l-lZl/l ?4 391242194 WW First Amendment to License Agreement between Trump Marks Panama LLC, as licensor. and Newland International Properties Corp., as licensee. Assignment and Assumption of License Agreement between Trump Marks Panama LLC, as licensor, Group Developers. Inc.. as assignor. and Newland International Properties Corp., as assignee. Assignment and Assumption of License Agreement between Donald J. Trump, as assignor, and Trump Marks Panama LLC, as assignee. Collateral Assignment of License Agreement between Newland International Properties, Corp., as borrower, Bear Steams Commercial Mortgage, Inc., as lender. and Trump Marks Panama LLC, as licensor. ?r I 41.15?51.10 Lmumumuwmum ASSIGNMENT AND IQE QE LIQENSE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT (?Assignment?) is made 3 of the 5? day of June, 2007 (?Effective Date?), by and between TRUMP MARKS PANAMA LLC, a Delaware limited liability company (?Licensor?), whose principal place of business is 725 Fifth Avenue, New York, New York 10022, GROUP DEVELOPERS INC., a corporation organized and existing under the laws of the Republic of Panama (?Assignor?) and NEWLAND INTERNATIONAL PROPERTIES, CORR, a corporation organized and existing under the laws of the Republic of Panama ("Assignee"), whose principal place of business is located within the Republic of Panama. Licensor, Assignor and Assignee may hereinafter be referred to as the ?Parties? and individually as the ?Party?. All terms in initial capitals not de?ned herein shall have the meanings set forth in the License Agreement (as such term is de?ned below). RECITALS: WHEREAS, Donald J. Trump (?Trump?), as licensor, and Group Developers lnc. Group"), as licensee, entered into that certain License Ayeement dated as of March 16, 2006 (?License Agreement"). pursuant to which the licensor under the License Agreement granted the licensee under the License Agreement certain rights to use the Trump Mark in accordance with the terms thereof; and WHEREAS, pursuant to a certain Assignment and Assumption Agreement made as of June 5, 2007, Trump assigned all of his right, title and interest in and to the License Agreement and in and to the use and license of the Trump Mark as contemplated under the License Agreement, to Licensor; and WHEREAS, Assignor desires to transfer and assign to Assignee all of Assignor's right, title and interest as licensee under the License Agreement, Assignee desires to accept said assignment and to assume the obligations of Assignor as licensee under the License Agreement, effective as of the Effective Date, and Licensor desires to consent to this Assignment. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Assignment and other valuable consideration, the receipt and suf?ciency of which is hereby acknowledged, the Parties do hereby agree, as follows: Section I. In ra eci s. The foregoing recitals are hereby incorporated in this Assignment and made a part hereof by this reference. Section 2. Definitions, Iitle. All capitalized terms not defined in this Assignment shall have the meaning ascribed to them in the License Agreement, unless otherwise stated herein. Section 3. Assignment of Licem Aggment. Effective as of the Effective Date, Assignor hereby assigns, transfers, conveys and sets over to Assignee, and Assignee accepts from Assignor, all of Assignor?s right, title and interest in, to, under and by virtue of the License Agreement as licensee thereunder. Section 4. Assignee hereby accepts such assignments and transfers hereunder and hereby speci?cally assumes and covenants and agrees to perform and be bound by all of the liabilities, terms, covenants, obligations, conditions, provisions and agreements whatsoever under the License Agreement on the part of licensee to be kept and performed on and after the Effective Date, as fully and with the same effect as though Assignee had executed the License Agreement as the original licensee named therein. Section 5. This Assignment shall be deemed effective and in full force and effect as of the Effective Date. Section 6. W. This Assignment shall not be deemed to release, discharge reduce, decrease or limit in any way any of Assignor?s duties or obligations or Licensor?s rights under the License Agreement or to waive, release, or discharge Assignor from liability for any existing or future breach, default, or liability of Assignor or Assignee under the License Agreement, it being expressly understood, acknowledged and agreed to by the Parties that Assignor shall continue to remain liable and responsible for all of Licensee?s duties and obligations under the License Agreement both prior and subsequent to the Effective Date. Assignor acknowledges and agrees that it shall be bound by any modi?cations or amendments to the License Agreement agreed to in writing by Assignee and that Assignor?s prior consent to such modi?cations or amendments shall not be required Section 7. Assignee hereby represents and warrants to Licensor that: Assignee is the owner of the Property and the sponsor of the condominium regime to be formed in connection with the Property; (ii) Assignor?s interest in all contracts and agreements relating to the Property, including, without limitation, Assignor's interest as seller in all purchase and sale agreements for units in the Property have been duly assigned to Assignee or are already in the name of Assignee; Attached as hereto is a true and accurate representation of Assignee?s corporate structure. (iv) All representations and warranties contained in the License Agreement are true and accurate with respect to both Assignor and Assignee as of the date hereof. Section 8. Indemjg. Assignee agrees to indemnify, defend and hold Assignor harmless from and against any and all claims, damages, demands, causes of action, liabilities, judgments, losses, costs and expenses (including but not limited to reasonable attorneys? fees) asserted against or incurred by Assignor caused by the failure of Assignee to perform any obligation under the License Agreement arising or accruing on or a?er the Effective Date, unless otherwise stated herein. Assignor agrees to indemnify, defend and hold Assignee harmless from and against any and all claims, damages, demands, causes of action, liabilities, judgments, losses, costs and expenses (including but not limited to reasonable attorneys? fees) asserted against or incurred by Assignee of whatever nature under the License Agreement arising or accruing prior to the Effective Date. Notwithstanding anything contained herein to the contrary, Assignor and Asignee shall be jointly and severally liable to Licensor, its predecessors (including Trump). successors and assigns as a Hall Lem?Wumwumanoc result of the failure of Assignor or Assignee to perform any obligation of licensee under the License Agreement arising or accruing prior to, subsequent to or on the E??ective Date and both Assignor and Assignee shall indemnify, defend and hold Licensor, its predecessors (including Trump), successors and assigns harmless from and against any and all claims, damages, demands, causes of action, liabilities, judgments, losses, costs and expenses (including but not limited to reasonable attorneys' fees) asserted against or incurred by Licensor, its predecessors (including Trump), successors and assigns, caused by the failure of Assignor or Assignee to perform any obligation under the License Agreement arising or accruing prior to, subsequent to or on the Effective Date, and Licensor, its predecessors (including Trump), successors and assigns, shall have recourse to Assignor and Assignee and the Property in connection with such indemni?cation obligation of Assignor and Assignee. Section 9. W. Licensor hereby consents to this Assignment. Subject to Sections 6 and 7 hereof, references to Licensee from and a?er the Effective Date shall be deemed to refer to Assignee. Section 10. W. The License Agreement shall remain in full force and effect in accordance with its terms and provisions except as amended by this Assignment. The Parties hereby confirm and ratify each of the provisions of the License Agreement as amended herein. This Assignment shall be binding on the Parties hereto and their respective successors and assigns. This Assignment may be executed in one or more counterparts, each of which shall be valid and binding on the party executing them and all counterparts shall together constitute one and the same document for all purposes. This Assignment may be executed and delivered by facsimile signature for execution on the part of one or more parties hereto. Section W. Paragraph headings used herein are for convenience of reference only and shall not affect the construction of any provision of this Assignment. Section 12. Power and Authgn'g. Assignor represents and warrants to Assignee and Licensor that it is ?tlly empowered and authorized to execute and deliver this Assignment. Assignee represents and warrants to Assignor and Licensor that it is fully empowered and authorized to execute and deliver this Assignment. Licensor represents and warrants to Assignor and Assignee that it is fully empowered and authorized to execute and deliver this Assignment. Section 13. @vcm'ng ng. This Assignment shall be deemed to be an agreement made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with such laws. TURES 0N FOLLOWING IN WITNESS WHEREOF, the parties have executed this Assignment on the dates and at the places set forth below effective as of the date first set forth above. WDC 37142999? 999911 889657 ASSIGNOR: oger Kkafif esident LICENSOR: TRUMP MARKS PANAMA LLC. a Delaware limited liability company, as to Section 8 only By: Donald J. Trump, President St?d 7.86 0:88 SSA. ZTZI smsa man-"hr IN WITNESS WHEREOF, the parties have executed this Assignment on the dates and at the places set forth below e?ective as of the date ?ts: set forth above. ASSIGNOR: GROUP DEVELOPERS INC. a Panamanian corporation BY- Name: Title: ASSIGNEE: NEWLAND INTERNATIONAL PROPERTIES CORR, a Panamanian corporation Name: Title: LICENSOR: ("Jan I-"lnf? 1 4 km? WW Alamo?: by ban-I v. DOC SCHEDULE ESPACIOS URBANOS.8A Typo;me 3:33:13 ammoosmcm ?xmriuonuccbdu 5% mm WM Typonuudponon WMMSA Typo: oatmeal? mummy-m MWM.SA OCEAN POINT DEVELOPNENT CORP. Type: 0mm mammal MUMMWBA mum; WM - mam minnoqu MAW ~0nuunm NEVVLAND INTERNATIONAL PROPERTIES CORP. Typo: WWBA) 0mm: mum WW ?th mum -thocl$oadly gslgum AND ASSUMPTION OF LICENSE THIS ASSIGNMENT AND ASSUMPTION OF LICENSE AGREEMENT (this ?Assignment?) is made as of the 5th day of June, 2007 between DONALD J. TRUMP, with a principal place of business at 725 Filth Avenue, 26'? Floor, New York, New York 10022 (?Assignor?) and TRUMP MARKS PANAMA LLC, a Delaware limited liability company, with a principal place of business at 725 Fi?h Avenue, 26?? Floor, New York, New York 10022 ("Assignee") (Assignor and Assignee, together the ?Parties?). Unless otherwise noted, all de?ned terms used herein shall have the same meaning as in the Agreement (as herein de?ned). REELIALS: WHEREAS, Assignor is the lieensor under a certain License Agreement dated March 16, 2006 (as amended, modi?ed and/or assigned, the "Agreement"), between Assignor, as licensor, and GROUP DEVELOPERS INC., a Panamanian corporation, as licensee Group") (a copy of which is attached as ?ghibjLA hereto), pursuant to which Assignor has, among other things, gamed Group certain rights to use the Trump Mark for the purpose of identifying, marketing and promoting certain real property and improvements thereon located in Panama City, Panama as more particularly described in the Agreement and the exhibits thereto; and WHEREAS, pursuant to a certain Assignment and Assumption Agreement made as of June 5, 2007, Group assigned all of its right, title and interest in and to the Agreement and in and to the use and license of the Trump Mark as contemplated under the Agreement, to Newland lntemational Properties Corp., a corporation organized and existing under the laws of the Republic of Panama (?Licensee?); and WHEREAS, Assignor desires to assign to Assignee all of Assignor?s right, title and interest in and to the Agreement; and WHEREAS, Assignee has agreed to become bound by the terms of the Agreement as set forth in this Assignment. NOW, THEREFORE, in consideration for Ten ($10.00) Dollars and other good and valuable consideration, the receipt, adequacy and suf?ciency of which are hereby acknowledged, the Parties agree, as follows: I. Assignment by Assignor= Assignor hereby transfers, sets over and assigns to Assignee, its heirs, successors and assigns, all of Assignor?s right, title and interest in and to the Agreement and in and to the use of the Trump Marks as contemplated under the Agreement. 2. WM Assignee hereby assumes Assignor?s right, title and interest in and to the Agreement and in and to the Trump Marks as contemplated under the Agreement and Assignee agrees to be bound by and perform all of Assignor?s covenants, conditions, provisions, duties and obligations under the Agreement. (4915 3. lndemnificatign. Assignee hereby agrees to defend, indemnify and hold Assignor harmless from and against any and all actions, causes of action, suits, debts, dues, fees (including, without limitation, attorneys? fees), costs (including, without limitation, court costs), expenses, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, claims, losses, liabilities and demands, whatsoever, either in law or in equity, whether known or unknown, arising, at any time, from or relating to the Agreement. 4. Con?ict. To the extent the terms of this Assignment shall con?ict with the terms of the Agreement, the terms of this Assignment shall apply. 5. and mm. This Assignment is binding upon and shall inure to the bene?t of the Parties and their respective heirs, representatives, successors and assigns. [Signatures appear on the following page] Qg'd 7.86 8222 SSA. ZTZT wee GNR: UP DEVELOPERS INC. NM Khn?f Title: NE INTERNATIONAL PROPERTIES com. .Num? Title: residcnt By nan-v nova has 7171 dunHl IN WITNESS WHEREOF, the Parties have executed this Assignment on the date set forth above effective as of the date ?rst set forth above. ASSIGNOR: DONALD J. TRUMP ASSIGNEE: TRUMP MARKS PANAMA LLC Donald J. Trump, President The foregoing is hereby acknowledged and agreed to by the below named parties and Assignor is hereby released from any and all liability under the Agreement: UP DEVELOPERS INC. Nani?; er Kha?f Title: Pres eat NE INTERNATIONAL PROPERTIES CORP. Name\. oger ?f Title: resident LWWpI?dbc?u mm LICENSE (FOLLOWS THIS COVER PAGE) k) FIRST AMENDMENT TO LICENSE AGREEMENT THIS FIRST AMENDMENT TO LICENSE AGREEMENT (?Amendment?) is made effective as of the 19'" of June, 2007 (?Effective Date?), by and between TRUMP MARKS PANAMA LLC, a Delaware limited liability company (?Licensor?), whose principal place of business is 725 Fifth Avenue, New York, New York 10022, and NEWLAND INTERNATIONAL PROPERTIES, CORR, a corporation organized and existing under the laws of the Republic of Panama (?Licensee?), whose principal place of business is located within the Republic of Panama Licensor and Licensee may hereinafter be referred to as the ?Parties? and individually as the ?Party?. All terms in initial capitals not de?ned herein shall have the meanings set forth in the License Agreement (as such term is de?ned below). RECITALS: WHEREAS, Donald J. Trump (?Trump?), as licensor, and Group Developers Inc. Group?), as licensee, entered into that certain License Agreement dated as of March 16, 2006 (?License Agreement?), pursuant to which the licensor under the License Agreement granted the licensee under the License Agreement certain rights to use the Trump Mark in accordance with the terms thereof; and WHEREAS, pursuant to a certain Assignment and Assumption Agreement made as of June 5, 2007, Trump assignai all of his right, title and interest in and to the License Agreement to Licensor, and WHEREAS, pursuant to a certain Assignment and Assumption Agreement made as of June 5, 2007, Group assigned all of its right, title and interest in and to the License Agreement to Licensee; and WHEREAS, Licensor and Licensee now desire to amend the License Agreement pursuant to the terms contained in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment and other valuable consideration, the receipt and suf?ciency of which is hereby acknowledged. the Parties do hereby agree, as follows: Section 1. Incomgratign of Recitals. The foregoing recitals are hereby incorporated in this Amendment and made a part hereof by this reference. Section 2. License Aggment, Section Section 3(1) of the License Agreement is hereby amended to add the following sentence at the end thereof: ?Licensee funher acknowledges and agrees that, the Building shall have separate front desks, mail areas. lobbies, entrances and elevator banks for those portions of the Building containing the hotel condominium units and those portions of the Building containing the residential condominium units." WDC 371428399?1 7/12/2007 Section 3. gm Ament, Section The fourth sentence of Section 3(h) of the License Agreement is hereby deleted in its entirety and replaced with the following: ?In the event the Parties are unable to agree upon a mutually acceptable Hotel Management Agreement by September 16, 2007 after diligent effort by both parties to negotiate such agreement, Licensee shall have the right to enter into a hotel management agreement with one of the Competitive Third Party Managers or another high-end hotel manager operating in Panama to the Management Standard, subject to the other terms, conditions and covenants of this Agreement? Section 4. License Agreement, Sectigg 3m. The License Agreement is hereby amended to add the following Section . Licensee agrees, to the extent permitted by the laws of the Republic of Panama, to include in the condominium documents for the Building or such other documents as may be used to impose limitations upon the Building, certain covenants, the terms of which shall be subject to Licensor?s prior approval, providing that no unit in the Building, including, without limitation, any residential or hotel unit, shall be made subject to any type of timesharing, fraction sharing, exchange program, travel and/or vacation club, or other similar program whereby the right to exclusive use of the unit rotates among other owners or members of the program on a fixed or ?oating time schedule over a period of time, without the consent of the condominium owners and Licensor, in its sole and absolute discretion.? Section 5. License Agreement, Section 311'). The License Agreement is hereby amended to add the following Section 30): . Licensee covenants, represents and warrants to Licensor and its af?liates that, during the term of this Agreement and the term of the Hotel Management Agreement. Licensee shall use its best efforts to ensure that all offerings and sales materials, advertisements, and promotional and publicity materials (?Materials?), including, without limitation Materials relating to the Building, the units and the rental program, through any medium of communication, shall at all times be in compliance with all applicable laws, rules and regulations (including, without limitation, federal, state and local securities, brokerage, condominium and land sales laws, rules and regulations of the United States of America and the Republic of Panama governing the offering, sale, marketing, advertising, registration, creation or promotion of the Building the condominium units and the rental program) and that the Property and all portions thereof, including, without limitation, the Building and the hotel, shall at all times be operated and maintained in compliance therewith. In addition, Licensee and its af?liates agree not to engage in, operate, manage, supervise or maintain an organized rental pool with respect to the hotel WDC 371428399v21 2 condominium units in the Building without Licensor?s prior written consent. Licensor and Licensee agree that neither any provision of this Agreement nor Licensor?s review or approval of any agreements (including without limitation, all amendments and modi?cations thereto) related to or concerning the ownership, operation, rental, maintenance or marketing of the Building and/or the units therein, or any other matter related to the condominium, including, without limitation, any tmit maintenance agreement and any agreement or agreements relating to, in whole or in part, the rental program whereby tmit owners make available hotel units to guests on a transient basis (collectively, the ?Collateral Agreements"), or Materials pursuant to this Agreement shall be deemed to constitute a representation, warranty or opinion by Licensor as to the legality of any such Collateral Agreements or Materials, Licensee hereby acknowledging and agreeing that compliance with all applicable legal requirements is and shall remain the sole responsibility of Licensee.? . Section 6. The License Agreement is hereby amended to add the following Section Licensee has advised Licensor that Licensee intends to sell portions of the Commercial Space to third parties. To the extent Licensee sells any portion of the Commercial Space to a third party, Licensee agrees that, prior to the execution of the sale deed with respect to such Commercial Space, Licensee shall be required to record against the Property certain covenants, conditions and restrictions reasonably acceptable to Licensor and in compliance with all applicable legal requirements relating to the use and occupancy of the Commercial Space and that any third party purchasers of any portion of the Commercial Space shall be obligated to take ownership thereof subject to such provisions." . Section 7. License Aggement, ?ectigg Section 4(d) of the License Agreement is hereby amended to add the following sentence at the end thereof: ?All unsold hotel condominium units in the Building shall participate in the rental program until sold. Licensee shall be prohibited from renting or licensing the use of any unsold residential condominium units in the Building without Licensor?s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, it being expressly understood that it shall not be unreasonable for Licensor to withhold, condition and/or delay its consent in the event Licensor and/or its affiliates shall determine, in their sole discretion, that the rental of such unsold residential condominium units would either compete with the rental of units in the hotel condominium or have an adverse effect or impact on the operation, stature or reputation of the Building or any portion thereof, including, without limitation, the residential condominium or hotel condominium portions of the Building. Licensee shall cooperate with WDC 371428399v21 7/12/2007 3 Licensor to develop appropriate agreements with residential condominium unit owners, the terms of which shall be subject to Licensor?s approval, intended to prevent the use of residential condominium units as units available for transient occupancy in competition with the hotel condominium units or contrary to the residential nature of the residential condominium units." Section 8. Lignse Amen; Secg'og The second sentence of Section 4(e) of the License Agreement is hereby amended to insert the following after the word ?Building?: ?and in connection with project related meetings prior to, during and a?er construction of the Building provided such expenses are not otherwise reimbursed to Licensor or any of its affiliates under the Hotel Management Agreement?. Section 9. Licemg AggmentI Section gngii). Section 6(a)(vii) of the License Agreement is hereby deleted in its entirety and replaced with the following: ?Commencing Construction of the Building shall fail to commence by September 16, 2007, unless such delay shall result from any strikes, lockouts or labor disputes, inability to obtain labor or materials or reasonable substitute thereof, acts of God, governmental restrictions, regulations or controls, enemy or hostile government action, civil commotion, riot or insurrection, fire or other casualty or other events similar to the foregoing beyond the reasonable control of Licensee (collectively, ?Unavoidable Delays"), in which event such deadline shall be deemed extended one (I) day for each day of Unavoidable Delays which is contemporaneously documented by Licensee in writing to Licensor; or? Section 10. License Amment, Section gjaxx). Section of the License Agreement is hereby deleted in its entirety and replaced with the following: ?if Licensee shall fail to obtain interim construction ?nancing (in the form of a bridge loan or otherwise) of at least $15,000,000 (which interim construction ?nancing shall be fully closed and available for funding) by August 31, 2007; and (ii) construction ?nancing for the construction of the Building (which construction financing shall be fully closed and available for funding and be in an amount su?icient to construct the Building) by December 31, 2007; or? Section 11. License Agreement, Sectign Section 6(a)(xi) of the License Agreement is hereby deleted in its entirety and replaced with the following: ?If Licensee shall fail to obtain all construction approvals (including without limitation, approved building plans necessary to permit Commencing Construction of the Building) by February 15, 2008; or? WDC 371428399v21 7/12/2007 4 Hm Section 12. License Agreement, Sectign Section 6(a) of the License Agreement is hereby amended to add the following subsection: if Licensee or any Principal shall be convicted of a felony in a non- appealable decision of a state or federal court (or equivalent thereof) in the United States, Republic of Panama or the Republic of Colombia, plead nolo contendere, or otherwise become an object of scorn or ridicule, which materially affects (or is reasonably anticipated to materially affect) the value and marketability of the Building and the goodwill associated therewith.? Section 13. Um Aggmegt, ?e_cg?on 12m). Section 12(b) of the License Agreement is hereby amended to add the following subsections: Other than up to $3,500,000.00, which Licensee hereby represents was withdrawn from the HSBC Escrow Account (as herein de?ned) to pay the cost of certain pile work, earth movement work, architectural fees, advertising costs and legal expenses relating to the design, development, construction, sale and marketing of the Property; (ii) in accordance with applicable Panamanian laws, pursuant to the terms of the contract of sale governing the sale of condominium units, and (iv) with the consent of those lenders providing Licensee with ?nancing for the construction of the Building, all amounts received (in the form of deposits, down payments or otherwise) through and including the Effective Date toward the purchase of condominium units in the Building ("Deposits") have been deposited in HSBC Escrow Account No. 048-]60097-092 Escrow Account") and have not been withdrawn therefrom. Herea?er, all Deposits shall be deposited in the HSBC Escrow Account and may only be withdrawn therefrom to pay actual third party costs and expenses in connection with the construction of the Building, in each case in accordance with all applicable Panamanian laws, the terms of the contract of sale governing the sale of condominium units, and the Loan Agreement with Bear Steams Commercial Mortgage, Inc. for up to US. 315.000.000.00 of bridge loan ?nancing, all of the documents evidencing, securing and/or providing for the disbursement of the anticipated securities based ?nancing from Bear Stearns Co. Inc. and all of the documents evidencing, securing and/or providing any other ?nancing for the construction of the Building (either through Bear Steams Co. Inc. and its af?liates or any other lenders)" Licensee is and shall at all times remain ?controlled? (as such term is de?ned in Section l0(d) of this Agreement) by the Principals (excluding Louis Pargiolas)." Licensee commenced pile work of the Building prior to May 7, 2007 such that all rescission rights with respect to such obligation are no longer applicable." WDC 37l428399v21 7/12/2007 5 Exhibit is a full and complete list and description of each and every type of unit or space that has been offered for sale or lease in the Building. Though Licensee acknowledges that some of the residential condominium units were marketed and sold in certain parts of the world (outside the United States) as ?baylo?s?, Licensee represents and warrants that the term ?baylo?s? was used in those instances solely to enhance sales of such units and that the units marketed and sold as ?baylo?s? are in all respects identical to the residential condominium units referred to under this Agreement.? Section 14. Lignse Ament Section Sections l3(a) and of the License Agreement are hereby deleted in their entirety and replaced with the following: Licensee: Newland International Properties Corp. c/o Newland International Properties Plaza 53 Building, 53 Street, Obarrio, Ground Floor Panama City, Republic of Panama Attention: Mr. Roger Kha?f Facsimile No.2 (507) 223-0225 B?Mail: With a copy to: Nelson F. Migdal, Esq. Greenberg Traurig LLP 800 Connecticut Avenue, NW Suite 500 Washington, DC 20006 Facsimile No.: (202) 261-4757 E-Mail: migdaln@gtlaw.com Licensor: Trump Marks Panama LLC c/o The Trump Organization LLC 725 Fifth Avenue New York, New York 10022 Attention: Donald J. Trump Fax: (212) 755-3230 With COpies to: Trump Marks Panama LLC c/o The Trump Organization LLC 725 Fifth Avenue New York, New York 10022 WDC 371428399?1 7/12/2007 6 HDDO Attention: Jason D. Gmeanatt, Esq. Fax: (212) 980-3821 and Trump Marks Panama LLC do The Trump Organization LLC 725 Fifth Avenue New York, New York 10022 Attention: Donald J. Trump, Jr. Fax: (212) 688-8135 and Trump Marks Panama LLC do The Trump Organization LLC . 725 Fi?h Avenue New York, New York 10022 Attention: lvanka Trump Fax: (212)688-8135 and Trump Marks Panama LLC c/o The Trump Organization LLC 725 Fi?h Avenue New York, New York 10022 Attention: Eric Trump Fax: (212)688-8135 Section 15. Liceng Agreement, Section 16. Section 16 of the License Agreement is hereby amended to add the following at the end thereof: . ?Without limiting the foregoing, without increasing the aggregate payment due under this Section 16 above one percent of the total amount of ?nancing and without waiving any commissions, fees or other sums that Trump Mortgage, LLC may be entitled to receive, Licensee hereby acknowledges that Licensor is responsible for Licensee securing ?nancing from Bear Steams Co. (and its af?liates) for the construction of the Building and Licensee shall pay Licensor one percent of the total amount of all such ?nancing received from Bear Steams Co. (and/or its af?liates), regardless of the form in which such ?nancings may be structured, on the closings of such ?nancings and out of the proceeds of such ?nancing.? Section 16. License Agreement, Exhibit D. Exhibit to the License Agreement is hereby deleted and replaced by Exhibit attached hereto. WDC 371428399?1 7 Section 17. License Amiga, Schedule 1. Schedule 1 of the License Agreement is hereby amended to: Delete the de?nition of ?Other Unit Gross Sales" and replace it with the following: ?For purposes of this Agreement, ?Other Unit Gross Sales? shall mean the total selling price of each nomresidential or non-hotel unit in the Building, including, without limitation, o?ice units, retail units, and boat slips (each, an ?Other Unit?), without deduction therefrom whatsoever.? (ii) ?In addition to the foregoing, Licensee shall pay to Licensor, as an additional License Fee, an amount equal to seventeen and one half percent of all revenue received by Licensee or the Principals or any af?liate of Licensee or the Principals, derived directly or indirectly, from the ownership or occupancy of any hotel condominium unit (?Room Revenue?). Without limiting the foregoing, Room Revenue is meant to include, for example, without limitation, all fees and charges arising from the rental of all hotel condominium units in the Building through participation in the rental program, (ii) occupancy fees, including housekeeping fees and other fees in connection with such occupancy, charged to hotel condominium unit owners or third parties who occupy hotel condominium units outside of the rental program, the mini-bar in each hotel condominium unit, (iv) intemet service in the hotel, telephone service in the hotel, (vi) television service in the hotel, (vii) the sale of products which are placed in the hotel condominium units and are offered for sale to occupants of the hotel condominium units, including, but not limited to bathrobes, towels, linens, stationary, spa products and other items customarily placed in hotel rooms for sale to guests and convenience and facilities fees in connection with the ownership of the hotel condominium units. Room Revenue shall exclude all other fees and charges relating to the residential condominium units, the retail space, the Commercial Space and other Building amenities.? Insert the following: Section 18. License Agreement. Schedule 2. Schedule 2 of the License Agreement is hereby amended to delete the section entitled ?Revenue Share" (it being understood that the insert in clause (ii) of Section 17 of this Amendment is intended to address the point covered in such section being deleted). Section 19. Migilaneous. The License Agreement shall remain in full force and effect in accordance with its terms and provisions except as amended by this Amendment. Licensor and Licensee hereby con?rm and ratify each of the provisions of the License Agreement as amended herein. This Amendment shall be binding on the Parties hereto and their respective successors and assigns. This Amendment may be executed in one or more counterparts, each of which shall be valid and binding on the party executing them and all counterparts shall together constitute one and WDC 371428399v21 7/12/2007 the same document for all purposes. This Amendment may be executed and delivered by facsimile signature for execution on the part of one or more parties hereto. Section 20. Headings. Paragraph headings used herein are for convenience of reference only and shall not affect the construction of any provision of this Amendment. Section Bower and Authority. Licensor represents and warrants to Licensee that it is fully empowered and authorized to execute and deliver this Amendment. Licensee represents and warrants to Licensor that it is fully empowered and authorized to execute and deliver this Amendment. Section 22. Governing Law. This Amendment shall be deemed to be an agreement made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with such laws. FURTHER TEXT ON nus WDC 371428399v21 7/120007 9 WDC 371428399v15 7/50007 LICENSEE: 7.86 0282 SSA. 8181 85:68 IN WITNESS WHEREOF, the parties have executed this Amendment on the dams and at the places set forth below effective as of the date ?rst set fonh above. LICENSOR: LICENSEE: NEWLAND WTERNATIONAL PROPERTIES CORR, a Panamanian corporation By: Name: Title: 020 0629 99A 87:1! 1002-11-10? EXHIBITD Residential condominium units Approximately 6l6 Hotel condominium units Approximately 369 Parking spaces Approximately 1,400 spaces, or so other amount as may be required by applicable law. Retail space Approximately 5.000 square meters or 53,820 square feet. Of?ce space and space other than retail space Approximately 3,800 square meters or 40,903 square feet. Casino Approximately 2,700 square meters or 29,063 square feet. Ball Room Approximately 800 square meters or 8.61 1 square feet. Spa Approximately 800 square meters or 8,61 square feet. Approximately 400 square meters or 4,306 square feet. woe 371428399v18 7mmr WDC 371428399V21 7/12/2007 H.333 3 COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT THIS COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT (this ?Assignment?) is made as of the 13th day of July, 2007, by NEWLAND INTERNATIONAL PROPERTIES, CORP., a Panamanian corporation, having its principal place of business at c/o Newland International Properties, PO. Box 0833-00321, Panama, Republic of Panama (?Borrower?), to BEAR STEARNS COMMERCIAL MORTGAGE, a New York corporation, having an address at 383 Madison Avenue, New York, New York 10179 (?Lender?), and is consented and agreed to by Marks Panama LLC, a Delaware limited liability company, having its principal place of business at 725 Fi?h Avenue, New York, New York 10022 (?Licensor?). RECITALS: A. Borrower by its Promissory Note of even date herewith given to Lender (as the same may hereafter be amended, restated, replaced, supplemented, renewed, extended or otherwise modi?ed from time to time, the ?Note?) is indebted to Lender in the principal sum of Fifteen Million and No/100 Dollars (the ?Loan?) advanced pursuant to that certain Bridge Loan Agreement of even date herewith between Borrower and Lender (as the same may hereafter be amended, restated, replaced, supplemented, renewed, extended or otherwise modi?ed from time to time, the ?Loan Agreement?). B. The Loan is seemed by, among other things, Mortgage and Security Agreement (as the same may herea?er be amended, restated, replaced, supplemented, renewed, extended or otherwise modi?ed from time to time, the ?Mortgage? dated as of the date hereof. The Note, the Loan Agreement, the Mortgage, this Assignment and any of the other documents evidencing or securing the Loan or executed or delivered in connection therewith are collectively referred to as the ?Loan Documents.? C. Pursuant to that certain License Agreement, dated March 16, 2006 entered into between Group Developers Inc. and Donald J. Trump and therea?er assigned to Licensor by Donald J. Trump pursuant to that certain Assignment and Assumption of License Agreement, dated as of June 5, 2007, (ii) assigned to Borrower by Group Developers lnc. pursuant to that certain Assignment and Assumption of License Agreement, dated as of June 5, 2007, and modified pursuant to that certain First Amendment to License Agreement, dated as of June 19, 2007, between Licensor and Borrower (collectively, the ?License Agreement") (a true and correct copy of which License Agreement is attached hereto as Exhibit A), Borrower entered into the License Agreement with Licensor to license the trademark provided for in the License Agreement, pursuant to the terms contained therein, and Licensor is entitled to certain license fees (the ?License Fees") thereunder pursuant to the terms contained therein. D. Lender requires as a condition to the making of the Loan that Borrower collaterally assign the License Agreement as set forth below. 861142210 AGREEMENT For good and valuable consideration the parties hereto agree as follows: 1. Assigment of License As additional collateral security for the Loan, Borrower hereby conditionally transfers, sets over and assigns to Lender all of Borrower?s right, title and interest in and to the License Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lender?s option, upon an Event of Default by Borrower under the Loan Agreement or any of the other Loan Documents. Licensee and Lender acknowledge that the terms of this Assignment are subject to the terms and conditions of the License Agreement, including, without limitation, Exhibit to the License Agreement. 2. Termination. At such time as the Loan is paid in full and the Mortgage is released or assigned of record, all of Lender?s right, title and interest hereunder with respect to the License Agreement shall terminate. 3. Licensor and Borrower hereby certify, represent and warrant that the License Agreement is in full force and e??ect and, except as described herein, has not been modi?ed, amended or assigned other than pursuant to this Assignment, to Licensor's knowledge, neither Licensor nor Borrower is in default under any of the terms, covenants or provisions of the License Agreement and Licensor and Borrower know of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the License Agreement, neither Licensor nor Bon'ower has commenced any action or given or received any notice for the purpose of terminating the License Agreement and the License Fees and all other sums due and payable to the Licensor under the License Agreement as of the date hereof have been paid in full, with the exception of a one percent ?nancing fee and reimbursement of travel expenses payable to Licensor under the term of the License Agreement, it being understood that the License Fees due under the License Agreement shall be payable to Licensor in accordance with Schedule 1 thereof. 4. Meement by Borrower and Licensor. Borrower and Licensor hereby agree that upon the occurrence of an Event of Default under the Loan Documents during the term of this Assignment, Licensor shall. at the request of Lender. continue to perform all of Licensor?s obligations under the terms of the License Agreement provided that all of Borrower?s duties and obligations under the License Agreement have been fully performed and continue to be fully performed and (ii) Licensor continues to receive payments when due of all License Fees, charges and expenses due under the License Agreement 6. ?ees and Lien Riga: Lender acknowledges and agrees that it consents to all of the payments to be made to Licensor pursuant to and in accordance with all of the terms of the License Agreement, including without limitation, pursuant to Section 4 and Schedule I of the License Agreement (collectively, the ?Fee Schedule?) and that if any closings of a condominium unit (as described in the License Agreement, including, without limitation, in the Fee Schedule) shall occur during the term of the Loan or if Lender shall becomes the owner of the Property through foreclosure, deed-in-lieu of foreclosure or otherwise, Lender shall cause usaam 8611422 10 -2- my all such payments, including, without limitation, pursuant to the Fee Schedule. to be made to Licensor. S. Consent and Ageemegt by Liceggr. Licensor hereby acknowledges and consents to this Assignment and the terms hereof. Lender, Borrower, and Licensor agree that they will act in conformity with the provisions of this Assignment. Licensor and Borrower agree that they will act in conformity with the provisions of the License Agreement. In the event of a default under the terms of the License Agreement or any other event granting Licensor the right to terminate or suspend performance thereunder, Licensor will deliver written notice to Lender simultaneously with delivery of notice (whether written or oral) thereof to Licensee. For a period of ninety (90) days after receipt of such notice, Lender shall have the right, but not the obligation, to cure such default or cause such default to be cured. During said ninety (90) day cure period, Licensor shall continue to perform its obligations in accordance with the terms of the License Agreement, and shall not exercise any right to terminate such agreement or its obligations thereunder. 6. Further Asgurances. Licensor further agrees to execute such af?davits and certi?cates as Lender shall reasonably require to further evidence the agreements herein contained, on request from Lender, furnish Lender with copies of such information as Borrower is entitled to receive under the License Agreement. Borrower and Lender further agree that Licensor shall have the right to record, at any time, a memorandum, in a form acceptable to Licensor, which will be signed by Borrower, con?rming the obligations of the hotel front desk unit owner and memorializing, among other things, Licensor's right to receive certain fees as more particularly set forth in Schedule 2 of the License Agreement. 7. Governing Lag. THIS ASSIGNMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND LICENSOR AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECT S, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS ASSIGNMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE PROPERTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, WITHOUT LIMITING THE FOREGOING THE PARTIES FURTHER AGREE THAT THE APPLICATION OF THE LAWS OF THE STATE OF NEW YORK TO THIS ASSIGNMENT AND THE RIGHTS AND DUTIES ARISING THEREUNDER, IS APPROPRIATE PURSUANT TO SECTION 5-140] OF THE NEW YORK GENERAL OBLIGATION LAW. TO THE FULLEST EXTENT USActive 3511422 to -3- PERMITTED BY LAW, BORROWER AND LICENSOR HERETO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS ASSIGNMENT. ANY LEGAL SUIT, OR PROCEEDING AGAINST LENDER, LICENSOR OR BORROWER ARISING OUT OF OR RELATING TO THIS ASSIGNMENT MAY AT AND OPTIONS BE INSTITUTED IN OR TRANSFERRED TO ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER AND LICENSOR AND LENDER WAIVE ANY OBJECT IONS WHICH THEY MAY NOW OR HEREAFT ER HAVE TO LITIGATING IN SUCH FORUM BASED ON VENUE, LACK OF PERSONAL JURISDICTION BASED ON THE DOCTRINE OF FORUM NON CONVENIENS, AND BORROWER AND LICENSOR AND LENDER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY AND ALL SUCH COURTS IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT National Registered Agents, Inc. 875 Avenue of the Amen'cas Suite 501 New York. New York 1000] AND LICENSOR DOES HEREBY DESIGNATE AND APPOINT: The Trump Organization 725 Pm Avenue, 26?h Floor New York, New York 10022 AS THEIR AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON THEIR BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREE THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER OR LICENSOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER OR LICENSOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER AND LICENSOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND SHALL DESIGNATE SUCH A SUBSTITUTE IF AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. USActtve 8611422 10 .4- 8. Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given in writing, may be sent by and signed by counsel for the party delivering same, and shall be effective for all purposes if hand delivered or sent by certi?ed or registered United States mail, postage prepaid, return receipt requested or expedited prepaid delivery service for next Business Day delivery, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this My): If to Licensor: Trump Marks Panama LLC c/o Trump Organization LLC 725 Fi?h Avenue New York, New York 10022 Attention: Donald J. Trump Fax: (212)755-3230 With a copy to: Trump Marks Panama LLC Ifto Lender: 861142210 c/o Trump Organization LLC 725 i?h Avenue New York, New York 10022 Attention: Jason D. Greenblatt, Esq. Fax: (212) 980-3821 and Marks Panama LLC c/o Trump Organization LLC 725 Fi?h Avenue New York, New York 10022 Attention: Donald J. Trump, Jr. Fax: (212)688-8135 and Trump Marks Panama LLC c/o Trump Organization LLC 725 Fi?h Avenue New York, New York 10022 Attention: Ivanka Trump Fax: (212)688-8135 Bear Steams Commercial Mortgage, Inc. 383 Madison Avenue New York, New York 10179 Attention: J. Christopher l-loe??el Facsimile No.: (212) 272-7047 with a copy to: Cadwalader, Wickersham Tait LLP One World Financial Center New York, New York 10281 Attention: William P. Mclnerney, Esq. Facsimile No.: (212) 504-6666 If to Borrower: Newland International Properties, Corp. c/o Newland International Properties Mr. Roger Kha?f PO. Box 0833-00321 Panama, Republic of Panama With a copy to: [For Courier - telephone number must be included] Newland International Properties, Corp. Plaza 53 Building 53 Street, Obarn'o Ground Floor Panama City, Republic of Panama Tel.: 507-223-0200 With a copy to: Greenberg Traurig, LLP 800 Connecticut Avenue, N.W., Suite 500 Washington, DC. 20006 Attention: Nelson Migdal, Esq. Facsimile No.: (202) 261-4757 A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certi?ed mail, when delivered or the ?rst attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the ?rst attempted delivery on a Business Day; or in the case of telecopy, upon sender's receipt of a machine-generated con?rmation of successful transmission a?er advice by telephone to recipient that a telecopy notice is forthcoming. 9. E0 Qra! Change. This Assignment, and any provisions hereof, may not be modi?ed, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower, Lender or Licensor, but only by an agreement in writing signed by all of the parties. 10. Liability. This Assignment shall be binding upon and inure to the bene?t of Borrower, Licensor and Lender and their respective successors and assigns forever. 11. anpucable Prom' 199;. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. USActtve 881142210 -6- 12. etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as de?ning or limiting. in any way, the scope or intent of the provisions hereof. 13. W. This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Assignment may be executed in several cormterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Assignment. The failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. 14. Number and 952g?. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 15. Miscellaneous. Wherever pursuant to this Assignment Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be ?nal and conclusive, except as may be otherwise expressly and speci?cally providul herein. As between Bomower and Lender only, wherever pmsuant to this Assignment it is provided that Borrower shall pay any costs and expenses, such costs and expenses shall include, but not be limited to, reasonable legal fees and disbursements of Lender, whether retained ?rms, the reimbursement for the expenses of in-house staff or otherwise. if more than one Person has executed this Agreement as ?Borrower? or as "Licensor," the obligations of all such Persons hereunder shall be joint and several. 16. De?ned Tam. Any capitalized terms not otherwise de?ned herein shall be de?ned as set forth in the Loan Agreement. 17. Egculpatigg. As between Borrower and Lender only, the provisions of Section 9.1 of the Loan Agreement are hereby incorporated by reference into this Assignment to the same extent and with the same force as if fully set forth herein, but shall have no force or effect on or against Licensor.. FURTHER TEXT ON THIS aaruzzro -7- 286 BEKE SSA ZIZI 99:60 IN WITNESS WHEREOF. the undexsigned have executed this Assignment as ofthc date. and year ?rst Mitten above. BORROWER: NEWLAND INTERNATIONAL PROPERTIES, a Panamanian corporation By: Name: Title: LENDER: BEAR COMIVIERCIAL MORTGAGE, INC, a New York corporation By: Name: Title: LICENSOR: 0628 99A 212! 9931? LOOK-II-WOP IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date and year ?rst written above. BORROWER: NEWL INTERNATIONAL PROP RTIES, CORR, a anian corporation By: Name: okerKh if Title: 'rector/P 'dent l' LENDER: BEAR STEARNS COMMERCIAL MORTGAGE. INC., 8 New York corporation 7 Name: Title: Mlchae! A. Forastiere Managing Director