Ashley Greens

Ashley Greens

An All Inclusive Green Community in the Heart of Downtown Ann Arbor

December 4, 2008

Peter Allen, Adjunct Professor Stephen M. Ross School of Business University of Michigan 701 Tappan Street Ann Arbor, MI 4810 Dear professor Allen, Enclosed please find the LiveGreen, LLC proposal for Ashley Greens, a dynamic mixed use development, located on Ashley and William in Ann Arbor, Michigan. LiveGreen, LLC is dedicated to designing unique, eco-friendly projects which preserve the aesthetic of traditional downtowns while simultaneously creating modern and hip urban spaces. Ashley Greens takes one step beyond eco-friendly design and construction to create an innovative “Green Living” experience for residents and the larger Ann Arbor community. Ashley Greens envisions a multi-faceted mixed use development combining local retail, residential, commercial, and community space. Our commercial services are specially tailored to provide Eco-Friendly Local options for residents and the downtown community, including access to green dry-cleaning, health club, public space, and a local food Co-Op. Capitalizing on our experience with environmentally friendly construction and design, Ashley Greens will provide a variety of eco-friendly owner occupied and rental units, including 25% affordable housing. We hope you will find our plan to be an innovative option for this site. Thank you in advance for your time and consideration. Sincerely, Josh Myles Edward Cox Charles Long Priya Baskaran MACC MBA MArch JD/MUP

ABOUT US

LiveGreen is a Michigan Limited Liability Corporation. We are member managed, believing our various academic background, professional expertise, and life experiences have unique and invaluable contributions for our collective vision. Our corporate structure offers a number of important benefits for Live Green, including:

Limiting LiabilityGeneral partnerships make members and partners personally liable for all business related debts, claims, and obligations. In contrast, LLC structure protects individual members from personal liability for claims and debts pertaining to their business. Furthermore, the LLC ensures only business assets are used to pay off business debts, making sure members’ personal assets and investments are protected.

:

Taxation A multi-member LLC is taxed as a partnership by default and therefore also provides pass-through taxation for its owners. However, an LLC also has the option to be taxed as a corporation while still retaining the legal benefits of being classified as an LLC.

Management As a member-managed LLC, managerial control and binding authority are vested in all of the members (owners) of the LLC, allowing for a productive and cooperative management structure.

EXECUTIVE SUMMARY

Built on footprint of 55,000 square feet of grounds adjacent to one of Michigan’s best main streets, Ashley Greens is a mixed use development that will delight downtown Ann Arbor with options for sustainable living, working and playing. The development is composed of three main buildings: Earth, Wind, and Sun.

Ashley Green’s primary objective is to further enhance the remarkably strong sense of community in Ann Arbor while creating environmentally responsible development. The design reflects a consensus between the existing community, the development team and the private sector. The building offers a full spectrum of uses and activities including space for retailers as well as commercial and residential units. Sustainability and “Green Living” is the central theme of the development.

In preparation for the new economic and environmental realities that confront the next generation, Ashley Green’s will closely adhere to the following goals:

1) Creating an Enduring and Memorable Public Realm 2) Integration with Existing Urban Communities 3) Investing in Sustainability

Project Concept

As Ann Arbor’s first Green Living development, Ashley Green’s is the future of eco-friendly urban living in the Midwest.

What is Green Living? A complete eco-friendly lifestyle which emphasizes reducing adverse environmental impacts through:

• Green Construction (LEED Gold Building) • Maximizing Walk-ability • Mulit-Modal Transit Oriented Development • “Green” business promotion

Green Living allows residents of Ashley Greens to enjoy all the typical advantages and services of all-inclusive urban living without the high environmental costs.

Residential

Ashley Greens includes an array of rental and for sale housing options in the heart of downtown Ann Arbor. Ashley Greens will have 64 of units of housing, including 40 Units in Wind, 16 Units in Sun, and 8 Units in Earth. All of our units feature eco-friendly construction, maintaining maximum comfort and minimizing environmental impact.

At Ashley Greens we are dedicated to promoting positive social impact, including providing viable and affordable rental

options. Plans for our Sun building include 16 of Affordable Housing units.

Retail

In line with Downtown Ann Arbor’s commitment to eclectic local business, the Greens offer prime retail space for eco-friendly enterprise. Residents and visitors to the Greens have access to specialized local “Green Businesses” including a grocery store stocked with local organic produce and environmentally friend dry cleaning. Other retail tenants include a local organic brewery and pub

A full service luxury Green Health club and nutrition center is planned for the second floor of the Sun building. The 7125 square foot facility comes complete with aromatherapy spa services, acupuncture, and fitness classes.

Commercial Office Space

The Greens offer truly unique commercial office space for our tenants. Emphasizing “all inclusive” living, our commercial tenants feature a number of specialized professional service providers including personal and corporate accounting services and day care providers. 9,600 s.f. of general office space is also available in our Earth Building.

Public Space

At the heart of Ashley Greens is a 18,600 s.f. courtyard. Our homage to traditional public space, the courtyard creates a vibrant and dynamic urban space comparable to Manhattan’s Union Square. The courtyard provides a venue for community building events, people watching, and provides prime outdoor seating for first floor retail. The courtyard is functional year round, thanks to geothermal heating vents placed strategically around the courtyard’s perimeter.

Transit

Ashley Greens is a transit oriented development. Located on a major transit corridor, the Greens provide easy access to public transportation. Recognizing that successful development must also be mutli-modal, the Greens provide limited underground parking for tenants and visitors. The development’s proximity to Ann Arbor 5 of downtown garages further enhances its accessibility.

Market Analysis

Capitalizing on the concept of “1000 nights”, Ashley Greens creates an ideal urban space for Ann Arbor’s burgeoning creative class to live, work, and play. Ann Arbor is an extremely young population with a median age of 29.7 for 2007. Ann Arbor is ranked 24th

Proximity to the entertainment district makes Ashley Greens an ideal location for a mixed use development.

on 50 greenest cities

Community Impact

Ashley Greens will be a high-density mixed use development. The development is perfectly tailored to meet the planning objectives of the “D-1” zoning district proposed by the City

Council. Continued collaboration with the DDA will ensure preservation of the Downtown aesthetic and commitment to local business. Additionally, the “courtyard” creates an ideal public space for community building events such as film nights and local festivals.

Table of Contents

Site Analysis .................................................................................................................................................................................. 1 Overview .............................................................................................................................................................................................. 1 Zoning .................................................................................................................................................................................................. 2 Traffic Flow .......................................................................................................................................................................................... 4 Pedestrian Access ................................................................................................................................................................................ 5

Market Analysis ............................................................................................................................................................................. 6

Overview.................................................................................................................................................................................................. 6 Economic Analysis ................................................................................................................................................................................... 7 Demographic Analysis ............................................................................................................................................................................. 8 Community Oriented Retail .................................................................................................................................................................. 10 Residential Unit Mixture ....................................................................................................................................................................... 16 Public Space & Community ................................................................................................................................................................... 17 Political Impact ...................................................................................................................................................................................... 18 Stakeholder Analysis ............................................................................................................................................................................. 19

Architecture & Design.................................................................................................................................................................. 20

Architectural Aspects ............................................................................................................................................................................ 20 Design Components .............................................................................................................................................................................. 21 Residential & Retail .............................................................................................................................................................................. 22 Sustainable Design ............................................................................................................................................................................... 23 Public Space .......................................................................................................................................................................................... 25

Financial Analysis ........................................................................................................................................................................ 26

Appendices: Appendix A (Financials) Appendix B (Legal Documents) Appendix C (Environmental Documents) Appendix D (Marketing Materials & Resumes)

SSIITTEE AANNAALLYYSSIISS 11

Main Street in Ann Arbor has been described as a “shopper’s haven, a gourmet’s destination and an art lover’s treasure find” (source: MainstreetAnnArbor.org). It honors the tradition of a great American main street by hosting unique restaurants, stores and entertainment venues. Main Street in Ann Arbor is void of any big box retailers like Target, Wal-Mart or Sears. While strolling down its wide sidewalks one is embraced by the layout of the street and its well placed plantings and benches. The street invites pedestrian traffic. The layout begs you to window shop or stroll with a coffee or an ice cream.

Overview

While walking this street, one is bound to reflect on the amount of thought that went into the planning of this gem. Indeed, the Ann Arbor Downtown Development Authority, by embracing a strategy to “undertake public improvements that have the greatest impact in strengthening the downtown area and attracting new private investments” has been instrumental in crafting this delightful street.

As stated by Ann Arbor’s downtown Development Authority, the strategic goals for downtown Ann Arbor is to create a 24-hour neighborhood with a full spectrum of housing options downtown.

After assessing the Ann Arbor real estate market, we believe the most profitable and practical development for the downtown area is a mix-used facility. Below is a table from the Ann Arbor development Authority showing that mix-used development in Ann Arbor is growing.

On the following page is a picture of the area’s walk-able score. It already has a very high rating (95/100 – walker’s paradise). Our development will look to further enhance the walk-able score of the site and surrounding area by adding a fitness center, a deli, and a co-op.

Walk-able Score


Ann Arbor is in the process of implementing two new Downtown Zoning Districts labeled “Core” and “Interface”. The purpose of the new districts is to streamline development by replacing the outdated and cumbersome zoning classifications in Downtown

Zoning

i

• Encourage high quality building design

. Ann Arbor’s new Downtown zoning is designed to:

• Encourage Mixed Use Development

• Prioritize the pedestrian experience

• Promote green building technologiesii

The districts will be created by consolidating existing Parking and Commercial zoning districts. Creation of separate Downtown zoning

districts is a popular planning and land use tool driving development in cities like Chicago.

The “Core” allows for versatile development of the site. The zoning explicitly permits the construction of a multi-use development including residential, retail, and commercial uses. Street level retail is required on major pedestrian arteries such as Liberty and Ashley Streets. The zoning places no restrictions on building height and has no set back requirements for new construction. The “Core” provides for an FAR of 400-500% by right. Although Ashley Greens has a current FAR of 435%, the development is eligible for a number of density bonuses. The inclusion of Green Building techniques and Affordable Housing units makes the development eligible for an increased FAR of 900%.

Interface

CORE


ZONING CHANGES

DOWTOWN “CORE” ZONING DISTRICT

Uses

• Mixed uses allowed by right • Street Level Retail Required • Auto-oriented uses require special approval

Maximum FAR

• 400-500% by right • 700-800% with premiums • 900% with affordable housing premiums

Premiums

• LEED certification & Green Building • Affordable housing (below 80% AMI) • Residential • Historic preservation

Off-street parking

• 1 space/1000 sq. ft of residential • 1 space/500 sq. ft of commercial

At Ashley Greens we are dedicated to promoting sustainable transit while still creating multi-modal developments. Towards this end, Ashley Greens will provide limited on-site parking. The underground structure will have a total of 133 spaces. 65 units of parking in will be available for residents, tenants, and customers. 3 spaces will be reserved for zip car, and the remaining 65 spaces will be public parking.

Parking Although the Downtown Districts emphasize pedestrian oriented development, they provide some off-street parking guidelines. The “Core” requires one space for each 1000 sq. ft residential floor area and each 500 sq. ft of commercial area. Alternatively, developers may contract with existing structures for off-site parking or provide no parking and pay fee-in-lieu payment to the city.


An important aspect of Green Living is reducing dependence on fossil fuels through increased use of environmentally friendly mass transit options.

Public Transportation

Benefits of Transit Oriented Development

Greater Mobility Healthy Lifestyle based on Walk-able Urbanity Reduction in Household Transportation Costs Reduction in Traffic Congestion & Accidents Reduction in Air Pollution & Environmental Damage Reduction in Foreign Oil Dependence

Residents and visitors to Ashley Greens will be able to capitalize on the development’s proximity to the Blake Transit Center, the Ann Arbor Transportation Authority (AATA) central station. The AATA operates an extensive public transportation network connecting Ann Arbor, Ypsilanti, Pittsfield, and Superior Township. The AATA consists of over 25 bus routes and links with various University of Michigan Bus Systems including service to the U of M health campus and hospitals. The majority of the AATA’s bus lines originate from the Blake Transit Center, making it incredibly convenient for Ashley Green’s visitors and residents. Imagine walking only two blocks to access 15 different bus lines that can take you to the dollar movie theatre, the mall, or dinner in Ypsilanti.

As an added bonus, AATA busses are among the country’s leading environmentally friendly vehicles. The AATA currently operates 20 hybrid electric busses. The remainder of the AATA fleet utilizes ultra-low-sulfur fuel, new Series 50 engines and exhaust systems with catalyzed particulate filters, effectively reducing the

hydrocarbons, particulate matters and carbon monoxide by 90 percent.

Ashley Greens is conveniently located near national rail and bus services. The development is a mere three blocks from Ann Arbor’s Greyhound Station. The site is less than a mile from the Ann Arbor Amtrak station. The train station is easily accessible from Ashley Green’s via AATA bus, bike ride, or a 15 minute walk through the historic Kerrytown neighborhood.

Zip Car is the largest car-sharing program in the U.S. Zip Car gives individuals to access automobiles for affordable hourly rates. Currently, Zip Car has no Downtown locations. Ashley Greens will offer 3 spaces for zip cars in our garage to encourage eco-friendly automotive transportation.

Zip Car


Traffic Flow

Traffic flows one way, heading north on Ashley St. The entrance to the Parking Garage is located north side of Ashley to provide easy access as and maximize visibility. The parking garage exit is on William St, heading west.

Pedestrian Access

In order to maximize connectivity with Main St, Ashley features a covered walkway guiding pedestrians from William St. , through the courtyard, onto Ashley St. The walkway additionally connects the space between the Wind and Earth buildings.

Market Analysis 6

Overview A mere block from Main Street, at the intersection of William and Ashley, Ashley Greens will contribute to the goal of Ann Arbor’s Downtown Development Authority by offering a mixed use development with offering targeted to retail, commercial and residential markets. While catering to the needs of a wide range of markets, from low income housing to street side retail, Ashley Greens will make a significant contribution towards achieving AADA’s strategic goal of creating a 24-hour neighborhood with a full spectrum of housing options.

The image to the left details some of the expected activities at Ashley Greens. Below is a graphical representation of the building.

Market Analysis 7

As part of The Troubled Asset Relief Program (TARP) The Federal Reserve has committed $700 billion to assist in recapitalizing banks. The FDIC hopes that These actions will prevent an outright collapse of the world’s financial system. Despite these efforts, credit for households and businesses almost nonexistent. According to a recent economic analysis performed by Comerica, employment,

production and spending are all likely to contract for the remainder of 2008 and into 2009. However, a package of tax cuts and additional government spending is likely. There is hope that this government stimulus will jump start the national economy. At a State level the economic outlook remains grim. According to the State of Michigan, 9.3% of the state’s residents were unemployed in the month of October 2008. This figure represents an increase of 1.8% in the last year. According to a CNN pole, the state of Michigan is tied with the state of Rhode Island for the highest unemployment rate in the United States. However, not all towns in Michigan have extremely high unemployment rates. For example, in Washtenaw County, the unemployment rate for October 2008 was only 6.9%. This is substantially lower than the overall rate of unemployment for the state of Michigan.

Economic Analysis There is no doubt that the current economic environment is challenging. Unfortunately, the harsh climate is likely to extend through the remainder of 2008 and into 2009. As will be discussed later, the Ashley Greens project has taken economic factors into account and has planned construction according. Before the mitigating actions are outlined, a brief overview of current economic conditions is warranted.

On a national level, the economy is struggling through a down cycle that can be compared to the 1930’s. Credit markets have slowed to a trickle. With the credit markets tightening, households and businesses have found it hard to borrow. In turn, spending has dropped precipitously. It took drastic action on behalf of the Federal Reserve and Federal Deposit Insurance Corporation (FDIC) to keep the credit markets from seizing up entirely. To a certain extent, Ann Arbor is somewhat insulated from the

harshest treatment. As Albert Berez of McKinley Group likes to point out, the University of Michigan is an anchor employer. Unlike many corporations, The University of Michigan is not going to pick up and move to Texas next year.

Market Analysis 8

According to research from Demographics Now, Ann Arbor is a growing city. The population in Ann Arbor in 2007 was 118,180. This figure is expected to grow to 120,232 in 2012. This represents a growth in population of 1.7%.

Demographic Analysis

In Ann Arbor, females represent a slight majority of the population at 50.3%. Ann Arbor is an extremely young community with the median age of the population at 29.7 years as of 2007. Since the median age is 29, Ashley Greens will cater the majority of our residential units to the young professional demographic, which has an age range of 25-35

Ann Arbor Population by Age and Sex as projected by Demographics Now

Ashley Green will capitalize on these demographic trends by

1) Designing rental and for sale condominiums catering to the needs of the young professional 2) Offering retail space to businesses that cater to household incomes of $50,000 - $75,000

Market Analysis 9

Ann Arbor Housing Units as Projected by Demographics Now

Reflecting the growth in the community, the total housing units in Ann Arbor is projected to increase by 6.4% from 2007 to 2012. These figures were calculated prior to the collapse in the credit market. However, they can be used to demonstrate that prior to the downturn, Ann Arbor was a growing community. In 2007 the total housing units in Ann Arbor was 51,755. Out of those available housing units in 2007, 46% were owner occupied, 43.9% were renter occupied, and 10.1% were vacant. The percent of total owner occupied units is expected to increase by 7.4% from 2007 to 2012. Alternatively, the percent of renter occupied units is expected to decrease by 5.7%. The increase in owner occupied housing units could be attributable to the fact that 54% of households make 50K+. These trends signal a good time to purchase real estate and hold it for rent because the number of rental units is decreasing substantially. However, vacancy rates are expected to increase by 42.7% from 2007 to 2012, which signals a weaker demand for real estate.

Market Analysis 10

A key objective for Ashley Greens is to further enhance the remarkably strong sense of community in Ann Arbor. The building’s design reflects a consensus between the existing community, the development team and the private sector.

Community Oriented Retail

Our development team will also play an extensive role in seeking out our retail and office lease tenants. Our retail strategy is to seek out tenants with sustainable “green” business models that add to the micro-community of the downtown area. After assessing the downtown retail market, we have determined that Ashley Greens will incorporate practical retail stores that focus on the betterment of everyday life. Our objective is to have a retail offering that creates synergy from one another by having their customers be able to come to Ashley Greens for a “one-stop shop” experience. Also, we believe that taking advantage of the life necessities of our potential residents will create a more lively development. To the right is a diagram showing Ashley Greens incorporated into the web of its retail offerings

Acupuncture

Vitamin Supplement station

Nutrition/ Garden Classes

Yoga/Pilates/Exercise Classes

Massage Therapy

Physical Rehab Center

Fitness Gym Aroma Therapy

Ashley Greens

Dry Cleaners

Food Co-operative

Health Center

Day Care Facility

Deli

Micro-Brewery

Market Analysis 11 Dry Cleaning Services

Typically developers avoid dry cleaning tenants because they produce hazardous waste and present liability barriers for bank financing. We will search for a Dry cleaning company similar to Green Earth Cleaning. This company does not use petrochemical solvents in their dry cleaning business, and has found ways to naturally dry clean clothing.

Micro-Brewery

The Retail Development Team will seek a local micro-brewery looking for an additional pub location for our bar retailer. The Grizzly Peak and Ann Arbor Brewery are two of the top candidates.

Deli

Ashley Greens Retail Development Team will target a locally owned deli-owner as a tenant for our first floor deli shop. Preferably the owner will contract with local butcher shops for meat and local farmers for produce to use in their food. Adding a locally-owned Deli shop will help with the integration of the development into the surrounding community. By choosing a local shop, it sends a

message to the community that the management team is not looking to put in large corporate names simply to fill rental space. Also, the deli shop will add to the local flavor of our development and will help create the livable community that our development team envisions. Day-Care Facility Our development team believes that an on-site day-care facility is essential to help cater to our young professional demographic. Our target demographic is between 25-35 years old and is at the age of having their first children. An on-site day-care facility would be the first choice of Ashley Greens residents because they know that their kids are at least in the building that they reside. Also, it saves residents a trip after work to pick up their children, which is an attractive offer. The addition of a day-care facility adds to our objective of having a practical business offering.

Urban Harvest Food Co-op

Current residents of Downtown Ann Arbor face a dilemma when it comes to groceries. All major grocery chains from Meijer to Whole Foods are located in strip developments outside of Downtown. The closet local market carrying fresh produce is the People’s Co-op located in Kerrytown. A number of small convenience stores selling dry goods are located less than half a mile from Ashley Greens, however these stores have limited inventory and do not carry fresh produce.

There is a demonstrated need for Downtown residents and visitors to have easy access to fresh produce and dry goods. The Food Co-op is an excellent method of providing high quality, affordable

Market Analysis 12 groceries in high density urban areas. Rather than creating a mega-store, The Urban Harvest Food Co-op located in Ashley Greens is modeled after the successful People’s Food Co-op located in Kerrytown. Urban Harvest will be a cooperatively owned retail grocery store. Urban Harvest will sell fresh produce and other food items, with an emphasis on locally grown and produced goods. In addition to groceries, Urban Harvest will also feature a café, serving organic locally inspired cuisine and fair trade coffee.

Urban Harvest provides access to quality groceries while still maintaining Downtown’s dedication to promoting local business. The relatively modest size of the co-op ensures that the store is sustainable in the long term, while still meeting the needs of the community.

Since the goal is to create as many connections as possible between our tenants, we will rent roof garden plots to the co-op and have co-op members lead gardening classes through the health center.

Health Center

Ashley Greens will seek to establish harmony with nature, body and spirit. In celebration of this harmony, Ashley Greens will be Ann Arbor’s center for holistic healing and wellness. Businesses in Ashley Greens will include an aroma-therapy center, a center for

physical rehabilitation, acupuncture, massage therapy, and a natural supplements outlet.

Physical Rehabilitation

6000 Feet of space will be rented by The University of Michigan Health System as an extension of the Physical Medicine and Rehabilitation Division. This division will focus on the use of Pilates as a compliment to traditional physical therapy techniques. Pilates was developed by German athlete Joseph Pilates in the 1920’s. Pilates is an exercise that is especially popular with the 25-35 year old demographic of which Ashley Greens is targeting.

According to the University of Michigan Health System, the benefits of Pilates include:

• Core stability and body balance • Increased flexibility, agility and mobility • Relief of pain and tension • Tighter abdominals and better posture • Stronger, longer and leaner muscles • Increased circulation

Market Analysis 13 Aromatherapy

The roots of aromatherapy can be traced as far back to cave paintings in 18,000 B.C. Today, over one billion dollars is spent on aromatherapy products and treatment is seen as a compliment to standard medical practice.

The term aromatherapy (or "aromatherapie") can be traced to a French chemist named Rene Maurice Gattefosse. In 1910, Mr. Gattefosse badly burned his hand during an experiment in a perfume factory. In his panic he plunged his hand into the nearest tub of liquid which happened to be oils from lavender extract. Gattefosee was amazed at how quickly his hand recovered from the burns. Some years later Gattefose began to experiment with lavender and other essential oils while treating soldiers wounded in combat during World War I. To his amazement, Gattefosse noted increases in the rates of healing of the soldiers treated with the essential oils. He went on to right a number of books on the topic of aromatherapy and is considered by many to be the father of the discipline.

Lavender is considered an essential oil in the aromatherapy treatment.

The scientific benefits of aromatherapy have been proven. In December of 2004, British researchers at the University of Manchester found that three oils used in aromatherapy destroyed the deadly bacteria known as MRSA in under two minutes. MRSA is bacteria that is linked to hospital infections and is estimated to kill 5,000 hospital patients each year.

Green Gym

Mintel Research estimates revenues from health clubs have grown at a 7% compound annual growth rate from 2002-2007. It is estimated that these revenues will surpass $19.7 billion in 2008 and further increase to $20.9 billion in 2009. Capitalizing on these trends, Ashley Greens will offer a best in class health club facility that combines physical well-being with environmental sustainability. The health and fitness club will be operated by one of the world’s premier health club operators: Lifetime Fitness.

The services at Lifetime Fitness’ Ashley Greens location will include swimming, cardiovascular exercise room, free weights, a nautilus center a spinning area and racquetball courts. The hallmark of this location will be the Life Studio. Each Lifetime Fitness location has a Life Studio: a tranquil location that is reserved for Pilates and yoga. Ashley Green’s second floor, with its abundance of natural light and idyllic view of the courtyard has been targeted as an ideal location for a Life Studio. Indeed, this is one of the reasons why Lifetime Fitness has preleased the location.

Market Analysis 14

Understanding the unique opportunity that Ashley Green affords, Lifetime Fitness has preleased the 7,125 sq foot facility for a term of five years. The company has agreed to customize their facility to adhere to the strict environmental standards specified by Ashley Greens. Indeed, the facility will be operated as a “Green Gym”

Modeled after The Eco Gym at Surrey Hills Boxing Club (Australia) Lifetime Fitness will operate a “Green Gym”. The Green Gym will offer the same high quality services as every other Lifetime Fitness location. However, cutting edge technologies will be utilized so that the carbon footprint of the facility will be reduced.

For example, the bikes used in spin classes will generate electricity. A small generator will be attached to the front of each bike. Using an inverter, the electricity will be sent back to the power grid. Surrey Hills Boxing Gym estimates that a person of average fitness will generate 50-100 watts of electricity while exercising. This relatively small amount of electricity will be sent back to the power grid by each exerciser. Over time these small increments will combine to a sizable contribution to the power grid.

Ashley Greens management will not be involved in the day-to-day operations of the Lifetime Facility. The relationship between the two entities will be that of landlord and tenant. However, residents of Ashley Greens will be offered a discounted membership of $50.00 per month. This will include full membership privileges including pool, sauna and massage. This additional benefit will surely attract interest from both residential and commercial tenants alike.

Nutrition and Gardening Classes

In a joint program through the food co-operative and the health center, residents of Ashley Greens will have nutrition and gardening classes available. The gardening classes will focus on urban gardening and will do action-oriented courses that involve residents using their rented garden plots. The nutrition course will focus on the implementation of the resident’s garden foods into their daily diet. Ashley Greens will also include a complex green roof layout that includes rentable garden plots, area for a green roof urban park

Market Analysis 15 for occupants, and an area that can be rented for special events. The Green Roof is discussed in more detail later.

The images to the below appropriately convey the massive area of the roof deck.

Market Analysis 16

RESIDENTIAL Square footage # of units Rental Price (annual) SF rental price Sales Price Sales price SF1519 SF 3 bedroom 1519 8 36,000.00$ 23.70$ 250,000.00$ 164.58$ 1360 SF 3 bedroom 1360 8 34,800.00$ 25.59$ 240,000.00$ 176.47$ 1153 SF 2 bedroom 1153 32 28,800.00$ 24.98$ 220,000.00$ 190.81$ 707 SF 1 bedroom -- Affordable 707 16 9,000.00$ 12.73$ -$ -$

Average (excludes affordable housing) 64 24,900.00$ 24.76$ 236,666.67$ 177.29$

Rental and Sales Pricing

The Ashley Greens residential unit types were designed with our target demographic of 25-35 year olds in mind. Below is table that shows our unit type, square footages, number of units, and pricing.

Residential Unit Mixture

Live Green LLC will be selling all of the 1519 SF 3 bedroom units, all of the 1360 SF 3 bedroom units, as well as 8 of the 1153 SF 2 bedroom units. We expect to sell 50% of these units before the grand-opening of the building and the remainder in year 2 of operations. Eighty percent of the available for rent residential units are expected to be pre-leased before opening of the building. Our sales prices for residential units were based off of conservative estimates using market rates.

The residential unit rental prices were based off of competitive market prices from several local retail listings. The affordable unit prices were based off of the Ann Arbor PMSA pricing limits for affordable 1 bedroom units. To the right is a floor plan for the affordable housing residential unit.

Market Analysis 17

The Green Living philosophy means having a healthy planet and healthy people! As obesity rates grow nationwide, it is essential to

create a comprehensive and community oriented approach to healthy living. In 2007, Michigan had an obesity rate of 27.7%. Ashley Greens, ECO GYM, and the Food Co-op will begin coordinating Health & Fitness fairs co-sponsored with local organizations. The events will be a mix of free services and some paying participant only ($) events. Events will include:

Public Space & Community With its grand courtyard, Ashley Greens will compliment downtown Ann Arbor by providing space for public displays of art, a summer concert and theater venue and general community green-space. The Grand Courtyard will abide by the central themes of “place making” as outlined by the Project for Public Spaces. One of the core themes of the place making initiative is to build a strong sense of community and provide a “sense of place” for residents. All residents of Ann Arbor will be treated to the delightful courtyard and its amenities. Courtyard Film-scapes

Most major cities offer summer time movies in the park. Now downtown residents and visitors can enjoy free summer film screenings under the stars.

Concert Series

Ann Arbor is a musicological gold mine. Whether it’s Brahms, Elvis, or Good old Fashioned Show Tunes – Ann Arbor Residents can enjoy it all at the Courtyard’s Outdoor Concert Series! Featuring Local Artists and co-sponsored by the DDA and various local organizations including the Ann Arbor Public Library, Michigan Pops, Kerrytown Concert Hall just to name a few.

Health & Fitness Fairs

Healthy Cooking demonstrations conducted by the Urban Oasis Café chefs.

“Grown in Michigan” food and nutrition FAQ sessions by eco-gym nutritionists

Urban Gardening Classes (classes are free, but must rent plot)

Rooftop Yoga ($) Collaboration with MFit, YMCA, DDA & others to provide

fitness and healthy lifestyle tips and information

Obesity Rates (2007)

Market Analysis 18 Shakespeare in the Courtyard!

All the world’s a stage, and all the men and women merely players! Shakespeare in the park began in New York City’s Central Park and can now be found from New York, to Dallas, to Seattle, and back. Over 30 productions run by local theatre companies occur all over the U.S. A2 residents can now enjoy watching the Bard’s greatest tales reenacted on balmy summer nights.

A Christmas Carol

The Holiday Season brings with it a classic tale, spun anew by local players for the enjoyment of all ages and races. Enjoy a steaming cup of Hot Chocolate from the Urban Oasis Café while watching winter theatre classic like a Christmas Carol.

Cultural Events & Celebrations

Ann Arbor is home to an incredibly diverse population with rich cultural heritages. The Courtyard will be the perfect venue for city wide cultural celebrations such as Chinese New Year, Cinco de Mayo, and the South Asian Festivals of Diwali & Eid. Co-sponsored by the city and local cultural associations, the Courtyard will provide the perfect venue to honor and enjoy the diversity in Ann Arbor.

1) Manufacturing of Solar Panels, Wind Mills, and similar “eco-friendly” products is a perfect fit for Michigan’s manufacturing workers and existing infrastructure.

Political Impact The state of Michigan is at an important crossroads. With the steady decline of the auto-industry, traditional manufacturing jobs are in danger of becoming obsolete, leaving half a million workers unemployed across Michigan. It is imperative to create a new and vibrant economic sector in Michigan. The Green Economy can create a new future for Michigan and has been made a priority by Governor Jennifer Granholm. The Green economy can provide 3 key areas of employment in Michigan.

2) Green Construction jobs will be generated with the popularity of LEED certified buildings – overcoming some of

the barriers in the current credit market freeze on new construction

3) Additional and new demand for skilled trade workers such as roofers and electricians for the installation and maintenance on solar panels, geothermal heating, etc.

The “Green Collar” jobs created by the Green Economy are high wage, career oriented opportunities. As a Green Building, Ashley Greens is proud to help support local workers and create new jobs in Michigan.

Market Analysis 19

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Ashley Greens incorporates advances in modern design with classic architecture to create a cutting edge development that blends harmoniously with Ann Arbor’s existing downtown aesthetic. Ashley Greens achieves this design goal, first and foremost, by ensuring the overall design of the development is cohesive.

Architectural Aspects

Ashley Greens is composed of three buildings, Earth, Sun, and Wind. The Wind building is 101,600 square feet, Sun 23,580 square feet, and Earth is 23,750 square feet. The elevation of the buildings ensures that Ashley Greens will be visible without overpowering the Downtown city-scape.


Brick facades

Design Components

Ashley Greens will utilize building materials that are aesthetically appropriate for downtown development. The bottom four floors of the Sun, Earth, & Wind buildings are intended to fit within the formal and aesthetic context of downtown. These floors feature:

Large windows Transparent street level store windows Historically inspired detailing

The Wind building is the development’s tallest structure, rising 8 stories. The top four floors take the shape of a tower contributing to the “skyline” of Ann Arbor while still maintaining geometric similarity to the bottom four floors. The tower of the Wind building features: Light stone cladding Contemporary detailing Lit from below, These details will create an aesthetic effect, similar to other tall buildings in down town.

The tower of the Wind building allows for visual connectivity from the sidewalk of Main Street. Additionally, the use of stone cladding enables the tower to merge seamlessly with larger, historic buildings in the Downtown skyline.

Ashley Greens


Ashley Greens residential units reflect innovative design and maximum utilization of space. All of our units are located on the third floor and higher to capitalize on the benefits of natural lighting. All of our larger, luxury units are located in the Tower of the Wind building. These apartments include balconies, with views overlooking Main Street or the Courtyard. The

large 3 bedrooms units in Earth also feature balconies with views of William Street.

Residential


Our planned street level retail is styled after Main Street in order to preserve the walk-ability of Downtown. All retail space includes large plate glass windows and wide landscaped sidewalks for outdoor dining.

Retail

Ashley Greens is dedicated to promoting sustainable design and construction. Our development will include several eco-friendly aspects including a Green roof, Photovoltaic Solar Panels (PV), and Use of Geothermal Heating. The development seeks to maximize available green space through the use of public lawns, Garden Plots, and a Green Roof.

Sustainable Design & Construction


Ashley Greens roof will have multiple sections that represent “green roof area”. The majority of the roof will be a low-intensive green roof modeled after the new Ross School of Business’s roof. This section will have sedum planted on the top layer, which is a drought resistant perennial groundcover. This will also help with insulation, and will result in improved air quality, and reduced heating and cooling costs.

Green Roof

Another section of our roof will be dedicated to garden plots. This section will require an intensive green roof layout, with a growing media depth that will support all types of vegetable and plant growth. We will contract the creation of our roof garden with American Hydrotech, which has extensive experience with integrating green roofs into developments.


In addition to garden plots, our roof will be host to an urban roof park for residents to enjoy. This area will add aesthetic value to our roof, and will also serve as a safe and beautiful place for residents to enjoy.

Our intensive green roof will

be mapped similar to the

LDS Assembly Hall roof in

Salt Lake City, Utah because

this roof has the capability


The Courtyard utilizes a number of urban landscaping techniques including:

Public Space Public space serves a number of roles that contribute to the overall vitality and appeal of urban landscapes. Whether providing a venue for community building or simple people watching, well designed and implemented public spaces like Grant Park and Union Square become key components of city life. Measuring 18,600 square feet, The Courtyard of Ashley Greens provides Downtown Ann Arbor with the largest downtown public space.

o Using planters on the perimeter next to outdoor dining area create a more intimate space o Large Main Lawn of 2400 square feet is perfect venue for outdoor activities

o Yoga Roof, a modern take on public space

The use of Geothermal Heating System will ensure the Courtyard is used year-round. Geothermal energy systems work by accessing the Earth’s heat to produce electricity, or to heat water or air directly. Geothermal heat pumps transfer heat from the soil to buildings in winter and from buildings to the soil in summer,

using an environmentally friendly heat exchange fluid similar to antifreeze. This process is very efficient, reducing electricity consumption by 30% to 60%

Geothermal Heating

i

i US DOE Energy Efficiency and Renewable Energy “Geothermal Technologies Program” (2006) available at: www1.eere.energy.gov/geothermal/

. As underground temperatures are fairly constant, geothermal energy is a renewable resource ideal for heating the Courtyard in chillier Ann Arbor weather

Trees

FFiinnaanncciiaall AAnnaallyyssiiss 2266 Introduction In order to ensure maximum profitability, Live Green LLC has conducted an in-depth financial analysis. This financial analysis began with a calculation of the costs of building the project. With this baseline, Live Green LLC created a pro forma analysis and established relative measurements of profitability. Detailed financial calculations are listed in the Appendix A.

Project Costs With 239,000 square feet of development area, the total development cost of Ashley Greens is expected to be$21,945,000. This represents a gross cost per square foot of $91.00. Of that number, $75.00 is hard cost and $16.00 is soft cost which includes contingency. See Appendix A-2 for construction costs.

Unique Revenue Opportunities In addition to the traditional revenue sources from retail, residential and commercial tenants, The Ashley Greens development presents a number of very unique additional sources of revenue. These sources include

• Rental of garden plots on the green roof

• Roof Special Events (weddings, parties, etc.)

• Grand Courtyard Special Events (same as above)

• Parking rental revenue

Project Schedule Live Green LLC is expecting a four year development schedule for Ashley Greens. Our focus for the first nine months of development will be to obtain the site, coordinate construction with the community stakeholders and refine the design criteria. Very shortly

after the site has been obtained, Live Green LLC will file for permit approvals with the City of Ann Arbor. As soon as the permit approvals have been received we will begin residential and office sales and pre-leasing. Conservatively speaking, construction is expected to take two years from initial groundbreaking to date of Grand Opening. Ashley Greens will finance construction through a revolving construction loan that will be drawn down incrementally on a month to month basis (see Appendix A-3 for Loan Schedule).

This pre-leasing strategy is expected to generate substantial returns. As has been acknowledged previously in the report, Lifetime Fitness has already agreed to pre-lease 7,125 square feet of the building for their facility. All told, Live Green LLC is forecasting that 80% of its commercial and retail space will be pre-leased. Alternatively, Live Green LLC is expecting 50% of its residential units to be presold. Based on the pre-leasing and pre-sales agreements, Live Green LLC will be able to secure additional debt financing for the duration of the development.

ACTIVITY Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Obtain SiteDesign DevelopmentConstruction BluePrintsCity Approvals & Permit IssuanceCondo Pre-SalesRetail Pre-LeasingCommercial Office Pre-SalesCalculate Guaranteed Maximum PriceSelect General ContractorSite ConstructionBuilding in Operation

Project Timeline2010 2011 2012 2013

FFiinnaanncciiaall AAnnaallyyssiiss 2277 Development Financing The initial funding for construction of Ashley Greens will be in the form of a construction loan based on a 24 month period. The interest rate for this construction loan will be 8.25% with a 1% construction loan fee. With the expectation that the Ashley Green site will be stabilized, Live Green will replace the construction loan after 24 months with a ten year fixed interest rate loan at 6%.

With a Loan-to-Value ratio of 70%, Live Green LLC will require $6,583,600 in equity financing. Since the Ashley Green project will enhance downtown Ann Arbor, Live Green LLC reasonably expects $1,753,000 of this equity financing to come from Tax Incremental Financing (TIF). This $1,753,000 represents 25% of the maximum total value of Tax Incremental Financing (see Appendix A-4 for TIF Calculation). This amount is a result of a negotiation with the City of Ann Arbor.

In light of the proceeds received from the TIF, the amount of cash from private equity sponsorship will be approximately $4,830,000. This amount will be generated from at least three different sources. Three partners in Live Green LLC have committed to investing. Alternatively, McKinley Group has expressed interest in taking a significant role in underwriting this development. Live Green LLC is also reviewing offers from Bluestone Realty Advisors and Peter Allen & Associates.

Rental and Sales Pricing Ashley Greens Development has 64 total residential units available. 24 of these units are available for sale, and 16 of the units will used for “affordable housing” with below market prices. We expect to

sell 50% of the 24 available for sale units prior to the grand opening and the other 50% will be sold in year 2 of operations.

Type of Unit Year 1 Units Sold Year 2 Units Sold1519 SF 3 Bedroom 4 41360 SF 3 Bedroom 4 41153 SF 2 Bedroom 4 4

Type of Unit Year 1 Total Sales Year 2 Total Sales1519 SF 3 Bedroom $1,000,000.00 $1,000,000.001360 SF 3 Bedroom $960,000.00 $960,000.001153 SF 2 Bedroom $880,000.00 $880,000.00Total Sales $2,840,000.00 $2,840,000.00

Residential Unit Sales Forecast

Residential Sales Forecast

Financial Attractiveness As a result of prior planning, a clearly reasoned market strategy and best in class design , The Ashley Greens development has generated a very profitable investment opportunity. Using current market predictions, Ashley Greens will generate an NPV of $3,675,000 with a cap rate of 8.5%. While NPV is a significant measure of profitability, there are other measures that are also important. These measures include but are not limited to Internal Rate of Return (IRR) and Return on Equity (ROE). Ashley Greens will perform significantly in both measures. The expected IRR of the development is 33% and the ROE is 43% in year one.

Financial Risks All real estate projects have some degree of risk associated with them. Indeed, in real estate as in life, there are no rewards without

FFiinnaanncciiaall AAnnaallyyssiiss 2288 some degree of risk. The table below identifies the effect on IRR of changes in rental rates, cap rates and vacancy rates.

Variable Value IRR% Delta

from mean

$22 29% -4%$24.76 33% 0%

$26 34% 1%7.50% 42% 9%8.5% 33% 0%9.5% 24% -9%9.0% 38% 5%14.0% 33% 0%19.0% 27% -6%

Vacancy Rates 3 yr. average

Cap Rates

Residential Rents / SF

SENSITIVITY ANALYSIS

Significant risks include:

• A $2.76 decrease in rental prices per square foot will reduce the project’s IRR by 4%

• A 1% increase in the Cap Rate will decrease the projects IRR by 9%

• A 5% increase in the three year average vacancy rate will reduce IRR by 6%

See Appendix E for a more in-depth sensitivity analysis.

Exit Strategy A well thought out exit strategy is imperative to the long term profitability of a real estate development corporation. Live Green

LLC’s exit strategy for the Ashley Greens development is to sell the entire development in 2014 (Year 3 of operation). With an NOI of $2,264,000 in that year and an exit Cap rate of 8.5% the developments will have a value of $26,600,000.

Conclusion As a result of proper due diligence, a unique market strategy and sound financial analysis, Ashley Greens represents a significant revenue generating opportunity. Due to fact that variability is inherent in estimates, Live Green has performed a Best Case and Worst Case analysis of the NPV and IRR. As shown below, in the worst case scenario, the IRR is 33% and the NPV is $3,765,000. Even in the worst case scenario the Ashley Greens development produces a substantial NPV and remains an attractive investment opportunity.

Worst Case (-10%) Expected Best Case (+10%)

NPV $3,307,810 $3,675,344 $4,042,878 IRR 30% 33% 36%

Appendix A-1 Pro-Forma and Revenue Sources

2011 2012 2013 2014

REVENUE:Office Rent - $687,624 $708,253 $729,500 Type of Unit Effective Area (ft2) Gross Rent per ft2 (YR 1 $) Rent (YR 1 $)Retail Rent - $762,624 $785,503 $809,068 Office 28,651 $24.00 $687,624Residential Rent - $829,159 $854,033 $879,654 Retail 31,776 $24.00 $762,624 Type of Unit Year 1 Units Sold Year 2 Units SoldResidential Sales - $2,840,000.00 $2,840,000.00 - Residential -- Normal 27,672 $24.76 $685,159 1519 SF 3 Bedroom 4 4Roof Garden Revenue - $14,400.00 $19,200.00 $24,000.00 Affordable Housing 11,312 $12.73 $144,000 1360 SF 3 Bedroom 4 4Parking Rent Revenue - $82,000.00 $82,000.00 $82,000.00 Total 99,411 2,279,407$ 1153 SF 2 Bedroom 4 4Special Events Revenue - $80,000.00 $100,000.00 $100,000.00Vacancy - ($455,881) ($352,168) ($169,276) Type of Unit Year 1 Total Sales Year 2 Total SalesReimbursed CAM - $555,707 $572,379 $589,550 Residential Units SF Price / SF Sales Price 1519 SF 3 Bedroom 1,000,000$ 1,000,000$ Gross Revenue - $4,708,009 $5,609,199 $3,044,497 1519 SF 3 Bedroom 1,519 $164.58 250,000$ 1360 SF 3 Bedroom 960,000$ 960,000$

1360 SF 3 Bedroom 1,360 $176.47 240,000$ 1153 SF 2 Bedroom 880,000$ 880,000$ OPERATING EXPENSES: 1153 SF 2 Bedroom 1,153 $190.81 220,000$ Total Sales 2,840,000$ 2,840,000$

Roof Soil and Irrigation - ($5,000) ($5,000) ($5,000)Roof Maintenance - ($65,000) ($65,000) ($65,000)

Sales Commissions (3%) - ($85,200) ($85,200) -Closing Costs- Transfer Tax (.86%) - ($24,424) ($24,424) - Garden Plot Sizes SF # of plots available Price / SF Total Revenue % Rented Yr. 1 % Rented Yr. 2 % Rented Yr. 3Title - Recording (.25%) - ($7,100) ($7,100) - Large 60 50 $3.00 $9,000.00 60% 80% 100%Gas & Electric - ($54,676) ($56,316) ($58,006) Medium 40 75 $3.00 $9,000.00 60% 80% 100%Water & Sewer - ($20,876) ($21,503) ($22,148) Small 20 100 $3.00 $6,000.00 60% 80% 100%Insurance - ($31,812) ($32,766) ($33,749) Total $24,000.00Maintenance - ($52,688) ($54,268) ($55,897)Janitorial - ($79,529) ($81,915) ($84,372)Property Taxes - ($316,127) ($325,611) ($335,379) # of spots Yearly Rental Total Rental Sales % Yr. 1 Rented % Yr. 2 Rented % Yr. 3 RentedManagement Fees - ($113,970) ($117,389) ($120,911) 164 1,000 $164,000.00 50% 50% 50%Total Operating Expenses - ($856,402) ($876,492) ($780,461)

Net Operating Income - $3,851,607 $4,732,707 $2,264,036 Expense Cost per ft2 Total Area (ft2) Expense--YR 1Less Debt Service - ($1,007,520) ($1,007,520) ($1,007,520) Water & Sewer ($0.21) 99,411 ($20,876)Before Tax Cash Flow - $2,844,087 $3,725,187 $1,256,516 Insurance ($0.32) 99,411 ($31,812)

Less: Depreciation - ($682,454) ($682,454) ($682,454) Gas & Electric ($0.55) 99,411 ($54,676)Taxable Income - $2,161,634 $3,042,734 $574,062 Maintenance ($0.53) 99,411 ($52,688)

Janitorial ($0.80) 99,411 ($79,529)CASH FLOW ANALYSIS: Property Taxes ($3.18) 99,411 ($316,127)Before Tax Cash Flow - $2,844,087 $3,725,187 $1,256,516

Less: Income Tax - ($756,572) ($1,064,957) ($200,922)Equity Investment ($6,583,607) - - -Sales Proceeds (12/31/07) - - $0 $7,103,259Total Cash Flow ($6,583,607) $2,087,515 $2,660,230 $8,158,853

Return on Equity 43% 57% 19%Debt Service Coverage 382% 470% 225%

NPV $3,675,344IRR 33%

*Green Roof maintenance estimated at $2 per sq.ft*Sales Commision 3% of total apt sales*Closings Costs .86% of total apt sales*Title Recording .25% of total apt sales*Cost per square footages of Water & Sewer, Insurance, Gas & Electric, Maintenance, and Property Taxes are based off of prior term projects

*inflation number from http://www.forecasts.org/inflation.htmhttp://www.cityfarmer.org/roofFuture.html

OPERATING EXPENSES

REVENUE -- SOURCESPRO-FORMA

Residential Sales Forecast

Residential Unit Sales Forecast

REVENUE -- SALES

Revenue -- Rentals

Parking Rental Revenue

Roof Garden Plot Rental Revenue

Appendix A-2 Ashley Greens Construction Costs

Property Location: On Ashley Between William and LibertyApproximate Parcel Size: 124' x 444' = 55,056 Square FeetAnn Arbor Cost Modifier: 99.8

Development Data (User Input) Total SF Development Description

Condos / Apartments (Low Rise 1 to 3 Stories) 28,652 SFCondos / Apartments (Mid Rise 4 to 8 Stories) 48,804 SFCondos / Apartments (High Rise 8 to 24 Stories) SFPublic Housing (Low Rise 1 to 3 Stories) SFPublic Housing (Mid Rise 4 to 7 Stories) SFOffices (Low Rise 1 to 4 Stories) 28,652 SFOffices (Mid Rise 5 to 10 Stories) SFOffices (High Rise 11 to 20 Stories) SFHotel / Inn (57,000 SF to 150,000 SF Total Area) SFHotel / Inn (Over 150,000 SF Total Area) SFCommunity Centers / Health Clubs (Minimum 30,000 SF) SFDepartment Stores SFRetail Stores (Individual) 32,300 SFResturants SFBanks SFGreenspace (Landscpaing) 8,800 SFHard Scape (Landscaping) 8,800 SFGreen Roof 32,500 SF Green roof used for garden plots, CAM, and special eventsParking Decks (Under 150,000 SF Total Area / Above Grade) SFParking Decks (Under 150,000 SF Total Area / Below Grade) 51,000 SF All parking is available to rentParking Decks (Over 150,000 SF Total Area / Above Grade) SFParking Decks (Over 150,000 SF Total Area / Below Grade) SF

Total Development Area 239,508 SFFloor Area Ratio 435%

Base Upgrade % Total Cost / SF Cost / SFBase Cost of Construction Estimate Cost / SF Base Cost Applied Base Cost Dev. Type Total

Condos / Apartments (Low Rise 1 to 3 Stories) $78.50 2,244,684$ 1.00 2,244,684$ 78.34$ 9.37$ Condos / Apartments (Mid Rise 4 to 7 Stories) $100.00 4,870,639$ 1.00 4,870,639$ 99.80$ 20.34$ Condos / Apartments (High Rise 8 to 24 Stories) $105.94 -$ 1.00 -$ NA -$ Public Housing (Low Rise 1 to 3 Stories) $82.14 -$ 1.00 -$ NA -$ Public Housing (Mid Rise 4 to 7 Stories) $99.50 -$ 1.00 -$ NA -$ Offices (Low Rise 1 to 4 Stories) $111.00 3,174,011$ 1.00 3,174,011$ 110.78$ 13.25$ Offices (Mid Rise 5 to 10 Stories) $90.64 -$ 1.00 -$ NA -$ Offices (High Rise 11 to 20 Stories) $115.51 -$ 1.00 -$ NA -$ Hotel / Inn (57,000 SF to 150,000 SF Total Area) $104.39 -$ 1.00 -$ NA -$ Hotel / Inn (Over 150,000 SF Total Area) $101.71 -$ 1.00 -$ NA -$ Community Centers / Health Clubs $160.17 -$ 1.00 -$ NA -$ Department Stores $68.50 -$ 1.00 -$ NA -$ Retail Stores (Individual) $78.00 2,514,361$ 1.00 2,514,361$ 77.84$ 10.50$ Resturants $145.23 -$ 1.00 -$ NA -$ Banks $162.17 -$ 1.00 -$ NA -$ Greenspace (Landscpaing) $2.73 23,972$ 1.00 23,972$ 2.72$ 0.10$ Hard Scape (Landscaping) $7.67 67,392$ 1.00 67,392$ 7.66$ 0.28$ Green Roof $28.01 908,504$ 1.00 908,504$ 3.79$ Parking Decks (Under 150,000 SF Total Area / Above Grade) $49.96 -$ 1.00 -$ NA -$ Parking Decks (Under 150,000 SF Total Area / Below Grade) $47.00 2,392,206$ 1.00 2,392,206$ 46.91$ 9.99$ Parking Decks (Over 150,000 SF Total Area / Above Grade) $41.72 -$ 1.00 -$ NA -$ Parking Decks (Over 150,000 SF Total Area / Below Grade) $53.20 -$ 1.00 -$ NA -$

Base Construction Cost Estimate 16,195,769$ 16,195,769$ 67.62$

Final Cost of Construction EstimateTotal Base Cost of Construction Estimate 16,195,769$ 67.62$ per SF TotalLand Acquisition 1,619,577$ 6.76$ per SF TotalDemolition of Existing Pavement (Fixed at $0.70 / SF) 38,539$ 0.16$ per SF TotalSite Work and Underground Utility Work ($5.15 / SF of Parcel) 283,538$ 1.18$ per SF TotalSubotal - Hard Construction Costs 18,137,423$ 75.73$ per SF Total

Construction Project Management Fees (2.75% of Total Construction Costs) 498,779$ 2.08$ per SF TotalInitial Site Survey 7,500$ 0.03$ per SF TotalLegal Costs 15,000$ 0.06$ per SF TotalSoil Boring / Foundation Analysis 50,000$ 0.21$ per SF TotalArcitectural / Engineering Fees (6% of Total Construction Costs) 1,088,245$ 4.54$ per SF TotalPermit Fees (Per City of Ann Arbor Schedule) 109,556$ 0.46$ per SF TotalPlan Review Fees (Per City of Ann Arbor Schedule) 43,822$ 0.18$ per SF TotalSubtotal - Soft Construction Costs 1,812,902$ 7.57$ per SF Total

Total Project Hard and Soft Construction Costs 19,950,326$ 83.30$ per SF Total10.00% 1,995,033$ 8.33$ per SF Total

Total Project Hard and Soft Construction Costs w/ Contingency 21,945,358$ 91.63$ per SF Total

Ashley Greens Pro-Forma Construction Costs

triple net lease residential apartment units, varying in sizetriple net lease residential apartment units, varying in size, located on 3rd f

2nd flr. Office units

1st flr. Retail units

Appendix A-3 Loan Amortizations

Total Construction Costs 21,945,358$ Loan to Value Ratio 70%Private Equity 6,583,607.50$ Principal of Loan -- Draw down contract 15,361,751$ Annual Interest Rate 8.25%Duration of Loan 24 monthLoan Fee Rate 1%

Period % of loan drawn Project Costs Interest Expense Interest Payment Loan Payable10-Jan 4.16660% 640,062.71$ 4,400.43$ -$ 640,062.71$ 10-Feb 4.16660% 640,062.71$ 8,831.12$ -$ 1,284,525.85$ 10-Mar 4.16660% 640,062.71$ 13,292.26$ -$ 1,933,419.68$ 10-Apr 4.16660% 640,062.71$ 17,784.08$ -$ 2,586,774.65$ 10-May 4.16660% 640,062.71$ 22,306.77$ -$ 3,244,621.43$ 10-Jun 4.16660% 640,062.71$ 26,860.56$ -$ 3,906,990.92$ 10-Jul 4.16660% 640,062.71$ 31,445.66$ -$ 4,573,914.19$ 10-Aug 4.16660% 640,062.71$ 36,062.28$ -$ 5,245,422.56$ 10-Sep 4.16660% 640,062.71$ 40,710.64$ -$ 5,921,547.55$ 10-Oct 4.16660% 640,062.71$ 45,390.96$ -$ 6,602,320.90$ 10-Nov 4.16660% 640,062.71$ 50,103.45$ -$ 7,287,774.56$ 10-Dec 4.16660% 640,062.71$ 54,848.34$ -$ 7,977,940.72$ 11-Jan 4.16660% 640,062.71$ 59,625.86$ -$ 8,672,851.78$ 11-Feb 4.16660% 640,062.71$ 64,436.21$ -$ 9,372,540.34$ 11-Mar 4.16660% 640,062.71$ 69,279.64$ -$ 10,077,039.27$ 11-Apr 4.16660% 640,062.71$ 74,156.37$ -$ 10,786,381.62$ 11-May 4.16660% 640,062.71$ 79,066.63$ -$ 11,500,600.71$ 11-Jun 4.16660% 640,062.71$ 84,010.64$ -$ 12,219,730.05$ 11-Jul 4.16660% 640,062.71$ 88,988.65$ -$ 12,943,803.40$ 11-Aug 4.16660% 640,062.71$ 94,000.88$ -$ 13,672,854.76$ 11-Sep 4.16660% 640,062.71$ 99,047.56$ -$ 14,406,918.34$ 11-Oct 4.16660% 640,062.71$ 104,128.95$ -$ 15,146,028.62$ 11-Nov 4.16660% 640,062.71$ 109,245.26$ -$ 15,890,220.28$ 11-Dec 4.16660% 640,062.71$ 114,396.76$ 1,392,419.97$ 16,639,528.25$

Principal Payment 15,247,108$ Loan Interest Expense 1,392,419.97$ Construction Loan Fee 152,471.08$

Total Construction Loan costs 16,791,999.33$

Annual Interest Rate 6%Principal of Loan 16,791,999.33$ Duration 10 yearsDebt Covenant Requirement 80% Pre-leased

Period Loan Payable Interest Expense Cash Payment2012 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2013 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2014 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2015 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2016 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2017 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2018 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2019 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2020 16,791,999.33$ 1,007,519.96$ 1,007,519.96$ 2021 16,791,999.33$ 1,007,519.96$ 17,799,519.29$

Principal Payment 16,791,999.33$ Interest Payments 10,075,199.60$

Terms of Revolving Construction Loan

Terms of Fixed Interest Rate Permanent Loan

Appendix A-4 TIF Calculation

Total Value of Development 21,945,358$ Interest Rate on Fixed Loan 6%

Property Tax Rate 2.50% Period 10 yearsProperty Taxes YR 1 548,633.96$ Non-School Portion (45%) 246,885.28$ Present Value of Non-School Portion of Property taxes for 25 years ($7,013,383.29)

Maximum Total Value of TIF Financing $7,013,383.29

Portion of TIF Financing to Live Green LLC $1,753,345.82% TIF Financing to Live Green LLC 25%

*TIF Financing factored into Equity to calculate initial construction loan and loan to value ratio

Tax Increment Financial Subsidy

Appendix A-5 In-depth Sensitivity Analysis

Variable Value IRR% Delta

from mean

$22 30% -3%$24 33% 0%$26 35% 2%$22 31% -2%$24 33% 0%$26 35% 2%$22 29% -4%

$24.76 33% 0%

$26 34% 1%

7.50% 42% 9%8.5% 33% 0%9.5% 24% -9%2.0% 31% -2%3.0% 33% 0%4.0% 34% 1%9.0% 38% 5%14.0% 33% 0%19.0% 27% -6%

SENSITIVITY ANALYSIS

Retail Rents / SF

Office Rents / SF

Residential Rents / SF

Cap Rates

Vacancy Rates 3 yr. average

Inflation

Appendix A-6 Vacancy Rate Calculations

Year Vacancy Rate Total Office Rent Vacancy CostsYR 1 20% $687,624 $137,525YR 2 15% $708,253 $106,238YR 3 7% $729,500 $51,065

Year Vacancy Rate Total Retail Rent Vacancy CostsYR 1 20% $762,624 $152,525YR 2 15% $785,503 $117,825YR 3 7% $809,068 $56,635

Year Vacancy Rate Total Residential Rent Vacancy CostsYR 1 20% $829,159 $165,832

YR 2 15% $854,033 $128,105YR 3 7% $879,654 $61,576

VACANCY RATES

OFFICE

RETAIL

RESIDENTIAL

Appendix A-7 Assumptions for Financial Model

Inflation 3%

Exit Capitalization Rate 8.5%Management Fees 5%

Supporting Data

Federal Long Term Capital Gain (5+ years) 15.0%Federal Ordinary Income 35.0%Michigan Long Term Capital Gain 3.9%Michigan Ordinary Income 3.9%

Total Construction Costs $21,945,358Less Land Acquisition Costs ($1,619,577)Total Depreciable Basis $20,325,781% allocation to Residential Rental Property 74%% Allocation to Non-Residential Real Property 26%DepreciationResidential Rental Property 27.5 Years Straight LineNon-Residential Real Property 39 Years Straight LineResidential Rental Depreciation $546,948.30Non-Residential Real Depreciation $135,505.21

Selling price $26,635,716Less: Sales Fees (5%) ($1,331,786)Less: Book Value of Property ($19,897,998)Plus: Depreciation $2,047,360.53

Taxable Gain $7,453,293Capital Gain Tax ($1,408,672)

Sales Proceeds $25,303,930Loan Payoff ($16,791,999)Capital Gain Tax ($1,408,672)Cash Flow $7,103,259

Loan to Value 70%Equity Invested $6,583,607.50Construction Loan -- Principal $15,361,750.83Interest Rate 8.25%Amortization Period (months) 24Fixed Interest Rate Loan -- Principal $16,791,999.33Interest Rate 6%Amortization Period (years) 10Annual Payment $1,007,519.96 p p of available for lease and for sale units

GAIN ON SALE

FINANCING

TAX RATES

DEPRECIATION

RESIDENTIAL LEASE AGREEMENT

The following notice is in 12-point type in accordance with MCL 554.634

NOTICE: Michigan law establishes rights and obligations for parties to rental agreements. This agreement is required to comply with the Truth in Renting Act. If you have a question about the interpretation or legality of a provision of this agreement, you may want to seek assistance from a lawyer or other qualified person.

This lease (the Lease) is entered into on [date], between LiveGreen LLC, of 2117 Go Blue Lane, Big House MI (Landlord), and [name of tenant], of [address] (Tenant), on the terms and conditions set forth below.

1. Basic Lease Provisions. The basic lease provisions are stated forth below and further explained in the section referenced to the right of each provision:

(a) Premises: ASHLEY GREENS, Unit Number ______ See §2 (b) Term: for ____ year(s), beginning _________, and ending _________ See §3 (c) Rent: $________ per month beginning _________ See §4 (d) Security deposit: $_________ See §5 (e) Number of occupants: ____

Names of persons who will occupy the Premises with the Tenant: ________________________________________________________

See §6

(f) Tenant shall be responsible for the utilities checked below: _____ Garbage removal _____ Water and sewer _____ Gas __x _ __

Electricity x _

See §17

Telephone

2. Premises. The Tenant leases from Landlord the real property as referenced in section 1(a) (the Premises), together with any furnishings, fixtures, personal property, and appurtenances furnished by Landlord for Tenant’s use. 3. Term. The term of this Lease shall be for the term beginning and ending as stated in section 1(b). References in this Lease to the term of the Lease include any renewal terms. Tenant shall receive possession on the signing of the Lease. 4. Rent. Tenant shall pay Landlord, by check or money order, at the address stated above or an address designated by Landlord, monthly rent installments as stated in section 1(c), payable in advance, on or before the fifth day of each month during the term of this Lease. Tenant shall pay the first monthly installment when Tenant signs the Lease. Tenant shall pay Landlord a late fee of $25 for each monthly installment not received by Landlord within five days of its due date. This increase shall be considered additional rent and shall compensate

Landlord for costs incurred because of late payments. Landlord’s right to collect this additional rent shall be in addition to Landlord’s right to take action under other provisions of this Lease for Tenant’s default in paying rent. The Tenant shall pay all additional rent to Landlord promptly after the due date of the delinquent installment. All rent paid after the due date and payments to cover checks that have been returned for insufficient funds must be paid at the place designated for payment, by cashier’s check, certified check, or money order. 5. Security deposit. On the signing of the Lease, Tenant deposited with Landlord a security deposit in the amount stated in section 1(d) (not to exceed 11/2

months’ rent) as a security deposit to reimburse Landlord for actual damages to the rental unit or ancillary facilities that directly result from conduct not reasonably expected in the normal course of habitation of a dwelling and to pay Landlord for all rent in arrearage or due for premature termination of this Lease by Tenant and for any of Tenant’s utility bills not paid by Tenant. Tenant is liable for any balances remaining unpaid after Landlord applies the security deposit to such amounts.

6. Use. Tenant shall use the Premises solely as a single-family residence. No persons other than those listed at the end of this Lease shall occupy the Premises for more than seven days during the term of this Lease without prior written consent from Landlord. The maximum number of persons permitted to occupy the Premises is set forth in section 1(e). The names of all persons who will occupy the Premises are also set forth in section 1(e). Tenant agrees that neither Tenant, nor a member of Tenant’s household, nor any other person under Tenant’s control will unlawfully manufacture, deliver, possess with intent to deliver, or possess a controlled substance on the Premises. 7. Condition of the Premises. Tenant acknowledges that no representations about the condition of the Premises or promises to alter or to improve the Premises before or during the term of the Lease have been made except as stated in this Lease. 8. Maintenance, repairs, and damage of the Premises. Throughout the term of the Lease, Tenant shall maintain the Premises in good condition and shall allow no waste of the Premises or any utilities. Tenant shall be liable for any damage to the Premises or to Landlord’s other property that is caused by the acts or omissions of Tenant or Tenant’s guests. Tenant shall pay, on Landlord’s demand, to replace any broken window glass on the Premises or any lost or broken keys. 9. Decorations and alterations. Other than hanging decorations on the walls with nails or other materials approved by Landlord, Tenant shall not alter or decorate the Premises without prior written consent from Landlord. Landlord’s consent to a particular decoration or alteration shall not be deemed consent to future decorations or alterations. Tenant shall not remove any furnishings Landlord furnishes to Tenant, drive nails into the woodwork, or use any adhesive material on the walls without prior written consent from Landlord. 10. Assignments and subleases. Tenant shall not assign this Lease or sublease any part of the Premises.

11. Interruption of services. As long as the Premises are habitable and Landlord makes any repairs or improvements within a reasonable period of time, any interruption of services or utilities, inconvenience, or discomfort arising from repairs or improvements to the Premises shall not affect this Lease, reduce the rent, or be construed as an eviction. 12. Prohibitions. Neither Tenant nor Tenant’s guests shall

a. install any equipment or appliances that, in Landlord’s opinion, cause an unsafe condition on the Premises; b. accumulate refuse on or around the Premises that might pose a health hazard to Tenant or to Tenant’s neighbors; c. allow any activity on or around the Premises that would result in an increase in fire insurance premiums for the Premises; d. permit any flammable liquids or explosives to be kept on or around the Premises; e. permit on the Premises any act that would injure Landlord’s reputation or interfere with the rights or the quiet enjoyment of other persons; f. change or install any locks on the Premises or in the building where the Premises are located without written consent from Landlord; g. bring any water beds, floor safes, or other heavy objects on the Premises; h. bring any animals on the Premises without written consent from Landlord; i. unlawfully manufacture, deliver, possess with intent to deliver, or possess a controlled substance on the leased premises; or j. permit any laws to be violated on the Premises.

13. Access to the Premises. Tenant shall allow Landlord and Landlord’s agents reasonable access to the Premises to inspect, repair, alter, or improve the Premises. Tenant shall also allow insurance carriers and representatives, fire department inspectors, police, or local health authorities to inspect the Premises to the extent permitted by law. Tenant shall allow Landlord or Landlord’s agents to show the Premises to prospective Tenants at reasonable times during the 60 days before the term of this Lease expires and to prospective purchasers on reasonable notice to Tenant. 14. Vacation or abandonment of the Premises. If Tenant removes substantially all Tenant’s property from the Premises, Landlord may immediately enter and redecorate the Premises without abatement of rent; and these acts shall not affect Tenant’s obligations under this

Lease. If Tenant abandons the Premises before the Lease expires, all rent for the remainder of the term of the Lease shall immediately become due. 15. Property loss or damage. To the extent permitted by law, Landlord and Landlord’s agents shall not be liable for any damage to property or loss of property that is caused by theft or casualty on the Premises. Landlord recommends that Tenant obtain insurance to protect Tenant’s personal property against such loss or damage. 16. Damage or destruction of the Premises. If a casualty partially destroys the Premises but they can be restored to a tenantable condition within 30 days, Landlord shall repair the Premises with reasonable dispatch; however, Landlord’s obligation to repair the Premises shall be limited to the amount of insurance proceeds actually received by Landlord. Tenant’s obligation to pay rent shall be suspended while the Premises are untenantable. If a casualty damages the Premises to the extent that they cannot be restored to a habitable condition within 30 days, either party may terminate this Lease by giving the other party written notice within 15 days after the casualty. Landlord shall not be liable for any reasonable delay or for providing housing for Tenant during repairs. 17. Utilities. Tenant is responsible for the costs of the utilities and services for the Premises marked in section 1(f). Landlord is responsible for the payment of the cost of the services and utilities listed in that section and not marked for payment by Tenant. 18. Termination. When this Lease terminates, Tenant shall surrender possession of the Premises to Landlord in the condition they were in when they were delivered to Tenant, except for normal wear and tear. Tenant shall also return all keys for the Premises to Landlord. 19. Default and Landlord’s remedies.

a. If Tenant defaults on any obligations under this Lease or misrepresents any information in the application for this Lease, Landlord may, on written notice to Tenant, terminate the Lease and enter the Premises as permitted by law; Tenant and any other occupants shall surrender the Premises to Landlord by the date stated in the notice. If Landlord terminates the Lease, Landlord may recover Landlord’s expenses for enforcing Landlord’s rights under the Lease and applicable law, including court costs and attorney fees, from Tenant, as permitted by statute; and rent for the rest of the term of the Lease shall immediately become due. Tenant may not be liable for the total accelerated amount because of Landlord’s obligation to minimize damages, and either party may ask a court to determine the actual amount owed, if any. If Tenant fails to pay rent or any other sums when due to Landlord, Landlord serves a notice of default on Tenant as required by law, and Tenant fails to remit the amounts due before the notice period expires, the amount of court costs and attorney fees incurred by Landlord in enforcing Landlord’s remedies and allowed by statute shall be added to the amount of the arrearage.

b. It is a violation of this lease if Resident, a member of Resident’s household, or any other person under Resident’s control unlawfully manufactures, delivers, possesses with intent to deliver, or possesses a controlled substance as defined by Michigan law anywhere on the leased premises, including the apartment or any part of the apartment building or common areas or facilities. Pursuant to Michigan law, if Resident violates this provision, Owner may serve a written demand for possession for termination of this lease, giving Resident 24 hours’ notice of the lease termination and demand for possession. Resident acknowledges that an order of eviction/writ of restitution may be issued by the court immediately after the entry of a judgment for possession. Resident’s initials: _____.

20. Holding over. Tenant may, with Landlord’s permission, continue to occupy the Premises after the term of this Lease expires without renewing this Lease or signing another lease for the Premises. Such tenancy shall be on a month-to-month basis and subject to the provisions of this Lease except that the monthly rent shall increase 10 percent from the rent for the last month of the term of the Lease, and Landlord may increase rent on 30 days’ notice to Tenant. 21. Notices. Any notices under this Lease shall be in writing and delivered to the recipient personally or by first-class mail fully prepaid at the recipient’s last known address. Unless otherwise required by law, the date of service shall be the date of hand delivery or the mailing date. 22. Modifications. No modifications of this Lease shall be binding unless they are in writing and signed by Landlord and Tenant. 23. Whole agreement. This Lease sets forth the entire agreement between Landlord and Tenant. There are no verbal or written agreements that are not contained in this Lease between the parties. 24. Binding effect. This Lease shall bind and benefit the parties to the Lease and their heirs, personal representatives, successors, and permitted assigns. 25. Severability. If any provision of this Lease is invalid, unlawful, or unenforceable to any extent, the rest of the Lease and the application of the provision to persons or circumstances other than those for which it is invalid, unlawful, or unenforceable are not affected. 26. Effective date. This ease is effective on the date first stated in this Lease.

TENANT LANDLORD [Name of landlord]

/s/[Typed name of tenant]

______________________________ By: /s/[Typed name of authorized signer]

_______________________________

Its: [Title of authorized signer]

STATE REQUIRED NOTICES TO RESIDENTIAL TENANTS

MICHIGAN TRUTH IN RENTING ACT NOTICE

NOTICE: MICHIGAN LAW ESTABLISHES RIGHTS AND OBLIGATIONS FOR PARTIES TO RENTAL AGREEMENTS. THIS AGREEMENT IS REQUIRED TO COMPLY WITH THE TRUTH IN RENTING ACT. IF YOU HAVE A QUESTION ABOUT THE INTERPRETATION OR LEGALITY OF A PROVISION OF THIS AGREEMENT, YOU MAY WANT TO SEEK ASSISTANCE FROM A LAWYER OR OTHER QUALIFIED PERSON.

MICHIGAN SECURITY DEPOSIT ACT NOTICE

TO TENANT: YOU MUST NOTIFY YOUR LANDLORD IN WRITING WITHIN FOUR (4) DAYS AFTER YOU MOVE OF A FORWARDING ADDRESS WHERE YOU CAN BE REACHED AND WHERE YOU WILL RECEIVE MAIL; OTHERWISE YOUR LANDLORD SHALL BE RELIEVED OF SENDING YOU AN ITEMIZED LIST OF DAMAGES AND THE PENALTIES ADHERENT TO THAT FAILURE.

NOTICE OF LIMITED CANCELLATION RIGHTS A Tenant who has occupied the Premises for more than thirteen (13) months may terminate this lease upon sixty (60) days written notice to Landlord if: (i) Tenant has become eligible during the term to take possession of a subsidized rental unit in senior citizen housing and provides Landlord with written proof thereof; or (ii) Tenant has become incapable during the term of living independently, as certified by a physician in a notarized statement. Election to cancel under this paragraph is limited to the Tenant to whom the foregoing applies, and the lease continues in full force and effect for remaining Tenants

APPLICATION TO RENT PROPERTY

Please answer the following questions fully.

PERSONAL INFORMATION

Name: ________________________________________________________________ Current address: ________________________________________________________ Current phone nos. Home: ____________Work: ____________Mobile: ____________ Social Security no.: ______________________________________________________ Drivers license no.: ______________________________________________________

EMPLOYMENT

Employment status, including occupation and/or student status: ___________________ ______________________________________________________________________ Name of current employer: ________________________________________________ Current employer’s address and phone no.: ___________________________________ Length of time with current employer: _______________________________________ Position with current employer: ____________________________________________ Gross monthly income: $__________________________________________________ Name, address and phone no. of prior employer if with current employer less than one year: __________________________________________________________________

RENTAL HISTORY

Name & Address of current landlord: ___________________________________ ______________________________________________________________________ Date current lease expires: _________________________________________________ How long have you lived at your current address? ______________________________ Have you ever been evicted or sued by a landlord? ____________ If yes, explain _____ ______________________________________________________________________

OTHER

Number of occupants covered by this application: ________ adults _________ children Have you ever been convicted of a criminal offense? ____________ If yes, explain: ___ ______________________________________________________________________ ______________________________________________________________________ Have you ever filed for bankruptcy? _______________ If yes, when _______________

CONDITIONS

Landlord may refuse to rent to Applicant if any of the information provided herein is found to be untrue, and may terminate Applicant’s tenancy if information provided herein is found to be untrue after renting to Applicant. If Landlord rents premises to Applicant, possession of the unit shall not be provided to Applicant until, in Landlord’s sole discretion, the premises are ready for occupancy. Except as provided in the lease, the Landlord shall not be liable for damages in the event the premises are not ready for occupancy on the date prescribed in the lease, and Landlord shall not be liable for damages in any event where the premises cannot be occupied on the prescribed date because of causes beyond Landlord’s control. I authorize the person to whom this application is made and any credit bureau or other investigative agency employed by such person to investigate any references herein listed or statements or other data obtained from me or from any other source pertaining to my credit or financial responsibility. I also authorize the person to whom this application is made (including his or her agents) to obtain a copy of my credit report to assist in evaluating my application and, thereafter, to obtain and use in attempting to collect unpaid rent, late fees, or other charges from me. I CERTIFY THAT ALL OF THE INFORMATION I HAVE PROVIDED IN RESPONSE TO THE QUESTIONS CONTAINED IN THIS APPLICATION IS TRUE. I FURTHER CERTIFY THAT I HAVE READ THE CONDITIONS CONTAINED AT THE BOTTOM OF THE APPLICATION FORM, THAT I UNDERSTAND THEM, AND THAT I VOLUNTARILY SUBMIT THIS APPLICATION.

Dated: ____________ /s/____________ Applicant signature

Ashley Greens Commercial i

ASHLEY GREENS COMMERCIAL LEASE

Project: The Crossings

Landlord Live Green L.P.

Tenant:_________., a Michigan corporation

INDEX TO LEASE

ARTICLE TITLE PAGE

1. DEFINITIONS AND CERTAIN BASIC PROVISIONS ............................................................ 1

2. GRANTING CLAUSE ................................................................................................................ 2

3. DELIVERY OF PREMISES ........................................................................................................ 2

4. RENT ........................................................................................................................................... 2

5. SALES REPORTS, RECORDS AND FINANCIAL STATEMENTS ........................................ 4

6. TENANT’S RESPONSIBILITY FOR TAXES, OTHER REAL ESTATE CHARGES AND INSURANCE EXPENSES ............................................................................. 5

7. COMMON AREAS ..................................................................................................................... 5

8. MERCHANTS’ ASSOCIATION OR PROMOTIONAL FUND ................................................ 7

9. USE AND CARE OF PREMISES ............................................................................................... 7

10. MAINTENANCE AND REPAIR OF PREMISES ...................................................................... 9

11. ALTERATIONS .......................................................................................................................... 9

12. LANDLORD’S RIGHT OF ACCESS ......................................................................................... 10

13. SIGNS; STORE FRONTS ........................................................................................................... 10

14. UTILITIES ................................................................................................................................... 10

15. INSURANCE COVERAGES ...................................................................................................... 10

16. WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION.................................... 11

17. DAMAGES BY CASUALTY ..................................................................................................... 11

18. EMINENT DOMAIN .................................................................................................................. 12

19. ASSIGNMENTS AND SUBLETTING ....................................................................................... 12

20. SUBORDINATION; ATTORNMENT; ESTOPPELS ................................................................ 13

Ashley Greens Commercial ii

21. DIRECTION OF TENANT’S ENERGIES ................................................................................. 14

22. DEFAULT BY TENANT AND REMEDIES .............................................................................. 14

23. LANDLORD’S CONTRACTUAL SECURITY INTEREST...................................................... 17

24. HOLDING OVER ........................................................................................................................ 18

25. NOTICES ..................................................................................................................................... 18

26. COMMISSIONS; TITLE ADVICE ............................................................................................. 18

27. REGULATIONS; ADA ............................................................................................................... 18

28. TENANT’S BANKRUPTCY; LANDLORD’S REMEDIES ...................................................... 18

29. LANDLORD DEFAULT ............................................................................................................. 19

30. MISCELLANEOUS .................................................................................................................... 19

Exhibit A Legal Description Exhibit B Site Plan Exhibit C Sign Criteria Exhibit D Building Rules and Regulations Exhibit E Work Letter - Leasehold Improvements Exhibit F Guaranty Exhibit G Renewal Option Exhibit H-1 Exclusives Exhibit H-2 Prohibited Uses Exhibit I Commencement Date Agreement

Brewer/Crossings Purchase/Lease Tenant.1 1

COMMERCIAL LEASE

ARTICLE 1 DEFINITIONS AND CERTAIN BASIC PROVISIONS

1.1 The following list sets out certain defined terms and certain financial and other information pertaining to this Lease (herein so called):

(a) “Landlord”: LiveGreen LLC., a Michigan limited liability corporation

(b) LiveGreen LLC, 2117 Go Blue Lane, Big House MI

Landlord’s e-mail address for delivery of plans:

(c) “Tenant”: __________________________, a Michigan corporation

(d) Tenant’s address:

Tenant’s e-mail address for delivery of plans:_______________________

(e) Tenant’s trade name:

(f) Tenant’s emergency telephone number: Tenant’s telecopier number:

(g) Tenant’s Guarantor:

(h) “Agent(s)”:

(i) “Project”: Landlord’s property located in the City of _________, _______ County, Ohio, which property is described or shown on Exhibit A attached to this Lease. Notwithstanding anything to the contrary contained herein, Landlord may be replatting the Project and upon such replatting (if any), the recording information for such replat shall be the legal description of the Project. Landlord and Tenant acknowledge and agree that Landlord may replat and subdivide the Project (and one or more of such parcels may be removed from the definition of “Project”), so long as Landlord imposes upon each parcel (if such replatting actually creates separate parcels), a reciprocal easement agreement providing for common area usage by all parcels, cross access, parking (if deemed appropriate by Landlord), and pedestrian access, as well as utility easements for each of the subdivided parcels. The square footage of the Project and Tenant’s Proportionate Share shall be adjusted if deemed necessary by Landlord. Notwithstanding anything to the contrary contained herein, additional lots may be created or subdivided in the Project and/or subject to ground leases, including, without limitation, Lot 9148 or Lot 9149 (if First Merit Bank moves to such Lot 9149), which Lot 9148 or Lot 9149is currently owned by Landlord but not included in the definition of Project (Lot 9148 or Lot 9149 together with any and all other ground lease locations are herein sometimes collectively referred to as the “Ground Lease Premises”). Such Ground Lease Premises may then be self-maintained and/or removed from certain obligations for taxes, insurance and CAM and may be then currently owned by Landlord but not included in the definition of “Project”. In the event that such ground lease(s) are entered into, amended or terminated, Landlord may include (for any Ground Lease Premises for which a ground lease is not entered into or terminated) or exclude (for any Ground Lease Premises for which a ground lease is entered into or amended), the Ground Lease Premises in the definition of Project and Tenant’s Proportionate Share shall then change to reflect the inclusion or exclusion upon written notice from Landlord to Tenant (for such items that are either included or excluded in such ground lease(s)). Notwithstanding anything to the contrary contained herein, Landlord agrees that in the event that any items contained in this Lease were to be shared by such Ground Lease Premises (e.g. real estate charges, insurance expenses or CAM), Landlord agrees to exclude any of such items separately paid for or maintained by such Ground Lease Premises from the items to be paid by Tenant hereunder (such inclusion or exclusion is sometimes herein collectively referred to as a “Ground Lease Adjustment”).


(j) “Demised Premises”: a store unit in the Project containing approximately 13,500 square feet in area (measured by calculating lengths and widths to the exterior of outside walls and to the center of interior walls) and being described or shown on Exhibit B attached to this Lease. With regard to Exhibit B

(k) “Commencement Date”: the earlier of (i) the date upon which Tenant opens for business at the Demised Premises, or (ii) ninety (90) days after the Demised Premises are deemed “ready for occupancy” (as defined in

, the parties agree that the exhibit is attached solely for the purpose of locating the Project and the Demised Premises within the Project and that no representation, warranty, or covenant is to be implied by any other information shown on the exhibit (i.e., any information as to buildings, dimensions, tenants or prospective tenants, etc. is subject to change at any time). Notwithstanding anything to the contrary contained herein, upon completion of the Landlord’s Work (as hereinafter defined), Landlord shall provide written notice to Tenant of the exact square footage of the Demised Premises as calculated by Landlord’s architect or engineer. Such determination shall be final and all items in this Lease (e.g. Minimum Guaranteed Rental, Percentage Rental, Breakpoint and Tenant’s Proportionate Share [all as hereinafter defined]), shall be adjusted accordingly. Notwithstanding anything to the contrary contained herein, in the event that Landlord enters into or terminates a ground lease or does not enter into the ground lease for Lot 9148 or Lot 9149 (“Bank Ground Lease”), and notifies Tenant in writing that it is entering into a ground lease or notifies Tenant that any ground lease has terminated or notifies Tenant that it is not entering into the Bank Ground Lease, the parties agree to a Ground Lease Adjustment of all of such items based on the terms of such ground lease or the amount of square footage completed in the Project by Landlord in the event that Landlord does not enter into any ground lease(s), the Bank Ground Lease or the ground lease(s) or Bank Ground Lease is/are terminated.

Exhibit E

(l) “Common Area Maintenance Charge” (“CAM”): Approximately $1,800.00 per month, payable in advance. See Article 7. Tenant acknowledges and agrees that there are two (2) Common Area Maintenance Charges, (1) Common Area Charges under the recorded OEA related to the legal lot upon which the Demised Premises is located (“OEA CAM”) and (2) Landlord imposed CAM (as hereinafter defined).

attached to this Lease), it being Landlord’s estimate that the Demised Premises will be “ready for occupancy” on or before August 1, 2007.

(m) “Lease Term”: Commencing on the Commencement Date and continuing for ten (10) years after the Commencement Date; provided that if the Commencement Date is a date other than the first day of a calendar month, the Lease Term shall be extended for the number of days in the remainder of the calendar month in which the Commencement Date occurs. Additionally, if there are any renewal options granted in this Lease, the phrase “Lease Term” shall include such renewal options.

(n) “Minimum Guaranteed Rental”: In respect of each full year during years one (1) through ten (10) of the Lease Term, the Minimum Guaranteed Rental shall equal the product of $12.00 times the number of square feet in the Demised Premises, payable in advance in equal monthly installments. In respect of each full year during years eleven (11) through fifteen (15) of the Lease Term (1st Renewal Option; see Exhibit G), the Minimum Guaranteed Rental shall equal the product of $13.00 times the number of square feet in the Demised Premises, payable in advance in equal monthly installments. In respect of each full year during years sixteen (16) through twenty (20) of the Lease Term (2nd Renewal Option, see Exhibit G

(o) “Percentage Rental Rate”: six percent (6%). The “Breakpoint” for each year of the Lease Term is as follows: years 1-10= $2,700,000.00; years 11-15= $2,925,000.00; years 16-20= $3,150,000.0 See Article 4.

), the Minimum Guaranteed Rental shall equal the product of $14.00 times the number of square feet in the Demised Premises, payable in advance in equal monthly installments.

(p) “Permitted Use”: Subject to the Permitted Exceptions (as hereinafter defined) and the Prohibited Uses (as hereinafter defined), Tenant may use the Demised Premises for the retail sale of sporting goods and accessories and no other use. Specifically, in no event shall Tenant be permitted any use which shall require a change in the number or location of parking spaces in the Project.

(q) “Prepaid Rental”: $19,125.00, being due and payable upon execution of this Lease and being an estimate of the Minimum Guaranteed Rental, CAM, and Tenant’s obligations for taxes, other real estate charges and insurance for the first (1st) month of the Lease Term, such Prepaid Rental being due and payable upon execution of this Lease.


(r) Intentionally Deleted.

(s) “Exclusive Use”: Except for (i) the premises to be occupied by FirstMerit Bank NA, a national banking association, BED BATH & BEYOND INC., a New York corporation, OFFICEMAX NORTH AMERICA, INC., an Ohio corporation (formerly OfficeMax, Inc.), J & J Ventures, Inc. (PaPa John’s Pizza), PETCO ANIMAL SUPPLIES STORES, INC., a Delaware corporation, dba Petco Supplies & Fish, Shoe Carnival, Inc., Geri Good (Bellaza Avanti Salon) and any premises of 2,000 square feet or less (collectively, as expanded and/or relocated, the “Excluded Premises”) and (ii) any incidental use of any premises in the Project not to exceed twenty percent (20%) of such tenant’s premises (“Incidental Uses”), during the Lease Term, only if (x) this Lease is in full force and effect and (y) Tenant is not in default hereunder, Tenant shall have the exclusive right within the Project to sell __________________________________________________. In the event that Landlord specifically allows a tenant in a premises that is not one of the Excluded Premises to violate Tenant’s Exclusive Use, by not placing such restriction in such tenant’s lease and such tenant violates Tenant’s Exclusive Use, Landlord shall have ninety (90) days to remedy the violation. In the event that Landlord is unable to remedy the violation within such ninety (90) day period, as Tenant’s sole and exclusive remedy, Tenant shall have the right to terminate this Lease upon thirty (30) days written notice given to Landlord within one hundred twenty (120) days from the date of the original notice is delivered to Landlord or such termination right is deemed waived. Notwithstanding the foregoing, if the violation of Tenant’s Exclusive Use is by a tenant or other occupant of the Project whose lease expressly prohibits such tenant from violating Tenant’s Exclusive Use or exceeding the Incidental Uses (a “Renegade Tenant”), Landlord shall have one hundred eighty (180) days from the date such violation commences within which to effect cessation of such violation, and during such one hundred eighty (180) day period, Landlord shall not be deemed to have breached this section provided Landlord promptly and diligently commences and diligently prosecutes all actions (including terminating the lease or other occupancy agreement of such Renegade Tenant and obtaining injunctive relief) necessary to effect the cessation of such violation within such one hundred eighty (180) day period, and Landlord effects cessation of the violation within such one hundred eighty (180) day period. If Landlord promptly and diligently commences and diligently and continuously prosecutes all actions necessary to effect cessation of the violation by such Renegade Tenant within such one hundred eighty (180) day period but Landlord, despite its prompt and diligent efforts, does not succeed in effecting cessation of the violation by the Renegade Tenant within such one hundred eighty (180) day period, then commencing on the one hundred eighty-first (181st

) day after the violation commenced, Minimum Guaranteed Rental shall be reduced (and shall not accrue) by fifty percent (50%) until the date on which the such violation ceases. In addition, if despite Landlord’s prompt and diligent commencement and diligent and continuous prosecution of all actions necessary to effect cessation of the violation by such Renegade Tenant (including without limitation filing all available suits and taking all available appeals), Landlord does not succeed in effecting cessation of the violation by the Renegade Tenant within one (1) year of the date Tenant gives Landlord written notice of such violation, Landlord shall give Tenant written notice of Landlord’s failure to effect cessation of such violation. Within sixty (60) days of receipt by Tenant of such notice from Landlord, Tenant shall either elect to terminate this Lease by written notice to Landlord (in which event this Lease shall terminate on the date that is thirty (30) days from the date Tenant delivers such notice) or full Minimum Guaranteed Rental shall resume on the date that is seventy-five (75) days from the date Tenant receives such notice from Landlord. The remedies set forth herein are Tenant’s sole remedies for a violation of Tenant’s Exclusive Use or exceeding of the Incidental Uses.

1.2 The following chart is provided as an estimate of Tenant’s initial monthly payment broken down into its components.

This chart, however, does not supersede the specific provisions contained elsewhere in this Lease:

Initial Minimum Guaranteed Rental [Section 1.1(n)] $13,500.00

Initial Common Area Maintenance Charge ($1.60/ft annual) [Sections 1.1(l) and 7.4] $1,800.00

Initial Escrow Payment for Taxes ($3.00/ft annual) [Article 6] $3,375.00


Initial Escrow Payment for Insurance [$0.40/square foot annual; Article 6] $450.00

Total Initial Monthly Payment $19,125.00

ARTICLE 2 GRANTING CLAUSE

2.1 Landlord leases the Demised Premises to Tenant upon the terms and conditions set forth in this Lease, subject to (i) all matters of record which affect or relate to the Project, including, without limitation any items contained in any replat, if any, of the Project, that certain Operation and Easement Agreement, by and among Kohl’s Department Stores, Inc. and Landlord’s predecessor-in-interest recorded as Document No. ______________ in the _______ County Records (as amended, “OEA”) and all utility (and related construction and access) easements granted or to be granted by Landlord, (ii) and all laws, codes, rules, regulations and ordinances of any governmental or quasi-governmental entity, (iii) the Signage Criteria as more particularly described in Exhibit C attached hereto and made a part hereof for all purposes, (iv) the Building Rules and Regulations as more particularly described in Exhibit D attached hereto and made a part hereof for all purposes, (v) all exclusives granted to other tenants in the Project, including, without limitation, those set forth in Exhibit H-1 attached hereto and made a part hereof for all purposes (“Exclusives”) (collectively, (i), (ii), (iii), (iv) and (v), the “Permitted Exceptions”) and (vi) the Prohibited Uses (herein so-called) set forth in Exhibit H-2

ARTICLE 3 DELIVERY OF PREMISES

attached hereto and made a part hereof for all purposes. Tenant acknowledges and agrees that normal cooking smells and odors from a restaurant shall not be a nuisance, nor shall Tenant object to same.

3.1 EXCEPT TO THE EXTENT MODIFIED BY LANDLORD’S EXPRESS ASSUMPTION OF CONSTRUCTION OBLIGATIONS, IF ANY, IN AN EXHIBIT ATTACHED TO THIS LEASE, THE DEMISED PREMISES ARE BEING LEASED “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”; AND LANDLORD MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE DEMISED PREMISES (WITHOUT LIMITATION, LANDLORD MAKES NO WARRANTY AS TO THE HABITABILITY OR FITNESS OF THE DEMISED PREMISES).

ARTICLE 4 RENT

4.1 Rent shall accrue from the Commencement Date, and shall be payable to Landlord at Landlord’s address specified in Section 1.1(b) of this Lease, or to whatever other address Landlord may subsequently provide in writing to Tenant for delivery of rentals.

4.2 Tenant shall pay to Landlord Minimum Guaranteed Rental in monthly installments in the amounts specified in Section 1.1(n) (and any exhibit referred to therein) of this Lease. The first such monthly installment shall be due and payable on the Commencement Date, and subsequent installments shall be due and payable on the first day of each succeeding calendar month during the Lease Term; provided that if the Commencement Date is a date other than the first day of a calendar month, there shall be due and payable on or before such date as Minimum Guaranteed Rental for the balance of such calendar month a sum equal to that proportion of the rent specified for the first full calendar month as herein provided, which the number of days from the Commencement Date through the end of the calendar month during which the Commencement Date shall fall bears to the total number of days in such month.

4.3 In addition to the Minimum Guaranteed Rental, Tenant shall pay to Landlord, for each year during the Lease Term, Percentage Rental (herein so called) determined by (i) taking the total gross sales made in or from the Demised Premises during the particular calendar year (“Annual Gross Sales”) and then (ii) subtracting from the Annual Gross Sales the Breakpoint (as set forth in Section 1.1[o]) for such year of the Lease Term. The amount thus obtained shall then be multiplied by the by the Percentage Rental Rate specified in Section 1.1(o) of this Lease. The


Percentage Rental shall be paid in monthly installments as follows: On or before the 10th day of each calendar month during the Lease Term, Tenant shall pay to Landlord, the gross sales from such preceding month minus the Breakpoint divided by 12 (“Monthly Breakpoint”) and multiplying the sum thus obtained by the Percentage Rental Rate. In the event that the total of the monthly payments of Percentage Rental for any calendar year is not equal to [(the Annual Gross Sales minus the Breakpoint) times the Percentage Rental Rate], then Tenant shall pay to Landlord any deficiency or Landlord shall refund to Tenant any overpayment, as the case may be, within sixty (60) days after the end of such calendar year.

4.4 If this Lease should commence on a date other than the first day of a calendar year or terminate on a date other than the last day of a calendar year, Percentage Rental for such fractional part of the calendar year following the Commencement Date or preceding the termination date, as the case may be, shall be prorated to account for the partial year.

4.5 The term “gross sales” as used in Section 4.3 and elsewhere in this Lease, shall be construed to include the entire amount of the sales price, whether for cash or otherwise (including the full purchase price of purchases in whole or in part by means of gift certificates, advertising certificates or trade-ins), of all sales of merchandise and services, and other receipts whatsoever, of all business conducted in or from the Demised Premises, including, by way of illustration (but in no way limited to), mail or telephone orders received or filled at the Demised Premises, “layaways” and other deposits (offset by such sums refunded to purchasers), orders taken (although such orders may be filled elsewhere), sales to employees, sales through vending machines, electronic games or other devices, and sales by any sublessee, concessionaire or licensee or otherwise (as well as licensee fees, franchise fees and similar fees) in or from the Demised Premises. Each sale upon installment or credit shall be treated as a sale for the full price in the month during which such sale was made irrespective of the time when Tenant receives payment from its customer. No deduction shall be allowed for uncollected or uncollectible credit accounts. Gross sales shall not include, however, any sums collected and paid out for any sales or excise tax imposed by any duly constituted governmental authority, nor shall it include the exchange of merchandise between the stores of Tenant, if any, where such exchanges are made solely for the convenient operation of the business of Tenant and not for the purpose of consummating a sale which has theretofore been made in or from the Demised Premises and/or for the purpose of depriving Landlord of the benefit of a sale which otherwise would be made in or from the Demised Premises, nor the amount of returns to shippers or manufacturers, nor the amount of any cash or credit refund made upon any sale when the merchandise sold, or some part thereof, is thereafter returned by the purchaser and accepted by Tenant, nor sales of Tenant’s fixtures.

4.6 It is understood that the Minimum Guaranteed Rental is payable on the first day of each calendar month and Percentage Rental, if any, is payable on the tenth (10th

4.7 If Tenant fails in two consecutive months to make rental payments within ten (10) days after due, Landlord, in order to reduce its administrative costs, may require, by giving written notice to Tenant (and in addition to any late charge or interest accruing pursuant to Section 4.6 above, as well as any other rights and remedies accruing pursuant to Article 22 or Article 23 below, or any other provision of this Lease or at law or in equity), that Minimum Guaranteed Rental and all other charges set forth herein are to be paid quarterly in advance instead of monthly and that all future rental payments are to be made on or before the due date by cash, cashier’s check, or money order and that the delivery of Tenant’s personal or corporate check will no longer constitute a payment of

) day of each calendar month, without offset or deduction of any nature. In the event any rental is not received within ten (10) days after its due date for any reason whatsoever, or if any rental payment is by check which is returned for insufficient funds, then in addition to the past due amount Tenant shall pay to Landlord one of the following (the choice to be at the sole option of Landlord unless one of the choices is improper under applicable law, in which event the other alternative will automatically be deemed to have been selected): (a) a late charge in an amount equal to ten percent (10%) of the rental then due, in order to compensate Landlord for its administrative and other overhead expenses; or (b) interest on the rental then due at the maximum contractual rate which could legally be charged in the event of a loan of such rental to Tenant (but in no event to exceed 1½% per month), such interest to accrue continuously on any unpaid balance due to Landlord by Tenant during the period commencing with the rental due date and terminating with the date on which Tenant makes full payment of all amounts owing to Landlord at the time of said payment. Any such late charge or interest payment shall be payable as additional rental under this Lease, shall not be considered as a deduction from percentage rental, and shall be payable immediately on demand.


rental as provided in this Lease. Any acceptance of a monthly rental payment or of a personal or corporate check thereafter by Landlord shall not be construed as a subsequent waiver of said rights.

ARTICLE 5 SALES REPORTS, RECORDS AND FINANCIAL STATEMENTS

5.1 On or before the 10th day of each calendar month during the Lease Term, Tenant shall prepare and deliver to Landlord at the place where rental is then payable a certified statement of gross sales made from the Demised Premises during the preceding calendar month. In addition, within sixty (60) days after the expiration of each calendar year and within sixty (60) days after the termination of this Lease if this Lease should not terminate at the end of a calendar year, Tenant shall prepare and deliver to Landlord at the place where rental is then payable a statement of gross sales made from the Demised Premises during the preceding calendar year (or partial calendar year), certified to be correct by an independent Certified Public Accountant. Tenant shall furnish similar statements for its licensees, concessionaires and subtenants, if any. All such statements shall be in such form as the Landlord may require; and, if requested by Landlord, Tenant shall also provide to Landlord copies of sales reports submitted by Tenant to the Comptroller of the State of Michigan. Tenant acknowledges Landlord’s concern for prompt, accurate sales records, inasmuch as those records not only form the basis for percentage rentals but also enable Landlord to monitor the success of the Project. Tenant also acknowledges that its failure to submit statements of gross sales as required above will result in additional (although not readily ascertainable) expense to Landlord. Tenant therefore agrees that if it does not deliver to Landlord a statement of gross sales within ten (10) days following delivery to Tenant of a written demand from Landlord, then notwithstanding anything to the contrary contained elsewhere in this Lease the Minimum Guaranteed Rental for the particular month during which the statement was due and for each month thereafter (until the statement is delivered) shall automatically be increased by two hundred dollars ($200.00), with the increase not to be considered as a deduction from percentage rental. In addition, if Tenant fails for two consecutive months to deliver statements of gross sales within the times specified in the first two sentences of this Section, then for the remainder of this Lease the prerequisite of a written demand from Landlord shall cease and the rental increase of the immediately preceding sentence shall be applicable for any month in which the statement of gross sales is not delivered within ten (10) days following the prescribed due date. The rights of Landlord under the immediately preceding sentences are cumulative with the rights prescribed in Section 5.3, Article 22 and elsewhere in this Lease, at law or in equity.

5.2 Tenant shall keep in the Demised Premises or at some other location in the city where the Demised Premises are located a permanent, accurate set of books and records of all sales of merchandise and revenue derived from business conducted in the Demised Premises, and all supporting records such as tax reports and banking records. All such books and records shall be retained and preserved for at least twenty-four (24) months after the end of the calendar year to which they relate, and shall be subject to inspection and audit by Landlord and its agents at all reasonable times.

5.3 In the event that Tenant fails to deliver statements of gross sales for two (2) consecutive months or in the event that Landlord is not satisfied with the statements of gross sales submitted by Tenant, Landlord shall have the right to have its auditors make a special audit of all books and records, wherever located, pertaining to sales made in or from the Demised Premises. If Tenant’s statements are found to be incorrect to an extent of more than two percent (2%) over the figures submitted by Tenant, or if Tenant has failed to deliver statements, Tenant shall pay for such audit. In addition, Tenant shall promptly pay to Landlord any deficiency which is established by such audit.

5.4 If the Lease Term is in excess of one year, and if the gross sales for the first lease year are insufficient for Tenant to pay percentage rental for that year, then in addition to the statements and reports prescribed above, Tenant shall, within ten (10) days after a request from Landlord at any time thereafter, deliver to Landlord such financial statements as are reasonably required by Landlord to verify the net worth of Tenant and any guarantor of Tenant’s obligations under this Lease. This obligation will continue from time to time and during each subsequent year in which Tenant’s sales are insufficient for Tenant to pay percentage rental for the immediately preceding year.

5.5 Landlord shall use good faith efforts to keep confidential all sales reports, records and financial statements supplied by Tenant; however, Landlord shall have the right to reveal such information to prospective


purchasers, mortgagees (and agents in such regard) and to Landlord’s, attorneys, accountants, shareholders, partners and Landlord’s own managerial and administrative staff.

ARTICLE 6 TENANT’S RESPONSIBILITY FOR TAXES,

OTHER REAL ESTATE CHARGES AND INSURANCE EXPENSES

6.1 Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Demised Premises. If any such taxes are levied against Landlord, Landlord’s property or the Project and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Demised Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.

6.2 During the Lease Term, Tenant shall also be liable for “Tenant’s proportionate share” (as defined below) of all “real estate charges” (as defined below) and “insurance expenses” (as defined below) related to the Project or Landlord’s ownership of the Project. Tenant’s obligations under this Section 6.2 shall be prorated during any partial calendar year (i.e., period from the Commencement Date through December 31st

6.3 With regard to the calendar year during which the Lease Term expires, Landlord at its option either may bill Tenant when the charges become payable or may charge the Tenant an estimate of Tenant’s pro rata share of whichever charges have been being paid directly by Tenant (based upon information available for the current year plus, if current year information is not adequate in itself, information relating to the immediately preceding year).

of that calendar year and the period between the expiration date of this Lease and the immediately preceding January 1st). “Tenant’s Proportionate Share” shall be a fraction the numerator of which is the total floor area in the Demised Premises and the denominator of which is the total leasable floor area of all buildings in the Project at the time when the respective charge was incurred (excluding, however, areas for which any such real estate charges or insurance expenses, or both, are paid by a party or parties other than Landlord). “Real estate charges” shall include ad valorem taxes, general and special assessments, parking surcharges, any tax or excise on rents, any tax or charge for governmental services (such as street maintenance or fire protection) and any tax or charge which replaces any of such above-described “real estate charges”; provided, however, that “real estate charges” shall not be deemed to include any franchise, estate, inheritance or general income tax. Notwithstanding anything to the contrary contained herein, Tenant acknowledges and agrees that the Project is subject to a and “real estate charges” shall include that certain Tax Increment Financing District (“TIF”) and that payments shall be made pursuant to the Permitted Exceptions and underlying ordinances. Tenant agrees to comply with the reporting requirements of the TIF. “Insurance expenses” shall include all premiums and other expenses incurred by Landlord for liability insurance, fire and extended coverage property insurance and “all-risk” (or “special form”) property insurance (plus whatever endorsements or special coverages which Landlord [and Landlord’s lender], in Landlord’s [and Landlord’s lender’s] sole discretion, may consider appropriate, including all coverages shown in Article 15).

6.4 If at any time during the Lease Term, Landlord has reason to believe that at some time within the immediately succeeding twelve (12) month period Tenant will owe Landlord an additional payment pursuant to one or more of the preceding sections of this Article 6, Landlord may direct that Tenant prepay monthly a pro rata portion of the prospective future payment (i.e. the prospective future payment divided by the number of months before the prospective future payment will be due). Tenant agrees that any such prepayment directed by Landlord shall be due and payable monthly on the same day that Minimum Guaranteed Rental is due.

ARTICLE 7 COMMON AREAS

7.1 The term “Common Area” is defined for all purposes of this Lease as that part of the Project intended for the common use of all tenants, including among other facilities (as such may be applicable to the Project), parking area, private streets and alleys (inside or outside the Project), landscaping, curbs, loading area, sidewalks, malls and promenades (enclosed or otherwise), lighting facilities, drinking fountains, meeting rooms, public toilets, and the like and any outside seating areas, the use of which may be granted to another tenant of the


Project but which remain Common Area, but excluding (i) space in buildings (now or hereafter existing) designated for rental for commercial purposes, as the same may exist from time to time, (ii) streets and alleys maintained by a public authority, (iii) areas within the Project which may from time to time not be owned by Landlord (unless subject to a cross-access agreement benefiting the area which includes the Demised Premises), and (iv) areas leased to a single-purpose user (such as a bank or a fast-food restaurant) where access is restricted, unless Landlord shall have agreed to maintain such restricted area. In addition, although the roof(s) of the buildings in the Project are not literally part of the Common Area, they will be deemed to be so included for purposes of (i) Landlord’s ability to prescribe rules and regulations regarding same and (ii) their inclusion for purposes of common area maintenance reimbursements. Landlord reserves the right, in its sole and absolute discretion, to change from time to time the dimensions and location of the Common Area as well as the dimensions, identity and type of any buildings, improvements and dumpsters in the Project. For example, and without limiting the generality of the immediately preceding sentence, Landlord may from time to time substitute for any parking area other areas reasonably accessible to the tenants of the Project, which areas may be elevated, surface or underground.

7.2 Tenant, and its employees and customers, and when duly authorized pursuant to the provisions of this Lease, its subtenants, licensees and concessionaires, shall have the nonexclusive right to use the Common Area (excluding roofs of the buildings in the Project) as constituted from time to time, such use to be in common with Landlord, other tenants in the Project, other persons entitled to use same under the Permitted Exceptions and other persons permitted by Landlord to use the same, and subject to such reasonable rules and regulations governing use as Landlord may from time to time prescribe. Additionally, Landlord is granted the right to designate certain parking spaces in the Project as “reserved parking” for one or more tenants. For example, and without limiting the generality of Landlord’s ability to establish rules and regulations governing all aspects of the Common Area, Tenant agrees as follows:

(a) Landlord may from time to time designate specific areas within the Project or in reasonable proximity thereto in which automobiles owned by Tenant, its employees, subtenants, licensees and concessionaires shall be parked. In this regard, Tenant shall furnish to Landlord upon request a complete list of license numbers of all automobiles operated by Tenant, its employees, subtenants, licensees and concessionaires, and Tenant agrees that if any automobile or other vehicle owned by Tenant or any of its employees, subtenants, licensees or concessionaires shall at any time be parked in any part of the Project other than the specified areas designated for employee parking, Tenant shall pay to Landlord as additional rent upon demand an amount equal to the daily rate or charge for such parking as established by Landlord from time to time for each day, or part thereof, such automobile or other vehicle is so parked.

(b) Tenant shall not solicit business within the Common Area nor take any action which would interfere with the rights of other persons to use the Common Area.

(c) Landlord may temporarily close any part of the Common Area for such periods of time as may be necessary to make repairs or alterations or to prevent the public from obtaining prescriptive rights.

7.3 Landlord shall be responsible for the operation, management and maintenance of the Common Area, the manner of maintenance and the expenditures therefor to be in the sole discretion of Landlord.

7.4 In addition to the rentals and other charges prescribed in this Lease, Tenant shall pay to Landlord Tenant’s Proportionate Share of the cost of operation and maintenance of the Common Area (including, among other costs, those for lighting, painting, cleaning, policing, inspecting, water service (including charges to tenants for water on a pro-rata basis, based on all tenants which do not have a water meter or sub-meter), repairing and replacing all items comprising or related to the Common Area (and in the event of an enclosed mall or promenade in the Project, for heating and cooling and water service), which may be incurred by Landlord in its discretion, including the management fee Landlord pays to the manager of the Project, a reasonable allowance for Landlord’s overhead costs, the cost of any insurance for which Landlord is not reimbursed pursuant to Section 6.2, slurry coating the Project once every five (5) years (“Slurry Coating”) and any amounts payable by Landlord or required to be performed by Landlord under the Permitted Exceptions (collectively, “CAM”). In addition, although the roof(s) of the buildings in the Project are not literally part of the Common Area, Landlord and Tenant agree that roof maintenance repair and replacement shall be included in CAM to the extent not specifically allocated to Tenant under this Lease nor to another tenant pursuant to its lease. All expenses paid or reimbursed by Tenant pursuant to


Article 6 shall be excluded; moreover, with regard to capital expenditures (i) the original investment in capital improvements, i.e., upon the initial construction of the Project, shall not be included and (ii) improvements and replacements, to the extent capitalized on Landlord’s records, shall be included in CAM only to the extent of a reasonable depreciation or amortization (including interest accruals commensurate with Landlord’s interest costs), except for Slurry Coating which shall be billed and paid in the year of expenditure. If this Lease should commence on a date other than the first day of a calendar year or terminate on a date other than the last day of a calendar year, Tenant’s reimbursement obligations under Section 7.4 for CAM shall be prorated based upon Landlord’s expenses for the entire calendar year. Tenant shall make such payments to Landlord on demand, at intervals not more frequent than monthly. Landlord may at its option make monthly or other periodic charges based upon the estimated annual cost of operation and maintenance of the Common Area, payable in advance but subject to adjustment after the end of the year on the basis of the actual cost for such year. Notwithstanding anything to the contrary contained herein, Landlord may separately bill Tenant for Tenant’s Proportionate Share of amounts due under the Permitted Exceptions separately from other items included in CAM and Tenant shall pay such amounts immediately upon demand.

ARTICLE 8 MERCHANTS’ ASSOCIATION OR PROMOTIONAL FUND

8.1 In the event that Landlord shall organize a merchants’ association composed of tenants in the Project, Tenant agrees that it will join and maintain membership in such association, will pay such dues and assessments as may be fixed and determined from time to time by the association and will comply with such other bylaws, rules and regulations as may be adopted from time to time by the association.

8.2 In the event that Landlord shall establish a promotional fund to pay for advertising and other marketing activities of the Project (as may be directed by Landlord from time to time), Tenant shall pay whatever sums Landlord shall designate as Tenant’s proportionate contribution to the promotional fund.

ARTICLE 9 USE AND CARE OF PREMISES

9.1 Tenant shall commence business operations in the Demised Premises on or immediately after the Commencement Date and shall operate its business in an efficient, high class and reputable manner so as to produce the maximum amount of sales from the Demised Premises. Tenant shall not at any time leave the Demised Premises vacant, but shall in good faith, continuously throughout the Lease Term, conduct and carry on in the entire Demised Premises, the Permitted Use for which the Demised Premises are leased. Tenant shall, except during reasonable periods for repairing, cleaning and decorating, keep the Demised Premises open to the public for business with adequate personnel in attendance on all days during all hours (including evenings) established by Landlord from time to time as store hours for the Project, and during any other hours when the Project generally is open to the public for business (including extended hours during the shopping season prior to Christmas and whenever else that the majority of the retail tenants in the Project open for business during extended hours), except to the extent Tenant may be prohibited from being open for business by applicable law, ordinance or governmental regulation.

9.2 The Demised Premises may be used only for the Permitted Use specified in Section 1.1(p) above, and only under the trade name specified in Section 1.1(e) above (or, if Section 1.1(e) is not filled in, any trade name approved in advance by Landlord), and for no other purpose and under no other trade name without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion.

9.3 Tenant shall not, without Landlord’s prior written consent, keep anything within the Demised Premises or use the Demised Premises for any purpose which increases the insurance premium cost or invalidates any insurance policy carried on the Demised Premises or other parts of the Project. All property kept, stored or maintained within the Demised Premises by Tenant shall be at Tenant’s sole risk.

9.4 Tenant shall take good care of the Demised Premises and keep the same free from waste at all times. Tenant shall not overload the floors in the Demised Premises, nor deface or injure the Demised Premises. Tenant shall keep the Demised Premises and sidewalks, service-ways and loading areas adjacent to the Demised Premises neat, clean and free from dirt, rubbish, ice or snow at all times. Tenant shall store all trash and garbage


within the Demised Premises, or in a trash dumpster or similar container approved by Landlord as to type, location and screening; and Tenant shall arrange for the regular pick up of such trash and garbage at Tenant’s expense (unless Landlord finds it necessary to furnish such a service, in which event Tenant shall be charged an equitable portion of the total of charges to all tenants using the service). Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in the manner and areas prescribed by Landlord. Tenant shall not operate an incinerator or burn trash or garbage within the Project area. Tenant acknowledges and agrees that Landlord may be moving the dumpster(s) to a different location(s) in the Project.

9.5 The term “Hazardous Substances,” as used in this Lease, shall include, without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, any substances designated as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. §§9601-9675 (“CERCLA”) or any substances declared to be hazardous or toxic under any other law or regulation now or hereafter enacted or promulgated by any governmental authority. Tenant shall not cause or permit to occur:

(a) Any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted, related to human health or the environment or to environmental conditions on, under, or about the Demised Premises, or arising from Tenant’s use or occupancy of the Demised Premises, including, but not limited to, air, soil, ground water and surface water conditions; or

(b) The use, generation, release, manufacture, refining, production, processing, storage, or disposal in violation of law of any Hazardous Substance on, under, or about the Demised Premises, or the transportation in violation of law to or from the Demised Premises of any Hazardous Substance.

Tenant shall, at Tenant’s own expense, comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substances or other laws regarding human health or the environment (“Environmental Laws”). Tenant shall, at Tenant’s own expense, make all submissions to, provide all information required by and comply with all requirements of Environmental Laws. Should any governmental authority or any third party demand that a cleanup plan be prepared and that a cleanup be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the Lease Term, at or from the Demised Premises, or which arises at any time from Tenant’s use or occupancy of the Demised Premises, then Tenant shall, at Tenant’s sole cost and expense, prepare and submit the required plans and all related bonds and other financial assurances; and Tenant shall carry out all such cleanup plans. Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substances that is requested by Landlord. If Tenant fails to fulfill any duty imposed under this section within a reasonable time, Landlord may do so at Tenant’s expense and, in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Environmental Laws to the Demised Premises and Tenant’s use thereof, and for compliance therewith; Tenant shall execute all documents promptly upon Landlord’s request; and Tenant shall promptly reimburse Landlord for the costs incurred by Landlord in connection with such activities. No such action by Landlord and no attempt made by Landlord to mitigate damages under any Environmental Law shall constitute a waiver of any of Tenant’s obligations under this section. Tenant shall indemnify, defend, and hold harmless Landlord, the manager of the property and their respective officers, directors, members, beneficiaries, shareholders, partners, agents, and employees from all judgments, causes of action, liabilities, losses, fines, penalties, damages, suits, procedures, claims (including strict liability) and actions of every kind, alleged or asserted by any party, and all costs associated therewith (including, without limitation, any and all sums paid for settlement of claims, attorneys’, experts’ and consultants’ fees) arising out of or in any way connected with: 1) any deposit, spill, discharge, exposure to or other release of Hazardous Substances that occurs during the Lease Term, at or from the Demised Premises, which arises at any time from Tenant’s use or occupancy of the Demised Premises; or 2) Tenant’s failure to comply with Environmental Laws. Without limitation of the foregoing, this indemnification shall include any and all costs incurred due to any investigation of the site or any required repair, cleanup, removal, detoxification, restoration or closure mandated by federal, state or local governmental or quasi-governmental agency, entity or political subdivision. This indemnification and Tenant’s obligations and liabilities under this section shall survive the expiration of this Lease.


9.6 Tenant hereby acknowledges and agrees that Landlord is granted the right at any time or from time to time as Landlord deems necessary or appropriate in its sole discretion to inspect or have its consultants (“Consultants”) inspect the Demised Premises, at Tenant’s sole cost and expense, for the purpose of determining compliance with all environmental rules, regulations and laws. In the event that the Consultants determine that some remedial action or other measures are necessary to keep the Demised Premises from violating any environmental rules, regulations or laws, then Tenant agrees that it shall comply immediately with any such recommendations at its sole cost and expense. In the event that Tenant does not comply with such recommendations and complete such remedial measures within a twenty (20) day period, then it shall be an Event of Default hereunder entitling Landlord to all of its remedies under this Lease, at law and in equity.

9.7 Tenant shall maintain all display windows in a neat, attractive condition, and shall keep all display windows, exterior electric signs and exterior lighting under any canopy in front of the Demised Premises lighted from dusk until 11:00 p.m., every day, including Sundays and holidays (or any other hours established by Landlord for the Project).

9.8 Tenant shall include the address and identity of its business activities in the Demised Premises in all advertisements made by Tenant in which the address and identity of any similar local business activity of Tenant is mentioned.

9.9 Tenant shall procure and deliver to Landlord at its sole expense any permits and licenses required for the transaction of business in the Demised Premises and otherwise comply with all Permitted Exceptions, applicable laws, ordinances and governmental regulations and shall not violate the Prohibited Uses.

ARTICLE 10 MAINTENANCE AND REPAIR OF PREMISES

10.1 Landlord shall keep the foundation, the exterior structural walls (except plate glass; windows, doors, door closure devices and other exterior openings; window and door frames, molding locks and hardware; special store fronts; lighting, heating, air conditioning, plumbing and other electrical, mechanical and electromotive installation, equipment and fixtures; signs, placards, decorations or advertising media of any type; and interior painting or other treatment of interior or exterior walls) and roof (subject to the second sentence of Section 7.4 above) of the Demised Premises in good repair. Landlord, however, shall not be required to make any repairs occasioned by the act or negligence of Tenant, its agents, employees, subtenants, licensees and concessionaires (including, but not limited to, roof leaks resulting from Tenant’s installation of air conditioning equipment or any other roof penetration or placement); and the provisions of the previous sentence are expressly recognized to be subject to the provisions of Article 17 and Article 18 of this Lease. In the event that the Demised Premises should become in need of repairs required to be made by Landlord hereunder, Tenant shall give immediate written notice thereof to Landlord; and Landlord shall not be responsible in any way for failure to make any such repairs until a reasonable time shall have elapsed after receipt by Landlord of such written notice.

10.2 Tenant shall keep the Demised Premises in good, clean and habitable condition and shall at its sole cost and expense keep the Demised Premises free of insects, rodents, vermin and other pests and make all needed repairs and replacements, including replacement of cracked or broken glass, except for repairs and replacements required to be made by Landlord under the provisions of Section 10.1, Article 17 and Article 18. Without limiting the coverage of the previous sentence, it is understood that Tenant’s responsibilities therein include the repair and replacement of all lighting, heating, air conditioning, plumbing and other electrical, mechanical and electromotive installation, equipment and fixtures and also include all utility repairs in ducts, conduits, pipes and wiring, and any sewer stoppage located in, under and above the Demised Premises. Notwithstanding anything to the contrary contained herein, movement of the foundation due to soil movement, expansion or contraction and any other related costs, including sheetrock, texture and paint repair shall be the responsibility of Tenant.

If any repairs required to be made by Tenant hereunder are not made within ten (10) days after written notice delivered to Tenant by Landlord, Landlord may at its option make such repairs without liability to Tenant for any loss or damage which may result to its stock or business by reason of such repairs; and Tenant shall pay to Landlord upon demand, as additional rental hereunder, the cost of such repairs plus interest at the maximum contractual rate which could legally be charged in the event of a loan of such payment to Tenant (but in no event to


exceed 1½% per month), such interest to accrue continuously from the date of payment by Landlord until repayment by Tenant. At the expiration of this Lease, Tenant shall surrender the Demised Premises in good condition, excepting reasonable wear and tear and losses required to be restored by Landlord in Section 10.1, Article 17 and Article 18 of this Lease.

ARTICLE 11 ALTERATIONS

11.1 Tenant shall not make any alterations, additions or improvements to the Demised Premises without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion, except for the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Demised Premises, all of which shall be in compliance with the Permitted Exceptions and not in violation of the Prohibited Uses. Without limiting the generality of the immediately preceding sentence, any installation or replacement of Tenant’s heating or air conditioning equipment must be effected strictly in accordance with Landlord’s instructions. All alterations, additions, improvements and fixtures (including, without limitation, all floor coverings and all heating and air conditioning equipment but excluding Tenant’s unattached, readily movable furniture and office equipment) which may be made or installed by either party upon the Demised Premises shall remain upon and be surrendered with the Demised Premises and become the property of Landlord at the termination of this Lease, unless Landlord requests their removal, in which event Tenant shall remove the same and restore the Demised Premises to its original condition at Tenant’s sole cost and expense.

11.2 Notwithstanding anything contained herein to the contrary, all construction work done by Tenant within the Demised Premises, alterations, additions and improvements shall be performed in a good and workmanlike manner, in compliance with all governmental requirements, Permitted Exceptions and not in violation of the Prohibited Uses and in such manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the Project. Tenant agrees to defend, indemnify Landlord and hold Landlord harmless against any loss, liability or damage resulting from such work, and Tenant shall, if requested by Landlord, furnish bond or other security satisfactory to Landlord against any such loss, liability or damage.

11.3 In the event that Landlord elects to remodel all or any portion of the Project, Tenant will cooperate with such remodeling, including Tenant’s tolerating temporary inconveniences (and even the temporary removal of Tenant’s signs in order to facilitate such remodeling, as it may relate to the exterior of the Demised Premises).

ARTICLE 12 LANDLORD’S RIGHT OF ACCESS

12.1 Landlord shall have the right to enter upon the Demised Premises at any time for the purpose of inspecting the same, or of making repairs to the Demised Premises, or of making repairs, alterations or additions to adjacent premises, or of showing the Demised Premises to prospective purchasers, lessees or lenders.

12.2 Tenant shall permit Landlord to place and maintain “For Rent” or “For Lease” signs on the Demised Premises during the last one hundred eighty (180) days of the Lease Term, it being understood that such signs shall in no way affect Tenant’s obligations pursuant to Section 9.4, Section 13.1 or any other provision of this Lease.

ARTICLE 13 SIGNS; STORE FRONTS

13.1 Tenant shall not, without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole and absolute discretion, and in compliance with the Permitted Exceptions and not in violation of the Prohibited Uses, (a) make any changes to the store front, or (b) install any exterior lighting, decorations, paintings, canopies or the like, or (c) erect or install any placards, decorations or advertising media of any type which can be viewed from the exterior of the Demised Premises, excepting only dignified displays of customary type for its display windows (excluding signage as detailed in Section 13.2 below). All decorations and advertising media (excluding the sign and/or signage required by Section 13.2 below) shall conform in all respects to the sign criteria


established by Landlord for the Project from time to time in the exercise of its sole discretion, and shall be subject to Landlord’s requirements as to construction, method of attachment, size, shape, height, lighting, color and general appearance, shall be in compliance with the Permitted Exceptions and shall not violate the Prohibited Uses. All signs and other items shall be kept in good condition and in proper operating order at all times.

13.2 Subject to the restrictions of Section 13.1 above, Tenant agrees to install and maintain a first-class sign on the front of the Demised Premises during the Lease Term. Such sign or signage shall be in compliance with the Permitted Exceptions and shall not be in violation of the Prohibited Uses. All signs and/or signage shall be subject to Landlord’s requirements as to construction, method of attachment, size, shape, height and lighting.

13.3 Tenant agrees to copy Landlord on all correspondence with any and all parties and copies of all plans related to the sign and/or signage.

ARTICLE 14 UTILITIES

14.1 Landlord agrees to cause to be provided to the Project the necessary mains, conduits and other facilities necessary to supply water, gas (if available and deemed appropriate by Landlord), electricity, telephone service and sewerage service to the building in which the Demised Premises are located.

14.2 Tenant shall promptly pay all charges for electricity, water, gas, telephone service, sewerage service and other utilities furnished to the Demised Premises from earlier of (i) the date Tenant first enters the Demised Premises for any purpose or (ii) the delivery of the Demised Premises to Tenant. Landlord may be sub-metering water (and other utilities) to the Demised Premises. Tenant is responsible for the cost of such sub-meter. Landlord’s representative shall contact Tenant monthly and Tenant shall immediately report such meter reading to Landlord. Landlord may, if it so elects, furnish one or more utility services to Tenant, and in such event Tenant shall purchase the use of such services as are tendered by Landlord, and shall pay on demand as additional rental the rates established therefor by Landlord which shall not exceed the rates which would be charged for the same services if furnished directly by the local public or private utility companies. Landlord may at any time discontinue furnishing any such service without obligation to Tenant other than to connect the Demised Premises to the public or private utility, if any, furnishing such service. Notwithstanding anything to the contrary contained herein, in the event that Landlord uses a master meter for water and no sub-meter for Tenant, such costs for water shall be included as Common Area charges.

14.3 Landlord shall not be liable for any interruption whatsoever in utility services not furnished by it, nor for interruptions in utility services furnished by it which are due to fire, accident, strike, acts of God or other causes beyond the control of Landlord or in order to make alterations, repairs or improvements.

ARTICLE 15 INSURANCE COVERAGES

15.1 Landlord shall procure and maintain throughout the Lease Term a policy or policies of insurance, and Tenant shall pay Tenant’s Proportionate Share of such policy(s) as set forth in Article 6 above, causing the Project to be insured under standard fire and extended coverage insurance and liability insurance (plus whatever coverages, endorsements or special coverages Landlord [and/or Landlord’s lender], in its [or their] sole discretion, may consider appropriate), to the extent necessary to comply with Landlord’s obligations pursuant to other provisions of this Lease, the Permitted Exceptions or Landlord’s loan documents.

15.2 Tenant shall procure and maintain throughout the Lease Term a policy or policies of insurance, at its sole cost and expense, causing Tenant’s fixtures and contents to be insured under standard fire and extended coverage insurance, “all-risk” property insurance and, with regard to liability insurance, insuring Landlord, Tenant and Landlord’s manager(and adding Landlord’s lender as an additional insured) against all claims, demands or actions arising out of or in connection with Tenant’s use or occupancy of the Demised Premises, or by the condition of the Demised Premises or for any other occurrence on or about the Demised Premises, including a waiver of subrogation in favor of Landlord. The limits of Tenant’s liability policy or policies shall be in an amount not less


than $1,000,000 per occurrence, and shall be written by insurance companies satisfactory to Landlord. Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least thirty (30) days prior to cancellation, non-renewal or substantial alteration of such insurance. Such policies or duly executed certificates of insurance shall be promptly delivered to Landlord and renewals thereof as required shall be delivered to Landlord at least thirty (30) days prior to the expiration of the respective policy terms. If Tenant should fail to comply with the foregoing requirements relating to insurance, Landlord may obtain such insurance and Tenant shall pay to Landlord on demand as additional rental hereunder the premium cost thereof plus interest at the maximum contractual rate (but in no event to exceed 1½% per month) from the date of payment by Landlord until repaid by Tenant.

ARTICLE 16 WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION

16.1 Landlord and Landlord’s agents and employees shall not be liable to Tenant, nor to Tenant’s employees, agents or visitors, nor to any other person whomsoever, for any injury to person or damage to property caused by the Demised Premises or other portions of the Project becoming out of repair (including roof leaks) or by defect or failure of any structural element of the Demised Premises or of any equipment, pipes or wiring, or broken glass, or by the backing up of drains, or by gas, water, steam, electricity or oil leaking, escaping or flowing into the Demised Premises (except where due to Landlord’s willful failure to make repairs required to be made hereunder, after the expiration of a reasonable time after written notice to Landlord of the need for such repairs), nor shall Landlord be liable to Tenant, nor to Tenant’s employees, agents or visitors, nor to any other person whomsoever, for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Project or of any other persons whomsoever, excepting only duly authorized employees and agents of Landlord. Landlord shall not be held responsible in any way on account of any construction, repair or reconstruction (including widening) of any private or public roadways, walkways or utility lines.

16.2 Landlord shall not be liable to Tenant or to Tenant’s employees, agents, or visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the Demised Premises or the Common Area caused by Tenant or the negligence or misconduct of Tenant, its employees, subtenants, licensees or concessionaires, or of any other person entering the Project under express or implied invitation of Tenant, or arising out of the use of the Demised Premises by Tenant and the conduct of its business therein, or arising out of any breach or default by Tenant in the performance of its obligations under this Lease; and Tenant hereby agrees to defend, indemnify Landlord and hold Landlord harmless from any loss, expense (including attorney’s fees and all other costs) or claims arising out of such damage or injury.

16.3 Landlord and Tenant each hereby releases the other from any and all liability or responsibility to the other, or to any other party claiming through or under them by way of subrogation or otherwise, for any loss or damage to property caused by a casualty which is insurable or which is required to be insured under standard fire and extended coverage insurance or “all-risk” (or “special form”) property insurance; provided, however, that this mutual waiver shall be applicable only with respect to a loss or damage occurring during the time when standard fire and extended coverage or “all risk” (or “special form”) insurance policies contain a clause or endorsement to the effect that any such release shall not adversely affect or impair the policy or the right of the insured party to receive proceeds under the policy.

ARTICLE 17 DAMAGES BY CASUALTY

17.1 Tenant shall give immediate written notice to Landlord of any damage caused to the Demised Premises by fire, other casualty or any other causes whatsoever.

17.2 In the event that the Demised Premises shall be damaged or destroyed by fire or other casualty insurable under standard fire and extended coverage insurance or “all-risk” property insurance and Landlord does not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Demised Premises. In the event (a) the building in which the Demised Premises are located shall be destroyed or substantially damaged by a casualty not covered by Landlord’s insurance, (b) such building shall be damaged to an extent less than fifty percent (50%) of the first floor area of the building in which the Demised Premises are located, (c) the holder of a mortgage, deed of trust or other lien on the


Demised Premises at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require the use of all or part of Landlord’s insurance proceeds in satisfaction of all or part of the indebtedness secured by the mortgage, deed of trust or other lien, or (d) any other tenant in the building terminates its lease pursuant to a right granted it in the event of a casualty, then Landlord may elect either to terminate this Lease or to proceed to rebuild and repair the Demised Premises. In the event (a) the building in which the Demised Premises are located shall be destroyed or substantially damaged by a casualty not covered by Landlord’s insurance, or (b) such building shall be destroyed or rendered untenantable to an extent in excess of fifty percent (50%) of the first floor area by a casualty covered by Landlord’s insurance or (c) the holder of a mortgage, deed of trust or other lien on the Demised Premises at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require the use of all or part of Landlord’s insurance proceeds in satisfaction of all or part of the indebtedness secured by the mortgage, deed of trust or other lien, then Landlord may elect either to terminate this Lease or to proceed to rebuild and repair the Demised Premises. Landlord shall give written notice to Tenant of such election within sixty (60) days after the occurrence of such casualty and, if it elects to rebuild and repair, shall proceed to do so with reasonable diligence and at its sole cost and expense.

17.3 Landlord’s obligation to rebuild and repair under this Article 17 shall in any event be limited to restoring one of the following (as may be applicable): (a) if this Lease does not include an attached exhibit describing Landlord’s initial construction responsibility (“Landlord’s Work”), Landlord shall restore the Demised Premises to substantially the condition in which the same existed prior to such casualty, exclusive of any alterations, additions, improvements, fixtures and equipment installed by Tenant; or (b) Landlord’s Work, as described in the applicable exhibit attached to this Lease (if such an exhibit is attached) exclusive of any alterations, additions, improvements, fixtures and equipment installed by Tenant, to substantially the same condition in which the same existed prior to the casualty. Tenant agrees that promptly after completion of such work by Landlord, Tenant will proceed with reasonable diligence and at Tenant’s sole cost and expense to restore, repair and replace all alterations, additions, improvements, fixtures, signs and equipment installed by Tenant, or, if an exhibit describing Tenant’s Work is attached hereto, all items of Tenant’s Work as described in such exhibit, as the case may be.

17.4 Tenant agrees that during any period of reconstruction or repair of the Demised Premises, it will continue the operation of its business within the Demised Premises to the extent practicable. During the period from the occurrence of the casualty until Landlord’s repairs are completed, the Minimum Guaranteed Rental shall be reduced to such extent as may be fair and reasonable under the circumstances; provided, however, (i) there shall be no abatement of the percentage rental and other charges provided for herein and (ii) Tenant does not actually use the portion of the Demised Premises for which it seeks an abatement.

ARTICLE 18 EMINENT DOMAIN

18.1 If more than thirty percent (30%) of the floor area of the Demised Premises should be taken for any public or quasi-public use under any government law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority.

18.2 If less than thirty percent (30%) of the floor area of the Demised Premises should be taken as aforesaid, this Lease shall not terminate; however, the Minimum Guaranteed Rental (but not percentage rental) payable hereunder during the expired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, provided Landlord’s lender provides the proceeds to Landlord, Landlord shall make all necessary repairs or alterations to the remaining Demised Premises or, if an exhibit describing Landlord’s Work is attached to this Lease, all necessary repairs within the scope of Landlord’s Work as described in such exhibit, as the case may be, required to make the remaining portions of the Demised Premises an architectural whole.

18.3 If any part of the Common Area should be taken, this Lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this Lease if the remaining parking spaces in the Project are insufficient to comply with the Permitted Exceptions and Tenant is forced to close due to such reduction in parking by the applicable governmental authority or beneficiary under such Permitted Exception. Any election to terminate this Lease in accordance with this provision shall be evidenced by written


notice of termination delivered to the other party within thirty (30) days after the date Tenant is so forced to close or such termination right is deemed waived.

18.4 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Demised Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for Tenant’s moving and relocation expenses or for the loss of Tenant’s fixtures and other tangible personal property if a separate award for such items is made to Tenant and Landlord’s award is not reduced.

ARTICLE 19 ASSIGNMENTS AND SUBLETTING

19.1 Tenant shall not assign or in any manner transfer this Lease or any estate or interest therein, or sublet the Demised Premises or any part thereof, or grant any license, concession or other right of occupancy of any portion of the Demised Premises without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. In the event Landlord consents to such a transfer Landlord shall also be entitled to charge Tenant a reasonable fee for processing Tenant’s request. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and sublettings.

19.2 If Tenant is a corporation, partnership or other entity and if at any time during the primary Lease Term or any renewal or extension thereof the person or persons who own a majority of either the outstanding voting rights or the outstanding ownership interests of Tenant at the time of the execution of this Lease cease to own a majority of such voting rights or ownership interests (except as a result of transfers by devise or descent), the loss of a majority of such voting rights or ownership interests shall be deemed an assignment of this Lease by Tenant and, therefore, subject in all respects to the provisions of Section 19.1 above. The previous sentence shall not apply however if at the time of the execution of this Lease Tenant is a corporation and the outstanding voting shares of capital stock of Tenant are listed on a recognized security exchange or over-the-counter market.

19.3 Notwithstanding any assignment or subletting, such assignee or subtenant shall comply with the Permitted Exceptions, Tenant and any guarantor of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent herein specified, all other monetary charges set forth herein and for compliance with all of its other obligations under this Lease (even if future assignments and sublettings occur subsequent to the assignment or subletting by Tenant, and regardless of whether or not Landlord’s approval has been obtained for such future assignments and sublettings). Moreover, in the event that the rental due and payable by a sublessee (or a combination of the rental payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, or if with respect to a permitted assignment, permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee or other transferee exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be. In any event of assignment or subletting, it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction of any kind; and upon election by Landlord such rentals shall be paid directly to Landlord as specified in Section 4.1 of this Lease (to be applied as a credit and offset to Tenant’s rental obligation). Finally, in any event, Tenant shall pay to Landlord a fee of $500 to review (without any obligation to approve) any assignment, transfer or subletting to cover Landlord’s legal fees for such review. Notwithstanding anything contained herein to the contrary, such assignee, transferee, or sublessee shall be additionally bound and shall not violate any exclusives granted to any other tenants in the Project after the date of full execution of this Lease by all parties.

19.4 Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the Demised Premises.

19.5 In the event of the transfer and assignment by Landlord of its interest in this Lease and in the building containing the Demised Premises to a person expressly assuming Landlord’s obligations under this Lease,


Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest and Landlord shall thereby be discharged of any further obligation relating thereto.

ARTICLE 20 SUBORDINATION; ATTORNMENT; ESTOPPELS

20.1 Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter placed upon the Project which includes the Demised Premises, and to any renewals and extensions thereof. Tenant agrees that any mortgagee shall have the right at any time to subordinate its mortgage, deed of trust or other lien to this Lease; provided, however, notwithstanding that this Lease may be (or made to be) superior to a mortgage, deed of trust or other lien, the mortgagee shall not be liable for prepaid rentals, security deposits and claims accruing during Landlord’s ownership; further provided that the provisions of a mortgage, deed of trust or other lien relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and provisions relative to proceeds arising from insurance payable by reason of damage to or destruction of the Demised Premises shall be prior and superior to any contrary provisions contained in this instrument with respect to the payment or usage thereof. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien hereafter placed upon the Demised Premises or the Project as a whole, and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request (after ten (10) days from the date of such request, it shall be an Event of Default hereunder); provided, however, that upon Tenant’s written request and notice to Landlord, Landlord shall use good faith efforts to obtain from any such mortgagee a non-disturbance agreement satisfactory to such mortgagee. Additionally, Tenant agrees to attorn to a purchaser at a foreclosure sale if requested by such purchaser.

20.2 At any time when the holder of an outstanding mortgage, deed of trust or other lien covering Landlord’s interest in the Demised Premises has given Tenant written notice of its interest in this Lease, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage, deed of trust or other lien shall have received written notice of such default and a reasonable time (not less than thirty (30) days) shall thereafter have elapsed without the default having been cured.

20.3 Tenant agrees that it will from time to time upon request by Landlord execute and deliver to Landlord a written statement addressed to Landlord (or to a party designated by Landlord), which statement shall identify Tenant and this Lease, shall certify 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 so modified), shall confirm that Landlord is not in default as to any obligations of Landlord under this Lease (or if Landlord is in default, specifying any default), shall confirm Tenant’s agreements contained above in this Article 20, and shall contain such other information or confirmations as Landlord may reasonably require. Landlord is hereby irrevocably appointed and authorized as the agent and attorney-in-fact of Tenant to execute and deliver any such written statement on Tenant’s behalf if Tenant fails to do so within seven (7) days after the delivery of a written request from Landlord to Tenant and/or Landlord may declare an Event of Default hereunder.

20.4 The Landlord shall not be obligated to proceed with the construction of the Demised Premises unless and until financing acceptable to Landlord is obtained. Should such financing not be obtained within six (6) months after completion of final plans and specifications, Landlord may so notify Tenant in writing, and this Lease shall thereupon cease and terminate, and each of the parties hereto shall be released and discharged from any and all liability and responsibility thereunder. If Landlord can obtain financing only upon the basis of modification of terms and provisions of this Lease, the Landlord shall have the right to cancel this Lease if the Tenant refuses to approve in writing any such modifications within thirty (30) days after the Landlord’s request therefor, which request may not be made later than ninety (90) days prior to delivery of possession. If such right to cancel is exercised, this Lease shall thereafter be null and void, any money or security deposited hereunder shall be returned to the Tenant, and neither party shall have any liability to the other by reason of such cancellation.


ARTICLE 21 DIRECTION OF TENANT’S ENERGIES

21.1 Tenant acknowledges that Tenant’s monetary contribution to Landlord (in the form of rentals) and Tenant’s general contribution to commerce within the Project (also important in Landlord’s determination to execute this Lease with Tenant) will be substantially reduced if during the Lease Term, either Tenant or any person, firm or corporation, directly or indirectly controlling, controlled by or under common control with Tenant shall directly or indirectly operate, manage, conduct or have any interest in any establishment within commercial proximity of the Project. Accordingly, Tenant agrees that if during the Lease Term, either Tenant or any person, firm or corporation, directly or indirectly controlling, controlled by or under common control with Tenant (and also, in the event Tenant is a corporation, if any officer or director thereof or shareholder owning more than ten percent (10%) of the outstanding stock thereof, or parent, subsidiary or related or affiliated corporation) either directly or indirectly commences operation of any store selling or otherwise sells or offers for sale any merchandise or services of the type to be sold by Tenant in the Demised Premises as provided in Section 1.1(p) hereof or similar or related items, or in any manner competes with the business provided herein to be conducted by Tenant at the Demised Premises, within a straight-line radius of three (3) miles of the Project, which Tenant acknowledges is reasonable area for the purpose of this provision, then in such event, the rental payable by Tenant hereunder shall be adjusted as follows:

(a) thereafter the Minimum Guaranteed Rental shall be one hundred ten percent (110%) of the amount stipulated in Section 1.1(n) and elsewhere in this Lease; and

(b) thereafter the percentage rental shall be computed as if twenty-five percent (increased to fifty percent, if the other store is within a two-mile radius, and seventy-five percent, if the other store is within a one-mile radius) of all amounts which would be “gross sales” (as defined in Section 4.5 of this Lease) if the merchandise had been sold, services rendered or business conducted at or from the Demised Premises (in lieu of at or from such other store), where, in fact, “gross sales” (as so defined) and the provisions of Article 5 will likewise apply to the other store.

The above adjustment in rental reflects the estimate of the parties as to the damages which Landlord would be likely to incur by reason of the diversion of business and customer traffic from the Demised Premises and Project to such other store within such radius, as a proximate result of the establishment of such other store. This provision shall not apply to any existing store presently being operated by Tenant as of the date hereof, provided there is no change in the size, merchandise mix or trade name of such commercial establishment. Finally, Tenant agrees that Landlord may waive, for any reason whatsoever, all rights granted to Landlord pursuant to this Section 21.1 and may sever this section from the remainder of this Lease (thereby keeping the remainder of this Lease unmodified and in full force and effect).

ARTICLE 22 DEFAULT BY TENANT AND REMEDIES

22.1 The following events shall be deemed to be an “Event of Default” or “Events of Default” by Tenant under this Lease:

(a) Tenant shall fail to pay any installment of rental or any other obligation under this Lease involving the payment of money and such failure shall continue for a period of five (5) days after written notice thereof to Tenant; provided, however, that for each calendar year during which Landlord has already given Tenant one written notice of the failure to pay an installment of rental, no further notice shall be required (i.e., the event of default will automatically occur on the fifth (5th) day after the date upon which the rental was due).

(b) Except as otherwise provided in Section 20.3 and as described in subsection (a) above, Tenant shall fail to comply with any term provision or covenant of this Lease, and shall not cure such failure within fifteen (15) days after written notice thereof to Tenant.

(c) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent, or shall make a transfer in fraud of creditors, or shall make a general assignment for the benefit of creditors.


(d) Tenant or any guarantor of Tenant’s obligations under this Lease shall file a petition under any section or chapter of the federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; or Tenant or any guarantor of Tenant’s obligations under this Lease shall be adjudged bankrupt or insolvent in proceedings filed against Tenant or any guarantor of Tenant’s obligations under this Lease thereunder.

(e) A receiver or Trustee shall be appointed for the Demised Premises or for all or substantially all of the assets of Tenant or any guarantor of Tenant’s obligations under this Lease.

(f) Tenant shall desert or vacate or shall commence to desert or vacate the Demised Premises or any substantial portion of the Demised Premises or shall remove or attempt to remove, without the prior written consent of Landlord, all or a substantial amount of Tenant’s goods, wares, equipment, fixtures, furniture, or other personal property.

(g) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises, Project or Tenant’s interest in this Lease or the Demised Premises, including, without limitation, a mechanic’s or materialmen’s lien.

22.2 Upon the occurrence of any such Events of Default, Landlord shall have the option to pursue any one or more of the following remedies:

(a) Without any further notice or demand whatsoever, Tenant shall be obligated to reimburse Landlord for the damages suffered by Landlord as a result of the Event of Default (including all tenant finish costs or allowances paid to or on behalf of Tenant), and Landlord may pursue a monetary recovery from Tenant. In this regard, and without limiting the generality of the immediately preceding sentence, it is agreed that if Tenant fails to install a sign on the front of the Demised Premises on or promptly after the Commencement Date of this Lease, or if Tenant fails to open for business as required in this Lease or, having opened for business, subsequently deserts or vacates the Demised Premises or otherwise ceases to conduct business in the Demised Premises as required in this Lease, then Landlord at its option may seek monetary recovery for the loss of Tenant’s anticipated contribution to commerce within the Project; moreover, Landlord and Tenant further agree that inasmuch as the exact amount of damages would be difficult to determine, liquidated damages will be due monthly (i) in an amount equal to fifteen percent (15%) of the Minimum Guaranteed Rental payable for that month (i.e. Tenant will pay Minimum Guaranteed Rental equal to 115% of the amount specified in Section 1.1(n) and elsewhere in this Lease), if Tenant opens for business but fails to install a sign and (ii) in an amount equal to twenty-five percent (25%) of the Minimum Guaranteed Rental payable for the month (i.e. Tenant will pay Minimum Guaranteed Rental equal to 125% of the amount specified in Section 1.1(n) and elsewhere in this Lease), if Tenant fails to open for business as required in this Lease, or having opened for business, subsequently deserts or vacates the Demised Premises or otherwise ceases to conduct business in the Demised Premises as required in this Lease.

(b) Without any further notice or demand whatsoever, Landlord may take any one or more of the actions permissible at law to insure performance by Tenant of Tenant’s covenants and obligations under this Lease. In this regard, and without limiting the generality of the immediately preceding sentence, it is agreed that if Tenant fails to open for business as required in this Lease, or having opened for business, deserts or vacates the Demised Premises, Landlord may enter upon and take possession of the Demised Premises in order to protect them from deterioration and continue to demand from Tenant the monthly rentals and other charges provided in this Lease, without any obligation to relet; however, if Landlord does, at its sole discretion, elect to relet the Demised Premises, such action by Landlord shall not be deemed as an acceptance of Tenant’s surrender of the Demised Premises unless Landlord expressly notifies Tenant of such acceptance in writing pursuant to this subsection (b), Tenant hereby acknowledging that Landlord shall otherwise be reletting as Tenant’s agent and Tenant furthermore hereby agreeing to pay to Landlord on demand any deficiency that may arise between the monthly rentals and other charges provided in this Lease and that actually collected by Landlord. It is further agreed in this regard that in the event of any default described in subsection (b) of Section 22.1 of this Lease, Landlord shall have the right to enter upon the Demised Premises by force if necessary without being liable for prosecution or any claim for damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under


this Lease, and Tenant further agrees that Landlord shall not be liable for any damages resulting to the Tenant from such action.

(c) Landlord may terminate this Lease by written notice to Tenant, in which event Tenant shall immediately surrender the Demised Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which Landlord may have for possession or arrearages in rent (including any late charge or interest which may have accrued pursuant to Section 4.6 of this Lease), enter upon and take possession of the Demised Premises and expel or remove Tenant and any other person who may be occupying the Demised Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor. Tenant hereby waives any statutory requirement of prior written notice for filing eviction or damage suits for nonpayment of rent. In addition, Tenant agrees to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of any termination effected pursuant to this subsection (c), said loss and damage to be determined by either of the following alternative measures of damages:

(i) Until Landlord is able, through reasonable efforts, the nature of which efforts shall be in the sole discretion of Landlord (which shall be deemed satisfied by Landlord listing the Demised Premises with a licensed real estate broker), to relet the Demised Premises, Tenant shall pay to Landlord on or before the first day of each calendar month, the monthly rentals and other charges provided in this Lease. After the Demised Premises have been relet by Landlord, Tenant shall pay to Landlord on the twentieth (20th

(ii) When Landlord desires, Landlord may demand a final settlement. Upon demand for a final settlement, Landlord shall have a right to, and Tenant hereby agrees to pay, the difference between the total of all monthly rentals and other charges provided in this Lease for the remainder of the term and the reasonable rental value of the Demised Premises for such period, such difference to be discounted to present value at a rate equal to the rate of interest of six percent [6%] per annum).

) day of each calendar month the difference between the monthly rentals and other charges provided in this Lease for such calendar month and that actually collected by Landlord for such month. If it is necessary for Landlord to bring suit in order to collect any deficiency, Landlord shall have a right to allow such deficiencies to accumulate and to bring an action on several or all of the accrued deficiencies at one time. Any such suit shall not prejudice in any way the right of Landlord to bring a similar action for any subsequent deficiency or deficiencies. Any amount collected by Landlord from subsequent tenants for any calendar month, in excess of the monthly rentals and other charges provided in this Lease shall be credited to Tenant in reduction of Tenant’s other charges provided in this Lease; but Tenant shall have no right to such excess other than the above-described credit.

If Landlord elects to exercise the remedy prescribed in subsection 22.2(b) above, this election shall in no way prejudice Landlord’s right at any time thereafter to cancel said election in favor of the remedy prescribed in subsection 22.2(c) above, provided that at the time of such cancellation Tenant is still in default. Similarly, if Landlord elects to compute damages in the manner prescribed by subsection 22.2(c)(i) above, this election shall in no way prejudice Landlord’s right at any time thereafter to demand a final settlement in accordance with subsection 22.2(c)(ii) above. Pursuit of any of the above remedies shall not preclude pursuit of any other remedies prescribed in other sections of this Lease and any other remedies provided by law, at law or in equity. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such Event of Default.

22.3 It is expressly agreed that in determining “the monthly rentals and other charges provided in this Lease, “ as that term is used throughout subsections 22.2(c)(i) and 22.2(c)(ii) above, there shall be added to the Minimum Guaranteed Rental (as specified in Section 1.1(n) of this Lease) a sum equal to the charges for maintenance of the Common Area (as specified in Sections 1.1(l) and 7.4 of this Lease), the payments for taxes, charges and insurance (as specified in Article 6 of this Lease) plus one twenty-fourth of the total of all percentage rentals required to be paid by Tenant (pursuant to Section 4.3 of this Lease) because of gross sales during the two full calendar years immediately preceding the date Landlord initiated action pursuant to said subsections (or, if two full calendar years have not then elapsed, to the corresponding fraction of all percentage rentals required to paid because of gross sales during the period commencing with the Commencement Date of this Lease and concluding with the date on which Landlord initiated such action).


22.4 It is further agreed that, in addition to payments required pursuant to subsections 22.2(b) and 22.2(c) above, Tenant shall compensate Landlord for all expenses incurred by Landlord in repossession (including, among other expenses, any increase in insurance premiums caused by the vacancy of the Demised Premises), all expenses incurred by Landlord in reletting (including, among other expenses, repairs, remodeling, replacements, advertisements and brokerage fees), all concessions granted to a new tenant upon reletting (including, among other concessions, renewal options, and any tenant improvement allowance or tenant finish costs), all losses incurred by Landlord as a direct or indirect result of any Event of Default (including, among other losses, any adverse reaction by Landlord’s mortgagee or by other tenants or potential tenants of the Project) and a reasonable allowance for Landlord’s administrative efforts, salaries and overhead attributable directly or indirectly to Tenant’s default and Landlord’s pursuing the rights and remedies provided herein and under applicable law.

22.5 Landlord may restrain or enjoin any breach or threatened breach of any covenant, duty or obligation of Tenant herein contained without the necessity of proving the inadequacy of any legal remedy or irreparable harm. The remedies of Landlord hereunder shall be deemed cumulative and not exclusive of each other.

22.6 If on account of any breach or default by Tenant in its obligations hereunder or Event of Default, Landlord shall employ an attorney to present, enforce or defend any of Landlord’s rights or remedies hereunder, Tenant agrees to pay any and all reasonable attorney’s fees and court costs incurred by Landlord in such connection.

22.7 Tenant acknowledges its obligation to deposit with Landlord the Security Deposit stated in Section 1.1(r) above, to be held by Landlord without interest as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease. Tenant agrees that such Security Deposit may be co-mingled with Landlord’s other funds and is not an advance payment of rental or a measure of Landlord’s damages in case of default by Tenant. Upon the occurrence of any Event of Default by Tenant, Landlord may, from time to time, without prejudice to any other remedy provided herein or provided by law, use the Security Deposit to the extent necessary to make good any arrears of rentals and any other damage, injury, expense or liability caused to Landlord by such Event of Default, and Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not then in default hereunder, any remaining balance of such deposit shall be returned by Landlord to Tenant upon termination of this Lease (subject to the provisions of Section 19.5 above).

22.8 In the event Landlord determines to pursue the remedy as described in Section 22.2(b) and there is other vacant space in the Project, Tenant acknowledges and agrees that Landlord shall have no obligation to lease the Demised Premises prior to leasing any of such other vacant space.

ARTICLE 23 LANDLORD’S CONTRACTUAL SECURITY INTEREST

23.1 In consideration of the execution of this Lease and to assure Tenant’s faithful performance of all terms and conditions of this Lease, Tenant, as debtor, hereby grants to Landlord, as secured party, a security interest in all trade fixtures, inventory, furniture, equipment, accounts receivable, contract rights, general intangibles, licenses, and franchises (as such terms are defined in the Uniform Commercial Code of Ohio), together with the proceeds thereof, whether now or hereafter owned or acquired by Tenant or now or hereafter located at the Demised Premises. For purposes of the Ohio Uniform Commercial Code, this Lease also shall be deemed a Security Agreement. The security interest granted hereby is to secure the performance by Tenant of all of its obligations under this Lease, including, but not limited to, the payment by Tenant of any and all sums now or hereafter payable to Landlord, whether direct or indirect, absolute or contingent, or now existing or hereafter arising, by virtue of any type of obligation that Tenant now or hereafter owes to Landlord pursuant to the terms and conditions of this Lease. If Tenant fails to discharge any of the aforementioned obligations, then, in addition to any other rights or remedies available to Landlord, Landlord shall have all of the rights and remedies of a secured party under the Ohio Uniform Commercial Code. Concurrently with the execution of this Lease or otherwise within ten (10) days after written request from Landlord, Tenant shall execute and deliver to Landlord financing statements evidencing Landlord’s security interest created pursuant to this Section 23.1 and Landlord may file such financing statements in accordance with the provisions of the Ohio Uniform Commercial Code. Tenant shall execute and deliver to Landlord modifications or renewals of such financing statements within ten (10) days after written request from Landlord. If Tenant fails to execute or deliver any such financing statements or any such modifications or renewals of such


financing statements, then Landlord is hereby authorized to execute and file of record the same as attorney-in-fact for Tenant. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Demised Premises and take possession of any and all trade fixtures, inventory, furniture, equipment, accounts receivable, contract rights, general intangibles, licenses, and franchises (as such terms are defined in the Uniform Commercial Code of Ohio), together with the proceeds thereof and other personal property of Tenant situated on the Demised Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the time of sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale the Landlord or its assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given in the manner prescribed in this Lease at least five days before the time of sale. Any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held in the Demised Premises or where the property is located after the time, place and method of sale and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county in which the property is located, for five consecutive days before the date of the sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorney’s fees and legal expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this paragraph. Any surplus shall be paid to Tenant or as otherwise required by law; the Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the security interest of Landlord in the aforementioned property and proceeds thereof under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in the state in which the property is located, as well as any other state the laws of which Landlord may at any time consider to be applicable.

23.2 Notwithstanding Section 23.1, Landlord agrees that it will subordinate its security interest and Landlord’s lien to the first lien security interest of Tenant’s supplier or institutional financial source, provided that Landlord approves the transaction as being reasonably necessary for Tenant’s operations at the Demised Premises, and further provided that the subordination must be limited to a specified transaction and specified items of the fixtures, equipment or inventory involved in the transaction.

ARTICLE 24 HOLDING OVER

24.1 In the event Tenant remains in possession of the Demised Premises after the expiration of this Lease and without the execution of a new lease, it shall be deemed to be occupying the Demised Premises as a tenant from month to month at a rental equal to the Minimum Guaranteed Rental (including any percentage rental) herein provided plus fifty percent (50%) of such amount and otherwise subject to all the conditions, provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy; provided, however, such month-to-month tenancy may be terminated by either party giving thirty (30) days prior written notice to the other.

ARTICLE 25 NOTICES

25.1 Wherever any notice is required or permitted hereunder, such notice shall be in writing. Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered when (i) transmitted to the telecopier numbers shown above, with a confirmed telecopier transmission report from the sender’s machine evidencing such transmission, (ii) actually received or rejected by the designated addressee or, if earlier and regardless of whether actually received or not, when deposited in (a) the United States mail, postage prepaid, certified mail, return receipt requested, or (b) a regional or national overnight courier service, addressed to the parties hereto at the respective addresses set out in Section 1.1 above (or at Landlord’s option, to Tenant at the Demised Premises), or at such other addresses as they have theretofore specified by written notice. Notwithstanding anything to the contrary contained herein, the delivery of any and all plans whether from Landlord to Tenant or Tenant to Landlord shall be sent electronically to the email addresses as set forth in Article 1. A written notice of such electronic delivery of plans shall be sent within one (1) business day of such electronic delivery of plans by any of the non-electronic methods set forth in this Article 25.


25.2 If and when included within the term “Landlord” as used in this instrument there are more than one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of such notice specifying some individual at some specific address for the receipt of notices and payments to the Landlord; if and when included within the term “Tenant” as used in this instrument there are more than one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of such notice specifying some individual at some specific address for the receipt of notices and payments for Tenant. All parties included within the terms “Landlord” and “Tenant”, respectively, shall be bound by notices and payments given in accordance with the provisions of this Article to the same effect as if each had received such notice or payment. In addition, Tenant agrees that notices to Tenant may be given by Landlord’s attorney, property manager or other agent.

ARTICLE 26 COMMISSIONS; TITLE ADVICE

26.1 Landlord shall pay to the Agent or Agents referred to in Section 1.1(h) a commission for negotiating this Lease, such commission being evidenced by a separate agreement between Landlord and the Agent(s).

26.2 Tenant hereby acknowledges that at the time of the execution of this Lease, Agent advised Tenant by this writing that Tenant should have an abstract covering the real estate upon which the Project and the Demised Premises are located examined by an attorney of Tenant’s own selection or, at Tenant’s option and expense, that Tenant should be furnished with a leasehold owner’s policy of title insurance.

ARTICLE 27 REGULATIONS; ADA

27.1 Landlord and Tenant acknowledge that there are in effect federal, state, county and municipal laws, orders, rules, directives and regulations (collectively referred to hereinafter as the “Regulations”) and that additional Regulations may hereafter be enacted or go into effect, relating to or affecting the Demised Premises or the Project, and concerning the impact on the environment of construction, land use, maintenance and operation of structures, and conduct of business. Subject to the express rights granted under the terms of this Lease, Tenant will not cause, or permit to be caused, any act or practice, by negligence, omission, or otherwise, that would adversely affect the environment, or do anything to permit anything to be done that would violate any of said laws, regulations or guidelines. Moreover, Tenant shall have no claim against Landlord by reason of any changes Landlord may make in the Project or the Demised Premises pursuant to said Regulations or any charges imposed upon Tenant, Tenant’s customers or other invitees pursuant to same.

27.2 If, by reason of any Regulations, the payment to, or collection by, Landlord of any rental or other charge (collectively referred to hereinafter as “Lease Payments”) payable by Tenant to Landlord pursuant to the provisions of this Lease is in excess of the amount (the “Maximum Charge”) permitted thereof by the Regulations, then Tenant, during the period (the “Freeze Period”) when the Regulations shall be in force and effect shall not be required to pay, nor shall Landlord be permitted to collect, any sum in excess of the Maximum Charge. Upon the earlier of (i) the expiration of the Freeze Period, or (ii) the issuance of a final order or judgment of a court of competent jurisdiction declaring the Regulations to be invalid or not applicable to the provisions of this Lease, Tenant, to the extent not then prescribed by law, and commencing with the first day of the month immediately following, shall pay to Landlord as additional rental, in equal monthly installments during the balance of the Lease Term, a sum equal to the cumulative difference between the Maximum Charges and the Lease Payments during the Freeze Period. If any provisions of this section, or the application thereof, shall to any extent be declared to be invalid and unenforceable, the same shall not be deemed to affect any of the other provisions of this section or of this Lease, all of which shall be deemed valid and enforceable to the fullest extent permitted by law.

27.3 Tenant shall be responsible for all costs and expenses incurred in connection with any improvements and alterations necessary to ensure compliance with the Americans with Disabilities Act of 1990 (as amended, the “ADA”).


ARTICLE 28 TENANT’S BANKRUPTCY; LANDLORD’S REMEDIES

28.1 In the event of any default described in subsection (d) of Section 22.1 of this Lease, any assumption and assignment must conform with the requirements of the Bankruptcy Code which provides, in part, that Landlord must be provided with adequate assurances (i) of the source of rent and other consideration due under this Lease; (ii) that the financial condition and operating performance of any proposed assignee and its guarantors, if any, shall be similar to the financial condition and operating performance of Tenant and its guarantors, if any, as of the date of execution of this Lease; (iii) that any percentage rent due under this Lease will not decline substantially; (iv) that any assumption or assignment is subject to all of the provisions of this Lease (including, but not limited to, restrictions as to use) and will not breach any provision contained in any other lease, financing agreement or other agreement relating to the Project; and (v) that any assumption or assignment will not disrupt any tenant mix or balance in the Project.

28.2 In order to provide Landlord with the assurances contemplated by the Bankruptcy Code, Tenant must fulfill the following obligations, in addition to any other reasonable obligations that Landlord may require, before any assumption of this Lease is effective: (i) all defaults under subsection (a) of Section 22.1 of this Lease must be cured within ten (10) days after the date of assumption (ii) all other defaults under Section 22.1 of this Lease other than subsection (d) of Section 22.1 must be cured within fifteen (15) days after the date of assumption; (iii) all actual monetary losses incurred by Landlord (including, but not limited to, reasonable attorneys’ fees and court costs) must be paid to Landlord within ten (10) days after the date of assumption; and (iv) Landlord must receive within ten (10) days after the date of assumption a security deposit in the amount of six (6) months minimum guaranteed rent (using the minimum guaranteed rent in effect for the first full month immediately following the assumption) and an advance prepayment of minimum guaranteed rent in the amount of three (3) months minimum guaranteed rent (using the minimum guaranteed rent in effect for the first full month immediately following the assumption), both sums to be held by Landlord in accordance with Section 22.7 of this Lease and deemed to be rent under this Lease for the purposes of the Bankruptcy code as amended and from time to time in effect.

28.3 In the event this Lease is assumed in accordance with the requirements of the Bankruptcy Code and this Lease, and is subsequently assigned, then, in addition to any other reasonable obligations that Landlord may require and in order to provide Landlord with the assurances contemplated by the Bankruptcy Code, Landlord shall be provided with (i) a financial statement of the proposed assignee prepared in accordance with generally accepted accounting principles consistently applied, though on a cash basis, which reveals a net worth in an amount sufficient, in Landlord’s reasonable judgment, to assure the future performance by the proposed assignee of Tenant’s obligations under this Lease; or (ii) a written guaranty by one ore more guarantors with financial ability sufficient to assure the future performance of Tenant’s obligations under this Lease, such guaranty to be in form and content satisfactory to Landlord and to cover the performance of all of Tenant’s obligations under this Lease.

28.4 Landlord and Tenant agree that all sums owed to Landlord under this Lease, whether minimum guaranteed rent, percentage rent, late charges, “real estate charges”, “insurance expenses”, “CAM”, “Common Area maintenance charges” or otherwise, shall be “rent reserved” under this Lease for purposes of Section 502 of the Bankruptcy Code.

ARTICLE 29 LANDLORD DEFAULT

In the event Landlord fails to perform any of its Lease-related obligations within thirty (30) days after written notice from Tenant or, if such performance cannot reasonably be completed within such period, to (a) commence and diligently prosecute the performance of any such obligation during such period and (b) complete the same within a commercially reasonable period of time (not to exceed an additional ninety (90) days) after the expiration of such initial period, Landlord shall be in default and Tenant, as Tenant’s sole and exclusive remedy (including without limitation, Tenant hereby waiving any and all rights it may have to sue Landlord for incidental, punitive and consequential damages and lost profits), shall have the right, to either (a) terminate this Lease by written notice to Landlord or (b) perform Landlord’s obligation(s) on behalf of and at the sole cost and expense of Landlord. In the event Tenant elects to perform any obligation of Landlord pursuant to part (b) of the preceding sentence, Tenant shall promptly render a bill therefore to Landlord and the same shall be fully paid within thirty (30) days after


Landlord’s receipt thereof, Tenant shall be entitled to deduct the amount set forth therein from its next accruing payment(s) of Minimum Guaranteed Rental. Notwithstanding anything to the contrary contained herein, in the event that Tenant is entitled to a remedy of actual damages hereunder, the liability of Landlord to Tenant for any such actual damages shall be limited to the proceeds of sale on execution of the interest of Landlord in the Demised Premises; and neither Landlord nor Landlord’s partners, shareholders nor venturers shall be personally liable for any deficiency.

ARTICLE 30 MISCELLANEOUS

30.1 Nothing in this Lease shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant.

30.2 Tenant shall not for any reason withhold or reduce Tenant’s required payments of rentals and other charges provided in this Lease, it being agreed that the obligations of Landlord under this Lease are independent of Tenant’s obligations except as may be otherwise expressly provided. The immediately preceding sentence shall not be deemed to deny Tenant the ability of pursuing all rights granted it under this Lease or at law; however, at the direction of Landlord, Tenant’s claims in this regard shall be litigated in proceedings different from any litigation involving rental claims or other claims by Landlord against Tenant (i.e., each party may proceed to a separate judgment without consolidation, counterclaim or offset as to the claims asserted by the other party).

30.3 In all circumstances under this Lease where the prior consent of one party (the “consenting party”), whether it be Landlord or Tenant, is required before the other party (the “requesting party”) is authorized to take any particular type of action, except as otherwise provided in this Lease, such consent shall not be withheld in a wholly unreasonable and arbitrary manner; however, the requesting party agrees that its exclusive remedy if it believes that consent has been withheld improperly (including, but not limited to, consent required from Landlord pursuant to Section 9.2 or Section 19.1) shall be to institute litigation either for a declaratory judgment or for a mandatory injunction requiring that such consent be given (with the requesting party hereby waiving any claim for damages, attorneys fees or any other remedy unless the consenting party refuses to comply with a court order or judgment requiring it to grant its consent).

30.4 One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act.

30.5 Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays (including an allowance for “business days”), due to strikes, riots, acts of God, inclement weather, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord.

30.6 In the event that the designation of a percentage rental rate in Section 1.1(o) of this Lease includes a breakpoint of gross sales (e.g., “5% of gross sales over $100,000”), then: (a) subsection (ii) in the first sentence of Section 4.3 of this Lease shall be deemed to have been deleted and all other formula references in Section 4.3 adjusted accordingly; (b) the breakpoint shall be divided by twelve for purposes of computing monthly percentage rental installments in the second sentence of Section 4.3; and (c) during all periods when Minimum Guaranteed Rentals are reduced (e.g., pursuant to Section 17.4 or Section 18.2) the breakpoint shall be reduced accordingly.

30.7 If any provision of this Lease should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Lease shall not be affected thereby.


30.8 If this Lease is in fact a sublease, Tenant accepts this Lease subject to all of the terms and conditions of the underlying lease under which Landlord holds the Project as lessee. Tenant covenants that it will do no act or thing which would constitute a violation by Landlord of his obligation under such underlying lease; provided, however, that Tenant’s agreement in this regard is promised on Landlord’s assurances to the effect that the terms of this Lease do not violate such underlying lease.

30.9 The laws of the State of Ohio, without regard to its conflicts of laws principles, shall govern the interpretation, validity, performance and enforcement of this Lease. Venue for any action under this Lease shall be limited to _______ County, Ohio or the United States District Court for the Northern District of Ohio, Eastern Division. Each of Landlord and Tenant knowingly, voluntarily and intentionally waives and releases the right to demand trial by jury in any action arising out of this Lease or the use and occupancy of the Demised Premises.

30.10 The captions used herein are for convenience only and do not limit or amplify the provisions hereof.

30.11 Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include each other gender.

30.12 The terms, provisions and covenants contained in this Lease shall apply to, inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives except as otherwise herein expressly provided.

30.13 This Lease contains the entire agreement between the parties, and no brochure, rendering, information or correspondence shall be deemed to be a part of this agreement unless specifically incorporated herein by reference. In addition, no agreement shall be effective to change, modify or terminate this Lease in whole or in part unless such is in writing and duly signed by the party against whom enforcement of such change, modification or termination is sought.

30.14 LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING UPON ANY BROCHURE, RENDERING, INFORMATION, REPRESENTATION OR PROMISE OF THE OTHER, OR OF THE AGENT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS LEASE.

30.15 Landlord and Tenant acknowledge that this Lease is the result of thorough negotiation, multiple drafts and modification and each party hereto has consulted with, and been advised by, independent legal counsel in connection with this Lease. Accordingly, there shall be no presumption of interpretation made against either party hereto as draftsman of this Lease.

30.16 This Lease consists of thirty (30) articles and Exhibit A through Exhibit I

30.17 At any time, and from time to time, upon the written request of Landlord, Tenant shall deliver to Landlord on or before the 10th day of each calendar month during the Lease Term, a copy of Tenant’s sales tax report relating to the sales from the Demised Premises for the preceding calendar month. The foregoing obligation is in addition to any obligation Tenant may have under Article 5 above. In addition, if requested by Landlord, Tenant shall provide to Landlord such other financial statements and information relating to the financial condition of Tenant and any guarantor of Tenant’s obligations under this Lease. Tenant’s failure to comply with this paragraph shall, at Landlord’s option, constitute an Event of Default hereunder.

. In the event any provision of an exhibit or other attached page shall be inconsistent with a provision in the body of the Lease, the provision as set forth in the exhibit shall be deemed to control.

30.18 Tenant hereby waives any rights it may have under Section 91.004 of the Michigan Property Code.

30.19 Notwithstanding anything contained herein to the contrary, in the event Landlord does not construct the Project for any reason whatsoever by December 1, 2008, Landlord may terminate this Lease by giving written notice to Tenant at any time thereafter and all rights and obligations of the parties shall terminate.


30.20 This document (and any exhibit hereto) may be executed in multiple counterparts, with separate signature pages (telecopied or other electronic transmission manner), all of which, when taken together shall constitute one instrument.

30.21 Notwithstanding anything to the contrary contained herein, Tenant agrees to deliver to Landlord a copy of its certificate of occupancy for the Demised Premises within ten (10) days of receipt of same.

30.22 Landlord and Tenant acknowledge and agree that upon commencement of rentals hereunder each

shall execute the Commencement Date Agreement in substantially the form attached hereto as Exhibit I

and made a part hereof for all purposes.

EXECUTED as of the latest date accompanying a signature by Landlord or Tenant below.

LANDLORD: LiveGreen LLC By: ____________________________, a Michigan

limited liability company, its general partner

By: Name: Title: Date: Taxpayer ID:

TENANT: ___________________________., a Michigan corporation By: Name: Title: Date: Taxpayer ID No.:


DISCLOSURE STATEMENT for ASHLEY GREENS CONDOMINIUM

Provided by LiveGreen LLC, 2117 Go Blue Lane, Big House MI This is the Disclosure Statement for Ashley Greens Condominium, which is a residential condominium project in Ann Arbor, Washtenaw County, Michigan. The project consists of up to 64 residential condominiums. This statement is intended to explain certain aspects of the condominium to prospective buyers. THIS DISCLOSURE STATEMENT OF THE CONDOMINIUM IS NOT A SUBSTITUTE FOR THE MASTER DEED AND OTHER CONDOMINIUM DOCUMENTS, THE CONDOMINIUM BUYER’S HANDBOOK, OR OTHER APPLICABLE LEGAL DOCUMENTS. AS A PROSPECTIVE BUYER YOU SHOULD READ ALL SUCH DOCUMENTS TO FULLY ACQUAINT YOURSELF WITH THE PROJECT AND YOUR RIGHTS AND RESPONSIBILITIES RELATING TO THE PROJECT. IT IS RECOMMENDED THAT YOU CONSULT WITH AN ATTORNEY OR OTHER PROFESSIONAL ADVISOR BEFORE PURCHASING A CONDOMINIUM. Effective Date: [date TBD] Prepared By: LiveGreen LLC, 2117 Go Blue Lane, Big House MI

ASHLEY GREENS CONDOMINIUM DISCLOSURE STATEMENT

Table of Contents

1. Introduction

2. The Condominium Concept

3. Description of the Project

4. Condominium Documents

5. Developer’s Background and Experience

6. Administration of the Project

7. Budget and Assessments

8. Project Warranties

9. Escrow Requirements

10. Restrictions Applicable to the Condominium

11. Enforcement Provisions

12. Insurance

13. Private Drives and Easements

14. Real Estate Taxes

15. Recreational Facilities

16. Legal Matters

17. Form A: Development Team

18. Form B: Estimated Annual Operating Budget

DISCLOSURE STATEMENT FOR ASHLEY GREENS CONDOMINIUM

1. Introduction. Condominium development in Michigan is governed by a statute called the Michigan Condominium Act, MCL 559.101 et seq. (the Act), and by rules adopted by the Michigan Department of Labor and Economic Growth. On the following pages, LiveGreen LLC (the Developer), as developer of the ASHLEY GREENS Condominium project (the Project), has set forth certain facts about the Project and the persons involved in its development that it believes will assist a prospective buyer in reviewing the Project. This disclosure statement (the Disclosure Statement), together with copies of the Master Deed (the Master Deed), the Condominium bylaws (the Condominium Bylaws), and other legal documents intended for the creation and operation of the Project (together the Condominium Documents), are furnished to each buyer to fulfill the requirement of the Act that Developer disclose to prospective buyers the characteristics of the condominiums that are offered for sale. The Condominium Documents constitute the only authorized description of the Project, and none of Developer’s representatives are permitted to vary the terms stated in those Documents except by written amendment to the Condominium Documents. 2. The Condominium Concept. Condominium is a form of real property ownership. Under Michigan law, the portion of the condominium that is individually owned has the same legal attributes as any other form of real estate and may be sold, mortgaged, or leased subject to the restrictions in the Condominium Documents. A condominium project is established by recording a master deed in the office of the register of deeds for the county where the project is located. Each owner of a condominium in the Project (an Owner) will own a lot on which a residence may be built (a Unit), to which the Owner receives a warranty deed, and is one of a number of mutual owners of common facilities (the Common Elements) that serve both the Owner’s condominium and other condominiums in the Project. The Units and the Common Elements are described generally in the Master Deed, and each Unit’s boundaries and dimensions are shown in the condominium subdivision plan (the Subdivision Plan) attached to the Master Deed. All portions of the Project that are not included within the Units constitute the Common Elements and are owned by all Owners in equal undivided proportions. Limited Common Elements are those Common Elements that are set aside for the use of less than all Unit Owners. All other Common Elements are designated as General Common Elements for the use of all Unit Owners. The interrelationship of individual ownership of Units and joint ownership of common elements requires that certain restrictions be imposed on the use of the Units and the Common Elements for the mutual benefit of all. The restrictions are in the Condominium Bylaws, which are recorded as part of the Master Deed. The Condominium Documents are prepared with the goal of allowing each Owner individual freedom and discretion without permitting any one Owner to infringe on

the rights and interests of the group. All Owners must be familiar with and abide by the restrictions if Unit living is to be an enjoyable experience. 3. Description of the Project. ASHLEY GREENS Condominium is a residential condominium project in Ann Arbor, Washtenaw County, Michigan (the Condominium). The Project is being developed in a single phase, to contain a maximum of 64 for Sale Condominium Units. Developer has reserved any rights to expand the Project beyond 64 Units. Each Unit in the Project is a fully improved building site, with utility service available at the Unit boundaries. The utility services available at each Unit include public water and sewer, available for hookup by laterals from each Unit The land, walkways, roads, and landscaping are all General Common Elements, which are owned and used in common by all Owners. Individual Owners also have an exclusive right to use the Limited Common Elements of the Project 4. Condominium Documents. ASHLEY GREENS Condominium has been established as a condominium project by the recording of a Master Deed in the Washtenaw county records, a copy of which either has been or will be delivered to each purchaser at least nine business days before closing. The Condominium Bylaws and the Condominium Subdivision Plan, a three-dimensional survey establishing the physical relationship and location of each of the Units in the Project, are attached as forms to the Master Deed. Other Condominium Documents include this statement and the articles of incorporation and the corporate bylaws of the ASHLEY GREENS Condominium Association (the Association), a nonprofit corporation that serves as the association of owners for the Condominium.

5. Developer’s Background and Experience. The Project is being developed by [name of developer], a Michigan [type of entity]. This partnership was formed in [year] for the specific purpose of developing the [name of condominium] Condominium Project, its first endeavor in Condominium development. The principals of [name of developer], however, bring with them experience and skills essential to condominium development. [Descriptions of developer principals.] The names, addresses, and previous experience with condominium projects of Developer and of any management agency, real estate broker, escrow agent, project engineer, attorney or other member of the development team involved in the Project are set forth in form A attached to this statement. 6. Administration of the Project. The responsibility for management and maintenance of the Project is vested in the [name of condominium] Condominium Association, which Developer has incorporated as a nonprofit corporation under

Michigan law. Each Unit Owner automatically becomes a member of the Association when that party purchases a Unit in the Project. Since each Unit in the Condominium has been assigned an equal percentage of value, the owner of each Unit will be entitled to one vote at all meetings of the Association and will share equally with all other owners in the expenses and proceeds of administration. The Association was formed by Developer. The persons that now make up the board of directors of the Association were appointed by Developer and will control its affairs until a new board of directors is elected by the Owners. This election will take place at the initial meeting of the members of the Association, as called by Developer. That meeting must be held within 120 days after legal or equitable title to 75 percent of the Units that may be created in the Project have been conveyed to non-Developer Owners, but in no event later than 54 months after the first conveyance of title of a Unit. The composition of the board between Developer representatives and non-Developer Owners will be adjusted from time to time under the formula described in the Condominium Bylaws. Not later than 120 days after the conveyance of legal or equitable title to non-Developer Owners of one-third of the Units in the Project, or one year after the initial conveyance of a Unit to a non-Developer Owner, whichever occurs first, two or more persons will be selected from among the non-Developer Owners to serve as an advisory committee to the board of directors. The advisory committee is intended to function as an informal organization with which the board can consult on matters concerning the Condominium until the board of directors is elected by owners. At such meetings, Developer intends to provide the advisory committee with information about the development of the Project and to receive recommendations from the committee. The members of the advisory committee will be appointed by and serve at Developer’s pleasure. The Bylaws of the Association permit the hiring of a professional manager or management company to manage the Project. Developer has not entered into a management contract. Rather, the management of the Project is being handled by Developer without charge for its time, but the cost of goods and services purchased and out-of-pocket expenses Developer incurs for management purposes are included in the annual budget of the Association, attached as form B. This arrangement, as well as any formal contract between the Association and Developer or a management agent or company related to Developer that might be entered into before the date of the initial meeting of Owners, is subject to termination at the option of the Owners on their assumption of control of the Unit, with or without cause. Additional information about the organization and operation of condominiums in Michigan may be found in the Condominium Buyer’s Handbook, published by authority of the Michigan Department of Labor and Economic Growth, a copy of which Developer either has or will furnish to you.

7. Budget and Assessments. The Condominium Bylaws require that the board of directors adopt an annual budget for the operation of the Project. Developer formulated the initial budget to estimate the reasonably predictable annual expenses of administration of the Project, including a reserve for the replacement of Common Elements as needed in the future. A copy of this budget is attached to this statement as form A. The amount projected as annual expenses for the Association is $[TBD]. This amount does not include expenses for utilities or real property taxes, which are billed individually to and must be paid directly by each Owner. Because the budget must necessarily be prepared in advance, it reflects estimates of expenses based on past experience. These estimates may prove to be inaccurate during actual operations on account of such factors as increases in the cost of goods and services, the need for repair or replacement of Common Elements, and property improvements. If such adjustments should occur, the budget will need to be revised accordingly. Until control of the Association has been turned over to the Owners on the transitional control date, Developer is required to supplement the income received by the Association to the extent necessary to keep the budget balanced and the Association in the black. Units owned by Developer are not subject to assessments from the Association. Those Units only become subject to assessment on conveyance or lease by Developer to a third party. The Association’s only other source of revenue to fund the budget is by assessment of its members who own Units, excepting Developer. For this reason, each Owner must pay an annual assessment that is determined by dividing the balance of the projected budget expenses by the number of Units in the Project, as established in the Master Deed. To provide working capital, each buyer must also pay to the Association at closing of the purchase of a Unit both the pro rata share of the current assessment for the Unit and an additional sum equal to two month’s assessments for the Association reserves. This additional payment may, at Developer’s option, be placed either in a short-term operating capital reserve or in the long-term repair and replacement reserve, for use by the Association or Developer as needed from time to time. The reserve deposit is not refundable and will not apply as a credit against any future quarterly installment or annual assessment. The board of directors may also levy special assessments to cover expenses that were not anticipated in the budget as permitted by the Condominium Bylaws. 8. Project Warranties. Developer is responsible for defects in workmanship and materials in the Common Elements of the Project for which it receives written notice within one year from the date on which construction or installation of the particular Common Element is completed. If written notice of defect is given by the Association or a Unit owner within the warranty period, Developer will make an inspection and,

where such inspection reveals defects in workmanship and materials, will make reasonable repairs to cure the defects without cost to the Owners. All notices for warranty claims should be sent to Developer at the address noted on the front sheet of this statement. CAUTION: THERE ARE NO WARRANTIES ON THIS CONDOMINIUM PROJECT OTHER THAN THOSE DESCRIBED IN THIS STATEMENT, AS EXPRESS WARRANTIES ARE NOT PROVIDED UNLESS SPECIFICALLY STATED. YOU, INDIVIDUALLY OR AS A MEMBER OF THE ASSOCIATION, MAY BE REQUIRED TO PAY FOR THE REPLACEMENT OR REPAIR OF ANY DEFECTS IN THIS CONDOMINIUM PROJECT THAT ARE NOT COVERED BY WARRANTY, IF ANY SUCH DEFECTS EXIST. UNDER NO CIRCUMSTANCES WILL DEVELOPER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. 9. Escrow Requirements. MCL 559.183 requires that all reservation deposits received from a prospective buyer under a preliminary reservation agreement must be deposited in an escrow account with an authorized escrow agent. If the prospective buyer decides to cancel the preliminary reservation agreement, all such deposits must be refunded to that party within three business days after notice of cancellation is received. MCL 559.184 provides that all payments received from a prospective buyer under a purchase agreement must be deposited in the escrow account and must be refunded if the purchase agreement is canceled within nine business days after receipt by the buyer of the Condominium Documents that Developer is required to furnish under MCL 559.184a. Under the Act, Developer must retain sufficient amounts from buyers’ payments in the escrow account or provide other adequate security as provided in MCL 559.203b, to ensure the completion of those uncompleted structures and improvements labeled “must be built” under the terms of the Condominium Documents. Since the Project is a site Condominium in which all site preparations and improvements will have been completed by the time of closing of the sale of any Unit, Developer will not maintain any funds in escrow subsequent to the closing date. [Adjust for any “must be built” items.] 10. Restrictions Applicable to the Unit. Owners of Condominium Unit will be bound by various use and occupancy restrictions applying to both the Condominium Units and the Common Elements. For example, there are prohibitions against conducting commercial or quasicommercial activities from any Unit; changing the exterior appearance of any Unit or common element; leasing Units on a transient basis or for less than prescribed periods of time; using firearms, fireworks, or other dangerous projectiles on the Unit property; using or parking recreational vehicles,

boats, or trailers outside a closed garage; and keeping pets or other animals on the Unit property without prior written permission from the board of directors of the Association. It is impossible to paraphrase all the restrictions without risking the omission of some portion that may be of significance to a particular purchaser. Consequently, each buyer should carefully review the Master Deed and Condominium Bylaws to be sure that they do not infringe on an intended use that the buyer feels is important. None of the restrictions prohibit Developer from carrying on sales activities as long as Developer is selling Units in the Condominium. 11. Enforcement Provisions. Compliance with use restrictions may be enforced by the levy of fines or by legal action seeking damages or an injunction against the offending Owner. The board may also take direct action to correct any condition that violates the Bylaws, may prohibit use of the Common Elements by an Owner in default, or may elect to discontinue furnishing services to the Unit involved on seven days’ notice to the Owner in default. If the Owner of a Condominium Unit does not pay assessments when due, the Association may charge reasonable interest or assess late charges from and after the due date. The Association is also given a lien on the Unit, which may be enforced as described above or by foreclosure proceedings in the manner provided by the Condominium Act. Owners should be aware, however, that MCL 559.158 provides that if the holder of a first mortgage or another buyer obtains title to a Unit as a result of foreclosure of that mortgage, the holder of the first mortgage or other buyer is not liable for unpaid assessments against that Unit that had become due before foreclosure. These unpaid assessments then become common expenses of the Association, which are collectible from all Unit Owners. 12. Insurance. The Condominium documents require that the Association carry fire and extended coverage for vandalism and malicious mischief and liability insurance and worker’s compensation insurance (if applicable) with respect to all of the Common Elements of the Project. The policies may contain deductible clauses that, in the event of a loss, may result in the Association bearing a portion of the loss. The board of directors is responsible for obtaining the insurance coverage for the Association, and each Owner’s pro rata share of the annual Association insurance premiums is included in the Unit assessment. The Association insurance policies will be available for inspection at Developer’s offices, at the address shown on the face sheet of this statement. The liability insurance coverage provided by the Association will not cover the interior of a Condominium Unit, nor will it protect against any accident or injury that occurs on a Limited Common Element appurtenant solely to a Unit. No casualty insurance coverage will be provided for any building, structure, or other improvement constructed within the perimeters of a Condominium Unit; the contents of any such building, structure, or improvement; or property of a Owner located outside the Unit

on the grounds of the Project. For that reason, all Owners are cautioned that it is their own responsibility to insure the residential dwelling and its contents. Each Owner must also obtain personal liability coverage against injury to persons or damage to property resulting from accidents in and about the Owner’s Unit, naming the Condominium Association as an additional insured. An insurance agent should be consulted to decide just what coverage will be needed for protection, since without such coverage an Owner will be uninsured for any loss that might occur within the Owner’s Unit, to the Owner’s property, or to the Owner’s guests. 14. Real Estate Taxes. Real property taxes on the Units in the Condominium are assessed by [municipality]. Under Michigan law, such taxes are supposed to be assessed on the basis of 50 percent of true cash value. Except for the year in which the Project is established, real property taxes and assessments are levied individually against each Unit and not against the Project as a whole. These taxes cover both the Unit and its proportionate share of the Common Elements. No taxes or assessments are levied separately against the Common Elements, either general or limited. In the year in which the Project is established, the taxes and assessments for the property on which Units are to be located will be billed to Developer. On the sale of a Unit in that year, the proportionate amount of taxes and assessments attributable to a Unit and paid by Developer in the year of sale will be prorated and charged to the buyer of the new Unit at the closing. Developer will also pay or contribute its pro rata share to the payment of the taxes and assessments based on the number of Units that it owns when the taxes are billed. It is not possible to determine at this date the amount of real property taxes or assessments that may be levied in subsequent years. Those taxes are a function of both property values and tax rates, which may either rise or fall in response to inflation levels, community needs, and other factors beyond Developer’s control. 15. Recreational Facilities. The [name of condominium] Condominium is located in close proximity to the [name] Golf Course, a private golfing facility. The Condominium Documents burden each Unit in the Project with an easement for errant golf balls, and each purchaser agrees to hold Developer, the Condominium Association, the [name] Country Club, and their respective officers, directors, employees, agents, successors, and assigns harmless from all costs, alleged liabilities, and damages in the event of damage or injury from golf balls. Ownership of a Unit in [name of condominium] Condominiums does not carry with it any rights to play golf or to use the other facilities of the [name] Country Club, although Unit owners are invited to join the Country Club.

16. Legal Matters. There are no pending proceedings, either legal or administrative, that involve either the Condominium Project or Developer and its officers and shareholders in their capacity as such, and Developer has no knowledge of any such proceedings that have been threatened in the future. THE MATTERS DISCUSSED IN THIS DISCLOSURE STATEMENT ARE INTENDED TO HIGHLIGHT CERTAIN IMPORTANT FACTS RELATING TO THE PROJECT. BUYERS ARE URGED TO READ ALL CONDOMINIUM DOCUMENTS CAREFULLY AND TO ENGAGE A LAWYER OR ANOTHER ADVISOR IN CONNECTION WITH ANY DECISION TO PURCHASE A UNIT IN THE PROJECT.

Form A DEVELOPMENT TEAM

Function Name and Address Previous Condominium Experience

Developer Management Agent Real Estate Broker General Contractor Escrow Agent Project Engineer Project Attorney

Urban Harvest Café

*All Sandwiches are served with “Better Made” Potato Chips – Union Made in Detroit!

SANDWICHES

The Big House Veggie Grinder: Grilled Seasonal Veggies, Secret House Dressing, and Organic Cheese of your choice!

Battered Buckeye: Beer Battered Locally Caught Walleye on a Kaiser Roll. Make it Beer Braised and Grilled or Blackened for $1.00 extra.

Chicken Salad Sandwich: Organic Local Chicken Breast, Farm Fresh Michigan Apples, Aioli, Celery, & Walnuts on Zingerman’s Ciabatta Bread

Smoked Trout Salad Sandwich: variation on tuna salad – delicious, Locally Caught smoked Trout Salad on Whole Grain with Lettuce & Tomato. Make it a melt with Organic Cheese for $0.75 more!

Go Blue! Burger: Housemade Veggie Burger, Lettuce, & Tomato. Add your choice of Organic Cheese for $0.75 more!

Reuben: Traditional Reuben served on Dark Rye, with Cole slaw and Swiss

Sandwich of the Day: Changing Seasonal Specialty!

½ & ½: Half Sandwich & Cup o’ Soup!

Veggie: Butternut Squash, Tomato, Veggie-Chili, Minestrone, Split Pea, Miso,

SOUPS

Meat: Chicken Noodle, Italian Wedding, Chili, French Onion, Beef & Barley

Michigan Salad: Traverse City Cherries, Mixed Greens, Apples, Pears, & Walnuts

SALADS

Warm Spinach Salad: Poached Egg, Caramelized Red Onion, Goat Cheese

Greektown Salad: Tomatoes, Cucumber, Green Peppers, Feta, Olives, Mixed Greens

Make Your Own: Daily Salad Bar

COFFEE, TEA. & BREAKFAST

Coffee Drinks: Café Mocha, Café Late, Café Americano, Café Hazelnut, Café Amaretto, Espresso, Café con Leche, Casezinho, Irish Creme

Teas

Assorted Baked Goods from Zingerman’s

: Black, Green, White, Red, & Oolong

Breakfast Sandwiches: Choice of Farm Fresh Eggs with Cheese, Ham, Bacon, Sausage, & Veggies on a Bagel or Roll.

Living Downtown

Ann Arbor’s dowtown is the perfect marriage between a historic downtown and a vibrant and growing commercial center.

Dowtown Ann Arbor includes easy access to:

• Restaurants

• Bars & Lounges

• Coffee shops

• Bookstores

• Hair Salons, Musuems, Bakeries, Art Galleries, & More!

Its central location makes Dowtown easily accesible to Kerrytown, the Old Westside, and the Central Campus of the University of Michigan.

For leasing information:

(734)-555-4848

ASHLEY GREENS Ann Arbor’s first Green Living

Community

Live Well!

Live Long!

Live Green!

Green Living Green Living is a complete eco-friendly lifestyle which emphasizes reducing adverse environmental impacts through:

• Green Construction (LEED Gold Building)

• Maximizing Walk-ability

• Linking in to public transportation networks and city-car share programs

• “Green” businesses and amenities

• Creating a community

Green Living allows residents of Ashley Greens to enjoy all the

typical advantages and services of all-inclusive urban living without the high environmental costs.

Apartments Ashley Greens offers a number of unique and luxurious units guaranteed to satisfy.

One Bedroom Units: Our one bedroom units provide 700 square feet of pure elegance.

Two Bedroom Units: Our two bedroom units are 1200 square feet, making the

roomy apartment seem like home.

Three Bedroom Units:

Amenities

Our two bedroom units provide 1200 square feet of elegance living. Our large three bedroom apartments in the Earth building feature balconies with views overlooking William Street.

Green Living is a complete eco-friendly lifestyle which emphasizes

reducing adverse environmental impacts through:

• In Unit Amenities include: o Washer & Dryer o Dishwasher o Central Air o Energy Efficient Lights o Green Insulation o Roof top access

• Eco-Gym in building

• On Site Green Dry Cleaning, Day Care, Spa, & Grocery Store

• Zip Car Location

• Underground Parking Available