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051-Ground Lease-City-Sanford Airport-Miro Hospitality PropertiesM EMORANDUM Stenstrom, McInto* Cott ert, wbigbam & Pardow, P.A. loos Heat�jrow Pa Lane, Suite 4001 Lake Mar Flo riba 3 (4 322 -2171 To: Jan Dougherty, City Clerk (via hand delivery) From: Kenneth W. McIntosh, Assistant City Attorne �/'�-- Date: March 3, 2008 Re: Sanford Airport Authority - Consent and Approval of Ground Lease xc: Diane Crews, Vice President of Administration (via facsimile 407 - 322 -0186) William L. Colbert, City Attorney Attached please find a copy of the Consent and Approval of the Ground Lease approved by the City Attorney on February 28, 2008 as to form and legality. You shall receive further documentation from the Sanford Airport Authority for your permanent records. All of the best. I:\Danielle\KWMc \Cities \SANFORD \Letters and Memos \Memos \Memo to J Dougherty re SAA Consent and Approval of Ground Lease.wpd CONSENT AND APPROVAL OF GROUND LEASE THIS CONSENT AAPPROV L OF GROUND LEASE (this "Consent ") is hereby entered into as of the `+ day of , 2008, by and between the CITY OF SANFORD, FLORIDA, a municipal corporation of th State of Florida, (the "Landlord "), and SANFORD AIRPORT AUTHORITY, a dependent special district located in the City of Sanford, Florida, (the "Tenant "). RECITALS: A. Landlord and Tenant are parties to that certain Airport Lease Agreement dated August 13, 1996, as amended by that certain Addendum No. I to Airport Lease Agreement dated November 12, 2001, (collectively, the "Airport Lease "), for the lease and use of the Airport (as defined in the Airport Lease) upon the land more particularly described in the Airport Lease (the "Premises "); B. Pursuant to that certain Agreement for Ground Lease Lease Number 2005 -17 Between Sanford Airport Authority and Miro Hospitality Properties, LLC dated January 26, 2006, a copy of which is attached hereto as Exhibit "A" and incorporated herein (the "Ground Lease "), by and between Tenant and MIRO HOSPITALITY PROPERTIES, LLC, a Florida limited liability company, (the "Ground Lease Tenant "), the Ground Lease Tenant will occupy a portion of the Premises for the construction and operation of a hotel pursuant to the Ground Lease; C. Landlord and Tenant acknowledge that the purpose and effect of the Ground Lease is in the best interest of the City of Sanford and the Airport and believe that same will generate and stimulate economic development for the mutual benefit of the City of Sanford and the Airport; D. Landlord desires to provide written consent to and approval of the Ground Lease on the terms and conditions of this Consent; and NOW, THEREFORE, in consideration of the foregoing premises, and the mutual promises and agreements contained herein, it is hereby agreed by and between the parties hereto as follows: 1. Recitals The foregoing recitals are true and correct, form a material part of this Consent and are incorporated herein by reference. 2. Consent and Approval Landlord hereby does consent to and approve of the Ground Lease as to that specific parcel described in the Revised Exhibit "A ", Legal Description/Survey which is attached hereto and made a part thereof by reference. 3. Privity of Contract In no event shall Landlord be deemed to be in privity of contract with any tenant under the Ground Lease, including but not limited to Ground Lease ORLDOCS 11126558 4 Tenant, or owe any obligation or duty, under the Airport Lease or otherwise, to any tenant under the Ground Lease, including but not limited to Ground Lease Tenant. 4. Liability of Tenant Tenant is and shall remain primarily liable for all charges, if any, incurred with respect to the Premises and for the full performance of all covenants and conditions set forth in the Ground Lease. Landlord shall be under no obligation to collect rent from Ground Lease Tenant. Landlord shall not be obligated to furnish any services or materials to Ground Lease Tenant. 5. No Third Party Beneficiaries This Consent is solely for the benefit of the parties hereto, and no provision of this Consent shall be deemed to confer any benefit on any third party (including, without limitation, Ground Lease Tenant). 6. Severability The invalidity or unenforceability of any portion of this Consent shall not affect the remaining provisions and portions hereof. 7. Counterparts This Consent may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Faxed signatures shall have the same binding effect as original signatures. [SIGNATURE PAGE FOLLOWS] ORLDOCS 11126558 4 IN WITNESS WHEREOF, the parties hereto have executed this Consent and Approval of Ground Lease as of the date first written above. Signed, sealed and delivered in the presence of: r tness x ,! Witness LANDLORD: CITY OF SANFORD, FLORIDA, a municipal corporation of the State of Florida Name: Mayor Approved as to fo and legality on 5 2008 By: Name: �! City ttorney City of Sanford, Florida Signed, sealed and delivered in the presence of: Witness i TENANT: Witness N T: D ORLDOCS 11126558 4 SANFORD AIRPORT AUTHORITY, a dependent special district located in the City of S �_r__� L1 7 c Exhibit "A" (Ground Lease) ORLDOCS 1 1126558 3 . 1 AGREEMENT FOR GROUND LEASE LEASE NUMBER 2005 -17 BETWEEN SANFORD AIRPORT AUTHORITY AND MIRO HOSPITALI'T'Y PROPERTIES, LLC THIS GROUND LEASE (the "Lease's is made and entered into this date, t2 0 0, 2006 by and between the SANFORD AIRPORT AUTHORITY, a dependent speci dis "ct located in the City of Sanford, Florida, a municipal corporation of Seminole County, Florida, hereinafter called the Lessor, and MIRO HOSPITALITY PROPERTIES, LLC, a Florida corporation, hereinafter referred to as Lessee. WITNESSETH: For and in consideration of the rents, covenants, agreements, and conditions hereinafter reserved, made and entered into, it is agreed, by and between the parties hereto as follows: NOW, THEREFORE, for and in consideration of the payment by Lessee of the rentals hereinafter reserved and the performance by Lessee of the covenants and agreements hereinafter agreed to be performed by il, and in accordance with all the provisions hereinafter set forth, Lessor does hereby lease unto Lessee, and Lessee rents from Lessor the real property located within the Orlando Sanford International Airport (the "Airport"), as described in the following legal description, (the "Land "), together with any and all buildings and improvements hereafter to be placed thereon (all such buildings and other improvements to be hereinafter collectively referred to as the "Project "), and the Land and the Project together sometimes shall be referred to as the "Premises ", together with the non - exclusive right of access for ingress, egress and regress to and from the Land, to Airport Boulevard , the Land being described as follows: FROM THE SOUTH `/. CORNER OF SECTION 6, TOWNSHIP 20 SOUTH, RANGE 31 EAST, SEMINOLE COUNTY, FLORIDA; THENCE RUN N.00 °1 8'56 "W. ALONG THE NORTH - SOUTH' /4 SECTION LINE OF SAID SECTION 6, A DISTANCE OF 9.29 FEET; THENCE RUN N.90 °00'00 "E. A DISTANCE OF 2619.64 FEET; THENCE RUN S.00 °29'36 "E. A DISTANCE 50.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S.00 °29'36 "E. A DISTANCE OF 298.50 FEET; THENCE RUN N.90 °00'00 "W. A DISTANCE OF 835.00 FEET; THENCE RUN N.00°29'36 "W. A DISTANCE OF 298.50 FEET; THENCE RUN N.90 °00'00 "E. 835.00 FEET TO THE POINT OF BEGINNING. CONTAINING 5.72 ACRES MORE OR LESS Description/Survey] 1. 2. 3. TERM OF LEASE [See attached EXHIBIT "A" — Legal 1.1. This Lease shall have an initial term of forty (40) years (the "Perm "), commencing on March 1, 2008 (the 'Commencement Date', or upon the issuance of the Certificate of Occupancy, whichever occurs first, upon the terms, conditions, covenants and stipulations herein set forth. 1.2. This Lease and the rights and obligations of the Lessee shall be contingent upon Lessee obtaining, within two years from the effective date of this Lease, all local govenunent and State approval, permitting and financing required of Lessee to construct the improvements contemplated by this Lease. OPTION TO EXTEND 2.1. Subject to the restrictions contained in Section 332.08(3), Florida Statutes, and subject to the terms of the City Airport Lease, as amended, between the Lessor and the City of Sanford, Florida, dated August 13, 1996, and provided the Lessee is not in default of this Lease beyond applicable notice and cure periods, the Lessee shall have the right and option to extend this Lease for two (2) successive terms of ten (10) years each (each an 'Option Term "), commencing at the expiration of the initial Term of this Lease at the current market rate for the land, exclusive of the improvements thereon, as detailed in Section 4, below. 2.2. Such Option Term may be exercised by Lessee, at Lessee's option, provided that Lessee continues use of the premises as a for -profit hotel and gives written notice of its election to exercise each option to extend for an additional ten (10) year term not earlier than thirty (30) months nor later than twenty -four (24) months prior to the end of the then - current Lease Term, upon such terms and conditions as are contained in this Lease, except that the rental payable during each extended Term shall be the fair rental value of the land (exclusive of the Project) as determined by the parties as of the commencement of each extension Option Tenn, in accordance with Section 4, below. 2.3. The Lessor and Lessee may agree to additional extensions of the term as the parties may deem necessary or desirable which extensions shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, Lessee's right to extend the Term of this Lease shall not terminate or be extinguished due to Lessee's failure to give Lessor an extension notice as herein required unless and until Lessee fails to exercise the option in writing within ten (10) days following Lessors notice that the Lessee's extension notice was not received in a tiunely manner as required by this Lease. FIRST RIGHT OF REFUSAL 2 3.1. Lessor and Lessee agree, for $10.00 and other good and valuable consideration, the sufficiency of which is hereby agreed, that Lessee shall have a right of First refusal to lease Lessor -owned property that has been designated for hotel and related business development on Airport property (the "Expansion Areal, provided that 3.1.1. the Expansion Area is available for leasing by Lessor; and 3.1.2. Lessor receives from a prospective Iessee a bona fide offer to lease the Expansion Area at a rent and upon other terms acceptable to Lessor, or Lessor makes a bona fide proposal to lease the Expansion Area to a prospective Lessee; and 3.1.3. if at that time the Lease is in effect and Lessee is not in default under the Lease beyond any applicable grace period. 4. 3.2. Lessor shall give Lessee written notice of any offer or proposal specifying the rent and other terms of the offer or proposal and Lessee shall then have the prior option to lease the Expansion Area at a rental and on terms equal to the greater of: (a) the rent and the other terms provided in the Lease, or (b) the rent and the other terms offered by or to the new prospective Lessee, provided that Lessee exercises its prior option by giving Lessor written notice within ten (10) business days after Lessee's receipt of Lessors notice of the offer. 3.3. After the expiration of sixty (60) business days after notice has been given to Lessee of the availability of the Expansion Area, this option shall expire and be of no further force and effect as to die Expansion Area. 3.4. If the option is exercised, Lessor and Lessee shall enter into an amendment to this Lease reflecting the expansion of the Premises. If the option is exercised, the terms of the Lease, including the obligation to pay rent, shall commence as to the Expansion Area as of the date which is the earlier of: (1) the commencement date set forth in the third party offer; or (2) the date when Lessee shall take possession of the Expansion Area. RENTAL 4.1. Rental for the Premises shall commence at $0.21 per square foot per year for 249,163.2 square feet 15.72 acres) beginning on the Commencement Date. The monthly rental rate is calculated as follows: Land - 249,163.2 sq.ft. @ $0.21 $ 52,324.27 Annually = $ 52,324.27 Monthly c $ 4,360.36 7% Sales Tax $ 305.22 Total Monthly = $ 4,665.58 4.2. Lessor acknowledges receipt of the first month's installment in advance and $4,665.58 as a security deposit which may be used to apply toward any delinquent 3 rent or other charges due under this Lease. Rental payments due hereunder shall be made in lawful U.S. currency, due on the first day of the month without demand, notice, or offset, and shall be past due after the tenth of the month, after which time a service charge equal to the lesser of (i) $29.00 or 1.59 of the unpaid balance, whichever is greater, or (ii) the maximum rate allowed by law shall be due. Lessee shall pay monthly to Lessor any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed on the rental due under this Lease. 4.3. In addition, during the Term of this Lease and any renewal or extension thereof, Lessee shall pay any and all taxes, assessments, or levies of any and every kind or nature charged, levied or assessed against the Premises, or upon or against any items of personalty, equipment, fixtures, or improvements thereof, each and every when due and payable according to law, before any thereof become delinquent and before any interest attaches. In the event the authority levying, assessing or charging any of the taxes, levies or assessments referred to herein does not forward the notice of such taxes, levies or assessments directly to the Lessee, the Lessor shall deliver the same to the Lessee within ten (10) days after the Lessor receives the same. 4.4. Lessee or its designees shall have the right to contest or review all real estate taxes by legal proceedings ( "Contest Proceedings") (which, if instituted, Lessee or its designees shall conduct promptly at its own cost and expense, and free of any expense to Lessor, and, if necessary, in the name of and with the cooperation of Lessor, and Lessor shall execute all documents necessary to accomplish the foregoing), subject to the following: (a) Lessee shall notify Lessor, in accordance with the notice provisions in this Lease, prior to pursuing any Contest Proceedings; (b) as of the date Lessee gives Lessor notice of its intent to pursue Contest Proceedings, Lessee shall not be in default beyond any cure period under this Lease and there shall exist no event with which the passage of time or giving of notice would constitute an event of default under this Lease; (c) the Contest Proceedings do not involve any material danger, in Lessors reasonable opinion, of the forfeiture or loss of the Premises or the imposition of civil or criminal liability on Lessor; (d) the Contest Proceedings are commenced in good faith and diligently prosecuted to completion through appropriate proceedings at Lessee's sole cost; (e) Lessee shall not commence a lawsuit to contest the assessed value of the Premises without Lessors consent, which will not be unreasonably withheld or delayed. In the event any such suit is filed, Lessee shall provide Lessor with a surety bond, letter of credit, or cash security in the amount of the taxes claimed by the twang authorities, unless Lessee has paid the full amount of the contested taxes prior to or at the time of filing the suit; and (fl Lessee shall pay and discharge any amounts that are levied, assessed, or imposed against the Premises, including all penalties, fines, interest, attorneys' fees, and costs as a result of the Contest Proceedings and shall provide proof of payment to Lessor within sixty (60) days of the termination of the Contest Proceedings. Notwithstanding the foregoing, Lessee shall promptly pay all real estate taxes if at any time the Premises shall then be immediately subject to forfeiture. The legal proceedings referred to in this subsection shall include appropriate proceedings and appeals from any judgments, 4 decrees, or orders. In the event of any reduction, cancellation, or discharge, Lessee shall pay the amount finally adjudicated to be due and payable on any such contested real estate taxes. 5. ADTUSTMENT OF RENTALS 5.1. All rentals payable hereunder, including rentals applicable to any option set forth above, shall be adjusted at the end of each five (5) year period during the Term hereof and any extensions, options or renewals as follows: 5.1.1. The annual rental for each successive five (5) year period during the Term and all extensions thereof, commencing on the first day of the first calendar month after the fifth anniversary of the Commencement Date, shall be adjusted to reflect the cumulative increase in the consumer price index (CPI) for the preceding five (5) years; however, in no event, shall the amount of increase be greater than ten percent (1096) over the rental charged during the previous five (5) years. The date of such adjustment shall be selected by Authority and shall be within ninety (90) days of the last day of the calendar month which ends each fifth -year period. The CPI adjustment shall be calculated upon the basis of the United States Department of Labor, Bureau of Labor Statistics Consumer Price Index of Urban Wage Earners and Clerical Workers (Revised Series), Subgroup "All Items," entitled "Consumer Price Index of Urban Wage Earners and Clerical Workers (Revised Series), All Cities Average, (1982 -1984 ° 100) (the "IndexV The Index published for the month prior to the fifth anniversary of the Commencement Date shall be considered the initial "base," and each comparison Index used pursuant to the next sentence shalt thereafter be the new "base" for the next succeeding adjustment period. The "comparison" Index shall be the Index published for the last calendar month of each successive five -year period during the Lease Term, and any extensions thereof. If at any rental adjustment date there shall not exist die Index in the same format as recited in this section, Lessor shall substitute any official index published by the Bureau of Labor Statistics, or successor or similar governmental agency, as may then be in existence and shall be most nearly equivalent thereto. If any adjustment provided for herein shall not have been made as of the commencement of the Lease year for which applicable, Lessee shall continue to pay monthly rental at the last rate applicable until Lessee receives Lessors written notice as to such adjustment. Thereafter, Lessee shall pay monthly rental at the new rate set forth in Lessors notice. 5.1.2. Notwithstanding the foregoing, the annual rental for the first five (5) years of the first Option Term immediately following the initial 40 year Term of this Lease, if exercised by Lessee, shall be adjusted to reflect the fair market value of the Land. The date of such adjustment shall be selected by Lessor and shall be within ninety (90) days of the last day of the calendar month of the prior initial Term. Thereafter, the annual rental for each subsequent 5 five (5) year period of each ten (10) year Option Term(s) commencing on the first day of the sixth year of each Option Term shall be adjusted to reflect the cumulative increase in the consumer price index (CPI) of the preceding five (5) years in the manner determined by the terms of Section 5A above; however, in no event, shall the amount of increase be greater than ten percent (1096) over the rent charged during the previous five (5) years. The date of such adjustment shall be selected by Lessor and shall be within ninety (90) days of the last day of the calendar month which ends each fifth year anniversary of the Lease. 5.1.3. If Lessor and Lessee cannot agree on the fair market rental value within thirty (30) days after receipt of the amount from Lessor, Lessor and Lessee, within twenty (20) days after the expiration of the thirty (30) day period, shall each simultaneously submit to the other, in a sealed envelope, its good -faith estimate of the fair market value (the "Value's (collectively referred to as the "Estimates "). If the higher of the Estimates is not more than 10590 of the lower of the Estimates, then the Value shall be the average of the two Estimates. If the higher of the Estimates is more than 105% of the lower of the Estimates, Lessor and Lessee, within seven (7) days after the exchange of the Estimates, shall each select an MAI appraiser (see below) with experience in commercial real estate activities, including at least ten (10) years experience in appraising office space in the local area in which the Project is located. On selection, Lessors and Lessee's appraisers shall work together in good faith to agree on which of the two Estimates most closely reflects the Fair Market Rental Value. The estimate that is selected by the appraisers shall be binding on both Lessor and Lessee. If either Lessor or Lessee fails to appoint an appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes of this section. If the two appraisers cannot agree on which of the two Estimates most closely reflects the Value within twenty (20) days after their appointment, then, within ten (10) days after the expiration of the twenty (20) day period, the two appraisers shall select a third appraiser meeting the criteria stated above. Once the third appraiser has been selected, then, as soon thereafter as practical but in any case within fourteen (14) days, the third appraiser shall make his determination as to which of the Estimates most closely reflects the Fair Market Rental Value. The determination by the third appraiser shall be rendered in writing to both Lessor and Lessee and shall be final and binding on them. If the third appraiser believes that expert advice would materially assist him, he may retain one or more qualified persons to provide expert advice. The parties shall share equally in the cost of the third appraiser and of any experts retained by the third appraiser. Any fees of any counsel or experts engaged directly by Lessor or Lessee, including the appraisers selected by Lessor and Lessee, however, shall be borne by the party retaining the counsel or expert. On a determination of the Value under the preceding procedure, Lessor and Lessee shall enter into an R amendment to the Lease extending the Lease Term in accordance with the terms and conditions of this article. 5.1.4. Any appraiser designated under this Section 4 of this Lease shall be a member of the American Institute of Real Estate Appraisers, the Society of Real Estate Appraisers, Master Appraisers Institute (M.A.I.) or other comparable real estate organization and shall be disinterested. 6. PERCENTAGE OF GROSS SALES 6.1. Lessee agrees to pay an amount equal to 496 of total gross receipts generated annually, less the rental amount paid annually under this lease, provided the annual rental under this Lease is less than 496 of total gross receipts for the corresponding period Said obligation for payment of percentage of total gross receipts shall begun on the fifth anniversary of the "Commencement Date" and will be due and payable within sixty (60) days of each subsequent anniversary of the Commencement Date. 6.2. Gross Receipts For purposes of this Lease, the term "Gross Receipts" shall include sleeping room rental, food and beverages, meeting room rental, and rental of vehicles, except sums recovered for damage or loss of property, amounts that are credited or refunded to guest, and separately stated taxes and the proceeds received from the sales and/or transfer of title of tangible capital assets, whether received directly or indirectly through an affiliated or related entity, whether for cash, credit, by gift certificate redeemed at the Premises, The following shall be deducted or excluded (as the context may require) from Gross Sales, provided separate records are supplied supporting the deductions and exclusions: 6.2.1. Sales taxes, excise taxes, gross receipt taxes, value added tax and other taxes now or hereafter imposed upon the sale or value of merchandise or services, whether added separately to the selling price of the merchandise or services and collected from customers or included in the retail selling price, except that, no franchise or capital tax, and no income or similar tax based upon income or profits, shall be deducted or excluded from Gross Sales; 6.2.2. The amount of any cash or credit refund made upon any sale of merchandise or services sold at or from the Premises and previously included in Gross Sales in any year; 6.2.3. Sales of any fixtures, machinery, or equipment or any assets sold at transfer of business /premises. 6.2.4. Lessee's accounts receivable, previously included in Gross Sales in any year, which have been determined to be uncollectible for federal income tax purposes during that year, provided, however, that if any of these accounts are actually collected in a later year, the amount collected shall be included in the Gross Sales for that later year; 6.2.5. The amount of any discount on merchandise or services sold by Lessee; 7 6.2.6. The amount of any rebate on merchandise or services sold by Lessee; and 6.2.7. Uncollected credit charges and checks, previously included in Gross Sales in any year. 7. STATEMENTS 7.1. Lessee shall prepare and furnish to Lessor, within thirty (30) days after the end of each calendar quarter, a statement duly executed on behalf of Lessee showing in estimated and reasonable detail the full amount of Gross Sales during the preceding calendar quarter. Lessee shall also submit to Lessor, by March I st of each year during the Lease Term, a statement certified by a principal officer of Lessee, showing accurately and in reasonable detail the full amount of Lessee's Gross Sales during the immediately preceding calendar year. Unless the Commencement Date is January 1 st, the first statement shall necessarily cover a period of less than twelve (12) full months. All subsequent statements, with the probable exception of the final statement, will cover a frill calendar year. The final statement shall be submitted within forty-five (45) days of the date of the expiration or sooner termination of this Lease and will cover the period from the last preceding statement through the date of the expiration or sooner termination of this Lease. Percentage Rent shall be paid by Lessee with the submission of each annual statement Each statement required by this article shall include and reflect all data necessary for an accurate computation of the Percentage Rent due under this Lease. Lessee's obligation to submit to Lessor the statements described in this article shall survive the expiration or sooner termination of this Lease. If Lessee shall fail to timely prepare and deliver any statement required under this article, Lessor may either cause an inspection of Lessee's records to be made, or treat the failure as a material breach of this Lease, giving Lessor full right to exercise all rights or remedies provided Lessor for a default under taus Lease by Lessee. Lessee waives and releases any and all claims for a refund of Percentage Rent based on an alleged error by Lessee in calculating Gross Sales for any calendar year unless, prior to December 31st of the year following the calendar year in which the alleged error was made, Lessee provides Lessor with notice of the alleged error. 8. MAINTENANCE OF RECORDS 8.1. Lessee shall keep and maintain, for a period of at least three (3) years following the end of each calendar year, (a) permanent, complete, and accurate records, kept in accordance with generally accepted accounting principles, of all sales and services and all revenue derived from business conducted in or from the Premises for the calendar year, (b) all original sales records, sales slips or checks, and sales tax returns to the State of Florida, and (c) all other facts and data necessary to determine and verify the amount of Gross Sales and the Percentage Rent due under this Lease (collectively, the "Records`). In the event of any dispute as to the amount of Percentage Rent due, the owner of the Records shall preserve the Records until the dispute is resolved. 9. INSPECTION BY LESSOR 9.1. Lessee agrees to make available to the Lessor or Lessor's designees for its inspection during normal business hours, in Lessee's offices and subject to reasonable advance request, such records and reports regarding the business operations and maintenance of the Premises as is reasonably necessary to ensure that Lessee is in compliance with Lessee's obligations under this Agreement. Lessee shall pay to Lessor on demand, as additional rent, any deficiency in Percentage Rent shown to be due as a result of any inspection. Additionally, if any inspection shall show that Lessee knowingly has paid Percentage Rent for any period in an amount which is less than 97% of the amount of Percentage Rent shown to be due for the period of the inspection, then all of the costs and expenses of the inspection, together with the deficiency in Percentage Rent, shall be immediately paid to Lessor by Lessee as additional rent. If any inspection by Lessor under this article shall show that Lessee has paid Percentage Rent for any period in an amount which is in excess of the amount of Percentage Rent shown to be due for that period, then Lessor shall promptly refund to Lessee the full amount of the overpayment. Notwithstanding anything contained in this article, no acceptance, in and of itself, of any Percentage Rent tendered by Lessee shall be with prejudice to Lessors right to any further sum shown to be due upon any inspection. 10. NO PARTNE 10.1. Neither this Lease, nor the method set forth in this Lease for the computation of Percentage Rent, nor any one or more of the agreements contained in this Lease, is intended, nor shall the same ever be construed, so as to (a) create a partnership between Lessor and Lessee, (b) make Lessor and Lessee joint - venturers, or (c) make Lessor in any way responsible for the obligations, liabilities, debts, or losses of Lessee. 11. INDEPENDENT CLAIMS 11.1. Any claims by Lessor for rental and any claims by Lessor for Percentage Rent may be regarded by Lessor, if it so elects, as two independent claims capable of being presented separately. In the event of any default on the part of Lessee under this Lease, Lessor shall have the privilege of splitting its cause of action so as to permit the institution of a separate suit for rental; neither the institution of a separate suit, nor the entry of judgment in the suit, shall bar Lessor from bringing a subsequent suit for Percentage Rent, it being the purpose of this agreement expressly to provide that the forbearance on the part of Lessor in the institution of any suit or in the entry of judgment for any part of the rent reserved to Lessor in this Lease, or to sue for, or to include in any judgment, Percentage Rent then due, shall in no way serve as a defense against, nor prejudice a subsequent action for, Percentage Rent. Lessee waives any right to claim in any suit for Percentage Rent that merger or res judicata exists as to any previous suit or any judgment entered in any previous suit. 12. TRUST 9 12.1. Notwithstanding anything to the contrary contained in this Lease, Percentage Rent shall be deemed earned by Lessor and the property of Lessor upon receipt by Lessee of Gross Sales representing Percentage Rent, as calculated in accordance with the terrns of this Lease. All accrued Percentage Rent shall be held by Lessee in trust for Lessor and promptly paid to Lessor in accordance with the schedule set forth in this article. 13. USE OF PREMISES 13.1. Use of Airport: 13.1.1. This Lease grants to Lessee, its employees, passengers, guests, patrons and invitees, the reasonable use of the Airport in common with other duly authorized users of said Airport and appurtenances, together with all facilities, improvements, equipment and services which have been or which may hereafter be provided for common or public use at or in connection with said Airport. 13.1.2. Lessee shall continuously throughout the Term of this Lease and all extensions thereof, use and occupy the Premises only for the construction and operation of a "Three Star" [ • ' • [ or "Three Diamond AAA- Rated" [000 American Automobile Association] hotel, or equivalent acceptable to Lessor's Board of Directors, limited -menu restaurant and lounge, conference and office accommodations (which is approved by Lessor's Board of Directors which approval shall not be unreasonably withheld) and uses ancillary thereto (the "Permitted Use "), consistent with the Proposed Site Plan [Exhibit "B "[. A full- service restaurant will be incorporated into Phase II, to be constructed within five (5) years of receipt of the Certificate of Occupancy for Phase I, contingent upon continued passenger growth at the Airport. Lessee shall not use or permit or suffer the use of the Premises for any other purpose. For purposes of this provision, during the Term of this Lease and any extensions thereof, Lessee shall maintain the quality and level of the services and facilities provided at the Premises consistent with the level of quality of other hotels on a national basis of the hotel chain which is initially approved for use at the Premises. This provision is in the nature of a restrictive covenant affecting real estate and it shall be unnecessary for Lessor to prove irreparable harm in order to obtain an injunction mandating compliance with this restrictive covenant. 13.1.3. Lessee shall meet or exceed established performance deadlines as outlined in the Timeline for Construction [Exhibit "C "[; in the event that Lessee cannot meet an established performance deadine, Lessee shall make request in writing to the Lessor in writing prior to the deadline, which extension shall not be unreasonably withheld by Lessor. 13.2. Lessee shall have the following ancillary rights with respect to the Premises: 10_ 13.2. 1. The installation and operation of identifying signs on the Premises, provided the location, general type and design thereof complies with all applicable laws. 13.2.2. Rights of access which may reasonably be required for ingress and egress to the Premises for the Lessee, its employees, guests, patrons, invitees, suppliers of materials and furnishers of service for its equipment, vehicles, machinery and other property, along such routes as may be prescribed by the Lessor, without charge to the Lessee or to said persons or property. 13.3. Lessor represents that it has the right to lease the Premises and appurtenances, rights and privileges herein granted, and has full power and authority to enter into this Lease subject, however, to the terms, conditions, limitations and requirements contained in or arising out of any and all grant agreements, leases, or other agreements heretofore made between the Lessor and the City of Sanford, State of Florida, United States, or any agency, department, branch, authority or other part or subsidiary thereof, and this Lease is made subject thereto. 13.4. Lessor covenants, subject to the above limitation, that upon payment by the Lessee of the rents hereinafter reserved and upon the full performance of and compliance with all the covenants and agreements by the Lessee on its part to be performed and complied with hereunder, the Lessee shall peaceably have and enjoy the Premises, appurtenances, facilities, rights and privileges in accordance with the terms hereof. 13.5. Lessee shall not provide or charge for parking on the Premises to customers, employees, licensees, invitees, or any third parties of the Lessor, nor shall customers, employees, licensees, invitees, or any third parties of the Lessor have the right to park on the Premises unless a customer of the hotel, during the term of this Lease and any extension thereof. 13.6. Lessee may negotiate with Airport parking garage management for the paid use of parking spaces at the Airport parking garage, which use shall be facilitated through operation by Lessee of a shuttle between the hotel and Airport. 13.7. Notwithstanding anything contained herein that may be or appear to be to the contrary, it is expressly understood and agreed that the rights granted under this Lease are non - exclusive and the Lessor reserves the right to grant similar privileges to another lessee or operator on other parts of the Airport, subject to Lessee's right of first refusal for the Expansion Area, as stipulated in Section 3. 13.8. Lessee understands and agrees that there shall be no parking of any tractor, truck, trailer, recreational vehicle or other similar object upon the Airport except for the express purpose of loading and unloading, and in no event to exceed twenty-four (24) hours consecutively, unless prior pern fission is granted by Lessor. This prohibition also applies to storage in or upon said objects and Lessee agrees that Lessor shall be reimbursed for any expenses associated with the removal of any object in contravention of this subsection. 11_ _ f V 14. OBLIGATIONS OF THE LESSEE 14.1. The Lessee at all times shall obey and promptly comply with all present and future laws and ordinances of the federal government, the Federal Aviation Administration, the State of Florida, and any political subdivision or municipality thereof having jurisdiction of or respecting the condition of the Premises and /or the use made thereof and/or any business conducted thereon or in connection therewith, and with all lawful orders, regulations and requirements of all government authorities or agencies which may have jurisdiction, including all environmental laws. The Lessee shall not knowingly use the Premises hereunder, or permit the same to be used, for any unlawful or immoral purposes, or do in or upon or about the Premises, or permit, the doing therein or thereon or thereabout, of anything which tends to create a nuisance; and the Lessee further covenants at all times to obey and promptly comply with all lawful rules and regulations which may from time to time be promulgated by the Lessor or the Federal Aviation Administration or its successors. 14.2. The Lessee shall conduct its operation hereunder in an orderly and proper manner considering the nature of such operation so as not to unreasonably annoy, disturb, endanger or be offensive to others at the Airport The Premises may not be used for any illegal or immoral purpose. 14.3. The Lessee shall take all reasonable measures: (1) To reduce to a minimum vibrations tending to damage any equipment, structure, building or portion of a building which is on the Premises or is a part thereof, or is located elsewhere on the Airport; and (2) To keep the sound level of its operations as low as possible. Any engine testing utilized by Lessee shall be fully insulated to control engine noise. 14.4. The Lessee shall within reason, control the conduct, demeanor and appearance of their respective employees, invitees, and all those doing business with it and, upon objection from either party, shall promptly take all reasonable steps necessary to remove the cause of objection. 14.5. The Lessee shall commit no waste or injury on the Premises and shall not do or permit to be done anything which may result in the creation or commission or maintenance of such waste or injury on the Premises. 14.6. The Lessee shall not create nor permit to be caused or created upon the Premises any obnoxious odors or smokes or noxious gases or vapors. 14.7. The Lessee shall not door permit to be done anything which may interfere with the effectiveness or accessibility of the drainage and sewage system, fire protection system, sprinkler system, alarm system, fire hydrants and hoses, if any are installed or located on or in the Project or on the Premises. L2 14.8. The Lessee shall not overload any floor or paved area on the Project and shall repair any floor, including supporting members, and any paved area damaged by overloading. 14.9. The Lessee shall not do or permit to be done any act or thing upon the Premises: 14.9.1. That will invalidate or conflict with any fire insurance policies covering the Premises; or 14.9.2. That may constitute an extra-hazardous condition so as to increase the risks normally attendant upon the operations permitted by this Lease. 14.10. The Lessee shall not keep or store during any twenty -four hour period flammable liquids within any covered and /or enclosed portion of the Premises in excess of the Lessee's working requirements during the said twenty-four (24) hour period. Any such liquids having a flash point of less than 100 degrees Fahrenheit shall be kept and stored in safety containers of a type approved by the Underwriter's Laboratories and the Fire Chief of the City of Sanford. 14.11. It is understood by Lessee that no outside storage is permitted unless the Lease specifically designates an area for that purpose. In this regard, it is specifically understood and agreed that no vehicles and miscellaneous equipment such as campers, boats, recreational vehicles and tractor trailers are to be stored on the Premises. 14.12. Parties will at all times comply with rules, regulations, requirements, and instructions regarding the receipt, use, handling, storage, shipment and disposal of all materials, more specifically sewage, industrial, agricultural, thermal, radioactive and /or otherwise hazardous waste as set forth by the United States Environmental Protection Agency, the State of Florida Department of Environmental Protection, and any and all other regulatory agencies of the federal, state and local governing agencies. Lessee agrees to install at its own expense air and water pollution control devices if it is determined that Lessee is the cause or contributes to air, water or environmental pollution. See Exhibit D attached hereto and made a part hereof for further obligations of Lessee. If Lessee breaches any of its obligations contained in this article or fails to notify Lessor of the release of any hazardous or toxic substances from the Premises, then, in addition to all other rights and remedies available to Lessor, Lessor shall have the right to initiate a clean -up of the Premises, in which case Lessor shall be reimbursed by Lessee for, and indemnified by Lessee from, any and all costs, expenses, losses, and liabilities incurred in connection with the clean-up (including all reasonable attorneys' fees) by Lessor. In the alternative, Lessor may require Lessee to clean up the Premises and to fully indemnify and hold Lessor harmless from any and all losses, liabilities, expenses (including, but not limited to, reasonable attorneys' fees), and costs incurred by Lessor in connection with Lessee's clean-up action. Notwithstanding anything in tlus article, Lessee agrees to pay, and shall indemnify defend, and hold Lessor harmless from and against any and all losses, claims, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by Lessor as a result of any breach i3 by Lessee of its obligations under dus article, and as a result of any contamination of the Premises because of Lessee's use of hazardous or toxic substances on the Premises. This article shall survive the expiration or sooner termination of this Lease. 14.13. Lessee shall have continuous maintenance responsibility to keep all Drainage facilities, ponds, canals or structures on the leased Premises (collectively, the 'Drainage Areas' in a first -class condition free of growth, weeds, or obstructions. 14.14. The Lessee shall execute the Environmental Protection Policy which is attached hereto as Exhibit B and incorporated by reference. 14.15. This Lease is contingent upon the Lessor obtaining an MSW permit from the St. Johns River Water Management District. 14.16. Lessor shall not be obligated to provide any services to the Premises. The Lessee shall provide for all lights, gas, electrical current, water and sewers used anywhere in or about the Premises, and shall pay the charges made thereof promptly when due. 14.17. Lessee, at its expense, shall maintain in a good and safe condition the Premises, including landscape and parking areas, the interior and exterior of any buildings or facilities constructed, and the same shall at all times be painted so as to present an attractive appearance, all at the sole cost and expense of Lessee. Lessee shall at all times and at its own cost and expense, make all repairs as may be reasonably necessary, includuig, but not limited to, air conditioning, heating and interior and exterior (landscape) sprinkler systems. In addition, Lessee agrees to provide all necessary cleaning services for the Premises mid to provide the necessary management and labor personnel to perform continuing maintenance of the Premises, including related and associated appurtenances, landscaping, grass, paved area, installed and operational equipment and utility services. Such maintenance shall be at Lessee's sole expense and shall be subject to general monitoring by Lessor to insure a high quality of appearance and structural condition commensurate with the maintenance and safety standards at the Airport. Lessee shall correct any deficiencies within thii -ty (30) days following written notice from Lessor. 14.18. It is mutually understood and agreed that nothing herein contained is intended or shall be construed as creating or establishing the relationship of co- partners or joint - venturers between the parties hereto or as constituting the Lessee as the agent or representative of Lessor for any purpose or any manner whatsoever. 14.19. It is understood by Lessee that rodent and pest control is the sole responsibility of Lessee. In addition, Lessee shall maintain the Premises in a clean, neat condition and shall not accumulate or permit the accumulation of any trash, refuse, drums or debris or of anything that is unsightly or which creates a fie hazard or nuisance or causes inconveiuences to adjoining properties. 14 14.20. That the Lessee expressly agrees for itself, its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the Premises to such a height so as to comply with Federal Aviation Regulations, Part 77, and/or any other regulations promulgated by proper authority. 14.21. That the Lessee expressly agrees for itself, its successors and assigns, to prevent any use of the Premises which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard, as determined by applicable authorities and Lessor from time to time. 14.22. The Lessee, under the terms of this agreement, shall not be in control or possession of said Airport except as to the Premises, and the Lessee does not assume responsibility for the conduct or operation of the said Airport or for the physical or other conditions of the portions thereof not included within the terms of this Lease. The Lessee is and shall be an independent entity, responsible to all parties for all of its acts or omissions and the Lessor shall in no way be responsible therefore. 14.23. The Lessee shall not at any time use the Premises or any part thereof for any purpose other than are herein expressly authorized without the written consent of Lessor being first had and obtained, and this will not unreasonably be withheld. 15. RIGHTS OF LESSOR 15.1. The Lessor expressly reserves the right to further develop or improve any area of the Airport (other than the Premises) as the Lessor deems proper, regardless of the desires or views of the Lessee, and without interference or hindrance by Lessee,without detriment to the Lessee's Premises. 15.2. The Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction and shall keep said Airport and its approaches free from obstruction and interference for the safe, convenient and proper use thereof by the Lessee in common with all others entitled to the use thereof. 15.3. Nothing in this Lease shall in any way be construed as preventing, or in any manner inhibiting, the Lessor from taking such steps as it may deem reasonably necessary to insure that the performance of Lessee in the conduct of its business operation is compatible with the operation of an Airport. 15.4. The rights of Lessor hereunder shall be deemed cumulative and shall not be exhausted by one exercise thereof, and shall not exclude any other rights and remedies authorized by law, and no waiver by the Lessor of any defaults shall operate as a waiver of any future defaults. 15.5. The Lessor reserves unto itself, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises, together with the right to cause in said airspace such noise as may be inherent in the 15 operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the Airport Lessee acknowledges that it is entering into this Lease with the understanding of the Premises proximity to an airport. Accordingly, Lessee waives all claims against Lessor, or to terminate this Lease, arising from noise from aircraft or any other activity arising from or related to the Airport. 15.6. The Lessor may, at any time during the Term hereof or any renewal or extension hereof, discontinue the operation and maintenance of either or all or any part of the Airport, or lease or sell the same to the United States of America, the State of Florida, or any agency, branch, bureau, department or subdivision of the same, or any other governmental or political subdivision, but in such event, the Lessor shall enable the Lessee to continue its occupancy of the Premises under the same terms and conditions as provided herein. 16. CASUALTY 16.1. Subject to the following section, if during the Term of this Lease the buildings or other improvements on the Premises shall be damaged or destroyed by fire or other casualty, Lessee shall fully repair or restore them at its sole cost and expense. The repair or restoration work, which shall be completed with due diligence, shall be commenced within a reasonable time after the loss occurs. Minimum rental and all other additional rent under this Lease shall not abate while the buildings and other improvements are being repaired or restored. 16.2. If, during the last five(5) years of the Lease Term, the buildings or improvements shall be damaged by fire or other casualty, then Lessee shall have the option, to be exercised within ninety (90) days after such event, to: 16.2.1. elect to repair or restore as provided above; or 16.2.2. promptly clear all debris and surrender possession of the Premises to Lessor and assign to Lessor (or, if already received by Lessee, pay to Lessor) all of its right, title, and interest in all of the proceeds from Lessee's casualty insurance applicable to the damage to the improvements, to the extent such proceeds are not allocable to clearing the debris and upon such assignment or payment to Lessor, Lessor and Lessee shall be relieved from any further obligations under this Lease except those that survive any such termination. 16.3. The rights given Lessee under this article are in lieu of and override any rights that Lessee may have by statute or under other applicable law. 17. CONDEMNATION 17.1. For purposes of this article, any of the following three (3) events shall be deemed a "Taking": (a) if any part of the Premises is taken or condemned through the exercise of the power of eminent domain by any governmental or private board, 16 body, or agency having the right to exercise such power; or (b) if any part of the Premises is conveyed to any condemning authority under threat of condemnation before or after proceedings have been commenced to acquire the property by the condemning authority; or (c) if a "Taking" is judicially declared in any proceeding in which Lessor is a party. 17.2. Total Taking. In the event of a Taking of all of the Premises, this Lease shall terminate on the date on which possession of the Premises is delivered to the condemning authority (the "Condemnation Date ") and rent shall be apportioned and paid to the Condemnation Date. 17.3. Partial Taking. If a Taking shall affect less than all or a material portion of the Premises which will render the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, then Lessee may, not aater than ninety (90) days after such occurrence, deliver to Lessor (1) notice of Lessee's intention to terminate this Lease on a business day specified in such notice (the "Lease Termination Date "), which occurs not less than thirty (30) days after the delivery of such notice; provided, however, if the interest of Lessee under this Lease shall then be encumbered by a Leasehold Mortgage, the Leasehold Mortgagee shall have consented in writing to the giving of such notice, and (u) a certificate of Lessee describing the event giving rise to such termination. Any dispute between the parties as to whether the Taking renders the Premises unsuitable for restoration for continued use and occupancy in Lessee's business shall be settled by arbitration in accordance with the non - expedited procedures of the Commercial Arbitration Rules of the American Arbitration Association then in force, with the following exceptions. There shall be a single arbitrator selected by the American Arbitration Association who shall be independent of the parties and shall have at least ten (10) years experience in commercial leasing matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator must set forth in any award that he renders findings of fact and conclusions of law supporting the decision. The arbitration hearing will be held in the county in which the Premises is located. This Lease shall terminate on the Lease Termination Date, except with respect to obligations and liabilities of Lessee under this Lease, actual or contingent, which have arisen on or prior to the Lease Termination Date, upon payment of all rent and other sums then due and payable under this Lease to and including the Lease Termination Date. 17.4. Lessor and Lessee agree that any award or compensation on account of a Taking will be allocated as follows: 17.4.1. Lessee receives that portion of the award or compensation allocable to its leasehold estate and all awards for any improvements located on the Premises, subject to Lessor's right to receive the reversionary estate interest in such improvements; and 17 17.4.2. Lessor shall be entitled to receive that portion of the award or compensation allocable to its reversionary estate, as encumbered by this Lease. 17.5. Each of Lessor and Lessee may appear in any such proceeding or action, to negotiate, prosecute and adjust any claim for any award or compensation on account of any Taking as it relates to their respective interests in the Premises. All amounts paid in connection with any Taking of the Premises shall be applied pursuant to this article, and all such amounts are defined as the "Award." Lessor shall have no interest in any Award or any portion of it made in respect of Lessee's leasehold estate or the improvements, except as to its reversionary interest m them, all of which shall belong to and be paid to Lessee; provided that any claim or interest by Leasehold Mortgagee shall be deducted from Lessee's Award and shall not reduce any compensation granted to Lessor; and Lessee shall have no interest in any Award or any portion it made in respect of the Lessor's reversionary estate. 17.6. If a Taking of the Premises or any part thereof shall occur but Lessee does not give notice of its intention to terminate this Lease as provided in this article, then this Lease shall continue in full force and effect. Any Award payable for such Taking shall be allocated between Lessor and Lessee in accordance with this article and Lessee shall promptly repair and restore the Premises to the same condition (as nearly as practicable) as existed immediately before the Taking (assuming for this purpose that the Premises were in compliance with the terms of this Lease). In the event of any temporary Taking, this Lease shall remain in full force and effect and Lessee shall be entitled to receive the Award allocable to such temporary Taking; except that such portion of the Award allocable to the period after the expiration or termination of the Lease Term shall be paid to Lessor. 18. TERMINATION OF LEASE 18.1. The Lessee, in addition to any right of termination or any other right herein given Lessee, may terminate this Lease by giving thirty (30) days written notice to Lessor given upon or promptly after the happening of any one of the following events: 18.1.1. Any failure or refusal of the Federal Aviation Agency to permit the Lessee to conduct the Permitted Use on the Premises, provided the negligence or other fault of the Lessee, or breach of this Lease by Lessee, its agents or employees, is not the cause of such failure or refusal. 18.1.2. The inability of Lessee to use the Premises continuing for a longer period than ninety (90) day s, due to any law or order, rule or regulations of an appropriate governmental authority having jurisdiction over the Premises prohibiting Lessee's Permitted Use, or the operation of Lessee, provided the negligence or other fault of the Lessee, or breach of this Lease by Lessee, its agents or employees, is not the cause of such inability of the Lessee to use the Premises. 1_8 t� 18.2. Upon termination and payment as provided in this article, the Lease shall cease and expire on the termination date with same force and effect as if the termination date were the date originally provided in the Lease as the expiration date of the Lease Term. However, Lessee's obligations to pay rent and to perform all other obligations under the Lease for the period up to and including the termination date shall survive the termination of the Lease. 18.3. On or prior to the termination date, Lessee shall vacate the Premises and surrender possession of the Premises to Lessor in accordance with the provisions of the Lease, as if the termination date were the original expiration date of the Lease Term, and Lessee shall execute any documents reasonably required by Lessor in connection with the termination. 19. DEFAULT 19.1. Events of Default. Each of the following shall be an event of default under this Lease: (a) Lessee fails to make any payment of rent within thirty (30) days after the date such payment is due (a "Monetary Default'; or (b) Lessee fails to perform any other obligation under this Lease after Thirty(30) days written notice from Lessor or any Guarantor defaults under any guaranty of this Lease (a "Non- monetary Default "); or (c) Lessee or any Guarantor or surety for Lessee's obligations under this Lease becomes bankrupt or insolvent or makes a general assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be taken by or against Lessee or any Guarantor or surety; or (d) a receiver or trustee in bankruptcy is appointed for the Lessee's property and the appointment is not vacated and set aside within sixty (60) days from the date of the appointment; or (e) Lessee rejects this Lease in any bankruptcy, insolvency, reorganization, or arrangement proceedings; or (f) Lessee vacates or abandons the Premises, or (g) the leasehold estate granted to Lessee by this Lease is taken on execution or other legal process. Subsections (c) through (g) are sometimes referred to in this Lease as "Non - Curable Defaults ". 19.2. Subject to the terms of Section 25, if Lessee defaults, Lessor shall have all available remedies at law or in equity, including, but not limited to, terminating this Lease and re -entry of the Premises, whereupon the Term hereby granted, and all right, title and interest in or under it, shall end and the Lessee become a tenant at sufferance; or else said Lessor may, at Lessor's option, elect to declare the entire rental for the balance of the Term, or any part thereof, immediately due and payable, and may proceed to collect the same either by distress or otherwise, and thereupon said Term shall terminate, at the option of the Lessor; or else the said Lessor may take possession of the Premises and rent the same for the account of the Lessee, the exercise of any of which options herein contained shall not be deemed the exclusive Lessors remedy; the expression "entire rental for the balance of the Term" as used herein shall mean all of the rental prescribed to be paid by the Lessee unto the Lessor for the full Term of this Lease, including following the date Lessor obtains possession of the Premises, Percentage Rent at a rate deemed to be the monthly average Percentage Rent due for the twelve (12) month period prior to Im the default, less, however, any payments that have been made on account of and pursuant to the terms of this Lease by Lessee, and the proceeds of any re- letting of the premises . 19.3. Notwithstanding the foregoing, Lessor agrees that Lessee shall have thirty (30) days after commencement by Lessor of any proceedings to file an appropriate pleading in the action initiated by Lessor to contest the claim of default or to cure such default; no action shall be taken by Lessor during such thirty (30) day period to regain possession of the Premises from Lessee or to terminate this Lease. If the default is not cured, Lessors rights and Lessee's obligations shall be resolved by the final determination made by the court in which Lessors proceedings were initiated. For the purpose hereof, a "final determination" shall occur where the judgment or order entered can be enforced by issuance of a writ of possession or otherwise and no such judgment or order shall be considered final for purposes of this section during the pendency of a stay of execution in connection with an appeal. Notwithstanding anything in this section to the contrary, if there is a Monetary Default that arises out of a dispute as to an amount owed, this Lease shall not terminate if Lessee pays to Lessor the amount the court determines to be owed, within the period of time permitted by law, or ten (10) days after such determination if no such grace period is permitted. Lessor shall not be required to give Lessee any notice of a default, other than the notices described above, prior to Lessor's exercise of its remedies under this Lease. 19.4. Lessee hereby waives the benefit of all exemption laws and further agrees to pay all reasonable attorneys' fees to Lessor's attorney for all services performed by said - attorney in acting upon any default defined in this Lease, together with any and all legal costs incurred ul protecting Lessor from said default. In the event of any litigation between the parties concerning this Lease, the prevailing party shall recover its reasonable attorneys' fees and court costs as costs, including bankruptcy and /or appeal. 19.5. The rights of the Lessor shall be considered cumulative and shall not be waived now or in the future by the exercise of any rights or remedies provided by the Lessor under the terms of this Lease or authorized by law. 19.6. Limitation of Remedies; Exculpation. Lessee waives all remedies for defaults by Lessor and all claims under any indemnities granted by Lessor under this Lease based on loss of business or profits or for other consequential damages or for punitive or special damages of any kind or, except as specifically provided in this Lease, to terminate this Lease. None of Lessors officers, employees, agents, directors, shareholders, partners, or affiliates shall ever have any personal liability to Lessee under this Lease. Lessee shall look solely to Lessors estate and interest in the Premises for the satisfaction of any right or remedy of Lessee under this Lease, or for the collection of any judgment (or other judicial process) requiring the payment of money by Lessor, and no other property or assets of Lessor or its principals shall be subject to levy, execution, or other enforcement procedure for the satisfaction of Lessee's rights or remedies under this Lease, the relationship of Lessor and Lessee under this Lease, Lessee's use and occupancy of the Premises, or any other liability of Lessor to Lessee of whatever kind or nature. No act or omission of Lessor or its agents shall constitute an actual or constructive eviction of Lessee unless Lessor shall have first received notice of Lessee's claim and shall have failed to cure it after having been afforded a reasonable time to do so, which in no event shall be less than thirty (30) days. 19.7. If Lessee defaults, Lessor may, but shall have no obligation to, perform the obligations of Lessee, and if Lessor, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the sums so paid or obligations incurred shall be paid by Lessee to Lessor within five (5) days of rendition of a bill or statement to Lessee therefor. 19.8. Continued performance by the Lessor under this Lease for any period or periods after a default of any of the terms, covenants, and conditions herein contained to be performed, kept and observed by the Lessee, shall not be deemed a waiver of any right on the part of the Lessor to terminate this Lease for such default. No waiver by the Lessor of default by the Lessee of any of the terms, covenants or conditions hereof to be performed, kept and observed by the Lessee shall be construed to be or act as a waiver by the Lessor of any subsequent default. 20. SURRENDER 20.1. The Lessee shall yield and deliver possession of the Premises to the Lessor at the termination of this Lease, by expiration of tune or otherwise, or of any renewal or extension hereof, in good condition, and the Lessee shall have the right at any time during said Term, or any renewal or extension hereof, and for thirty (30) days after the termination hereof, to remove its property therefrom as hereinbefore stated. 20.2. Unless Lessor shall have consented in writing to Lessee's holding over, Lessee shall be liable to Lessor for all damages, including any consequential damages, that Lessor may suffer by reason of any holding over by Lessee, and Lessee shall indemnify, defend, and save Lessor harmless against all costs, claims, loss, or liability resulting from delay by Lessee in so surrendering the Premises, including any claims made by any succeeding Lessee founded on any delay. No holding over by Lessee or payments of money by Lessee to Lessor after the expiration of the Lease Term shall be construed to extend the Lease Term or prevent Lessor from immediate recovery of possession of the Premises. Lessee shall also repair any damage to the Premises caused by the removal of its personal property. On fifteen (15) days written notice, any items of Lessee's property that shall remain in the Premises after the expiration or sooner termination of the Lease Term, may, at the option of Lessor, be deemed to have been abandoned, and in that case, those items may be retained by Lessor as its property to be disposed of by Lessor, without accountability to Lessee or any other party, in the manner Lessor shall determine, at Lessee's expense. 21 21. INDEMNIFICATION / INSURANCE 21.1. To the fullest extent allowed by Florida Iaw, the Lessee shall and will indemnify and save harmless the Lessor and the City of Sanford from and against any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and costs of actions, including reasonable attorneys' fees, of any kind and nature arising or growing out of or in any way connected with the use, occupancy, management and control of the Premises, or the use or occupation thereof by the Lessee, or its agents, servants, employees, customers, patrons or invitees, whether on the Premises or on or about said Airport (to the extent of injuries, damages, or claims which are the result of the primary negligence of the Lessor, or for which the Lessor is legally, directly, and primarily liable), and the Lessee shall, at its own cost and expense, promptly procure and pay for and at all times maintain a policy or policies of insurance in a company or companies acceptable to the Lessor against any and all of the foregoing. 21.2. Lessee shall obtain and keep in fiill force and effect following insurance coverage: 21.2.1. Commercial General Liability. Insurance against loss or liability in connection with bodily injury, death, or property damage or destruction, occurring on or about the Premises under one or more policies of commercial general liability insurance. Each policy shall be written on an occurrence basis and contain coverage at least as broad as that provided under the then most current Insurance Services Office (ISO) commercial general liability insurance form which provides the broadest coverage. The insurance coverage shall be in an initial amount of not less than $2 million per occurrence limit, $5 million general aggregate lin 21.2.2. Property. Property insurance on the ISO causes of loss - special form, in an amount adequate to cover 100% of the replacement costs, without co- insurance, of all of Lessee's property and all buildings and other improvements located on the Premises. 21.2.3. Workers' Compensation. Workers' compensation insurance in the amount required by law and employers liability coverage of $1 million per occurrence and covering all persons employed, directly or indirectly, in connection with Lessee's business or the initial improvements or any future alterations. 21.2.4. Other Insurance. Such other insurance as may be carried on the Premises and Lessee's operation of the Premises, as may be reasonably required by Lessor. 21.3. Except for work to be performed by Lessor, before any alterations are undertaken by or on behalf of Lessee, Lessee shall obtain and maintain, at its expense, or Lessee shall require any contractor performing work on the Premises to obtain and maintain, at no expense to Lessor, in addition to workers' compensation insurance as required by the law of the state in which the Premises are located, all-risk 22 builders risk insurance in the amount of the replacement cost of the applicable alterations (or such other amount reasonably required by Lessor), automobile and commercial general liability insurance (including contractor`s liability coverage, contractual liability coverage, completed operations coverage, broad form property damage coverage, and contractors protective liability) written on an occurrence basis with a minimum limit of $3 million per occurrence limit, which coverage limits may be effected with umbrella coverage. 21.4. All insurance policies shall be (a) in form reasonably satisfactory to Lessor; and (b) written with insurance companies reasonably satisfactory to Lessor and having a policyholder rating of at Ieast "A -" and a financial size category of at least "Class XII" as rated in the most recent edition of 'Best's Key Rating Guide" for insurance companies, and authorized to engage in the business of insurance in the state in which the Premises are located. The commercial general liability insurance policy shall name Lessor and the City of Sanford as additional insureds and shall provide that they may not be terminated or modified in any way that would materially decrease the protection afforded Lessor under this Lease without thirty (30) days' advance notice to Lessor. The nunimum limits of insurance specified in this article shall in no way limit or diminish Lessee's liability under this Lease. Lessee shall furnish to Lessor, not less than fifteen (15) days before the date the insurance is first required to be carried by Lessee, and thereafter at least fifteen (15) days before the expiration of each policy, true and correct photocopies of all insurance policies required under this article, together with any amendments and endorsements to the policies, evidence of insurance (on ACORD 27 or other form acceptable to Lessor), and such other evidence of coverages as Lessor may reasonably request, and evidence of payment of all premiums and other expenses owed in connection with the policies. Not less than thirty (30) days prior to the effective date of any renewal, the Lessee shall furnish satisfactory proof to the Lessor that premiums have been paid. In addition, all insurance shall furnish a certificate assuring the Lessor that any coverage will not be canceled or otherwise modified without written notice to the Lessor of at least thirty (30) days. It is further agreed that if Lessee fails to maintain current and effective insurance as required after having been notified of such insurance cancellation or termination, Lessor may place such insurance on behalf of Lessee, at Lessee's expense and immediately demand written payment therefore, and if not paid within ten (10) days thereafter, Lessor may, at its option, consider the Lessee a tenant at sufferance and the Lessor shall be entitled to re -enter and re -take possession of the Premises. 21.5. Lessor and Lessee each expressly, knowingly, and voluntarily waive and release any claims that they may have against the other or the other's employees, agents, or contractors for damage to its properties and loss of business (specifically including loss of rent by Lessor and business interruption by Lessee) as a result of the acts or omissions of the other party or the other party's employees, agents, or contractors (specifically including the negligence of either party or its employees, agents, or contractors and the intentional misconduct of the employees, agents, or contractors of either party), to the extent any such claims are covered (without regard to losses not compensated as a result of such things as coinsurance adjustments or deductibles) by the workers' compensation, employer's liability, or property insurance described in this Lease, or other property insurance that either party may carry at the time of an occurrence. Lessee and Lessor shall obtain and keep in full force and effect at all times thereafter a waiver of subrogation from its insurer concerning the workers' compensation, employers liability, and property insurance maintained by it for the Premises and the property located in the Premises. 22. RIGHT OF ENTRY 22.1. The Lessor, or its representatives, shall have with reasonable prior notice the right to enter upon the Premises at any reasonable hour for the purpose of examining the same, or for any other lawful purpose. Lessor has the privilege of showing to a prospective lessee with prior notice the Premises at any time within nine (9) months prior to the expiration of this Lease and during the said time to exhibit the Premises at reasonable hours. 23. NOTICES 23.1. Notices to the Lessor provided for herein shall be sufficient if sent by registered or certified U.S. mail, postage prepaid, or recognized national overnight carrier, addressed to the Lessor at: Sanford Airport Authority 1200 Red Cleveland Blvd. Sanford, Florida 32773 Attention: President/CEO 23.2. Notices to the Lessee shall be sufficient if sent by registered or certified U.S. mail, postage prepaid, or recognized national overnight carrier, or delivered in person, addressed to the Lessee at: MIRO HOSPITALITY PROPERTIES, LLC 535 Julie Lane Winter Springs, Florida 32708 or to such other respective address as the parties may designate, in writing, from Lime to time. 24 24. FAA 24.1. Whenever the term "Federal Aviation Administration" is used in this Lease, it shall be construed as referred to the Federal Aviation Administration created by the Federal Government under the Civil Aeronautics Act of 1938, as amended, or to such other agency or agencies of the Federal Government having, from time to time, similar jurisdiction over airports of the nature to be operated by Lessor, including, but not limited to, the presently existing Federal Aviation Administration or its successors. 25. ASSIGNMENT OR SUBLETTING 25.1. Except as set forth in Section 25 as to leasehold mortgages, Lessee shall not pledge, encumber, assign, or transfer this Lease nor any interest herein, nor sublet all or a portion of the Premises to subtenants with Lessors written consent, which consent shall not be unreasonably withheld or delayed. No assignment of this Lease shall relieve or release the Lessee from any obligation, duty, or liability herein or hereunder, but in the event of any assignment, the Lessor shall be authorized to deal with any assignee as frilly and completely as though he or it had been the original lessee hereunder, without notice to the Lessee. No consent by the Lessor to any subsequent assignment or subletting shall operate as a consent to any other future assignment or subletting, or operate as a waiver of the requirement of the Lessor's consent thereto. The Lessee shall furnish the Lessor with a fully executed copy of any assignment made hereunder. 25.2. If Lessee requests Lessors consent to a transfer, it shall submit in writing to Lessor, not later than thirty (30) days before any anticipated transfer, (a) the name and address of the proposed transferee, (b) a duly executed counterpart of the proposed transfer agreement, (c) reasonably satisfactory information as to the nature and character of the business of the proposed transferee, as to the nature and character of its proposed use of the space, and (d) banking, financial, or other credit information relating to the proposed transferee reasonably sufficient to enable Lessor to determine the financial responsibility and character of the proposed transferee. 25.3. Notwithstanding any other reason that Lessor may have to withhold consent, it shall be deemed reasonable for Lessor to withhold consent to any transfer of all or part of the Premises or this Lease for any of the following non - exclusive reasons: 25.3.1. Lessee is in default under this Lease beyond applicable grace periods; 25.3.2. The proposed transferee does not have sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of transfer as reasonably determined by Lessor. 25.3.3. The proposed use of the Premises by the proposed transferee will not be a use permitted under this Lease or would be in violation of any laws, 25 restrictive covenants or other use prohibitions applicable to Lessor, the Land, or the Airport. 25.3.4. The proposed transferee or their agents does not have substantial experience in the type of business it plans to conduct at the Premises. 25.4. Lessee does not waive any remedy for money damages (or shall Lessee claim any money damages by way of setoff, counterclaim, or defense) based on any claim that Lessor has unreasonably withheld, delayed, or conditioned its consent to a proposed transfer under this Lease. Lessee's remedy in such an event shall be to institute an action or proceeding seeking specific performance, injunctive relief, or declaratory judgment. 25.5. Any transfer by Lessee in violation of this article shall be void and shall constitute a default under this Lease. 25.6. In the event of a proceeding involving Lessee under the Bankruptcy Code, 11 U.S.C. Section 101 et seq., if this Lease is assumed by Lessee or its trustee in bankruptcy (after Lessee or such trustee has cured all existing defaults and given adequate assurance of future performance), then this Lease may not be assigned by Lessee or such trustee to a third party, unless such party; (i) has been approved by Lessor; (ii) executed and delivers to Lessor an agreement in recordable form whereby such party assumes and agrees with Lessor to assume and discharge all obligations of Lessee under this Lease; and (iii) has a net worth and operating experience reasonably acceptable to Lessor. 26. DISCRIMINATION 26.1. The Lessee for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant r unnin g with the Land that; (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Premises; (2) that in the construction of any improvements on, over, or under the Premises and the furnishing of service thereon, no person on the grounds of race, color; or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) that the Lessee shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally - assisted Programs of the Department of Transportation Effectuation of Tide VI of the Civil Rights Act of 1964, and as said Regulation may be amended. 26.2. That in the event of breach of any of the above nondiscrunination covenants, Lessor shall have all available remedies at law or in equity, including the right to terminate the Lease and obtain possession of the Prenuses and the equipment, and hold the same as if said Lease had never been made. This provision shall not be 26 effective until the procedures of Tide 49, Code of the Federal Regulations, Part 2 1, are followed and completed, including exercise or expiration of appeal rights. 27. TAXES 27.1. All sales taxes, use taxes, assessments, or storm water utility fees from time to time levied by lawful authority shall be paid by and the responsibility of Lessee. 28. IMPROVEMENTS AND ALTERATIONS 28.1. 'Alterations' shall mean any alteration, addition, or improvement to the Premises of any kind or nature, including the initial improvements. Lessee's construction of initial improvements to the Premises (the "Initial Improvements ") shall be subject to Lessors review and consent, which consent shall not be unreasonably withheld. The approval by Lessor of any Alterations and any approval by Lessor of any plans and specifications therefor shall not: (a) imply Lessors approval of the plans and specifications as to quality of design or fitness of any material or device used; (b) imply that the plans and specifications are in compliance with any codes or other requirements of governmental authority (it being agreed that compliance with these requirements is solely Lessee's responsibility); (c) impose any liability on Lessor to Lessee or any third party; or (d) serve as a waiver or forfeiture of any right of Lessor. After construction of the Initial Improvements, Lessee shall have the right, at its own cost and expense, to construct, at any time and from time to time, such Alterations as Lessee shall from time to time determine, provided that such alterations are approved by Lessor prior to commencement of construction of said alterations, and provided that the character and quality of the improvements are consistent with the Initial Improvements. 28.2. Prior to the commencement of construction, Lessee shall provide Lessor with two copies of any plans and specifications, which plans and specifications shall be subject to the approval of Lessor, which approval shall not be unreasonably withheld, delayed or conditioned. All construction shall be in accordance with all applicable rules and regulations of governmental authorities in force at the time of such construction. Lessee shall also allow Lessor to inspect the Project during construction at any reasonable time to determine if such construction meets applicable governmental requirements and is in accordance with approved plans and specifications. All such improvements hereinafter made or placed on the Premises (including any fixtures purchased by Lessee) shall immediately become the property of the Lessor, subject to the terms of the Lease and shall remain upon and be surrendered with the Project as a part thereof at the termination, by lapse of time or otherwise, of the Term hereby granted. 28.3. The interest of Lessor in the Premises shall not be subject in any way to any liens, including construction liens, for improvements to or other work performed in the Premises by or on behalf of Lessee. Lessee further covenants and agrees that in making or constructing any such improvements, that the Lessee shall and will save the Lessor and the City of Sanford harmless from injury and damage to any person, 27 firm, or corporation whatsoever in the making or construction of such improvements; and further, the Lessee covenants and agrees that within ninety (90) days after the completion of all such improvement that it will duly pay and discharge all the costs of the same for materials, labor, fees and every item of expense or cost in connection with the same, and that it will not permit the filing of any construction or other liens against said property, and if such lien or liens should be filed, the Lessee does hereby save harmless the Lessor and the City of Sanford of and from all damages, cost and expenses in regard to the same, and will also forthwith cause the same to be removed from the public records, it being expressly and distinctly understood that the Lessor and the City of Sanford shall not be responsible for nor liable for in any way or manner whatsoever, any of the costs, charges, or expenses in any way connected with such construction or improvement, and the property and estate of the Lessor and the City of Sanford shall not be bound or liable therefor. During the construction of any improvements to the Premises, in concert with the payment schedule to subcontractors, usually on a bi- weekly or monthly basis, Lessee shall provide Lessor with partial or final lien waivers or releases from all potential lienors who have filed Notices to Owner for work performed on behalf of the Lessee on the Premises. In addition, Lessee shall provide Lessor with a final Contractor's Affidavit, final lien waiver or releases from all potential lienors who have provided a notice of the provision of labor, services or materials, and any other documents reasonably requested by Lessor to evidence payment in accordance with Chapter 713, Florida Statutes. 28.4. Lessee agrees to furnish to Lessor its plans, specifications and such other information as is reasonably required by Lessor to complete Federal Aviation Administration form 7460 -1 (Notice of Proposed Construction). No construction of alterations may commence until Lessor obtains approval thereafter from the Federal Aviation Administration. Lessor agrees to diligently use its best efforts to obtain and shall pursue approval from the Federal Aviation Administration after receipt of necessary information from Lessee. Lessee shall, promptly upon receipt of them, furnish Lessor with copies of any and all written inspections, examinations, evaluations, studies, tests, surveys, reports, approvals, permits, or other written matters obtained by Lessee in connection with its improvements to or inspections of the Premises. 28.5. Unless Lessee is in default, Lessee shall have the right at any time during the Term hereof, or any renewal or extension thereof, and for thirty (30) days after the termination hereof, to remove any personal property, trade fixtures equipment or machinery installed or placed by it, in, on, or about the Project (other than any fixtures or other equipment leased hereunder), provided that the same can be removed without substantial damage to the Premises, and provided, further, that Lessee shall repair, at its own expense, any damage occasioned by such removal, provided, further that any such removal shall be subject to any valid lien which the Lessor may have on any such property for unpaid rents or fees. 29. SUBORDINATION 28 This Lease is and shall be subject and subordinate to any ground, overriding, or underlying leases and the rights of the lessors under those leases and to all mortgages that may now or hereafter affect the leases or the Premises, and to any existing or future agreement or deed between Lessee and the U.S. related to Airport property and the Premises, and to all renewals, modifications, consolidations, replacements, and extensions of the leases and mortgages; provided, however, Lessee agrees that any such lessor or mortgagee shall have the right at any time to subordinate its interest m any ground, overriding or underlying lease, or mortgage, as the case may be, without Lessee's consent, by notice in writing to Lessee, and thereupon this Lease shall be deemed prior to such interest without regard to their respective dates of execution, delivery or recording and in that event such lessor or mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such interest and had been assigned to such lessor or mortgagee. This article shall be self- operative and no further instrument of subordination shall be necessary. However, in confirmation of this subordination, Lessee shall execute promptly any certificate that Lessor may request. The failure of Lessee to execute any certificate within ten days following written demand by Lessor shall constitute a material default under the terms of this Lease. If any ground or underlying lease is terminated, or any mortgage foreclosed, this Lease shall not terminate or be terminable by Lessee unless Lessee was specifically named in any termination or foreclosure judgment or final order. If any ground or underlying lease is terminated, or if the interest of Lessor under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution for the mortgage, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Lessee will, at the option to be exercised in writing by the Lessor under any ground or underlying lease or the purchaser, assignee, or lessee, as the case may be, (a) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Lessee's part to be performed with the same force and effect as if the Lessor or the purchaser, assignee, or lessee were the lessor originally named in this Lease, or (b) enter into a new lease with the lessor or the purchaser, assignee, or lessee for the remaunder of the Lease Term and otherwise on the same terms, conditions, and rents as provided n this Lease. 30. AUSCELLANEOUS PROVISIONS 30.1. The Lease and all provisions hereof are subject to and shall be subordinate to the provisions of any existing or future agreement or deed between the Lessor and the United States, relative to Airport property and the operation and maintenance of the Airport, and the Lease shall be given only such effect as will not conflict or be inconsistent with the terms and conditions thereof, or any ordinances to which the Lessor is made subject, or any reasonable rules or regulations which have been, or may hereafter be adopted by the Lessor. 30.2. The Lessee shall not at any time use the Premises or any part thereof for any purpose other than are herein expressly authorized without the written consent of the Lessor being first had and obtained. 30.3. Lessee shall provide a payment and performance bond issued by an insurance company licensed to do business in the State of Florida to guarantee the payment and performance by its general contractor as to construction of any alterations and improvements on the Premises in accordance with Section 255.05, Florida Statutes. 29 30.4. The accumulation of rubbish, trash, rags, cans, drums, grease, food items, gasoline or other combustible materials in or about the Premises will not be tolerated. Lessee shall keep its area clean at all times and it shall be subject to inspection by the President/CEO at any time and if found to be considered a fire or accident hazard, Lessee shall be so informed and Lessee shall have five (5) business days written notice to clean the area to the President/CEO's reasonable satisfaction. 30.5. This Lease shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and assigns. 30.6. This lease shall be construed in accordance with the laws of the State of Florida. The venue of any action to enforce or contest any provision of the Lease shall be in Seminole County, Florida. 30.7. Estoppel Certificates. From time to time, Lessor or Lessee, on not less than ten (10) business days' prior notice from the requesting party or its mortgagee, shall execute and deliver an estoppel certificate in a form generally consistent with the requirements of institutional lenders and certified to the requesting party and any mortgagee or prospective mortgagee or purchaser of the interest of the requesting party. In addition, if requested, Lessee shall provide any financial information concerning Lessee and Lessee's business operations and Guarantor that may be reasonably requested by any mortgagee or prospective mortgagee or purchaser of the Premises. 30.8. Radon Gas. The following notification is provided under Section 104.056(6), Florida Statutes: "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 health department" 30.9. JURY WAIVER; COUNTERCLAIMS. LESSOR AND LESSEE WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) THIS LEASE, (B) THE RELATIONSHIP OF LESSOR AND LESSEE, (C) LESSEE'S USE OR OCCUPANCY OF THE PREMISES, OR (D) THE RIGHT TO ANY STATUTORY RELIEF OR REMEDY. THE WAIVERS SET FORTH IN THIS ARTICLE ARE MADE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY BY LESSEE. 30.10. Construction Principles. The words 'including and "include" and similar words will not be construed restrictively to limit or exclude other items not listed. This Lease has been negotiated "at arm's - length" by Lessor and Lessee, each having the opportunity to be represented by legal counsel of its choice and to negotiate the 30 form and substance of this Lease. Therefore, this Lease shall not he more strictly construed against either party by reason of the fact that one party may have drafted this Lease. If any provision of this Lease is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Lease shall remain in full force, if the essential provisions of this Lease for each party remain valid, binding, and enforceable. The parties may amend this Lease only by a written agreement of the parties. This Lease shall constitute the entire agreement of the parties concerning the matters covered by this Lease. All prior understandings and agreements had between the parties concerning those matters, including all preliminary negotiations, lease proposals, letters of intent, and similar documents, are merged into this Lease, which alone fully and completely expresses the understanding of the parties. All exhibits, riders, and addenda attached to this Lease shall, by this reference, be incorporated into this Lease. Lessor and Lessee intend that faxed signatures constitute original signatures binding on the parties. This Lease shall bind and inure to the benefit of the heirs, personal representatives, and, except as otherwise provided, the successors and assigns of the parties to this Lease. If there is more than one party constituting Lessee, each party shall be jointly and severally liable with the other parties constituting Lessee for the performance of all of the obligations of Lessee under this Lease. If Lessee is a partnership, each and every present and future general partner of Lessee shall be and remain at all times jointly and severally liable under this Lease and neither the death, resignation, or withdrawal of any partner, nor the subsequent modification or waiver of any of the terms and provisions of this Lease, shall operate to release any partner under this Lease. Any liability or obligation of Lessor or Lessee arising during the Lease Term shall survive the expiration or earlier termination of this Lease. 30.11. As -Is. Lessor does not make any warranties or representations concerning the Premises or any component of the Premises, including the zoning or other land use restrictions affecting the Premises, the compliance of the Premises or any part of the Premises with any governmental requirement, the use or existence, or prior use or existence, of hazardous materials on the Land, or the accuracy or completeness of any statement or other matter previously disclosed to the Lessee. EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS LEASE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES GIVEN TO LESSEE IN CONNECTION WITH THIS LEASE OR THE PREMISES. LESSOR DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, HABITABILITY, TENANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. 31. MORTGAGES 31.1. Lessee is hereby given the right by Lessor, in addition to any other rights herein granted and without any requirement to obtain Lessors consent, to mortgage or grant a security interest in Lessee's interest in this Lease and the Premises, under one or more leasehold mortgage(s) to one or more Lending Institution(s), as hereinafter defined, and to assign Lessee's interest in this Lease as collateral security for such leasehold mortgage(s), upon the condition that all rights acquired under 31 such leasehold mortgage(s) shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease and to all rights and interests of Lessor herein, none of which covenants, conditions, restrictions, rights or interests is or shall be waived by Lessor by reason of the right given to mortgage or grant a security interest in Lessee's interest in this Lease and the Premises, except as expressly provided herein. In no event, however, shall there be more than two (2) such leasehold mortgages in existence at any one time. 31.2. Any mortgage made pursuant to this article is herein referred to as a "Permitted Leasehold Mortgage ", and the holder of, or secured party under, a Permitted Leasehold Mortgage is herein referred to as a "Permitted Leasehold Mortgagee The Permitted Leasehold Mortgage that is prior in lien among those in effect is herein referred to as the "F Permitted Leasehold Mortgage ", and the holder of, or secured party under, the First Permitted Leasehold Mortgage is herein referred to as the "First Permitted Leasehold Mortgagee ". If a First Permitted Leasehold Mortgage and Permitted Leasehold Mortgage that is second in priority in lien among those in effect are both held by the same Permitted Leasehold Mortgagee, the said two Permitted Leasehold Mortgages are herein collectively referred to as the "First Permitted Leasehold Mortgage ". A "Permitted Leasehold Mortgage" shall include mortgages, as well as financing statements, security agreements and other documentation which the Permitted Leasehold Mortgagee may require. The words "Lending Institution ", as used in this Lease, shall mean any commercial, national or savings bank, savings and loan association, trust company or insurance company, nonunion or governmental employee pension funds and any other entity approved by Lessor as a Lending Institution. It is understood that a mortgage made to, or held by, a Lending Institution acting as agent or trustee for one or more parties who have interests in the mortgage, regardless or whether or not such parties are themselves Lending Institution(s), shall be a Permitted Leasehold Mortgage. 31.3. Lessor shall not be deemed to have actual or constructive notice or knowledge of any Permtted Leasehold Mortgage unless and until the Permitted Leasehold Mortgagee shall send to Lessor a true copy of its Leasehold Mortgage, together with written notice specifying the name and address of the Permitted Leasehold Mortgagee. From and after delivery of a copy of such Permitted Leasehold Mortgage to Lessor by any Permitted Leasehold Mortgagee pursuant to the first sentence of this paragraph G, then so long as such Permitted Leasehold Mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the holder to Lessor, but in no event beyond the expiration of the initial Term of this Lease, the following provisions shall apply in respect of such Permitted Leasehold Mortgage: 31.3.1. There shall be no cancellation, termination, surrender, acceptance of surrender, amendment or modification of this Lease by joint action of Lessor and Lessee, nor shall Lessor recognize any such action by Lessee alone, without in each case the prior consent in writing of such Permitted Leasehold Mortgagee. 32 31.3.2. Lessor shall, upon serving Lessee with any notice of default or - breach of this Lease, simultaneously serve a copy of such notice upon such Permitted Leasehold Mortgagee in the same manner permitted under the Notice article of this Lease. 31.3.3. In the event of any default by Lessee under this Lease, such Permitted Leasehold Mortgagee shall have 30 days after service of notice upon it of such default, to remedy or cause to be remedied or commence to remedy and complete the remedy of the default complained of, and Lessor shall accept such performance by or at the instigation of such Permitted Leasehold Mortgagee as if the same had been done by Lessee. Each notice of default given by Lessor will state the amounts of whatever rent and other payments herein provided for are then claimed to be in default. 31.3.4. If the Lessor shall elect to terminate this Lease by reason of any default of Lessee, each Permitted Leasehold Mortgagee shall not only have the right to nullify any notice of termination by curing such default prior to the effective date of termination but shall also have the separate right to postpone and extend the specified date for the termination of this Lease, as fixed by Lessor in its notice of termination, for a period of not more than ninety (90) days from the date so specified for termination provided that such Permitted Leasehold Mortgagee shall unconditionally agree with Lessor (by giving a written notice to that effect to Lessor), prior to the effective date of termination, that such Permitted Leasehold Mortgagee will accomplish the following within the times hereinafter provided and shall, in fact, accomplish the following in a timely manner: (i) cure or cause to be cured within thirty (30) days of such notice any then existing monetary defaults of which the Permitted Leasehold Mortgagee has knowledge; (ii) pay or cause to be paid during such ninety (90) day period any rent and other monetary obligations of Lessee hereunder of which the Permitted Leasehold Mortgagee has knowledge, as the same fall due; (iii) promptly cure or cause to be cured any other defaults that such Permitted Leasehold Mortgagee has knowledge, whether occurring prior to or during said ninety (90) day period; and forthwith take such steps as it shall be lawfully able to acquire or sell Lessee's interest in this Lease by foreclosure of the Permitted Leasehold Mortgage or otherwise, and thereafter prosecute the same to completion with reasonable diligence. If at the end of said ninety (90) day period the Permitted Leasehold Mortgagee shall be actively engaged in steps to foreclose, acquire or sell Lessee's interest herein including, without limitation, contesting any court order, or seeking relief from any statutory stay, restricting such acquisition or sale, and is in compliance with the other conditions set forth in clauses (i) through (iii) above, the time for said Permitted Leasehold Mortgagee to comply with the applicable provisions of this subparagraph (d) shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence upon the same conditions. If Lessee's interest is acquired or sold as aforesaid, the intended termination of this Lease by Lessor under the aforesaid notice will 33 k be automatically nullified, and this Lease will continue as if said notice of termination had never been given. If the Lessor's interest is not acquired or sold as aforesaid after the expiration of said reasonable time period, this Lease will terminate pursuant to Lessor's notice. 31.3.5. In the event of termination of this Lease by reason of any uncured default by Lessee, Lessor will promptly notify such Permitted Leasehold Mortgagee of such termination and die amount of any sums then due to Lessor under this Lease, and such Pernitted Leasehold Mortgagee shall have the right (except where such Permitted Leasehold Mortgagee has extended the date of termination pursuant to the provisions of subparagraph (d) of this paragraph C, and has subsequently failed to fulfill its obligations thereunder) to have Lessor enter into a new Lease of the Premises with such Permitted Leasehold Mortgagee or a nominee controlled by such Permitted Leasehold Mortgagee (hereinafter referred to in this subparagraph as its 'nomineel in accordance with the following provisions: 31.3.5.1. The Permitted Leasehold Mortgagee or its nominee shall be entitled to a new lease if the Permitted Leasehold Mortgagee shall make written request upon Lessor for such new lease on or before the date which is thirty (30) days after the date on which such Permitted Leasehold Mortgagee shall have received the notice from Lessor of termination and if such written request is accompanied by the Permitted Leasehold Mortgagee's agreement to pay to Lessor, upon the execution and delivery of the new lease, the sums which would lien be due to Lessor under this Lease had this Lease remained in effect; 31.3.5.2. Such new lease shall be for what would have been the remainder of the Term hereunder if this Lease had not terminated, effective as of the date of such termnation, at the rent and upon the terms, provisions, covenants and agreements as herein contained, including all rights and options herein contained; 31.3.5.3. In such new lease, the Permitted Leasehold Mortgagee or its nominee shall agree to perform and observe all covenants herein contained on Lessee's part to be performed and to cure all defaults of Lessee hereunder existing at that time which it is possible for such Permitted Leasehold Mortgagee to cure, except that all of the obligations and liabilities of the Permitted Leasehold Mortgagee or its nominee as Lessee under the new lease shall cease and terminate upon assignment of the new lease to an assignee acceptable to the Lessor or the sooner expiration or termination thereof and shall be subject to any limitation on liability contained therein; 31.3.5.4. Lessor shall not war possession or the condition of the Premises to the Permitted Leasehold Mortgagee or its nominee 34 under the new lease, it being understood that the new lease shall be expressly made subject to the rights, if any, of Lessee under this Lease or any other person claiming the right to possession through or under said Lessee and subject to the existing condition of the Premises; 31.3.6. If more than one Permitted Leasehold Mortgagee shall make written request upon Lessor in accordance with the provisions hereof for a new lease, the new lease shall be delivered pursuant to the request of the Permitted Leasehold Mortgagee whose leasehold mortgage is prior in lien among those who made the request, and the written request of any Permitted Leasehold Mortgagee whose leasehold mortgage is subordinate in lien shall be void and of no force or effect 31.3.7. The name of each Permitted Leasehold Mortgagee shall be added to the loss payable endorsement of any and all fire and other casualty insurance policies to be carried by Lessee in respect of the Premises and the improvements thereon and all such policies shall state that the insurance proceeds are to be paid to the First Permitted Leasehold Mortgagee. 31.3.8. If there is a condemnation or taking by eminent domain in respect of the Premises which does not result in a ternunalion of this Lease, any award of payment therein shall be paid to the First Permitted Leasehold Mortgagee for the benefit of the parties hereto, and applied in the manner specified in this Lease; and if the same results in a termination of this Lease, Lessee's portion of the award or payment, if any, shall be paid to the First Permitted Leasehold Mortgagee for the benefit of Lessee and the First Permitted Leasehold Mortgagee. 31.3.9. No fire or casualty loss claims shall be settled and no agreement will be made in respect of any award or payment in condemnation or eminent domain as to the Lessee's interest without in each case the prior written consent of the First Permitted Leasehold Mortgagee; provided, however, that such Permitted Leasehold Mortgagee has agreed to make such award or payment available in the manner specified in this Lease. 31.3.10. Except where die Permitted Leasehold Mortgagee has become the Lessee hereunder, no liability for the payment of rent or the performance of any Lessee's covenants and agreements hereunder shall attach to or be imposed upon the Permitted Leasehold Mortgagee (other than any obligations assumed by, or agreed to by, the Permitted Leasehold Mortgagee), all such liability (other than any obligations assumed by or agreed to by the Permitted Leasehold Mortgagee) being hereby expressly waived by Lessor. 31.3.11. Lessor, within fifteen (15) days after a request in writing by Lessee or any Permitted Leasehold Mortgagee, shall furnish a written statement, duly acknowledged, that this Lease is in full force and effect and unamended, if 35 such be the case, or if there are any amendments, such statement will specify the amendments, and that there are no defaults thereunder by Lessee that are known to Lessor, or if there are any known defaults, such statement shall specify the defaults Lessor claims exist. 31.4. Lessor shall, upon request, execute, acknowledge and deliver to each Permitted Leasehold Mortgagee an agreement prepared at the sole cost and expense of Lessee, in form satisfactory to the Permitted Leasehold Mortgagee and Lessor, among Lessor, Lessee and the Permitted Leasehold Mortgagee, agreeing to all the provisions of this Paragraph. 31.5. Lessor shall at no time be required to subordinate its fee simple interest in the Premises to the lien of any leasehold mortgage, nor to mortgage its fee simple interest in the Premises as collateral or additional security for any leasehold mortgage. IN WITNESS WHEREOF, the Lessee has caused this instrument to be executed m its name and by its duly authorized Officer, its corporate seal affixed and attested by its Secretary, and the Lessor, acting by and through the Sanford Airport Authority, has caused this instrument to be executed M" its name by the Chairman of said Authority, and attested by the President/CEO, Orlando Sanford International Airport, acting as Clerk of said Authority, on the day and year first above written. FOR THE LESSOR Signed, sealed and delivered in d presence of: Witness k � b 2kw Witness -Z- � a42 Q mess 'G, . J Witness Date: SANFORD C Attest: AUTHORITY FOR THE LESSEE MIRO HOSPITALITY PROPERTIES, LLC By: NA HOO resident Attest: 36 GUARANTY The undersigned, in consideration of the above -named Lessor entering into the above lease agreement [Lease No. 2005 -171 with MIRO HOSPITALITY PROPERTIES, LLC hereby unconditionally guarantee both payment and performance by said Lessee of all c enants and conditions of the Lease Agreement, waive notice of default, consent to joind in one action, and shall be treated in all respects as if the undersigned were named as Lessee der the Lease Agreement. Witness Hooda 37 EXHIBIT "A" Legal Description & Survey 38 — V N = r9 ;a �l 8 � q >� 94 C ! E7 C rn o ° Z o 8 b A ll a r n�pz7.0o �Z O schce r': ao + m c a n T ' 5 rn Cz7 r• O C m $ mZO�cy C Z i TT Fri m D a y PP F 8 )> O H , _q a 1 mm y51 . Fri C g- ti { T �.�_ I 8& 8 rlmmZz 3 K 6z 00S Z - a c m � is •,. � O�U-TI o0 Vl f! 1 0 rq Ou ° �-- cp Co i ED E -F t fV S � k Ol nq Ou w nz m n �, ❑ z0 F m p = VI - D (A g o rt L ¢ � f N r� N: g �m I_ 0 r g CD 5C+ 6+ J = Z > f I nlD 5 A 4 \o !. yy f 190. on I 1 8 03 1 w D Proposed Site Plan 39 D� To m �t7 0 m 0-0 C F r Z m D r � V ) D T Z n T O T � • 1 r 0 0 D vvcn � ii > m r z o m O � � o � o T V 1 y X ^ 0) !l �f ��V N O L D O .Z1 0 r Fri D d t _- it r i f4 m EXHIBIT "C" LEASE NO. 2005 -17 TIMELINE FOR CONSTRUCTION [HOTEL LEASE - MIRO HOSPITALITY PROPERTIES,LLC] DATE* PHASE NLT March 31, 2006 Establish Phase 1 hotel, per lease NLT September 30, 2006 - Complete preliminary site plan for review by Airport Design Review Committee - Apply for SJRWMD stormwater permit - Apply to City for site plan and building permits NLT April 1, 2007 Construction to begin March 31, 2008 — September 30, 2008 Construction completed • Time extensions shall be requested by the Lessee to the Lessor in writing prior to the deadlines established herein, which extensions shall not be unreasonably withheld by Lessor. 40 EXHIBIT "D" Sanford Airport Authority Environmental Protection Policy Addendum to Ground Lease 2005 -17 The Sanford Airport Authority recognizes and strongly supports protection of the environment and adherence to federal, state and local laws, regulations and policies enacted for the protection and enhancement of the natural environment. It shall be the policy of the Sanford Airport Authority to hold the tenant, lessee, or user of the Airport property responsible for environmental Hazards or liability created by their activity at the Airport. Such liability includes, but is not limited to fines, legal fees, consultant fees and all other costs required to operate or bring into compliance any activity, use or occupancy of Airport property which creates an environmental violation or hazard. With promulgation of this policy, it is clearly the intent of the Sanford Airport Authority to support and enhance responsible industrial activities which may incidentally create low risk, low volume quantities of environmentally hazardous or toxic materials. All such activities shall be reviewed on a case -by -case basis and continuously monitored by the Lessee and the Authority. Such activities would generally include: 1) Proper handling and storage of oils, fuels, lubricants or equivalent products. 2) Permitted handling and storage of solvents, cleaners, paints and related cleaners. 3) Regulated storage of explosives and or related products. Any proposed use of Airport property for landing of high risk or high volume hazardous or toxic materials will be reviewed on a case -by -case basis and may be disapproved if deemed incompatible with Airport needs, standards or goals. Such higher risk or higher volume activities could include: 1) Handling or use of radioactive materials. 2) Dumping on Airport property. 3) Waste incineration on Airport property. 4) Hazardous or toxic waste storage on Airport property. All lessees or users of Airport property who are involved in the use, storage, manufacture or recycling or regulated materials or substances are required to be insured in order that the Sanford Airport Authority and the City of Sanford are indemnified against environmental risk. The required insurance shall be determined by the Authority and must effectively address the comprehensive potential loss created by the user or lessee activity. At the Authority's discretion, the Lessee may be asked to substitute a cash deposit, letter of credit or bond in lieu of insurance. 41 Limits of insurance coverage or deposits may be adjusted from time to time at the sole discretion of the Authority. In addition to insurance or deposit covering financial loss, the Authority independently may also require the development of an emergency plan which covers the Airport lessee's or users action in the event of an environmental emergency. It shall be the ongoing responsibility of each lessee or user of Airport property to maintain all required insurance, licenses, records, permits or training standards in line with all applicable governmental requirements. All insurance shall provide a one hundred and twenty (120) day prior notice of non - renewal to the Sanford Airport Authority and loss of required license's to operate shall be deemed just and sufficient cause to terminate the Lease or use of the Airport Sixty (60) days prior to non - renewal or cancellation of any environmental insurance policy, the Authority may commence cleanup activities thereunder or utilize such deposits or insurance proceeds as may be available to bring the offending activity into compliance. AGREED AND ACCEPTED Name: Naushik Hooda, President Company: MIRO HOSPITALITY PROPERTIES, LLC Date: 42 ADDENDUM A TO LEASE NO. 2005-17 Lease No. 2005 -17 between the SANFORD AIRPORT AUTHORITY (the "Lessor ") and MIRO HOSPITALITY PROPERTIES, LLC (the "Lessee "), dated January 26, 2006, is amended as follows: Paragraph 1. TERM OF LEASE is changed to read: 1.1 This Lease shall have an initial term of forty (40) years (the "Term "), commencing on September 1, 2009 (the "Commencement Date "), upon the terms, conditions, covenants and stipulations herein set forth. This Addendum A is to be affixed to and become a permanent part of Lease No. 2005 -17 between the SANFORD AIRPORT AUTHORITY and MIRO HOSPITALITY PROPERTIES, LLC. FOR THE LESSOR S14 B` Attest Witness FOR THE LESSEE MIRO HOSPITALITY PROPERTIES, LLC. Z� e By Witn ss Naushik a, President ? Date I f ' ADDENDUM B TO LEASE NO. 2005-17 Lease No. 2005 -17 between the SANFORD AIRPORT AUTHORITY (the "Lessor ") and MIRO HOSPITALITY PROPERTIES, LLC (the "Lessee "), dated January 26, 2006, is amended as follows: On Page 1, the preamble is changed to read: "NOW, THEREFORE, for and in consideration of the payment by Lessee of the rentals hereinafter reserved and the performance by Lessee of the covenants and agreements hereinafter agreed to be performed by it, and in accordance with all the provisions hereinafter set forth, Lessor does hereby lease unto Lessee, and Lessee rents from Lessor the real property located within the Orlando Sanford International Airport (the "Airport"), as described in the following legal description, (the "Land "), together with any and all buildings and improvements hereafter to be placed thereon (all such buildings and other improvements to be hereinafter collectively referred to as the "Project "), and the Land and the Project together sometimes shall be referred to as the "Premises ", together with the non - exclusive right of access for ingress, egress and regress to and from the Land, to Airport Boulevard , provided that the integrity of the outfall for the wet detention pond under St Johns River Water Management District P ermit No. 4 - 117 22192 28 is maintained and that the Lessor is permitted in perpetuity the right of access for purposes of maintaining the stormwater system which outfall and drainage conveyance is located on the Land the Land being described as follows: FROM THE SOUTH ' / 4 CORNER OF SECTION 6, TOWNSHIP 20 SOUTH, RANGE 31 EAST, SEMINOLE COUNTY, FLORIDA; THENCE RUN N.00 °18'56 "W. ALONG THE NORTH -SOUTH ' / 4 SECTION LINE OF SAID SECTION 6, A DISTANCE OF 9.29 FEET; THENCE RUN N.90 0 00'00 "E. A DISTANCE OF 2619.64 FEET; THENCE RUN S.00 "E. A DISTANCE 50.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S.00 0 29'36 "E. A DISTANCE OF 359.51 FEET; THENCE RUN N.899 1'58"W. A DISTANCE OF 835.00 FEET; THENCE RUN N.00 0 29'36 "W. A DISTANCE OF 355.98 FEET; THENCE RUN N.90 0 00'00 "E_ 835.00 FEET TO THE POINT OF BEGINNING. CONTAINING 6.85 ACRES MORE OR LESS. [See attached revised Exhibit "A" — Legal Description/Survey]" Paragraph 4. RENTAL is changed to read: "4.1 Rental for the Premises shall commence at $0.21 per square foot per year for 298,386 square feet [6.85 acres] beginning on the Commencement Date. The monthly rental rate is calculated as follows: Land — 298,386 sq.ft. @ $0.21 = $ 62,661.06 Annually = $ 62,661.06 Monthly = $ 5,221.76 7% Sales Tax = $ 365.52 Total Monthly = $ 5,587.28 Lessor acknowledges receipt of the first month's installment in advance and $5,587.28 as a security deposit which may be used to apply toward any delinquent rent or other charges due under this Lease. Rental payments due hereunder shall be made in lawful U.S. currency, due on the first day of the month without demand, notice, or offset, and shall be past due after the tenth of the month, after which time a service charge equal to the lesser of (i) $29.00 or 1.5% of the unpaid balance, whichever is greater, or (ii) the maximum rate allowed by law shall be due. Lessee shall pay monthly to Lessor any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed on the rental due under this Lease." This Addendum B is to be affixed to and become a permanent part of Lease No. 2005 -17 between the SANFORD AIRPORT AUTHORITY and MIRO HOSPITALITY PROPERTIES, LLC. FOR THE LESSOR Witness 6 1 Y:\21 • : 9001798 By ildlh Attest Pr6dent/CEO FOR THE LESSEE MIRO HOSPITALITY PROPERTIES, LLC. By_ Witness Naus a, President - 7/a1 6 Date Addendum B Lease No. 2005 -17 ADDENDUM C TO LEASE NO. 2005 -17 Lease No. 2005 -17 between the SANFORD AIRPORT AUTHORITY (the "Lessor ") and MIRO HOSPITALITY PROPERTIES, LLC (the "Lessee "), dated January 26, 2006, is amended as follows: EXHIBIT "C" ..... LEASE NO. 2005-17 TIMELINE FOR CONSTRUCTION [HOTEL LEASE - MIRO HOSPITALITY PROPERTIES,LLC] DATE* PHASE January 9, 2007 Establish Phase 1 hotel, per lease NLT December 31, 2007 - Complete preliminary site plan for review by Airport Design Review Committee - Apply for SJRWMD stormwater permit - Apply to City for site plan and building permits NLT March 31, 2008 Construction to begin January 1 — March 31, 2009 Construction completed This Addendum C is to be affixed to and become a permanent pant of Lease No. 2005 -17 between the SANFORD AIRPORT AUTHORITY and MIRO HOSPITALITY PROPERTIES, LLC. FOR THE LESSOR Witness SANFORD TY By st '- FOR THE LESSEE MIRO HOSPITALITY PROPERTIES, LLC. Witness / Lo Date/ By Naus ' oo a; President ADDENDUM D TO LEASE NO. 2005-17 Lease No. 2005 -17 between the SANFORD AIRPORT AUTHORITY (the "Lessor") and MIRO HOSPITALITY PROPERTIES, LLC (the "Lessee "), dated January 26, 2006, is amended as follows: On Page 1, the preamble is changed to read: "NOW, THEREFORE, for and in consideration of the payment by Lessee of the rentals hereinafter reserved and the performance by Lessee of the covenants and agreements hereinafter agreed to be performed by it, and in accordance with all the provisions hereinafter set forth, Lessor does hereby lease unto Lessee, and Lessee rents from Lessor the real property located within the Orlando Sanford International Airport (the "Airport"), as described in the following legal description, (the "Land "), together with any and all buildings and improvements hereafter to be placed thereon (all such buildings and other improvements to be hereinafter collectively referred to as the "Project "), and the Land and the Project together sometimes shall be referred to as the "Premises ", together with the non - exclusive right of access for ingress, egress and regress to and from the Land, to Airport Boulevard, provided that the integrity of the outfall for the wet detention pond under St. Johns River Water Management District Permit No. 4- 117- 22192 -28 is maintained and that the Lessor is permitted in perpetuity the right of access for purposes of maintaining the stormwater system which outfall and drainage conveyance is located on the Lan d, the Land being described as follows: FROM THE SOUTH ' / 4 CORNER OF SECTION 6, TOWNSHIP 20 SOUTH, RANGE 31 EAST, SEMINOLE COUNTY, FLORIDA; THENCE RUN N.90 °00'00 "E, FOR A DISTANCE OF 2619.72 FEET; THENCE RUN S.00 °2936 "E., FOR A DISTANCE 50.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE S,00 °29'36 "E. FOR A DISTANCE OF 363.88 FEET, THENCE RUN S.89 0 55'50 "E. FOR A DISTANCE OF 30.59 FEET; THENCE RUN N.89 0 47'30 "E. FOR A DISTANCE OF 804.42 FEET; THENCE RUN N.00 °29'36 "W. FOR A DISTANCE OF 364.27 FEET; THENCE RUN S.89 °4629 "W, FOR A DISTANCE OF 835.01 FEET TO THE POINT OF BEGINNING. CONTAINING 6.98 ACRES MORE OR LESS. [See attached revised Exhibit "A" — Legal Description/Survey]" Paragraph 4. RENTAL is changed to read: "4.1 Rental for the Premises shall commence at $0.21 per square foot per year for 304,049 square feet [6.98 acres] beginning on the Commencement Date. The monthly rental rate is calculated as follows: Land — 304,049 sq.ft. @ $0.21 = $ 63,850.29 Annually = $ 63,850.29 Monthly = $ 5,320.86 7% Sales Tax = $ 372.46 Total Monthly = $ 5,693.32 Lessor acknowledges receipt of the first month's installment'in advance and $5,693.32 as a security deposit which may be used to apply toward any delinquent rent or other charges due under this Lease. Rental payments due hereunder shall be made in lawful U.S. currency, due on the first day of the month without demand, notice, or offset, and shall be past due after the tenth of the month, after which time a service charge equal to the lesser of (i) $29.00 or 1.5% of the unpaid balance, whichever is greater, or (ii) the maximum rate allowed by law shall be due. Lessee shall pay monthly to Lessor any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed on the rental due under this Lease." This Addendum D is to be affixed to and become a permanent part of Lease No. 2005 -17 between the SANFORD AIRPORT AUTHORITY and MIRO HOSPITALITY PROPERTIES, LLC. FOR THE LESSOR FOR THE LESSEE MIRO HOSPITALITY PROPERTIES, LLC. Witness z /4 o � Date By - Naushik resident Addendum B Lease No. 2005 -17