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Retail Space Master Lease #6 RET AIL SPACE MASTER LEASE between MIAMI BEACH REDEVELOPMENT AGENCY, PREPARED BY: Eric D. Rapkin, Esq. Hughes Hubbard & Reed LLP 201 South Biscayne Blvd. Suite 2500 Miami, Florida 33131 RECORD AND RETURN TO: Kolleen O.P. Cobb, Esq. Hughes Hubbard & Reed LLP 201 South Biscayne Blvd. Suite 2500 Miami, Florida 33131 MI9626 10.078/09/1 9196 Landlord and MB REDEVELOPMENT, INC., Master Tenant Dated as of September 20, 1996 RETAIL SPACE MASTER LEASE THIS RETAIL SPACE MASTER LEASE (the "Master Lease"), dated as of this 20th day of September, 1996 (the "Commencement Date"), between MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic, as Landlord, and MB REDEVELOPMENT, INC., a Florida corporation, as Master Tenant. RECITALS: A. Landlord and Master Tenant have entered into that certain Garage Easement Agreement, of even date herewith (the "Garage Easement Agreement"), pursuant to which Landlord has granted certain rights and easements to Master Tenant in connection with that certain facility (the "Facility") containing a municipal parking garage and appurtenances containing approximately eight hundred (800) parking spaces (the "Garage") and certain retail space (the "Retail Space") located in an area bounded by Washington and Collins Avenues in the proximity of 16th Street, City of Miami Beach, Metropolitan Dade County, Florida, as more particularly described on Exhibit A attached hereto (the "Land"). B. Pursuant to the Garage Easement Agreement, Landlord and Master Tenant have agreed that Master Tenant shall operate and manage the Retail Space on behalf of Landlord pursuant to a master lease for the Retail Space. TERMS OF AGREEMENT NOW, THEREFORE, it is hereby mutually covenanted and agreed by and between the parties hereto that this Master Lease is made upon the terms, covenants and conditions hereinafter set forth. ARTICLE 1. DEFINITIONS For all purposes of this Master Lease, the terms defmed in this Master Lease shall have the meanings set forth in the Garage Easement Agreement and/or in that certain Agreement of Lease between Landlord, the City (to the extent provided therein) and Master Tenant of even date herewith for the leasing, ownership, management and operation of the Hotel (the "Ground Lease"), except if otherwise noted in this Master Lease. MI9626 I 0.078/09119/96 ARTICLE 2. DEMISE OF RETAIL SPACE AND TERM OF LEASE Section 2.1 Demise of Retail Space for Term. Landlord does hereby demise and lease to Master Tenant, and Master Tenant does hereby lease and take from Landlord, the Retail Space, together with all the appurtenances, rights, privileges and hereditaments thereto, subject to the terms and conditions of this Master Lease, to have and to hold unto Master Tenant, as owner of the Hotel, and its permitted successors and permitted assigns under the Ground Lease or otherwise as the owner of the Hotel, for a term commencing on the Commencement Date and expiring the date which is the last day of the month in which the one-hundredth (looth) anniversary of the Commencement Date shall occur (the "Term"), unless sooner terminated pursuant to the terms hereof. Attached hereto as Exhibit 2.1 is a floor plan showing the approximate location of the Retail Space within the Facility. Upon completion of the Facility, the parties shall execute an addendum to this Master Lease showing the as-built location of the Retail Space. Notwithstanding anything to the contrary contained herein, if Master Tenant, its permitted successors and permitted assigns fail to operate the Hotel as a fIrst class convention center hotel to the extent required to so operate the Hotel pursuant to the Project Documents, then Landlord shall have the right to terminate this Lease upon ninety (90) days I written notice to Master Tenant, whereupon Master Tenant shall vacate and surrender the Retail Space to Landlord in the manner required by this Master Lease on or before the expiration of such ninety (90) day period, and both parties shall be relieved of all further obligations hereunder. Section 2.2 No Encumbrances. Landlord will not permit or suffer any encumbrance, mortgage, pledge or hypothecation of its interest in this Master Lease or the Retail Space except as permitted pursuant to the Garage Easement Agreement. Section 2.3 Sale of Entire Interest. Landlord shall not sell, transfer, conveyor assign its interest in this Master Lease or the Facility, except for a sale, transfer, conveyance or assignment of its entire interest in this Master Lease and the Facility, subject to Master Tenant's rights under Section 27 of the Garage Easement Agreement. MI962610.078/09/19/96 2 ARTICLE 3. RENTAL Section 3.1 Method and Place of Payment. Except as otherwise specifically provided herein, all Percentage Rent, as hereinafter defmed and any other sums, costs, expenses or deposits which Master Tenant is obligated, pursuant to any of the provisions of this Master Lease, to pay and/or deposit (collectively, "Rental"), shall be paid without notice or demand. All Rental payable to Landlord shall be paid by good checks (payable upon presentment) drawn on a U.S. or state chartered bank, in currency of the United States of America. Rental that is payable to Landlord shall be payable at the address of Landlord set forth herein or at such other place as Landlord shall direct by notice to Master Tenant. Section 3.2 Percenta~e Rent. (a) Rent. Master Tenant shall pay to Landlord, as percentage rent ("Percentage Rent"), ninety-five (95 %) percent of the gross rents, receipts and other revenues received by Master Tenant with respect to the Retail Space (including, without limitation, base rent and percentage rent, amounts paid in connection with the surrender or termination of any Sublease (as defined below) and any proceeds of business interruption or rent loss insurance) and any payments in connection with common area maintenance, real estate taxes, insurance and utilities, and all other amounts received by Master Tenant from the subtenants of Master Tenant (i.e., the actual space users of the Retail Space) ("Subtenants"), pursuant to Subleases ("Gross Retail Revenues"). (b) Collection of Gross Retail Revenues. Master Tenant shall exercise commercially reasonably efforts to collect all Gross Retail Revenues and shall take all actions customarily required of managing agents or master tenants of first class retail space in Dade County, Florida to collect Gross Retail Revenues; provided, however, that Master Tenant shall not institute any litigation to collect any Gross Retail Revenues without the prior consent of Landlord; and, provided further, Landlord, at its election, may institute, prosecute or settle any such litigation with counsel (including, without limitation, Landlord's in-house counsel) designated by Landlord. (c) Subleases. Except as otherwise approved by Landlord, each sublease entered into between Master Tenant and an actual user of the Retail Space (a "Sublease") shall obligate the Subtenant thereunder to reimburse Master Tenant (as sublessor) for the Subtenant's proportionate share of common area maintenance, Impositions (including, without limitation, the Impositions described in the first sentence of Section 3.3), insurance, utilities and any and all other costs of owning, operating, managing, maintaining, repairing, and replacing the Retail Space as described in Section 3.4 (either on a "net" basis or over a "base year" or "expense stop" basis). (d) Improvements/Commissions. Any and all reasonable costs for subtenant improvements, leasing commissions, liability insurance procured by Master Tenant (unless liability insurance for Master Tenant is paid for by Landlord or the Subtenants pursuant to Section 5.1) and all other reasonable customary out-of-pocket costs incurred by Master Tenant in connection with the MI962610.078/09/19/96 3 Subleases, including, without limitation, reasonable attorneys fees and other costs incurred in connection with the procuring and negotiation of Subleases or disputes concerning Subleases, not reimbursed to Master Tenant by the Subtenants shall be paid for directly by Landlord (it being agreed that Master Tenant shall have no responsibility for any such costs or expenses); provided, however, that such costs shall not include overhead, wages, salaries and other compensation and fringe benefits and, provided, further, however that Landlord, as its election, may conduct such negotiations or prosecute such disputes with counsel (including, without limitation, Landlord's in-house counsel). Master Tenant has incurred costs as described above in this Section 3.2(d) in connection with attempting to procure Subleases prior to the Commencement Date. Such costs, as well as any other costs reimbursable to Master Tenant pursuant to this Master Lease, will be reimbursed to Master Tenant by Landlord within thirty (30) days after Landlord's receipt of an invoice therefor together with reasonable supporting documentation. If Landlord fails to reimburse Master Tenant for any such costs within such thirty (30) day period, then Master Tenant shall have the right to deduct such costs from Rental due Landlord hereunder. In the event of a bona fide dispute between Landlord and Master Tenant concerning any such invoice(s), Master Tenant will not deduct the amount thereof from Rental due Landlord pending a resolution of the dispute. (e) Payment of Percentage Rent. Percentage Rent shall be paid in arrears, commencing on the date that is thirty (30) days after the Hotel Opening Date, as follows: (i) On or before the twentieth (20th) day of each calendar month, commencing with the month that immediately follows the month in which the Hotel Opening Date occurs, during the Term of this Master Lease (and any renewals or extensions thereot), Master Tenant shall pay to Landlord the Percentage Rent actually collected from the Subtenants for the preceding month. (ii) As soon as available, but in no event no later than the date which is one hundred fifty (150) days after the end of each calendar year, Master Tenant shall make provide to Landlord a copy of the annual fmancial statements for such year (which statements shall be audited by any Recognized Accounting Firm) accurately reflecting the results of the Retail Space's operations (including, without limitation, a statement of Gross Retail Revenues, Percentage Rent, and the 5 % portion of Gross Retail Revenues retained by Master Tenant during the preceding calendar year (or partial calendar year, as applicable)), all prepared and certified by Master Tenant and such independent certified public accountant in accordance with generally accepted accounting principles. If any such certified statement discloses error in the calculation of the Percentage Rent for any period, appropriate adjustment of the Percentage Rent shall be made and paid promptly. (iii) Landlord, at its expense, shall have the right to inspect, photocopy and audit the books and records of Master Tenant with respect to the Retail Space. If such audit results in there being due to Landlord Percentage Rent for the year being audited in an amount equal to or exceeding three (3 %) percent of the Percentage Rent theretofore paid by Master Tenant in respect of such year, then the cost of such audit shall be paid by Master Tenant to Landlord upon thirty (30) days' demand. MI96261 0.078/091 19/96 4 Section 3.3 Impositions. From and after the Commencement Date, Landlord shall pay, not later than the date the same may be paid without interest or penalty (which is the date of delinquency), all Impositions that at any time thereafter are assessed, levied, confIrmed, imposed upon, or charged to Landlord with respect to (i) the Retail Space, or (ii) any vault, passageway or space in, over or under any sidewalk or street in front of or adjoining the Retail Space, or (iii) any other appurtenances of the Retail Space, or (iv) any personal property, FF&E, Building Equipment or other facility used in the operation thereof (other than as owned by Subtenants or leased by Subtenants from a third party), or (v) any document to which Master Tenant is a party which creates or transfers an interest or estate in the Retail Space, or (vi) the use and occupancy of the Retail Space, or (vii) this Master Lease. For purposes of this Master Lease, the defInition of "Impositions" shall have the meaning set forth in the Ground Lease, as if the word "Premises" in the defInition of "Impositions" set forth in the Ground Lease referred to the Retail Space. Nothing contained herein shall be construed to require Landlord to payor to be charged for any portion of (i) municipal, state or federal income or gross receipts taxes assessed against Master Tenant or the Subtenants; (ii) municipal, state or federal capital levy, estate, succession, inheritance, transfer or gains taxes, of Master Tenant or the Subtenants; (iii) corporation or franchise taxes imposed on Master Tenant or the Subtenants; (iv) State of Florida sales tax on rent due under the Subleases (which is payable by the Subtenants); or (v) State of Florida sales tax on sale of goods or services by the Subtenants. Section 3.4 Net Lease. Except to the extent otherwise provided in the Subleases, Landlord shall be responsible for any and all common area maintenance, Impositions (including, without limitation, the Impositions described in the fIrst sentence of Section 3.3), insurance, utilities, and any and all other costs of owning, operating, managing, maintaining, repairing, and replacing the Retail Space. It is the intent that this Master Lease be "net" to Master Tenant and that Landlord pay all costs, expenses and charges of every kind or nature (except as expressly provided for herein to the contrary in connection with costs to be borne by Master Tenant) relating or allocable to the Retail Space that may arise or become due or payable during or after (but attributable to a period falling within) the Term, in connection with the transactions contemplated by this Master Lease, as well as any costs referred to in Section 3.2(d) incurred by Master Tenant prior to the Term in connection herewith, as described above. ARTICLE 4. USE Section 4.1 Use. Master Tenant may attempt to procure Subtenants to use and operate the Retail Space throughout the Term for any and all lawful business use compatible with a fIrst class convention center hotel. MI96261 0.078/09/19/96 5 ARTICLE 5. INSURANCE Section 5.1 Insurance Requirements. At all times during the Term, Landlord, at its sole cost and expense, shall carry or cause to be carried all insurance coverages required to be carried by Landlord under the Garage Easement Agreement. All insurance requirements and the treatment of the proceeds thereof shall be governed by the applicable provisions of the Garage Easement Agreement. Any insurance policies covering any portion of the Retail Space shall name Master Tenant, its Affiliates, and any Recognized Mortgagee (or, if Master Tenant acquires fee title to the Land, as defmed in the Ground Lease, then the Hotel owner's mortgagee) as additional insureds. In addition, all Subleases shall require the Subtenant to carry liability insurance naming Landlord as named insureds and the City, Master Tenant, its Affiliates, any Facility Mortgagee and any Recognized Mortgagee as additional insureds with limits reasonably prudent under the circumstances, but in any event not less than that carried by comparable retail establishments in Dade County, Florida. ARTICLE 6. DAMAGE, DESTRUCTION AND RESTORATION Section 6.1 Damage, Destruction and Restoration. The damage to or destruction of the Retail Space by ftre or other casualty and Casualty Restorations shall be governed by the applicable provisions of the Garage Easement Agreement. However, to the extent that Landlord repairs or rebuilds the damaged portions of the Retail Space following a ftre or other casualty, regardless of whether Landlord is obligated to do so pursuant to the Garage Easement Agreement, then this Master Lease shall continue in full force and effect. The Subleases will provide that any repairs to or rebuilding of the damaged portions of the Retail Space will be performed only to the extent Landlord is required to repair or rebuild the Retail Space pursuant to the Garage Easement Agreement. However, to the extent that any of the Subleases approved by Landlord require repair or reconstruction following a ftre or other casualty, Landlord, at its expense, shall cause repair or reconstruction to be made in accordance with the applicable provisions of the Subleases, and this Master Lease shall continue in full force and effect. ARTICLE 7. CONDEMNATION Section 7.1 Taking. All takings of the Retail Space, all Condemnation Restorations of the Retail Space following any taking and the disbursement of awards in connection therewith shall be governed by the applicable MI9626 I 0.078/09/19/96 6 provisions of the Garage Easement Agreement. However, to the extent that Landlord repairs or rebuilds the Retail Space following a taking regardless of whether Landlord is obligated to do so pursuant to the Garage Easement Agreement, then this Master Lease shall continue in full force and effect. The Subleases will provide that any repairs to or rebuilding of the condemned portions of the Retail Space will be performed only to the extent Landlord is required to repair or rebuild the Retail Space pursuant to the Garage Easement Agreement. However, to the extent that any of the Subleases approved by Landlord require repair or reconstruction following a taking, Landlord, at its expense, shall cause repair or reconstruction to be made in accordance with the applicable provisions of the Subleases, and this Master Lease shall continue in full force and effect. ARTICLE 8. ASSIGNMENT, TRANSFER AND SUBLETTING Section 8.1 Assi~nment. Master Tenant shall not assign this Master Lease except to a successor tenant under the Ground Lease or to a successor owner of the Hotel, and Master Tenant shall be required to assign this Master Lease to a successor tenant under the Ground Lease or to a successor owner of the Hotel. Section 8.2 Subleases. Landlord shall have the right to approve (in its reasonable judgment) the terms and conditions of any proposed Sublease sought to be entered into between Master Tenant and a Subtenant, including, without limitation, the Person(s) that is (are) proposed as the Subtenant(s) thereunder. Each Sublease sought to be entered into by Master Tenant shall be submitted to Landlord. Landlord shall have ten (10) Business Days within which to approve or disapprove the applicable Sublease (and, if disapproved, stating Landlord's reasons for disapproval with specificity). If Landlord fails to respond within such ten (10) Business Day period, then Master Tenant will notify Landlord of such failure, and if Landlord fails to respond within five (5) calendar days thereafter, then the applicable Sublease shall automatically and without further notice be deemed to be approved. To the extent requested by any of the Subtenants, Landlord will agree to grant nondisturbance rights to the Subtenant(s) so requesting, such that Landlord will agree that, so long as no default or event which, with the passing of time or giving of notice would constitute a default, exists under the applicable Sublease, Landlord shall not disturb the applicable Subtenant's possession of its subleased premises or rights under the applicable Sublease by joining such Subtenant as a defendant in a foreclosure or eviction proceeding. MI96261 0.078/09/19/96 7 ARTICLE 9. MORTGAGES Section 9.1 Right to Mortgage. Master Tenant may not enter into any Mortgage in connection with this Master Lease and the Retail Space except in connection with Mortgages entered into pursuant to the Ground Lease. Master Tenant is granted no greater rights by virtue of this Master Lease to assign, pledge or mortgage its interest in this Master Lease or the Retail Space than Master Tenant has been granted under the Ground Lease to assign, pledge or mortgage Tenant's Interest in the Premises (as such term is defined in the Ground Lease). Landlord may not enter into any Mortgage in connection with this Master Lease and the Retail Space except in connection with Mortgages entered into pursuant to the Garage Easement Agreement. Landlord is granted no greater rights by virtue of this Master Lease to assign, pledge or mortgage its interest in this Master Lease or the Retail Space than Landlord has been granted under the Garage Easement Agreement to assign, pledge or mortgage Landlord's interest in the Facility Premises (as such term is defined in the Garage Easement Agreement). ARTICLE 10. NO SUBORDINATION Section 10 .1 No Subordination. Landlord's interest in the Retail Space and in this Master Lease, as the same may be modified, amended or renewed in accordance with the provisions of this Master Lease, shall not be subject or subordinate (and such Landlord's interest is superior) to (a) any Recognized or Affiliate Mortgage now or hereafter existing, (b) any other Mortgage (as defmed in the Ground Lease), liens or encumbrances now or hereafter affecting Master Tenant's interest in this Master Lease and the leasehold estate created hereby or (c) any Sublease or any mortgages, liens or encumbrances now or hereafter placed on any Subtenant's interest in the Retail Space. Tenant's interest in the Retail Space and in this Master Lease, as the same may be modified, amended or renewed in accordance with the provisions of this Master Lease, shall not be subject or subordinate (and such Tenant's interest is superior) to (a) any Facility Mortgage now or hereafter existing, or (b) any other liens or encumbrances now or hereafter affecting Landlord's interest in this Master Lease and the leasehold estate created hereby. MI96261 0.078/09/19/96 8 ARTICLE 11. MAINTENANCE AND REPAIR; ALTERATIONS Section 11.1 Maintenance of Retail Space. Landlord shall maintain and repair the Retail Space in accordance with the applicable provisions of the Garage Easement Agreement and any obligations of the landlord thereunder contained in any of the Subleases regarding maintenance and repair. Landlord and Master Tenant shall not make any Alterations in or to the Retail Space except for Alterations made by Landlord in accordance with the provisions of the Garage Easement Agreement or any obligations contained in any of the Subleases regarding improvements and alterations, which shall be made by Landlord. ARTICLE 12. REQUIREMENTS Section 12.1 Requirements. (a) Landlord, at its expense, shall comply with all Requirements with respect to the construction, maintenance and operation of the Retail Space, including but not limited to maintaining all permits and licenses for the operation of the Retail Space. No consent to, approval of or acquiescence in any plans or actions of Landlord by Master Tenant, or Master Tenant's designee, shall be relied upon or construed as being a determination that such are in compliance with the Requirements, or, in the case of construction plans, are structurally sufficient, prudent or in compliance with the Requirements. (b) In connection with the performance of Master Tenant's obligations hereunder, Master Tenant shall comply promptly with all Requirements. ARTICLE 13. DISCHARGE OF LIENS Section 13.1 Creation of Liens. (a) Except for Mortgages permissible under the Ground Lease, Master Tenant shall not create, cause to be created, or suffer or permit to exist (a) any lien, encumbrance or charge upon this Master Lease, the leasehold estate created hereby, the income therefrom or the Retail Space or any part thereof or appurtenance thereto, which is not removed within the time period described below, (b) any lien, encumbrance or charge upon any assets of, or funds appropriated to, Landlord, or (c) any other matter or thing whereby the estate, rights or interest of Landlord in and to the Retail Space or any part thereof or appurtenance thereto might be materially impaired. Notwithstanding the above, (x) Master Tenant shall have the right to execute Mortgages, Subleases and other instruments (including, without limitation, equipment leases) as provided by, and in accordance with, the provisions of this Master Lease and the Ground Lease, and (y) Master Tenant shall have no liability to Landlord under this MI96261 0.078/09/19/96 9 Article 13 for any liens, encumbrances or charges caused by any act or omission of any of the Subtenants, their agents, employees or contractors. (b) Landlord shall not create, cause to be created, or suffer or permit to exist (a) any lien, encumbrance or charge upon this Master Lease, the leasehold estate created hereby, the income therefrom or the Retail Space or any part thereof or appurtenance thereto, which is not removed within the time period described below, (b) any lien, encumbrance or charge upon any assets of, or funds appropriated to, Master Tenant, or (c) any other matter or thing whereby the estate, rights or interest of Master Tenant in and to the Retail Space or any part thereof or appurtenance thereto might be materially impaired. Notwithstanding the above, Landlord shall have the right to execute Facility Mortgages as provided by, and in accordance with, the provisions of the Garage Easement Agreement. Section 13.2 Discharge of Liens. (a) If any mechanic's, laborer's, vendor's, materialman's or similar statutory lien (including, without limitation, tax liens, provided the underlying tax is an obligation of Master Tenant by law or by a provision of this Master Lease) is filed against the Retail Space or any part thereof, or if any public improvement lien created, or caused or suffered to be created by Master Tenant shall be filed against any assets of, or funds appropriated to, Master Tenant or Landlord, Master Tenant shall, within thirty (30) days after Master Tenant receives notice of the filing of such mechanic's, laborer's, vendor's, materialman's or similar statutory lien or public improvement lien, cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. However, Master Tenant shall not be required to discharge any such lien if Master Tenant shall have (i) furnished Landlord with, at Master Tenant's option, a cash deposit, bond, letter of credit from an Institutional Lender (in form reasonably satisfactory to Landlord) or other security (such as a personal guaranty or title company indemnity) reasonably satisfactory to Landlord, in an amount sufficient to pay the lien with interest and penalties and (ii) brought an appropriate proceeding to discharge such lien and is prosecuting such proceeding with diligence and continuity; except that if, despite Master Tenant's efforts to seek discharge of the lien, Landlord reasonably believes that a court judgment or order foreclosing such lien is about to be entered or granted and so notifies Master Tenant, Master Tenant shall, within ten (10) days after notice to such effect from Landlord (but not later than three (3) business days prior to the entry or granting of such judgment or order of foreclosure), cause such lien to be discharged of record or Landlord may thereafter discharge the lien in accordance with Section 16.2 and look to the security furnished by Master Tenant for reimbursement of its cost in so doing. (b) Notwithstanding anything to the contrary contained in Section 13.2(a), if any mechanic's, laborer's, vendor's, materialman's or similar statutory lien (including, without limitation, tax liens, provided the underlying tax is an obligation of Landlord by law or by a provision of this Master Lease) is filed against the Retail Space or any part thereof or Master Tenant's interest therein as a result of any action of Landlord, its officers, employees, representatives or agents, Landlord shall, within thirty (30) days after Landlord receives notice of the filing of such mechanic's, laborer's, vendor's, materialman's or similar statutory lien, cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. However, Landlord shall not be required to discharge any such lien if Landlord shall have (i) furnished Master Tenant with, at MI962610.078/09/19/96 10 Landlord's option, a cash deposit, bond, letter of credit from an Institutional Lender (in form reasonably satisfactory to Master Tenant) or other security (such as a personal guaranty or title company indemnity) reasonably satisfactory to Master Tenant, in an amount sufficient to pay the lien with interest and penalties and (ii) brought an appropriate proceeding to discharge such lien and is prosecuting such proceeding with diligence and continuity; except that if, despite Landlord's efforts to seek discharge of the lien, Master Tenant reasonably believes that a court judgment or order foreclosing such lien is about to be entered or granted and so notifies Landlord, Landlord shall, within ten (10) days of notice to such effect from Master Tenant (but not later than three (3) business days prior to the entry or granting of such judgment or order of foreclosure), cause such lien to be discharged of record or Master Tenant may thereafter discharge the lien in accordance with Section 16.2 and look to the security furnished by Landlord for reimbursement of its cost in so doing. Section 13.3. No Authority to Contract in Name of Landlord. Nothing contained in this Article shall be deemed or construed to constitute the consent or request of Landlord, express or implied, by implication or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement of, alteration to, or repair of, the Retail Space or any part thereof, nor as giving Master Tenant any right, power or authority to contract for, or permit the rendering of, any services or the furnishing of materials that would give rise to the filing of any lien, mortgage or other encumbrance against Landlord's interest in the Retail Space or any part thereof or against assets of Landlord, or Landlord's interest in any Rental. Notice is hereby given, and Master Tenant shall cause all construction agreements entered into by Master Tenant (as opposed to Landlord) to provide, that to the extent enforceable under Florida law, Landlord shall not be liable for any work performed or to be performed at the Retail Space or any part thereof for Master Tenant or any Subtenant or for any materials furnished or to be furnished to the Retail Space or any part thereof for any of the foregoing, and no mechanic's, laborer's, vendor's, materialman's or other similar statutory lien for such work or materials shall attach to or affect Landlord's interest in the Retail Space or any part thereof or any assets of Landlord, or Landlord's interest in any Rental. The foregoing shall not require Master Tenant to request advance waivers of lien from contractors or subcontractors. ARTICLE 14. REPRESENT A TIONS Section 14.1 No Brokers. Each of Landlord and Master Tenant represents to the other that it has not dealt with any broker, finder or like entity in connection with this Master Lease or the transactions contemplated hereby, and each party shall indemnify the other against any claim for brokerage commissions, fees or other compensation by any Person alleging to have acted for or dealt with the indemnifying party in connection with this Master Lease or the transactions contemplated hereby. MI9626 10.078/091 I 9196 11 ARTICLE 15. NO LIABILITY FOR INJURY OR DAMAGE ETC. Section 15.1 Liability of Landlord or Master Tenant. The liability and exculpation of Landlord and Master Tenant (and indemnification of Landlord and Master Tenant) under this Master Lease shall be subject to the provisions of Section 17 of the Garage Easement Agreement as if the references in such provisions to the "Agreement" were references to this Master Lease. Notwithstanding the foregoing, Master Tenant shall be liable solely for its conversion, gross negligence and willful misconduct, and shall not in any event be liable or responsible for any act or omission of any Subtenant. Landlord shall indemnify and hold Master Tenant harmless from all other loss, cost, liability, claim, damage and expense (including, without limitation, reasonable attorneys' fees and disbursements), penalties and fines, incurred in connection with the Subleases, including, without limitation, any claims by a Person against Master Tenant or its Affiliates arising from (a) the use or occupancy or manner of use or occupancy of the Retail Space by Landlord or any Subtenant or any Person claiming through or under Landlord or any Subtenant or (b) any acts, omissions or negligence of Landlord (made in its proprietary capacity, if Landlord is the Agency, the City or any instrumentality of the Agency or the City) or any Subtenant or any Person claiming through or under such Landlord (in its proprietary capacity only, if Landlord, is the Agency, the City or any instrumentality of the Agency or the City) or such Subtenant, or of the contractors, agents, servants, employees, guests, invitees or licensees of Landlord (in its proprietary capacity only, if Landlord is the Agency, the City or any instrumentality of the Agency or the City) or such Subtenant, or any Person claiming through or under such Person, or (c) any breach by Subtenants under the Subleases, in each case to extent in, about or concerning the Retail Space either during, or after the termination or expiration of, the term of this Master Lease, except to the extent any of the foregoing is caused by the gross negligence or willful misconduct of Master Tenant. The provisions of this Section 15.1 shall survive the expiration or earlier termination of the Term. ARTICLE 16. RIGHT TO PERFORM THE OTHER PARTY'S COVENANTS Section 16.1 Right to Perform Other Party's Obligations. If a default shall occur and be continuing beyond any applicable grace period, either party may, but shall be under no obligation to, perform the obligation of the other party giving rise to such default, without waiving or releasing the other party from any of its obligations contained herein, provided that such party shall exercise such right only in the event of a bona fide emergency or after five (5) business days notice to the other party. Master Tenant hereby grants Landlord access to the MI9626I 0.078/09/19/96 12 Retail Space in order to perform any such obligation, and Landlord hereby grants Master Tenant access to the Facility in order to perform any such obligation. Section 16.2 Discharge of Liens. (a) If Master Tenant fails to cause any mechanic's, laborer's, vendor's, materialman's or similar statutory lien (including, without limitation, tax liens, providing the underlying tax is an obligation of Master Tenant by law or by a provision of this Master Lease) to be discharged of record in accordance with the provisions of Article 13, Landlord may, but shall not be obligated to, discharge such lien of record either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. If Landlord's title is threatened or a material interest of Landlord is impaired, Landlord may also, if Master Tenant has not done so (or bonded such lien), compel the prosecution of an action for the foreclosure of such lien by the lienor and the payment of the amount of the judgment in favor of the lienor with interest, costs and allowances. (b) If Landlord fails to cause any mechanic's, laborer's, vendor's, materialman's or similar statutory lien (including, without limitation, tax liens, providing the underlying tax is an obligation of Landlord by law or by a provision of this Master Lease) to be discharged of record in accordance with the provisions of Article 13, Master Tenant may, but shall not be obligated to, discharge such lien of record either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. If Master Tenant's leasehold interest in the Retail Space (or any portion thereot) is threatened or a material interest of Master Tenant is impaired, Master Tenant may also, if Landlord has not done so (or bonded such lien), compel the prosecution of an action for the foreclosure of such lien by the lienor and the payment of the amount of the judgment in favor of the lienor with interest, costs and allowances. Section 16.3 Reimbursement for Amounts Paid Pursuant to this Article. (a) Any amount paid by Landlord in performing Master Tenant's obligations as provided in this Article, including, without limitation, all costs and expenses incurred by Landlord in connection therewith, shall constitute Rental hereunder and shall be reimbursed to Landlord within thirty (30) days of Landlord's demand, together with a late charge on amounts actually paid by Landlord, calculated at the Late Charge Rate from the date of notice of any such payment by Landlord to the date on which payment of such amounts is received by Landlord. (b) Any amount paid by Master Tenant in performing Landlord's obligations as provided in this Article, including, without limitation, all costs and expenses incurred by Master Tenant in connection therewith, shall be reimbursed to Master Tenant within thirty (30) days of Master Tenant's demand, together with a late charge on amounts actually paid by Master Tenant, calculated at the Late Charge Rate from the date of notice of any such payment by Master Tenant to the date on which payment of such amounts is received by Master Tenant. MI9626 I 0.078/09/19/96 13 Section 16.4 Waiver, Release and Assumption of Obligations. (a) Landlord's payment or performance pursuant to the provisions of this Article shall not be, nor be deemed to constitute, Landlord's assumption of Master Tenant's obligations to payor perform any of Master Tenant's past, present or future obligations hereunder. (b) Master Tenant's payment or performance pursuant to the provisions of this Article shall not be, nor be deemed to constitute, Master Tenant's assumption of Landlord's obligations to payor perform any of Landlord's past, present or future obligations hereunder. ARTICLE 17. EVENTS OF DEFAULT, CONDITIONAL LIMITATIONS, REMEDIES, ETC. Section 17.1 Defaults. (a) If Landlord or Master Tenant defaults in the performance of any obligation required of it under this Master Lease (whether monetary or nonmonetary), and the defaulting party fails to cure such default within thirty (30) days after Notice by the nondefaulting party of such default, or if such a nonmonetary default is of such a nature that it cannot reasonably be remedied thirty (30) days after the giving of such default Notice (but is otherwise susceptible to cure), the defaulting party shall not (i) within thirty (30) days after the giving of such default Notice, advise the nondefaulting party of the defaulting party's intention to institute all steps (and from time to time, as reasonably requested by the nondefaulting party, the defaulting party shall advise the nondefaulting party of the steps being taken) necessary to remedy such default (which such steps shall be reasonably designed to effectuate a cure of such default in a professional manner), and (ii) thereafter diligently prosecute to completion all such steps necessary to remedy the same, then the nondefaulting party is entitled to pursue any and all available remedies at law or in equity. (b) The following shall also be an event of default under this Master Lease: (i) to the extent permitted by law, if Master Tenant admits, in writing, that it is generally unable to pay its debts as such become due; (ii) to the extent permitted by law, if Master Tenant makes an assignment for the benefit of creditors; (iii) to the extent permitted by law, if Master Tenant files a voluntary petition under Title 11 of the United States Code, or if Master Tenant files a petition or an answer seeking, consenting to or acquiescing in, any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other bankruptcy or insolvency statute or law, or seeks, consents to, acquiesces in or suffers the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of Master Tenant, of all or any substantial MI96261 0.078/09/19/96 14 part of its properties, or of all or any part of Master Tenant's interest in the Retail Space, and the foregoing are not stayed or dismissed within one hundred and fifty (150) days after such filing or other action; (iv) to the extent permitted by law, if, within one hundred and fifty (150) days after the commencement of a proceeding against Master Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable Federal, state or other bankruptcy or insolvency statute or law, such proceeding has not been dismissed, or if, within one hundred and eighty (180) days after the appointment, without the consent or acquiescence of Master Tenant, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of Master Tenant, of all or any substantial part of its properties, or of all or any part of Master Tenant's interest in the Retail Space, such appointment has not been vacated or stayed on appeal or otherwise, or if, within one hundred and eighty (180) days after the expiration of any such stay, such appointment has not been vacated; or (v) if a levy under execution or attachment in an aggregate amount of $250,000, adjusted for inflation, at anyone time, is made against the Retail Space or any part thereof or rights appertaining thereto (except for a levy made in connection with actions taken by Landlord (other than solely as holder of Landlord's ownership interest in the Retail Space)), the income therefrom, this Master Lease or the leasehold estate created hereby and such execution or attachment is not vacated or removed by court order, bonding or otherwise within a period of sixty (60) days after such levy or attachment, subject to Unavoidable Delays. Section 17.2 Termination. Notwithstanding Section 17.1, Landlord shall not have any termination or rescission rights in connection with an uncured default by Master Tenant under this Master Lease. This Master Lease may only be terminated by Landlord in conjunction with a termination of the Garage Easement Agreement or Ground Lease pursuant to the terms thereof. Any termination of the Garage Easement Agreement or Ground Lease (except for a termination of the Ground Lease in connection with the purchase by Master Tenant of fee title to the Retail Space) shall be deemed to be a termination of this Master Lease. Section 17.3 Ground Lease. Any Event of Default under the Ground Lease shall be deemed to be a default following the expiration of all cure periods under this Master Lease, entitling Landlord to exercise its available remedies hereunder. Section 17.4 Remedies Under Bankruptcy and Insolvency Codes. If an order for relief is entered or if any stay of proceeding or other act becomes effective against Master Tenant or Master Tenant's interest in this Master Lease or Landlord or Landlord's interest in the Master Lease as applicable, in any proceeding which is commenced by or against Master Tenant or Landlord, as applicable, under the present or any future Federal Bankruptcy Code or in a proceeding which is commenced by or against Master Tenant or Landlord, as applicable, seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any other present or future applicable federal, state or other bankruptcy or insolvency MI9626 10.078/091 1 9196 15 statute or law, Landlord or Master Tenant, as applicable, shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy or insolvency code, statute or law or this Master Lease (except to the extent Landlord's remedies and Master Tenant's remedies are expressly limited by the terms hereoO. Section 17.5 Inspection. Except to the extent otherwise provided in the Subleases, Landlord and its representatives shall have the right, upon twenty-four (24) hours prior notice to Master Tenant, to enter upon the Retail Space (a) to inspect the operation, sanitation, safety, maintenance and use of the same and to perform maintenance, repairs and replacements as required by the Garage Easement Agreement, this Master Lease or the Subleases and (b) to conduct inspections for the purpose of determining whether a default or event of default has occurred, provided that Landlord shall be accompanied by a representative of Master Tenant (in areas of the Retail Space other than areas readily available to the general public), and provided further that such entry shall not unreasonably interfere with the operation of the Retail Space. Master Tenant agrees to make a representative of Master Tenant available to accompany Landlord. ARTICLE 18. NOTICES, CONSENTS AND APPROVALS Section 18.1 Service of Notices and Other Communications. All Notices and consents under this Master Lease shall be provided in accordance with the applicable provisions of the Garage Easement Agreement as if the references in such provisions to the " Agreement" were references to this Master Lease. ARTICLE 19. CERTIFICATES BY LANDLORD AND MASTER TENANT Section 19.1 Certificates. The parties shall have the right to request for reasonable purposes estoppel certificates be given by the other party, in the same manner as provided for estoppel certificates pursuant to Article 27 of the Ground Lease. MI962610.078/09/19/96 16 ARTICLE 20. SURRENDER AT END OF TERM Section 20.1 Surrender of Retail Space. Upon the Expiration of the Term, Master Tenant, without any payment or allowance whatsoever by Landlord, shall surrender the Retail Space to Landlord in the condition existing as of the Expiration of the Term, free and clear of all liens and encumbrance caused by Master Tenant (other than the Subleases). Master Tenant hereby waives any notice now or hereafter required by law with respect to vacating the Retail Space on the Expiration of the Term. ARTICLE 21. QUIET ENJOYMENT Section 21.1 Quiet Enjoyment. Landlord covenants that, as long as this Master Lease is in full force and effect, Master Tenant shall and may (subject to the exceptions, reservations, terms and conditions of this Master Lease) peaceably and quietly have, hold and enjoy the Retail Space for the Term without molestation or disturbance by or from Landlord (solely in its proprietary capacity) or any Person claiming by, under or through Landlord (solely in its proprietary capacity). ARTICLE 22. HAZARDOUS MATERIALS Section 22.1 Hazardous Materials. Nothing contained in this Master Lease shall be deemed to modify the provisions of Section 18 of the Garage Easement Agreement. ARTICLE 23. NONDISCRIl\UNA TION Section 23.1 Nondiscrimination. Landlord and Master Tenant agree that they will not engage in any unlawful discrimination against any Person because of race, creed, national origin, sex, age, disability, marital status or sexual orientation. MI96261 0.078/09/19/96 17 ARTICLE 24. INDICTMENT, INVESTIGATIONS, ETC. Section 24.1 Cooperation in Investigations. To the extent required by Requirements, Master Tenant shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by any Governmental Authority that is empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by a Governmental Authority that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. In addition, Master Tenant shall promptly report in writing to the City Attorney of the City of Miami Beach, Florida any solicitation, of which Master Tenant's officers or directors have knowledge, of money, goods, requests for future employment or other benefit or thing of value, by or on behalf of any employee of the Agency, City or other Person relating to the procurement or obtaining of this Master Lease by the Master Tenant or affecting the performance of this Master Lease. ARTICLE 25. MISCELLANEOUS Section 25.1 Governing Law. This Master Lease shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to principles of conflict of laws. Section 25.2 References. (a) Captions. The captions of this Master Lease are for the purpose of convenience of reference only, and in no way defme, limit or describe the scope or intent of this Master Lease or in any way affect this Master Lease. (b) Reference to Landlord and Master Tenant. The use herein of the neuter pronoun in any reference to Landlord or Master Tenant shall be deemed to include any individual Landlord or Master Tenant, and the use herein of the words "successors and assigns" or "successors or assigns" of Landlord or Master Tenant shall be deemed to include the heirs, legal representatives and assigns of any individual Landlord or Master Tenant. (c) Agency's and City's Governmental Capacity. Nothing in this Master Lease or in the parties' acts or omissions in connection herewith shall be deemed in any manner to waive, impair, limit or otherwise affect the authority of the Agency or City in the discharge of its police or governmental power. MI962610.078/09/19/96 18 (d) Reference to "herein", "hereunder", etc. All references in this Master Lease to the terms "herein", "hereunder" and words of similar import shall refer to this Master Lease, as distinguished from the paragraph, Section or Article within which such term is located. Section 25.3 Entire Agreement, etc. (a) Entire Agreement. This Master Lease, together with the attachments hereto, contains all of the promises, agreements, conditions, inducements and understandings between Landlord and Master Tenant concerning the Retail Space and there are no promises, agreements, conditions, understandings, inducements, warranties or representations, oral or written, express or implied, between them other than as expressly set forth herein or as may be expressly contained in any enforceable written agreements or instruments executed simultaneously herewith by the parties hereto. This Master Lease may be executed in counterparts, each of which shall be deemed an original but all of which together shall represent one instrument. (b) Waiver, Modification, etc. No covenant, agreement, term or condition of this Master Lease shall be changed, modified, altered, waived or terminated except by a written instrument of change, modification, alteration, waiver or termination executed by Landlord and Master Tenant. No waiver of any Default or default shall affect or alter this Master Lease, but each and every covenant, agreement, term and condition of this Master Lease shall continue in full force and effect with respect to any other then existing or subsequent Default or default thereof. (c) Effect of Other Transactions. No Sublease or Mortgage (as defmed in the Ground Lease), whether executed simultaneously with this Master Lease or otherwise, and whether or not consented to by Landlord, shall be deemed to modify this Master Lease in any respect, and in the event of an inconsistency or conflict between this Master Lease and any such instrument, this Master Lease shall control. Section 25.4 Invalidity of Certain Provisions If any provision of this Master Lease or the application thereof to any Person or circumstances is, to any extent, fmally determined by a court of competent jurisdiction to be invalid and unenforceable, the remainder of this Master Lease, and the application of such provision to Persons or circumstances other than those as to which it is held invalid and unenforceable, shall not be affected thereby and each term and provision of this Master Lease shall be valid and enforceable to the fullest extent permitted by law. Section 25.5 Remedies Cumulative. Each right and remedy of either party provided for in this Master Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Master Lease, or now or hereafter existing at law or in equity or by statute or otherwise, except as otherwise expressly limited by the terms of this Master Lease or the Ground Lease, and the exercise or beginning of the exercise by a party of anyone or more of the rights or remedies provided for in this Master Lease, or now or hereafter existing at law or in equity or by statute or otherwise, except as otherwise expressly limited by Ml9626 10.078/091 I 9196 19 the terms of this Master Lease or the Ground Lease, shall not preclude the simultaneous or later exercise by such party of any or all other rights or remedies provided for in this Master Lease or now or hereafter existing at law or in equity or by statute or otherwise except as otherwise expressly limited by the terms of this Master Lease or the Ground Lease. Section 25.6 Performance at Each Party's Sole Cost and Expense. Unless otherwise expressly provided in this Master Lease, when either party exercises any of its rights, or renders or performs any of its obligations hereunder, such party shall do so at its sole cost and expense. Section 25.7 Successors and Assigns. The agreements, terms, covenants and conditions herein shall be binding upon, and insure to the benefit of, Landlord and Master Tenant and, except as otherwise provided herein, their respective successors and assigns and shall be construed as covenants running with the land. If, while the Agency is the Landlord hereunder, the Agency shall cease to exist, the City, by its signature hereto, hereby agrees to be bound by the terms, covenants and conditions of Landlord hereunder and Master Tenant agrees to recognize the City as Landlord hereunder. Section 25.8 Recording of Master Lease. Neither Landlord nor Master Tenant shall cause this Master Lease or any amendments hereto or any memoranda hereof to be recorded in any Public Records. Section 25.9 Corporate Obligations. It is expressly understood that this Master Lease and obligations issued hereunder are solely corporate obligations, and, except as otherwise provided in Section 17 of the Garage Easement Agreement, that no personal liability will attach to, or is or shall be incurred by, the incorporators, stockholders, officers, members, partners, holders of other ownership interests, directors, elected or appointed officials (including, without limitation, the Chairman and Members of the Landlord and the Mayor and Commissioners of the City and the members of any other governing body of Landlord) or employees, as such, of the Landlord or Master Tenant, or of any successor corporation or other successor entity, or any of them, under or by reason of the obligations, covenants or agreements contained in this Master Lease or implied therefrom; and, except as otherwise provided in Section 17 of the Garage Easement Agreement, that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer, member, partner, holder of other ownership interests, director, elected or appointed official (including, without limitation, the Chairman and any Member of the Landlord and the Mayor and Commissioners of the City and the members of any other governing body of Landlord) or employee, as such, or under or by reason of the obligations, covenants or agreements contained in this Master Lease or implied therefrom are expressly waived and released as a condition of, and as a consideration for, the execution of this Master Lease. MI96261 0.078/09/1 9/96 20 Section 25.10 Nonliability of Officials and Employees. Except as otherwise provided in Section 17 of the Garage Easement Agreement, no member, official or employee of the Landlord or the City shall be personally liable to Master Tenant, or any successor in interest, in the event of any default or breach by the Landlord or for any amount or obligation which may become due to the Master Tenant or successor under the terms of this Master Lease; and, except as otherwise provided in Section 17 of the Garage Easement Agreement, that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such Person, or under or by reason of the obligations, covenants or agreements contained in this Master Lease or implied therefrom are expressly waived and released as a condition of, and as a consideration for, the execution of this Master Lease. Section 25.11 Conflict of Interest. Master Tenant represents and warrants that, to the best of its actual knowledge, no member, official or employee of the Landlord or the City has any direct or indirect financial interest in this Master Lease, nor has participated in any decision relating to this Master Lease that is prohibited by law. Master Tenant represents and warrants that, to the best of its knowledge, no officer, agent, employee or representative of the City of Miami Beach or Landlord has received any payment or other consideration for the making of this Master Lease, directly or indirectly from Master Tenant. Master Tenant represents and warrants that it has not been paid or given, and will not payor give, any third person any money or other consideration for obtaining this Master Lease, other than normal costs of conducting business and costs of professional services such as architects, engineers, and attorneys. Master Tenant acknowledges that Landlord is relying upon the foregoing representations and warranties in entering into this Master Lease and would not enter into this Master Lease absent the same. Section 25.12 No Partnership. The parties hereby acknowledge that it is not their intention under this Master Lease to create between themselves a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership or agency relationship for the purpose of developing the Hotel, or for any other purpose whatsoever. Accordingly, notwithstanding any expressions or provisions contained herein, nothing in this Master Lease, whether based on the calculation of Rental or otherwise, shall be construed or deemed to create, or to express an intent to create, a partnership, joint venture, tenancy-in-common, joint tenancy, co-ownership or agency relationship of any kind or nature whatsoever between the parties hereto. The provisions of this Section shall survive Expiration of the Term. Section 25.13 Time Periods. Any time periods in this Master Lease of less than thirty (30) days shall be deemed to be computed based on business days (regardless of whether any such time period is already designated as being computed based on business days). In addition, any time period which shall end on a day other than a Business Day shall be deemed to extend to the next Business Day. MI96261 0.078/09/19/96 21 Section 25.14 Radon Notice. NOTICE REQUIRED BY CHAPTER 88-285, LAWS OF FLORIDA Chapter 88-285, Laws of Florida, requires the following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building: "RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. " Section 25.15 No Third Party Beneficiaries. Nothing in this Master Lease shall confer upon any Person, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Master Lease; provided, however, that a Recognized Mortgagee or its Designee and a Facility Mortgagee or its Designee shall be a third party beneficiary hereunder to the extent such Recognized Mortgagee or such Designee or such Facility Mortgagee or such Designee is granted rights hereunder or under the Garage Easement Agreement. Section 25.16 Sales Tax on Rents. The parties acknowledge that the payment to Landlord of Percentage Rent under this Master Lease is not intended to be consideration paid in exchange for the rental, lease, letting or license for use of the Retail Space. Master Tenant is merely remitting to Landlord a portion of the Gross Retail Revenues received from the Subtenants, and Master Tenant does not intend to occupy any portion of the Retail Space. Therefore, it is the parties' intention that the Percentage Rent payable by Master Tenant not be subject to the State of Florida sales tax on rents. The parties shall enter into any necessary modifications to this Lease to comply with any Florida Department of Revenue requirements in order to achieve nontaxable status in connection with the Percentage Rent payable by Master Tenant hereunder. Nothing contained herein shall be construed to modify the responsibility of the Subtenants to pay such sales tax on the rentals due under the Subleases. MI96261 0.078/09/19/96 22 EXECUTION :0' IN WITNESS WHEREOF, Landlord and Master Tenant, intending to be legally bound, have executed this Master Lease as of the day and year fIrst above written. MIAMI BEACH REDEVELOPMENT AGENCY By: eo ~J- ~ Robert Parcher Secretary ATTEST: FORM APPROVED REDEVELOPMENT AGENCY GENERAL COU~1EL Jj , By 1111@1~ Date 9/'Yd/lt , MI9626 1 O.078109/l9196 23 MB REDEVELOPMENT, INC. ATTEST: By: ()-eCS,\c1V\<.::: MI96261 0.078/09/19/96 24 SOI..:ELY FOR THE PURPOSES OF SECTION 25.7'bF THE FOREGOING MASTER LEASE: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: (<~~~~~ Robert Parcher City Clerk MI9626 1 0.078109/l9196 25 FORM" PF""'^' .....l . '. L'" ,'\ ",. '.. LEGAL DEF'j BY~/lW Date [ J. d .. 1 2 3 EXHIBIT A LAND MI96261 0.078/09/19/96 EXHIBIT A LEGAL DESCRIPTION: Lots 8.9.10.//.12 and 13.81ock 51,F/ster's F/rst SuM/vIs/on of .Alton Beach.accord/ng to tte Plot treroof. as roc:orded /n Plot Book 2. Paqe T7 of tre Publ/c Records of Dade County. Fior!da. t09eftw wfth 011 of 16th Str88f (AvertJ6 .~). less and except t~ fol/ONlng descrIbed parcel: BEGINNING at tm SwtfJNest corner of B/ock 54 if saId Flsters FIrst SubdivIsIon of Alton B80ctf Plot: th8nc8 North 88'0' 53- East along t~ Sadh lIne a saId B/ock 54.0 dIstance of 443.lJ8 ffJ8f.to tm SwttrJast corner of sold Block 54: t~nce South or 35' CH West. 0 dIstance of 96.26 feet.to a poIrt of cusp with a tangent CUrWJ cooocve to th!J SouthNest; ttrJraJ alont;; tre arc of saId curve to tm Itit.frNlng a radIus a 251XJ f8fi and a central angle (f 9(]'00' W.an ore dIstance of 3921 feet.to a point a tangenGy: ttence North 8Z 24' 5~ West. a dIstance a 2475 ffJ8f: tf'8nce Sadh 88' 00' 5JW west along a line 81XJ feet North of and parallel with. as measured at rlr;ft angles to Ire North line of Block 57 (f saId plat.a dlstanctJ of 382)8 f8f!K to a poIrt on th8 Easterly Rlqtt -of-Woy line of Wastington lfIenue:tt8raJ North or 59' I,. West along saId East8i1y Rlr;ft-af- Ww llne.a dIstance of 621XJ feet to ttrJ SwtfJNest cornt!Y of sold Block 54 and tre Point of beqlnnlng. Sold lands lyIng and beIng In tre CIty of MIamI B8ach and contaInIng 65.910 square feet (/5131 .Acres) more or less. 1 2 3 EXHIBIT 2.1 FLOOR PLAN OF RET AIL SPACE MI962610.078/09/19/96 EXHIBIT 2.:" I, I. i ! i ""111'il'II'I!II! · ~ I' . 3dl' U I ')1' ! : ~11l1!1 11m IUI!; I HIli I ml - &J ii.!., J ! i!i: J IIIJ If I'-a. .' !!!II ! I 61111 f I) I!H~iii m..:!i ,11I5f. . 'I, I:?"" !illl!':::i! ~ 11)111 ii'. , c:t I illllillli . I " "' a: " ~ :;; ~ "' a: . i :-- r! :s ii ~~ 2Mi <. 15 .;"1 !C eo"'- :! liiii ;~ Ism ~ i :-: ru :: is .~~ g. I! .:;; '5'!! Ii"" .. ~~~ ~:!ii ru I-~d .:: 1m mhm "" "" WJ <oJ U U '" '" Q. Q. "" '" ~ 52 I :/ ~ I ::; '" " f zli . oC(i: . iLl Q 0< ,[ ~ ~! a Q : - z " C . Z!I ~ Q "" " - ~ ~ Ui ~ ~ ~I , ~'- i .