FWB Working Draft

8/8/19

GROUND LEASE AND

MASTER DEVELOPMENT AGREEMENT

by and between

CITY OF MIAMI,

a municipal corporation of the State of Florida

and

MIAMI FREEDOM PARK, LLC,

a Delaware limited liability company

and

[MIAMI BECKHAM UNITED, LLC],

a [______________________]

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 [NOTE: TABLE OF CONTENTS TO BE UPDATED ONCE LEASE HAS BEEN
NEGOTIATED AND FINALIZED]

Table of Contents
Page

CONDITIONS PRECEDENT TO LEASE EFFECTIVENESS ................................3

DEMISED PROPERTY, GENERAL TERMS OF LEASE, SURRENDER .............4
TERMS; CERTAIN DEFINED TERMS ...................................................................5
RENT ........................................................................................................................20
DEVELOPMENT OF LAND AND CONSTRUCTION OF
IMPROVEMENTS ...................................................................................................27
COVENANT AGAINST WASTE; INSPECTION OF PROPERTY ......................42
ENVIRONMENTAL COMPLIANCE .....................................................................43
ARBITRATION........................................................................................................48
PAYMENT OF TAXES AND ASSESSMENTS .....................................................51
INSURANCE AND INDEMNIFICATION ...........................................................52
USE AND OPERATION DURING LEASE TERM..............................................59
REPAIRS AND MAINTENANCE DURING LEASE TERM ..............................62
CHANGES AND ALTERATIONS TO BUILDINGS BY TENANT ...................64
DISCHARGE OF OBLIGATIONS; NO LIENS....................................................65
PROHIBITIONS ON USE OF DEMISED PROPERTY AND PUBLIC
PARK PARCEL .......................................................................................................66
LIMITATIONS OF LIABILITY ............................................................................67
DAMAGE AND DESTRUCTION .........................................................................67
TRANSFERS AND RIGHTS OF MORTGAGEES, MEZZANINE
FINANCING ............................................................................................................69
LESSEE’S RIGHTS TO MAJOR SUBLEASES AND SPACE LEASES ............90
EMINENT DOMAIN .............................................................................................93
EVENTS OF DEFAULT ........................................................................................95
LESSOR’S RIGHT TO PERFORM LESSEE’S COVENANTS;
REIMBURSEMENT OF LESSOR FOR AMOUNTS SO EXPENDED ................99
NOTICES ..............................................................................................................100
QUIET ENJOYMENT ..........................................................................................101
CERTIFICATES BY LANDLORD AND TENANT...........................................101
................................................................................................................................102

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 CONSTRUCTION OF TERMS AND MISCELLANEOUS ...............................103
REPRESENTATIONS AND WARRANTIES .....................................................108
EQUAL OPPORTUNITY ....................................................................................110
LIVING WAGE ....................................................................................................111
GUARANTY OF LEASE.....................................................................................112

EXHIBIT “A” LEGAL DESCRIPTION OF PARENT TRACT

EXHIBIT “B” LEGAL DESCRIPTION OF DEMISED PROPERTY
EXHIBIT “C” TITLE COMMITMENT REPORT
EXHIBIT “D” DEVELOPMENT CONCEPT
EXHIBIT “E” LEGAL DESCRIPTION OF PUBLIC PARK PARCEL
EXHIBIT “F” LIST OF PERMITTED USES
EXHIBIT “G” LIST OF PROHIBITED USES
EXHIBIT “H” EASEMENTS
EXHIBIT “I” TRANSPORTATION MANAGEMENT PLAN
EXHIBIT “J” MEMORANDUM OF LEASE
EXHIBIT “K” GUARANTY OF LEASE
EXHIBIT “L” LEGAL DESCRIPTION OF HOTEL SITE, SOCCER STADIUM
DEVELOPMENT SITE AND OFFICE/RETAIL SITE
EXHIBIT “M” FORM OF SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT FOR APPROVED LEASEHOLD
MORTGAGES
EXHIBIT “N” FORM OF SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT FOR APPROVED MAJOR
SUBLEASEHOLD MORTGAGES
EXHIBIT “O” FORM OF SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT FOR MAJOR SUBTENANT
EXHIBIT “P” STADIUM LEASE
EXHIBIT “Q” STADIUM CONSTRUCTION ADMINISTRATION AGREEMENT
EXHIBIT “R” NON-RELOCATION AGREEMENT
SCHEDULE 2.2 CONFIRMATION OF LEASE COMMENCEMENT DATE
SCHEDULE 25.2 FORM OF LANDLORD ESTOPPEL CERTIFICATE

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 GROUND LEASE AND MASTER DEVELOPMENT AGREEMENT

THIS GROUND LEASE AND MASTER DEVELOPMENT AGREEMENT (the “Lease”

or “Agreement”), dated as of the Lease Execution Date, is made by and between the CITY OF
MIAMI, a municipal corporation of the State of Florida, having its principal office and place of
business at 3500 Pan American Drive, Miami, Florida 33133 (hereinafter called the “City” or
“Landlord” or “Lessor”), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability
company, having its principal office and place of business at 800 S. Douglas Road, 12th floor,
Coral Gables, Florida 33134 (hereinafter “MFP” or “Tenant” or “Lessee”) and [Miami Beckham
United, LLC], a _________________ limited liability company, having its principal office and
place of business at ____________________________________ (hereinafter “MBU” or
“Stadium Tenant” or “Stadium Lessee”). The City, MFP and MBU shall sometimes be referred
to herein collectively as the “Parties,” and each, individually, as a “Party.” Capitalized terms used
in this Lease, without being defined elsewhere herein, shall have the meanings set forth in Article
3 hereof.

RECITALS:

WHEREAS, the City is the owner in fee simple of approximately [131.07 acres] 1 adjacent
to the City’s Grapeland Park, referred to herein as the “Parent Tract,” and legally described in
Exhibit “A”; and

WHEREAS, the City operates an 18-hole golf course on the Parent Tract managed by a
private operator pursuant to the terms of that certain Professional Services Agreement, dated June
1, 2004, as amended (the “PSA”), by and between the City and Delucca Enterprises, Inc. (“DE”)
and which expires on or about September 30, 2021; and

WHEREAS, Major League Soccer (“MLS”) awarded the rights to MBU to operate the
only MLS team within a one hundred (100) mile radius of Miami-Dade County, Florida (the
“South Florida MLS Rights”); and

WHEREAS, MFP through its affiliate, MBU, seeks to design, develop and construct a
modern, state-of-the-art professional soccer facility within the City of Miami on a portion of the
Demised Property (defined below), which portion of the Demised Property (the “Stadium
Parcel”) be governed by a separate and distinct lease between the City and MBU, governing the
leasing and operation of the Soccer Stadium and soccer facilities (the “Stadium Lease”); and

WHEREAS, MFP has agreed to (i) perform the Environmental Work (the
“Environmental Work”) as described in that certain Park Rehabilitation and Environmental
Agreement of even date herewith (“Park Rehabilitation Agreement”), (ii) improve the Public
Park Parcel to make it fully accessible and enjoyable to and by all residents of the City pursuant
to the Park Rehabilitation Agreement (the “Park Work”); (iii) construct the Hotel, together with
a first class integrated development including a conference center with ancillary uses (collectively,
the “Hotel Work”); and (iv) construct an art and entertainment center including food and beverage

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NTD: The exact acreage is subject to confirmation upon completion of a survey, which shall exclude Grapeland Park
and adjacent County owned properties.

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venues, office, retail, commercial, parking, and conference center with a platform of public use
soccer fields, and other ancillary uses set forth in the Development Concept, as may be amended,
and/or permitted by Applicable Laws and this Lease (“Office/Retail Project”) and MBU, either
directly, or in a partnership with its Affiliate MFP, has agree to construct a first-class soccer
stadium, having a capacity for approximately 25,000 seats, and concession, entertainment and
retail areas, and amenities comparable with other recently constructed MLS stadiums with similar
capacity (the “Soccer Stadium Development”); (the Hotel Work, the Soccer Stadium
Development, and the Office/Retail Project are sometimes collectively referred to herein as the
“Project” or the “Property” or the “Major Project Components”); and

WHEREAS, MFP has agreed to contribute Twenty Million Dollars ($20,000,000.00) to

the City in connection with the Park and other green spaces and Five Million Dollars
($5,000,000.00) to the City in connection with Baywalk-Riverwalk Project, both in accordance
with the Community Benefits Agreement of even date herewith (the “Community Benefits
Agreement”); and

WHEREAS, in an effort to seek greater public use of the Parent Tract, to derive additional
revenue from the existing commercial uses on the Parent Tract, to obtain ad valorem tax revenues
from the uses on the Parent Tract [CITY SHOULD CHECK WHETHER THIS IS TRUE, OR IF
THERE IS INTANGIBLE TAX INSTEAD], and to stimulate economic activity in the City, the
City has agreed to permit MFP and MBU to re-develop the Parent Tract for the creation and
operation of the Project, subject to and in accordance with the terms of this Lease and the Stadium
Lease; and

WHEREAS, MFP has agreed to develop and cause the construction and operation of the
Project, at no cost to the City, while ensuring that the City receive (i) a financial return which
meets or exceeds fair market value through a minimum rent, profit sharing, or other similar
financial contribution, (ii) ad valorem and other applicable taxes for the Demised Property, and
(iii) other community benefits; and

WHEREAS, in order to effectuate the collective vision of the Parties, the City seeks to
lease to MFP and MBU approximately seventy-three (73) acres of land within the Parent Tract,
which portion of the Parent Tract is legally described in attached Exhibit “B” (the “Demised
Property”) inclusive of the Stadium Parcel; and

WHEREAS, on July 18, 2018, the City Commission passed Resolution R-18-0309,
authorizing the City Attorney to prepare an amendment to the Charter for consideration at the
election scheduled for November 6, 2018, proposing to amend the Charter to authorize the City
Commission to waive competitive bidding and by a four-fifths (4/5th) affirmative vote lease the
Demised Property to MFP (“Charter Amendment”); and

WHEREAS, on November 6, 2018, the City’s residents approved, by public referendum,

the Charter Amendment (the “Referendum”); and

WHEREAS, the City, MFP and MBU desire to enter into this Lease for the purpose of
setting forth their respective rights, covenants, obligations, and liabilities with respect to the lease

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of the Demised Property the Stadium Parcel and MFP’s obligations with respect to the
construction, operation, development and use of the Project; and

WHEREAS, on _______ ___, ____, the City Commission passed Resolution ____,
authorizing the execution of this Lease.

NOW, THEREFORE, Landlord and MFP mutually covenant and agree that this Lease is
made upon the agreements, terms, covenants and conditions hereinafter set forth below:

CONDITIONS PRECEDENT TO LEASE EFFECTIVENESS

1.1 Conditions Precedent. [CITY TO CONSIDER SEPARATE AGREEMENT TO

ENTER OR CONDITIONS PRECEDENT PROVISION SUCH AS THIS] Notwithstanding
anything to the contrary herein, this Lease shall not be effective for any purpose unless and until
the following conditions are satisfied or waived in writing by the Party in whose favor they run
(THE FOLLOWING ITEMS ARE CONCEPTUAL IN NATURE AND A MORE FULLY
DEVELOPED SECTION WILL BE REQUIRED IN THIS LEASE OR IN THE AGREEMENT
TO ENTER).

1.2 Conditions in favor of Tenant.

(A) Completion of inspections (as described in Section 5.5(F));

(B) Completion of environmental analysis and possibly Environmental

Work;

(C) Approval of title and survey;

(D) Determination of Fair Market Value.

1.3 Conditions in favor of Landlord.

(A) Completion and acceptance of environmental analysis and possibly

Environmental Work;

(B) Determination of Fair Market Value;

(C) Approval of traffic management plan;

(D) Delivery of evidence of sufficient equity investments and financial

commitments (cash, loans, etc.);

(E) Approval of development team;

(F) Approval of plans of development;

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 (G) Compliance with “No Net Loss Policy”;

(H) Approval of MLS and/or soccer-related requirements.

1.4 Termination Rights For Failure to Satisfy or Waive All of the Above
Conditions Precedent.

(A) Each Party shall have the right to terminate this Lease if all of the
above conditions precedent are not satisfied or waived in writing by [CITY]________________.

DEMISED PROPERTY, GENERAL TERMS OF LEASE, SURRENDER

2.1 Lease of the Demised Property.

(A) Upon and subject to the conditions and limitations set forth in this
Lease, the Stadium Lease and any and all other agreements incorporated herein, for and in
consideration of the rents, the covenants and agreements specified herein, and the rights reserved
unto Landlord, its successors and assigns, Landlord agrees, pursuant to the terms of this Lease and
the Stadium Lese, and does hereby lease and demise unto Tenant, and Tenant does hereby take
and hire, the Demised Property, to have and to hold the same unto Tenant, for the Term. Subject
to the Encumbrances, Landlord shall deliver exclusive possession of the Demised Property to
Tenant on the Lease Commencement Date, at which time Tenant shall take possession thereof.

(B) Tenant and Stadium Lease shall have the right and obligation to
develop the Demised Property inclusive of the Stadium Parcel in accordance with the approved
Development Concept, and to construct, or contract with others to cause construction of, the
Improvements contemplated in connection with the Development Concept, subject to and in
accordance with the terms and conditions of this Lease and the Stadium Lease, and all applicable
Building and Zoning requirements. Tenant shall have the right to relocate easements and utility
lines within the Parent Tract, including the Demised Property, at Tenant’s expense, if necessary
for the development of the Demised Property, such relocation to be done with the consent and
cooperation of Landlord, not to be unreasonably withheld, conditioned or delayed, and subject to
the consent of the applicable utility company or other party in whose favor such easement runs
(which consent shall be obtained by Tenant).

2.2 Term of Lease.

(A) Term. The initial term of this Lease shall commence on the Lease
Commencement Date and terminate on the last day of the thirty-ninth (39th) Lease Year following
the Lease Commencement Date, unless earlier terminated or extended as provided for herein (the
“Initial Term”). Promptly after the occurrence of the Lease Commencement Date, the Parties
shall execute a Confirmation of Lease Commencement Date in form and substance substantially
similar to the form attached hereto as Schedule 2.2.

(B) Renewal Option. Provided that there exists no uncured Tenant

breach or default under this Lease at the time of giving notice or at the time of commencement of
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an Option, Tenant shall have the right to exercise two (2) options (each an “Option” and
collectively, the “Options”) to extend the Term, each for thirty (30) Lease Years. Tenant shall
provide written notice to Landlord that it is exercising the first Option (i) no earlier than five
hundred forty-seven (547) days, and (ii) no later than three hundred sixty-five (365) days prior to
the expiration of the Initial Term; and may exercise the second Option by providing written notice
to Landlord that it is exercising the second Option (i) no earlier than five hundred and forty-seven
(547) days prior to the expiration of the first Option, and (ii) no later than three hundred and sixty-
five (365) days prior to expiration of the first Option. If Tenant fails to give written notice of the
exercise of any Option within the foregoing required notice periods, Tenant’s right to exercise
such Option shall automatically be deemed to have been exercised and this Lease shall remain
binding upon Tenant during the subject Option term. Any such notice by Tenant of its exercise of
any Option or election not to exercise such Option or deemed exercise of such Option shall be
final and irrevocable by Tenant. During any such Option term, the terms, covenants and conditions
of this Lease, except any such terms, covenants or conditions which are no longer applicable, shall
remain unmodified and in full force and effect. The Initial Term plus the term of any Option
exercised shall collectively be referred to in this Lease as the “Term” or the “Lease Term”.

(C) Expiration or Termination/Surrender. At the expiration or earlier

termination of the Term: (a) the Demised Property shall revert to Landlord; (b) subject to any
applicable Non-Disturbance Agreements, Tenant shall demolish all or such portion of the
Improvements thereon as Landlord may request in writing; (c) Tenant shall deliver the balance of
the Improvements and the Demised Property to Landlord as maintained in the condition required
under this Lease, reasonable wear and tear excepted; (d) all Improvements remaining on the
Demised Property (except Tenant’s or any subtenant’s Personal Property) shall become the
property of Landlord at no cost or expense to Landlord; and (e) Tenant shall execute such deeds,
assignments, bills of sale or other documents or instruments as reasonably required by Landlord
to transfer all of the Project and related items back to Landlord.

(D) Lessor Rights Upon Holding Over. At the expiration of the Term,
or any earlier termination of this Lease, Lessee shall yield up immediate possession of the Demised
Property and the Improvements to Lessor. In the event that Lessee fails to do so, then in addition
to such other rights and remedies as Lessor may have, Lessee shall pay to Lessor for the whole
time such possession is withheld beyond the date of expiration or termination of this Lease, a sum
per day equal to Two Hundred Percent (200%) times 1/365th of the aggregate of the Rent paid or
payable to Lessor for the immediately preceding Calendar Year as set forth in Article 4. Such
payment shall not, however, be deemed to grant further possessory rights to Lessee.

TERMS; CERTAIN DEFINED TERMS

The recitals above are incorporated herein by reference and fully adopted as if set forth
herein.

In addition to other capitalized terms as defined in the introductory recitals or elsewhere in

this Lease, when used in this Lease, the terms set forth below shall be defined as follows:

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 3.1 “Additional Construction Rent” shall have the meaning ascribed to such term in
Section 5.5(E)(ii).

3.2 “Affiliates” shall mean, for any Person, any other Person that such Person Controls.

3.3 “Alternative Security” shall have the meaning ascribed to such term in Section
5.12(C).

3.4 “Ancillary Agreements” shall mean the Park Rehabilitation Agreement, the
Community Benefits Agreement, the Easements, the Stadium Lease, the Stadium Construction
Administration Agreement and the Non-Relocation Agreement.

3.5 “Annual Rent” shall have the meaning ascribed to such term in Section 4.1.1.

3.6 “Anti-Bribery, Anti-Money Laundering and Anti-Terrorism Laws” shall mean

any and all Applicable Laws relating to anti-corruption, anti-bribery, terrorism, money laundering
or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Action of 2001, Public Law 107-56, as amended, and the Executive Order.

3.7 “Applicable Law(s)” shall mean any and all applicable laws, statutes, codes,
ordinances, rules, regulations, authorizations, orders, judgments, decrees, injunctions and other
requirements of any and all Governmental Agencies, now existing or hereafter enacted, adopted,
issued or amended from time to time, whether foreseen or unforeseen, ordinary or extraordinary,
which may be applicable to the Demised Property and/or the Improvements or any part thereof.

3.8 “Approvals” shall have the meaning ascribed to such term in Section 5.10(B).

3.9 “Approved Initial Construction Lender” shall mean the construction lender
described in Section 18.6(b).

3.10 “Approved Leasehold Mortgage” shall mean a leasehold mortgage described in

Section 18.6(c).

3.11 “Approved Leasehold Mortgagee” shall mean a leasehold mortgagee described

in Section 18.6(d).

3.12 “Approved Mezzanine Financer” shall the meaning ascribed to such term in
Section 18.6(l).

3.13 “Approved Mezzanine Financing” shall the meaning ascribed to such term in
Section 18.6(m).

3.14 “Baywalk-Riverwalk Project” shall have the meaning ascribed to such term in the
Community Benefits Agreement.

3.15 “Beneficial Owner” shall have the meaning set forth under the Securities Exchange
Act of 1934, Rule 13d-3. [Is this sufficiently broad?]

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 3.16 “Business Day” shall mean a day of the year that is not a Saturday, Sunday or Legal
Holiday.

3.17 “Calendar Year” shall mean the twelve (12) month period commencing on
January 1st and terminating on December 31st of each year.

3.18 “Capital Transaction” shall mean each and every: (A) full or partial transfer of
Tenant’s interest in this Lease (whether by assignment, sublease or otherwise) to another Person
that is not Controlled by Tenant or its Beneficial Owners as of the date of such transaction; (B)
direct or indirect sale, assignment or other transfer of all or part of the membership or other equity
or beneficial interests in Tenant or admission of new members or addition of other equity or
beneficial interests in Tenant; (C) transfer from the grant of a Leasehold Mortgage, except for the
initial Leasehold Mortgage; (D) “Cash Out” refinancing proceeds where the existing debt for the
Improvements is entirely retired and funds in excess of such debt are distributed; (E) sale of the
South Florida MLS Rights (however structured or accomplished); and (F) transfer resulting from
any Mezzanine Financing (e.g., the pledge or hypothecation of Tenant’s direct or indirect equity
or ownership interests [whether stock, partnership interest, beneficial interest in a trust,
membership interest or other interest of an ownership or equity nature] to secure Mezzanine
Financing); provided, however, that a Capital Transaction shall not include (i) any partial
assignment of Tenant’s interest in this Lease to Permitted Relatives in accordance with Section
18.2, provided that the assignee is an entity Controlled by Tenant or its Beneficial Owners, (ii) a
sale, assignment or other transfer of the membership interests in Tenant or admissions of
memberships or, which together with all other such sales, assignments of transfers or admissions
of membership interests or additions of other equity interests in Tenant, constitutes, in the
aggregate, less than Five Percent (5%) of the membership interests or other equity existing on the
Lease Execution Date; (ii) any sublease of any portions of the Demised Property by Tenant [CITY:
CONSIDER CARVE-OUTS OR LIMITS; PERCENTAGE OF EXCESS RENTS?], (iii) any
initial transfer on account of foreclosure or deed-in-lieu of foreclosure under an Approved
Leasehold Mortgage, or (iii) the exercise of remedies by any Mezzanine Financing Source under
any security for Approved Mezzanine Financing. The following costs and expenses shall be
excluded when calculating Tenant’s gross proceeds from a Capital Transaction: (i) the outstanding
principal balance of any loans secured by an Approved Leasehold Mortgage or Approved
Mezzanine Financing; and (ii) all reasonable and documented actual, third-party out-of-pocket
transaction costs directly related to such Capital Transaction, including legal and accounting fees
and brokerage fees, documentary stamp taxes, and other verifiable third-party governmental taxes
and fees (not including income taxes).

3.19 “Certificate of Occupancy” shall mean the [final] certificate issued by the
Governmental Agency and/or department authorized to issue a certificate of occupancy or
certificate of completion, as applicable, evidencing that the applicable building(s) is (are) ready
for occupancy in accordance with Applicable Laws.

3.20 “Certificate of Payment” shall have the meaning ascribed to such term in Section
4.3(A).

3.21 “Charter” shall mean the Charter of the City of Miami, Florida.

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 3.22 “Charter Amendment” shall have the meaning ascribed to such term in the recitals
to this Lease.

3.23 “City” shall have the meaning ascribed to such term in the introductory paragraph
of this Lease.

3.24 “City Attorney” shall mean Victoria Méndez or her successor as City Attorney of
the City of Miami, Florida.

3.25 “City Commission” shall mean the City Commission of the City of Miami, Florida.

3.26 “City Manager” shall mean Emilio T. Gonzalez or his successor as City Manager
of the City, or other administrative head of the City’s government.

3.27 “City Manager Approval Procedures” shall mean the procedures set forth in
Exhibit “O” hereto [CITY TO PROVIDE]

3.28 “Claim” shall have the meaning ascribed to such term in Section 10.2(A).

3.29 “Code” shall mean the Code of Ordinances of the City of Miami, Florida, or any
other Governmental Agency having jurisdictional authority over the Demised Property and future
development of the Demised Property.

3.30 “Commencement of Construction” and “Commence(s) Construction” shall

mean the later of (i) the filing of the notice of commencement under Florida Statutes, Section
713.13, (ii) the issuance of all material Permits for the applicable Improvements, and (iii) the
visible start of actual [VERTICAL?] construction work with respect to the applicable
Improvements, including, without limitation, the pouring of the foundation, on-site utility,
excavation or soil stabilization work (but specifically excluding any ceremonial groundbreaking).
In order to meet the definition of “Commencement of Construction” or “Commence
Construction,” such filing of the notice of commencement and visible start of construction work
must occur after Tenant (or its subtenant or assignee) has issued the Notice to Proceed.

3.31 “Community Benefits Agreement” shall mean that certain Community Benefits
Agreement entered into by and between City and Tenant of even date herewith.

3.32 “Completion of Construction” and “Complete Construction” shall mean, the

occurrence of all of the following: (i) the architect of record has signed and delivered to Tenant
(or its subtenant or assignee) a certificate of final completion in accordance with the final Plans
and Specifications and the approved Construction Contract for the particular Improvements; (ii) a
temporary or permanent Certificate of Occupancy, Certificate of Completion, or its equivalent, is
issued for the Improvements pursuant to which the occupancy and/or operation of the particular
Improvements can be legally commenced; (iii) all “punch-list” items have been completed; and
(iv) the particular Improvements have been otherwise completed in a lien-free condition and
documents evidencing same, including, without limitation, a Contractor’s Final Payment Affidavit
under Chapter 713.06 of the Florida Statutes have been delivered to City. [CITY: DOES FINAL
COMPLETION ALSO INCLUDE BEING OPEN FOR BUSINESS TO THE GENERAL
PUBLIC?]
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 3.33 “Construction Budget” shall mean the approved budget with respect to each
Major Project Component.

3.34 “Construction Contract” shall mean the approved general contract with respect
to each Major Project Component.

3.35 “Construction Plans” shall consist of the final detailed and completed plans and
specifications for the particular Improvements, including the drawings and specifications which
are in a format with sufficient detail, as required to obtain building permits for such Improvements,
and have been approved by Landlord in accordance with the terms and conditions of this Lease.
Construction Plans shall include, without limitation, infrastructure, elevations, site plans, colors,
Signage plans, lighting, materials, access, utilities, security, setbacks, floor plans and landscaping.

3.36 “Construction Schedule” shall mean the approved construction schedule with
respect to each Major Project Component.

3.37 “Control” means the possession, directly or indirectly (through one or more
intermediaries), of the power or authority to direct or cause the direction of management, policies
or activities of a Person, whether through ownership or control of voting securities or beneficial
interests, by contract or otherwise. “Controls” and “Controlled” shall have correlative meanings.

3.38 “CPI” shall have the meaning ascribed to such term in Section 4.4(A).

3.39 “Days” or “days” shall mean, except as specifically set forth herein, that any period
of time referred to in this Lease of five (5) days or less shall be considered as Business Days, and
that any period of time referred to in this Lease of more than five (5) shall be considered as calendar
days (unless specifically stated to the contrary), but if such period ends on day other than a
Business Day, then such period shall automatically extended until the next Business Day.

3.40 “DE” shall have the meaning ascribed to such term in the recitals to this Lease.

3.41 “Debt Service Coverage Ratio” shall means the ratio of the net operating income
on average of the Project (or the applicable portion thereof) during a consecutive twelve (12)
month period over the annual debt service payable in connection with any and all applicable
Approved Leasehold Mortgages during such twelve (12) month period.

3.42 “Default Rate” shall mean a per annum interest rate equal to the lesser of: (i)
_____________________; or (ii) the highest rate permitted by Applicable Law.

3.43 “Demised Property” shall have the meaning ascribed to such term in the recitals
to this Lease.

3.44 “Department” shall mean the City of Miami Department of Real Estate and Asset
Management or its successor department or agency.

3.45 “Development Concept” shall mean and refer to the overall site plan to
accommodate the Project. An initial site plan generally reflecting the Development Concept as of

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the Lease Execution Date is attached to this Lease as Exhibit “D”. The Development Concept
may be modified in the manner set forth in Section 5.3.

3.46 “Development Plans” shall means those plans approved by City or Landlord
required in connection with the design and construction of the Project, or the applicable portion(s)
thereof being developed at such time including, without limitation: (i) the Construction Plans, (ii)
all application materials or other materials necessary or required in connection with obtaining the
Entitlements; and (iii) any and all other plans, drawings or renderings, including, without
limitation, design development plans, conceptual layouts and artistic or architectural renderings,
elevations or plans.

3.47 “Development Requirements” shall have the meaning ascribed to such term in
Section 5.10(B).

3.48 “Direct Space Lease” means any Space Lease where Tenant is the landlord or sub-
landlord.

3.49 “Direct Space Tenant” means any Space Tenant occupying any portion of the
Improvements pursuant to a Direct Space Lease.

3.50 “Disqualified Person” means any Person who, as of the time when the applicable
transaction occurs or approval or consent of the City Manager is requested: (i) shall have
committed a material breach under any material lease or other written agreement with Landlord;
(ii) has had any criminal felony convictions within the immediately preceding ten (10) years; (iii)
has a reputation (as evidenced by newspaper articles or other media reports of the mainstream
press which are not subsequently retracted) for corrupt or unlawful business dealings; or (iv) is
named on any Government List.

3.51 “Easements” shall have the meaning ascribed to such term in Section 5.13(A).

3.52 “Encumbrances” shall mean any recorded liens, covenants, obligations,

restrictions, easements, encroachments, judgments, claims (including any litigation challenging
the City’s authority to lease the Demised Property to Tenant), mortgages or licenses, including,
without limitation, mechanics liens and materialman’s liens, affecting or attached to the Demised
Property, including without limitation the items included in the Title Commitment Report attached
to this Lease as Exhibit “C”.

3.53 “Entitlements” shall mean such Permits, approvals, zoning changes and any and
all land use approvals from Governmental Agencies necessary to construct, use and operate the
Demised Property in a manner consistent with the Improvements or uses contemplated by the
Project.

3.54 “Event(s) of Default” shall be as defined in Section 21.1(M).

3.55 “Executive Order” shall mean Executive Order No. 13224 (Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism).

3.56 “Fair Market Value” shall have the meaning ascribed to such term in Section 4.
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 3.57 “Final Plans” shall have the meaning ascribed to such term in Section 5.9(B).

3.58 “Government List” shall mean any list issued by a Governmental Agency of
individuals and/or entities engaged in terrorist activities, including, but not limited to, the
following: (i) list of Specially Designated Terrorists (SDTs) issued by OFAC pursuant to
Executive Order 12947; (ii) list of Specially Designated Global Terrorists (SDGTs) issued by
OFAC pursuant to the Executive Order; and (iii) list of Foreign Terrorist Organizations (FTOs)
issued by the United States Secretary of State.

3.59 “Governmental Agency(ies)” shall mean all federal, state, county and municipal
governments, courts and other governmental and quasi-governmental authorities, and the
departments, bureaus, commissions, agencies, boards (including, without limitation, any
environmental protection, planning or zoning board) offices or instrumentalities of any nature
whatsoever thereof, or any other body or bodies exercising similar functions, whether now or
hereafter in existence, having or acquiring jurisdiction over all or any part of the Demised Property
or any aspect of the development or operation of the Project; provided, however, that such term
shall include the City only in its municipal capacity and not its proprietary capacity.

3.60 “Gross Revenues” shall mean all: (i) revenues derived from the use, operation and
management of the Soccer Stadium Development, including, but not limited to, ticket sales and
parking charges; (ii) all revenues derived from Promotional Rights (including Media Rights and
Proprietary Indicia); and (iii) all amounts received by Tenant or any Major Subtenant which is an
Affiliate of Tenant as rent from the sublease of any portion of the Project (including, but not limited
to, the Soccer Stadium Development), less pass-through operating expenses paid by such
subtenant(s) to Tenant or such Major Subtenant under such subleases. Pass-through operating
expenses may include, but shall not be limited to, taxes, insurance expenses and common area
maintenance and security expenses, such as expenses related to the maintenance of parking, soccer
fields and related facilities, landscape, lobbies, elevators and buildings generally, all without mark-
up by Lessee in its capacity as sublandlord or profit to Lessee in its capacity as sublandlord of any
kind [DEFINITION TO BE REVISED AND EXPANDED; NOTE THIS IS NOT PASS-
THROUGHS OVER A BASE YEAR]

3.61 “Hotel” shall mean a first-class hotel which: (i) shall have not less than 750
[units/keys] and not more than ____ [units/keys]; (ii) shall be built to, and operated pursuant to,
the standards of a four (4) diamond hotel or better (as defined in the Hotel Rating Service’s hotel
rating standards); and (iii) shall participate in a franchise system of a national or international hotel
brand approved by the City Manager.

3.62 “Hotel Rating Service” shall mean the American Automobile Association, Mobil,
or any similar rating agency or any successor thereto.

3.63 “Impositions” shall mean all taxes, including, but not limited to, ad valorem taxes,
special assessments, sales taxes, intangible taxes and other charges, impositions, assessments, fees
or any other levies by any Governmental Agency or other entity with appropriate jurisdiction and
any and all liabilities (including interest, fines, penalties or additions) with respect to the foregoing.
The term “Impositions” shall include franchise fees, excises, license and permit fees, levies,
charges and taxes (including ad valorem real estate taxes on the land under the Demised Property

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and/or on the Improvements), personal property taxes, bed taxes, sales taxes, fire fees and parking
surcharges of any kind now or hereafter enacted, whether general or special, ordinary or
extraordinary, foreseen or unforeseen, any of which is properly levied against the Demised
Property and/or Improvements.

3.64 “Improvements” or “Leasehold Improvements” shall mean the Hotel, Soccer

Stadium Development, Office/Retail Project and any other buildings to be constructed on the
Demised Property, and other structures, facilities or amenities, and all related infrastructure,
installations, fixtures, equipment, utilities, site-work and other improvements existing or to be
developed upon the Demised Property. The term “Improvements” shall not, however, include
Public Infrastructure.

3.65 “Initial Term” shall have the meaning ascribed to such term in Section 2.2(A).

3.66 “Inspection Period” shall have the meaning ascribed to such term in Section
5.5(F).

3.67 “Inspection Period Expiration Date” shall mean that date which is days after the
Lease Execution Date.

3.68 “Intercreditor Agreement” shall mean ___________________ [must be

approved by Landlord].

3.69 “Interest” shall have the meaning ascribed to such term in Section 27.12.

3.70 “Landlord” shall have the meaning ascribed to such term in the introductory
paragraph of this Lease.

3.71 “Landlord Default” shall have the meaning ascribed to such term in Section 21.5.

3.72 “Landlord Indemnified Parties” shall have the meaning ascribed to such term in
Section 10.2(A).

3.73 “Lease” shall have the meaning ascribed to such term in the introductory paragraph
of this Lease, and includes all exhibits and schedules thereto and all amendments, supplements,
addenda or renewals thereof.

3.74 “Lease Execution Date” shall mean the last day on which the ________ is
executed, approved and delivered by both Parties.

3.75 “Lease Commencement Date” shall mean that date the conditions precedent set
forth in Article 1 have been satisfied; provided, however, if the Lease Commencement Date has
not occurred by ___________________________, Landlord shall have the right to terminate this
Lease upon notice to Tenant and in the event of such termination, Landlord shall be entitled to
receive from Tenant all costs and expenses incurred by Landlord in connection with the execution,
delivery and administration of this Lease (including, without limitation, cost and expenses for
appraisals, environmental reports, traffic studies and attorneys’ fees).

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 3.76 “Lease Rent Commencement Date” shall mean the later of (i) the date the
Environmental Work has been completed (inclusive of procurement of NFA), (ii) the date the Park
Work has been completed, or (iii) the date the Entitlements for the Soccer Stadium Development
have been obtained, provided that if the Lease Rent Commencement Date shall not have occurred
by _______________, then Landlord shall have the right to terminate this Lease upon notice to
Tenant and in the event of such termination Landlord shall be entitled to liquidated damages in the
amount of $ , plus all costs and expenses incurred by Landlord in connection with the execution,
delivery and administration of this Lease (including, without limitation, cost and expenses for
appraisals, environmental reports, traffic studies and attorneys’ fees).

3.77 “Leasehold Estate” shall mean all of Tenant’s right, title and interest as Tenant
pursuant to this Lease, including, without limitation, the right, title and interest granted hereunder
in and to the Demised Property.

3.78 “Lease Year” shall refer to each twelve (12) month period running from the Lease
Commencement Date and each anniversary thereof.

3.79 “Leasehold Mortgage” or “Mortgage” shall mean a mortgage or mortgages or

other similar security agreements given to any Leasehold Mortgagee of Tenant’s leasehold interest
hereunder (or subtenant’s subleasehold interest, as applicable), and shall be deemed to include any
mortgage or trust indenture under which Tenant’s (or subtenant’s, as applicable) interest in this
Lease (or sublease, as applicable) shall have been encumbered, as the same may be increased,
decreased, amended, modified, renewed, extended, restated, assigned (wholly or partially),
collaterally assigned, or supplemented from time to time, unless and until paid, satisfied and
discharged of record.

3.80 “Leasehold Mortgagee” shall mean the holder of a Leasehold Mortgage, as

permitted by this Lease and the successors or assigns of such holder, mortgagee or beneficiary,
and shall be deemed to include the trustee under any such trust indenture and the successors or
assigns of such trust or other collateral agent designated in relation thereto.

3.81 “Legal Holiday” shall mean any day, other than a Saturday or Sunday, on which
the City’s administrative offices are closed for business.

3.82 “Lender” shall mean Leasehold Mortgagee and/or Mezzanine Financing Source

3.83 “Major Contractor(s)” shall mean each contractor and/or subcontractor under any
Construction Contract.

3.84 “Major Sublease” means any sublease agreement pursuant to which Tenant
subleases a Major Project Component or subleases more than 50,000 square feet.

3.85 “Major Subleasehold Estate” means all of an applicable Major Subtenant’s right,
title and interest as a sublessee pursuant to the applicable Major Sublease, including, without
limitation, the right, title and interest granted thereunder to the Major Project Component demised
thereby.

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 3.86 “Major Subtenant” means any Person using or occupying or entitled to use or
occupy any Major Project Component under a Major Sublease in accordance with the provisions
of this Lease.

3.87 “Major Project Component(s)” means, individually or collectively as the context

so requires, the Hotel, the Stadium Development Project or the Office/Retail Project, as the land
for such items is sketched or legally described on Exhibit “L”.

3.88 “Marks” shall mean any and all trademarks, service marks, copyrights, names,
symbols, words, logos, colors, designs, slogans, emblems, mottos, brands, designations, trade
dress, domain names and other intellectual property (and any combination thereof) in any tangible
medium.

3.89 “MAS” shall mean Jorge Mas and Jose R. Mas.

3.90 “Material Changes” shall mean a modification to the proposed Improvements that
materially [CITY: FLESH OUT] deviates from the Development Concept or the Plans and
Specifications previously approved by Landlord, as determined by Landlord in its sole but
reasonable discretion. “Material Changes” include, without limitation, such changes that (i)
decrease the square footage of the Improvements, (ii) increase the square footage of the
Improvements approved through the Plans and Specifications by more than five percent (5%) in
the aggregate as depicted on the prior approved Plans and Specifications, (iii) move the footprint
of any structure closer to N.W. 37th Avenue, (iv) modify or relocate ingress or egress locations in
the approved Development Plans, or (v) increase traffic in, to and/or around the Project, as
determined by Landlord in each instance.

3.91 “MBU” shall have the meaning ascribed to such term in the recitals to this Lease.

3.92 “Media Rights” means the right to control, conduct, sell, license, publish, authorize
and grant concessions and enter into agreements with respect to all media, means, technology,
distribution channels or processes, whether now existing or hereafter developed and whether or
not in the present contemplation of the Parties, for preserving, transmitting, disseminating or
reproducing for hearing or viewing, events occurring within the Demised Property and descriptions
or accounts of or information with respect to such events, including by internet, radio and
television broadcasting, print, film, photographs, video, tape reproductions, satellite, closed circuit,
cable, digital, broadband, DVD, Blu-ray, satellite, pay television, streaming and all comparable
media.

3.93 “Mezzanine Financing” shall mean a loan or equity investment made by any
Mezzanine Financing Source to provide financing or capital for the Project or any portion thereof,
which shall be subordinate to the first Leasehold Mortgage or other secured lender and may be
secured by, inter alia, a mortgage and/or a pledge of any direct or indirect equity or other
ownership interests in Tenant or a subtenant or structured as a preferred equity investment with
“mezzanine style remedies,” the exercise of which would result in a change of Control.
Notwithstanding the foregoing, if an Approved Leasehold Mortgagee takes the pledge of any direct
or indirect equity or other ownership interests in Tenant or a subtenant as additional collateral to
secure a loan made by such Approved Leasehold Mortgagee to Tenant or a subtenant (i.e., in

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addition to a Leasehold Mortgage), then, for purposes of this Lease, the Leasehold Mortgagee shall
have the rights of any Approved Mezzanine Financer provided herein.

3.94 “Mezzanine Financing Source” shall mean one or several lenders, other providers
of debt financing or equity investors providing Mezzanine Financing for the construction or
development of any portion of the Project, or any trustee or collateral agent acting for their benefit.

3.95 “Minimum Rent Payment” shall mean the sum of Three Million Five Hundred
Seventy-Seven Thousand and No/100 Dollars ($3,577,000.00) per Calendar Year, as adjusted from
time to time pursuant to Section 4.4.

3.96 “MFP” shall have the meaning ascribed to such term in the introductory paragraph
of this Lease.

3.97 “MLS” shall have the meaning ascribed to such term in the recitals to this Lease.

3.98 “Non-Disturbance Agreement” shall mean a non-disturbance agreement in

accordance with Article 18 and Exhibit “M” with respect to an Approved Leasehold Mortgage,
a non-disturbance agreement in accordance with Article 18 and Exhibit “N” with respect to an
Approved Major Subleasehold Mortgage, and a non-disturbance agreement in accordance with
Article 19 and Exhibit “O” with respect to a Major Subtenant.

3.99 “Non-Party Affiliates” shall have the meaning ascribed to such term in Section
27.20.

3.100 “Notice” shall have the meaning ascribed to such term in Section 23.2.

3.101 “Notice to Proceed” shall mean the written notice Tenant (or its subtenant or
assignee) gives to any prime construction contractor to proceed with construction, demolition, or
other development work on or adjacent to the Demised Property, for any Phase, or any portion
thereof.

3.102 “OFAC” shall mean the Office of Foreign Assets Control.

3.103 “Operating Team” shall mean the City-approved: (i) franchisor or licensor, if
applicable, of the Hotel; (ii) operator or manager of the Soccer Stadium Development; and (iii)
operator or manager of the Office/Retail Project.

3.104 “Option” or “Options” shall have the meaning ascribed to such term in Section
2.2(B) of this Lease.

3.105 “Parent Tract” shall have the meaning ascribed to such term in the recitals to this
Lease.

3.106 “Park Rehabilitation Agreement” shall have the meaning ascribed to such term
in the recitals to this Lease.

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 3.107 “Park Site Development” or “Park Work” shall mean the development of the
Public Park Parcel in accordance with the Park Rehabilitation Agreement.

3.108 “Partial Taking” shall have the meaning ascribed to such term in Section 20.2.

3.109 “Parties” or “Party” shall have the meaning ascribed to such terms in the
introductory paragraph of this Lease.

3.110 “Payment and Performance Bond” shall have the meaning ascribed to such term
in Section 5.12(B).

3.111 “Permit” shall mean any permit or authorization issued or required to be issued by
the appropriate Governmental Agency and/or department authorized to issue such permits or
authorizations, including, but not limited to, applicable permits for construction, demolition,
installation, foundation, dredging, filling, alteration, repair or installation of any building,
structure, sanitary plumbing, water supply, gas supply, electrical wiring or equipment, elevator or
hoist, HVAC, sidewalk, curbs, gutters, drainage structures, paving and the like.

3.112 “Permitted Uses” shall mean those listed on Exhibit “F” or otherwise approved
in writing by the City Manager.

3.113 “Person” means any individual, corporation, partnership, joint venture, limited
liability or other company, association estate, trust, firm, unincorporated association, other legal
entity or investment enterprise, any Governmental Agency, and any fiduciary acting in such
capacity on behalf of any of the foregoing.

3.114 “Personal Property” shall mean any and all items of personal property which are:
(i) located on the Demised Property and/or the Improvements but not permanently attached thereto
and incorporated therein; and (ii) any and all trade fixtures (i.e., fixtures which can be removed
without permanently defacing or materially injuring any of the Improvements) located on the
Property and/or the Leasehold Improvements.

3.115 “Phase(s)” shall have the meaning set forth in Section 5.2.

3.116 “Plans and Specifications” shall have the meaning ascribed to such term in
Section 5.9(B) and shall further include the plans and specifications for all the work in connection
with the demolition or alteration of any existing improvements, any new construction on the
Demised Property, and the alteration, construction and reconstruction of any portion of the Project
or other work required to be done or performed hereunder, and shall include any changes, additions
or modifications thereof, provided the same are approved by the City Manager to the extent
required herein.

3.117 “Prohibited Uses” shall mean those listed on Exhibit “G”.

3.118 “Project” shall have the meaning ascribed in such terms in the recitals to this Lease.

3.119 “Promotional Rights” means and includes any and all of the following rights as
applied to, arising out of or connected in any way with MLS, Tenant, MBU, the Proprietary Indicia,

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MBU’s MLS operating rights, the Soccer Stadium Development, and stadium events and other
permitted uses of the Soccer Stadium Development:

(a) rights of exploitation, in any format now known or later developed, through
advertising, promotions, marketing, merchandising, licensing, food services, franchising,
sponsorship, publications, hospitality events or through any other type of commercial or
promotional means, including, but not limited to, advertising by interior, exterior or perimeter
signage, through printed matter, such as programs, posters, letterhead, press releases, newsletters,
tickets, photographs, franchising, concessions, restaurants, party rooms, uniforms, schedules,
displays, sampling, premiums and selling rights of any nature, the right to organize and conduct
promotional competitions, to give prizes, awards, giveaways, and to conscript official music, video
or other related data or information;

(b) Media Rights, in any format now known or later developed, including, but
not limited to, the right to broadcast, transmit, display and record images and recordings, in any
and all media now known or hereafter devised, including, but not limited to, radio, television,
cable, satellite and internet; [NOTE: Sharing of data rights are not addressed.]

(c) rights to name any structure or area within the Demised Property, including
any portion of the Soccer Stadium Development; and

(d) rights to create, use, promote and commercialize any representation of any
structure within the Demised Property, in whole or in part, or the name or contents thereof, for
licensing, promotional, publicity, general advertising and other suitable purposes, including, but
not limited to, the creation, use, promotion and commercialization of text, data, images,
photographs, illustrations, animation and graphics, video or audio segments of any nature, in any
media or embodiment, now known or later developed; and all other rights of marketing and
advertising, exploitation, in any format, now known or later developed, and associated promotional
opportunities.

3.120 “Proprietary Indicia” means all Marks, together with any other trademarked,
copyrighted or copyrightable properties, in any format now known or later developed, that are or
become owned or controlled by MBU, Tenant, MLS or any Affiliate thereof, which are or become
commercially identified or associated with MBU, Tenant, MLS or any Affiliate thereof, or are now
or hereafter licensed by or to MBU, Tenant, MLS or any Affiliate thereof.

3.121 “PSA” shall have the meaning ascribed to such term in the recitals to this Lease.

3.122 “Public Infrastructure” shall mean all off-site infrastructure (i.e., not located
within the Demised Property) required by any platting and permitting process for the Project,
including, but not limited to, the provision of, or upgrades and additions to, (i) storm water
management/drainage systems; (ii) grading and paving; (iii) water distribution and sanitary sewer
systems; (iv) electrical distribution and telecommunications systems; and (v) off-site roadway
improvements. [CITY: NOT CLEAR IF THE TENANT IS RESPONSIBLE FOR COMPLETING
THE PUBLIC INFRASTRUCTURE, AND BY WHAT DEADLINE.]

3.123 “Public Park Parcel” or “Park” shall mean the property intended for the
development of a public park and legally described in Exhibit “E”.
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 3.124 “Referendum” shall have the meaning ascribed to such term in the recitals to this
Lease.

3.125 “Repairs” shall have the meaning ascribed to such term in Section 12.1.

3.126 “Required Equity Investment” shall mean an equity investment in the Project
provided by Tenant (exclusive of Mezzanine Financing and financing secured by Leasehold
Mortgages) in an amount equal to or greater than __% of the total fair market value of the
applicable Improvements, as determined by Landlord in its sole discretion. The foregoing sum
shall include all demonstrable hard costs and soft costs reasonably related to the Project expended
or reimbursed by Tenant.

3.127 “Rent” shall include, without limitation, all Base Rent and Percentage Rent and
any other additional rent or sums of any kind or nature owing or which may be owing from Tenant
or Stadium Tenant to Landlord pursuant to the provisions of this Lease or Stadium Lease.

3.128 “Replat” shall have the meaning ascribed to such term in Section 5.10(A).

3.129 “Sanctioned Country” shall mean any country or territory subject to

comprehensive Sanctions (as of the Lease Execution Date and without limitation, Cuba, Iran,
North Korea, Syria, and the Crimea region of Ukraine).

3.130 “Sanctions” shall mean economic sanctions administered by OFAC, the U.S.
Department of State, or any other applicable economic sanctions authority.

3.131 “Schematic Design Package” shall have the meaning ascribed to such term in
Section 5.9(A).

3.132 “Signage” means all signage (whether permanent or temporary) in or on the

Demised Property, including scoreboards, digital displays, jumbotron or other replay screens,
banners, fascia boards, displays, message centers, advertisements, signs, digital displays, and
marquee signs.

3.133 “Soccer/MLS Documents” shall mean such agreements covering the Soccer
Stadium Development as City shall require, including, without limitation, a
development/construction administration agreement, a Stadium Lease Operating Agreement, a
non-relocation agreement, shared services/infrastructure agreement and licensing agreement.

3.134 “Soccer Stadium Lease” shall have the meaning ascribed to such term in the
recitals of this Lease

3.135 “Soccer Stadium Development” shall have the meaning ascribed in such terms in
the recitals to this Lease.

3.136 “Space Lease” shall mean any sublease or sub-sublease or other arrangement
between Tenant or any Major Subtenant, as sublessor, and a Space Tenant, as sublessee, for the
leasing of any portion of any other space within the Improvements in accordance with Article 19.
The term “Space Leases” includes Direct Space Leases, but does not include Major Subleases.

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 3.137 “Stadium” shall have the mean a First Class Soccer Stadium, having the capacity
for approximately 25,000 seats.

3.138 “Stadium Lease ” shall have the meaning ascribed to such term in the introductory
paragraph of this Lease.

3.139 “Stadium Parcel” shall have the meaning ascribed to such term in the recitals of
this Lease.

3.140 “Stadium Tenant” shall have the meaning ascribed to such term in the introductory
paragraph of this Lease.

3.141 “Space Tenant” means any tenant, subtenant, licensee and other occupant
(including, but not limited to, any Direct Space Tenant) of any portion of the Improvements
pursuant to a Space Lease. The term “Space Tenant” does not include any Major Subtenant.

3.142 “Taking” shall mean the exercise of the power of eminent domain as described in
Section 20.1.

3.143 “Targeted Tax” shall mean any Imposition or surcharge imposed by the City, or
any Governmental Authority created by, or directly or indirectly controlled by, the City, which
Imposition (a) is assessed, levied, charged, confirmed or imposed upon or with respect to, or
payable out of or measured by, the proceeds resulting from the sale of tickets or other admissions
charges for, or the number of, admissions to live or video broadcast entertainment events,
including, without limitation, professional or amateur sports events or exhibitions, concerts or
general, family or other targeted audience shows, performances, or exhibitions, (b) is assessed,
levied, charged, confirmed or imposed upon or with respect to, or payable out of our measured by,
the proceeds resulting from charges for parking within the Demised Property or the cost or value
thereof, or (c) is an Imposition that by its terms or effect is not of general application, but rather
exclusively or disproportionately is imposed upon or impacts (i) MBU and/or MFP, (ii) any of the
professional sports teams alone, or in combination with one or more of the others or in combination
with other professional sports teams playing their home games in venues located in the City, (iii)
the parking within the Demised Property, (iv) the development of the Project alone or in
conjunction with some or all venues in the City or Miami-Dade County where professional or
amateur sports events or exhibitions, concerts or general, family or other targeted audience shows,
performances or exhibitions are conducted, or (v) any patron of the Project or seller of tickets to
events within the Demised Property by reason of an Imposition imposed upon or measured by the
attendance at any event, exhibition, concert, show or performance of the type presented at the
Demised Property or at some or all of the comparable venues within the City. Notwithstanding the
foregoing, the term Targeted Tax does not include franchise or income taxes of general application
throughout the City or sales or use taxes of general application throughout the City that do not
disproportionately impact the sales or use of items of a type primarily sold or used at the Demised
Property alone or in combination with other similar properties or venues and not in the general
business community..

3.144 “Tenant” or “Lessee” shall have the meaning ascribed to such term in the
introductory paragraph of this Lease.

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 3.145 “Term” or “Lease Term” shall have the meaning ascribed to such term in Section
2.2(B) of this Lease.

3.146 “Termination Fee” shall have the meaning ascribed to such term in Section 27.19
of this Lease.

3.147 “Total Taking” shall have the meaning ascribed to such term in Section 20.1.

3.148 “Transportation Management Plan” shall have the meaning ascribe to such term
in Section 5.18.

3.149 “Unavoidable Delays” shall mean delays beyond the control of a Party required to
perform, such as delays due to strikes; a natural catastrophe, such as an earthquake, hurricane,
flood or tornado, that could not have been prevented; fires; enemy action; civil disturbance;
sabotage; restraint by court or public authority; litigation or formal administrative challenges by
third parties to the execution or performance of this Agreement or the procedures leading to its
execution or to the process of entitlement for the Demised Property; or moratoriums.
Notwithstanding anything in this Agreement to the contrary, if a Party shall be delayed in the
performance of any act required under this Agreement by reason of any Unavoidable Delay, then
provided notice of the Unavoidable Delay is given to the other Party within ten days after its
occurrence, performance of the act shall be excused for the period of the delay and the period for
the performance of the act shall be extended for a reasonable period, in no event to exceed the
lesser of ______ days or a period equivalent to the period of the delay. The provisions hereof shall
not operate to excuse MFP from the payment of Rent or from the obligations to maintain insurance.
Delays or failures to perform resulting from lack of funds or the increased cost of obtaining labor
and materials shall not be deemed delays beyond the direct control of a Party.

3.150 “Voting and Operational Control”, as used with respect to any Person, means
that such Person: (i) owns, directly or through one or more intermediary Persons, not less than
Twenty Percent (20%) of the ownership interests of another Person; and (ii) has voting and day-
to-day control over the operation, management and decision-making of such other Person, subject
to usual and customary consent rights of other investors with respect to certain “major” decisions
or actions.

3.151 “Work” shall mean all work to be performed by Tenant under this Lease, including
any repairing, restoring, removing, or replacing of the Improvements.

RENT

4.1 Annual Rent.

4.1.1 Rent During Term. Tenant covenants and agrees to pay to Landlord annual
rent (the “Annual Rent”) equal to (i) $ [initial Fair Market Value to be inserted here] (the “Base
Rent”) plus (ii) the amount by which five percent (5%) of Gross Revenues in any Calendar Year
exceeds the annual amount of the Base Rent (the “Percentage Rent”); provided, that in no event
shall Annual Rent be less than the Minimum Rent Payment. [CALCULATION OF INITIAL FAIR
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MARKET VALUE RENT TO BE DETERMINED PRIOR TO SIGNING. CURRENT
PROCEDURE REQUIRED BY COMMISSIONERS CALLS FOR VALUATIONS TO BE
MADE BY DELOITTE AND HOULIHAN LOKEY WITH PEER REVIEW BY KTR REAL
ESTATE ADVISORS]

4.1.2 Rent During Period Between Lease Execution Date and Commencement of
Term. During the period between the Lease Execution Date and the Lease Commencement Date,
Tenant shall pay the Minimum Rent Payment to Landlord [CITY: OPEN]

4.1.3 Reset of Base Rent. [CITY: OPEN. CITY SHOULD CONSIDER

PERIODIC ADJUSTMENTS (I.E., EVERY 5-10 YEARS) IN BASE RENT TO ACCOUNT FOR
CHANGES IN FAIR MARKET VALUE]

4.2 Payment of Base Rent and Percentage Rent. The Base Rent shall be payable each
year, in advance, on the __ day of each ______ during the Term. The Percentage Rent shall be
payable each year, in arrears, on March 31st of each Calendar Year commencing on the Lease Rent
Commencement Date. If the Lease Rent Commencement Date occurs on a day other than March
31st, the Annual Rent for the period from the Lease Rent Commencement Date until the March
30th next following shall be prorated accordingly. The Annual Rent shall be payable to Landlord,
City of Miami Department of Finance, Attn: Treasury Management/Receipts, 444 SW 2nd Avenue,
6th Floor, Miami, FL 33130, or at such other place and to such other person as Landlord may from
time to time designate in writing, as set forth herein.

4.3 Percentage Rent Calculated for Final Determination.

(A) Tenant shall deliver to the City an audited statement in accordance

with Section 4.11 below, prepared by a nationally recognized accounting firm approved in writing
by the City Manager, that includes (i) a calculation of the amount of Gross Revenues for the
immediately preceding Calendar Year and a calculation of the amount of the Annual Rent payable
by Tenant for the immediately preceding Calendar Year (the “Certificate of Payment”) and (ii)
payment in the amount of the applicable Annual Rent for the immediately preceding Calendar
Year as set forth in the Certificate of Payment, together with any applicable sales or other tax
thereon [CITY: THIS IS IN ARREARS; DOES CITY PREFER THAT LANDLORD PAY
ESTIMATED AMOUNT IN ADVANCE BASED ON PROJECTIONS?].

(B) Major Subleases. Each Major Sublease shall require that the
applicable Major Subtenant furnish similar statements to Tenant in the same manner as provided
for by Section 4.3(A) above. Upon Tenant’s receipt of such statements, Tenant shall promptly
furnish copies thereof to Landlord.

4.4 Adjustment of Base Rent Payment.

(A) Commencing with the second (2nd) anniversary of the Lease

Execution Date and for each additional anniversary thereafter, the Base Rent amount will be
adjusted by positive changes from the prior year in the annual National Consumer Price Index
(“CPI”) for all Wage Earners & Clerical Workers, U.S. City Average (All items: 1982-84=100)
issued by the U.S. Department of Labor, Bureau of Labor Statistics or any successor agency of the
United States that shall issue indices or data of similar type; provided, however, that: (i) in no
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event shall such adjustment result in a decrease in the Base Rent amount; (ii) no such increase shall
be less than one percent (1%) or more than five percent (5%) in any one (1) year. If such index is
discontinued during the Term and there is no successor index, “CPI” shall mean such other index
as the Parties shall mutually agree as reasonably replacing such index.

(B) If any such CPI adjustment is to be made, then Landlord shall notify
Tenant in writing of the amount of the increased Base Rent amount for the applicable Lease Year
commencing on the date of the adjustment, and if Landlord fails to so notify Tenant prior to the
commencement of such Lease Year, Tenant shall continue paying the previously applicable Base
Rent amount until such time as Tenant is notified in writing of the appropriate increase in the Base
Rent amount, and within thirty (30) days thereafter, Tenant shall pay Landlord any deficiency in
the Base Rent amount otherwise paid by Tenant prior to such notification.

4.5 Security Deposit. Prior to the execution and delivery of this Lease, Tenant shall
either deliver the amount of ________________ and No/100 Dollars ($____________) to
________ (“Escrow Agent”) by wire transfer, or provide to Landlord, at Tenant’s sole cost and
expense, a letter of credit, in form and content satisfactory to the City Manager, in the same amount
(in either case, the “Security Deposit”). [CITY: IS A LETTER OF CREDIT ACCEPTABLE?]
Notwithstanding the foregoing, Tenant shall be permitted to utilize any combination of cash or
letter of credit so long as the Security Deposit equals ____________ and No/100 Dollars
($________________) in the aggregate. The Security Deposit shall provide security for the faithful
performance by Tenant of all of the provisions of this Lease to be performed or observed by
Tenant. Any Security Deposit held by Escrow Agent shall be held in accordance with an Escrow
Agreement in form and substance to be agreed upon by the Parties (the “Escrow Agreement”).
The Escrow Agreement shall be executed by Landlord, Tenant and Escrow Agent simultaneously
with the execution of this Lease. The Escrow Agreement shall remain in effect for so long as this
Lease remains in effect. Upon the expiration or termination of this Lease, Landlord shall, within
forty five (45) days after written request of Tenant, return and/or release the applicable amount of
the Security Deposit currently held by Landlord to Tenant (less such portion thereof as Landlord
may have applied in accordance with the provisions of this Lease and/or the Escrow Agreement).

4.6 Default Interest. If any Rent or other sums due from Tenant to Landlord are not
paid when due and payable, then such unpaid Rent or other sums shall bear interest at the Default
Rate from and after the date when same became due and payable until the date paid. Such interest
payment shall be deemed to be additional Rent and shall not be deemed consent by Landlord to
late payments, nor a waiver of Landlord’s right to insist upon timely payments at any time, nor a
waiver of any right or remedies to which Landlord is entitled as a result of the late payment.

4.7 Late Charge. If any Rent or other sums due from Tenant to Landlord hereunder
are not paid when due and payable, and Tenant thereafter fails to cure such default within the
applicable cure period hereunder (such that an Event of Default occurs on account thereof), then,
on each such occasion, Tenant shall pay to Landlord a late fee equal to Five Percent (5%) of the
past due sum, as compensation to Landlord for the inconvenience of the collection and processing
of each such late payment. Such late fee shall be in addition to any interest payable under Section
4.6. Such late fee shall be deemed to be additional Rent and shall not be deemed a consent by
Landlord to late payments, nor a waiver of Landlord’s right to insist upon timely payments at any

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time, nor a waiver of any rights or remedies to which Landlord is entitled as a result of the late
payment.

4.8 Rent To Be Without Deduction/Net Lease.

(A) Landlord shall receive all Rent, and all other payments to be made
by Tenant, free from any charges, assessments, Impositions, expenses, defenses, set-offs or
deductions whatsoever of any nature, except as may be otherwise specifically provided for herein.
Landlord shall not be called upon or be required or responsible to make any expenditure for the
maintenance, repair or preservation of all or any portion of the Demised Property.

(B) The Rent shall be absolutely net to Landlord, free of any expense,
charge, or other deduction whatsoever as to the Demised Property or the ownership, leasing,
operation, management, maintenance, repair, replacement, use or occupation of the Demised
Property, or any portion of the Demised Property (including any and all fees and charges payable
for the Demised Property and to any association established in connection with the Demised
Property). Landlord shall not be required to furnish any service or facility whatsoever to the
Demised Property, or make any payment of any kind whatsoever or be obligated or liable under
this Lease, except as otherwise specifically set forth in this Lease. Tenant hereby assumes the full
and sole responsibility for the condition, operation, repair, alteration, improvement, replacement,
maintenance and management of the Demised Property and any portion of them, except as
otherwise specifically provided for in this Lease. Tenant shall pay any applicable sales tax,
documentary stamp taxes and/or intangible taxes or any applicable tax now or hereafter imposed
which might be payable, owed, claimed, assessed or due in connection with this Lease (including
any Rent payments) and will indemnify, defend, and hold Landlord harmless from and against any
claims relating to the payment, imposition or collection of such taxes, including attorneys’ fees
incurred by Landlord. Landlord shall not be responsible for any loss or damage to any property of
Tenant or any subtenant, franchisee, concessionaire or other user or occupant of all or any portion
of the Demised Property.

(C) It is intended that this Lease be construed as a “bond type lease” and,
except as otherwise specifically provided in this Lease, (a) this Lease shall not terminate nor shall
Tenant have any right to terminate this Lease; (b) Tenant shall not for any reason whatsoever be
entitled to any abatement, deduction, deferment, suspension, or reduction of, or set-off, defense,
or counterclaim against, any rent, charge, or other sums payable by Tenant under this Lease; (c)
except as otherwise specifically provided in this Lease, the respective obligations of Landlord and
Tenant shall not be affected by reason of damage to or destruction of all or any portion of the
Demised Property from whatever cause, any Taking by condemnation, eminent domain or
agreement between Landlord and those authorized to exercise such rights, the lawful or unlawful
prohibition of Tenant’s use of all or any portion of the Demised Property, any default or breach of
any warranty by Landlord under this Lease or any other agreement between Landlord and Tenant,
or for any other cause whether similar or dissimilar to the foregoing. It is the intention of the Parties
that the obligations of Landlord and Tenant under this Lease shall be separate and independent
covenants and agreements, and that the Rent and all other charges shall continue to be payable in
all events unless the obligations to pay shall be terminated under the express provisions of this
Lease. Tenant covenants and agrees that it shall remain obligated under this Lease in accordance
with its terms, and that it will not take any action (except as expressly provided in this Lease) to

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terminate, cancel, rescind, or void this Lease for any reason whatsoever, including, any
bankruptcy, insolvency, reorganization, composition, liquidation, dissolution, or other proceedings
affecting Landlord or any assignee of, or successor to, Landlord, and notwithstanding any action
as to this Lease that may be taken by a trustee or receiver of Landlord or any assignee of, or
successor to, Landlord or by any court in any such proceeding.

(D) Tenant shall pay Rent to Landlord in lawful United States currency.
All Base Rent shall be payable in annual installments, in advance, beginning on the Lease Rent
Commencement Date, and continuing on the day of every thereafter during the Lease Term. Unless
otherwise expressly provided, all monetary obligations of Tenant to Landlord under this Lease, of
any type or nature, other than Base Rent [and Percentage Rent], shall be denominated as additional
rent. Except as otherwise provided, all additional rent payments are due ten days after delivery of
an invoice. Landlord shall have the same rights and remedies for defaults in the payment of
additional rent as provided in this Lease for defaults in the payment of Base Rent. Tenant shall pay
monthly to Landlord any sales, use, or other tax (excluding state and federal income tax) now or
hereafter imposed on any Rent due under this Lease. All Rent shall be paid to Landlord without
demand, setoff, or deduction whatsoever, except as specifically provided in this Lease, at
Landlord’s Notice address, or at such other place as Landlord designates in writing to Tenant.
Tenant’s obligations to pay Rent are covenants independent of the Landlord’s obligations under
this Lease.

4.9 Lien for Rent. The whole amount of the Rent, and each and every installment, and
the amount of all taxes, assessments, water rates, insurance premiums and other charges and
Impositions paid by Lessor under the provisions of this Lease, and all costs and reasonable
attorneys’ fees which may be incurred by Lessor in enforcing the provisions of this Lease or in
carrying out any of the provisions of this Lease, shall be and are deemed to constitute a valid lien
upon the Leasehold Improvements and the Leasehold Estate, which lien may be enforced by all
remedies available at law and in equity. Such lien is in addition to any other liens available under
common law, pursuant to statutes, or otherwise.

4.10 Records of Sales.

(A) Maintenance of Records. During the Lease Term, Lessee shall

maintain and keep, or cause to be maintained and kept at the Demised Property, a full, complete
and accurate record and account of all Gross Revenues (on an accrual basis) arising or accruing by
virtue of the operations conducted at or from the Demised Property, for each day of the Lease
Term, together with audited annual financial statements, federal and state (if applicable) income
tax returns, Florida sales tax returns and other returns or evidence reasonably acceptable to Lessor
of the payment of all other required Impositions, statements of revenues and fees charged,
agreements entered into by Lessee with respect to the Project, bank statements and deposit slips,
cash receipt journals, general ledgers and any other appropriate documentation as may be
reasonably required by generally accepted accounting practices for the applicable industry(ies).

(B) Availability of Records for Inspection. At all times during the

Lease Term, upon providing fourteen (14) days’ prior written notice to Lessee, all then existing
records and accounts and all other supporting records which are located at the Property pursuant
to this Section 4.10 shall be available for inspection and audit by Lessor and its duly authorized

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agents or representatives during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday each
Business Day. All such records and accounts shall be in accordance with generally accepted
accounting principles.

(C) Accounting, Control Equipment. Lessee must provide point of

sale machines or such other cash registers or accounting control equipment reasonably necessary
for proper control of cash and payments, whether such transaction is a cash or credit transaction.

(D) Required Period for Preserving Records. Lessee shall keep and
preserve, or cause to be kept and preserved, the records described in subsection (A) above for not
less than sixty (60) months after the payment of the Percentage Rent due under the terms hereof to
which such records relate. For the same period of time, Lessee shall also retain copies of all sales
and tax returns covering its operations at the Property, and any other governmental tax or other
returns which show Lessee’s sales therein, and shall, upon demand, deliver photographic copies
or computer disks thereof to Lessor at no cost to Lessor.

(E) Cooperation. Lessee shall cooperate with Lessor’s internal auditors

(or such other auditors designated by Lessor) in order to facilitate Lessor’s examination of records
and accounts. Lessee shall allow Lessor or Lessor’s auditors to inspect all or any part of the
compilation procedures for such records and accounts. Such inspection shall be reasonable but
may be made at the sole discretion of Lessor.

4.11 Audit.

(A) Audit by Lessee. Lessee shall deliver or cause to be delivered

within one hundred twenty (120) days after the end of each Calendar Year to Lessor’s Office of
Asset Management, currently located at 444 SW 2 Avenue, Suite 325, Miami, FL 33130, audited
financial statements for such Calendar Year, prepared and certified by a nationally recognized
auditor employed at Lessee’s sole cost and expense (the “Auditor”). Such Auditor shall certify
that: (i) it made a complete examination of the books, state sales tax returns, and federal income
tax returns of Lessee, all Major Subtenants and all Direct Space Tenants which are Affiliates of
Lessee; and (ii) such statement is prepared in accordance with generally accepted accounting
principles and practices and represents the Gross Revenues of Lessee, the Major Subtenants and
such Direct Space Tenants for the period indicated therein (on an accrual basis). Within twenty
(20) days after the delivery of such audited statements, Lessee shall pay to Lessor any unpaid
balance of the Rent or underpayment of Percentage Rent, if any, and Lessor shall credit any
overpayments, if any, towards next accruing Rent installments.

(B) Lessor’s Remedies for Failure to Deliver Audit. In the event

Lessee fails to prepare or deliver the required audited financial statements to Lessor within the
time set forth in subparagraph (A) above, Lessor, upon thirty (30) days’ written notice to Lessee,
may elect to exercise either or both of the following remedies: (i) to treat any continuing omission
as a default of this Lease, subject to applicable notice and cure periods specified in Section 21.1;
and/or (ii) to cause an audit and/or accounting pursuant to the provisions of this Lease to be made
by any auditor of Lessor’s choosing at the sole cost and expense of Lessee. Such audit shall be
binding on Lessee. Lessee shall pay the reasonable cost of such audit within thirty (30) days of
receipt of an invoice for same.

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 (C) Audit by Lessor. In addition to the audit rights specified in
subparagraph (A) above, Lessor shall have the right, upon fifteen (15) days’ prior written notice
to Lessee, to cause a complete audit by a nationally recognized auditor to be made of the
accounting records of Lessee, the Major Subtenants, and any Direct Space Tenants which are
Affiliates of Lessee, in connection with the sales on, from or related to the Demised Property for
the period covered by any Percentage Rent statement furnished by Lessee to Lessor. Any such
audit shall be made at Lessor’s sole cost and expense and must be completed within sixty (60)
months of Lessee’s delivery of such applicable Percentage Rent statement to Lessor. If such audit
shall disclose an underpayment of Rent, Lessee shall pay Lessor any unpaid balance within thirty
(30) days of receipt of notice from Lessor that such balance is due. If such audit shall disclose an
overpayment, Lessor shall credit such overpayment towards next accruing Rent installments.

(D) Continuing Right to Examine. The acceptance by Lessor of

payments of Percentage Rent shall be without prejudice to Lessor’s right to conduct an
examination of Lessee’s books and records of its Gross Revenues and inventories of merchandise
on the Property in order to verify the amount of annual Gross Revenues made by Lessee in and
from the Demised Property. Neither the receipt by Lessor of any statement or any payment of
Percentage Rent for any period, nor the failure of Lessor to make any audit for any such period
shall bind Lessor as to the correctness of any statement or payment, nor bar Lessor from collecting
at any time thereafter the correct Percentage Rent due for such period. Notwithstanding the
foregoing, Lessor shall not re-examine an accounting period which has previously been audited,
unless it has reasonable cause to do so, and Lessor shall in no event go back further than sixty (60)
months from Lessee’s delivery of any applicable Percentage Rent statement.

(E) Comparable Provisions in Major Subleases and Space Leases.

(i) Major Subleases and Non-Direct Space Leases. In each Major

Sublease, Lessee shall include comparable provisions which shall require that the applicable Major
Subtenant comply with the provisions of Sections 4.10 and 4.11 above or require, as to any portion
of the applicable Major Project Component covered by Space Leases, that all of such Major
Subtenant’s Spaces Tenants comply with same. So long as Lessee is using good faith efforts to
enforce such compliance by Major Subtenants, Lessee shall be relieved from any making or
keeping any duplicative reports or otherwise complying with any duplicative procedures.

(ii) Direct Space Leases. In each Direct Space Lease, Lessee shall
include comparable provisions which shall require that the applicable Direct Space Tenant comply
with the foregoing reporting and auditing procedures. So long as Lessee is using good faith efforts
to enforce such compliance by such Direct Space Tenants, Lessee shall be relieved from any
making or keeping any duplicative reports or otherwise complying with any duplicative
procedures.

(iii) Affiliates. Notwithstanding the foregoing, in the case of Major

Subtenants or Direct Space Tenants which are Affiliates of Lessee, only actual compliance by such
Major Subtenants or Direct Space Tenants shall relieve Lessee from any making or keeping any
duplicative reports or otherwise complying with any duplicative procedures.

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 DEVELOPMENT OF LAND AND CONSTRUCTION OF IMPROVEMENTS

5.1 Development of the Demised Property. Tenant shall cause the Project to be
constructed on the Demised Property substantially in accordance with all applicable Development
Plans and with the Project Approvals and the terms and conditions of this Lease. It is understood
that a material inducement for the City entering into this Lease is the expectation, agreement and
requirement that the Demised Property will include, during the entire Term, the Soccer Stadium
Development that serves as the home for the MLS team operated by MBU, or a successor entity.
On or prior to the issuance of a Certificate of Occupancy for the Soccer Stadium Development or
any other structures or improvements on the Demised Property, Tenant shall: (i) complete the Park
Site Development in accordance with and subject to the terms of the Park Rehabilitation
Agreement; and (ii) comply with the requirements of the “No Net Loss Policy” set forth in the
City’s Comprehensive Neighborhood Plan applicable to the re-zoning of property designated civic
space. Tenant’s failure to comply with the “No Net Loss Policy” prior to the Lease Commencement
Date shall be deemed an Event of Default hereunder and shall entitle Landlord to terminate this
Lease.

5.2 Chronological Order of Development. For purposes of City control and

minimizing risk of City re-acquiring a patch-work of partially developed land in the future [CITY:
OPEN], the Parties agree that unless Landlord otherwise consents in writing, the chronology of
the development work for this Project shall be done in the following order/phases (each a “Phase”
and collectively, the “Phases”):

(A) Environmental Work;

(B) Park Work, Infrastructure, Entrance and Interior Roadways and

Soccer Stadium Development;

(C) Hotel; and

(D) Office/Retail Project.

5.3 Development Rights. The Development Concept, including timing and specific
uses set forth in the Development Concept, may be amended, subject to Landlord’s reasonable
approval of any Material Changes in accordance with the City Manager Approval Procedures.
Notwithstanding and prevailing over anything herein to the contrary, in no event shall those
changes or amendments modify, diminish, curtail or relieve in any manner whatsoever, the
obligation of Tenant to undertake and complete the construction of the Soccer Stadium
Development and subsequent operation of the Soccer Stadium and soccer facilities.

5.4 Unavoidable Delays. Other than Tenant’s obligation to pay Annual Rent due to
Landlord, the Party obligated to perform under this Lease shall not be required to perform, and/or
shall be entitled to a reasonable extension of time because of its inability to meet an obligation or
a time frame or deadline specified in this Lease, where such failure or inability to perform is caused
by an Unavoidable Delay.

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 5.5 Commencement of Construction; Outside Date for Completion.

(A) Commencement of Construction; Completion of Construction.

Tenant shall have until ___________ to procure all Entitlements for the Environmental Work and
the Park Work. Tenant shall cause the Commencement of Construction of the Environmental Work
and Park Work on or before the earlier of: (i) [ ] months after the Lease Commencement Date; or
(ii) [_______] months after the Lease Execution Date. [NOTE: IF COMPLETION OF THE
ENVIRONMENTAL WORK AND PARK WORK IS A CONDITION PRECEDENT UNDER
ARTICLE 1, THEN THIS SUB-SECTION SHOULD BE DEALT WITH IN ARTICLE 1]

(B) Tenant shall have until ___________ to procure all Entitlements for
the Soccer Stadium Development. Tenant shall cause the Commencement of Construction of the
Soccer Stadium Development on or before the earlier of: (i) [ ] months after the Lease
Commencement Date; or (ii) [_______] months after the Lease Execution Date.

(C) Tenant shall have until ____________ to procure all Entitlements

for the Hotel and the Office/Retail Project. Tenant shall cause the Commencement of Construction
of the Hotel and the Office/Retail Project on or before the earlier of (i)[____] months after the
Lease Commencement Date or (ii) [_____] months after the Lease Execution Date.

(D) Upon Commencement of Construction of each Phase, Tenant shall

diligently and continuously prosecute Completion of Construction, and Tenant shall achieve
Completion of Construction of: (i) the Environmental Work, the Park Work and the Soccer
Stadium Development within thirty-six (36) months after the Commencement of Construction;
(ii) the Hotel within forty-eight (48) months after the Commencement of Construction; and (iii) the
Office/Retail Project within forty-eight (48) months after Commencement of Construction. [CITY:
MORE MILESTONES?]

(E) Delays and Remedies.

(i) If Tenant fails to cause the Commencement of Construction

on or before the dates set forth in Section 5.5(A) and/or Section 5.5(B) and/or Section 5.5(C), as
applicable, each of Landlord and Tenant shall have the right, to be exercised by delivery of written
notice to the other, to terminate this Lease (such event shall not be deemed an Event of Default
[CITY: OKAY?] and Landlord and Tenant shall have no further obligation to each other under
this Lease, except as to such matters as expressly survive termination); provided, however, if
Landlord’s acts, or failure to act, or if Unavoidable Delays, were the cause of Tenant’s delay to
timely Commence Construction, or Tenant agrees to pay [Additional Construction] Rent in the
manner set forth in Section 5.5(E)(ii), then Landlord shall not have the right to terminate the Lease
as provided herein until the expiration of the extended deadline.

(ii) If Commencement of Construction or Completion of

Construction has not been achieved for deadlines set forth above, or if Tenant has, after
Commencement of Construction, diligently and continuously prosecuted Completion of
Construction, but has not achieved Completion of Construction by the deadlines set forth above,
then Tenant shall have the option to extend such deadlines for up to [three (3) additional years] by
paying Additional Construction Rent (in addition to the Base Rent amount then due and payable);

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provided, however, if Unavoidable Delays, duly requested changes to the Construction Schedule
approved in writing by Landlord or Landlord’s acts or failure to act were the sole cause of Tenant’s
delay to timely Commence Construction or Complete Construction, Tenant shall have additional
time equal to the number of days of delay caused by same, to Commence Construction or Complete
Construction without paying Additional Construction Rent. “Additional Construction Rent”
shall mean an amount of additional rent equal to _________________, which Additional
Construction Rent shall terminate on the date that, as applicable, Tenant Commences Construction
or Completes Construction of the applicable Phase.

(F) Tenant’s Right to Terminate. If within the period between the

Lease Execution Date and the date that days after the Lease Execution Date [OPEN – SHOULD
INSTEAD BE A CONDITION PRECEDENT] (“Inspection Period”), Tenant determines that
Tenant is not able to develop the Project substantially as contemplated in Article 5 and as
illustrated in the Development Concept, then, in addition to any other rights Tenant has hereunder,
Tenant shall have the right to terminate this Lease by giving written notice of termination to
Landlord, which notice shall be delivered no later than five (5) Business Days following the
expiration of the Inspection Period. In such event, this Lease shall terminate fifteen (15) days
following Landlord’s receipt of such notice of termination and any and all construction materials
located on the Demised Property and not incorporated therein may be retained by Tenant. In the
event that Tenant terminates this Lease in accordance with the provisions of this Section 5.5(F):
(i) Tenant shall promptly refill and regrade any excavations and repair any damages resulting from
or caused by its inspections or by the acts or omissions of Tenant or any of its agents, employees,
or contractors, and shall otherwise return the Demised Property and/or Parent Tract (as applicable)
to the condition it was in immediately prior to Tenant’s inspections; (ii) if requested by Landlord,
Tenant shall demolish any partially constructed building or other improvements; (iii) Tenant shall
otherwise promptly and diligently restore the Parent Tract to a condition substantially equivalent
to its condition as of the Lease Commencement Date, and vacate the Demised Property; and (iv)
Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in connection
with the execution, delivery and administration of this Lease (including, without limitation, costs
and expenses for appraisals, environmental reports, traffic studies and attorneys’ fees). Provided
that Tenant satisfies its obligations under this Section 5.5, then Landlord will release any and all
bonds, including Payment and Performance Bonds, provided in connection with the
Improvements. Notwithstanding the foregoing, if Landlord does not request that Tenant demolish
any partially constructed building or other improvements, Tenant shall cooperate with any requests
by Landlord to cause any Construction Contracts to be assigned to Landlord or any entity
designated by Landlord. If Tenant does not terminate this Lease on or prior to the Inspection Period
Expiration Date, then Tenant shall be deemed to have (a) concluded whatever studies, tests,
inspections, evaluations, and investigations Tenant desires related to the Demised Property,
including soil tests, environmental analyses, analyses of any zoning or land use restrictions, and
inspection of the physical condition of the Demised Property, and (b) elected to proceed under this
Lease based upon Tenant’s own due diligence, without reliance upon any representations or
warranties of Landlord of any kind or nature whatsoever, whether express or implied, other than
those expressly contained in this Lease, and to have accepted the Demised Property on an AS
IS/WHERE IS AND WITH ALL FAULTS basis, and to have released Landlord from any liability
for anything whatsoever relating to the condition of the Demised Property (including the
Environmental Condition of the Demised Property). Tenant shall indemnify, defend (with counsel
reasonably acceptable to Landlord), and hold Landlord, its employees, agents, and contractors
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harmless from and against any and all loss, damage, claim, demand, liability, or expense (including
attorneys’ fees) based on any acts or omissions (including negligence) of Tenant, its engineers,
surveyors, consultants, employees, agents, and contractors in connection with Tenant’s inspection
of the Demised Property and/or Parent Tract, including claims relating to nonpayment for services
rendered to Tenant, for construction or mechanics’ liens, and for damages to persons or Demised
Property and/or Parent Tract, caused in whole or in part by acts or omissions of Tenant, its
engineers, surveyors, consultants, employees, agents, and contractors.

5.6 Construction; Delegation; Landlord Joinders. Subject to the terms and

conditions of this Lease and the Stadium Lease, Tenant shall have the right and obligation to
develop and to construct, or cause construction of, all of the Improvements. Subject to Landlord’s
prior written approval, the obligations of the Tenant set forth in this Article 5, and the rights
granted to Tenant, may be undertaken or exercised by any subtenant or assignee of Tenant (which
subtenant or assignee is approved by Landlord, to the extent required by the terms of this Lease)
authorized in writing by Tenant to undertake such obligation or exercise such rights, but no such
undertaking or exercise by any such subtenant or assignee relieve Tenant of its responsibility and
liability to perform such obligations. Upon the request of Tenant but subject to any required
approvals of Landlord pursuant to the terms of this Lease, Landlord, in its capacity as the owner
of the Parent Tract, through the City Manager or his/her designee, as often as required, will
execute, join in, or consent to, any Permits, applications, approvals, agreements, or other
administrative documents necessary for the approval of the Project, the construction of the
Improvements and the Public Infrastructure or the undertaking of the Environmental Activities
contemplated by Article 7. The Permits, applications, approvals, agreements, or other
administrative documents may include, but are not limited to, any Development Requirements and
other documents, easement instruments and/or agreements, including, but not limited to, water and
sewer agreements, non-standard improvement agreements, estoppels and non-disturbance and
attornment agreements, as may be necessary for Tenant to develop and use the Demised Property
in accordance with the Plans and Specifications and the Development Concept. In furtherance
thereof and on the condition that Landlord shall incur no liability, cost, or expense whatsoever in
connection therewith, Landlord shall take such actions as necessary to:

(A) allow for the execution, submittal and, if required, the recording of
any Permits, agreements, temporary or permanent easements, or any covenants or declaration of
restrictions required or requested by the reviewing Governmental Agency, and

(B) accept any conditions related to such Permits, applications,

approvals, agreements, or other administrative documents reasonably imposed by the reviewing
Governmental Agency; provided that any costs associated therewith (including the cost of review
by Landlord) will be assumed by Tenant. Landlord agrees to use reasonable efforts to review and
approve any such requests within thirty (30) Business Days of such request from Tenant. If
Landlord has not provided Tenant with written notice of its approval within the time period set
forth above, Landlord shall be deemed to have refused to consent to the applicable request of
Tenant. In no event shall Landlord be required to respond to any request unless it shall contain the
following legend in ALL CAPS: .

5.7 City’s Rights As Sovereign. The City retains all its sovereign prerogatives and
rights as a City under Applicable Laws, including, but not limited to, matters pertaining to the

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planning, design, construction, development and operation of the Project. It is expressly
understood that notwithstanding any other provisions of this Lease or the Stadium Lease and City’s
status as landlord thereunder:

(A) The City retains all of its sovereign prerogatives and rights and
regulatory authority (quasi-judicial or otherwise) as a City under Applicable Laws (all of which
shall be absolute and unfettered in all respects), and shall in no way be estopped from withholding
or refusing to issue any approvals or applications for building, zoning, planning or development
under present or future laws and regulations whatever nature applicable to the planning, design,
construction and development of the Project, or the operation thereof; provided, without
diminishing the foregoing, that the City (in its capacity as Landlord) agrees to reasonably cooperate
with Tenant in Tenant’s efforts to expedite Permits and Entitlements.

(B) The City shall not by virtue of this Lease, the Stadium Lease, the
Park Rehabilitation Agreement, the Community Benefits Agreement or any other document
associated with the Project be obligated to grant Tenant any approvals of applications for building,
zoning, planning, development or otherwise under Applicable Laws of whatever nature applicable
to the planning, design, construction, development and/or operation of the Project.

(C) Notwithstanding and prevailing over any contrary provision in this

Lease or the Stadium Lease, any City covenant or obligation that may be contained in this Lease
or the Stadium Lease, the Park Rehabilitation Agreement, the Community Benefits Agreement or
any other document associated with the Project shall not bind the City Commission, or any other
City, county, federal or state department or authority, committee or agency (i.e., any Governmental
Agency) to grant or leave in effect any zoning changes, variances, Permits, waivers, contract
amendments, or any other approvals that may be granted, withheld, or revoked by the City or other
applicable Governmental Agencies in the exercise of its/their police power(s). In no event shall
Landlord have any obligations or liabilities to Tenant under this Lease or otherwise on account of
Landlord’s exercise of its sovereign prerogatives and rights and regulatory authority (quasi-judicial
or otherwise) as a City under Applicable Laws.

5.8 Conformity of Plans. Plans and Specifications and Construction Plans, and all
work by Tenant with respect to the Demised Property and Tenant’s design, development and
operation of the Improvements thereon shall be in conformity with this Lease and Applicable
Laws.

5.9 Design Plans; Review and Approval Process.

(A) Schematic Design Package. Tenant and/or Stadium Tenant shall

submit to Landlord schematic design plans for (x) the initial construction of the Improvements,
and (y) such changes and alterations to such Improvements as requiring Landlord approval
pursuant to Section 13.1, at 15% of the overall completion of the design of the applicable
Improvements, setting forth conceptual site layouts and plans, sections and elevations (the
“Schematic Design Package”). The Schematic Design Package shall be submitted to Landlord in
the form of a CAD file, together with a pdf copy, by email, and two (2) hard copy prints. Landlord
shall have a period of thirty (30) days following receipt of the Schematic Design Package and
fifteen (15) Business Days following receipt of any revisions thereto within which to review and

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approve or disapprove the Schematic Design Package or any such revisions in accordance with the
City Manager Approval Procedures; provided, however, that if Landlord shall not have responded
to Tenant or Stadium Tenant with Landlord’s written approval or disapproval of the Schematic
Design Package or any revisions thereto within such thirty (30) day period (or as to revisions, such
fifteen (15) Business Day period), Landlord shall be deemed to have disapproved such Schematic
Design Package or revisions.

(B) Final Plans. Upon approval by Landlord of the Schematic Design

Package, Tenant and Stadium Tenant shall cause the completion of the applicable Project plans
for construction and permitting of such Improvements. During this timeframe, Landlord shall have
the right to review and provide input at the following milestones: 25%, 50%, 75% and 100% of
the completed design; and 25%, 50%, 75% and 100% of the completed construction documents
(the “Final Plans”). The foregoing shall be submitted to Landlord, for review and input, at the
foregoing milestones in the form of a CAD file, together with a pdf copy, by email, and two (2)
hard copy prints. The Final Plans shall be subject to Landlord’s prior approval in accordance with
the City Manager Approval Procedures. Landlord shall not unreasonably withhold, delay,
condition or deny its approval of the Final Plans or any revisions thereto to the extent that such
Final Plans substantially conform in all material respects to the Schematic Design Package or any
revisions thereto approved by Landlord. The Final Plans for the Demised Property, as approved
by Landlord pursuant to this Section 5.9(B), are herein referred to in this Lease as the “Plans and
Specifications.”

(b) Material Changes. In the course of the design or construction of the

buildings and structures set forth in the Development Concept, Tenant may make modifications to
the Plans and Specifications that do not constitute a Material Change, without the approval of
Landlord, provided that Tenant provides written notice to Landlord describing the modifications
and explaining why they do not constitute a Material Change. In the case of a Material Change,
the review process of this Section 5.9 shall apply.

5.10 Subdivision of Demised Property; Permit and Entitlement Approval

(A) Unless otherwise exempted by Applicable Law, (i) promptly

following the Lease Commencement Date, Tenant shall commence and shall diligently pursue the
approval of a replat (the “Replat”) of the Parent Tract for the purpose of:

(i) abandoning and/or relocating those easements located

within the Parent Tract which would interfere with the construction or location of the
Improvements or the Public Infrastructure; and

(ii) abandoning the rights of way currently located within the

Parent Tract.

Except as otherwise provided herein, Tenant shall undertake all obligations incurred in
connection with the approval and recordation of the Replat and the vacation and closure of any
rights-of-way set forth by the existing plat for the Demised Property. Landlord, as the owner in fee
simple of the Demised Property, shall, at no cost or expense to Landlord, give its reasonable
cooperation to Tenant in connection with Tenant’s pursuit of approval of the Replat.

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 (B) Tenant and Stadium Tenant each recognizes that time is of the
essence with respect to the construction of the Project and the procurement of the Permits and
Entitlements (the “Approvals”), which may include, if applicable, without limitation: (i) re-
zoning, warrant, or exception applications, (ii) road/alley closure and relocation petitions, (iii) re-
platting petitions, (iv) environmental and water and sewer agreements or approvals, and (v)
petitions to relocate all public and private utilities, including, without limitation, electric, gas,
cable, telecommunication, water, sewer, and storm drainage facilities, located within the Demised
Property to areas to be located outside the boundary of the Demised Property (collectively, the
“Development Requirements”).

(C) Tenant shall have an affirmative obligation to file all necessary

applications for the Approvals within forty-five (45) days after the Inspection Period Expiration
Date, and to proceed in good faith and with all reasonable diligence to obtain its required
Approvals. Prior to submitting any application for any Approvals to any Governmental Agency,
Tenant and Stadium Tenant shall obtain Landlord’s approval of Tenant’s and Stadium Tenant’s
application, which shall not be unreasonably withheld. Without limiting the generality of the
foregoing, Tenant and Stadium Tenant shall submit to Landlord its proposed site plan for the
Demised Property for Landlord’s approval prior to submission of it to any Governmental
Authority. Tenant and Stadium Tenant shall deliver to Landlord copies of all correspondence,
materials, applications, and supplemental materials relating to the Approvals, including copies of
all work product prepared by Tenant or Stadium Tenant or either’s consultants and representatives.
Tenant and Stadium Tenant shall also provide Landlord with copies of all communications from
applicable Governmental Agency, including requests for additional information and materials and
notices of hearings. Landlord shall cooperate, as may be reasonably necessary, with both Tenants
in their efforts to obtain the Approvals. Notwithstanding anything to the contrary contained in this
Lease, Landlord’s obligation to cooperate as to the Approvals shall be conditioned upon Landlord
thereby assuming or incurring no liability or obligation and no charge, cost, or expense in doing
so. Tenant and Stadium Tenant shall provide Landlord with reasonable advance notice of all
hearings and meetings relating to the Approvals and permit Landlord and Landlord’s consultants
and representatives to attend all meetings and hearings relating to the Approvals. Tenant and
Stadium Tenant shall take no acts which shall have, directly or indirectly, a binding or adverse
effect on the Demised Property without Landlord’s prior written approval, which approval shall
be in Landlord’s sole and absolute discretion. Landlord makes no representations or warranties of
any kind with respect to the Permitted Use or Tenant’s or Stadium Tenant’s ability to obtain the
Approvals. Any and all zoning or other land use approvals obtained by Tenant or Stadium Tenant
as to the Demised Property or “vested rights” accrued in connection with Tenant’s or Stadium
Tenant’s activities relating to zoning and land use approvals for the Demised Property shall accrue
for the benefit of and belong solely to Landlord in the event of a termination of this Lease. If
Tenant or Stadium Tenant terminates this Lease pursuant to any of its rights to do so under this
Section Tenant or Stadium Tenant assigns, transfers, and conveys to Landlord all such approvals
and “vested rights.” This assignment shall be self-operative based solely on this Lease and shall
not require any other action by Tenant or Stadium Tenant in order to effectuate it. However, Tenant
or Stadium Tenant shall promptly execute any instrument in confirmation of this assignment as
Landlord may reasonably request.

(D) Landlord, solely in its proprietary capacity as Landlord under this

Lease, shall act reasonably to expedite any City applications for Permits or Entitlements in
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connection with the permitting and construction of the Project to allow for the undelayed
completion of the Project, and shall endeavor to dedicate at least one member of its building permit
staff or other appropriate staff to serve as a liaison for the Project to expedite the permitting process
and other review and approval processes.

(b) Master Declaration. [CITY: CONSIDER REQUIRING SAME BE

RECORDED BETWEEN MAJOR PROJECT COMPONENTS.

5.11 Landlord Approval Not Governmental Approval. The Department’s and/or

Landlord’s approval of the Development Concept and Plans and Specifications pursuant to this
Lease shall not relieve Tenant or Stadium Tenant of its obligations under law to file such Plans
and Specifications with any department of the City or any other Governmental Agency having
jurisdiction over the issuance of Permits and to take such steps as are necessary to obtain issuance
of such Permits. In connection with the foregoing, Tenant and Stadium Tenant agrees to comply,
in all material respects, with all lawful obligations imposed by the City or other Governmental
Agency having jurisdiction over the issuance of Permits. Tenant and Stadium Tenant each
acknowledges that any approval given by the Department or Landlord pursuant to this Article 5,
shall not constitute an opinion or agreement by Landlord that the Construction Plans are
structurally sufficient or in compliance with any laws or ordinances, and no such approval shall
impose any liability upon Landlord.

5.12 Tenant’s Facilities to be Constructed at No Cost to City. Tenant and/or Stadium

Tenant shall pay the entire cost of all Improvements and any alterations thereof, including the cost
of all utility connections, capacity, concurrency and impact fees payable to any Governmental
Agencies imposing the same, including sewer, water, transportation, school, or educational
facilities or land, park facilities or land, fire/EMS facilities or land, or service impact fees
(collectively, the “Impact Fees”). Notwithstanding anything herein to the contrary, Landlord shall
not be responsible for any costs and expenses whatsoever associated with or related to the
Improvements, including, but not limited to, the design, development, construction, capital
replacement, operation and/or maintenance of the Project. To the extent that Tenant seeks federal
or state economic incentives for the construction and development of the Improvements, the City
shall not be responsible for any matching or other contribution whatsoever, which may be required
as part of such economic incentives.

5.13 Certain Conditions Related to the Notice to Proceed and Commencement of

Construction.

(A) Conditions Precedent to Notice to Proceed and Commencement

of Construction. Before issuance of a Notice to Proceed and the Commencement of Construction
of any portion of the Project, and in addition to the submission and approval process specified in
Article 5 for construction generally, Tenant hereby agrees that it shall satisfy all of the following
conditions precedent with respect to the applicable portion of the Project (but not the entire Project,
it being understood and agreed that the Project will be undertaken in Phases and that not all
Improvements need be constructed simultaneously):

(i) Tenant and Stadium Tenant shall have submitted to the City,
and the City shall have approved, the Construction Budget, the Construction Schedule, the

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Construction Contract, and the Plans and Specifications with respect to the Improvements to be
constructed on the Demised Property for the applicable Phase or sub-phase of construction,
pursuant to Section 5.9;

(ii) Tenant and Stadium Tenant shall have entered into a valid
and binding Construction Contract, in form and content acceptable to Landlord, with a general
contractor acceptable to Landlord, for the construction of the applicable Improvements on the
Demised Property, and Tenant shall have remitted to the Department, in electronic format and as
a hard copy, copies of such Construction Contract;

(iii) Tenant and Stadium Tenant shall have provided to Landlord

proof of the Required Equity Investment;

(iv) Tenant and Stadium Tenant shall have provided to Landlord

firm written commitment(s) or loan documents, in form and content acceptable to Landlord, from
Approved Leasehold Mortgagee(s), and/or Mezzanine Financing Source(s) for financing
construction of the applicable Improvements, with any Intercreditor Agreements being subject to
Landlord’s written approval;

(v) All Governmental Agencies shall have given their

development approvals necessary for commencement of construction of the Improvements on the
Demised Property and have issued all material Permits necessary for the construction of the
Improvements. Tenant shall remit to the Department, in electronic format and as a hard copy,
copies of such granted approvals;

(vi) Landlord shall have approved all Major Contractors;

(vii) The Environmental Work and the Park Work shall have been
completed;

(viii) The Transportation Management Plan shall have been

agreed upon by Landlord and Tenant; and

(ix) Tenant and Stadium Tenant shall have satisfied such other
conditions as City may reasonably require.

(x) MBU shall have obtained all necessary approvals with

regard to the Franchise, Stadium, Stadium Facilities or any other aspect or licensing requirements
from MLS.

(B) Additional Conditions. Before Tenant (or any of its subtenants or

assignees) Commences Construction of the Improvements (or any portion thereof), Tenant (or any
of its subtenants or assignees) shall (or cause its or their prime contractor(s) to) record in the public
records of Miami-Dade County, Florida, a payment and performance bond equal to the total cost
of construction of such portion of the Improvements being constructed, or the applicable portion
thereof attributable to each prime contractor, as reflected in the Construction Contract between
Tenant (or any of its subtenants or assignees) and such prime contractor(s) (the “Payment and
Performance Bond”). Each Payment and Performance Bond shall be in compliance with
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Applicable Laws, including the applicable provisions of Section 255.05, Florida Statutes, and
otherwise in form and content acceptable to Landlord, and shall be issued through a surety
authorized to do business in the State of Florida and acceptable to Landlord. In the event that
Tenant (or any of its subtenants or assignees) satisfies the requirements for a Payment and
Performance Bond through its prime contractor(s), then the Payment and Performance Bond shall
name the Tenant (or any of its subtenants or assignees) and the Landlord as dual obligees. The
rights of Landlord under all Payment and Performance Bonds shall be subordinate to the rights of
any Lender providing construction financing to Tenant (or any of its subtenants or assignees).
Tenant (or any of its subtenants or assignees) shall have the right, from time to time, to substitute
or replace, or cause its prime contractor to substitute or replace, such Payment and Performance
Bonds as deemed necessary by Tenant (or any of its subtenants or assignees) for any portion of
the work, but such substitute Payment and Performance Bonds must comply with all requirements
of this Section.

(C) Alternative Security. Alternatively, Tenant (or any of its

subtenants or assignees) may satisfy the requirements to provide a Payment and Performance Bond
by providing Landlord with an alternate form of security in the form of a certified check that
Landlord may deposit in a Landlord-controlled bank account or an irrevocable letter of credit in a
form and for an amount that is acceptable to Landlord in Landlord’s sole and absolute discretion
(“Alternative Security”) [CITY TO CONFIRM WHETHER THE CONCEPT OF
ALTERNATIVE SECURITY IS ACCEPTABLE], to remain in place until evidence reasonably
satisfactory to Landlord is submitted to demonstrate all contractors performing work related to the
Improvements (or, as applicable, any portion thereof) have been paid and the Improvements (or,
as applicable, any portion thereof) have reached Completion of Construction. The Alternative
Security shall comply with the requirements of Section 255.05(7), Florida Statutes.

(D) Landlord’s Right to Terminate. [CITY: CONSIDER OUTSIDE

DATES AND AMOUNT OF LIQUIDATED DAMAGES]. In addition to any other termination
rights available to Landlord under this Lease (including, without limitation, the termination right
specified in Article 1), if deadlines set forth in Section 5.5(A) are not met by Tenant or if the
Notice to Proceed is not given for _________________, or _________________,
_________________, or _________________, and/or _________________ by
_________________, then Landlord may, upon written notice to Tenant given within ____ days
thereafter, terminate this Lease, whereupon Landlord shall be entitled to liquidated damages in an
amount equal to $__________ plus all costs and expenses incurred by Landlord in connection with
the execution, delivery and administration of this Lease (including, without limitation, cost and
expenses for appraisals, environmental reports, traffic studies and attorneys’ fees).

(E) Progress of Construction; Site Conditions. Subsequent to the

Commencement of Construction, Tenant shall submit reports to the Department, quarterly or at
some other greater frequency reasonably and mutually agreed to by the Parties to this Lease, of
the progress of Tenant with respect to development and construction of the Project. Tenant, by
executing this Lease, represents it has visited the site, is familiar with local and other conditions
under which the construction and development is to be performed, will perform or cause the
performance of all test borings and subsurface engineering, and all other testing, inspection and
engineering, generally required at the site under sound and prudent engineering practices, and will
correlate the results of the test borings and subsurface engineering and other available studies and
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its observations with the requirements of the construction and development of the Improvements
and the Project. Landlord makes no warranty of any kind or nature as to soil and/or subsurface
and/or water conditions or any other conditions of the Demised Property.

5.14 Easement Rights related to Parent Tract; Access to Demised Property.

(A) Contemporaneously with the execution of this Agreement, the City

is granting to Tenant the following easements and/or access rights with respect to the Parent Tract
to conduct environmental inspections in accordance with Section 5.5(F) (collectively, the
“Easements”):

(i) During the Inspection Period, Tenant and Stadium Tenant

shall be given reasonable access to the Parent Tract provided (a) Tenant and Stadium Tenant gives
prior written notice to Landlord of its desire to do so (which notice shall identify the nature and
scope of the work to be performed), (b) Tenant and Stadium Tenant provides liability insurance
(and other insurance reasonably requested by Landlord) relating to such work which is reasonably
satisfactory to Landlord and names Landlord as additional insured, (c) Landlord approves in
writing the nature and scope of the work to be performed, such approval not to be unreasonably
withheld, but to be conditioned on the execution of a site access, confidentiality and
indemnification agreement acceptable to Landlord, and (d) all reports prepared in connection with
any such further inspections are certified to both Tenant and Landlord or a reliance letter shall be
issued to Landlord by the environmental engineer at Tenant’s sole cost and expense (collectively,
the “Access Prerequisites”);

(ii) If Tenant does not terminate during the Inspection Period,

then thereafter, an easement for any land underlying any of the Public Infrastructure as shall be
reasonably requested by Tenant in order for Tenant to improve such land in the manner
contemplated by this Lease but only to the event not governed or controlled by a utility company,
servicer or supplier, in the form of Exhibit “H-2”; and

(iii) If Tenant does not terminate during the Inspection Period,

then thereafter, a construction easement to use portions of the Parent Tract as specified in such
easement for construction and staging for construction of the Improvements or Public
Infrastructure contemplated for the Demised Property, in the form of Exhibit “H-3”.

(B) The Parties to this Lease shall take such necessary steps as are
required to give proper effect to such Easements subject to compliance with the Access
Prerequisites and in accordance with Applicable Laws and the terms of this Lease.

(C) The City shall grant such additional access or other similar
easements on the Parent Tract or any adjacent property owned by the City as the City and the
Tenant may agree upon in writing as are necessary to facilitate the development, construction and
operation of the Improvements contemplated for the Demised Property and the Public
Infrastructure subject to compliance with the Access Prerequisites and in accordance with
Applicable Laws and the terms of this Lease.

(D) City shall provide authorization for Tenant and its agents,
consultants and contractors to, immediately upon the Lease Commencement Date, enter upon the
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Parent Tract in order for them to be able to perform various tests and studies of the Parent Tract,
and other preconstruction work necessary for the development of the Demised Property. The right
of access herein granted with respect to the Parent Tract shall be exercised in such a manner as not
to cause any unreasonable damage or destruction to, or unreasonable interruption or interference
with, the rights of City or others to enter upon or use the Parent Tract. Tenant agrees to repair any
damages to the Parent Tract caused by such work as City shall reasonably require, giving due
weight to any demolition of the improvements on the Parent Tract approved by Landlord subject
to compliance with the Access Prerequisites and in accordance with Applicable Laws and the terms
of this Lease.

5.15 Utilities. Tenant and Stadium Tenant, each at its sole cost and expense, shall install
or cause to be installed all necessary connections between the buildings constructed or erected by
it on the Demised Property, and the water, sanitary and storm drain mains and mechanical and
electrical conduits and other utilities, whether or not owned by Landlord (but which may be owned
by Miami-Dade Water and Sewer Authority or any other Governmental Agency). Tenant and
Stadium Tenant shall pay for all costs, if any, associated with locating, installing and obtaining all
of the required facilities for sewer, water, electrical, and other utilities as needed to service the
Demised Property and the Improvements.

5.16 Title to Improvements. Title to the Improvements and material and equipment
provided by Tenant and Stadium Tenant that are incorporated into or become a part of the Project
(the “Immovable Fixtures”) shall, upon being added thereto or incorporated therein,
automatically vest in Tenant or Stadium Tenant as the case may be, until the expiration or sooner
termination of the Term, whereupon title to the Improvements and Immovable Fixtures
(specifically excluding the Personal Property of Tenant and Stadium Tenant and any subtenants,
subject, however, to Section 7.3 below) shall automatically pass to, vest in, and become the
absolute property of Landlord in fee simple, and free and clear of all encumbrances other than:

(A) The lien of any Impositions assessed but not yet due and payable
(for which Tenant shall remain obligated to pay to the extent that they are allocable to the period
prior to the termination of this Lease);

(B) Any rights surviving an early termination of this Lease (i.e., prior to
the stated expiration date of the Term) which are granted hereunder or under an applicable Non-
Disturbance Agreement (it being understood that any and all rights to possession or occupancy of
the Property and/or the Leasehold Improvements or any portion thereof shall in no event extend
beyond the stated expiration date of the Term, as same may be extended pursuant to Section
2.2(B)); and

(C) Any permitted title exceptions and any other title matters consented
to in writing by the City Manager and Landlord during the Term.

If requested, Tenant and/or Stadium Tenant will convey the Improvements and Immovable
Fixtures to Landlord by special warranty deed upon the expiration or sooner termination of the
Lease.

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 5.17 Off-Site Public Improvements. Any off-site improvements required to be funded,
designed, developed, constructed or contributed by any Applicable Laws (or onsite improvements
needed to be expanded) as a result of Tenant’s development of the Demised Property (all of which
may be considered as part of the Public Infrastructure) shall be funded, designed, developed,
constructed or contributed at no cost to the City. City shall reasonably cooperate with Tenant, at
no cost or expense to City, in connection with Tenant’s efforts to obtain impact fee credits for such
Public Infrastructure as completed by Tenant that otherwise qualify for impact fee credits or
reimbursements under the applicable Codes of Miami-Dade County; provided, however, nothing
contained herein shall limit Tenant’s obligation to pay Impact Fees.

5.18 Designation of Landlord’s Representative. Except as otherwise specifically

provided for in this Lease, the City Manager or his/her designee shall have the power, authority
and right (but not the obligation), on behalf of Landlord (but subject to review by the City
Attorney), in its capacity as Landlord hereunder, and without any further resolution or action of
the City Commission to, so long as such approvals or actions are consistent with Section 27.6 of
this Lease [CITY TO CONFIRM]:

(A) Review and approve, in writing, documents, the Schematic Design

Package, Plans and Specifications, applications (not including funding applications), requests,
estoppels and joinders and consents required or allowed by Tenant to be submitted to Landlord in
accordance with the existing terms of this Lease;

(B) Consent to and approve in writing, actions, events, and undertakings

by Tenant for which consent or approval is required from Landlord under the existing terms of this
Lease;

(C) Make appointments of individuals or entities required to be

appointed or designated by Landlord in this Lease;

(D) Execute Leasehold Mortgage and/or Mezzanine Financing

recognition agreements and the applicable Non-Disturbance Agreements and issue estoppel
statements as provided elsewhere in this Lease;

(E) Execute any and all ministerial documents on behalf of Landlord

necessary or convenient to the foregoing approvals, consents, and appointments; and

(F) Execute on behalf of Landlord the documents, authorizations, and

consents set forth in this Article 5.

5.19 Transportation Management Plan. Attached as Exhibit “I” is a summary of the

components of the initial transportation management plan for the Project, including the initial plans
for the management of traffic during events held at the Soccer Stadium or adjacent Ssoccer
Facilities (the “Transportation Management Plan”). The Parties shall work together, with
applicable Governmental Agencies having jurisdiction related thereto, to finalize the
Transportation Management Plan. The final Transportation Management Plan will consist of
strategies to minimize the impact of the Project on the surrounding communities and shall address,
among other matters, the following: on-site parking opportunities; pedestrian connectivity to the
Public Park Parcel from the residential areas adjacent to the Parent Tract; incentives to be provided
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to patrons of the Project for use of public transportation; parking enforcement and parking
exclusion areas for the residential areas adjacent to the Parent Tract on game days and during
significant events; strategies for minimizing the flow of cut through traffic through the residential
areas adjacent to the Parent Tract on game days and during significant events; clearly defined roles
and responsibilities for implementation of the Transportation Management Plan; and standards for
minimizing adverse impact to surrounding communities related to hours, noise, and other quality
of life issues.

The Transportation Management Plan shall provide, and MFP shall ensure, that parking is
constructed on the Ancillary Development Property in a manner, located and layout acceptable to
the Parties to the benefit of the Stadium Parcel and the Soccer Stadium Development (the
“Parking”). During the Term, at no cost to MBU or the City, MFP shall dedicate (i) One hundred
fifty (150) daily parking spaces of Parking for the use by the Soccer Stadium Development
employees and other entrants; and (ii) an additional [t/b/d] parking spaces of the Parking for every
day on which a Stadium event is occurring. MFP and MBU shall share the right to manage, operate
use and sublicense the Parking and MBU shall have approval rights over all fees associated
therewith.

5.20 Permitted Uses. Tenant agrees, for itself and its permitted successors, assigns and
subtenants, that the Demised Property shall be used only for the Permitted Uses.

5.21 Prohibited Uses. Tenant agrees, for itself and its permitted successors, assigns and
subtenants, that the Demised Property shall in no event be used for any of the Prohibited Uses.

5.22 Operating Team. Tenant’s selection of each member of the Operating Team(s)
shall be subject to the prior written approval of the City Manager in accordance with the City
Manager Approval Procedures. The replacement of any such member of the Operating Team by
Tenant shall be subject to the prior written approval of the City Manager in accordance with the
City Manager Approval Procedures.

5.23 Continuous Construction. Once started, construction on each Major Project

Component shall be diligently and continuously pursued by Lessee until completion, subject to
Unavoidable Delays. Lessee agrees that construction of each Major Project Component shall be
substantially completed in a good and workmanlike manner and in accordance with good
construction practices no later than the dates set forth herein.

5.24 Landscaping; Roadways; Horizontal Control; Master Declaration. Lessee

shall be required to install landscaping on the Property and roadways, if any, as set forth in the
Plans and Specifications related to the applicable Major Project Component. If the Project is
constructed on a component by component basis, then, at the direction of Landlord, Tenant shall
record a master declaration (the “Master Declaration”) for all Major Project Components which
shall set forth, among other things, which Major Project Components are responsible for the
construction, maintenance, and operation of areas for landscaping and roadways and for the traffic
control of the roadways. The landscaping and roadways shall be completed by Lessee with respect
to those portions of the Property abutting the applicable Major Project Components by no later
than the date of issuance of a final Certificate of Occupancy for such Major Project Components.
The roadways, if any, shall be completed by the time such roadways are needed for the particular

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Major Project Component(s) to open for business. Final horizontal control elevation (“Horizontal
Control”) shall mean the lowest occupiable elevation of any Project, including loading dock.
Lessor acknowledges and agrees that Horizontal Control shall be reasonably acceptable to Lessee,
based on (i) reasonable and competitively priced insurance availability, (ii) regulatory agencies’
approvals, (iii) financing entities’ approvals, (iv) feasibility of accommodating direct connections
to basement back of house of each individual component, and (v) feasibility of accommodating
reasonable and customary directional pedestrian slopes at ground floors and entry and exit
roadways, without the need of stairs or handicapped ramps, in order to accommodate sheet
drainage flow. Subject to applicable permitting requirements, Lessee shall provide transition
features such as drainage culverts, pumps, and/or utility modifications, if required, at north-south
transitions to roadways on the perimeter of the Property. Such features may be located within the
roadways [or on adjacent City owned property, if acceptable to City].

5.25 “Art in Public Places” The Project shall be subject to the Art in Public Places
provisions set forth pursuant to Section 2.11.15 of the Miami-Dade County Code (the “County
Code”), and pursuant to the Dade County Guide to Art in Public Places (the “Guide”). The one
and one half percent (1.5%) of all capital costs (as defined by the County Code) of the Project shall
be conveyed to Miami-Dade county Art in Public Places for implementation of the Art in Public
Places program and the contracts with the artist(s) for the Project shall be between the artist(s) and
the Art in Public Places Trust in accordance with the both the County Code and the Guide. Art in
Public Places will work collaboratively with the City of Miami and MFP on the implementation
of the Art in Public Places Program pursuant to the requirements of the County Code and pursuant
to the Guide.

5.26 Pre-Construction Maintenance. At all times prior to construction of any Major

Project Components, the Property on which such Major Project Components are located shall be
maintained in a reasonably neat manner (taking into account the work being performed).

5.27 Maintenance of Construction Site. Lessee and Stadium Lease shall maintain its
construction site in a safe condition and a reasonably orderly manner and shall, as reasonably
necessary, remove all major debris on a regular basis (including debris that has accumulated on
adjacent lands, parcels or streets if created by Lessee; it being understood that in no event shall the
same be deemed to be permission to store debris on any such adjacent lands, parcels or streets)
and store all equipment in a neat manner when not in use.

5.28 Construction Traffic; Coordination. Lessee and Stadium Lease shall keep
driving lanes or extension roads and pedestrian access walkways located on or near the Property
relating to the applicable Major Project Component free from storage of equipment, building
materials and dirt. Lessee may relocate roads and walkways and barriers located within the
Property to other reasonable locations with [three (3) days’] advance notice to any ombudsman
and/or consultant inspector. [CITY: OKAY?]

5.29 Avoidance of Nuisance. To the extent practical in connection with a Project of this
size and scope, Lessee shall take such precautions as may be reasonably necessary to minimize the
impact of noise, dust, truck traffic, nuisances and other consequences of construction activities.
Lessor may, at Lessee’s sole cost and expense, install a barrier or fence around attractive nuisances
if Lessee fails to do so within ten (10) days after Lessor’s demand therefor. Such construction

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fence may be relocated by Lessee upon abatement for the ______nuisances from time to time, at
Lessee’s expense.

5.30 [Entrance Road.] [CITY?] Lessee agrees to design, construct and maintain, at
Lessee’s sole cost and expense, an entrance road for the Project at _________________. The
configuration of such entrance road shall be substantially as shown in Exhibit “ ”. Prior to
commencing the construction of such entrance road, Lessee shall prepare Plans and Specifications
for such entrance road, which Plans and Specifications shall be subject to Lessor’s prior written
approval in accordance with the terms hereof. Upon the completion of such construction, Lessor
shall, in accordance with Applicable Laws, elect either: (i) to cause such entrance road to be
dedicated (by deed of conveyance) to the perpetual use of the public; or (ii) to grant to Lessee,
Stadium Lease, all Major Subtenants, all Space Tenants, and other occupants and users of the
Property and/or the Leasehold Improvements, and all of their guests, invitees, employees, agents,
contractors (and other Persons typically granted such rights), as appropriate, together with the
successors and assigns of all such Persons, an easement over, across and upon such entrance road
for ingress and egress to and from the Property and the Leasehold Improvements, and an easement
over, across and upon such entrance road and areas adjacent thereto for the maintenance and repair
of such entrance road from time to time.

COVENANT AGAINST WASTE; INSPECTION OF PROPERTY

6.1 Waste. Lessee covenants not to allow any waste (as defined by any Applicable
Law) with respect to the Property or the Leasehold Improvements or any part thereof. The
provisions of this Section 6.1 shall not apply to any demolition or disfigurement required in
connection with repairs, renovations, upgrading or new construction in accordance with the terms
of this Lease, or to the deposit of clean fill at the Property or the removal of fill from the Property
for such purposes.

6.2 Inspection of Property.

(A) Right of Inspection. Lessor, its agents, employees and authorized

representatives may enter the Property at any time in response to an emergency, and at reasonable
times upon reasonable prior written notice, as Lessor deems necessary to, incident to, or connected
with the performance of Lessor’s duties and obligations hereunder or in the exercise of its rights
and functions, including, without limitation, to inspect the operation, sanitation, safety,
maintenance and use of the same, or any portions of the same, and to assure Lessor that Lessee is
in full compliance with its obligations under this Lease and that Stadium Lease is in full
compliance with its obligations under the Stadium Lease (but Lessor shall not thereby assume any
responsibility for the performance of any of Lessee’s or Stadium Lessee’s obligations under either
of the respective leases, nor any liability arising from the improper performance thereof). In
furtherance and not in limitation of the foregoing, Lessor and its agents, employees and authorized
representatives shall have the right of access to the Property, upon reasonable prior written notice,
to conduct from time to time an ADA inspection or audit of the Property or the Improvements, and
Lessee and Stadium Lessee agrees to cooperate in the conduct of such investigation or audit.

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 (B) Compliance. If any inspection or audit detects a violation of
Lessee’s or Stadium Leasee’s obligation to comply and to keep the Property and/or the Leasehold
Improvements in compliance with the requirements of this Lease or the Stadium Lease (including,
without limitation, the requirement that the Property and the Improvements be in compliance in
all material respects with the ADA), then Lessee and or Stadium Lessee as the case may be shall
bear the cost and take whatever action is reasonably necessary to comply, and bring the Property
and/or the Leasehold Improvements into compliance, with this Lease or Stadium Lease; and any
reasonable fee or cost incurred by Lessor for such investigation or audit shall be borne by Lessee
or Stadium Lessee and shall be paid by Lessee or Stadium Lessee as additional Rent under this
Lease or Stadium Lease on demand by Lessor.

(C) Action by Lessor. If Lessee or Stadium Lessee fails to keep the

Property or the Leasehold Improvements in compliance with the requirements of this Lease or
Stadium Lease (including, without limitation, the requirement that the Property and the
Improvements be in compliance in all material respects with the ADA) and an Event of Default
has occurred and is continuing on account thereof, then Lessor, upon reasonable prior written
notice to Lessee or Stadium Lessee, as the case may be, may take whatever action is reasonably
necessary to bring the Property and/or the Leasehold Improvements into compliance, to the extent
required by Applicable Laws. Lessee and Stadium Lessee agree to provide Lessor access to the
Property and the Leasehold Improvements and pay, as additional Rent, all costs reasonably
incurred by Lessor in bringing the Property and/or the Leasehold Improvements into such
compliance. Lessor, however, shall have no obligation to bring the Property or the Leasehold
Improvements into compliance and nothing herein shall be construed as creating such an obligation
on Lessor.

(D) Minimizing Interference with Business Operations. Any

inspection or audit described in this Section 6.2 shall be done in such a manner so as to reasonably
minimize any interference with any business operations on the Property.

ENVIRONMENTAL COMPLIANCE

7.1 For purposes of this Agreement, the following additional definitions apply and shall
be incorporated as part of the definitions included in Article 3 above:

(a) “Brownfield” means real property, the expansion, redevelopment, or reuse

of which may be complicated by actual or perceived environmental contamination.

(b) “BSRA” means Brownfield Site Rehabilitation Agreement, as that term is

defined by the Brownfield Redevelopment Act, 376.77-85, Fla. Stat.

(c) “Environmental Activities” means any activities required by any

Governmental Agency pursuant to Environmental Law to investigate, correct and remediate a
Release or threatened Release. Such Environmental Activities shall include, without limitation,
the investigations, removal, restoration, remediation, and/or rehabilitation activities required by
any Governmental Agency with jurisdiction over such activities pursuant to Environmental Law,

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including, without limitation, any required sampling, testing, monitoring, document submittal, or
reporting.

(d) “Environmental Condition” means any event, circumstance or condition

constituting (i) recognized environmental conditions within the meaning of ASTM 1527-13; (ii)
the current or past Release or threatened Release of any Hazardous Material into the Parent Tract,
whether originating from the Parent Tract or from off-site contamination or pollution that has
migrated thereto; or (iii) any violation of Environmental Laws at or on any part of the Parent Tract.

(e) “Environmental Law” means any federal, state or local law, statute,
ordinance, code, rule, regulation, license, authorization, decision, order, injunction, decree, or rule
of common law, and any judicial or agency interpretation of any of the foregoing, which pertains
to health, safety, any Hazardous Material, or the environment (including, but not limited to, ground
or air or water or noise pollution or contamination, and underground or above ground tanks) and
shall include without limitation, the Solid Waste Disposal Act, 42 U.S.C. 6901 et seq.; the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U. S .C.
Section 9601 et seq. (CERCLA), as amended by the Superfund Amendments and Reauthorization
Act of 1986. (SARA); the Hazardous Materials Transportation Act 49 U.S.C. Section 1801 C 5-
QQ; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251, et seq.; the Clean Air Act
42 U.S.C. Section 7401, et seq.; the Toxic Materials Control Act 15 U.S.C. Section 2601, et seq.;
the Safe Drinking Water Act, 42 U.S.C. Section 300f, et. seq.; Chapters 403, 376 and 373, Florida
Statutes; Chapter 24 of the Miami-Dade County Code, and any other local, state or federal
environmental statutes, codes, or ordinances, and all rules, regulations, orders and decrees now or
hereafter promulgated under any of the foregoing, as any of the foregoing now exist or may be
changed or amended or come into effect in the future.

(f) “Environmental Representative” means employees, agents,

representatives, consultants, contractors and subcontractors who perform Environmental
Activities.

(g) “Environmental Requirement” means any Environmental Law,

agreement or restriction (including, but not limited to, any condition or requirement imposed by
any insurance or surety company), as the same now exists or may be changed or amended or come
into effect in the future, which pertains to Hazardous Material in the environment, including, but
not limited to, ground or air or water pollution or contamination, and underground or aboveground
tanks.

(h) “Hazardous Material” means any substance, whether solid, liquid or

gaseous, which is listed, defined or regulated as a “hazardous substance,” a “hazardous waste” or
“solid waste,” or pesticide, or otherwise classified as hazardous or toxic, in or pursuant to any
Environmental Requirement; or which is or contains asbestos, radon, any polychlorinated
biphenyl, urea formaldehyde foam insulation, explosive or radioactive material, or motor fuel or
other petroleum hydrocarbons.

(i) “Hazardous Materials Release” shall have the meaning ascribed to such
term in Section 7.2(B).

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 (j) “Institutional Control” means the restriction on use or access to a site to
eliminate or minimize exposure to contaminants; such restrictions may include, but are not limited
to, deed restrictions, restrictive covenants, or conservation easements.

(k) “No Further Action Determination” or “NFA Determination” or “NFA”

means a Site Rehabilitation Completion Order (SRCO) or a conditional Site Rehabilitation
Completion Order (CSRCO), as those terms are defined in Chapter 62-780, Fla. Admin. Code,
from the Florida Department of Environmental Protection (FDEP), or a No Further Action
Determination or a No Further Action with Conditions determination from Miami-Dade County
under Chapter 24 of the Miami-Dade County, Florida Code, or similar determination from a
federal, local or other applicable Governmental Agency advising that no further action is necessary
with respect to the Release(s) of Hazardous Material(s) at the Demised Property and Public Park
Parcel in order to meet the requirements of Environmental Law with respect to such Release(s).

(l) “On” or “in” means when used with respect to the Parent Tract means “on,
in, under, above or about.”

(m) “PRPs” shall have the meaning ascribed to such term in Section 7.2(C).

(n) “Release” means any spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment
at or from the Parent Tract, including migration to adjacent land, subsurface geology, surface
water, or ground water.

7.2 Responsibility for Environmental Conditions.

(A) Responsibility of Parties. The City and MFP acknowledge that

Environmental Conditions are or may be present on the Parent Tract and that complete remediation
of all Environmental Conditions or violations of Environmental Laws prior to or during the Lease
Term are the obligations of Tenant alone. Except as specifically described in Section 7.2(B) with
respect to any gross negligence or willful breach of Lease by City during the Term and after
Tenant’s delivery to City of the NFA and completion of the Environmental Work by Tenant, the
City shall have absolutely no obligation, liability, cost or expense whatsoever in connection with
any Environmental Condition or violation of Environmental Laws.

(B) Remediation of Hazardous Material Release after Tenant’s

Delivery of NFA and during the Term of the Agreement. If any Hazardous Materials are
released or discharged on or about the Demised Property in violation of Environmental Law (a
“Hazardous Materials Release”) at any time during the Term, the Party discovering same shall
promptly notify the other Party orally within forty-eight (48) hours of discovery and in writing
within five (5) Business Days thereafter pursuant to Section 23.2. Unless the Environmental
Condition was caused by the gross negligence or the willful misconduct of the City after Tenant’s
delivery to City of the NFA and completion of the Environmental Work by Tenant (in which case
it shall be City’s obligation to remedy same at the City’s cost), then Tenant shall promptly take all
actions to remediate and resolve such Environmental Condition, at its sole expense, in compliance
with Environmental Law on the affected portion of the Demised Property.

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 (C) Third Party Liability. Nothing herein shall be construed to limit
the responsibility of third parties who are potentially responsible parties (“PRPs”) for liability
which may be imposed against such PRPs for any Environmental Condition. The existence of any
such PRPs shall not release MFP from its responsibility for an Environmental Condition, as
between the City and MFP hereunder, but MFP shall have the right to pursue recovery against
such PRPs.

(D) Lessee Environmental Indemnity. Lessee shall defend, indemnify,

and hold harmless Lessor and its agents, officials, and employees, to the fullest extent permitted
by law, from and against all expenses of remediation, disposal or other similar type of clean up or
action necessary for compliance with the Environmental Laws, and any and all claims, causes of
action, or demands, in law or in equity, including, but not limited to, all lien claims, administrative
claims, claims for injunctive relief, claims of property damage, natural resources damages,
environmental response and clean-up costs, fines, penalties, and expenses (including, without
limitation, counsel fees, consultant fees and expert fees, costs and expenses incurred in
investigation and defending against the assertion of such liabilities), which may be sustained,
suffered or incurred by Lessor, its agents, officials or employees.

(E) Tenant’s Breach. If Tenant breaches any of its obligations

contained in this Article 7 or fails to notify Landlord of the release of any hazardous or toxic
substances from the Parent Tract, then, in addition to all other rights and remedies available to
Landlord, Landlord shall have the right to initiate a clean-up of the Parent Tract, in which case
Landlord shall be reimbursed by Tenant for, and indemnified by Tenant from, any and all costs,
expenses, losses, and liabilities incurred in connection with the clean-up (including all reasonable
attorneys’ fees) by Landlord. In the alternative, Landlord may require Tenant to clean up the Parent
Tract and to indemnify fully and hold Landlord harmless from any and all losses, liabilities,
expenses (including but not limited to reasonable attorneys’ fees), and costs incurred by Landlord
in connection with Tenant’s clean up action. Notwithstanding anything in this article, Tenant
agrees to pay, and shall indemnify defend, and hold Landlord harmless from and against, any and
all losses, claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by
Landlord as a result of any breach by Tenant of its obligations under this Article 7, and as a result
of any contamination of the Parent Tract because of Tenant’s, its employees’, agents’, contractors’,
licensees’ or sublessees’ use of hazardous or toxic substances on the Parent Tract. If Landlord shall
have reason to believe that a hazardous or toxic substance has been discharged on the Parent Tract
by Tenant, its employees, agents, contractors, sublessees or licensees, Landlord shall have the
right, in its sole discretion, to require Tenant to perform periodically to Landlord’s satisfaction
(but not more frequently than annually unless an environmental complaint from applicable
governmental authorities shall be then outstanding), at Tenant’s expense, an environmental audit
and, if deemed necessary by Landlord, an environmental risk assessment of: (a) the Parent Tract,
(b) hazardous substance management practices, and/or (c) hazardous substance disposal sites used
by Tenant. Said audit and/or risk assessment must be by an environmental consultant reasonably
satisfactory to Landlord. Should Tenant fail to perform any such environmental audit or risk
assessment within 30 days after Landlord’s request, Landlord shall have the right to retain an
environmental consultant to perform such environmental audit or risk assessment. All costs and
expenses incurred by Landlord in the exercise of such rights shall be secured by this Lease and
shall be payable by Tenant upon demand as Rent.

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 7.3 [Remediation Standards.]

(A) [CITY: ACCEPTABLE?] The Environmental Activities required

by this Agreement shall be conducted by MFP using risk-based corrective action principles to
achieve the NFA Determination pursuant to this Agreement. [The City hereby consents to such
risk-based corrective action for a non-residential property, including the implementation of
reasonable Institutional Controls with respect to the Demised Property in connection with
obtaining a No Further Action Determination. The City hereby consents to a limitation of the use
of the Demised Property to non-residential purposes and the prohibition of potable or irrigation
wells on the Demised Property; the City consents, and will not object, to any reasonable
Institutional Control needed to achieve the No Further Action Determination, unless it could
materially impair the current non-residential use of the Demised Property that is the subject of the
Institutional Control or other restriction. Upon the written request of MFP, the City shall execute
such covenants or declarations of restrictions as required by Governmental Agencies in furtherance
of the NFA Determination, which covenants and declarations of restrictions may encumber the
Demised Property, or such property owned or controlled by the City adjacent to the Demised
Property. The City shall further execute and deliver such other agreements, certificates,
instruments and documents, each as MFP may reasonably request in order to obtain an NFA
Determination; provided, however, that any out-of-pocket costs incurred by City associated
therewith (and approved by MFP in writing) shall be reimbursed by MFP to City.]

(B) The City shall promptly execute such documents identified by MFP
as reasonably necessary to effectuate an Institutional Control, designation of a Brownfield,
approval of a BSRA, or other documentation, to achieve the NFA Determination.

(C) MFP and City shall both agree in writing in advance on the approach
and pace of clean-up Environmental Activities required by this Agreement pursuant to applicable
Environmental Law. MFP shall expeditiously commence such Environmental Activities and
diligently pursue efforts to remediate under applicable Environmental Law.

(D) The City shall, as reasonably requested by MFP, grant to MFP and
its Environmental Representatives a license to enter the Demised Property at reasonable times after
providing written notice for the purpose of performing the Environmental Activities pursuant to
the terms of this Agreement. Subject to its approval of time, location and manner, the City further
grants to MFP a license to place, store and operate all equipment necessary for such Environmental
Activities; provided that such placement, storage and operation shall remain no longer than
necessary, shall comply with all Applicable Laws and regulations, shall not materially interfere
with or disrupt the City’s operations, and shall otherwise be reasonably acceptable to City.

(E) MFP shall obtain all permits or approvals necessary to perform the
Environmental Activities and environmental work contemplated herein. To the extent available
and not interfering with City intentions, the City shall allow MFP’s Environmental Representatives
to use existing utilities, including, without limitation, water and electrical power necessary to
operate such systems; provided, however, that MFP shall reimburse the City for the cost of such
utility expenses to the extent they can be reasonably ascertained. MFP shall bear responsibility for
lawful storage and disposal of any wastes derived from such Environmental Activities (and shall
serve as the generator of such wastes) and upon completion of the Environmental Activities, MFP

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shall restore the Demised Property, as remediated, to substantially its condition prior to the
commencement of such Environmental Activities.

(F) MFP, with the advance written consent of City in each instance,
shall take the lead in communicating and setting meetings with Governmental Agencies regarding
MFP’s Environmental Activities related to the Demised Property. Unless required by Applicable
Law, the City shall not initiate or set any meetings with any Governmental Agency regarding
MFP’s Environmental Activities without prior written notice to, consultation with and the consent
of MFP, which consent shall not be unreasonably withheld or delayed. Such consent is expressly
conditioned upon MFP’s participation in, and taking lead of, any such communications. [CITY:
OKAY?]

(G) MFP shall provide a copy to the City of all material reports, remedial
action plans, reliance letters, correspondence and filings by MFP concerning a Release and/or the
Environmental Activities that have been or are to be conducted ten (10) Business Days prior to
being filed with or delivered to any Governmental Agency with jurisdiction over such
Environmental Activities. MFP shall provide a copy of all written correspondence received from
such Governmental Agency in response thereto no later than ten (10) Business Days following
receipt.

ARBITRATION

8.1 Binding Arbitration. Any and all disputes arising out of or related to this Lease or
the Stadium Lease (including all monetary (but excluding payment of Rent) and non-monetary
matters) shall be submitted to binding arbitration in accordance with the provisions of this Article
8; provided, however, that no such dispute relating to the payment of Rent shall be submitted to
binding arbitration. The matters to be submitted to binding arbitration in accordance with this
Article 8 shall include, without limitation: (i) whether Lessor, Lessee’s or Stadium Lessee’s
actions hereunder or under the Stadium Lease are “reasonable” where this Lease or the Stadium
Lease requires such actions to be reasonable; and (ii) whether either Party has complied with any
provisions hereof requiring that any approval by such Party “shall not be unreasonably withheld
or delayed”.

8.2 Procedures. Any binding arbitration pursuant to this Article 8 shall be governed
by the following procedures:

(A) Demand. Any Party (the “Demanding Party”) may make written
demand upon the other Party (the “Non-Demanding Party”) to commence arbitration. Such
demand shall include a statement of the question to be arbitrated.

(B) Selection of Proposed Arbitrators. Upon any such demand being

made by either Party, the Demanding Party shall, within five (5) Business Days thereafter, make
a written request to the American Arbitration Association, which provide, within thirty (30) days
after such request is made, a list (the “List of Proposed Arbitrators”) with the names, addresses,

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qualifications and financial requirements of eleven (11) proposed arbitrators (the “Proposed
Arbitrators”). The Non-Demanding Party shall be copied on any such written request.

(C) Qualifications. Every Proposed Arbitrator from the list must be a

member qualified by the American Arbitration Association or any successor organization and be
neutral and independent of the Parties, and no Proposed Arbitrator shall: (i) be a person who is or
has been an employee of either Lessor or Lessee during, the five (5) year period immediately
preceding his or her appointment; (ii) be affiliated with either Parties’ auditors; (iii) be affiliated
with any contractor of Lessee; or (iv) have a conflict of interest with either Party.

(D) Selection of Arbitrator. Within three (3) Business Days after its
receipt of the List of Proposed Arbitrators, the Non-Demanding Party shall give written notice to
the Demanding Party of three (3) Proposed Arbitrators that the Non-Demanding Party strikes from
the List of Proposed Arbitrators. Within three (3) Business Days after its receipt of such written
notice, the Demanding Party shall send written notice to the Demanding Party of three (3)
additional Proposed Arbitrators that the Demanding Party strikes from the List of Proposed
Arbitrators. Commencing with the Non-Demanding Party, each Party shall thereafter have
successive one (1) Business Day periods in which to strike one (1) additional Proposed Arbitrator
from the List of Proposed Arbitrators, until there is only one (1) Proposed Arbitrator remaining on
the List of Proposed Arbitrators. The remaining Proposed Arbitrator shall constitute the sole
arbitrator hereunder (the “Arbitrator”). Neither Party shall be required to have or provide a reason
for striking a particular Proposed Arbitrator. If either Party fails to strike a Proposed Arbitrator
within the time specified above, then the other Party may exercise the unused strike or strikes prior
to its next strike or strikes.

(E) Code of Ethics. The Arbitrator selected hereunder shall agree to

observe the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the American
Arbitration Association and the American Bar Association, or any successor code.

(F) Hearing. Within thirty (30) days following the selection of the
Arbitrator, the Arbitrator shall commence a hearing in accordance with the following procedures:

(i) All actions, hearings and decisions of the Arbitrator shall be

conducted, based upon and made in accordance with the Commercial Arbitration Rules (or in the
case of construction related issues, the Construction Industry Rules) of the American Arbitration
Association or any successor organization, or any other rules then prevailing in substitution of
such rules.

(ii) Each Party shall make a good faith effort to cooperate with
the other in all respects in connection with the exchange of documents relevant to the matter being
arbitrated. The Arbitrator shall take an adverse inference form any party’s failure to fully
cooperate.

(iii) To the extent that either Party would be required to make

confidential information available to the other Party, an agreement or an order shall be entered in
the proceeding protecting the confidentiality of and limiting access to such information before

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such Party is required to produce such information. Information produced by either Party shall be
used exclusively in the arbitration or litigation that may arise, and shall not otherwise be disclosed.

(iv) A court reporter shall make a transcript of the hearing.

(v) The hearing shall be held in the City of Miami at a place

designated by the Arbitrator.

(vi) The Parties and the Arbitrator shall use their best efforts to
conclude the hearing within ten (10) days of its commencement.

(vii) Each Party shall have the right to be represented by counsel,

to call witnesses and to cross-examine witnesses on the question at issue, and to submit evidence.

(viii) The Arbitrator shall have the right to question witnesses at

the hearing, but not to call witnesses.

(ix) Each Party shall be entitled to one (1) continuance for up to

a maximum fifteen (15) days as a matter of right.

(x) No additional request for continuance may be made in any

manner to the Arbitrator unless there has been consent given in writing by the other Party.

(xi) The Arbitrator shall not grant any continuance without a

request from a Party in compliance with this subparagraph (F).

(xii) The Arbitrator may render a decision at the close of the

hearing or may request briefs on any or all issues. Any and all such briefs, including reply briefs,
shall be filed on the terms and on the schedule set by the Arbitrator, but in no event later than forty-
five (45) days following the commencement of the hearing.

(xiii) The Arbitrator shall render a determination within thirty (30)

days from the conclusion of the hearing, or in the event briefs are submitted, within thirty (30)
days after receipt of such briefs.

(xiv) In determining any matter before him or her, the Arbitrator

shall apply the terms and provisions of this Lease, and shall not to the extent such terms are
ambiguous vary, modify or reform any such terms and provisions in any respect.

(xv) The Arbitrator shall not be authorized to make an award of

consequential, punitive or exemplary damages.

(xvi) Each Party shall bear its own fees and costs and those of the
Arbitrator.

(xvii) The Arbitrator shall provide a reasoned opinion of the basis

for the Arbitrator’s decision.

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 (xviii) The Arbitrator’s decision shall be final and binding on the
Parties and may be enforced according to the laws of the State of Florida, and judgment upon the
award rendered by the Arbitrator shall be entered in any court having jurisdiction thereof.

8.3 No Delay in Completion of Work. There shall be no interruption of Work pending

the completion of any arbitration proceeding hereunder, unless the dispute or matter which is
subject to arbitration involves the nature of the Work or whether the Work was required by Article
5 hereof (in which case Lessee may suspend the particular portion of Work in dispute until the
dispute is resolved, and same shall be deemed an Unavoidable Delay as it relates to the Work in
dispute).

PAYMENT OF TAXES AND ASSESSMENTS

9.1 Tenant’s Obligations for Impositions. Tenant and/or Stadium Tenant shall pay or
cause to be paid all Impositions and Impact Fees when and as due and payable (and in all events
before any fine, penalty or interest may be added thereto), including, but not limited to, any real
estate tax, sales tax, ad valorem tax, intangible tax or similar Impositions which at any time during
the Term of this Lease or Stadium Lease are due and owing or have been, or which may become,
a lien on the Demised Property or the Improvements or any part thereof owned by Tenant (and
specifically excluding any Public Infrastructure); provided, however, that:

(A) If any Imposition (for which Tenant or Stadium Tenant is liable

hereunder) may by law be paid in installments (whether or not interest shall accrue on the unpaid
balance of such Imposition), at the option of Tenant or Stadium Tenant, Tenant or Stadium Tenant
may pay the same in installments, including any accrued interest on the unpaid balance of such
Imposition, provided that Tenant or Stadium Tenant shall pay those installments which are to
become due and payable after the expiration of the Term of this Lease or Stadium Lease, but which
relate to a fiscal period fully included in the Term of this Lease or Stadium Lease.

(B) If any Imposition for which Tenant or Stadium Tenant is liable

hereunder relating to a fiscal period, a part of which period is included within the Term of this
Lease or Stadium Lease and a part of which is included in a period of time after the expiration or
termination of the Term, such Imposition shall be adjusted between Landlord and Tenant or
Stadium Tenant as the case may be, as of the expiration or termination of the Term of each
respective Lease so that Tenant or Stadium Tenant shall pay only that portion of such Imposition
that is applicable to the period of time prior to expiration or termination of the Term of the
applicable Lease, and Landlord shall pay the remainder thereof if it is otherwise obligated to do
so.

(C) If any Imposition relates to the period prior to the Lease

Commencement Date or after the expiration or earlier termination of the Term, it shall be the sole
responsibility and obligation of Landlord.

(D) [CITY: ?]Tenant shall not be responsible for, and the City shall not
impose any, Targeted Taxes on Tenant, Tenant’s Affiliates or subtenant. The imposition of a

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Targeted Tax by the City or any other Governmental Agency controlled by the City shall be
considered a default of this Lease.

(E) Nothing herein shall be interpreted to mean that there are any
Impositions applicable to the Demised Property or any portions of the Improvements owned by
the City.

9.2 Contesting Impositions. Upon prior written notice to City, Tenant or Stadium
Tenant shall have the right to contest the amount or validity, in whole or in part, of any Imposition
for which Tenant or Stadium Tenant is or is claimed to be liable, by appropriate proceedings
diligently conducted in good faith, but only after payment of such Imposition (provided such
payment is required by Applicable Law); provided, however that unless such payment or payment
thereof under protest would operate as a bar to such contest or interfere materially with the
prosecution thereof, Tenant or Stadium Tenant may, notwithstanding the provisions of Section 9.1
herein, postpone or defer payment of such Imposition if:

(A) Neither the Demised Property, the Improvements nor any part
thereof would by reason of such postponement or deferment be in imminent danger of being
forfeited or lost; and

(B) Upon the termination of any such proceedings, Tenant or Stadium

Tenant as the case may be, shall pay the amount of such Imposition or part thereof, if any, as finally
determined in such proceedings, together with any required costs, fees, including attorneys’ fees,
interest, penalties and any other liability in connection therewith that are imposed upon Tenant in
accordance with Applicable Laws.

9.3 Sales Tax during Construction. If desired by Tenant during construction of the
Demised Property, Tenant or Stadium Tenant shall take all reasonable steps, at Tenant’s or
Stadium Tenant’s sole cost and expense, to establish and maintain any applicable exemptions from
Florida sales and use tax for items of tangible personal property and taxable services used to
construct the Improvements.

INSURANCE AND INDEMNIFICATION

10.1 Insurance. [CITY?]

10.1.1 Insurance on the Leasehold Improvements. Beginning on ______________

and at all times during the Lease Term, Lessee shall, at Lessee’s sole cost and expense but for the
benefit of Lessor, Lessee and Stadium Lessee as their interests may appear, maintain the following
insurance:

(a) Property Insurance. “All risk” property insurance with extended coverage
against loss or damage by earthquake, mudslide, windstorm, flood with an endorsement for
amended coverage, vandalism, malicious mischief, sprinkler leakage and special coverage,
including flammable materials used for cooking.

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 (i) Amounts. Such coverage shall be in the following amounts:
(A) as to windstorm, $100,000,000; (B) as to flood, $12,500,000; and (C) as to all other perils,
One Hundred Percent (100%) of the replacement cost of the Leasehold Improvements (exclusive
of foundation and excavation costs), Lessee’s alterations, improvements, fixtures, equipment,
furniture, trade fixtures and floor coverings, including the expense of the removal of debris as a
result of damage by an insured peril (collectively, the “Insured Property”) on the Property.

(ii) Deductibles. The maximum deductibles for such coverage

shall be as follows: (A) as to flood and windstorm, Five Percent (5%) of the completed building
value; and (B) as to all other perils, One Percent (1%) of the insured value.

(iii) Loss Payees and Insureds. Lessor, Lessee, Stadium Lessee

and any Approved Leasehold Mortgagee shall be named as loss payees. Lessee shall be the first
named insured, and Lessor and any Approved Leasehold Mortgagee shall be named as additional
insureds.

(iv) Special Considerations for Casualty and Windstorm

Insurance. Notwithstanding the foregoing, the Parties acknowledge and agree that coastal
properties are often precluded from being insured by private insurers and that any casualty and
windstorm insurance may have to be written through the Florida Joint Underwriters Association
and/or another governmental or other insurance pool which may include certain prohibitions such
as no replacement cost coverage.

(v) Determination of Replacement Cost. Unless expressly

waived in writing by the City Manager, the replacement cost of the Insured Property shall be
determined every seven (7) years during the Lease Term by an insurance appraiser selected and
paid for by Lessee, provided that Lessee shall obtain Lessor’s approval (which approval shall not
be unreasonably withheld) of the appraiser before commencement of the appraisal. The appraiser
selected by Lessee shall submit to Lessor and Lessee a written report of the appraised replacement
cost. If Lessor or Lessee is not satisfied with such report, the dissatisfied party shall serve upon
the other a notice of dissatisfaction within thirty (30) days after receipt of the report, and the Parties
shall in good faith attempt to resolve any disputes concerning the appraised replacement cost.
During this period of the dispute, Lessee shall continue to maintain insurance in an amount equal
to that maintained before the dispute arose. Promptly upon receipt of the appraiser’s report and
resolution of any such dispute, Lessee shall procure and deliver to Lessor written confirmation
from the insurer(s) evidencing the adjustment in insurance amounts which may be required
pursuant to this clause (v).

(b) Business Interruption Insurance. Business interruption insurance with limits

not less than an amount equal to the sum of: (i) the Base Rent for a twelve (12) month period; plus
(ii) an amount equal to the average annual Percentage Rent payable during the three (3) year period
immediately preceding the issuance or renewal of such insurance (or, in the case of each of the
first (3) three years from and after the date on which Percentage Rent is first payable hereunder,
the amount of annual Percentage Rent estimated by Lessee in good faith which will be payable
during such year). Lessor, Lessee and any Approved Leasehold Mortgagee shall be named as loss
payees. Lessee shall be the first named insured.

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 (c) Boiler and Machinery Insurance. Boiler and machinery insurance covering
repair and replacement of all boilers and machinery serving or benefiting the Leasehold
Improvements. The policies of insurance shall be endorsed so as to provide use and occupancy
coverage for the Leasehold Improvements in such amount as may be reasonably acceptable to
Lessor. Lessor, Lessee and any Approved Leasehold Mortgagee shall be named as loss payees.
Lessee shall be the first named insured, and Lessor and any Approved Leasehold Mortgagee shall
be named as additional insureds.

10.1.2 Other Insurance To Be Carried. Beginning on ______________ [CITY?]

and at all times during the Term, Lessee shall also, at Lessee’s sole cost and expense but for the
mutual benefit of Lessee and Lessor (with Lessor being named as an additional insured thereunder
and with leasehold mortgage clauses for the benefit of any Approved Leasehold Mortgagee, which
clauses shall be consistent with the terms of this Lease), maintain the following insurance:

(a) CGL Insurance. Commercial General Liability insurance on a commercial

general liability coverage form with “broad form” coverage, or its equivalent, including
contractual liability, products and completed operations, personal injury, liquor legal liability,
garage keepers liability, and products and completed operations, personal injury, and premises
coverage against sums adjudicated to be payable by the insured on account of bodily injury,
death or property damage occurring in or about the Demised Property (it being understood,
however, that such coverage does not extend to damage to property in the insured’s care, custody
and control).

(i) Amounts. The limits of such coverage shall not be less than
One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate
single limit for bodily injury and property damage. No deductible in excess of $50,000 will be
carried under this coverage without the City Manager’s prior written consent, which shall not be
unreasonably withheld.

(ii) Umbrella Policy. Lessee shall further maintain an excess

liability umbrella policy whose limits shall not be less than a combined single limit of Five Million
Dollars ($5,000,000).

(iii) Adjustments in Amounts. Such insured amounts as provided

in clauses (i) and (ii) above shall be adjusted as of the fourth (4th) anniversary of the January 1
following the Lease Commencement Date, and every three (3) years thereafter, by any increase
and/or decrease (which decrease shall not result in an amount less than the amounts initially
required as set forth above) in the CPI (as defined in Section 4.4(A)) from the Lease
Commencement Date to the date on which the adjustment is to be made.

(b) Builder’s Risk. During any periods of: (i) excavation and/or construction;
(ii) alteration; (iii) restoration in the event of damage or destruction or condemnation; or (iv)
razing or demolition, at, in or on the Property, the Leasehold Improvements or any part of it, an
all risk Builder’s Risk policy (including extended coverage for fire, lightning, earth movement,
flood, collapse, business interruption, hurricane, boiler and machinery) covering the interests of
Lessor and Lessee. Such policy shall insure that portion of the Leasehold Improvements which
is affected by such activities for not less than One Hundred Percent (100%) replacement cost on

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 a completed value basis (including foundations and pilings), and shall include coverage for the
increased cost of construction due to the enforcement of any laws, as well as the contingent
liability from the operation of buildings, and coverage for the demolition cost of undamaged
portions of buildings.

(i) E & O Coverage. In addition, Lessee shall cause all of the

key or primary professionals retained by it in connection with any construction (e.g., architects
and engineers) to procure errors and omission coverage reasonably satisfactory to Lessee for
Lessee’s and Lessor’s benefit, in such amounts as are customarily carried by such professionals in
Miami-Dade County, Florida.

(ii) “Wrap-Up” Policy. Lessor acknowledges and agrees that

the coverage required by this subparagraph (b) and any other coverages required hereunder may
be obtained through a so-called “wrap-up” policy.

(c) Pollution/Environmental Impairment Liability. Pollution/Environmental

Impairment Liability Insurance coverage on a claims made basis with limits of Five Million
Dollars ($5,000,000) per occurrence (with the policy period extending at least six (6) years from
and after the expiration or sooner termination of this Lease), providing coverage for the damage
caused by spillage of any fuel, petroleum, products or any other “hazardous substances”,
“hazardous materials” or “toxic substances” (as defined in any and all Applicable Laws), whether
those substances are solid, liquid or gaseous. Such policy of insurance shall also provide
coverage for the cost of cleanup of the affected area and for the removal, transportation and safe
disposal of any contaminated area. Lessor and Lessee shall be named as loss payees. Lessee shall
be the first named insured, and Lessor and any Approved Leasehold Mortgagee shall be named
as additional insureds.

(d) Worker’s Compensation. Worker’s compensation and occupational disease

coverage in the amounts and types required by Chapter 440, F.S., or any successor thereto. Only
Lessee shall be named as an insured.

(e) Automobile Liability. Automobile liability insurance covering all owned,

non-owned and hired vehicles used in conjunction with operations covered by this Lease. The
policy or policies of insurance shall contain such limits as may be reasonably requested by Lessor
from time to time but not less than Five Hundred Thousand Dollars ($500,000). Such insured
amount shall be increased as of the fourth (4th) anniversary of the January 1 following the Lease
Commencement Date, and every three (3) years thereafter, by any increase in the CPI from the
Lease Commencement Date to the date on which the adjustment is to be made.

(f) Other Coverage. In the event that any other type of legislation may be
enacted imposing special liability upon Lessor or Lessee by virtue of its use for any special
purposes, before Lessee shall so use the Property and/or the Leasehold Improvements or any part
of it for such purposes, Lessee shall provide insurance in form and substance, and with insurers
and limits reasonably satisfactory to Lessor and meeting commercial standards insuring the
interests of Lessor and Lessee and naming Lessor as additional insured.

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 (g) Any other type of insurance or special coverages required under the Stadium
Lease or the Stadium Construction Administration Agreement.

10.1.3 Policies Obtained by Independent Contractors. Lessee may cause its

independent contractors to provide some or all of the insurance coverages required hereunder. To
the extent that such independent contractors carry such coverages, Lessee shall not be required to
carry such coverages, so long as the coverages obtained by Lessee and such independent
contractors together satisfy the requirements of this Article 10. Lessor, Lessee and any Approved
Mortgagees shall be named as additional insureds as to any such coverages obtained by Lessee’s
independent contractors.

10.1.4 Policies Obtained by Major Subtenants. Lessee may, at its option, include
provisions in any Major Sublease (or Direct Space Lease) requiring the applicable Major Subtenant
(or Direct Space Tenant) to carry insurance coverages as to the applicable Major Project
Component (or premises covered by such Direct Space Lease) corresponding to those required to
be obtained hereunder by Lessee. To the extent that Major Subtenants (or their Space Tenants)
carry such coverages, Lessee shall not be required to carry such coverages as to such Major Project
Component (or premises covered by such Direct Space Lease), so long as the coverages obtained
by all of the Major Subtenants, Space Tenants and Lessee together satisfy the requirements of this
Article 10. Lessor, Lessee and any Approved Mortgagees shall be named as additional insureds
as to any such coverages obtained by Major Subtenants or Space Tenants.

10.1.5 Delivery of Insurance Policies. All public liability and worker’s

compensation policies shall be retained by Lessee. Subject to the rights of any Approved
Mortgagee, all other policies of insurance required to be furnished pursuant to this Article 10 shall
be held jointly by Lessor and Lessee. Insurance company certificates evidencing the existence of
all of these policies of insurance shall be delivered to Lessor.

(a) Required Policy Provisions. All policies of insurance required to be

provided and obtained pursuant to this Article 10 shall provide that they shall not be amended
or canceled on less than thirty (30) days’ prior written notice to Lessor and all insureds and
beneficiaries of the policies; provided, however, that if thirty (30) days’ notice is ever
commercially unavailable, then the required number of days’ notice shall be reduced to such
number as is commercially available. All such policies shall contain waiver of subrogation rights
endorsements as required below. Lessor shall have no obligation to pay premiums or make
contributions to the insuring company or any other Person or satisfy any deductible.

(b) Delivery. On or before the Lease Commencement Date and then not less
than thirty (30) days prior to the expiration date of any policy required to be carried pursuant to
this Article 10, Lessee shall deliver to Lessor and any Approved Leasehold Mortgagee the
applicable respective policies and insurance company certificates evidencing all policies of
insurance and renewals required to be furnished hereunder. Receipt of any documentation of
insurance by Lessor or by any of its representatives which indicates less coverage than required
shall not constitute a waiver by Lessor of Lessee’s obligation to fulfill the insurance requirements
herein.

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 10.1.6 Lessor’s Right to Obtain. If Lessee fails to pay insurance premiums when
due or to comply with other insurance requirements set forth in this Lease, Lessor shall have the
right, at its option, to order insurance policies and to advance such sums as are required to maintain
or procure such insurance, and to the extent of the money so advanced, Lessor shall be entitled to
reimbursement by Lessee upon demand thereof. Unless there would ensue a lapse of coverage,
Lessor shall, before making any such advance, provide Lessee with ten (10) days’ prior written
notice and the opportunity to obtain the required policies.

10.1.7 Insurer To Be Approved; Premium Receipts. All policies of insurance of

the character described in this Article 10 shall be effected under policies issued by insurers
permitted to do business in the State of Florida and rated in Best’s Insurance Guide, or any
successor thereto (or, if there is none, an organization having a national reputation for rating
insurance companies) as having a general policyholder rating of “A” and a financial rating of at
least “VII”. On written request by Lessor, Lessee shall provide photocopies of receipts showing
the payment of premiums for all insurance policies required to be maintained by this Lease.

10.1.8 Waiver of Subrogation.

(a) Tenant Waiver. Tenant expressly, knowingly, and voluntarily waives and
releases any right of recovery that it may have against the Landlord for loss or damage to its
property, and property of third parties in the care, custody, and control of Tenant, and loss of
business (specifically including business interruption by Tenant) directly or by way of
subrogation or otherwise as a result of the acts or omissions of the Landlord (specifically
including the negligence of Landlord and the intentional misconduct of the Landlord, to the
extent any such claims are covered by the property, rental income, business income, or extra
expense insurance carried or required to be carried under the terms of this Lease (whether or not
actually carried by either party), or other property insurance that Tenant may carry at the time of
an occurrence or under a so-called “special perils” or “special form causes of loss” property
insurance policy or under a so-called “contents” insurance policy (whether or not actually
carried). Tenant shall each, on or before the earlier of the Lease Execution Date or the date on
which Tenant first enters the Demised Property for any purpose, obtain and keep in full force
and effect at all times thereafter a waiver of subrogation from its insurer concerning the
commercial general liability, commercial automobile liability, workers’ compensation,
employer’s liability, property, rental income, and business interruption insurance maintained by
it for the Project and the property located in the Demised Property. This section shall control
over any other provisions of this Lease in conflict with it and shall survive the expiration or
sooner termination of this Lease.

(b) Endorsements. Tenant shall cause its insurer(s) to issue appropriate waiver
of subrogation rights endorsements to all policies of insurance carried in connection with the
Demised Property.

(c) Major Subtenants. Lessee shall require Stadium Tenant and/or each Major
Subtenant to execute and deliver to Lessor, and Lessor shall execute and deliver to Stadium
Tenant and/or each Stadium Tenants and/or Major Subtenant, a waiver of claims comparable to
the waiver in subparagraph (a) above. In addition, Lessee shall cause each Major Subtenant to

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 obtain, and Lessor shall obtain in favor of each Major Subtenant, waivers of subrogation rights
endorsements comparable to those described in subparagraph (b) above.

10.2 Indemnification and Duty to Defend.

(A) Tenant shall defend, indemnify and hold harmless Landlord and its officers,
employees, staff, agents and instrumentalities (the “Landlord Indemnified Parties”) from any
and all liability, losses or damages, including attorneys’ fees and costs of defense, including,
without limitation, any of same resulting from a challenge to this Lease or this transaction, which
Landlord or any other Landlord Indemnified Parties may incur as a result of any claims, demands,
suits, causes of actions or proceedings of any kind or nature whatsoever, whether foreseen or
unforeseen, arising out of, relating to or resulting from, the performance or non-performance by
Tenant (and/or its employees, agents, servants, partners, principals or subcontractors) of any
obligations of the Tenant under this Lease, other than any liability, loss or damage caused by the
gross negligence or willful breach of Lease by Landlord or any other Landlord Indemnified Parties
occurring after Tenant’s delivery to City of the NFA and completion of the Environmental Work
by Tenant (collectively, a “Claim”). Tenant shall pay all Claims in connection therewith and shall
investigate and defend all Claims in the name of Landlord Indemnified Parties, where applicable,
including any and all appellate proceedings, and shall pay all reasonable costs, judgments, and
attorneys’ fees which may issue thereon. This Section 10.2(A) shall not be construed to restrict,
limit or modify Tenant’s insurance obligations under this Lease. Tenant’s compliance with the
insurance requirements under this Lease shall not restrict, limit, or modify Tenant’s obligations
under this Section 10.2(A).

(B) Tenant [CITY?] shall control any litigation or potential litigation involving
the defense of any Claim, including the selection by Tenant of a single counsel to represent Tenant
and Landlord Indemnified Parties. Notwithstanding the foregoing, if there is a conflict between
the positions of Tenant and Landlord Indemnified Parties in conducting the defense of such action,
or if there are legal defenses available to Landlord Indemnified Parties different from or in addition
to those available to Tenant, or if Tenant fails to comply with its obligations under Section 10.2(A)
above, then Landlord Indemnified Parties shall be entitled to select counsel, reasonably acceptable
to Tenant, to conduct the defense of the Claim and Tenant shall pay for the reasonable legal fees
and related out-of-pocket expenses of such Landlord Indemnified Parties; provided, however, that
Tenant shall not be required to pay the legal fees for more than one law firm for all Landlord
Indemnified Parties in connection with any Claim. Landlord Indemnified Parties shall fully
cooperate with Tenant in the defense of the Claim. Tenant shall have the right to compromise or
settle any Claim without the consent of Landlord Indemnified Parties if the compromise or
settlement of the Claim does not require Landlord Indemnified Parties to admit any liability or
incur any financial liability, each with respect to the Claim.

10.3 Liability for Damage or Injury. Landlord shall not be liable for any damage or
injury which may be sustained by any party or person, or to any personal property, located on the
Demised Property, other than the damage or injury caused solely by the gross negligence or willful
breach of Lease by Landlord or any Landlord Indemnified Parties, and all of which is subject to
the conditions and limitations of Florida Statutes, Section 768.28 and any other Applicable Laws;
provided, however, that in no event shall Landlord have any liability for a breach of Environmental
Laws unless such violation shall be due to Landlord’s gross negligence or willful breach of this

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Lease after Tenant’s delivery of the NFA to City and completion of the Environmental Work.
Nothing herein shall be construed as a waiver or limitation of the conditions and limitations of
such statute.

10.4 Survival. The provisions of this Article 10 shall survive any termination or
expiration of this Lease.

USE AND OPERATION DURING LEASE TERM

11.1 Certain Conditions Of Leasing. Tenant and Stadium Tenant shall be subject to
and bound by the covenants and agreements set forth in this Article 11. Such covenants and
agreements shall run with the Leasehold Estate and burden any interests subordinate thereto. These
covenants include the following:

(A) No Discrimination. Tenant and Stadium Tenant shall not

discriminate in violation of any Applicable Laws upon the basis of race, color, religion, sex,
disability, marital status, or national origin in the sale, lease or rental, or in the use or occupancy,
of the Property or the Leasehold Improvements.

(B) Leasehold Improvements to be Open to Public. As a general

matter, the Project is intended to be “open to the public” as much as practical. Accordingly, during
the Term, the Project shall be open to the general public without discrimination, subject to
reasonable operational rules, regulations and restrictions typically imposed by operators of mixed
uses projects similar to the Project; provided, however, that: (i) the businesses operating on the
Demised Property may charge fees for goods, commodities or services (including, without
limitation, guest rooms at the Hotel and events at the Soccer Stadium Development) as they may
establish from time to time, so long as such services are made available to the general public on a
nondiscriminatory basis upon the payment of such fees; (ii) Tenant and /or Stadium Tenant may
operate or allow the operation of membership clubs (unless they are specifically listed herein as
Prohibited Uses) which may charge membership fees, so long as such clubs are made available to
the general public on a nondiscriminatory basis upon the payment of such membership fees; and
(iii) nothing contained herein shall be deemed to require public access to any areas not typically
made available to the public (e.g., service areas, storage areas, “back of the house” areas, etc.).

(C) Safety. Tenant and Stadium Tenant shall take commercially

reasonable actions to ensure that the Property is a safe environment for the general public.
Landlord, as owner of the Property, shall have no responsibility for, or liability whatsoever to
Tenant, the Stadium Tenant, the Major Subtenants, the Space Tenants, the Direct Space Tenants,
the Approved Leasehold Mortgagees, the Approved Subleasehold Mortgagees, the Approved
Mezzanine Financer, the Approved Foreclosure Transferee, the Approved Subsequent Foreclosure
Purchasers, and/or any other Person(s) having any interest in the Leasehold Estate and/or in any
Major Subleasehold Estate in connection with provision of security services to the Property.

(D) Continuous Operation. Subject to any interruptions or closures on

account of any Unavoidable Delays, emergencies or other exigent circumstances or on account of

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any repairs or alterations required or permitted hereunder, and depending on which Major Project
Components have received temporary certificates of occupancy or certificates of occupancy, as
applicable, Tenant shall at all times during the Term: (i) operate the Demised Property in such
manner as will, in Tenant’s good faith reasonable business judgment, be reasonably likely to
maximize the Gross Revenues produced by the Project; and (ii) keep the Project open for business
on a continual basis during the usual days and hours for such business as are customary for the
applicable type of use (it being understood, however, that: (i) certain businesses and activities are
seasonal in nature and therefore may be closed or operate for fewer days or hours during certain
periods of the year; and (ii) [CITY: ADDRESS EVENTS SCHEDULED AT STADIUM]). The
foregoing provisions shall not be deemed to require Tenant to ensure that all of the available
facilities at the Property are open or leased to third parties at all times, inasmuch as: (A) there will
need to be occasional adjustments of usage of facilities; and (B) there will be some portion of space
that will be remain vacant from time to time given then-existing market conditions and turnover
of Space Tenants.

11.2 Compliance with Laws.

(A) Compliance. Tenant and Stadium Tenant shall throughout the

Lease Term, at Tenant’s and/or Stadium Tenant’s sole expense, promptly comply in all material
respects with all Applicable Laws now in effect or that may hereafter be adopted by any
Governmental Agency. Specifically, but without limitation, Tenant and/or Stadium Tenant shall
construct and maintain the Leasehold Improvements to accommodate the disabled and comply in
all material respects with the applicable requirements of the Americans with Disabilities Act of
1990, as amended, as well as other Applicable Laws pertaining to handicapped access, including,
without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and
Facilities.

(B) Notice. Tenant and/or Stadium Tenant agrees to give Landlord

prompt notice of the receipt by Tenant of any written complaints related to any material violation
of any Applicable Law and of the commencement of any proceedings or investigations which
relate to compliance with any Applicable Law.

(C) Right to Contest Compliance. Tenant and/or Stadium Tenant shall

have the right in good faith to contest by appropriate legal proceeding and without cost or expense
to Landlord, the validity of any Applicable Law. If compliance with any Applicable Law may
legally be held in abeyance (i) without the incidence of any lien, charge or liability of any kind
against the title to the Property, the Leasehold Improvements or the Leasehold Estate (unless
Tenant or Stadium Tenant transfers such lien to bond or delivers an appropriate indemnity to
Landlord), and (ii) without subjecting Tenant, Stadium Tenant or Landlord to any liability of
whatsoever nature for failure so to comply, Tenant may postpone compliance until the final
determination of any proceedings, provided that all proceedings shall be prosecuted with all due
diligence and dispatch.

(D) Compliance with Insurance Requirements. Tenant shall observe

and comply in all material respects with the requirements of all policies of public liability, fire and
other insurance in force with respect to the Leasehold Improvements.

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 11.3 Special Compliance Provisions.

(A) Approved Leasehold Mortgages. Upon receiving written notice

from any Approved Leasehold Mortgagee of any material default under its Approved Leasehold
Mortgage(s), Tenant shall use diligent efforts to cure such default in the manner and to the extent
required by such Approved Leasehold Mortgage.

(B) [Approved Major Subleasehold Mortgages. Tenant shall require

each Major Subtenant to require each of such Major Subtenant’s Approved Major Subleasehold
Mortgagees to send a copy to Tenant of any written notice of a material default under the applicable
Approved Major Subleasehold Mortgage. Upon Tenant’s receipt of any such written notice,
Tenant shall use diligent efforts to cause such default to be cured in the manner and to the extent
required by such Approved Major Subleasehold Mortgage; provided, however, that Tenant shall
not be required to cure any such default which cannot reasonably be cured by Tenant or cannot be
cured without having possession of the applicable Major Project Component.]

(C) [No Third Party Beneficiaries. The Parties specifically

acknowledge and agree that no Approved Mortgagees, Major Subtenants or other Persons shall be
third-party beneficiaries of the provisions of this Section 11.3.]

11.4 Enforceability. It is intended and agreed hereby that the restrictive covenants
contained in this Article 11 shall be binding upon the Parties and their successors in interest and
assigns, as covenants running with the land and shall be for the benefit and in favor of, and
enforceable by, either Landlord and/or Tenant; provided however, that such covenants shall be
binding on Landlord and Tenant, and their respective successors in interests and assigns, only for
such period as each shall have (i) fee title to the Property, as to the City, and (ii) the Leasehold
Estate, as to Tenant.

11.5 Utilities; Repair and Relocation of Utilities.

11.5.1 Tenant. Tenant hereby agrees that any and all utility accounts with respect
to the Demised Property shall be in the name of Tenant. From and after the Lease Commencement
Date, under no circumstance whatsoever, shall Landlord be responsible for any utilities on the
Demised Property, including, but not limited to, the installation, maintenance, initial cost or fee
and/or any on-going charges or fees. Tenant hereby agrees to pay any and all such utilities relating
to the Demised Property in a timely manner, so as to avoid any Encumbrance on the Demised
Property. Tenant, at its sole cost and expense and with the prior written approval of the appropriate
utility, agrees to maintain and repair, replace and relocate as necessary, utility facilities within the
Demised Property required for the operation of the Demised Property, and all existing and future
Improvements, subject to the following conditions:

(A) Such activity does not materially or adversely interfere with

Landlord’s operations on any property outside the boundaries of the Demised Property; and

(B) Tenant complies with the provisions of all Permits which have been
issued and are affected by such repair and relocation.

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 11.5.2 Landlord. Lessee agrees to grant to Lessor and/or any public utility
company, pursuant to separate instruments, non-exclusive perpetual easements for the installation,
operation, maintenance, repair, replacement, relocation, and removal of utility lines and facilities
(together with access incidental thereto) such as water lines, fire lines, gas mains, electrical power
lines, telephone lines, storm and sanitary sewers and other utility lines and facilities (collectively,
“Utility Facilities”), and such other easements as Lessor and/or such public utility companies may
reasonably require from time to time. All such easements shall be over, under and/or across: (i)
those portions of the Property shown on the approved Plans and Specifications; or (ii) such other
locations on the Property as may be requested by Lessor or such public utility companies from
time to time, so long as such locations are reasonably acceptable to Lessee, considering, among
other things, whether such locations cause unreasonable interference with the construction, use
and operation of the Project or undue expense to Lessee. The instruments granting such easements
shall provide, among other things, that the grantee(s) thereunder shall not exercise their rights
thereunder in such a manner as would cause unreasonable interference with the construction, use
and operation of the Project.

11.6 Signage.

(A) Tenant shall have the exclusive right to construct, operate, and
display onsite and offsite premise Signage on the interior, exterior or other portions of the Demised
Property as Tenant deems necessary and desirable so long as such Signage complies with
Applicable Laws. [CITY: LANDLORD APPROVAL?]

(B) Subject to the provisions of the Stadium Lease, Tenant shall have
the exclusive right to sell, license or otherwise grant naming rights related to any structure within,
or portion of, the Demised Property [DOES CITY REQUIRE PARTICIPATION IN NAMING
RIGHTS?]. Tenant agrees that such name shall not: (i) be obscene, as defined by Section
847.001(10), Florida Statutes; or (ii) promote or cast a positive light on the government of any
Sanctioned Countries. Landlord shall include the stadium name selected by Tenant on all
directional or other signage that is installed on City streets and property by Landlord that refers to
or identifies the Project. Tenant shall provide Landlord a non-exclusive license to use the stadium
name and symbolic representations thereof for the purposes described in this Section 11.5.2.
[CITY: LANDLORD APPROVAL?]

REPAIRS AND MAINTENANCE DURING LEASE TERM

12.1 Tenant Repair and Maintenance Obligation on Demised Property.

(A) Repairs. Landlord shall have no maintenance obligation concerning

the Demised Property and no obligation to make any Repairs or replacements, in, on, or to the
Demised Property. Tenant assumes the full and sole responsibility for the condition, operation,
repair, replacement, and maintenance of the Demised Property, including all improvements,
throughout the Lease Term. Tenant shall maintain the Demised Property and all improvements
and buildings in good repair and in a clean, attractive, first-class condition. Tenant shall not commit

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or allow to be committed any waste on any portion of the Demised Property. Tenant’s maintenance
is to include the following:

(i) Maintaining the surfaces in a level, smooth and evenly-

covered condition with the type of surfacing material originally installed or such substitute as shall
in all respects be equal in quality, use, and durability and restriping, repairing and replacing of
paved and parking areas;

(ii) Removing all papers, mud and sand, debris, filth and refuse
and thoroughly sweeping the area to the extent reasonably necessary to keep the area in a clean
and orderly condition;

(iii) Placing, keeping in repair and replacing any necessary

appropriate directional signs, markers and lines;

(iv) Operating, keeping in repair and replacing, where necessary,

such artificial lighting facilities as shall be reasonably required;

(v) Maintaining all perimeter and exterior building walls

including but not limited to all retaining walls in a good condition and state of repair; and

(vi) Maintaining, mowing, weeding, trimming and watering all

landscaped areas and making such replacements of shrubs and other landscaping as is necessary.

The term “Repairs” shall mean all replacements, renewals, alterations, additions
and betterments required by Applicable Laws, or by Tenant. All Repairs made by Tenant shall be
at least substantially similar in quality and class to the original work.

(B) Removal of Dangerous Condition. Promptly after receiving

written notice from Lessor or any other Person of any dangerous condition from time to time
existing on the Property, Lessee shall, at Lessee’s sole cost and expense, do or cause to be done
all things necessary to remove such condition, including, but not limited to, taking appropriate
measures to prevent or repair any erosion, collapse or other unstable condition on the Property.

(C) Insurance. Lessee shall not permit anything to be done upon the
Property or the Leasehold Improvements which would invalidate or prevent the procurement of
all insurance policies required pursuant to the provisions of Article 10.

(D) No Lessor Repair or Maintenance Obligations. Nothing

contained in the Lease shall impose on Lessor the obligation to make any repairs or expend any
monies for the maintenance of the Property, or the renewal, replacement or repair of the Leasehold
Improvements; provided, however that if Lessee fails to do any of the foregoing in accordance
with the terms of Lease, then Lessor, upon reasonable prior written notice to Lessee, may elect, in
its sole discretion, to perform or cause the same to be performed on Lessee’s behalf, and all of the
costs and expenses reasonably incurred by Lessor in connection with the same shall be deemed to
be additional Rent due from Lessee to Lessor hereunder.

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 12.2 Landlord Repair, Operation and Maintenance Obligation on Public Park
Parcel. After Tenant’s completion of the Park Work and the Environmental Work, throughout the
Term of this Lease, Landlord, at its sole cost and expense, shall maintain the Public Park Parcel in
accordance with the terms of the Park Rehabilitation Agreement.

CHANGES AND ALTERATIONS TO BUILDINGS BY TENANT

13.1 Tenant’s Right. Tenant shall have the right at any time or from time to time during
the Term of this Lease, at its sole cost and expense, to expand, rebuild, alter and/or reconstruct the
Improvements, and to raze existing buildings; provided, however, that:

(A) The method, schedule and Plans and Specifications for razing any
existing building and, if applicable, replacing such building with a new building(s) are submitted
to Landlord for its approval (which approval shall be governed by Section 5.9) at least sixty (60)
days prior to the commencement of any razing (unless action is required to comply with building
and safety codes, in which Tenant will provide Landlord with prior written notice that is reasonable
under the circumstances);

(B) The rebuilding, alteration, reconstruction or razing does not

constitute a Material Change, complies with Applicable Laws and the Charter Amendment
approved pursuant to City referendum, does not violate any other provisions of this Lease, and
shall be conducted in the same manner as required by this Lease for the original Improvements,
and in accordance with such conditions, including completion date, are as reasonably required by
Landlord; and

(C) Tenant shall obtain all approvals, Permits and authorizations

required under Applicable Laws.

Notwithstanding the foregoing, none of the following shall require Landlord’s review or
approval:

(i) any normal and periodic maintenance, operation, and repair

of the Improvements; or

(ii) any non-structural interior reconfigurations or non-material

alterations made to the Improvements; or

(iii) any repair or reconstruction to any Improvement damaged

by casualty, which repair or reconstruction is completed in accordance with Section 17.1 below;
or

(iv) any modifications, construction, replacements, or repair

reasonably anticipated by Tenant to cost less than $____________ (which number shall be
adjusted annually to account for changes in the CPI); or

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 (v) any modifications, construction, replacement, or repair of
Improvements consistent with the Development Concept which are approved in writing by
Landlord.

DISCHARGE OF OBLIGATIONS; NO LIENS

14.1 During the Term of this Lease, Tenant will discharge or cause to be discharged any
and all obligations incurred by Tenant that give rise to any liens on the Demised Property, it being
understood and agreed that Tenant shall have the right to withhold any payment to discharge such
lien (or to transfer any such lien to a bond in accordance with Applicable Laws) so long as it is in
good faith disputing liability therefor or the amount thereof, provided (a) such contest of liability
or amount operates as a stay of all sale, entry, foreclosure, or other collection proceedings in regard
to such obligations, or disputed payments are escrowed while the parties negotiate the dispute
(pursuant to written escrow agreement to which the lienor is a party), (b) such action does not
result in Landlord incurring any expense or liability that Tenant does not agree to reimburse, and
(c) such action does not result in a lien or other encumbrance being recorded against the Property.
In the event Tenant withholds any payment as described herein and as a result a lien is imposed
upon Tenant’s leasehold interest in the Demised Property which is not transferred to bond within
ten (10) days of the imposition thereof, it shall give written notice to Landlord of such action and
the basis therefor, and Landlord shall reasonably consent to an extension or deny same detailing
the specific reasons for same.

14.2 The interest of Landlord in the Demised Property shall not be subject in any way to
any liens, including construction liens, for improvements to or other work performed in the
Demised Property by or on behalf of Tenant. This exculpation is made with express reference to
Section 713.10, Florida Statutes. Tenant represents to Landlord that any improvements that might
be made by Tenant to the Demised Property are not required to be made under the terms of this
Lease and that any improvements which may be made by Tenant do not constitute the "pith of the
lease" under applicable Florida case law. Tenant shall notify every contractor making
improvements to the Demised Property that the interest of the Landlord in the Demised Property
shall not be subject to liens.

14.3 If any lien is filed against the Demised Property for work or materials claimed to
have been furnished to Tenant, Tenant shall cause it to be discharged of record or properly
transferred to a bond under Section 713.24, Florida Statutes, within ten days after notice to Tenant.
Further, Tenant shall indemnify, defend, and save Landlord harmless from and against any damage
or loss, including reasonable attorneys’ fees, incurred by Landlord as a result of any liens or other
claims arising out of or related to work performed in the Demised Property by or on behalf of
Tenant.

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 PROHIBITIONS ON USE OF DEMISED PROPERTY AND PUBLIC PARK PARCEL

15.1 Special Provisions Concerning Use of Demised Property by Tenant.

(A) Tenant shall not construct, otherwise develop, or use or allow the
use on the Demised Property, for anything that is inconsistent with the terms and conditions of this
Lease; provided, however, that subject to compliance with this Lease and Landlord approvals,
nothing herein will prohibit Tenant, any subtenant or any Affiliate thereof from (i) developing the
Project with Improvements in the manner contemplated by the Development Concept, as may be
amended; or (ii) developing the Demised Property as a condominium in accordance with
applicable requirements of Chapter 718, Florida Statutes.

(B) The Demised Property shall not knowingly be used for any unlawful
or illegal business, use or purpose, or for any business, use or purpose that constitutes a legal
nuisance of any kind (public or private); or any purpose which violates the approvals of applicable
Governmental Agencies.

(C) No covenant, agreement, lease, sublease, Leasehold Mortgage,

security for a Mezzanine Financing or other instrument shall be effected or executed by Tenant, or
any of its permitted successors or assigns, whereby the Demised Property or any portion thereof
is restricted by Tenant, or any permitted successor in interest, upon the basis of race, color, religion,
sexual orientation, sex or national origin in the lease, use or occupancy thereof. Tenant shall
comply with all Applicable Laws, in effect from time to time, prohibiting discrimination or
segregation by reason of race, color, religion, sexual orientation, sex, or national origin in the lease
or occupancy of the Demised Property.

15.2 Tenant’s Duty and Landlord’s Right of Enforcement Against Tenant and
Permitted Successors and Assignees. Promptly upon learning of the occurrence of actions
prohibited by Section 15.1, Tenant shall promptly take steps to terminate same, including the
bringing of a suit in a court of competent jurisdiction, if necessary. In the event Tenant does not
take steps to terminate a prohibited action within ten (10) Business Days of Tenant learning of any
actions, Landlord may seek appropriate injunctive relief against the party or parties actually
engaged in the prohibited action in the Circuit Court of Miami-Dade County without being
required to prove or establish that Landlord has inadequate remedies at law.

15.3 Public Park Parcel Uses. [CITY: TO DISCUSS] The City may not undertake,
authorize, grant or license any right to, or otherwise permit any of its agents or any third party to
use the Public Park Parcel in any manner inconsistent with its intended purpose as a park and
recreational space for use or that violates the following conditions:

(a) No development within, or use of, the Public Park Parcel, shall be permitted
of the following nature: ____________________, ____________________,
____________________.

(b) Any development within the Public Park Parcel shall be in accordance with
the City standards generally applicable to public parks within the City but should not have highly
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reflective materials, or incorporate lighting that negatively impacts, the Soccer Stadium
Development.

(c) No commercial advertisement shall be permitted within the Public Park

Parcel, except in accordance with the City’s standards generally applicable to other public parks
within the City.

(d) No development within, or use of, the Public Park Parcel shall include any
enterprise promoting or involving the sale of soccer related: (i) services, memorabilia or
merchandise; (ii) ticket brokerage or other businesses promoting or involving the purchase, sale or
exchange of tickets to events; (iii) retail businesses that compete with principal sponsors of Tenant,
MBU or the Soccer Stadium Development; or (iv) restaurants (excluding the existing restaurant
operated in the club house located in the Public Park Parcel).

(e) The City shall not conduct, sponsor, license or permit any event within the
Public Park Parcel that materially [CITY: FLESH OUT] blocks or interferes with ingress or egress
to and from the Soccer Stadium Development during such times as events are taking place thereon.

The City agrees that the foregoing restrictions shall run with the Parent Tract from the Lease
Commencement Date through the Term. The City, at the written request of Tenant, shall record
the foregoing restrictions in an appropriate legal instrument in the land records of Miami-Dade
County.

LIMITATIONS OF LIABILITY

16.1 Limitation of Liability of Landlord. Landlord shall not be liable to Tenant for
any incidental, consequential, special or punitive loss or damage whatsoever.

16.2 Limitation of Liability of Tenant. Tenant shall not be liable to Landlord for any
incidental, consequential, special or punitive loss or damage whatsoever.

DAMAGE AND DESTRUCTION

17.1 Tenant’s Duty to Restore. Subject to Section 17.5, if at any time during the Term
of this Lease, the Demised Property, the Project or any part thereof shall be damaged or destroyed
by fire or other casualty covered within the insurance designation of fire and extended coverage
as same is customarily written in the State of Florida, Tenant, at its sole cost and expense, if so
requested by Landlord, regardless of whether the insurance proceeds related to such casualty are
sufficient to pay for such restoration, repair or reconstruction, shall, using good faith, commence
reasonable and continuous diligence, to repair, alter, restore, replace or rebuild the same as nearly
as reasonably possible to its value, conditions and character which existed immediately prior to
such damage or destruction, subject to such changes or alterations as Tenant may elect to make in
conformity with the provisions of this Lease, modern construction techniques and methods, and
reasonably approved by Landlord. Provided Tenant otherwise complies with the terms of this
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Lease and obtains Landlord’s written approval, it may construct Improvements which are larger,
smaller or different in design, and which represent a use comparable to prior use or as are allowed
by Article 5 of this Lease and by Applicable Laws.

17.2 Interrelationship of Lease Sections. Except as otherwise provided in this Article

17, the conditions under which any construction, repair and/or maintenance work is to be
performed and the method of proceeding with and performing the same shall be governed by all
the provisions of Article 5 and Article 13 herein.

17.3 Loss Payees of Tenant-Maintained Property Insurance. With respect to all

policies of property insurance required to be maintained by Tenant in accordance with this Lease,
(a) Landlord shall be named as a loss payee as its interest may appear (and if a Lender then exists,
the Lender shall also be named as the loss payee), and (b) the loss thereunder shall be payable to
Tenant, Landlord and any Lender under a standard mortgage endorsement. Neither Landlord nor
any Lender shall unreasonably withhold its consent to a release of the proceeds of any fire or other
casualty insurance for any loss which shall occur during the Term of this Lease for repair or
rebuilding (when the Improvements are to be repaired or rebuilt as provided herein); provided that
Lender’s agreement relative to insured losses and use of proceeds shall be subject to the terms of
the Leasehold Mortgage or the security for a Mezzanine Financing (as applicable). Any proceeds
remaining after completion of rebuilding or repair under this Article, shall be paid to Tenant.

17.4 Deferral of Rent. During the period of any repair or maintenance under this Article
17, and provided that such repair or maintenance is being promptly and diligently pursued,
payment of Annual Rent otherwise due and payable during such period shall be deferred until such
time as the repairs/rebuilding has been substantially completed (as evidenced by a temporary
Certificate of Occupancy or completion). Such deferral shall be on a proportionate basis (i.e.,
Annual Rent shall be deferred on the same percentage basis as the percentage of the square footage
of the Improvements that are damaged or destroyed vis-à-vis the square footage of all similar
Improvements within the Demised Property).

17.5 Termination of Lease for Certain Destruction Which is Material and/or

Occurs During Last Three Years of Lease Term. Notwithstanding anything to the contrary
contained herein, in the event that (i) the Improvements (or any part thereof) shall be damaged or
destroyed by fire or other casualty during the last three (3) years of the Term of this Lease (as same
may be extended from time to time by Tenant exercising one or more Options), and the estimated
cost for repair and restoration exceeds an amount equal to twenty-five percent (25%) of the then-
current fair market value of the Major Project Component or Project (as determined by an appraisal
obtained pursuant to Section __, but excluding value of the land), or (ii) the Improvements (or any
part thereof) shall be damaged or destroyed by fire or other casualty at any time during the Term
and either (x) the estimated cost for repair and restoration exceeds fifty percent (50%) of the then-
current fair market value of the Project (as determined by an appraisal secured by Tenant, but
excluding value of the land), or (y) the damage is such that the Improvements cannot be repaired
or rebuilt (as reasonably determined by Tenant) within eighteen (18) months of the occurrence of
such damage or destruction, then Tenant shall have the right to terminate this Lease and its
obligations hereunder by giving written notice to Landlord within ninety (90) days after such
damage or destruction. In the event of termination, this Lease shall terminate fifteen (15) days
following receipt of such written notice, and Tenant shall not be entitled to the return of any Annual

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Rent, though all Rent following the occurrence of such casualty or other damage shall be abated
on the same percentage basis contained in Section 17.4 above. In such event, the property
insurance proceeds for the damaged buildings and Improvements, including business interruption
insurance proceeds, shall be first used for returning the Demised Property to Landlord in the
condition Tenant received it on the Lease Commencement Date of this Lease, including, but not
limited to, the clearing of the land of any construction, after which, any balance shall be paid to
Tenant and any Lender as their respective interests may appear.

TRANSFERS AND RIGHTS OF MORTGAGEES, MEZZANINE FINANCING

18.1 Right to Transfer. Except to the extent provided in Article 18 or transfers to

Permitted Relatives for no consideration, Tenant shall not assign or otherwise transfer any interest
in this Lease (each, a “Transfer”) without the prior written approval of Landlord, which approval
shall be in Landlord’s sole and absolute discretion. Tenant shall provide the City with information
reasonably requested by the City in order to determine whether or not to grant approval of the
assignment as provided herein. Tenant and Guarantor shall remain liable to Landlord for the
prompt and continuing payment of all Rent payable under this Lease following any Transfer. The
joint and several liability of Tenant, Guarantor, and any immediate and remote successor in interest
of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease
on Tenant’s part to be performed or observed, shall not in any way be discharged, released, or
impaired by any agreement that modifies any of the rights or obligations of the Parties under this
Lease or any waiver of, or failure to enforce, any obligation in this Lease.

18.2 Definition of Terms. For purposes of this Article 18, the following terms shall
have the meanings attributed to them in this Section 18.1:

(a) As to Leasehold Estate.

(A) “Leasehold Estate Transfer” means any direct or indirect,

voluntary or involuntary, sale, transfer, or assignment of any right, title or interest in and to this
Lease, the Improvements and/or the Leasehold Estate.

(B) “Lessee Interest Assignment” means: (i) any direct or indirect,

voluntary or involuntary, sale, assignment or transfer of any legal or beneficial interest in, or any
grant of a security interest with respect to, Lessee; (ii) any direct or indirect, voluntary or
involuntary, sale, assignment or transfer of all or substantially all of the assets of Lessee; or (iii)
any merger or consolidation with or of, or recapitalization or other similar transaction with respect
to, Lessee or any Person having any legal or beneficial interest in Lessee.

(C) “Lessee Transfer of Control” means any Lessee Interest

Assignment which results in a change in Voting and Operational Control of Lessee.

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 (b) As to Major Subleasehold Estates:

(A) “Major Subleasehold Estate Transfer” means any direct or

indirect, voluntary or involuntary, sale, transfer, or assignment of any right, title or interest in and
to any Major Sublease or any Major Subleasehold Estate.

(B) “Major Subtenant Interest Assignment” means: (i) any direct or

indirect, voluntary or involuntary, sale, assignment or transfer of any legal or beneficial interest
in, or any grant of a security interest with respect to, any Major Subtenant; (ii) any direct or
indirect, voluntary or involuntary, sale, assignment or transfer of all or substantially all of the assets
of such Major Subtenant; or (iii) any merger or consolidation with or of, or recapitalization or other
similar transaction with respect to, such Major Subtenant or any Person having any legal or
beneficial interest in such Major Subtenant.

(C) “Major Subtenant Transfer of Control” means any Major

Subtenant Interest Assignment which results in a change in Voting and Operational Control of the
applicable Major Subtenant.

(c) Other Terms.

(A) “[MAS] Permitted Transfer Date” means for each Major Project
Component, three (3) years after the [Completion Date] with respect to such Major Project
Component.

(B) “Major Sublease Unrestricted Transfer Date” means the date on

which: (i) the Project shall have achieved a trailing Debt Service Coverage Ratio of [1.3] with
respect to all applicable Approved Leasehold Mortgages; and (ii) the applicable Major Project
Component shall have achieved a trailing Debt Service Coverage Ratio of [1.3] with respect to all
applicable Approved Major Subleasehold Mortgages encumbering the Major Subleasehold Estate
with respect to such Major Project Component.

(C) “Allocated Rent” means: (i) the total Base Rent payable by Lessee
to Lessor hereunder during any applicable Calendar Year, multiplied by a fraction, the numerator
of which is the total acreage of the Property subleased pursuant to any applicable Major Sublease,
and the denominator of which is the total acreage of the Property; (ii) the total Percentage Rent
payable by Lessee to Lessor hereunder during any Calendar Year which is attributable to the Major
Project Component operated pursuant to such Major Sublease; and (iii) the total of any other
Rent(s) payable by Tenant to Landlord hereunder during any applicable Calendar Year, which is
attributable to the Major Project Component operated pursuant to such related Major Sublease.
The foregoing definition of Allocated Rent shall not bind the City Manager in the approval of any
Major Sublease hereunder.

(D) “Tenant’s Net Worth” means the net worth of Tenant, taking into
account the Major Sublease Rent Present Value and such other assets as Tenant may then have.

(E) “Major Sublease Rent Present Value” means the present value
(based on a commercially reasonable interest factor agreed upon by the Parties) of the estimated
aggregate rental stream (including Base Rent, Percentage Rent and all other Rents) required to be
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paid to Lessee under all of the Major Subleases during the then remaining balance of the respective
terms thereof.

(F) “Ground Lease Rent Present Value” means the present value
(based on a commercially reasonably interest factor agreed upon by the Parties) of the total
estimated Rent payable from Tenant to Landlord during the then remaining balance of the Lease
Term.

(G) “Sufficient Lessee Economic Interest” means that either of the

following requirements is met: (A) the aggregate rental stream required to be paid to Tenant under
each Major Sublease during each Calendar Year of the term thereof exceeds, by Twenty Percent
(20%) or more, the Allocated Rent with respect to such Major Sublease which is payable by Tenant
to Landlord hereunder during such Calendar Year; or (B) Tenant’s Net Worth exceeds, by Twenty
Percent (20%) or more, the Ground Lease Rent Present Value.

(H) “Investors” means: (i) all Persons now or hereafter having an equity
interest in the Project; (ii) any direct or indirect legal or beneficial owners of interests in all of the
equity investors in the Project; and (iii) holders of any note, debenture, mortgage or other security
instrument encumbering any Major Project Component(s) and/or any interest in Lessee, other than
any Approved Mortgagee.

(I) [“MAS Equity Contribution” means that equity in the Mas,

individually or through one or more persons which are wholly owned by Mas and over which Mas
has voting and operating control shall equal not less than $_____.]

(d) Special Prohibition on Transfer of Interests.

(A) [CITY?] All Transfers Prohibited PRIOR TO [MAS] Permitted

Transfer Date. Tenant recognizes and agrees that: (i) the experience of Tenant and MAS was
given special consideration by Landlord in the selection process which resulted in the award of
this Lease; (ii) the qualifications and identity of Tenant and MAS are of particular concern to the
community and Landlord; and (iii) it is partially because of such qualifications and identity that
Landlord is entering into this Lease. Accordingly, at all times prior to the MAS Permitted Transfer
Date: (A) the MAS Equity Contribution shall be maintained; (B) MAS shall retain Voting and
Operational Control of Tenant; (C) MAS or Tenant shall retain Voting and Operational Control of
each Major Subtenant then in existence; and (D) Tenant shall own more than Fifty Percent (50%)
of the ownership interests in each Major Subtenant then in existence. Furthermore, at all times
prior to the MAS Permitted Transfer Date, there shall be no Leasehold Estate Transfer, Lessee
Transfer of Control or Major Subleasehold Estate Transfer. Any waiver of the foregoing
requirement shall require the City Manager’s prior written consent, which may be granted or
withheld in his or her sole and absolute discretion. If any Transfer shall occur prior to the MAS
Permitted Transfer Date then, in addition to and in not in lieu of any other amounts due by Tenant
to Landlord under this Lease (including, without limitation all payments of Rent and all amounts
due in connection with a Capital Transaction), Tenant agrees to pay Landlord an amount equal to
the greater of [___ percent (__%)] of Net Sale Proceeds, as hereinafter defined, or [ percent ( %)]
of any and all consideration paid or agreed to be paid, directly or indirectly, to Tenant in connection
with any Transfer, or for the sale of Tenant’s business in connection with any such Transfer (the

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“Pre-MAS Permitted Transfer Fee”). The Tenant shall pay to the Landlord the Pre-MAS
Permitted Transfer Fee at the time the Transfer becomes effective, or in the case of the sale of the
Tenant’s stock at the time the shares of stock are sold. [CITY?]

(B) [CITY?] Transfers Permitted AFTER MAS Permitted Transfer

Date. From and after the MAS Permitted Transfer Date: (i) MAS may divest itself of any and all
equity it has in the Project; and (ii) MAS may divest himself of Voting and Operational Control of
Tenant and/or any Major Subtenant. Any such actions shall require Landlord’s prior written
consent; provided, however, that: (i) any such action shall be in compliance with the provisions of
Section 18.4; (ii) any such action which results in a Leasehold Estate Transfer, a Lessee Transfer
of Control, a Major Subleasehold Estate Transfer or a Major Subtenant Transfer of Control shall
comply with the applicable provisions of this Article. If any Transfer shall occur after the MAS
Permitted Transfer Date then, in addition to and in not in lieu of any other amounts due by Tenant
to Landlord under this Lease (including, without limitation all payments of Rent and all amounts
due in connection with a Capital Transaction), Tenant agrees to pay Landlord an amount equal to
the greater of [____ percent (__%)] of Net Sale Proceeds, as hereinafter defined, or [_____ percent
(___%)] of any and all consideration paid or agreed to be paid, directly or indirectly, to Tenant in
connection with any Transfer, or for the sale of Tenants’ business in connection with any such
Transfer, or in connection with the sale of fifteen percent (15%) or more of Tenant’s stock or
membership interests (the “Post-MAS Permitted Transfer Fee”). Tenant shall pay to the
Landlord the Post-MAS Permitted Transfer Fee at the time the Transfer becomes effective, or in
the case of the sale of the Tenant’s stock at the time the shares of stock or membership interests
are sold. [CITY?]

(C) For purposes hereof, “Net Sale Proceeds” shall mean the net
proceeds to Tenant, or Owner transferring such interest, remaining after payment of: (i) any
Leasehold Mortgage or other debt relating to the Demised Property as prorated proportionately to
the interest being transferred; and (ii) all reasonable costs and expenses of the sale or Transfer,
including commissions, fees, and closing costs.

(e) Leasehold and Major Subleasehold Estates.

(A) Leasehold Estate Transfer or Lessee Transfer of Control

AFTER MAS Permitted Transfer Date. From and after the MAS Permitted Transfer Date, any
Leasehold Estate Transfer or Lessee Transfer of Control shall be permitted, provided that:

(i) Approval. The City Manager shall have given, in

accordance with the Transfer Review Procedures, his or her prior written approval of: (i) the new
Tenant, in the case of a Leasehold Estate Transfer; or (ii) the Person obtaining or having Voting
and Operational Control of Tenant, in the case of any Lessee Transfer of Control;

(ii) Assumption. In the case of a Leasehold Estate Transfer, the

new Tenant shall assume, by written instrument in recordable form and reasonably satisfactory to
the City Attorney, all of the obligations of Tenant under this Lease;

(iii) Voting and Operational Control. At least one Person shall

have Voting and Operational Control of the new Tenant (in the case of a Leasehold Estate Transfer)

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or of Tenant (in the case of a Lessee Transfer of Control), and such Person shall have (or shall
have retained an operator having) not less than ten (10) years of experience in owning or operating
projects which are comparable to the Project;

(iv) No Disqualified Person. The new Tenant (in the case of a

Leasehold Estate Transfer) or the Person acquiring Voting and Operational Control of Tenant (in
the case of a Lessee Transfer of Control) shall not be a Disqualified Person; and

(v) Investors. The requirements of Section 18.4 shall be

satisfied as to all Investors in the new Tenant (in the case of a Leasehold Estate Transfer) or all
new Investors in Tenant (in the case of a Lessee Transfer of Control).

(f) Major Subleasehold Estate Transfer or Major Subtenant Transfer of

Control AFTER MAS Permitted Transfer Date and BEFORE the Major Sublease
Unrestricted Transfer Date. During any period from and after the MAS Permitted Transfer Date
and before the Major Sublease Unrestricted Transfer Date, any Major Subleasehold Estate Transfer
or Major Subtenant Transfer of Control shall be permitted, provided that:

(i) Approval. The City Manager shall have given, in

accordance with the Transfer Review Procedures, his or her prior written approval of: (i) the new
Major Subtenant, in the case of a Major Subleasehold Estate Transfer; or (ii) the Person obtaining
or having Voting and Operational Control of the applicable Major Subtenant, in the case of any
Major Subtenant Transfer of Control (provided, however, that notwithstanding anything contained
to the contrary in the Transfer Review Procedures, the City Manager may grant or withhold his or
her approval of a proposed transferee under this Section in his or her sole and absolute discretion);

(ii) Assumption. In the case of a Major Subleasehold Estate

Transfer, the new Major Subtenant shall assume, by written instrument in recordable form and
reasonably satisfactory to the City Attorney, all of the obligations of the applicable Major
Subtenant under the applicable Major Sublease;

(iii) Voting and Operational Control. At least one Person shall

have Voting and Operational Control of the new Major Subtenant (in the case of a Major
Subleasehold Estate Transfer) or of the applicable Major Subtenant (in the case of a Major
Subtenant Transfer of Control), and shall have (or shall have retained an operator having) not less
than ten (10) years of experience in owning or operating large scale projects which are comparable
to the applicable Major Project Component;

(iv) Sufficient Lessee Economic Interest. There exists a

Sufficient Lessee Economic Interest with respect to such Major Sublease;

(v) No Disqualified Person. The new Major Subtenant (in the

case of a Major Subleasehold Estate Transfer) or the Person acquiring Voting and Operational
Control of the applicable Major Subtenant (in the case of a Major Subtenant Transfer of Control)
shall not be a Disqualified Person; and

(vi) Investors. The requirements of Section 18.4 shall be

satisfied as to all Investors in the new Major Subtenant (in the case of a Major Subleasehold Estate
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Transfer) or all new Investors in the applicable Major Subtenant (in the case of a Major Subtenant
Transfer of Control).

(g) Major Subleasehold Estate Transfer or Major Subtenant Transfer of

Control AFTER MAS Permitted Transfer and also AFTER Major Sublease Unrestricted
Transfer Date. From and after the Major Sublease Unrestricted Transfer Date, any Major
Subleasehold Estate Transfer or Major Subtenant Transfer of Control shall be permitted, provided
that:

(i) Approval. The City Manager shall have given, in

accordance with the Transfer Review Procedures, his or her prior written approval of: (i) the new
Major Subtenant, in the case of a Major Subleasehold Estate Transfer; or (ii) the Person obtaining
or having, Voting and Operational Control of the applicable Major Subtenant, in the case of any
Major Subtenant Transfer of Control;

(ii) Assumption. In the case of a Major Subleasehold Estate

Transfer, the new Major Subtenant shall assume, by written instrument in recordable form and
reasonably satisfactory to the City Attorney, all of the obligations of the applicable Major
Subtenant under the applicable Major Sublease;

(iii) Voting and Operational Control. At least one Person shall

have Voting and Operational Control of the new Major Subtenant (in the case of a Major
Subleasehold Estate Transfer) or of the applicable Major Subtenant (in the case of a Major
Subtenant Transfer of Control), and shall have (or shall have retained an operator having) not less
than ten (10) years of experience in owning or operating large scale projects which are comparable
to the applicable Major Project Component;

(iv) Sufficient Lessee Economic Interest. There exists a

Sufficient Lessee Economic Interest with respect to such Major Sublease;

(v) No Disqualified Person. The new Major Subtenant (in the

case of a Major Subleasehold Estate Transfer) or the Person acquiring Voting and Operational
Control of the applicable Major Subtenant (in the case of a Major Subtenant Transfer of Control)
shall not be a Disqualified Person; and

(vi) Investors. The requirements of Section 18.4 shall be

satisfied as to all Investors in the new Major Subtenant (in the case of a Major Subleasehold Estate
Transfer) or all new Investors in the applicable Major Subtenant (in the case of a Major Subtenant
Transfer of Control).

(h) City Manager Review and Approval Procedures. In the event of a

proposed Leasehold Estate Transfer or Lessee Transfer of Control described in Section 18.2(e) or
any Major Subleasehold Estate Transfer or Major Subtenant Transfer of Control described in
Section 18.2(f) or Section 18.2(g), the following procedures (collectively, the “Transfer Review
Procedures”) shall apply:

(A) Notice to City Manager. Not less than forty-five (45) days prior to
any such proposed transaction, Tenant shall give or cause to be given to the City Manager written
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notice of (and request from the City Manager’s written approval of) the applicable Person
described in Section 18.2(e), Section 18.2(f) or Section 18.2(g), as applicable (the “Proposed
Transferee”), together with the following information: (i) the name and address of the Proposed
Transferee; (ii) a description of the nature and character of the experience and business operations
of the Proposed Transferee; (iii) disclosure of the ownership of such Proposed Transferee (with
back up third-party written information, if possible); (iv) a proposed form of any assignment and
assumption agreement, if required pursuant to Section 18.2(e), Section 18.2 (f) or Section 18.2
(g); and (v) banking references and/or financial information with respect to the Proposed
Transferee reasonably sufficient to enable the City Manager to determine the financial
responsibility of the Proposed Transferee. Such notice and information shall also be accompanied
by an administrative fee of Two Thousand Five Hundred Dollars ($2,500.00) paid to Landlord in
order to reimburse Landlord for all of its internal costs and expenses, including, without limitation,
reasonable costs incurred in connection with the review of financial materials, meetings with
representatives of the Proposed Transferee, and review and approval of the required assignment
documents.

(B) Response by City Manager. [CITY] Within thirty (30) days of the
City Manager’s receipt of the written notice and information described in subparagraph (A) above,
the City Manager shall give Tenant written notice either: (i) that the City Manager has approved
the Proposed Transferee; or (ii) the City Manager is refusing to approve the Proposed Transferee,
in which case the City Manager shall, as part of such written notice, include a statement (with
specificity and reasonable back up information for his or her conclusion and as to which of the five
(5) criteria described in clauses (i) through (v) of subparagraph (A) above are not satisfied and
why) of the reasons for such refusal to approve the Proposed Transferee. If the City Manager fails
to timely give such written approval, he or she shall be deemed to have disapproved the Proposed
Transferee. Any such approval shall not waive any of Landlord’s rights to approve any subsequent
Proposed Transferee for which approval is required under this Article.

(C) Payment of All Sums Then Due. All Rent, Impositions, insurance,
permitting and other charges due and owing, as of the date of the transaction and required to be
paid by Tenant under this Lease shall have been paid by Tenant and all other covenants and
agreements to be kept and performed by Tenant shall have been complied with as of the date of
the transaction.

(D) Assumption of Obligations. If applicable pursuant to Section

18.2(e), Section 18.2(f) or Section 18.2(g), the Proposed Transferee shall, for itself and its
successors and assigns, and especially for the benefit of Landlord, by written instrument in
recordable form and reasonably satisfactory to the City Attorney, expressly assume all of the
obligations of Tenant under this Lease, or all obligations of the Major Subtenant under any
applicable Major Sublease, as applicable. The Proposed Transferee shall deliver to Landlord, or
shall cause to be delivered to Landlord, within thirty (30) days after the effective date of the
transfer, true and correct copies of all of the instruments effectuating the transfer, including any
applicable instrument of assignment and assumption.

(i) City Manager’s Consent Required for Affiliate or Related Party

Transfer. Notwithstanding anything to the contrary contained herein, any Lessee Interest
Assignment or Major Subtenant Interest Assignment: (i) resulting from the death of any Person,

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provided that such Person’s interest is transferred to any spouse, sibling(s) and/or lineal
descendant(s) (collectively, “Permitted Relatives”) of the deceased Person or to one or more
trusts or legal entities for the benefit of any of the Permitted Relatives; (ii) made by any Person to
one or more trusts or legal entities for the benefit of such Person’s Permitted Relatives, provided
that the transferring Person (prior to his or her death) has control over the management and decision
making of such trusts or legal entities; or (iii) made by any Person to Affiliate(s) of such Person,
may be completed at any time with the City Manager’s consent, provided that:

(A) Notice. Tenant or the applicable Major Subtenant shall give the City
Manager prior written notice thereof (or in the case of clause (i), prompt written notice thereof);

(B) No Release. Any Person liable for the obligations of Tenant under
this Lease or the obligations of any Major Subtenant under any Major Sublease (or in the case of
clause (i), such Person’s estate) shall not be released from such liability on account of any such
Lessee Interest Assignment or Major Subtenant Interest Assignment;

(C) No Change in Voting and Operational Control. Such Lessee

Interest Assignment or Major Subtenant Interest Assignment shall not result in any change in the
Person(s) having Voting and Operational Control of Tenant or the applicable Major Subtenant
(except in the case of the death of any natural Person(s) who has Voting and Operational Control),
although such Voting and Operational Control may be exercised through different or additional
intermediary Person(s);

(D) No Disqualified Person. Any applicable transferee shall not be a

Disqualified Person; and

(E) Investors. The provisions of Section 18.4 below shall apply to any
new Investors on account of any such Lessee Interest Assignment or Major Subtenant Interest
Assignment.

(j) Approved Leasehold Mortgages, Leases and Subleases. The provisions

of this Section 18.2 shall not apply to or prohibit: (i) any Approved Leasehold Mortgages,
Foreclosure Transfers or transfers to Approved Subsequent Foreclosure Purchasers or (ii) any
Major Subleases, Space Leases or other leasing or subleasing transactions governed by Article 19
(except that this Section 18.2 shall be applicable to any Investors in any Major Subtenants).

(k) Going Public. Notwithstanding anything to the contrary contained herein,

the City Manager’s consent shall be required for, and the provisions of this Article 18 shall apply
to: (i) the public offering of securities by any Person which is effected pursuant to a registration
statement filed with the Securities & Exchange Commission under the Securities Act of 1933 or
any successor act (or pursuant to any comparable or similar procedure used outside the United
States); provided, however, that if such public offering with respect to Tenant or any Major
Subtenant occurs prior to the MAS Permitted Transfer Date, MAS must retain Voting and
Operational Control of Tenant or such Major Subtenant, as applicable; and (ii) any subsequent
transaction in which such securities are publicly traded.

(l) Other Transactions for Which Consent Is Required. Except for the
procedures as to Investors set forth in Section 18.4, any Lessee Interest Assignment or Major
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Subtenant Interest Assignment or other transaction not constituting a Lessee Transfer of Control
or a Major Subtenant Transfer of Control (including, but not necessarily limited to, any transfer or
conveyance of any portion of the Leasehold Improvements which is subject to any Direct Space
Lease) shall require consent by Landlord pursuant to Section 18.1.

(m) Violation. Any Leasehold Estate Transfer, Lessee Transfer of Control,

Major Subleasehold Estate Transfer or Major Subtenant Transfer of Control made in violation of
the terms of this Article 18 is strictly prohibited and shall be null and void and no force and effect
and shall be deemed an Event of Default by Tenant hereunder.

(n) Acceptance of Rent from Transferee. The acceptance by Landlord of the

payment of Rent following any Leasehold Estate Transfer, Lessee Transfer of Control, Major
Subleasehold Estate Transfer or Major Subtenant Transfer of Control prohibited by this Article
18 shall not be deemed to be a consent by Landlord to any of the foregoing for which such consent
is required, nor shall the same be deemed to be a waiver of any right or remedy of Landlord
hereunder.

18.3 Organizational Documents of Tenant. As of the Lease Execution Date, the

documents listed in Exhibit ___ attached hereto constitute all of the organizational documents of
Tenant, including, without limitation. any operating and/or voting agreements among the members
thereof (collectively, the “Organizational Documents”), and Tenant hereby represents and
warrants to Landlord that Tenant has provided to Landlord true, correct and complete copies of all
such Organizational Documents. Tenant shall promptly provide Landlord with written notice of
any amendments, modifications, additions or terminations of the Organizational Documents,
together with written copies thereof. Prior to the MAS Permitted Transfer Date, the member(s) or
other Investor(s) of Tenant shall not enter into any voting agreements, the effect of which would
cause MAS to relinquish Voting and Operational Control of Tenant.

18.4 Investors.

(A) Investors.

(i) Information to be Provided to City Manager. With

respect to each initial Investor and each proposed subsequent Investor, Tenant shall deliver or
cause to be delivered to the City Manager the following information: (A) the name and address of
the Investor; (B) the Social Security Number or U.S. Federal Taxpayer Identification Number of
the Investor, if one exists (or in the case of foreign investors who do not have a Social Security
Number or U.S. Federal Taxpayer Identification Number, any similar identification number (if one
exists) provided for in the country of their primary residence or domicile); and (C) such other
information and reports or background checks as City Manager may deem necessary to evaluate
the Investor.

(B) City Manager’s Right to Object. Notwithstanding anything to the

contrary contained in this Article 18, the City Manager shall have the right to object to any Investor
(and therefore require that such Investor not have any equity investment in the Project), if such
Person is a Disqualified Person.

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 18.5 Transfers of the City’s Interest.

(A) Conveyance of Interest. During the Lease Term, Landlord may

convey its fee and reversionary interest in the Property or its interest in this Lease to another Person
or Persons, provided that: (i) Landlord gives Tenant prior written notice thereof; (ii) such other
Person or Persons shall assume in writing all of Landlord’s obligations hereunder; and (iii) if more
than one Person acquires any such interest, only one such Person shall be irrevocably designated
in writing by all such Persons to take any actions which shall be binding of all such Persons as
Landlord hereunder.

(B) Subject to this Lease. Any conveyance or transfer by Landlord of

its fee or reversionary interest shall be made subject to the terms and conditions set forth in this
Lease and the rights of Tenant and any Person claiming by, through or under Tenant. The Person
to which Landlord assigns or conveys such fee or reversionary interest shall, for itself and its
successors and assigns and especially for the benefit of Tenant, by written instrument in recordable
form, expressly assume all of the obligations of Landlord under this Lease arising and accruing
after the date of the transfer and agree to be subject to all terms and conditions hereof to which
Landlord is subject.

(C) Mortgage of Fee Interest. The lien, operation and effect of any
mortgage encumbering Landlord’s fee simple estate or other interest in the Property or any portion
thereof shall, at all times and for purposes, be subject, subordinate and inferior to this Lease
(including all of the terms, covenants, conditions and provisions hereof) and the Leasehold Estate
and all rights of Tenant hereunder and any Major Subtenant, Space Tenant or other Person claiming
by, through or under Tenant, including, without limitation, their respective lenders.

18.6 Right to Mortgage/Encumber Leasehold & Right to Pledge Equity Interests.

(a) Definition of Terms. For purposes of this Lease, the following terms shall
have the meanings attributed to them in this Section:

(b) “Approved Initial Construction Lender” means the initial construction

lender approved by Landlord pursuant to the terms of this Lease.

(c) “Approved Leasehold Mortgage” means any mortgage, deed of trust or

similar security instrument (as same may be supplemented, extended, split, consolidated, or
otherwise amended or modified from time to time, all without Landlord’s consent) encumbering
the Leasehold Estate and/or Leasehold Improvements or any portion thereof, so long as: (i) such
instrument does not encumber the City’s fee simple estate; (ii) such instrument secures an
Approved Construction Loan or an Approved Permanent Loan or Approved Mezzanine Financing;
(iii) the funding availability pursuant to any Approved Construction Loan, together with the
funding availability pursuant to any Approved Mezzanine Financing, will not result in the Initial
Equity Requirement not being satisfied; and (iv) the funding availability pursuant to any Approved
Permanent Loan, together with the funding availability pursuant to any Approved Mezzanine
Financing, will not cause the Maximum Project Debt to Value Ratio to be exceeded. For purposes
of the foregoing, the term “funding availability” shall not include any provision for a future
advance which is entirely within the lender’s discretion to make, and any such future advance shall

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be treated as a separate loan for such purposes. Notwithstanding the foregoing, the term
“Approved Leasehold Mortgage” shall also include any other such mortgage, deed of trust or
security instrument approved in writing by the City Manager pursuant to the terms hereof.

(d) “Approved Leasehold Mortgagee” means the holder of an Approved

Leasehold Mortgage.

(e) “Approved Major Subleasehold Mortgage” means any mortgage, deed

of trust or similar security instrument (as same may be supplemented, extended, split, consolidated,
or otherwise amended or modified from time to time, all without Landlord’s consent) encumbering
any Major Subleasehold Estate or any portion thereof, so long as: (i) such instrument does not
encumber the City’s fee simple estate; (ii) such instrument secures an Approved Construction Loan
or an Approved Permanent Loan or any Approved Mezzanine Financing; (iii) the funding
availability pursuant to any Approved Construction Loan, together with the funding availability
pursuant to any Approved Mezzanine Financing, will not result in the Initial Equity Requirement
not being satisfied; and (iv) the funding availability pursuant to any Approved Permanent Loan,
together with the funding availability pursuant to any Approved Mezzanine Financing, will not
cause the Maximum Project Component Debt to Value Ratio to be exceeded. For purposes of
foregoing, the term “funding availability” shall not include any provision for a future advance
which is entirely within the lender’s discretion to make, and any such future advance shall be
treated as a separate loan for such purposes.

(f) “Approved Major Subleasehold Mortgagee” means the holder of an

Approved Major Subleasehold Mortgage.

(g) “Approved Mortgage” means any Approved Leasehold Mortgage or

Approved Major Subleasehold Mortgage.

(h) “Approved Mortgagee” means any Approved Leasehold Mortgagee or

Approved Major Subleasehold Mortgagee.

(i) “Approved Lender” means any Person meeting any of the following
criteria: (i) any insurance company, bank or trust company, pension or retirement fund or trust,
governmental agency or fund, or other financial or lending institution or other lender which is
regulated by, or makes any loans which are regulated by, state or federal laws of the United States,
provided; however, that in the case of a first priority Approved Leasehold Mortgage or a first
priority Approved Major Subleasehold Mortgage, the Financial Standards must be satisfied; (ii)
any similar type of foreign domiciled entity or institution or other lender which is regulated by, or
makes any loans which are regulated by, the country of its domicile provided; however, that in the
case of a first priority Approved Leasehold Mortgage or a first priority Approved Major
Subleasehold Mortgage, the Financial Standards must be satisfied; (iii) any Person which is listed
in the “S&P 500” or the “Fortune500”, or any Affiliate of such Person; (iv) any other lender which
may be approved in writing from time to time by the City Manager as an “Approved Lender”; (v)
in the case of Mezzanine Financing, any Approved Mezzanine Financer; (vi) any successor of any
Person described in clauses (i) through (vi) above; and (viii) any assignee of any Person described
in clauses (i) through (vi) above, so long as such assignee independently meets any of the criteria
set forth in clauses (1) through (vi) above. Notwithstanding the foregoing, the criteria set forth in

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clauses (i) through (vi) above shall not apply to: (A) any loan participants not in privity with or
having direct legal rights with respect to the borrower; or (B) any certificate holder or similar
Person holding an interest from time to time in a securitized loan, conduit loan or similar loan.

(j) “Financial Standards” means that, at the time any applicable loan is made,
the lender making such loan shall have assets in excess of $50,000,000,000 and shall have a credit
rating of not less than “A”; provided, however, that the foregoing requirements: (i) may be satisfied
by aggregating the assets of such lender with those of all of its Affiliates; and (ii) need not be
satisfied by any co-lenders, so long the lender (together with all of its Affiliates as described in
clause (i) above) designated by such co-lenders as the agent” or “lead lender” or any similar
designation satisfies such requirements.

(k) “Approved Construction Loan” means any loan extended by an

Approved Lender to Tenant or any Major Subtenant for the primary purpose of the initial
construction and completion of the Project or any applicable portion thereof, which loan is secured
by an Approved Leasehold Mortgage.

(l) “Approved Mezzanine Financer” means: (i) any company, corporation,

fund or other entity, whether public or private, which: (A) has a portfolio of obligations similar in
type or size to the applicable Mezzanine Financing, which portfolio has a value in excess of
$250,000,000 at the time such Mezzanine Financing is made; (B) is prepared to “front-end” its
commitments (i.e., make advances or place funds into escrow for the purpose of funding initial or
early Project costs); (C) is not named, and has no controlling investor therein, named on any
Government List at the time of the making of such Mezzanine Financing, and is otherwise not a
Disqualified Person; and (D) has not had (nor has any controlling investor therein which has had)
any criminal felony convictions within the immediately preceding ten (10) years prior to the
making of such Mezzanine Financing; or (ii) any other Person meeting the criteria for an Approved
Lender as set forth in the definition thereof.

(m) “Approved Mezzanine Financing” means any financing extended by an

Approved Mezzanine Financer to Tenant or any Major Subtenant with respect to the Project or
applicable portion thereof, which financing: (i) is secured primarily by assets other than the
Demised Property (such as a pledge or hypothecation of shares or other interests in the borrowing
entity), but may (in addition to being secured by such collateral), be secured by a subordinate
mortgage encumbering the Leasehold Estate and/or Leasehold Improvements or any Major
Subleasehold Estate, as applicable; and (ii) may include an equity participation (including any
preferred equity or other ownership interest in Tenant or the applicable Major Subtenant, as
applicable), or a participation in profits or other “equity kicker”.

(n) “Approved Permanent Loan” means any loan extended by an Approved

Lender to Landlord or any Major Subtenant after the initial construction and completion of the
Project or any applicable Major Project Component, which loan is secured by an Approved
Leasehold Mortgage, including, but not limited to: (i) any permanent or mini-permanent loan
(whether a new loan or a conversion of any Approved Construction Loan); and (ii) any loan made
in connection with any subsequent construction, demolition, renovation and/or rehabilitation from
time to time of any portion of the Leasehold Improvements.

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 (o) “Initial Equity Requirement” [CITY] means that Tenant, either directly
or through one or more Investors (as defined in Section 18.2(c)(H)), shall have contributed not
less than _______________________ MILLION DOLLARS AND NO/100 ($____________) in
equity into the Project; provided, however, that in the event that the budgeted Project cost exceeds
_______________________________ MILLION DOLLARS AND NO/100 ($__________),
such required equity contribution by Tenant shall be an amount not less than _________ (__%) of
such budgeted Project cost.

(p) “Maximum Project Debt to Value Ratio” means that: (i) the aggregate
principal indebtedness of all Approved Permanent Loans secured by Approved Leasehold
Mortgages, and all Approved Permanent Loans secured by Approved Major Subleasehold
Mortgages, shall not exceed (exclusive of advances to protect security and overdue and default
interest) Seventy Five Percent (75%) of the Mortgagee Determination of Fair Market Value of the
Project; and (ii) the aggregate principal indebtedness of all Approved Permanent Loans and
Approved Mezzanine Financings secured by Approved Leasehold Mortgages and all Approved
Permanent Loans and Approved Mezzanine Financings secured by Approved Major Subleasehold
Mortgages shall not exceed (exclusive of advances to protect security and overdue and default
interest) Eighty Five Percent (85%) of the Mortgagee Determination of Fair Market Value of the
Project.

(q) “Maximum Project Component Debt to Value Ratio” means, with

respect to any applicable Major Project Component, that: (i) the aggregate principal indebtedness
of all Approved Permanent Loans secured by Approved Major Subleasehold Mortgages with
respect to such Major Project Component shall not exceed (exclusive of advances to protect
security and overdue and default interest) Seventy Five Percent (75%) of the Mortgagee
Determination of Fair Market Value of such Major Project Component; and (ii) the aggregate
principal indebtedness of all Approved Permanent Loans and Approved Mezzanine Financings
secured by Approved Major Subleasehold Mortgages with respect to such Major Project
Component shall not exceed (exclusive of advances to protect security and overdue and default
interest) Eighty Five Percent (85%) of the Mortgagee Determination of Fair Market Value of such
Major Project Component.

(r) “Mortgagee Determination of Fair Market Value” means the fair market
value of the Project or any Major Project Component, as applicable, based on the most current “as-
built” appraisal, prepared by an MAI appraiser licensed to perform appraisal services within the
State of Florida, obtained by an Approved Mortgagee as a condition to making any loan or advance
(including any future advance) by such Approved Mortgagee secured or to be secured by an
Approved Mortgage. In the event that the most current appraisal is more than two (2) years old,
either Party may require a new appraisal or an update and recertification of the prior appraisal. The
cost of such new or recertified appraisal shall be the responsibility of Tenant, but any such new or
recertified appraisal shall be certified to Landlord as well as to Tenant.

(s) “Foreclosure Transfer” means a foreclosure sale with respect to an

Approved Leasehold Mortgage or Approved Major Subleasehold Mortgage or as a result of the
assignment or transfer of the Leasehold Estate or applicable Major Subleasehold Estate in lieu of
foreclosure or other similar transaction.

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 (t) “Approved Foreclosure Transferee” means any Person (including, but
not limited to, any Approved Lender or any Affiliate, designee, nominee or assignee thereof)
acquiring the Leasehold Estate or any Major Subleasehold Estate pursuant to a Foreclosure
Transfer; provided, however, that such Person must: (i) not appear on a Government List at the
time of such Foreclosure Transfer or otherwise be a Disqualified Person; (ii) not have had (or be
controlled by a Person who has had) any criminal felony convictions within the immediately
preceding ten (10) years prior to such Foreclosure Transfer; (iii) have substantial experience in
owning or operating projects which are comparable to the Project or the applicable Major Project
Component, or retain, within a reasonable period of time, an operator having such experience to
operate the Project or the applicable Major Project Component; and (iv) assume in writing all of
the obligations of Tenant hereunder, or all of the obligations of any applicable Major Subtenant
under the applicable Major Sublease, accruing from and after the effective date of such Foreclosure
Transfer, and provide a copy of such assumption agreement to the City Manager within ten (10)
days after the effective date of such Foreclosure Transfer.

(u) “Approved Subsequent Foreclosure Purchaser” means any Person

acquiring the Leasehold Estate or any Major Subleasehold Estate from an Approved Foreclosure
Transferee, provided that such Person must: (i) not appear on a Government List at the time of
such acquisition or otherwise be a Disqualified Person; (ii) not have had (or be controlled by a
Person who has had) any criminal felony convictions within the immediately preceding ten (10)
years prior to such acquisition; (iii) have substantial experience in owning or operating projects
which are comparable to the Project or the applicable Major Project Component, or retain, within
a reasonable period of time, an operator having such experience to operate the Project or the
applicable Major Project Component; and (iv) assume in writing all of the obligations of Tenant
hereunder, or all of the obligations of any applicable Major Subtenant under the applicable Major
Sublease, accruing from and after the effective date of such acquisition, and provide a copy of such
assumption agreement to the City Manager within ten (10) days after the effective date of such
acquisition.

(v) Prohibited Mortgages.

(A) Leasehold Estate. Other than pursuant to an Approved Leasehold

Mortgage, Tenant may not mortgage, pledge or otherwise encumber all or any part of Tenant’s
interest in the Leasehold Estate and/or the Leasehold Improvements (and no such mortgage, pledge
or other encumbrance shall be valid or effective) without Landlord’s prior written consent, which
may be withheld in its sole and absolute discretion.

(B) Major Subleasehold Estate. Other than pursuant to an Approved

Major Subleasehold Mortgage, no Major Subtenant may mortgage, pledge or otherwise encumber
all or any part of such Major Subtenant’s interest in its Major Subleasehold Estate (and no such
mortgage, pledge or other encumbrance shall be valid or effective), without Landlord’s prior
written consent, which may be withheld in its sole and absolute discretion.

(C) Lessee Not to Encumber Lessor Interest. Lessee shall have no

right or power to, and shall not in any way encumber the title of Lessor in and to the Property, or
the title of Lessor’s remainder or residual interest in the Improvements. The fee simple estate of
Lessor in the Property and the residual interest of Lessor in the Improvements shall not be in any

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way subject to any claim by way of lien or otherwise, whether claimed by operation of law or by
virtue or any express or implied lease or contract or other instrument made by Lessee and any
claim by way of lien or otherwise upon the Property or in the Leasehold Improvements arising
from any act or omission of Lessee shall accrue only against Lessee’s interest in the Improvements.

(w) Permitted Mortgages.

(A) Leasehold Estate. Tenant is freely permitted to grant any and all
Approved Leasehold Mortgages.

(B) Major Subleasehold Estates. Each Major Sublessee is freely

permitted to grant any and all Approved Major Subleasehold Mortgages.

(C) Mortgages Encumbering Space Leasehold Estates. Nothing

contained herein shall be deemed to prevent: (i) any Space Tenant from granting any mortgage,
deed of trust or other similar security instrument encumbering its right, title and interest in, to and
under the applicable Space Lease; or (ii) any holder of any such mortgage, deed of trust or other
instrument from foreclosing upon such instrument or accepting an assignment or transfer in lieu
thereof and thereafter assigning or transferring the collateral under such instrument to another
Person, all subject to and in accordance with the terms and conditions of the applicable Space
Lease.

(D) Amendments. Upon the request of any actual or prospective

Approved Leasehold Mortgagee or Approved Major Subleasehold Mortgagee or any Approved
Mezzanine Financer, Landlord and Tenant shall enter into a modification or amendment of this
Lease to incorporate such commercially reasonable modifications, additions or deletions to this
Lease as such party may reasonably request so as to render this Lease and any applicable Major
Sublease “financeable” based on criteria for “financeability” typically imposed in comparable
transactions, provided that such modification or amendment does not: (i) affect the business and
financial terms of this Lease; (ii) constitute a material deviation from the Referendum; or (iii)
significantly impair the protections afforded to Landlord pursuant to this Lease and the Non-
Disturbance Agreements described below, or (iv) impose any additional material burdens on
Landlord.

(E) Notification of Landlord. Notwithstanding any actual or

constructive notice that Landlord may have of an Approved Leasehold Mortgage or an Approved
Major Subleasehold Mortgage, no such Approved Leasehold Mortgagee, Approved Major
Subleasehold Mortgagee or other Approved Lender shall have the rights or benefits described in
this Article, nor shall the provisions of this Article 18 be binding upon Landlord with respect to
any such mortgage or any assignment thereof, unless or until such Approved Leasehold
Mortgagee, Approved Major Subleasehold Mortgagee or other Approved Lender shall deliver to
Landlord a copy of such applicable Approved Leasehold Mortgage or Approved Major
Subleasehold Mortgage and/or any other applicable security documents encumbering the collateral
thereunder, together with an executed Non-Disturbance Agreement, substantially in form and
substance as that attached hereto as Exhibit “M” for Approved Leasehold Mortgages and
Exhibit “N” for Approved Major Subleasehold Mortgages; provided, however, that the City
Manager shall not unreasonably withhold his or her consent to any commercially reasonable

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modifications to such forms as may be reasonably requested by the applicable Leasehold
Mortgagee or Major Subleasehold Mortgagee so as to render this Lease and any applicable Major
Sublease “financeable” based on criteria for “financeability” typically imposed in comparable
transactions, provided, that such modifications do not: (i) affect the business and financial terms
of this Lease; (ii) constitute a material deviation from the Referendum; or (iii) significantly impair
the protections afforded to Landlord pursuant to this Lease and the Non-Disturbance Agreements
described above, or (iv) impose any additional material burdens on Landlord. Nothing contained
in any such mortgage or contained herein, whether express or implied, shall have the effect of
subordinating any interest or estate of Landlord in and to the Demised Property, to the lien of such
mortgage.

(x) Foreclosure.

(A) Leasehold Estate. Subject to and in accordance with the provisions

of the applicable Non-Disturbance Agreement, any Approved Foreclosure Transferee may become
the legal owner of the Leasehold Estate through a Foreclosure Transfer. Thereafter, such Approved
Foreclosure Transferee may freely assign or transfer the Leasehold Estate without Landlord’s
consent to any Approved Subsequent Foreclosure Purchaser; provided however, that subsequent
assignment or transfer thereof by such Approved Subsequent Foreclosure Purchaser to any other
Person must comply with the provisions of Article 18 hereof.

(B) Major Subleasehold Estate. Subject to and in accordance with the

provisions of the applicable Non-Disturbance Agreement, any Approved Foreclosure Transferee
may become the legal owner of the applicable Major Subleasehold Estate through a Foreclosure
Transfer. Thereafter, such Approved Foreclosure Transferee may freely assign or transfer such
Major Subleasehold Estate without Landlord’s consent to any Approved Subsequent Foreclosure
Purchaser; provided, however, that any subsequent assignment or transfer thereof by such
Approved Subsequent Foreclosure Purchaser to any other Person must comply with the provisions
of Article 18 hereof.

(y) New Lease.

(A) Leasehold Estate.

(i) Obtaining New Lease. If this Lease shall (x) terminate for
any reason other than an Event of Default on account of Tenant’s failure, beyond the applicable
cure period, to pay any Rent, Impositions, or the cost of insurance required hereunder, as to which
Event of Default, the Approved Mortgagee was provided notice and an opportunity to cure in
accordance with this Agreement and any applicable Non-Disturbance Agreement and failed to so
cure within the time provided for therein, or (y) be rejected or disaffirmed pursuant to bankruptcy
law or other law affecting creditor’s rights, any Approved Leasehold Mortgagee or Approved
Foreclosure Transferee shall have the right, exercisable by written notice to Landlord within thirty
(30) days after the effective date of such termination, to enter into a new lease of the Property with
Landlord (the “New Lease”), provided that such Approved Leasehold Mortgagee or Approved
Foreclosure Transferee shall have remedied all defaults on the part of Tenant involving the
payment of money to Landlord, and shall continue to pay all Rent that would come due under this
Lease but for such termination. The term of the New Lease shall begin on the date of the

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termination of this Lease and shall continue for the remainder of the Lease Term, including any
Option terms. Such New Lease shall otherwise contain the same terms and conditions as those set
forth herein, except for requirements which are no longer applicable or have already been
performed; provided, however, that: (i) such New Lease shall require the lessee thereunder
promptly to commence, and expeditiously to continue, to remedy all other defaults on the part of
Tenant hereunder to the extent reasonably susceptible of being remedied; and (ii) such New Lease
shall permit such Approved Leasehold Mortgagee or Approved Foreclosure Transferee to assign
the New Lease to an Approved Subsequent Foreclosure Purchaser without Tenant’s consent;
provided however, that any subsequent assignment or transfer thereof by such Approved
Subsequent Foreclosure Purchaser to any other Person must comply with the provisions of Article
18 hereof. The Person obtaining such New Lease shall be subrogated to the rights of Landlord
against Tenant as to any monetary defaults of Tenant which are cured by such Person as a condition
to obtaining such New Lease, and any other defaults which are remedied by such Person as
provided by clause (i) above (but not as to any other matters). It is the intention of the Parties
hereto that such New Lease shall have the same priority relative to other rights or interests to or in
the Demised Property as this Lease. The provisions of this Section shall survive the termination of
this Lease and shall continue in full force and effect thereafter to the same extent as if this Section
were a separate and independent contract among Landlord, Tenant and the Approved Leasehold
Mortgagee. From the date on which any Approved Leasehold Mortgagee or any Approved
Foreclosure Transferee shall serve upon Landlord the aforesaid notice of the exercise of its rights
to a New Lease, such Approved Leasehold Mortgagee or Approved Foreclosure Transferee may
use and enjoy the Demised Property without hindrance by Landlord but subject to compliance with
the terms of this Lease as aforesaid.

(ii) Execution of Other Documents. Simultaneously with the

making of such New Lease, the party obtaining such New Lease, Landlord, all Major Subtenants,
all Approved Major Subleasehold Mortgagees, and any Space Tenants (to the extent such Space
Tenants are entitled to enter into Non-Disturbance Agreements pursuant to Section 18.6(w)(E)
and have done so) and their respective lenders shall execute, acknowledge and deliver such new
instruments, including new mortgages and other security documents, new Major Subleases, new
Space Leases, and new Non-Disturbance Agreements, as the case may be, and shall make such
payments and adjustments among themselves, as shall be necessary and proper for the purpose of
restoring to each of such parties as nearly as reasonably possible, the respective interests and status
with respect to the Property which was possessed by the respective parties prior to the termination
of this Lease (including, but not limited to, any rights and obligations under any applicable Non-
Disturbance Agreements entered into pursuant to the provisions of this Lease.

(iii) No Termination by Tenant of any Major Sublease or

Space Lease. Between the date of termination of this Lease and the date of execution and delivery
of the New Lease, if the Approved Leasehold Mortgagee or Approved Foreclosure Transferee
shall have requested such New Lease as provided for in this Section, Tenant shall not cancel or
terminate any Major Sublease or Space Lease or accept any cancellation, termination or surrender
thereof (unless such termination shall be effective as a matter of law on the termination of this
Lease) without the prior written consent of such Approved Leasehold Mortgagee or Approved
Foreclosure Transferee.

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 (iv) No Condition to Cure Uncurable Defaults. Nothing
contained in this Lease shall require any Approved Leasehold Mortgagee or Approved Foreclosure
Transferee as a condition to its exercise of its right to enter into a New Lease to cure any default
of Tenant or any Major Subtenant not reasonably susceptible of being cured by such Approved
Leasehold Mortgagee or Approved Foreclosure Transferee, in order to comply with the provisions
of this Section.

(v) Subordination, Non-Disturbance and Attornment

Agreement. The Non-Disturbance Agreement described in Exhibit “__” shall include provisions
addressing other matters concerning any New Lease, among other things: (a) the disclaimer of any
representation or warranty by Landlord as to title to, the condition of, or other matters with respect
to the Property and/or the Leasehold Improvements, to the extent provided for herein; (b) the
responsibility of the applicable Approved Leasehold Mortgagee to remove Tenant from possession
with Landlord’s cooperation; and (c) procedures for obtaining a New Lease where more than one
Approved Leasehold Mortgagee requests same.

(vi) Major Subleasehold Estates. Tenant agrees (and Landlord

acknowledges) that each Major Sublease shall contain provisions therein comparable to those set
forth in Section 18.6(y) for the benefit of each Approved Major Subleasehold Mortgagee.

(B) Liability of Approved Mortgagee.

(i) Leasehold Estate. No Approved Leasehold Mortgagee (or

any assignee, designee or nominee thereof) or Approved Foreclosure Transferee shall become
liable for the performance or observance of any covenants or conditions to be performed or
observed by Tenant, unless and until such Approved Leasehold Mortgagee (or any assignee,
designee or nominee thereof) or Approved Foreclosure Transferee acquires possession of the
Leasehold Estate, becomes the owner of the Tenant’s interest hereunder, or enters into a New
Lease with Landlord pursuant to Section 18(y) above. Thereafter, such Approved Leasehold
Mortgagee (or any assignee, designee or nominee thereof) or Approved Foreclosure Transferee
shall be liable for the performance and observance of those covenants and conditions only for so
long as such Approved Leasehold Mortgagee (or any assignee, designee or nominee thereof) or
Approved Foreclosure Transferee remains in possession, owns such interest or is lessee under such
New Lease (and thereafter to the extent of any proceeds from the transfer or conveyance of such
interest, but only as to any such covenants and conditions accruing to the date of such transfer or
conveyance).

(ii) Major Subleasehold Estate. No Approved Major

Subleasehold Mortgagee (or any assignee, designee or nominee thereof) or Approved Foreclosure
Transferee shall become liable for the performance or observance of any covenants or conditions
to be performed or observed by the applicable Major Subtenant, unless and until such Approved
Major Subleasehold Mortgagee (or any assignee, designee or nominee thereof) or Approved
Foreclosure Transferee acquires possession of the applicable Major Subleasehold Estate, becomes
the owner of the Major Subtenant’s interest under the applicable Major Sublease, or enters into a
new sublease pursuant to provisions in the applicable Major Sublease described in Section 18.6(y)
above. Thereafter, such Approved Major Subleasehold Mortgagee (or any assignee, designee or
nominee thereof) or Approved Foreclosure Transferee shall be liable for the performance and

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observance of those covenants and conditions only for so long as such Approved Major
Subleasehold Mortgagee (or any assignee, designee or nominee thereof) or Approved Foreclosure
Transferee owns such interest or is sublessee under such new sublease (and thereafter to the extent
of any proceeds from the transfer or conveyance of such interest, but only as to any such covenants
and conditions accruing to the date of such transfer or conveyance).

(z) Assignment of Development Plans and Project Approvals.

(A) Grant of Right to Use. Tenant hereby grants Landlord the right to
use the Development Plans and the ability to grant to other professionals the right to use the
Development Plans (subject to the rights of the architect(s) and engineer(s) who prepared the
Development Plans and to the rights of any Approved Mortgagees therein) and all Project
Approvals. Landlord agrees not to enforce such use right until after the occurrence of an Event of
Default by Tenant. Furthermore, such use right shall be subject, subordinate and inferior to any
rights with respect to the Development Plans and the Project Approvals which are granted to any
Approved Leasehold Mortgagee or Approved Major Subleasehold Mortgagee as security for any
applicable loan. If required by any Approved Mortgagee, Landlord shall join in any pledge of such
rights as security for any Approved Leasehold Mortgage or Approved Major Subleasehold
Mortgage solely to subordinate Landlord’s interest in the same to the interest of such Approved
Leasehold Mortgage or Approved Major Subleasehold Mortgage.

(B) Ownership Upon Termination of Lease. In the event of

termination of this Lease on account of an Event of Default by Tenant, Landlord shall be entitled
to the full, complete and unconditional use and ownership of the Development Plans and the ability
to grant to other professionals the right to use the Development Plans (subject to the rights of the
architect(s) and engineer(s) who prepared the Development Plans), and full, complete and
unconditional ownership of the Project Approvals, without payment of any consideration therefor
by Landlord to Tenant, provided that these rights shall be subject, subordinate and inferior to the
rights therein of any Approved Leasehold Mortgage or Approved Major Subleasehold Mortgage
(or any applicable Approved Foreclosure Transferee), to the extent that a New Lease is entered
into pursuant to Section 18.6(y) or a new Major Sublease is entered into pursuant to the
comparable provisions of any Major Sublease.

(C) Comparable Assignment in Major Subleases. Tenant covenants

that each Major Sublease shall include an assignment (which assignment shall be comparable to
that set forth in subparagraph (A) above) of such Major Subtenant’s rights in and to any portion of
the Development Plans and the Project Approvals, as the same pertain to the Major Sublease, such
that the rights granted by Tenant herein shall include Tenant’s rights to use any such Development
Plans and Project Approvals which were prepared in connection with such Major Subleasehold
Estate.

(D) Survival. The provisions of this Section 18.6(z) shall survive any
termination of this Lease.

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 (aa) Mezzanine Financing.

(A) Secured By Approved Mortgage. Any Approved Mezzanine

Financing may be secured in whole or in part by an Approved Mortgage. In such case, the
applicable Approved Mezzanine Financer shall be deemed to be an Approved Mortgagee and
entitled to all the rights and benefits hereunder of an Approved Mortgagee.

(B) Secured by a Pledge. Any Approved Mezzanine Financing made

by an Approved Mezzanine Financer may be secured in whole or in part by a pledge or
hypothecation of, or any other security interest in, any membership interests, shares or other
ownership and/or voting interests in or rights of Tenant or any applicable Major Subtenant. Any
Approved Mezzanine Financing made by an Approved Mezzanine Financer, and any such pledge,
hypothecation or other granting of any such security interest, may be made freely and without
Landlord’s consent; provided that if such Approved Mezzanine Financing is secured by an
Approved Mortgage, it shall be in compliance with the applicable provisions of this Article 19.
Furthermore, subject to subparagraph (C) below, any Approved Mezzanine Financer or Approved
Lender (or any assignee who meets the criteria for an Approved Mezzanine Financer or Approved
Lender, and any nominee or designee of an Approved Mezzanine Financer or Approved Lender)
may, at any time, without Landlord’s consent: (i) realize upon any such pledge, hypothecation or
security interest in accordance with the terms of any applicable security agreements or instruments
(or accept an assignment, conveyance or transfer in lieu thereof) and become the owner and holder
of the applicable membership interests, shares or other ownership and/or voting interests in or
rights of Tenant or any applicable Major Subtenant (collectively, a “Realization Upon Mezzanine
Collateral”); and (ii) thereafter sell, convey, assign or transfer same to any other Person(s),
provided that: (A) such Person(s) or Investors therein satisfy the requirements of Section 18.2 and
Section 18.4 and (B) such sale, conveyance, assignment or transfer does not violate the terms and
conditions of Section 18.1.

(C) Transfer of Control Upon Realization of Collateral. In the case

of any Realization Upon Mezzanine Collateral which results in a Lessee Transfer of Control or a
Major Subtenant Transfer of Control, as applicable: (i) such event shall deemed a Foreclosure
Transfer (even if the applicable Approved Mezzanine Financing is not secured by an Approved
Mortgage, or if the Approved Mezzanine Financer holds an Approved Mortgage but elects not to
exercise its rights and remedies thereunder), and any Person which obtains Voting and Operational
Control of Tenant or the applicable Major Subtenant, as applicable, shall be deemed an Approved
Foreclosure Transferee (provided that such Person satisfies the requirements of clauses (i), (iii),
and (iv) in the definition of an Approved Foreclosure Transferee), and such Person shall thereupon
be entitled to all of the rights and benefits afforded hereunder to an Approved Foreclosure
Transferee, including, without limitation, the right to transfer its interest in Tenant or the applicable
Major Subtenant to an Approved Subsequent Foreclosure Purchaser; provided however, that any
subsequent assignment or transfer by such Approved Subsequent Foreclosure Purchaser to any
other Person must comply with the provisions of Article 18 hereof.

(D) Absolute Grant of Equity As a Condition to Approved

Mezzanine Financing. In the event any Approved Mezzanine Financer requires, as a condition to
extending any Approved Mezzanine Financing, that Tenant or any applicable Major Subtenant, as
applicable, grant to such Approved Mezzanine Financer an absolute ownership or equity interest,

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direct or indirect, in Tenant or any applicable Major Subtenant (i.e., where such grant does not
serve as collateral or security for any Approved Mezzanine Financing), such grant may be made,
provided that such grant of ownership does not violate the terms and conditions of Article 18.

(bb) Purchase Money Financing. Notwithstanding anything to the contrary

contained herein: (i) Tenant shall have the right to take back a purchase money mortgage in
connection with any Leasehold Estate Transfer and to exercise all of its rights and remedies
thereunder, but subject to the superior rights of any Approved Mortgagee; and (ii) any Major
Subtenant shall have the right to take back a purchase money mortgage in connection with any
Major Subleasehold Estate Transfer and to exercise all of its rights and remedies thereunder, but
subject to the superior rights of any Approved Mortgagee. The indebtedness secured by any such
purchase money mortgage encumbering the Leasehold Estate and/or Leasehold Improvements and
the indebtedness secured by any such purchase money mortgage encumbering any Major
Subleasehold Estate shall be included in any calculation of the Maximum Project Debt to Value
Ratio. The indebtedness secured by any such purchase money mortgage encumbering any Major
Subleasehold Estate shall be included in any calculation of the Maximum Project Component Debt
to Value Ratio with respect to such Major Subleasehold Estate. No such purchase money mortgage
may be assigned by the holder thereof to another Person unless such other Person qualifies as an
Approved Lender under the criteria set forth in the definition thereof in Article 18.

18.7 Estoppel Certificates from Landlord. Upon request of Tenant, any Lender or any
subtenant, Landlord agrees to give such requesting party an estoppel certificate in accordance with
Section 25.2 herein, and the requesting party shall be entitled to rely on the estoppel certificate;
provided that Landlord shall not incur any liability for damages to any Lender, subtenant, or other
third party by virtue of providing such certificate, even if later determined to be inaccurate
(provided that Landlord has exercised good faith in so providing).

(A) Right to Create Leasehold Condominium. During the Term of

this Lease, Tenant, subject to the terms of the Lease and in compliance with Section 718.401,
Florida Statutes, shall be permitted from time to time, to create one or more leasehold
condominium regimes with respect to the Hotel and Office/Retail Project, with the prior consent
of Landlord. Tenant shall give written notice to Landlord specifying the name and address of any
condominium association to which notices required by this Lease shall be sent, and a copy of the
governing documents of the condominium regime. [TO BE DISCUSSED, INCLUDING
NATURE OF CONDOMINIUM, TERMINATION OF CONDOMINIUM UPON
TERMINATION OR EXPIRATION OF GROUND LEASE; TRANSFER FEES].

18.8 Capital Transaction. Notwithstanding anything to the contrary in this Lease,

Tenant agrees that upon the occurrence of a Capital Transaction, Tenant will pay to Landlord an
amount equal to ___ percent (__%) of the Gross Revenues actually received by, or payable to,
Tenant from any Capital Transaction. Tenant shall provide Landlord with access to reasonable
documentation to confirm the amount payable pursuant hereto. [CITY TO REVIEW AND
COMMENT]

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 LESSEE’S RIGHTS TO MAJOR SUBLEASES AND SPACE LEASES

19.1 Leasing and Subleasing. Except to the extent provided in this Article 19, Lessee
shall not sublease or license or grant any other use or occupancy rights with respect to the Demised
Property, the Leasehold Improvements or the Leasehold Estate without the Lessor’s prior written
approval, which approval shall be in Lessor’s sole and absolute discretion.

19.2 Major Subtenant SNDA’s. On Lessor’s request, Lessee shall enter into
Subordination, Non-Disturbance and Attornment Agreements with each Major Subtenant
substantially in form and substance attached hereto as Exhibit “__”; provided, however, that the
City Manager shall not unreasonably withhold his or her consent to any commercially reasonable
modifications to such form as may be requested by the applicable Major Subtenant, any Approved
Major Subleasehold Mortgagee or any Approved Mezzanine Financer providing Approved
Mezzanine Financing to such Major Subtenant.

19.3 Major Subleases. Subject to the provisions of this Article 19, Lessee shall have
the right at any time during the Lease Term to enter into a Major Sublease for each of the Major
Project Components with a Major Subtenant, provided that: (i) the provisions of Article 18 are
satisfied as to each such Major Subtenant; and (ii) each such Major Sublease shall meet the
requirements set forth in subparagraph (A) below.

(A) Requirements for Major Subleases. Lessee shall provide to Lessor

copies of all Major Subleases and amendments thereto. Each Major Sublease (as well as any
material modification or amendment thereof) shall be subject to the City Manager’s prior written
approval in accordance with the City Manager Approval Procedures. Each Major Sublease shall:

(i) Term. Be for a term equal to or less than the presently

existing Lease Term (i.e., which shall include any properly exercised Options and shall not include
any unexercised Options but may have corresponding extension Options);

(ii) Covenants. Include the covenants required by the applicable

Sections of this Lease;

(iii) Subordination. Provide that such Major Sublease shall be

subject and subordinate to the terms of this Lease (but subject to the provisions of any applicable
Non-Disturbance Agreement described in Article 18);

(iv) Bank and Records. Provide that the applicable Major

Subtenant shall maintain full and accurate books and records of such Major Subtenant’s business,
operation or enterprise, in accordance with the requirements under Article 18, and that Lessor
shall have the same rights, including, without limitation, the audit rights, set forth therein with
respect to such Major Subleases;

(v) Mortgagee Cure Rights. Include provisions permitting any

Approved Leasehold Mortgagee to cure defaults by Lessee thereunder, and any applicable
Approved Major Subleasehold Mortgagee to cure defaults by such Major Subtenant thereunder;
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 (vi) Lessor Cure Rights. Include provisions permitting Lessor to
cure defaults by Lessee thereunder;

(vii) No Action Causing Default under Lease. Provide that such

Major Subtenant shall not take any action (or fail to acts which would result in an Event of Default
hereunder;

(viii) Compliance With Laws and Insurance. Provide that such

Major Subtenant shall comply in all material respects with all Applicable Laws as to the applicable
Major Project Component, and any and all requirements of public liability, fire and other policies
of insurance which may be applicable to its operations, activities, rights and obligations under such
Major Sublease;

(ix) Maintenance of Insurance. Provide that such Major

Subtenant shall maintain the insurance coverages set forth in Article 10 with respect to the
applicable Major Project Component governed by the Major Sublease;

(x) Casualty and Condemnation. Include casualty and

condemnation provisions with respect to the applicable Major Project Component which are
substantially similar to those contained in this Lease;

(xi) Use Restrictions. Include restrictions on Major Subtenant

Transfers of Control with respect to the applicable Major Subtenant and Major Subleasehold Estate
Transfers with respect to the applicable Major Subleasehold Estate which are substantially similar
to those contained in Article 18;

(xii) Notice of Default under Operating Agreements. Include a

provision requiring Lessee and the applicable Major Subtenant to promptly provide to Lessor a
copy of any written notice(s) received or sent by Lessee and/or the applicable Major Subtenant
which either: (A) claims or alleges that any party to an operating agreement(s) (including, without
limitation, the applicable Major Subtenant) is in default under such Operating Agreement(s): or
(B) expresses an intention to terminate any such Operating Agreement(s) by any party to such
Operating Agreement(s);

(xiii) Notice of Default under Mortgages. Include a provision

requiring Lessee and the applicable Major Subtenant to promptly provide to Lessor copies of any
written notice(s) received by Lessee or the applicable Major Subtenant, which notice(s) claims or
alleges that such Major Subtenant is in default under any Approved Major Subleasehold
Mortgage(s);

(xiv) Advance Rent. Provide that in no event shall Lessee be

permitted to accept more than two (2) months’ rent in advance of the then current month under
any Major Sublease; and

(xv) Rentals. Provide for such rentals as are necessary to maintain

a Sufficient Lessee Economic Interest (as defined in Article 18).

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 19.4 Space Leases.

(A) Approval of Certain Space Leases. Any single Space Lease for
more than 50,000 net rentable square feet shall require the prior written approval of the City, which
approval shall be in Landlord’s sole and absolute discretion.

(B) Right to Enter into Space Leases. Lessee and/or any Major
Subtenant shall have the right to enter into any other Space Leases with respect to each of the
Major Project Components without Lessor’s consent, provided that all such Space Leases shall:
(i) be for a Permitted Use and not for any Prohibited Use; (ii) be entered into in a non-
discriminatory fashion; (iii) be negotiated at arm’s length; (iv) have adequate security deposits in
the good faith judgment of Lessee or the applicable Major Subtenant; (v) be on lease forms
previously supplied to Lessor or on another form typically required by any national tenant (but in
each case with such modifications as shall have been negotiated with the applicable Space Tenant);
(vi) be within the tenant improvement guidelines prepared by Lessee reasonably and in good faith
and submitted by Lessee to Lessor from time to time (or as to Space Leases with national tenants,
as required by such national tenants); (vii) be within the rental rate guidelines prepared by Lessee
reasonably and in good faith and submitted by Lessee to Lessor from time to time (it being
understood that such guidelines shall generally provide for market rents to be charged, unless
specified circumstances or conditions are applicable to particular Space Leases as agreed upon by
Lessor and Lessee reasonably and in good faith); (viii) result in a complementary tenant mix,
including a variety of restaurants with varied price points; and (ix) result in first-class operations
befitting the Project.

(C) Assignment of Rents. As security for the prompt payment of Rent

hereunder, Lessee hereby: (i) assigns to Lessor all of its right, title and interest in and to any and
all existing and future Major Subleases and Space Leases and all rents due and to become due
thereunder; and (ii) grants to Lessor the right to collect such rents and apply same to the Rent due
hereunder; provided, however, that Lessee shall be entitled to collect and receive such rents in
accordance with the teams of such Major Sublease and Space Leases unless and until an Event of
Default has occurred and is continuing. Lessor’s rights under this subparagraph (C) shall be (and
are hereby made) subject, subordinate and inferior in all respects and for all purposes to any right,
title and interest of each and every Approved Mortgagee in and to all such Major Subleases and
Space Leases and all such rents due and to become due thereunder. Upon the written request of
any such Approved Mortgagee, Lessor shall execute such instruments as such Approved
Mortgagee may request for the purpose of confirming the foregoing subordination.

(D) Non-Disturbance. Upon Lessee’s request, Lessor shall enter into a

Subordination, Non-Disturbance and Attornment Agreement with any Space Tenant which meets
one or more of the following criteria: (1) such Space Tenant will occupy more than 50,000 net
rentable square feet; (ii) such Space Tenant will have a Space Lease having a team exceeding five
(5) years; or (iii) such Space Tenant is a national tenant which requires non-disturbance protection.
The form of such Subordination, Non-Disturbance and Attornment Agreement shall be
comparable to the form for Major Subtenant set forth in Exhibit “O”; provided, however, that the
City Manager shall not unreasonably withhold his or her consent to any commercially reasonable
modifications to such form as may be requested by the applicable Space Tenant (with due
consideration to the particular requirements of any national tenant).

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 EMINENT DOMAIN

20.1 Taking of Demised Property. If at any time during the Term of this Lease the
power of eminent domain shall be exercised by any federal or state sovereign or their proper
delegates, by condemnation proceeding (a “Taking”), to acquire the entire Demised Property (a
“Total Taking”), such Total Taking shall be deemed to have caused this Lease (and the Option to
renew, whether or not exercised) to terminate and expire on the date of such Total Taking. Tenant
shall have the right to recover a portion of the award for a Total Taking equal to the lesser of fair
market value or the unrecouped cost of the subject Improvements and out of pocket development
expenses (excluding any expenses incurred by Tenant in connection with the Environmental Work
and/or Park Work and excluding any amounts payable by Tenant under the Community Benefits
Agreement) and Landlord shall be entitled to recover a portion of the award for Total Taking equal
to the balance of the award. All Rents and other payments required to be paid by Tenant under this
Lease shall be paid up to the date of such Total Taking, which shall be the date on which actual
possession of the Demised Property or a portion thereof, as the case may be, is acquired by any
lawful power or authority pursuant to the Taking or the date on which title vests therein, whichever
is earlier. Tenant and Landlord shall, in all other respects, keep, observe and perform all the terms
of this Lease up to the date of such Total Taking.

20.2 Proceeds of Taking. In the event following any such Total Taking under Section
20.1, this Lease is terminated, or in the event following a Taking of less than the whole of the
Demised Property (a “Partial Taking”) this Lease is terminated as provided for in Section 20.3
herein, the proceeds of any such Taking (whole or partial) shall be distributed as described in
Section 20.1. If the value of the respective interests of Landlord and Tenant shall be determined
according to the foregoing provisions of this Article 20 in the proceeding pursuant to which the
Demised Property shall have been taken, the values so determined shall be conclusive upon
Landlord and Tenant. If such values shall not have been separately determined in such proceeding,
such values shall be fixed by agreement mutually acceptable to Landlord and Tenant, or if they
are unable to agree, by an apportionment hearing within the condemnation proceeding. In any type
of proposed Taking that results under this Article 20, Landlord and Tenant, in their respective
capacities, can each seek to recover from the condemning authority their respective attorney’s fees
and costs in the manner provided for under Applicable Law, including under Chapters 73 and 74
of the Florida Statutes, and the law related thereto.

20.3 Partial Taking; Termination of Lease. If, in the event of a Taking of less than the
entire Demised Property and in the good faith, reasonable judgment of both Landlord and Tenant,
(i) the remaining portion of the Demised Property not so taken cannot be adequately restored,
repaired or reconstructed so as to constitute a complete architectural unit of substantially the same
usefulness, design, construction, and commercial feasibility, as immediately before such Taking,
or (ii) the award for such Partial Taking is insufficient to pay for such restoration, repair or
reconstruction, or (iii) the Partial Taking results in making it impossible or unfeasible to
reconstruct, restore, repair or rebuild a new building on that portion of the Project, then Landlord
or Tenant shall have the right, to be exercised by written notices to the other within one hundred
twenty (120) days after the date of Partial Taking (or the date of the award, whichever is later), to
terminate this Lease on a date to be specified in said notice, which date shall not be earlier than
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the date of such Partial Taking, in which case Tenant shall pay and shall satisfy all Rents and other
payments due and accrued hereunder up to the date of such termination and shall perform all of
the obligations of Tenant hereunder to such date, and thereupon this Lease and the Term herein
demised shall cease and terminate.

20.4 Partial Taking; Continuation of Lease. If, following a Partial Taking, this Lease
is not terminated as herein above provided then, (i) this Lease shall terminate as to the portion of
the Demised Property taken in such condemnation proceedings; (ii) as to that portion of the
Demised Property not taken, Tenant shall use its portion of the award arising from the Partial
Taking and/or insurance) to make an adequate restoration, repair or reconstruction or to rebuild a
new building upon the portion of the Demised Property not affected by the Taking, and (iii)
Tenant’s share of the award shall be determined in accordance with Section 20.1 herein. Such
award to Tenant may be used by Tenant for its reconstruction, repair or rebuilding. Any excess
award after (or not used for) such reconstruction, repair or rebuilding, shall be retained by Landlord
and Tenant in accordance with their respective interests. If the part of the award so paid to Tenant
is insufficient to pay for such restoration, repair or reconstruction, but Tenant does not terminate
the Lease pursuant to Section 20.3, Tenant shall be responsible for the remaining cost of whatever
restoration, repair and reconstruction required to complete the same in accordance with the
applicable provisions of Article 5 hereof (as if same where applicable to such restoration, repair
or reconstruction) free from mechanics’ or materialmen’s liens and shall at all times save Landlord
free and harmless from any and all such liens (all in accordance with the applicable provisions of
Article 5). If the Parties elect not to terminate this Lease, then the Annual Rent and/or other
amounts otherwise payable hereunder by Tenant shall be partially abated on an equitable basis.

20.5 Temporary Taking. If the whole or any part of the Demised Property or of
Tenant’s interest under this Lease be taken or condemned by any competent authority for its or
their temporary use or occupancy exceeding [nine (9)] months following the Completion of
Construction, Tenant may elect to terminate the remaining Term, failing which this Lease shall
not terminate by reason thereof, and Tenant shall continue (i) to pay, in the manner and at the times
herein specified, the Annual Rent, and all other charges payable by Tenant hereunder though
partially abated to the extent any portion of the Demised Property is unavailable for use by Tenant
(such abatement to be determined on an equitable basis), and (ii) except only to the extent that
Tenant either may be prevented from so doing pursuant to the terms of the order of the condemning
authority or is unable to do so given the nature of the temporary Taking, to perform and observe
all of the other terms, covenants, conditions and all obligations hereof upon the part of Tenant to
be performed and observed, as though such Taking had not occurred. Tenant covenants that, upon
a temporary Taking, to the extent Tenant has not elected to terminate the Lease as provided in this
Section 20.5, and prior to the expiration of the term of this Lease, it may, at its sole cost and
expense, restore the Demised Property, as nearly as may be reasonably possible, to the condition
in which the same were immediately prior to such Taking.

20.6 Additional Takings. In case of a second or any additional Partial Taking(s) from
time to time, the provisions hereinabove contained shall apply to each such Partial Taking. In the
event any federal or state sovereign or their proper delegates with the power of eminent domain
appropriates or condemns all or a portion of the Demised Property and Landlord is a beneficiary
of such Taking, the award shall be divided in accordance with the provisions of this Article 20.

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 20.7 Inverse Condemnation or Other Damages. In the event of damage to the value
of the Demised Property by reason of change of grade, access rights, street alignments or any other
governmental or quasi-governmental act (not involving Landlord solely in its capacity as such)
which constitutes an inverse condemnation of any portion of the Demised Property creating a right
to full compensation therefor, then Landlord and Tenant shall each be entitled to claim and receive
from the net payment or award made on account thereof, the compensation for their respective
estates and interests as permitted by a court of competent jurisdiction.

EVENTS OF DEFAULT

21.1 Events of Default. Each of the following shall be an event of default under this
Lease:

(A) Tenant fails to make any payment of Rent or other monies payable
to Landlord under this Lease when and as the same shall become due and payable and such default
shall continue for a period of five (5) days after written notice thereof from Landlord to Tenant (a
“Monetary Default”) [CITY: CONSIDER LANGUAGE LIMITING NOTICE WHERE THERE
ARE REPEATED DEFAULTS OF THE SAME TYPE]; or

(B) Tenant fails to maintain any of the insurance coverage required

hereunder or pay any of the premiums required to be paid with respect thereto, and such occurrence
or failure continues for a period of fifteen (15) days after notice thereof given to Tenant by
Landlord; or

(C) Tenant fails or any occupant of all or part of the Demised Property
fails to keep, observe and/or perform any other covenant or agreement of this Lease, and does not
cure such failure within thirty (30) days after written notice thereof from Landlord to Tenant; or
in the case such failure is not susceptible to cure within thirty (30) days, such longer period, not to
exceed a total of 90 days, as may be reasonably necessary to cure such failure, provided Tenant
promptly commences the cure and diligently pursues it to completion as soon as reasonably
possible; or

(D) MLS terminates, rescinds or otherwise does not permit MBU to

continue to have and maintain the South Florida MLS Rights; or

(E) Tenant or any Guarantor is dissolved without City having permitted

a successor to the rights under this Agreement; or

(F) Any representation made hereunder shall prove to have been

incorrect in any material respect when made; or

(G) A default occurs under the Community Benefits Agreement, Park

Rehabilitation Agreement, or any Ancillary Agreement; or

(H) A default occurs under any sublease or Space Lease which also
constitutes a violation of the provisions of this Lease; or
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 (I) any guarantor defaults under any guaranty of this Lease; or

(J) Tenant or any guarantor or surety for Tenant’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 Tenant
or any guarantor or surety; or

(K) a receiver or trustee in bankruptcy is appointed for the Tenant’s

property and the appointment is not vacated and set aside within sixty days from the date of the
appointment; or

(L) Tenant, before the expiration of the Lease Term, and without the
written consent of Landlord, vacates the Demised Property or abandons possession of the Demised
Property; or

(M) the leasehold estate granted to Tenant by this Lease is taken on

execution or other legal process (with each of items (B) through (M) being referred to herein as a
“Nonmonetary Default”). Monetary Defaults and Nonmonetary Defaults are sometimes both
referred to in this Lease as an “Event of Default.”

(N) a default occurs under the Stadium Lease, the Stadium Construction
Administration Agreement or the Non-Relocation Agreement.

21.2 Remedies.

(A) Upon occurrence of any Monetary Default or Nonmonetary Default,

Landlord may exercise all or any of the following remedies:

(i) terminate this Lease by giving Tenant written notice of

termination, in which event this Lease shall terminate on the date specified in such notice and all
rights of Tenant under this Lease shall expire and terminate as of such date, Tenant shall remain
liable for all obligations under this Lease up to the date of such termination and Tenant shall
surrender the Demised Property to Landlord on the date specified in such notice;

(ii) terminate this Lease as provided in the immediately

preceding subsection and recover from Tenant all damages Landlord may incur by reason of
Tenant's default, including without limitation, the sums due under Section 21.3 below (as limited
by Section 16.2 above);

(iii) without terminating this Lease, and without notice to Tenant,

Landlord may in its own name, but as agent for Tenant enter into and take possession of the
Demised Property and re-let the Demised Property, or a portion thereof, as agent of Tenant, upon
any terms and conditions as Landlord may deem necessary or desirable (Landlord shall have no
obligation to attempt to re-let the Demised Property or any part thereof). Upon any such re-letting,
all rentals received by Landlord from such re-letting shall be applied first to the costs incurred by
Landlord in accomplishing any such re-letting, and thereafter shall be applied to the Rent owed by
Tenant to Landlord during the remainder of the term of this Lease and Tenant shall pay any

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deficiency between the remaining Rent due hereunder and the amount received by such re-letting
as and when due hereunder;

(iv) allow the Demised Property to remain unoccupied and

collect Rent from Tenant as it becomes due; or

(v) pursue any of the remedies set forth for a default under the
Stadium Lease and/or Stadium Construction Administration Agreement and/or the Non-
Relocation Agreement; or

(vi) pursue such other remedies as are available at law or in

equity.

21.3 Additional Rights of Landlord after Termination. After termination of this

Lease by Landlord due to an Event of Default, Tenant shall be liable to Landlord for Rent through
the end of the then applicable Term, along with any other monetary obligations owing to Landlord
hereunder by Tenant and Impositions that accrued prior to the termination of this Lease and which
was not paid by Tenant. Landlord shall in no way be responsible or liable for any failure to relet
the Demised Property or any part thereof, or for any failure to collect any rent due for any such
reletting.

21.4 No Waiver by Landlord. No failure by Landlord to insist upon the strict

performance of any of the terms of this Lease or to exercise any right or remedy consequent upon
a breach thereof, and no acceptance by Landlord of full or partial Rent during the continuance of
any such breach, shall constitute a waiver of any such breach or of any of the terms of this Lease.
None of the terms of this Lease to be kept, observed or performed by Tenant, and no breach thereof,
shall be waived, altered or modified except by a written instrument executed by Landlord. No
waiver of any breach shall affect or alter this Lease, but each of the terms of this Lease shall
continue in full force and effect with respect to any other then existing or subsequent breach
thereof. No waiver of any default of Tenant hereunder shall be implied from any omission by
Landlord to Tenant any action on account of such default, and no express waiver shall affect any
default other than the default specified in the express waiver and then only for the time and to the
extent therein stated. One or more waivers by Landlord shall not be construed as a waiver of a
subsequent breach of the same covenant, term or conditions.

21.5 Landlord Default. The provisions of Section 21.6 shall apply if any of the
following shall happen (a “Landlord Default”): if default shall be made by Landlord in failing to
keep, observe or perform any of the duties imposed upon Landlord pursuant to the terms of this
Lease and such default shall continue for a period of thirty (30) days after written notice thereof
from Tenant to Landlord setting forth with reasonable specificity the nature of the alleged breach,
provided, however, if the nature default or contingency is not susceptible of cure with due diligence
and in good faith within said thirty (30) day period, Landlord shall have such additional time as
shall be reasonable necessary cure such default so long as it continues to prosecute the cure of such
default with due diligence and in good faith. [PROVIDE FOR DOUBLE NOTICE WITH
LEGEND]

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 21.6 Failure to Cure Landlord Default. If a Landlord Default shall occur, Tenant, at
any time after the period set forth in Section 21.5 shall have the following rights and remedies
which are cumulative:

(A) Seek damages (as limited by Section 16.1 above), costs and
expenses arising from the Landlord Default, excluding, however, attorneys’ fees, costs and
expenses. [CITY: IS THIS ACCEPTABLE? PROVIDE FOR BINDING ARBITRATION
INSTEAD?]

(B) Restrain, by injunction, the commission of or attempt or threatened

commission of a Landlord Default and obtain a decree specifically compelling performance of any
such term or provision of the Lease; provided, however, Tenant shall not (and hereby waives the
right to) seek or file a Lis Pendens against the Demised Property or adjoining property.

(C) Perform Landlord’s obligations hereunder and offset the costs and
expenses incurred by Tenant in doing so against Rent thereafter coming due hereunder.

21.7 No Waiver by Tenant. Failure by Tenant to insist upon the strict performance of
any of the terms of this Lease or to exercise any right or remedy upon a breach thereof, shall not
constitute a waiver of any such breach or of any of the terms of this Lease. None of the terms of
this Lease to be kept, observed or performed by Landlord, and no breach thereof, shall be waived,
altered or modified except by written instrument executed by Tenant. No waiver of any default of
Landlord hereunder shall be implied from any omission by Tenant to take any action on account
of such default if such default persists or is repeated, and no express waiver shall affect any default
other than the default specified in the express waiver and then only for the time and to the extent
therein stated. One or more waivers by Tenant shall not be construed as a waiver of a subsequent
breach of the same covenant, term or condition.

21.8 Statutory Notices. The notices of defaults to be given under this section may be
the same as the notice required under Section 83.20, Florida Statutes, or any successor statute and
this Lease shall not be construed to require Landlord to give two separate notices to Tenant before
proceeding with any remedies.

21.9 Limitation of Remedies; Exculpation. Tenant waives all claims against Landlord
under this Lease based on or for the loss of business or profits or other consequential damages or
for punitive or special damages of any kind, regardless of the cause, and, except as specifically
provided in this Lease, Tenant waives all rights to terminate this Lease. None of Landlord’s
officers, employees, agents, representatives, officials, directors, shareholders, partners, or affiliates
shall ever have any personal liability to Tenant under this Lease. Tenant shall look solely to
Landlord’s interest in the Project for the satisfaction of any right or remedy of Tenant under this
Lease, or for the collection of any judgment. No act or omission of Landlord or its officers,
employees, agents, representatives, officials, directors, shareholders, partners, or affiliates shall
constitute an actual or constructive eviction of Tenant unless Landlord shall have first received
notice of Tenant’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 days.

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 21.10 Presumption of Abandonment. It shall be conclusively presumed that Tenant has
abandoned the Demised Property if Tenant fails to keep the Demised Property open for business
during regular business hours for ten consecutive days while in Monetary Default. The grace
periods set forth in this article shall not apply to the application of this presumption. In the event
of an abandonment, Landlord shall have the right to immediately retake possession of the Demised
Property without legal process.

LESSOR’S RIGHT TO PERFORM LESSEE’S COVENANTS; REIMBURSEMENT OF

LESSOR FOR AMOUNTS SO EXPENDED

22.1 Performance of Lessee’s Covenants to Pay Money. Lessee covenants that if it

shall at any time default in the payment of any Impositions pursuant to this Lease, or shall fail to
make any other payment to any third party required to be paid hereunder, and any such failure
shall continue for thirty (30) days after written notice by Lessor to Lessee (“Notice of Non-
Payment of Imposition”), then Lessor may, but shall not be obligated to, and without further
notice to or demand upon Lessee and without waiving or releasing Lessee from any obligations of
Lessee set forth in this Lease, pay any such Imposition or make any other payment which Lessee
has improperly failed to pay as set forth in the Notice of Non-Payment of Imposition. No such
action shall be taken, however, if Lessee is duly contesting the payment of same as permitted by
the provisions hereof, including, but not necessarily limited to, contests pursuant to Section 9.2.

22.2 Lessor’s Right to Cure Lessee’s Default. Notwithstanding anything herein to the
contrary, if there shall be any default by Lessee, beyond notice and any applicable cure period,
under this Lease, any Approved Mortgage or any Major Sublease (including, but not limited to,
any default involving Lessee’s failure to keep the Leasehold Improvements in good condition and
repair, to make any renewals or replacements or to remove any dangerous condition, all in
accordance with any applicable requirements set forth in this Lease), then upon prior written notice
to Lessee, Lessor may, but shall have no obligation to, cure any such default in addition to any and
all of Lessor’s other remedies hereunder.

22.3 Reimbursement of Lessor and Lessee. All sums advanced by Lessor pursuant to
any provisions of this Lease, and all necessary and incidental costs, expenses and reasonable
attorneys’ fees in connection with the performance of any acts described therein, together with
interest at the Default Rate from the date of the making of such advances to the date reimbursed
to Lessor by or behalf of Lessee, shall be deemed additional Rent, and shall be promptly paid by
Lessee, in the respective amounts so advanced, to Lessor. Such reimbursement shall be made on
demand, or, at the option of Lessor, may be added to any Rent then due or becoming due under
this Lease, and Lessee covenants to pay the sum or sums with interest as provided above. In the
event of nonpayment of such reimbursement, Lessor shall have, in addition to any other right or
remedy of Lessor, the same rights and remedies as in the case of default by Lessee in the payment
of any installment of Rent (subject to the applicable notice and cure period hereunder for non-
payment of Percentage Rent).

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 NOTICES

23.1 Addresses. All notices, demands or requests by Landlord to Tenant shall be

deemed to have been properly served or given:

If addressed to: Miami Freedom Park, LLC

to the attention of Pablo A. Alvarez
800 S. Douglas Road, 12th Floor
Coral Gables, Florida 33134

or to such other address and to the attention of such other party as Tenant may, from time to time,
designate by written notice to Landlord. In order for notices, demands or requests from Landlord
to Tenant to be effective, Landlord shall, simultaneous with each notice, demand or request
submitted to Tenant, send a copy of each such notice, demand or request to the following party:

Holland & Knight

701 Brickell Avenue, Suite 3000
Miami, FL 33131
Attention: Richard A. Perez, Jr. Esq.

If Tenant, at any time during the Term hereof, changes its office address as herein stated, Tenant
will promptly give notice of the same in writing to Landlord.

(A) The Lender shall be deemed to have been properly served or given
notice if addressed to such Lender at the address furnished pursuant to the provisions of Article
18.

(B) All notices, demands or requests by Tenant to Landlord shall be

deemed to have been properly served or given if addressed to:

The City Manager, or his/her designee

444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130

With a copy to: The City Attorney’s Office

Attention: City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, FL 33130

With a copy to: Shutts & Bowen LLP

200 South Biscayne Boulevard, Suite 4100
Miami, FL 33131
Attention: _______________

and/or to such other addresses and to the attention of such other parties as Landlord may, from
time to time, designate by written notice to Tenant. If Landlord at any time during the Term hereof
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changes its office address as herein stated, Landlord will promptly give notice of the same in
writing to Tenant.

23.2 Method of Transmitting Notice. All such notices, demands or requests (a

“Notice”) shall be sent by: (a) United States registered or certified mail, return receipt requested,
(b) hand delivery, (c) nationally recognized overnight courier, or (d) facsimile, provided the
transmitting facsimile electronically confirms receipt of the transmission by the receiving facsimile
and the original of the Notice is sent by one of the foregoing means of transmitting Notice within
24 hours of the transmission by facsimile. As a courtesy, all communications shall also be sent by
electronic mail if the Party shall have provided a current electronic mail address, but said electronic
mail transmittal shall not constitute Notice hereunder. All postage or other charges incurred for
transmitting of Notices shall be paid by the Party sending same. Such Notices shall be deemed
served or given on (i) the date received, if received by 4:00 p.m. on a Business Day; otherwise, on
the next Business Day, (ii) the date delivery of such Notice was refused or unclaimed, or (iii) the
date noted on the return receipt or delivery receipt as the date delivery thereof was determined
impossible to accomplish because of an unnoticed change of address.

QUIET ENJOYMENT

24.1 Grant of Quiet Enjoyment. Tenant, upon paying all Rent, and other monies herein
provided for and performing in accordance with the terms, agreements, and provisions of this
Lease, shall peaceably and quietly have, hold and enjoy the Demised Property during the Term of
this Lease without material interruption, disturbance, hindrance or molestation by Landlord or by
anyone claiming by, through or under Landlord, subject, nevertheless, to the terms, covenants, and
conditions of this Lease and all existing or future ground leases, underlying leases, mortgages, or
deeds of trust encumbering the Project. Notwithstanding the foregoing, Landlord may temporarily
close the Project or any part thereof and preclude access to the Demised Property or any portion
thereof in the event of repairs, casualty, governmental requirements, emergency or natural disaster.

24.2 No Interference. With respect to any event within [one mile] [CITY?] of the
Demised Property that could materially impede ingress or egress to and from the Demised
Property, conducted by the City, or at the direction of the City, or any event for which the City
issues a license or permit to a third party, shall be conducted in such a manner such that the access
to and from the Demised Property is not materially impeded. The City agrees to coordinate with
Tenant, at no cost or expense to City, any maintenance of traffic plans or other similar plans that
could materially impact access to, or use of, the Demised Property. [CITY: ACCEPTABLE?]

CERTIFICATES BY LANDLORD AND TENANT

25.1 Tenant Certificates. Tenant agrees, at any time and from time to time, upon not
less than thirty (30) days prior written notice by Landlord, but not more often than once each
calendar quarter, to execute, acknowledge and deliver to Landlord a statement in writing (i) setting
forth the Annual Rent payments, and other monies then payable under the Lease, if then known;

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(ii) certifying that this Lease is unmodified and in full force and effect (or if there have been
modifications, that the Lease is in full force and effect as modified and stating the modification);
(iii) certifying the dates to which the Annual Rent payments and other monies have been paid; and
(iv) stating (to the best of Tenant’s knowledge) whether or not Landlord is in default in keeping,
observing or performing any of the terms of this Lease, and, if in default, specifying each such
default (limited to those defaults of which Tenant has knowledge).

25.2 Landlord Certificates. Landlord agrees, at any time and from time to time, upon
not less than thirty (30) days prior written notice by Tenant or by a Lender, but not more often than
once each calendar quarter, to furnish a statement in writing, in form and substance attached hereto
and made a part hereof as Schedule 25.2 of this Lease, (i) setting forth, among other things, the
Rents, payments and other monies then payable under the Lease, if then known; (ii) certifying that
this Lease is unmodified and in full force and effect (or if there shall have been modifications that
the Lease is in full force and effect as modified and stating the modifications); (iii) certifying the
dates to which the Annual Rent payments and other monies have been paid; (iv) stating whether
or not, to the best of Landlord’s knowledge, Tenant is in default in keeping, observing and
performing any of the terms of this Lease, and, if Tenant shall be in default, specifying each such
default of which Landlord may have knowledge; and (v) such other matters as Tenant may
reasonably request.

SOCCER STADIUM SPECIFIC AGREEMENTS

26.1 Stadium Lease. Contemporaneously with the execution of this Lease, the City and
MBU are entering into the Stadium Lease, a copy of which is attached hereto as Exhibit “P”, and
the terms of which are incorporated herein by reference,. The Stadium Lease in conjunction with
the Stadium Construction Administration Agreement govern the operation and management of the
Soccer Stadium and related facilities by the Stadium Lease. In the event of any conflict between
the terms and provisions of this Lease and the Stadium Lease with respect to the Stadium Parcel,
the terms and provisions of the Stadium Lease shall prevail.

26.2 Stadium Construction Administration Agreement. Contemporaneously with

the execution of this Lease, the City and MBU are entering into that certain stadium construction
administration agreement (the “Stadium Construction Administration Agreement”), which
agreement govern the design, development and construction of the Soccer Stadium, a copy of
which Construction Administration Agreement is attached hereto as Exhibit “Q” and the terms of
which are incorporated herein by reference. In the event of any conflict between the terms and
provisions of this Lease and the Stadium Construction Administration Agreement with respect to
the Stadium Parcel, the terms and provisions of the Stadium Construction Administration
Agreement shall prevail.

26.3 Non-Relocation Agreement. Contemporaneously with the execution of this Lease,

the City and MBU are entering into that certain non-relocation agreement (the “Non-Relocation
Agreement”), copy of which is attached hereto as Exhibit “R”, and the terms of which are
incorporated herein by reference. The Non-Relocation Agreement is entered into as a material
inducement to the City to enter into this Lease Agreement. In the event of any conflict between
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the terms and provisions of this Lease and the Non-Relocation Agreement with respect to the
Stadium Parcel, the terms and provisions of the Non-Relocation Agreement shall prevail.

CONSTRUCTION OF TERMS AND MISCELLANEOUS

27.1 Severability. If any provisions of this Lease or the application thereof to any Person
or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, and
the application of such provisions to Persons or situations other than those as to which it shall have
been held invalid or unenforceable, shall not be affected thereby, and shall continue valid and be
enforced to the fullest extent permitted by law.

27.2 Captions. The article and section headings and captions of this Lease and the Table
of Contents, if any, preceding this Lease are for convenience and reference only and in no way
define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.

27.3 Relationship of Parties. This Lease does not create the relationship of principal
and agent or of mortgagee and mortgagor or of partnership or of joint venture or of any association
between Landlord and Tenant, the sole relationship between Landlord and Tenant being that of
landlord and tenant or lessor and lessee.

27.4 Recording. At any time on or after the Lease Rent Commencement Date, a
Memorandum of this Lease in the form set forth as Exhibit “J”, may be recorded by either Party
among the Public Records of Miami-Dade County, Florida, at the sole cost of the Party filing the
document.

27.5 Construction. All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may
require. The Parties hereby acknowledge and agree that each was properly represented by counsel
so that the judicial rule of construction to the effect that a legal document shall be construed against
the draftsman shall be inapplicable to this Lease, which has been drafted by both Landlord and
Tenant.

27.6 Consents. Whenever in this Lease the consent or approval of Landlord is required,
such consent or approval may be made by the City Manager or his/her designee on behalf of
Landlord only to the extent: (i) this Lease does not specify otherwise; (ii) City Commission
approval or consent is not required pursuant to the terms of this Lease or any Applicable Law; and
(iii) such does not amend this Lease in any material respect or increase Landlord’s actual or
potential obligations and/or liabilities. No such request shall require a fee from the Party requesting
same. Any consent or approval by Landlord to such a request (X) shall not be effective unless it is
in writing; and (Y) shall apply only to the specific act or transaction so approved or consented to
and shall not relieve Tenant of the obligation of obtaining Landlord’s prior written consent or
approval to any future similar act or transaction. In no event shall Landlord’s failure to respond to
any request for consent or approval by Landlord be deemed to constitute such consent or approval,
in whole or in part.

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 27.7 Entire Agreement. This Lease, together with the Ancillary Agreements, contains
the entire agreement between the Parties hereto and shall not be modified or amended in any
manner except by an instrument in writing executed by the Parties hereto.

27.8 Successors and Assigns. The terms herein contained shall bind and inure to the
benefit of Landlord, its successors and assigns, and Tenant, its permitted successors and assigns
(including but not limited to Lender, as appropriate and applicable), except as may be otherwise
provided herein.

27.9 Holidays. It is hereby agreed and declared that whenever the day on which a
payment due under the terms of this Lease, or the last day on which a response is due to a notice,
or the last day of a cure period, falls on a day which is a Legal Holiday, or on a Saturday or Sunday,
such due date or cure period expiration date shall be postponed to the next following Business
Day.

27.10 Exhibits and Schedules. Each Exhibit and Schedule referred to in this Lease is
incorporated herein by reference. The Exhibits and Schedules, even if not physically attached,
shall still be treated as if they were part of the Lease.

27.11 Brokers. Landlord and Tenant hereby represent and agree that no real estate broker
or other person is entitled to claim a commission as a result of the execution and delivery of this
Lease. [TO BE CONFIRMED]

27.12 Protest Payments. If at any time a dispute shall arise as to any amount or sum of
money to be paid by Tenant to Landlord under the provisions of this Lease, Tenant shall
nevertheless continue to make payments to Landlord. Tenant shall have the right to make payment
“under protest”, provided Tenant so contemporaneously advises Landlord it is doing so, and
articulates with specificity the nature of the dispute, and such payment shall not be regarded as a
voluntary payment, and there shall survive the right on the part of Tenant to seek the recovery of
such sum, and if it should be adjudged that there was no legal obligation on Tenant to pay such
sum or any part thereof, Tenant shall be entitled to recover such sum or so much thereof as it was
not legally required to pay under the provisions of this Lease, together with statutory interest on
the amount returned to Tenant for the period commencing on the date such payment is received by
Landlord until the date such sum is returned to Tenant (such amount of interest being referred to
as “Interest”); and if at any time a dispute shall arise between the Parties hereto as to any work to
be performed by either of them under the provisions of this Lease, the Party against whom the
obligation to perform the work is asserted may perform such work and pay the cost thereof “under
protest” and the performance of such work shall in no event be regarded as a voluntary
performance and there shall survive the right upon the part of Tenant and/or Landlord to seek the
recovery of the cost of such work, and if it shall be adjudged that there was no legal obligation on
the part of Tenant and/or Landlord to perform the same or any part thereof, Tenant and/or Landlord
shall be entitled to recover the cost of such work or the cost of so much thereof as Tenant or
Landlord was not legally required to perform under the provisions of this Lease, together with
Interest, as calculated earlier in this Section 27.12.

27.13 Ownership of Promotional Rights and Proprietary Indicia. As between the

City, on the one hand, and MBU and Tenant, on the other hand, MBU and Tenant own all

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Promotional Rights exclusively and on a worldwide basis, including, but not limited to, the right
to exercise and exploit the Promotional Rights in any and all media, now known or hereafter
invented, and for any and all purposes, products and services throughout and for all countries and
territories of the world. The City shall not use, sell, assign, commercialize or otherwise exploit the
Promotional Rights without the written permission of MBU or Tenant, which may be given or
withheld in MBU’s or Tenant’s absolute discretion. [Need contact information and timeframe for
response.] As between the City, on the one hand, and MBU, Tenant and MLS, on the other hand,
all Proprietary Indicia are solely and exclusively the property of MBU, Tenant, MLS, or their
respective assigns. As between the City, on the one hand, and MBU, Tenant, or MLS, on the other
hand, the creation, use, compilation, collection, arrangement, assembly, display, promotion,
licensing or other promotion or exploitation of Proprietary Indicia are rights exclusively belonging
to MBU, Tenant, MLS, or their respective assigns, as the case may be. Use of the Proprietary
Indicia by the City is strictly prohibited without the prior written permission of MBU or Tenant,
which may be given or withheld in MBU’s or Tenant’s absolute discretion. MBU or Tenant may
provide written notice to the City of any violations by the City of use of Proprietary Indicia at any
time during the Term and shall provide the City a period of thirty (30) days to cure the violation.
Notwithstanding anything to the contrary contained in this Lease, Landlord shall be permitted to
disclose or disseminate any documents or other information it possesses, whether regarding
Promotional Rights or otherwise, to the extent it is required to do so under public records laws or
other Applicable Law, including those set forth in the City’s Code. [NOTE: (i) this provision is
internally inconsistent and will require further clarification; (ii) is the City’s license to the rights
royalty free?; (iii) City should have the ability to sublicense its rights; and (iv) term of license
should equal the term of this Lease plus a sell-off period of time.]

27.14 Governing Law/Venue. This Lease, including any exhibits or amendments, if any,
and all matters relating thereto (whether in contract, statute, tort or otherwise), shall be governed
by and construed in accordance with the laws of the State of Florida, without application of its
conflict of law principles. Any claim, dispute, proceeding, or cause of action, arising out of or in
any way relating to this Lease, or the Parties’ relationship shall be decided by the laws of the State
of Florida. Subject to Section 27.17 below, the Parties agree that venue for any of the foregoing
shall lie exclusively in the courts located in Miami-Dade County, Florida.

27.15 Time is of the Essence. Time is of the essence.

27.16 Section References. All references herein to an “Article”, “Section”, “Subsection”,

“paragraph”, “subparagraph”, or “clause” shall be deemed to refer to the applicable “Article”,
“Section”, “Subsection”, “paragraph”, “subparagraph” or “clause” of this Lease, unless there is a
specific reference to another document.

27.17 Costs and Attorney’s Fees. Each of the Parties hereto shall bear its own costs and
attorneys’ fees in connection with the execution of this Lease, provided, however, in the event of
any foreclosure or other proceeding pursuant to any Leasehold Mortgage or Fee Mortgage or other
lien against the Demised Property or the Leasehold Estate incurred by Tenant, Landlord shall be
entitled to recover from Tenant hereunder Landlord’s costs and attorneys’ fees reasonably incurred
in the protection of Landlord’s interests hereunder, whether or not Landlord is made a party to
such proceeding. Notwithstanding the foregoing, nothing contained herein shall in any way limit
any other provision of this Lease entitling Landlord to recover attorneys’ fees and costs from

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Tenant nor Landlord’s ability to collect and recover attorneys’ fees and costs in any action or other
proceeding relating to Landlord’s enforcement or termination of this Lease. The terms of this
provision shall survive the termination of this Lease.

27.18 RADON. 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 A TIME
PERIOD. 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.

27.19 DE PSA. [CITY: IS THIS CORRECT?] The Parties acknowledge that the PSA
between Landlord and DE terminates on September 30, 2021. Pursuant to Section 9 of the PSA,
Landlord may terminate the PSA without cause prior to September 30, 2021, by paying DE “the
balance of all amounts that would be paid to Provider during the remaining term of [the PSA]
without any reduction or set-off of any kind” (the “Termination Fee”). If Landlord terminates the
PSA prior to September 30, 2021, in accordance with the foregoing, Tenant agrees to satisfy the
obligations of the City with respect to the Termination Fee. Landlord agrees to obtain Tenant’s
written consent prior to exercising the City’s right to terminate the PSA without cause.

27.20 Non-Recourse. All claims or causes of action (whether in contract or in tort, in law
or in equity) that may be based upon, arise out of or relate to this Lease, or the negotiation,
execution or performance of this Lease (including any representation or warranty made in or in
connection with this Lease or as an inducement to enter into this Lease), may be made only against
the entities that are expressly identified as signatories and parties hereto. No person who is not a
named signatory and party to this Lease, including any direct or indirect owner, director, officer,
manager, employee (including, in the case of Landlord, the City Manager and the City’s staff),
incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of any
signatory and party to this Lease (collectively, the “Non-Party Affiliates”), shall have any liability
(whether in contract, in law or in equity, or based upon any theory that seeks to impose contractual
liability of an entity party against its owners or affiliates) for any obligations or liabilities imposed
by this Lease or for any claim based on, in respect of, or by reason of this Lease; provided,
however, in no event shall the terms of this Section 27.20 release, limit or excuse Guarantor from
its obligations under the Guaranty or MBU with respect to any provisions relating to the South
Florida MLS Rights or under any of the Soccer/MLS Documents. Non-Party Affiliates are
expressly intended as third party beneficiaries of this provision of this Lease. The provisions of
this Section 27.20 shall survive the termination or expiration of this Lease.

27.21 Public Records. To the extent applicable, Tenant shall comply with Section
119.0701, Florida Statutes, including without limitation: (1) keep and maintain those records
constituting public records under Chapter 119, Florida Statutes; (2) provide the public with access
to public records in the possession of Tenant in the manner required by Chapter 119, Florida
Statutes, and make available copies of such public records at the cost provided by Chapter 119,
Florida Statutes, or as otherwise provided by Applicable Law; (3) ensure that those public records
that are confidential and exempt from disclosure are not disclosed, except as authorized by
Applicable Law; (4) meet all requirements for retaining public records as set forth in Chapter 119,

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Florida Statutes, (5) transfer, upon the written request of the City and at no cost to the City, all
public records in Tenant’s possession on the date of termination of this Agreement, which transfer
shall be done in an electronic format compatible with the City’s information technology systems.
Notwithstanding the foregoing, Tenant may (x) withhold any records that do not constitute public
records under Chapter 119, Florida Statutes, and (y) withhold and/or redact certain records, trade
secrets and other proprietary information, as confidential, and any such information shall be
excluded from public disclosure to the fullest extent permitted by Applicable Law.

27.22 Bankruptcy Relief and Protection Provisions.

(A) The meaning of “adequate assurance of future performance” as used

in Section 365 of the Bankruptcy Code shall include at least the following: (a) the posting of a
security deposit in a sum equal to a one (1) year installment of Base Rent at the then current rate;
(b) that the Tenant, if it is seeking to assume this Lease without assigning it, or the proposed
assignee, has sufficient financial wherewithal to discharge its obligations under this Lease and has
a net worth, experience, and reputation that is not less than the net worth, experience, and
reputation that Tenant had on the Lease Commencement Date; and (c) that the conditions to
Landlord’s consent to a transfer as set forth in this Lease have all been met. If, under the provisions
of the Bankruptcy Code, Tenant assumes this Lease and proposes to assign it to any Person whom
shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to
Tenant, then notice of the proposed assignment setting forth: (i) the name and address of the
proposed assignee, (ii) all of the terms and conditions of the proposed assignment, and (iii) the
adequate assurance to be provided Landlord to assure the proposed assignee’s future performance
under this Lease, shall be given to Landlord by Tenant no later than twenty (20) days after receipt
by Tenant, but in any event no later than ten (10) days before the date that Tenant shall make
application to a court of competent jurisdiction for authority and approval to enter into the
assumption and assignment, and Landlord shall thereupon have the prior right and option, to be
exercised by notice to Tenant given at any time before the relocation date of the proposed
assignment, to accept an assignment of this Lease on the same terms and conditions and for the
same consideration, if any, as the bona fide offer made by the proposed assignee, less any
brokerage commission that may be payable out of the consideration to be paid by the assignee for
the assignment of this Lease.

(B) Tenant acknowledges that absent full and timely performance of its
obligations under this Lease, Landlord’s interest in the Demised Property and this Lease will not
be adequately protected. Consequently, if a proceeding under any chapter of the Bankruptcy Code
is instituted by or against Tenant, Tenant shall, at all times subsequent to the filing of the case, be
in full and complete compliance with the provisions of Section 365(d)(3) of the Bankruptcy Code.
If Tenant fails to comply at all times and in all respects with the provisions of Section 365(d)(3)
of the Bankruptcy Code, the failure shall constitute “cause” for modification of the automatic stay
of Section 362 of the Bankruptcy Code in order to permit Landlord to pursue whatever state law
remedies may be available to it, including eviction.

(C) If a proceeding under any chapter of the Bankruptcy Code is

instituted by or against Tenant, Tenant shall not seek an extension of time within which it must
assume or reject this Lease under Section 365(d)(4) of the Bankruptcy Code, and Tenant
irrevocably waives and relinquishes any right it may have to seek an extension to the fullest extent

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permitted by applicable law. Failure of Tenant to assume this Lease within the sixty (60) day time
period provided in Section 365(d)(4) of the Bankruptcy Code, without extension of that time
period, shall conclusively and irrevocably constitute the Tenant’s rejection of this Lease and
waiver of any rights of Tenant to assume or assign this Lease.

27.23 Cooperation. The City and Tenant shall take all ministerial actions and
proceedings reasonably necessary or appropriate to remedy any apparent invalidity, lack or defect
in authorization, or illegality, or to cure any other defect, which has been asserted or threatened,
except with respect to the City, the City shall not be required to take any such action which requires
City Commission approval or is deemed by the City to present a conflict of interest or is deemed
to be contrary to Applicable Law or which requires the City to incur any liability, cost or expense.

27.24 Notice to Lenders, Assignees and Other Persons. All Persons reviewing and/or
relying upon this Lease are hereby put on notice that the rights and interests of any and all lenders,
assignees, sublessees and other types of encumbrance holders, transferees or holders of any other
type of lien, right or interest whatsoever (collectively, an “Lease Interest”) in, to or under this
Lease or the Leasehold Estate created hereby (collectively, “Interest Holder”), are hereby
provided notice that each of them acquires such Lease Interest subject to all of the terms and
conditions of this Lease. The foregoing is specifically intended to apply, by way of example and
not limitation, with respect to all Approved Construction Lenders, Approved Lenders, Approved
Mezzanine Lenders, Approved Leasehold Mortgages and Mortgagees, Approved Subleasehold
Mortgages and Mortgagees, Approved Major Subleases, Major Space Leases, Space Leases,
Direct Space Leases, and any and all other types of Lease Interest(s) or Interest Holders.

REPRESENTATIONS AND WARRANTIES

28.1 Landlord’s Representations. Landlord makes the following representations,

covenants and warranties, which shall survive the execution of this Lease and Tenant’s taking of
possession of the Demised Property:

(A) As of the Lease Execution Date, Landlord has taken all requisite
actions to make this Lease binding upon Landlord.

(B) As of the Lease Execution Date, to Landlord’s knowledge, no party

except Tenant and parties in possession by through or under Tenant has any right to possession of
the Demised Property, except for possessory rights, if any, of DE pursuant to the terms of the PSA,
which agreement the City will terminate pursuant to the terms thereof upon written request of
Tenant, subject to the provisions of Section 27.19 above.

The foregoing representations and warranties of Landlord shall be deemed to be restated and
affirmed by Landlord as of the Lease Commencement Date without the necessity of Landlord’s
execution of any document with regard thereto, and Landlord’s liability therefor, shall survive the
signing of this Lease. Should any of the representations and warranties prove to be incorrect, it
shall be Landlord’s obligation to cure those warranties and representations, which are set forth
herein forthwith at Landlord’s expense.

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 28.2 Tenant’s Representations and Warranties. Tenant makes the following
representations, covenants and warranties, which shall survive the execution of this Lease and
Tenant’s taking of possession of the Demised Property:

(A) Tenant has full power and authority to enter into this Lease and
perform in accordance with its terms and provisions, and the parties signing this Lease on behalf
of Tenant have the authority to bind Tenant and to enter into this transaction, and Tenant has taken
all requisite action and steps to legally authorize it to execute, deliver and perform pursuant to this
Lease.

(B) Neither Tenant, any Affiliate of Tenant, any Person having an equity
interest in Tenant or an Affiliate of Tenant, nor, to Tenant’s knowledge, any of Tenant’s officers,
directors, employees or agents is or will at any time be: (i) a Disqualified Person; (ii) in violation
of any Anti-Bribery, Anti-Money Laundering and Anti-Terrorism Laws; (iii) acting, directly or
indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those
persons or entities that appear on the Annex to the Executive Order, or are included on any
Government Lists; (iv) named on a Government List, or acting for or on behalf of any Sanctioned
Country; or (v) the target of Sanctions.

(C) The funds or other assets used in connection with this Lease and
amounts committed with respect thereto, were not and are not derived from any activities with the
governments of, or any individuals or entities located in, any Sanctioned Country or from activities
that otherwise contravene any Sanctions, or from any activities that contravene any Anti-Bribery,
Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any
person, entity, country or territory on a Government List or engaged in any unlawful activity
defined under Title 18 of the United States Code, Section 1956(c)(7)).

(D) The South Florida MLS Rights are in full force and effect, and have
not been terminated or rescinded in any manner.

The foregoing representations and warranties of Tenant shall be deemed to be restated and affirmed
by Tenant as of the Lease Commencement Date without the necessity of Landlord’s execution of
any document with regard thereto, and Tenant’s liability therefor shall survive the signing of this
Lease. Should any of the representations and warranties prove to be incorrect, it shall be Tenant’s
obligation to cure those warranties and representations, which are set forth herein forthwith at
Tenant’s expense.

(E) To the best of Lessee’s knowledge: (i) Lessee has access to

sufficient funds to satisfy the Initial Equity Requirement (as defined in Section 18.6(o)); (ii) as of
the Lease Commencement Date, Lessee will have closed upon an Approved Construction Loan
regarding one or more Major Project Components (as defined in the Recitals); and (iii) the total of
such sums will be sufficient to carry out the development and construction of the relevant Major
Project Component and to operate that Major Project Component and comply with the terms and
conditions of this Lease.

(F) Lessee acknowledges that it has examined the Parent Tract and
Demised Property, and hereby accepts the Parent Tract and Demised Property in its present “AS-

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IS, WHERE-IS” condition and without any representations or warranties of any kind or nature by
Lessor whatsoever, express or implied, as to the Parent Tract and/or Demised Property, the
condition thereof, or the accuracy of any information furnished to Lessee with respect thereto.
Lessee assumes the sole responsibility for the condition and demolition of the present
improvements and other structures located on the Parent Tract and/or Demised Property in order
that Lessee may construct, operate, maintain and manage the Improvements upon the Property;
and Lessor shall not be required at any time to make any repairs, replacements, changes (structural
or otherwise), additions or alterations to the Parent Tract and/or Demised Property, the
Improvements and/or any other property of any kind demised by this Lease. Lessee hereby
expressly acknowledges and agrees that: (i) Lessor makes and has made no warranty or
representation whatsoever as to the condition or suitability of any portion of the Parent Tract and/or
Demised Property for Lessee’s purposes; (ii) Lessor makes and has made no warranty, express or
implied, with regard to the accuracy of any information furnished to Lessee, and Lessor shall not
be bound by any statement of any broker, employee, agent or other representative of Lessor; (iii)
Lessee has made a complete and thorough independent examination and inspection of all portions
of the Parent Tract and/or Demised Property utilizing such experts and consultants as Lessee
deemed appropriate and, on the basis of its inspection, Lessee is thoroughly familiar with all
portions of the Parent Tract and/or Demised Property (including, without limitation, whether or
not hazardous or toxic materials are or have heretofore been located on or under or generated from
any portion of the Parent Tract and/or Demised Property), and all other matters relevant to Lessee;
(iv) Lessee has determined that the condition of all portions of the Parent Tract and/or Demised
Property is satisfactory to Lessee; and (v) Lessor makes and has made no warranty, express or
implied, concerning any portion of the Parent Tract and Demised Property, its condition, the use
to which it may be put, any environmental matters, or any other thing or matter directly or
indirectly related thereto or hereto, including, without limitation, the zoning or other land use
restrictions affecting the Parent Tract and/or Demised Property, the compliance of the Parent Tract
and/or Demised Property or any part of the Parent Tract and/or Demised Property with any
governmental requirement, the use or existence, or prior use or existence, of hazardous materials
on the Parent Tract and/or Demised Property or the accuracy or completeness of any statement or
other matter previously disclosed to Tenant. THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES GIVEN TO TENANT IN CONNECTION WITH THIS LEASE OR THE
PARENT TRACT AND/OR THE DEMISED PROPERTY. LANDLORD DISCLAIMS ANY
AND ALL WARRANTIES OF MERCHANTABILITY, HABITABILITY, TENANTABILITY,
AND FITNESS FOR ANY PARTICULAR PURPOSE. TENANT ASSUMES
RESPONSIBILITY AND ALL RISKS RELATING TO LATENT OR OTHER DEFECTS.

EQUAL OPPORTUNITY

29.1 Equal Opportunity. Tenant represents and warrants to Landlord that it will
comply with §18-188, §18-189 and §18-190 of the Code. Tenant hereby represents and warrants
that it shall not engage in discriminatory practices and shall not discriminate in connection with
Tenant’s use of the Demised Property on account of race, national origin, ancestry, color, sex,
religion, age, handicap, familial status, marital status or sexual orientation. Further, should Tenant
introduce or have existing membership rules for patrons at the Demised Property, Tenant will

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comply with the non-discrimination provisions incorporated within §18-188, §18-189, §18-190,
and §18-191 of the Code.

LIVING WAGE

30.1 Definitions. For purposes of this Lease, the following additional definitions apply
and shall be incorporated as part of the Definitions included in Article 2 above:

(A) “Covered Employer” means any of the following Persons: (a) Tenant or
(b) a subtenant; provided, however, that the term “Covered Employer” shall not include a Person
that has annual consolidated gross revenues that are less than the Small Business Cap.

(B) “Living Wage” means compensation to a Site Employee of no less than

$15.00 per hour without health benefits; or a wage of no less than $13.19 an hour with health
benefits.

(C) “Site Affiliates” means, collectively, all Affiliates of Tenant that lease,
occupy, operate or perform work at the Demised Property and that have one or more direct Site
Employees.

(D) “Site Employee” means, with respect to any Covered Employer, any
natural person who works at the Demised Property and who is employed by, or contracted directly
to work for, such Covered Employer, including all employees and independent contractors and
persons made available to work for or on behalf of a Covered Employer through the services of a
temporary services, staffing or employment agency or similar entity, that are performing work at
the Demised Property. The term “Site Employee” shall not include any natural person who (i)
works on average less than thirty (30) hours in any consecutive seven (7) day period for a Covered
Employer at the Demised Property, (ii) receives compensation predominately through tips or
commissions, or (iii) receives compensation through wages determined pursuant to a collective
bargaining or labor agreement.

(E) “Small Business Cap” means Three Million and No/100 Dollars
($3,000,000.00); provided that, beginning on January 1, 2023, and each year thereafter, the Small
Business Cap shall be adjusted based on increases to the CPI.

30.2 Living Wage.

(A) If, and for so long as, Tenant is a Covered Employer, Tenant shall pay each
of its Site Employees no less than a Living Wage. Tenant shall cause each of its Site Affiliates that
is a Covered Employer to pay their respective Site Employees no less than a Living Wage.

(B) Tenant shall establish a policy in the Demised Property providing for its
subtenants to pay a Living Wage to its Site Employees based on a sliding scale implemented over
four (4) years from the date of occupancy of such subtenant on the Demised Property, commencing
with a Living Wage at $11.00 per hour.

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OMM_US:77142615.3
 (C) Tenant shall provide incentives, which shall be negotiated on a case-by-case
basis, to subtenants not otherwise meeting the Small Business Cap to encourage them to provide
a Living Wage to their employees.

30.3 Covered Employee. For a Covered Employer to comply with the requirement to
pay a Living Wage by choosing to pay the lower wage scale available when a Covered Employer
also provides a standard health benefit plan, such health benefit plan shall consist of a payment of
at least $1.81 per hour toward the provision of health benefits for Site Employees and their
dependents. If the health benefit plan of the Covered Employer requires an initial period of
employment for a new Site Employee to be eligible for health benefits, a Covered Employer may
qualify to pay the $13.19 per hour wage scale for a term not to exceed the new Site Employee’s
eligibility period, provided the new Site Employee will be paid health benefits upon completion
of the eligibility period, which period shall not exceed 90 days.

GUARANTY OF LEASE

Payment of all rents and charges and the performance of all covenants of Tenant contained
in this Lease are guaranteed by _____________ (the “Guarantor”) under the Guaranty
(“Guaranty”) attached hereto as Exhibit “K” and incorporated herein by this reference. The
Guaranty is a part of this Lease and Tenant agrees to be bound by the terms of the Guaranty that
relate to this Lease. The execution and delivery to Landlord of the Guaranty together with Tenant’s
execution of this Lease is a condition to the effectiveness of and Landlord’s obligations under this
Lease.

[The remainder of this page is intentionally left blank]

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OMM_US:77142615.3
 IN WITNESS WHEREOF, Landlord has caused this Ground Lease and Master
Development Agreement to be executed in its name by the City, as authorized by the City
Commission and Tenant has caused this Lease to be executed by its duly authorized representative,
all on the day and year first herein above written.

Signed in the presence of: LANDLORD:

CITY OF MIAMI, a municipal corporation

of the State of Florida

Print Name: By:

Emilio T. Gonzalez
City Manager
Print Name:__________________________

ATTEST:
By:
Todd B. Hannon
City Clerk

APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &

REQUIREMENTS: CORRECTNESS:

By: By:
Ann-Marie Sharpe, Director Victoria Méndez
Risk Management Department City Attorney

Signed in the presence of: TENANT:

MIAMI FREEDOM PARK, LLC,

a Delaware limited liability company

Print Name: By:

Name:
Title:
Print Name:

OMM_US:77142615.3
 JOINDER AGREEMENT

The undersigned hereby joins in and consents to the foregoing GROUND LEASE AND
MASTER DEVELOPMENT AGREEMENT (the “Lease”) by and between the CITY OF MIAMI
and MIAMI FREEDOM PARK, LLC to acknowledge its agreement and acceptance of the terms
and conditions of said Lease.

IN WITNESS WHEREOF, the undersigned has signed this Joinder Agreement as of the Lease
Execution Date (as defined in the Lease).

MIAMI BECKHAM UNITED, LLC,

a Florida limited liability company

By:
Name:

Title:

2
OMM_US:77142615.3
 EXHIBIT “A”

LEGAL DESCRIPTION OF PARENT TRACT

OMM_US:77142615.3
 EXHIBIT “B”

LEGAL DESCRIPTION OF DEMISED PROPERTY

OMM_US:77142615.3
 EXHIBIT “C”

TITLE COMMITMENT REPORT

OMM_US:77142615.3
 EXHIBIT “D”

DEVELOPMENT CONCEPT

OMM_US:77142615.3
 EXHIBIT “E”

LEGAL DESCRIPTION OF PUBLIC PARK PARCEL

2
OMM_US:77142615.3
 EXHIBIT “F”

LIST OF PERMITTED USES

OMM_US:77142615.3
 EXHIBIT “G”

LIST OF PROHIBITED USES

OMM_US:77142615.3
 EXHIBIT “H”

EASEMENTS

[SEE ATTACHED]

OMM_US:77142615.3
 EXHIBIT “H-1”

INTENTIONALLY OMITTED

2
OMM_US:77142615.3
 EXHIBIT “H-2”

UTILITY EASEMENT AGREEMENT [OPEN]

This instrument was prepared by:

Name: Isabel C. Diaz, Esq.

Address: Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, Florida 33131

(Space Reserved for Clerk of Court)

UTILITY EASEMENT AGREEMENT

THIS UTILITY EASEMENT AGREEMENT (the “Agreement”) is made as of this ____

day of ____________, ____________, by the CITY OF MIAMI, a municipal corporation of the
State of Florida, whose mailing address is 444 SW 2nd Avenue, 10th Floor, Miami, Florida 33130,
Attn. City Manager, (“Grantor”), to and in favor of MIAMI FREEDOM PARK, LLC, a Delaware
limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables,
Florida 33134, (“Grantee”) (Grantor and Grantee are sometimes together referred to herein as the
“Parties,” and separately as the “Party”).

RECITALS

A. Grantor is the owner of that certain parcel of real property located in Miami-Dade
County, Florida, legally described on Exhibit A, attached hereto and made a part hereof,
(“Grantor’s Property”).

B. Of even date herewith, Grantor and Grantee entered into that certain Ground Lease
and Master Development Agreement (the “Lease”) in which Grantor agreed to lease to Grantee
that certain parcel of real property located in Miami-Dade County, Florida, legally described on
Exhibit B, attached hereto and made a part hereof, (“Demised Property”) for the purpose of
developing and constructing a state-of-the-art professional soccer facility and related ancillary
development in accordance with the Lease.

C. Grantee has requested, and Grantor has agreed, to grant to Grantee a perpetual non-
exclusive easement upon, over, and across Grantor’s Property for the construction, operation,
maintenance and use of underground utilities, above-ground utilities and public infrastructure
(collectively, the “Utility Improvements”) as may be reasonably required for the construction,
development and operation of the Demised Property and Grantor’s Property.

3
OMM_US:77142615.3
 AGREEMENT

NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree and covenant, for themselves, their heirs, successors and assigns as follows:

1. Recitals. The Recitals to this Agreement are true and correct and are hereby
incorporated by reference and made a part hereof.

2. Grant of Easement. Grantor hereby grants to Grantee and each of Grantee’s

designated tenants, licensees, invitees, employees, guests, patrons, agents and contractors a
perpetual non-exclusive easement upon, over, and across the Grantor’s Property for the
construction, operation, maintenance and use of the Utility Improvements as may be reasonably
required for the construction, development and operation of the Demised Property and Grantor’s
Property, including, but not limited to, as may be required by any platting or permitting process.
Utility Improvements may include, but shall not be limited to, installation, upgrades and additions
to (i) stormwater management/drainage systems; (ii) utility lines for cable television; (iii) water
distribution and sanitary sewer systems; (iv) electrical distribution and telecommunications
systems; (v) equipment and accessories necessary and/or desirable for said systems and utilities;
(vi) grading and paving; and (vii) off-site roadway improvements. Further, without written
approval of Grantor and Grantee, Grantor’s Property shall not be reconfigured, blocked, closed or
altered in any manner that results in a restriction of access to and from the Demised Property.

3. Severability. If any provision of this Agreement shall be invalid or shall be

determined to be void by any court of competent jurisdiction, then such provision or determination
shall not affect any other provisions of this Agreement, all of which other provisions shall remain
in full force and effect. It is the intention of the Parties that if any provision of this Agreement is
capable of two constructions, one of which would render the provision void and the other which
would render the provision valid, then the provisions shall have the meaning which renders it valid.

4. Headings. The headings set forth herein are merely for convenience and shall not
be deemed to in any way expand or limit the interpretation of the provisions of this Agreement.

5. Term. This Agreement shall become effective upon recordation and shall continue in
perpetuity from the effective date of this Agreement, unless released sooner with the written consent
of Grantor and Grantee, or their respective successors and/or assigns.

6. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or

dedication of any portion of the Grantor’s Property to the general public or for the general public or
for any public purposes whatsoever, it being the intention of Grantor that this Agreement shall be
strictly limited to and for the purposes herein expressed.

7. Covenant Running with the Land. The easements hereby granted and the
requirements herein contained shall run with the land and shall inure to the benefit of, and be binding
upon, the Parties hereto and their respective heirs, successors and assigns, including, any subsequent

4
OMM_US:77142615.3
owners of all or any part of the Grantor’s Property, the Demised Property, and all persons claiming
under them.

8. Remedies. Enforcement of this Agreement shall be exclusively by action at law or

in equity against any Parties or persons violating or attempting to violate any provision of this
Agreement. The prevailing Party in any action or suit pertaining to or arising out of this Agreement
shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as
the Court may adjudge to be reasonable for the services of its attorney, at trial and appeal. This
enforcement provision shall be in addition to any other remedies available at law or in equity or
both.

9. Notices. Any notices which may be permitted or required hereunder shall be in

writing and shall be deemed to have been duly given (i) three (3) days after depositing with the
United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally
recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery
occurs prior to 5:00 p.m. E.S.T.), to the address listed above or to such other address as either Party
may from time to time designated by written notice in accordance with this paragraph.

10. Further Assurances. This Agreement shall not be more strictly construed against
any one of the Parties in any claim under any provisions hereto. In constructing this Agreement,
the singular shall be held to include the plural, the plural shall be held to include the singular, and
reference to any particular gender shall be held to include every other and all genders.

11. Miscellaneous. This Agreement shall be governed by and construed in accordance

with the laws of the State of Florida. This Agreement may only be released, amended, modified,
supplemented or revised in writing signed by the then-owner(s) of the Grantor’s Property, the
Demised Property, or their successors or assigns, and any modification shall be effective only upon
recordation in the Public Records of Miami-Dade County, Florida.

[SIGNATURE PAGES FOLLOW]

5
OMM_US:77142615.3
 IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first
above written.

Signed in the presence of: GRANTOR:

CITY OF MIAMI, a municipal corporation

of the State of Florida
Print Name:

Print Name: By:

Emilio T. Gonzalez
City Manager
ATTEST:

By:
Todd B. Hannon
City Clerk

APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &

REQUIREMENTS: CORRECTNESS:

By: By:
Ann-Marie Sharpe, Director Victoria Méndez
Risk Management Department City Attorney

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ____________,
____________, by Emilio T. Gonzalez, as the City Manager of the CITY OF MIAMI, a municipal
corporation of the State of Florida, for the purposes stated herein. He/She is personally known to
me or has produced _______________________________ as identification.

_____________________________
Notary Public - State of Florida
My Commission Expires: ______________

6
OMM_US:77142615.3
 GRANTEE:
Signed in the presence of:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company

By:
Print Name: Name: _____________________________
Title: _______________________________
Print Name:

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ____________,
________, by ____________________________, as ________________ of MIAMI FREEDOM
PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company,
for the purposes stated herein. He/She is personally known to me or has produced
_______________________________ as identification.

_____________________________
Notary Public - State of Florida
My Commission Expires: ______________

7
OMM_US:77142615.3
 EXHIBIT “A”
GRANTOR’S PROPERTY

LEGAL DESCRIPTION

8
OMM_US:77142615.3
 EXHIBIT “B”
DEMISED PROPERTY

LEGAL DESCRIPTION

9
OMM_US:77142615.3
 EXHIBIT “H-3”

CONSTRUCTION EASEMENT AGREEMENT [OPEN]

This instrument was prepared by:

Name: Isabel C. Diaz, Esq.

Address: Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, Florida 33131

(Space Reserved for Clerk of Court)

CONSTRUCTION EASEMENT AGREEMENT

THIS CONSTRUCTION EASEMENT AGREEMENT (the “Agreement”) is made as of

this ____ day of ____________, ____________, by the CITY OF MIAMI, a municipal corporation
of the State of Florida, whose mailing address is 444 SW 2nd Avenue, 10th Floor, Miami, Florida
33130, Attn. City Manager, (“Grantor”), to and in favor of MIAMI FREEDOM PARK, LLC, a
Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor,
Coral Gables, Florida 33134, (“Grantee”) (Grantor and Grantee are sometimes together referred
to herein as the “Parties,” and separately as the “Party”).

RECITALS

A. Grantor is the owner of that certain parcel of real property located in Miami-Dade
County, Florida, legally described on Exhibit A, attached hereto and made a part hereof, and
comprising of approximately 58 acres of public park land (“Grantor’s Property”).

B. Of even date herewith, Grantor and Grantee entered into that certain Ground Lease
and Master Development Agreement (the “Lease”) in which Grantor agreed to lease to Grantee
that certain parcel of real property located in Miami-Dade County, Florida, legally described on
Exhibit B, attached hereto and made a part hereof, (“Demised Property”) for the purpose of
developing and constructing a state-of-the-art professional soccer facility and related ancillary
development in accordance with the terms of the Lease (“Demised Property Improvements”) in
accordance with the Lease.

C. Of even date herewith, Grantor and Grantee entered into that certain Park
Rehabilitation Agreement (“Park Agreement”) wherein Grantee agreed to develop, design and
construct Grantor’s Property in accordance with the terms of the Park Agreement (“Park
Improvements”).

D. Grantee, its agents, employees and contractors require a construction easement over
a portion of Grantor’s Property, as described and/or depicted on Exhibit C, attached hereto and
10
OMM_US:77142615.3
made a part hereof, (the “Easement Area”). The Easement Area shall serve as a staging area for
Grantee’s development and construction of the Demised Property Improvements on the Demised
Property and the Park Improvements on Grantor’s Property, all as more particularly set forth
herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree and covenant, for themselves, their heirs, successors and assigns as follows:

1. Recitals. The Recitals to this Agreement are true and correct and are hereby
incorporated by reference and made a part hereof.

2. Grant of Easement. Grantor hereby grants to Grantee, and its agents, employees
and contractors, a construction easement over and upon the Easement Area for use as a
construction staging area for the development and construction of the Demised Property
Improvements on the Demised Property and the Park Improvements on Grantor’s Property.
Grantee shall have the right to fence and/or otherwise secure its staging/storage area as necessary
or appropriate to protect its equipment, materials and supplies. Grantee shall have unimpeded
access on, under, over, across and through the Easement Area. Grantor hereby also grants Grantee,
and its agents, employees and contractors, the right (x) to take soils and fill material from Grantor’s
Property and bring them into the Demised Property as Grantee deems necessary and (y) to bring
in soils and fill material from the Demised Property into Grantor’s Property as Grantee deems
necessary, all in connection with the development and construction of the Demised Property
Improvements and the Park Improvements and all in accordance with applicable laws. Any soils
and fill material taken into the Demised Property and into the Grantor’s Property, in connection
with the foregoing, may permanently remain in the respective property notwithstanding the
termination of this Agreement.

3. Condition of Easement Area. Upon the termination of this Agreement, Grantee,

at its sole cost and expense, shall restore the Easement Area as close as reasonably practical to the
condition in which it existed prior to such construction activity, subject to any modifications to
such Easement Area as a result of the Park Improvements, and will remove all of Grantee’s
equipment, materials, tools, supplies, trash and debris from the Easement Area, except as otherwise
set forth herein.

4. Severability. If any provision of this Agreement shall be invalid or shall be

determined to be void by any court of competent jurisdiction, then such provision or determination
shall not affect any other provisions of this Agreement, all of which other provisions shall remain
in full force and effect. It is the intention of the Parties that if any provision of this Agreement is
capable of two constructions, one of which would render the provision void and the other which
would render the provision valid, then the provisions shall have the meaning which renders it valid.

5. Headings. The headings set forth herein are merely for convenience and shall not
be deemed to in any way expand or limit the interpretation of the provisions of this Agreement.
11
OMM_US:77142615.3
 6. Term. This Agreement shall become effective upon recordation and shall terminate
upon the parties executing a termination of this Agreement and recording the same in the Public
Records of Miami-Dade County, Florida.

7. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or

dedication of any portion of the Grantor’s Property to the general public or for the general public or
for any public purposes whatsoever, it being the intention of Grantor that this Agreement shall be
strictly limited to and for the purposes herein expressed.

8. Covenant Running with the Land. The easements hereby granted and the
requirements herein contained shall run with the land and shall inure to the benefit of, and be binding
upon, the Parties hereto and their respective heirs, successors and assigns, including, any subsequent
owners of all or any part of the Grantor’s Property, the Demised Property, and all persons claiming
under them.

9. Remedies. Enforcement of this Agreement shall be exclusively by action at law or

in equity against any Parties or persons violating or attempting to violate any provision of this
Agreement. The prevailing Party in any action or suit pertaining to or arising out of this Agreement
shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as
the Court may adjudge to be reasonable for the services of its attorney, at trial and appeal. This
enforcement provision shall be in addition to any other remedies available at law or in equity or
both.

10. Notices. Any notices which may be permitted or required hereunder shall be in
writing and shall be deemed to have been duly given (i) three (3) days after depositing with the
United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally
recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery
occurs prior to 5:00 p.m. E.S.T.), to the address listed above or to such other address as either Party
may from time to time designated by written notice in accordance with this paragraph.

11. Further Assurances. This Agreement shall not be more strictly construed against
any one of the Parties in any claim under any provisions hereto. In constructing this Agreement,
the singular shall be held to include the plural, the plural shall be held to include the singular, and
reference to any particular gender shall be held to include every other and all genders.

12. Authority. The persons signing below on behalf of Grantor and Grantee,
respectively, represent and warrant that they each have full right and authority to execute this
Agreement, that they are authorized to do so and that no consents of any person(s) are required
other than those which have already been obtained.

13. Miscellaneous. This Agreement shall be governed by and construed in accordance

with the laws of the State of Florida. This Agreement may only be released, amended, modified,
supplemented or revised in writing signed by the then-owner(s) of the Grantor’s Property, the
Demised Property, or their successors or assigns, and any modification shall be effective only upon
recordation in the Public Records of Miami-Dade County, Florida.
12
OMM_US:77142615.3
 [SIGNATURE PAGES FOLLOW]

13
OMM_US:77142615.3
 IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first
above written.

Signed in the presence of: GRANTOR:

CITY OF MIAMI, a municipal corporation

of the State of Florida
Print Name:

Print Name: By:

Emilio T. Gonzalez
City Manager
ATTEST:

By:
Todd B. Hannon
City Clerk

APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &

REQUIREMENTS: CORRECTNESS:

By: By:
Ann-Marie Sharpe, Director Victoria Méndez
Risk Management Department City Attorney

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ____________,
____________, by Emilio T. Gonzalez, as the City Manager of the CITY OF MIAMI, a municipal
corporation of the State of Florida, for the purposes stated herein. He/She is personally known to
me or has produced _______________________________ as identification.

_____________________________
Notary Public - State of Florida
My Commission Expires: ______________

14
OMM_US:77142615.3
 GRANTEE:
Signed in the presence of:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company

By:
Print Name: Name: _____________________________
Title: _______________________________
Print Name:

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ____________,
________, by ____________________________, as ________________ of MIAMI FREEDOM
PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company,
for the purposes stated herein. He/She is personally known to me or has produced
_______________________________ as identification.

_____________________________
Notary Public - State of Florida
My Commission Expires: ______________

15
OMM_US:77142615.3
 EXHIBIT “A”
GRANTOR’S PROPERTY

LEGAL DESCRIPTION

16
OMM_US:77142615.3
 EXHIBIT “B”
DEMISED PROPERTY

LEGAL DESCRIPTION

17
OMM_US:77142615.3
 EXHIBIT “C”
EASEMENT AREA

18
OMM_US:77142615.3
 EXHIBIT “I”

TRANSPORTATION MANAGEMENT PLAN [OPEN]

[SEE ATTACHED]

OMM_US:77142615.3
 PRELIMINARY TRANSPORTATION MANAGEMENT PLAN

Similar to sporting venues across the country, including the American Airlines Arena in
Miami, a detailed transportation management plan (TMP) for game days will be needed. The TMP
for this Project will have a “roundtable” approach with representatives from FDOT, MDX, MDC,
and the City of Miami. It will also include representatives from the appropriate police agencies.
The TMP will be developed and finalized prior to the opening game at the soccer stadium.

Components of the TMP will include the following:

• Temporary street modifications (pre and post-game)

• Police control of intersections
• Pedestrian management
• Access / parking management
• Shorter headways and more Metrorail vehicles on game days
• Miami Trolley system vehicles to / from the MIA station
• Valet management
• Transit and rideshare promotion/incentives
• Designated rideshare drop-off / pick-up locations
• Bus / limo staging
• Disabled passenger drop-off / pick-up
• Fire-rescue access and circulation
• Permanent and temporary signage (expressway system and surface streets)
• Extensive public information program
For purposes of the traffic impact analysis, the following TMP strategies were assumed:

• The following intersections will be under police control up to two hours pre and post-
match:
Police controlled intersections during arrival:

• NW 42nd Avenue / NW 14th Street

• NW 37th Avenue / NW 14th Street
• NW 37th Avenue / NW 19th Street
• NW 37th Avenue / NW 21st Street
• NW 14th Street / Project Driveway

OMM_US:77142615.3
 Police controlled intersections during departure:

• NW 42nd Avenue / NW 14th Street

• NW 37th Avenue / NW 14th Street
• NW 37th Avenue / SR 836 EB On Ramps
• NW 37th Avenue / NW 19th Street
• NW 38th Court / NW 21st Street
• NW 37th Avenue / NW 21st Street
• NW 14th Street / Project Driveway
• A temporary roadway modification to allow post-match access to the ramping system south
of the MIC.
• A plan to prohibit vehicular game day traffic from using NW 37th Avenue between NW
14th Street and NW 19th Street.

OMM_US:77142615.3
 EXHIBIT “J”

MEMORANDUM OF LEASE

This instrument was prepared by:

Name: Isabel C. Diaz, Esq.

Address: Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, Florida 33131

(Space Reserved for Clerk of Court)

MEMORANDUM OF GROUND LEASE AND MASTER DEVELOPMENT

AGREEMENT

THIS MEMORANDUM OF GROUND LEASE AND MASTER DEVELOPMENT

AGREEMENT (this “Memorandum”) is made and entered into as of this ____ day of
_________, _____, by and between the CITY OF MIAMI, a municipal corporation of the State of
Florida, whose mailing address is 444 SW 2nd Avenue, 10th Floor, Miami, Florida 33130, Attn.
City Manager, (“Landlord”), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability
company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134,
(“Tenant”) (Landlord and Tenant are sometimes together referred to herein as the “Parties,” and
separately as the “Party”).

RECITALS:

A. Pursuant to that certain Ground Lease and Master Development Agreement, effective
as of ____________ (the “Lease”), by and between Landlord and Tenant, Landlord
leased to Tenant, and Tenant leased from Landlord, that certain parcel of real property
located in Miami-Dade County, Florida, legally described on Exhibit A, attached
hereto and made a part hereof, (the “Demised Property”); and

B. Landlord and Tenant desire to execute this Memorandum to provide notice of Tenant’s
rights, title and interest under the Lease and in and to the Demised Property.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
in the Lease, Landlord and Tenant hereby covenant and agree as follows:

1. Definitions. Unless otherwise defined herein, capitalized terms used in this

Memorandum shall have the meaning assigned to them in the Lease.

OMM_US:77142615.3
 2. Lease. The Demised Property has been leased to Tenant pursuant to the terms and
conditions of the Lease, which is incorporated by reference in its entirety in this Memorandum. In
the event of any conflict or inconsistency between this Memorandum and the Lease, the Lease
shall control.

3. Lease Term. The Initial Term of the Lease shall commence on the Lease
Commencement Date and terminate on the last day of the thirty-ninth (39th) Lease Year following
the Lease Commencement Date, unless earlier terminated or extended as provided in the Lease.
The Lease Commencement Date of the Lease is ________________________.

4. Options to Renew. Subject to the terms and conditions of the Lease, Tenant shall
have the right to exercise two (2) options to extend the Term, each for thirty (30) Lease Years.

5. Notice of Lien Prohibition. The Lease contains the following provision:

“The interest of Landlord in the Demised Property shall not be subject in

any way to any liens, including construction liens, for improvements to or
other work performed in the Demised Property by or on behalf of Tenant.
Tenant shall have no power or authority to create any lien or permit any lien
to attach to the present estate, reversion, or other estate of Landlord in the
Demised Property and all mechanics, materialmen, contractors, artisans,
and other parties contracting with Tenant or its representatives or privies as
to the Demised Property or any part of the Demised Property are charged
with notice that they must look to the Tenant to secure payment of any bill
for work done or material furnished or for any other purpose during the
Lease Term. These provisions are made with express reference to Section
713.10, Florida Statutes. Landlord and Tenant acknowledge and agree that
there is no requirement under this Lease that Tenant make any alterations
or improvements to the Demised Property and no improvements to be made
by Tenant to the Demised Property constitute ‘the pith of the Lease’ as
provided in applicable Florida law.”

6. Lease Controls. This Memorandum of Lease is executed and delivered by

Landlord and Tenant solely for the purpose of recording, in the Public Records of Miami-Dade
County, Florida, notice of the existence of the Lease, and, consequently, nothing contained in this
Memorandum shall be construed to change or alter the terms, conditions, or provisions of the Lease
and reference shall be made to the Lease itself for its terms, conditions, and provisions and the
intent of Landlord and Tenant regarding the leasing of the Demised Property demised by the Lease.
In the event of any inconsistency between the terms of this Memorandum of Lease and the terms
of the Lease, the terms of the Lease shall control.

7. Termination. On the expiration of sooner termination of the Lease Term, Landlord

and Tenant shall execute a notice of termination in recordable form stating that the Lease is of no
further force or effect. In furtherance of Tenant’s obligations under this Section 7, Tenant has
delivered to Landlord a Termination of Memorandum of Lease (the “Termination”) in the form
attached to this Memorandum as EXHIBIT “A” executed by Tenant in recordable form,
terminating this Memorandum. The Termination is to be held in trust by Landlord until such time

OMM_US:77142615.3
as the Lease Term expires or terminates in accordance with the terms of this Lease, in which case
Tenant agrees that Landlord shall have the right to date and record the Termination upon the
termination or expiration of the Lease Term and such Termination shall be effective upon
recording and no party shall have any duty to make further inquiry as to the effectiveness of the
Termination.

8. Counterparts. This Memorandum of Lease may be executed in any number of

counterparts, each of which shall be deemed an original, and all of which, when taken together,
shall be deemed to be one and the same document. Signature pages may be taken from a
counterpart and attached to other counterparts to form one document, which shall constitute a fully
executed document that may be recorded.

9. Successors and Assigns. This Memorandum and the Lease shall bind and inure to
the benefit of the Parties and their respective successors and assigns, subject, however, to the
provisions of the Lease regarding assignment.

[SIGNATURES FOLLOW ON NEXT PAGE]

OMM_US:77142615.3
 IN WITNESS whereof, the Parties have signed this Memorandum as of the day and year first
above written.

Signed in the presence of: LANDLORD:

CITY OF MIAMI, a municipal corporation

of the State of Florida
Print Name:

Print Name: By:

Emilio T. Gonzalez
City Manager
ATTEST:

By:
Todd B. Hannon
City Clerk

APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &

REQUIREMENTS: CORRECTNESS:

By: By:
Ann-Marie Sharpe, Director Victoria Méndez
Risk Management Department City Attorney

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ____________,
____________, by Emilio T. Gonzalez, as the City Manager of the CITY OF MIAMI, a municipal
corporation of the State of Florida, for the purposes stated herein. He/She is personally known to
me or has produced _______________________________ as identification.

_____________________________
Notary Public - State of Florida
My Commission Expires: ______________

OMM_US:77142615.3
 TENANT:
Signed in the presence of:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company

By:
Print Name: Name: _____________________________
Title: _______________________________
Print Name:

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ____________,
________, by ____________________________, as ________________ of MIAMI FREEDOM
PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company,
for the purposes stated herein. He/She is personally known to me or has produced
_______________________________ as identification.

_____________________________
Notary Public - State of Florida
My Commission Expires: ______________

OMM_US:77142615.3
 Exhibit “A”

Legal Description of the Demised Property

OMM_US:77142615.3
 EXHIBIT “K”

GUARANTY OF LEASE

CONTINUING GUARANTY

THIS IS A GENERAL GUARANTY WHICH IS ENFORCEABLE BY THE LANDLORD, ITS

SUCCESSORS AND ASSIGNS. THIS IS ALSO AN ABSOLUTE AND UNCONDITIONAL GUARANTY.

For value received and in consideration of and in order to induce ___________________________, a

______________ ____________ (the “Landlord”) to enter into that certain Lease to which this Guaranty or a form of
this Guaranty is attached, between Landlord and __________________________________, a ______________
corporation (the “Tenant”), for ___________________________, _______________________, _________________
(the “Lease”) and other good and valuable considerations, the undersigned (the “Guarantor”), acting as principal and
not as surety merely, absolutely and unconditionally, for himself and his legal representatives, successors, and assigns,
guarantees to the Landlord and to its legal representatives, successors, and assigns, the prompt and full performance
and observance by the Tenant and by its legal representatives, successors, and assigns, of all of the covenants, terms,
provisions, conditions, and agreements required to be performed by Tenant under the Lease, whether, before, during,
or after the Lease Term.

Terms used in this Guaranty which are defined in the Lease shall have the same definitions as those terms
have in the Lease unless the context clearly indicates a contrary intent.

Notice of all defaults is waived and consent is given to all extensions of time that the Landlord may grant to
Tenant in the performance of any of the terms of the Lease or to the waiving in whole or in part of performance, or to
the releasing of Tenant in whole or in part from any performance, or to the adjusting of any dispute concerning the
Lease; and no defaults, extensions, waivers, releases, or adjustments, with or without the knowledge of the
undersigned, shall affect or discharge the liability of the undersigned. The undersigned shall pay all expenses,
including legal fees and disbursements paid or incurred by Landlord in endeavoring to enforce this Guaranty.

This Guaranty shall not be impaired by, and Guarantor consents to, any modification, supplement, extension,
or amendment of the Lease to which the parties to the Lease may hereafter agree. The liability of the Guarantor
hereunder is direct and unconditional and may be enforced without requiring the Landlord first to resort to any other
right, remedy, or security. Presentment, notice, and demand to Tenant and Guarantor and subsequent dishonor are not
conditions for proceeding against Guarantor. Guarantor shall have no right of subrogation, reimbursement, or
indemnity whatsoever, nor any right of recourse to security for the debts and obligations of Tenant to Landlord.
Guarantor waives all defenses based on claims that Landlord has impaired any collateral for the Tenant’s obligations
to Landlord or to Guarantor, including any such claim based on Lender’s failure to perfect or maintain any security
interest in Tenant’s property.

This Guaranty is a continuing guaranty that shall be effective before the commencement of the Lease Term,
and shall remain effective following the Lease Term as to any surviving provisions that remain effective after the
termination of the Lease. The Guarantor’s obligations under this Guaranty shall also continue in full force and effect
after any transfer of the Tenant’s interest under the Lease as defined in the Lease.

The liability of Guarantor under this Guaranty shall in no way be affected, modified, or diminished by reason
of any of the following, (a) any assignment, renewal, modification, amendment, or extension of the Lease, or (b) any
modification or waiver of or change in any of the terms, covenants, and conditions of the Lease by Landlord and
Tenant, or (c) any extension of time that may be granted by Landlord to Tenant, or (d) any consent, release, indulgence,
or other action, inaction, or omission under or in respect of the Lease, or (e) any dealings, transactions or matters,
between Landlord and Tenant that may cause the Lease to terminate, including without limitation, any adjustment,
compromise, deferral, waiver, settlement, accord and satisfaction, or release of Tenant’s obligations under the Lease,
or (f) any bankruptcy, insolvency, reorganization, liquidation, arrangement, assignment for the benefit of creditors,
receivership, trusteeship, or similar proceeding affecting Tenant, or the rejection or disaffirmance of the Lease in any
proceedings, whether or not notice of the proceedings is given to Guarantor, or any cap on Landlord’s claim against

OMM_US:77142615.3
Tenant in any such proceedings. Further, Guarantor waives all defenses to its obligations under this Guaranty based
on any delay between the effective date of the Lease and the date of Guarantor’s execution of this Guaranty, including
the defense of lack of consideration, and Guarantor agrees that, notwithstanding any such delay, Guarantor has
received sufficient consideration for its execution of this Guaranty, the delivery of which is a condition to Landlord’s
obligations under the Lease.

Should Landlord be obligated by any bankruptcy or other law to repay to Tenant or to Guarantor or to any
trustee, receiver, or other representative of either of them, any amounts previously paid, this Guaranty shall be
reinstated in the amount of the repayments. Landlord shall not be required to litigate or otherwise dispute its obligation
to make any repayments if it in good faith believes that the obligation exists.

For purposes of this Guaranty, on a default by Tenant under the Lease the entire balance of all forms of Rent
due under the Lease for the remainder of the Lease Term may be declared to be forthwith due and payable as provided
in the Lease notwithstanding any stay, injunction, or other prohibition preventing a similar declaration as against
Tenant and, in the event of any such declaration by Landlord, all of the obligations (whether or not due and payable
by Tenant) shall forthwith become due and payable by Guarantor under this Guaranty.

No delay on the part of Landlord in exercising any right under this Guaranty or failure to exercise any right
shall operate as a waiver of or otherwise affect any right nor shall any single or partial exercise of a right preclude any
other or further exercise of the right or the exercise of any other right.

No waiver or modification of any provision or this Guaranty nor any termination of this Guaranty shall be
effective unless in writing and signed by Landlord; nor shall any such waiver be applicable except in the specific
instance for which given.

All of Landlord’s rights and remedies under the Lease and under this Guaranty, now or hereafter existing at
law or in equity or by statute or otherwise, are intended to be distinct, separate, and cumulative and no exercise or
partial exercise of any right or remedy mentioned in the Lease or this Guaranty is intended to be in exclusion of or a
waiver of any of the others.

Guarantor waives and releases all rights of subrogation it may have against Tenant on account of any
payments made by Guarantor to Landlord.

If Landlord assigns the Lease or sells the Demised Property, Landlord may assign this Guaranty to the
assignee or transferee, who shall thereupon succeed to the rights of Landlord under this Guaranty to the same extent
as if the assignee were an original guaranteed party named in this Guaranty, and the same rights shall accrue to each
subsequent assignee of this Guaranty. If Tenant assigns or sublets the Demised Property, the obligations of the
Guarantor under this Guaranty shall remain in full force and effect.

From time to time, Guarantor, on not less than five days’ prior notice, shall execute and deliver to Landlord
an estoppel certificate in a form generally consistent with the requirements of institutional lenders and certified to
Landlord and any mortgagee or prospective mortgagee or purchaser of the Demised Property. In addition, if requested,
Guarantor shall provide any financial information concerning Guarantor that may be reasonably requested by any
mortgagee or prospective mortgagee or purchaser of the Demised Property.

If any provision of this Guaranty or the application of any provision to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of that provision and this Guaranty and the application of the
provision to persons or circumstances other than those as to which it is invalid or enforceable shall not be affected
thereby, and the remainder of the provision and this Guaranty shall otherwise remain in full force and effect.

As a further inducement to Landlord to make and enter into the Lease and in consideration of Landlord’s
execution of the Lease, Landlord and Guarantor waive trial by jury in any action or proceeding brought on, under, or
by virtue of this Guaranty.

OMM_US:77142615.3
 Without regard to principles of conflicts of laws, the validity, interpretation, performance, and enforcement
of this Guaranty shall be governed by and construed in accordance with the internal laws of the State of Florida and
shall be deemed to have been made and performed in the State of Florida.

Any legal action or proceeding arising out of or in any way connected with this Guaranty shall only be
instituted in a court (federal or state) located in ______________________ County, _________________, which shall
be the exclusive jurisdiction and venue for litigation concerning this Guaranty. Landlord and Guarantor shall be subject
to the personal jurisdiction of those courts in any legal action or proceeding. In addition, Landlord and Guarantor
waive any objection that they may now have or hereafter have to the laying of venue of any action or proceeding in
those courts, and further waive the right to plead or claim that any action or proceeding brought in any of those courts
has been brought in an inconvenient form.

Landlord has entered into the Lease on the condition that Guarantor shall maintain a minimum net worth that
is not less than the Guarantor’s net worth as set forth in the financial statements submitted by Guarantor to Landlord
before the Date of the Lease. Should Guarantor’s net worth fall below this minimum level as a result of a transfer of
Guarantor’s assets or an increase in Guarantor’s liabilities and not as a result of fluctuations in the market value of
Guarantor’s assets, Guarantor shall be in default under this Guaranty and under the Lease. In that event, Landlord may
declare all forms of Rent due under the Lease for the remainder of the Lease Term to be forthwith due and payable
notwithstanding any stay, injunction, or other prohibition preventing a similar declaration as against Tenant and, in
the event of any such declaration by Landlord, all of the obligations (whether or not due and payable by Tenant) shall
forthwith become due and payable by Guarantor under this Guaranty.

If there is more than one Guarantor, the liability of each Guarantor shall be joint and several with all other
Guarantors.

Guarantor authorizes Landlord to obtain credit reports and information regarding Guarantor from time to
time in Landlord's discretion.

LANDLORD AND GUARANTOR KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE

TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY AND THE
LEASE.

__________________________________________
________________________, Guarantor

Guarantor’s address:
___________________________________________
___________________________________________

Guarantor’s Social Security No. _________________

Guarantor’s Driver’s License No. ________________
D.L. State of Issuance: _________________________

Dated:________________________, 20__

OMM_US:77142615.3
 STATE OF )
) ss.:
COUNTY OF )

The foregoing instrument was acknowledged before me this ____ day of __________________, 20__ by
________________________, who is personally known to me or who has produced
_____________________________ as identification.

OFFICIAL NOTARIAL SEAL: __________________________________________

__________________________________________
(type, print, or stamp name)

NOTARY PUBLIC

My commission expires: ______________________

Commission No. ______________________

OMM_US:77142615.3
 EXHIBIT “L”

HOTEL SITE, SOCCER STADIUM DEVELOPMENT SITE AND OFFICE DETAIL

SITE LOCATIONS/SKETCH AND LEGAL DESCRIPTIONS

OMM_US:77142615.3
 EXHIBIT “M”

FORM OF SNDA FOR APPROVED LEASEHOLD MORTGAGES

OMM_US:77142615.3
 EXHIBIT “N”

FORM OF SNDA FOR APPROVED SUBLEASE MORTGAGES

OMM_US:77142615.3
 EXHIBIT “O”

FORM OF SNDA FOR MAJOR SUBTENANT

OMM_US:77142615.3
 EXHIBIT “P”

STADIUM LEASE

OMM_US:77142615.3
 EXHIBIT “Q”

STADIUM CONSTRUCTION ADMINISTRATION AGEEMENT

OMM_US:77142615.3
 EXHIBIT “R”

NON-RELOCATION AGREEMENT

OMM_US:77142615.3
 SCHEDULE 2.2

CONFIRMATION OF LEASE COMMENCEMENT DATE [OPEN]

CONFIRMATION OF LEASE COMMENCEMENT DATE AGREEMENT

THIS CONFIRMATION OF LEASE COMMENCEMENT DATE AGREEMENT

(the “Agreement”) is made and entered into as of this __ day of , _____, by and between the CITY
OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd
Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, (“Landlord”), and MIAMI
FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S.
Douglas Road, 12th Floor, Coral Gables, Florida 33134, (“Tenant”) (Landlord and Tenant are
sometimes together referred to herein as the “Parties,” and separately as the “Party”).

WITNESSETH:

WHEREAS, the Parties have previously executed and delivered that certain Ground Lease
and Master Development Agreement (the “Lease”) with an Lease Execution Date of ___________
___, ______, whereby Landlord leased to Tenant and Tenant leased from Landlord, that certain
parcel of real property located in Miami-Dade County, Florida and more particularly described in
the Lease; and

WHEREAS, Landlord and Tenant have agreed to memorialize the Lease Commencement
Date as contemplated by Section 3.116 of the Lease;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
in the Lease, Landlord and Tenant hereby covenant and agree as follows:

1. Definitions. Unless otherwise defined herein, capitalized terms used in this

Agreement shall have the meaning assigned to them in the Lease.

2. Lease Commencement Date. The Lease Commencement Date of the Lease is

____________ _____, ______and the expiration date of the Lease Term is , .

3. Acceptance of Condition. Tenant acknowledges that Tenant has inspected the

Demised Property, is fully aware of the condition of the Demised Property and accepts the
Demised Property “as-is” in its current condition.

4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the
Parties and their respective successors and assigns, subject, however, to the provisions of the Lease
regarding assignment.

4. Counterparts. This Agreement may be executed in counterparts, each of which

shall be deemed an original and all of which shall constitute a single instrument. Signature and
acknowledgement pages may be detached from individual counterparts and attached to a single or
multiple original(s) in order to form a single or multiple original(s) of this Agreement.

OMM_US:77142615.3
 [SIGNATURES FOLLOW ON NEXT PAGE]

IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first
above written.

Signed in the presence of: LANDLORD:

CITY OF MIAMI, a municipal corporation

of the State of Florida
Print Name:

Print Name: By:

Emilio T. Gonzalez
City Manager
ATTEST:

By:
Todd B. Hannon
City Clerk

APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &

REQUIREMENTS: CORRECTNESS:

By: By:
Ann-Marie Sharpe, Director Victoria Méndez
Risk Management Department City Attorney

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ____________,
____________, by Emilio T. Gonzalez, as the City Manager of the CITY OF MIAMI, a municipal
corporation of the State of Florida, for the purposes stated herein. He/She is personally known to
me or has produced _______________________________ as identification.

_____________________________
Notary Public - State of Florida
My Commission Expires: ______________

OMM_US:77142615.3
 TENANT:
Signed in the presence of:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company

By:
Print Name: Name: _____________________________
Title: _______________________________
Print Name:

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ____________,
________, by ____________________________, as ________________ of MIAMI FREEDOM
PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company,
for the purposes stated herein. He/She is personally known to me or has produced
_______________________________ as identification.

_____________________________
Notary Public - State of Florida
My Commission Expires: ______________

OMM_US:77142615.3
 SCHEDULE 25.2 [OPEN]

FORM OF LANDLORD ESTOPPEL CERTIFICATE

Landlord: CITY OF MIAMI, a municipal corporation of the State of Florida

(“Landlord”)

Tenant: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company

(“Tenant”)

Lender: (“Lender”)

Subtenant: (“Subtenant”)

Landlord hereby certifies to Tenant and ____________ that:

1. Landlord is the landlord of real property (the “Demised Property”) located in the
City of Miami, Miami-Dade County, Florida, pursuant to a Ground Lease and Master
Development Agreement dated ____________________ (the “Lease”) between Landlord and
Tenant. Terms capitalized but not defined herein shall have the same meanings ascribed to them
in the Lease.

2. A true, correct, and complete copy of the Lease is attached hereto as Exhibit A.
The Lease constitutes the entire agreement between Landlord and Tenant. There have been no
amendments, written or oral, to the Lease.

3. The Lease is presently in full force and effect, and neither Landlord nor Tenant is
in default thereunder. There exist no facts that could constitute a basis for any such default under
the Lease upon the lapse of time or the giving of notice or both. There exist no offsets, claims,
counterclaims, or defenses of Landlord under the Lease against Tenant, and there exist no events
that would constitute a basis for any such offset, claims, counterclaim, or defense against Tenant
upon the lapse of time or the giving of notice or both.

4. Tenant has accepted possession of the Demised Property.

5. The Lease Commencement Date under the Lease was

___________________________. The term of the Lease will expire on the last day of the thirty-
ninth (39th) Lease Year (as defined in the Lease), subject to Tenant’s option to renew the Lease.
The first Lease Year began on __________________________.

6. Tenant has the option to renew the term of the Lease for two additional terms of
thirty (30) Lease Years each. Each option may be exercised no later than one hundred eighty (180)
days and no earlier than three hundred sixty five (365) days prior to the expiration of the Initial
Term and the first Option, as applicable.

7. The Annual Rent under the Lease is $__________. The Annual Rent has been paid
through the month of _____________.

OMM_US:77142615.3
 8. Tenant has provided a security deposit in connection with the Lease.

9. Landlord has not entered into any sublease, assignment, or any other agreement
transferring any of its interest in the Lease or the Demised Property other than the Lease. Landlord
has not conveyed, mortgaged or assigned its interest in the Demised Property or the Lease.

10. Both Tenant and Landlord have performed all of their respective obligations under
the Lease and Landlord has no knowledge of any event which, with the giving of notice, the
passage of time or both, would constitute a default by Tenant under the Lease.

11. Tenant has no claim against Landlord and no offset or defense to the enforcement
of any of the terms of the Lease.

12. Landlord acknowledges that Tenant and its successors and assigns has the absolute
right to mortgage its leasehold interest in the Demised Property to Lender, and that as a leasehold
mortgagee, Lender shall be entitled to all rights and privileges granted to a leasehold mortgagee
under the Lease or pursuant to law. If Lender forecloses on its leasehold mortgage and becomes
the holder of Tenant’s leasehold estate, Landlord shall recognize Lender as tenant under the Lease.

13. There are no sums due to Tenant from Landlord and no allowances or other
concessions (including free rent and credits) due to Tenant from Landlord that have not been paid
or otherwise provided by Landlord to Tenant prior to the date hereof.

14. All improvements or work required to be performed by Landlord have been

completed in accordance with the Lease and have been accepted by Tenant.

15. Tenant has not given any notice of termination under the Lease.

16. There are no actions, voluntary or otherwise, pending or, to the best knowledge of
Landlord, threatened against Tenant under the bankruptcy, reorganization, moratorium or similar
laws of the United States, any state thereof or any other jurisdiction.

17. All exhibits attached hereto are by this reference incorporated fully herein.

18. Landlord’s current address for notices is as follows:

City Manager
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
with a copy to:
City Attorney’s Office
Attention: City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, FL 33130

19. This Certificate is made and delivered as of the date set forth on the signature page.
This Certificate may be relied upon by Tenant, ________________, the successors and assigns of
each of them (including any trust, trustee, servicer, and rating agency for any securitization that

OMM_US:77142615.3
includes Lender’s loan), any future leasehold mortgagee of Tenant and/or assignee and any title
insurance company. This Certificate binds Landlord and its legal representatives, successors and
assigns.

[SIGNATURE APPEARS ON FOLLOWING PAGE]

OMM_US:77142615.3
EXECUTED ________________________, ____.

LANDLORD:

CITY OF MIAMI, a municipal corporation

of the State of Florida

By:
Emilio T. Gonzalez
City Manager

ATTEST:

By:
Todd B. Hannon
City Clerk

APPROVED AS TO LEGAL FORM &

CORRECTNESS:

By:
Victoria Méndez
City Attorney

OMM_US:77142615.3
 EXHIBIT A

LEASE

OMM_US:77142615.3
4833-8798-5310, v. 4

OMM_US:77142615.3