raw 1372 mumuu I?m-uk- mMIwmuuWAm In?: - Hum?; {11m nu ?m a- - 1- I rs2'2 .145 Imzm?. nav?wu?y :1 4 Va THIS AGREEMENT ("Agreoment?? is made as of the LL day of October, 2004-, beichn DONALD J. THUMY, worldwide l'enomwd buiIdcr and developer of rent emu: who enjoys the highest reputation in these ?elds among album (?Lieunsm?), who hi): a principal place of business at 725 Fifth Avemte, New York, New York 10022, and SHWDAGIROBEL, LLC, a Florida limitsd Habih'ty company (?Licensee?) whom principa! place of busineu is 102 West Whiting Street, 'l'umpa, Florida 33602. The Liocmmr and Licensee may hominn?ur bo referred in as the ?Parties? and individxmliy at: the ?Party?. WHEREAS, License: is the: solo and uxclusivc omer of (Who United Statos "Imitmwk mgistmtions, among cat-hora, idwti?cd in 353mm; annexed 11mm and made a part hereof. and (ii) ce?ain other tighhrin tlac mum, un?cumxk, service mark, designation and idnnti?calion ?Tramp?. WHEREAS, 9112:: the; dais hewof Liccnnor wil} {11? a United Suites Trademark application ?'or ?Tnunp Toww Tampa" (such trademark application, the "New Tramp Mark?) covering, real mm Serviuss; namely, nailing. {casing and managing cmnmerolal, and retail Prope?Y- WHEREAS, licensee intends to deveiop a ?rst ciass, luxury residential ccmduminium building of ?90 nails and at height of apgmximntev 5.98 feet above sea loVoi or 58 stories (tho ?Banding?? to be located at 103 Ashicy Street, Tampa, Florida on main land (?Land?) owned or to be acquired by Licensw, which {and is more particuindy describui on wax; annaxed hereto (the Im?, together with :12: Building, collectiwiy. the ?Tower? Property'), (ii) 5111ij the ToWer Property to [widmtiai condominium form of ownership which may contain certain retail and/or commercial oompomuta; mm, sol! audio: lease the midmtial and zemil and/or commercial condombaium units in the Building and (iv) design, deveiop, construct, Operate and maintain the Bum]ng amniing to file ??I?tump Standards? (as heroin de?ned) so as to maxkane the value of the 'l?uwex Pmpa??y for the bene?t of Licensee and Liconsnr. The Buiiding will he known, subject to the pmvisimm of this Agreumenl, as *"I?mmp Tower Tampa." WHEREAS, dosing to ?exclusively? (as herein de?ned) license ?as! use the registered and common Iaw va 'l'menp Mark in mimoctiun with marketing, selling and promoting the Building. in accordance with {he pmisions of this Aywmn. License: is granting Lioensm an exciusivo liacnse intonation and sight to use the registered and {aw New 'I?mmp Mark in awozdauco with and subject to the. terms, covenant-J and provisions of this Agreement. WKEIWAS, Licusm may ohm desire to develop and use a certain logo 01101503 in commotion with its L135 01' the Now Trump Mark in accordance with the provisions of Ibis Agreemmt. WHEREAS, adoption and/or use of any such iogo or logos is subject to (he Writiw approval of License: and attic: 191m: and conditions set forth below. A 39ng 1373 n4 lulbe?inbmw?vdwWuhzmm-Nu-M Mr! 03.60 . u- .- .1~unn .?41- - . n. - NOW, THEREFORE. for 0:10 Dnlinr and Omarm?olod and Vultm?lgs wnaidemiion, 1116? receipt and sufficiency of which is hereby acknowladgcd, Liwnsor and Licensce d0 hamby agree as {bilowm I. Tg?foxj; Quali?er ?gt?gtingg, Liccnsor hereby grants to Licensee, during the ?Vl?tirm" (as harsh dc?nad) of this an ?exaiusiw? (as lmrein dc?msd), non- assigmhm (except as proth in Section 10(1)) hareof), nonm?arnble ?ght, without the right to grant summarises, to use the Nuw Trump Mark solely for the purpose of marketing, and promoting lhe ?I'OWear Property at its ahownmulioned location, subject to salt the terms, covenants and proviaions of this Agrcumonl. Liwmc shall b?ex?tlguircd to; and hereby agrees to. use the New Mark as the sole identi?cation of the Building A Eng the Term. Licensee nclmowiedgcs and agrees ?11m, in 931mm of the MM Trump Mark by Licensee, wha?ier in signage, promo?ou, or otherwi?u, the phrase, Dunatd J. Trump Signagure Puma m1 folluw inmxedlntely manufa- and Him}! consist of a type 3120 11011655 than forty 640%) pameni of the type size mi?zad for the New Trump Mark for each such usax Liounwe aha}! ?st ham: the. right to use the New 'i?mmp Mark in advertising, pmmotionni and publicity materials for the promotion of the Building them owned by Licenses, including but not limited to the rcql?md ?88 uf the Domld J. Trump Signaiuro Property?, as ubuva-pmvidad {the ?Marketing Right?), subij to all the (cans. covenants and provisions of this Agcwmom. In connection wiih exercise of the MatkeIing Right, Liwnacr xeserv?cs the right 1.0 prohibit the making of repmcnimluns on behalf of Licensor (0: Donald 3. Trump, if nu longer Liconsor) or the we of mnwdal which, in :he of LiwnSOr {or Donald J. Trump If no longer Licemor), do not awuratcly re?ect facts About or Donald J. Mp. For the 0395 of this subsection ?nmhsive? shall mean that during 1110 Term, and provided licensee is ant to dattmt of this Agreement, a?er no?cc and the cxpimiioa ofany nppiiwhic grace or cure ptdud, Lioonsor snail nut negoilatu for, or deliver a license to, my individuni or entity for the use uf thu New Trump Mark in comlectim with the promo?an, 3am, marketing, development and operation of any olhcr maideniiul or commercial property witth llillabomugh County, Florida (the ?Territory"), Nothing contained herein shall prohibit or semis? Limo: ?nm or authorizing any other person or entity to utt?m the name 91030 or in umjum?on with any o?wr words, to identify any other residmtial or commemial pzopmy, or otherwise, wi?lin the ?i'orritory), and elsewhere, a: low; as such action shall not vioiate ?11: imnwdiateiy preceding sentence. LicensOr warrantr: that it has not gunned and will not gxant during the Turin a linens? to any iszdividm! or entity, other than Licemee, to use fha NGW Mark 311 any manner: in cunncaiipp with real csiatb related goods or serviced withhx the Tcm'tory. I?mvidcd ?cameo is not in default of this a?nt maid and expiiation of any applicable gnwe or cure period, then until the ?rst to occur of: the closing ofeig111y~?ve pawn: of (ho condominium units in the: Buiiding that are offcxed for we to public; or We (2) year: miter [he ?rst mnldantia! wndominhnn unit aiming in the Building. nuithzr Licensor nor any af?liate of I?icanaor wit! directly or lhmugh any other entity act an a (Meiopcr for any residential condominium building. in the Tunitozy. (1.1) License: hereby grants to Licensce, during the Term, the right to permit runldeminl and Mai} occupants of the Building to use; tha New Trump Mark so}er for the pmpoau of identiiylng the of such ooctxpanta? location a: the Building. kur. such right shat] not permit the resid un?al and retail occupants of tin: to use the New Trump Mark as part of the name or identi?cation of such occupant. For moxie Mines suuh as ?Trump Tower Tampa ?1 E29550 1374 Emma: . I Au?! .v 4?1.Enslauramt" or ?The Restaurant at Trump Tower 'i'mnpa? am not permitted or "m and restrictions governing such ocwpmis? use of the New ?trump Mark shall in: sci furth in the condominium of?eiing pim or pmspecms med with respect to or a portion of Ibo Building (?Plan?) and in any Ioa?o agreement between: Tim and such :etail occupant, which Pisa and 19.855 tonne govaming such use, to the extant they xclaic to the use of the New Trump Mark, shail be subject tr: the approval of Lieensor. Lich to cooperate Daily with, and furnish aSsistame to Licensor In any action tequized. to ensure that any use of 6m New Mark by such occupants complies with the terms and conditions of ihis Awmeat. Nutwithsianding withing to {he comwa contained 11min. Iloamec shall not be liable for unnatho?zed uses of the New Trump Mark by residents, nocupams and others that occur through no not at omission of Lime. Licamee may propow to adopt and/or asc a certain logo or certain iogau in association with the New Mark, incinding :1 logo or 10303 that substantially consists of distinctive design elements of tho Building (?Dwign Logs"), in connwlion with the identi?cation, sales and marketing and of?u Building (colimivoly, thi: ?Proposed Logo" or ?Pmposei! Logos"). Nor to any adnpiion anrlim? use of my kind by Lint-mac of any Proposed Logo, Limes shnli submit a graphical ruprescmaliun of such Proposed Logoc-z) to Liconsur precisely in the manner that Licensee intends such Proposed Logofs) to appear in mid commercial i150. 'Foiiowing Licensce?s submission of such Proposle Logo to Liceuxor, Liocnsor 3mm review such Proposed Log-w within ten (10) business days of receipt ?mreof, and if such Proposed 1,021,005} meet with Liwusor?s prciiminary Liwnsor shali, within ion {10) bushes: (lays conu'nission its trademark comm! to conduct a full search and makc an assessment as in the liker regisixkbility and/or availability 01'sth Pmpascd Lugo(s) for use. License: shall bear the costs incurred in the ??ademrk assessment ot?thc ?rst Proposed Logo oiher than Dwign Logos. Licensee shail boar the oasis of any uncle:an clearanw assessmem bayond the ?rst Proposed Logo and registmiion coats ofany Dosign Luge. Upon obtaining the assessment of counsel rcgmiiug almanac oi?any Pmpoxad Logan) Limmor shall, in its masounbtc dismdou. within {cu busims day}; of receipt of its trmlemark commei's assessment uftim Proposed Logoci) deiarmine to approve such Proposed Logoes), M11011 shall be delivqu to License: shall notify Licensee in writing or not it is permitted to adopt audio: use any given Proposud Logo, Howawr, in Ihc even! that Licensor dacs not deliver to Liucnsoc such an approval or disapproval with ten (20) businws (Lays foiiowing immune of Liceusar?s oomi's positiVe ciearanw assessment, Licensor sha? be (let-mud :0 have issued (in appi?v?i for Lit-.msee to adopt and use this subject Proposed [4030(5) 2-wa! where iicemiur's approval shat] be deemed given as harem-abow providcd, Lie-:21ch shall not adopt ands/or use: my Prepnzed 1.0310(5) unless and until it obtains Lioemor's approval, in writing, in the manner set forth in this subpumgrapit Kc). If tho Licemmr n: is dwued to approve any Proposed Logo(s). such I?wposed 1.030(2) shall than be referred to as At such time that the License: approves or is dimmed iv apmm'c any Pruposcd Lago(s), in writing, Licensee acknowledges and agwcs that Licensor shalt own ?ght, titic and mint-est in and to any and all Appmved Logos and that Licensee?s sole rights with respect thereto shall be in haw tho ?exaiusivd? (as da?msd in subsection 10)) right to use such Approved Logos subject in, and in accordance with, the terms. covenants and provisions: of this Agrecmml. If and when any i?roposmi Logq Is appmved in Writing (or deemed by Licensur in accordance with the terms of this Agreement, such Prupowd L030 (which I . case 1375 mums; Madman? hwh?m a raw: . ?fl ?rle I I shall then constiluw an Approved Logo hereunder) will be cunsidcred us of the chute of such approval as a Trump Mark and will be sub] ant to the toxins and conditions: of this Agreement. On of this Agmsmeut, Licmor mall assign to Liccuscc (In it facm reasonably acceptable to Licensee} all of Licensm?s right, title and interest in and to the Design Logo(s) adoptnd and used by Liecnsoo, if any, but only that por?on of such Design wgo(s) that do not contain any element of the original New Trump Mark or can be readily sapamted and clearly distinguished Rom the New Trump Mark, or are tn the public domain. If, during ihu Turm, Licenscz; slovelops any Proposed L039 and Licensor approves at is damned to have approved such Proposed Logo such that it bwomcs an "Apimwcd than LIcensor will, at Liconsce?s expense, file and moments an application for mgistta?on of such Approch Logow) a:th U.S.Puicut 8c Trademark Of?ce (the 2. us 8 to as a ens msor {aan a as otherwise provided herein, Llceusco recognizes and agrees that no o?w rights to use the New 'i'wmp Marl: me gcanwd hereunder, whellwr as to activities, producla, services, or otherwise. Accordingly, inter gig}, Licensao has no right to use the New Trump Mark in collimation with individual fadill?as within the Tower Properly or 111? Building, or with any products or amvioes sold affared for Sale in the Tower Property or the Building or elsewhere, wept as provided in this Agrmenl, or if and as may subsequently be agreed to in writing by Liamsor in Hemmer?; ?010 and absolute Licme also mowing and agrees that it has no what rights to the use of the name ?Trump? otlw than in to the licensed New Trump Mark, and recognizes Llcunsnr?s sole and cxcluslw ownership of all propxlatury rights in the name ?Trumz? and in the New Malls. License-A: will not nor aucmpt ragialct the New Tramp Mark or "Pump" or my darlvations or phonetic equivalents thereof, 35 311mm, mark or othwise. Licensee at;wa ncilher to assert any claim to any goodwill, reputation, or ownership of mum: "?l?mmp" or in the ?aw Tramp Mark nor to contest the validity or ol? 11m New Trump Mark. Liumsw agrees that it will not do, or permit any act or thing to be done, in derogation (If any of the rights of Licensor in connection with Liuensca?s me of the New Trump Muxk either during the Tenn or 21ml Licensee will no! um the New Trump Mark elicopt as ilceasud hereunder and as pmvided in this Walnut. Licensee further and agrees that any goodwill associated the use of the New Trump Mark shall inure directly and axcluxivcly to Liccnsor. All use? of the New ?I'mmp Mark by Licensee shall faithfully reproduce the design and appearalmc oftha New 'l'rmnp Mark. the request of Humor. Licensee shall includo iha nude-.mp1: desimlion legally required or useful for cufomncm (mg. 01? 621, as applicable) in camco?on with Limaee's use of the New Trump Mark. (6) Except as speci?cally authorlmd undar this Agreamwt, Llocnsce shall not mu.- the New ?Dump Mark in whale 0: in pm on or in cannuc?on with any olh?r businuss and shall mt permit or authodm my other person or entity to use the New Trump Marl: lu any umuwr. 1376 G?Dmmon \bl Slam-v mu?inm Duua??jlmp . impurn. . (I) Licemiur shall haw the right in and approw; all pmmo?onal materials or any other matcdals using the New Trump Mark prior to Licansea?s use of such maxim. Lice.an 311311 1:81: offorts to reviaw and approve such material within ?fteen (15) busiucss days of its moaipt cfsuch matodal. Notwithsiauding she foregoing, if Liccnsor shall fail to approve or diaapprovc (with conskuatlw comments) any such promotional maieziais within Memy??w (25) days a?cr submission in Licensor, Licensnr?s approval thereof shall be (16ch given. Limes shall not be required so obtain Licemsor's appmvai for the use of materials submmlinlly similar to the materials previously approved by Lioemor. the foregoing, in no event 311a? Momma issue a press raioase concerning License: (or Donald J, "mung if no longer Liconsor) without Licensor?s: prior written approval, which 3511311 not be wmusonabiy delayed, denied or to contingencies. Licmxsee 831663 to ensure that, in such cases as Licensor may require, me or display of the New Trump M?rk are in the manner suf?cient to indicate that the New Trump Ma?a: is owned by Licensor and are being used under license. If Liconsee uses the New Mark in manner speci?caiiy and praviously approved by the Liwnaor in connection with the pmleiom of this Agreement, such use shad} be 11081an suf?cient that the NW Trump Mark are owned by License: um] are being used under license. {11) Liwxmor agrees (or shall cause: Donafd J. if no iongar Lice-user to agree) to make up to two (2) personal appearaan at the ?l?owor Propch for no more than six (6) working hours each, on dates with Licomor?s (or Domid J. Trump?s if no Innch Licmtsor) professional to Msixt in mqu campaign for the Tower Property. 1r Licensor $112111 be umbla to amend a appearance, as rcquoated by licensee, Ijmsur shall give three (3) atteuna?vc dates for such personal at. least ??wn (l5) business; days in advance of such ovsni. 3. ?1ngng Signing; an?rm?ion Qf Comglluuge. As a matc?nl inducement for Licenser?s NICK-31131021 of this Liwuxce am} agrees: to design, davc?ttzp, construct, equip and fun?sh Tower Progeny with the law} of quality and luxury associated with pwmier, ?rst sings, mixed-4:35 residential condomix?nms located at recogmiwd prime locn?oms within the 3mm of Wlhaltan. City of Now York. (for cxamplg, of the date heme Trump Tower {ward at 725 Awnue, New York, N'cw York and 1110 residential portion ofTh1mp Hotc?! and Iowa! at One. Central Park West, New York, New York (as of the date hen-45f, co?w?vuty the "Signature and at timGS, tu 1minm'uz, and menu: that a? accupzmis in Section hemof, maintain, mamas in connection wiih the ownership, opcmtion and ?minimums: of the Tum: Property, and all thereof mm are at least aqua! to those sumdmis of ownership, oycmtion and maintenance followed by the Sig;an Prupm?es. as of the date hareof, (such smndanis of design, development, cquipmmt, furnishing, ownershi owmtion and ma?lhenansc pmvidai in this Seczion 3, as of (he date: hereof, causalwa the ?Trump Standards?). Licmmr shut}, using, his oommumiauy masonabte judgment and discsm?nn, be Fm: solo judge of wbathcr Licensee is mammang the Trump Standards, and if Licensor, in his reasom?aia judgment and discretion datemninus that the Trump Standards are not being . 1377 mum-mu (M albe?oumeW-WMW - 111m! - M?m (Nut -. my-q -5 - 'mw?h?h?A .d?H'ql .u - . .. nminfni?ed or max Licunsw has branched any other provision of this Agreement, (coileu?voiy, a ?Bron ch?) Hammer may notify Linc-mes thereof in wri?ng (111:: ?Default Notice") and if Licensee shall fail to fully correct to Limov'x satisfaction any cou?ition or cure any 9mm Brash identi?ed in tho Dc?uli Notice, within thirty (30) days af?x: data of such Defauit Notice. Liwmm may iinmediuisiy teammate this Agreement md at] right? Rearmed hereunder by notifying 1506mm in writing 91? such multination providcd however, that so long as the Breach cannot be caved solbiy by tho paymmt of money and aha}! have communal lha curing 0f such Breach wiihm such thirty (30) day pcrlod and 51139 diligently prosecute the curing ammof 11) complution. than Lice/wee shall have such reasonable additional purlod of time as shnli be reasonably mar}; to can: such Breach, but in no event more finm sixty (60) days from the date of the Da?mit Notice. lesor shalt not be rcquinxi {u ?awd a Dcfnult No?ce on more than three (3) minus in any six?zy (50) consecutive month patiod Liming, tho Tum, and in want of fourth (4m) Bram-11 within sixty (50) month puxiod, License: may humm?ately mnnimde this Agmcmeni and all rights licensed hereunder by ne?iying in writing of such tsrminntion. shail to Licensor ail plans and speci?cadons for the Bailding mu! infe?ur and mitotic: componis ?mmof, fur Licensw?s written con?rmation {hm ihoy comply with the mun}: Seandards, binding but not limimi to: The engineering and design of the Building and all mvice systems. of the Building: (ii) The exterior of the Bt?idi?g. inuludlng. {mt not Vl?lmtied the favndc. iandscaphlg, aoccas methods, and illumination; The: unit layouts and mum counts; (iv) All ?xtures and uppiimccs; and Tim mics and mmkating plan for tire 'l?ower Project, inniuding salas of?cer location and laynut, sale?; staff training and sales collateral matcriais. Subject to the terms. quali?cations and wndi?om (aha ?Trump Eltandurds Requh-ements?) sat ibrth on maxed hereto and made a part hereof, if any, Liwmor heieby approval {:55 preliminary pizzas and speci?cations {the ?Pretimtnary Plans?) for Thu Town: Pmparty identi?ed on Within sixty (60) days of the date of this Agreonmm, Liecan shun, to the extent that them are Trump Smdard that have not been sadistic-d or waived, deliver to Mousse: its rovieed Pxeliminary Plans mama I?reilminary Plans") for Licmsor approval, which Satisfy T: map Standards Wiihin ?fteen (15) bush:st days Of receipt of?m Revised 3*m1imiomy mans, lineman w?i either appwve the same or send a ?Dui'iciem?y Nation? (38 hatch} de?ned) to Liccuuea. whamupon Licensee: shall prepare and deiivzr to License: further Revised Prelimimxy Hans whiah satisfy the Da?cicncy Notice. In the event Lint:er does not deliver Liccmw an approval or ism a Dc?cioncy Notice within ??wn (15) business days of ?wig: of any Ravised Pmliminmy Plans, shah be deemed to have ma Revised Preliudnery Plans. Case. ?293? 1378 mom-ms ad minim! - 035K .- u. ?oil-v...-.-. - . --.- . . . ?Prior to ?commencing (as herein de?ned) of tho 'l'owcr Property, Licensoc shall submit its ?nal plan: and speci?cations ?mfor (the ??Flal Plans and including each of tho items dellncutui in heron}; to Following Licensoo?s submission of snob Finn! Plans and Speci?cations to Liccusor shall mvlew snob Final Plans and Speci?cations within ?fteen (15) business {lays of rcnciyi thereof. Within {moon (15) business days n?er rcvlow of the Final Flam and shall a report to which cithur: approves, in writing. Licensee?s Final Plans and Speci?cations or identi?es in detail and with pmticnln?ty each portion of tho Final Pious and Speci?cations that docs um, comply with the Trump Standard (the Notice") and speci?es wannch need to be made to tho Final Hans and Speci?cations before Licensor shall approve Final Plans and Speci?cations. 1'.th aim}! diligently attempt to cure such dc?olcnoics, and upon complc?'on, shall wnubmlt the mvincd Final Plans and Speci?cations to Boomer. Upon obtaining tho revised Fina! Plans and Speci?cations, Liccosor shall reviowuw sauna, and within ten (10) business days a?er receipt thereof, shall either: approve the mlsal Final Ptans and Spaci?co?nns or issue another Dc?eiancy Notion. In the own: that Harman: does not 4311119: to licensee such an apploval or De?ciency Notion within any ?fteen (I S) or ten (10) day pmiod, as tho nose may be, Ileana?): shall be deemed to have approval the Blind Plans and Spwl?w?om. Ifths Rattles roach an impasse such that the Revised Plano or tho Final Plans and Spoc??lcntions are not approved by after Liconsm issuca three (3) or more Deficiency Notions (with mapcutto snub of the Roviscd Preliminary Plans and Final Plans and Slwci?uxtiem), then Licensee shall lam: tlte ?ght to this Agreement. may mtcmiac such right of termination by delivering notice to ?VI?erngiua?an Notice?) within, but not latex than, ??cclt {15) buslnoss days u?or the third De?ciency No?cts, wlmcupon this Agrcemcnt shall automatically and ha of no further force or ct?fwt. Limo: shall bc omitted to retain any portion of the Liwmo Pco paid to Liconmr pxior to date of of this Agreement. Rxwp?t as otherwise statcd herein, Licensee shall not commch construction based upon the Final Plans and Speci?catiom; unless and until it obtains, or is docmod to ham: obtained Licenwr'a approval in tho manner sci foxth basin. Licennco shall construct or mum: wmuuction of Tower Property substantially in accordance: with tho Final Plans and Spwi?w?uns, approvcd by Liccnsur, winch shall adlwm to and comply will: the Trump Standards. For purposes of this Agiwlnent, ?commencing construction" slaatl mean the slate. of Licensee's (or its agent's) initiation of manstructton of?the Building on the {And as evidence-{l by the commencement of cxcuvation of the Building site. or its have Access?) the 'l?omr Progeny and the interior of the Building, at any time Imd from time to tints, during nomml hours, without notice. but without untouchany intotfcring with tho commotion or operation of the Tower Property to con?rm I?consoe? compliance with the provisions Agtecment. shall reimburse within ten (10) days of Limsnr's submission of a dotallod invoice to Licenses, for umponn?nn class: or equivalent) accommodations and food wows Incurred by License: or its repmmt?tiws (not to exceed two (2) persons on any singlc visit, unless additional portions are requested by Liccnxeo and consumed to by Lloomor) in cannoction with the examine of Licunsox?s Access, on not more than two (2) occasions in each (12) consecutive month period from tho data hmof tn the issuanco of w?i?ww of occupancy to: the Building, and (ii) 0116(1) oscaslon in each thIVc (l2) amountch month period durlng tho ?39ng 1379 I . (?Wmm ?5 luRuNH 1}:th [momma I Tim - (1)55 ru?auuna - . . II Inn .u .r . nunbninnuo of the Tum. The provisions of this shed] not be wash-and as Iimit on the I. right of License: to exercise Licomor?a Aswas. 4. cougsgeme. (3)121 consideration of the rights granted to Licensea herein, LiCeusec ulm? pay to Liconwr, the ?Lioan Fee? and ?Additional License Fee?. as provided in Schedqu 2 nmwxed homo and made a part hereof. Licensw will keep at its principal plum: of business in Tampa, Florida, fulI, complete and accurate origim? books of account and records from which the Additional License Fee is damn-A. Licensor and its authorizw representativ?s) shim have {has right to exaxnim: and make copies of swell booka of newth and records and who: dommwnis and materiel! in Lioamzw's possession or undo; its combo! with respect to its of the: Additional Home Foe. Licenuur and its @rcs?mtnlivqs) shall have ?ea and foil access thereto for such purpose mi for the purpose of making themt'mm, including making copies of such boom of account and records, a! a1} Womble hams of tho day doting which [Joanna's of?ces are open. License: shnli proscrvo such books of account, mourds, (100115.1st and maturini for a period of two (2) years after the expiration or earlier {orlninn?on ofthizs Agreement mid License: may ammino said books of account and records during such two (2) Your period. 5. The term of thia Amman (?Tenn?) shuit commence on the data hereof (the ?Commencemcm Date") and anal! and on the day prowiing ilw (20m) of the Date (the ?Expiration Data?). Provided that on the Expiration Date, and on ouch Expiration Date? (as herein do?nsd), Mormon is not in du?mlt of this Amocmnm mar notice am} tin: agitation of any uppiicuble core pun?od, this Agteamwnt shall be doomed renech for uddi?onai moccasivo {arms of twwa (213))wa each, commencing on tho day following the then appliwbic expiration date (the ?Suucoxsnr Expiration Date?). 6. Momsor?s Notwi?mam?ng anything to tin: contrary contained heroin, in addition to my 06m right or remedy of Liconsor License: shalt have the ubsoiute right to tonnimlu thin Agreement and the ?ghts licensed horam?cr, upon turn (10} (Lays prior mitten notice of ouch fenninaiion to Licensee, i? I Limoges ?ios a pn?dtiou in bankruptcy or is adjudged bankrupt; or A petition in hanlauptay is (125d against Licensee and no! discharged within sixty {60) days; or LIL-unsu becomes insolvcut, or makes an assigmnom for 111: benefit of 51:: oredizom or any puzsuani to any or Iikc km; or A receiver is appointud for 1.3mm or its business; or A substh portion of the Buiiding is damaged or destroyed by fire or other casualty and the Buiiding Is not rebuilt in a diligent and oxpafitimls manner and in compliance 'with the 'I'wmp Standards; or I, 1380 54:33-33 I (Niecmm ht ?u waxl?fau- Tun}; - Hum! -an - .- The: Building or any part thereof is taken in Ergmianmution or gig-800$ domain proceedings and the mtnaim'ng portions of the Bulidtnp, and land upon which It is Iotatcd waxth be opal-axed in a manner with tho Standards; or The mammalian of tin: Buildhig shall fail to communes within months [Emu the dam of this Agmamom, unless such delay shall result ?out any stdkes, lookoum or {abut dispuws, inability to obtain labor or matarials or msomablu substitutes therefor, acts of God, reatziutiunu, regulations or controls. enemy or hoamc government action, ??vii commotion, riot ox inwrroction, ?re (11? other Mammy or other wants sim?ar to the foregoing bayond the reasonable contmi of [50611890 (collectively, Delays"), in which event such nighwm (18) month period shall in eancied one (1) day for each may of oontempnraneuusly documme Unavoidabie Delay; Of A certi?cate of (or {null equivniunt) 1138 not been 53mm! for the Building within thirtyusix (36) monlhu ?rom ?ling of the Notices of of construction, except as a mnit ofUimvoidable Delayn, in M15011 Went, such ?irty-six (36) aloud: period shat}? b9 dawned axiallde one (1) day for each day of Unnvoidablc DeIuy, which is umbmpomwbusly dwnmented to Licensor, or Cios'mgs for at lsasi sewnxy percent of the msiricni?d wuduminium units of tho Building have not occurred or such units are not underbcma ?dc binding purchase contracts, within thirty (30) munths from Date, except a: a result of Uzmvoidnble Delays, which event, such thirty {30) {numb poriod shall be deemed admitted one (1) {hr each day of Urmvoidabla Dairy, which is documented t9 7. W. Licensee aha? haw: the right to terminate this Agreement upon ten (I6) days prim- writzen notice of such '10 Lice?nn?r if (1) prior to the date the: a: 1mm scveulyw?ve percent of the 1m its in the Building haw: ahead title or are subject to binding purchase ?manna. Liam: (ur meld J. Trump. if no longer Lieu-21501?) is com/iota] of a faiony; or (ii) Liwawor fails to mgixwr and maintain tho registration cf the New Trump Maxi: during the '1'an 8. QWMW Upon the Icnnina?an of this Agwcment any reason, Licensee w?l immediat?ly mnlermke ils hast e?hm to diswu?nuc any and 91: mass of New Trump Mark, and make no fu?hcr use of same whatsoever; If Lioensw ?2133 to so diacominuo 21!! such use within th i115! (3 0) days ?censor 5113!! be entitled to hmnudime injunctiw relief in addition to and 111! other app?cable remedies. 9. gmtumgj?cngqu; {mum (3) Lima. Limxw agrees: to indemnify, dufeml, and hold Emu and hmmicss Liocnsor. in Members, Matchmaking, reprewum?vos. 10 ease (at) 1381 as: mum-m- n8 [Mung brawluw "Im- Hum [sum on ?an .- - . .vo .wnv. A n?w u- I- cttsectors. of?cers, 133m roptesontatiws, successoxs and 95913123 from and nguhtst any 11nd all causes of action (including without limitation pwdunt liability and tart actions) and reasonahte out-of?pockct tnclu?ing, without timimtiozl, inmost. penalties, gummy and third Party fees, and a? reasolmbte amounts paid in the investigation, defense, and/or settlement of any claims. Butts, proceedings, judgments, 103333, damages, costs, llabiti?ea and the ?lm (individually and coitectlvaly, "Cla?ns?). whiah may he auffcted. inclined or paid by Liccusor mixing 1r: whoie or in pan, direct?)? or trutirec?f, from or out of Licenuou?s perfaumrm under this: Agreement (including, but not limited to. any Chaim relating to the design, construction, malnme and operation of this Building) (it) any mulemark iuftingmn?nt action, procucding or oiaim. or throat of such nation, pmuecding or claim, arising from Licensee?s use of the New 't?rump Mark in violatth of this Agreement or its me of 9&391140305 or my trademarks not approval by Licensor. Mlgm. Licensor hazeby agteus to indemnify, defaitd, and hold ??oe and harmless Licensee, its mumbers, empioyee?i. representatives, directors, Of?uem, legal representatives, aucceasors and assigns and against any and {:11 Claims which may be suffeml, or paid by Licenses mixing in whole or in part, dlwotiy or indirectly, moiety from or out of Licensee?s use. or authorization fur other: to use (in madame with the. provisions of this: Agreement) the term ?Trump Town? as part of the Trump Mark. The provisions of this Section 90:) shall not apply to Claims [dating to my past of the Trump Mark otbur than the name 111:: pmvisinns of this Section shall 1th apply a: Chums mta?ng to any part of tin: New Mark or Detsign Logo(s) other than the name (9) him: to the. commencement of comkuction of the Tomr Property, Licensee shalt obtain, at Limmsw?s expanm, extended coverage and allwrisk insurance upon the Tower Property in amounts and with instant intonany to Licetmor. Licenses agrees that I .iqenmr shall be nauwd as an additional Insured with respect to Liwmec?s afore?anlzl liability Emmet? potiutus (and Domid .T. Liceusor) at no cost to Liceuxor and that 141ml) po?ules shall provide that they may not he cuuwlied without at least thirty (30) days' prior Written notice to Licensor, and Licensee trim?, prior to the of wnsn'uctton, provide to Liceasur, cerii?wms of insurance evidmcing such coverage, with a statement by Licensee that, to bust of Licensing said insurance. is in full force and of?ct and the premiums thmfor have been paid. Thu provisions of this Pmagmph 9 shall survive the expiration or tundnatian of this Agreement. 1.0. m. Except for the provisions of mmparagmph 202) hereof, License: may amtng this Agreement without the prior commit of Licensee ta :1 ?Rotated Party? (as harsh: de?ned) provided the assigztce asmmes the {mm and conditions of this Agreement and owns or controis the New Tramp Mark. Except ?21: an asxiglment of this AQMent as provldud tn the immcdintaly preceding sentence, my assignment of this Agrucment by Liaisan shall requim the mom of Lineman, not 10 be unreasonabty withheid, delayed or subject to contingmcies. For the purposea of this 10, a ?minted Party? shat} mean any [Damon who dimc?y or indiwctiy, is mtmilad by, or is under common comm] with, the pmpasai and ?wntrul? shall mean owner-amp of more than ?fty percent of an tho Voting stock of wrpOIB?on or more than titty of a11 the lagai and (amiable interests in another type of Iagat entity and the power to control its day to day affairs. This Agreement and Liooum'a m: of the New Mad! hereunder ll 2 case. 261 ?age3 8 1382 . (mu-um? 31,! 99mm? Hoolu who n- -I-- q? ..- . -v-I shun inure soleiy to the bum?t of License: and to any and all baits. soc-Axon; or pannit?m?ig?sig?ccs of License: who owns or commit: the Naw 'l'rump Mark. Licensee may assign this Agreement wiilmut the Written consent of Licwsor only a duly esiablished condominium Board of Mnmgum to the Plan, which Beard of Managers shall mum: (on behaif of all unit omen; of the condominium). in a writing dalivemd in Human: (Which writing shall be sub}cat to Licensor?a approval (not 14? b6 unmona??y 03? nli of Licensoa?s obligmions hemun pmvided, that the: Bomi of Managers shall not-be mquimd to assume Liwnm?s payment obiigatione pursumt to Section 4 hemof. Notwithstanding the fomguing, {301:0 such assignmanl by 1311111306 33251! include an assignmt of Marketing Right, and #113 original named Licensee hereunder aha}! retain 1m: Masknting Rig)?, no long as the original named Liwme shall own units in the Building that are being offered for sale to the public, subject to the terms and provisions of this Agrecmem (Inciuding, with {imitating the provisions of Section-1(a) homo, and no such amigmnont By Hummus shun relieves the original named {Accuses ?om its obiiga?ons under this Amanan 11. mm It'dudng ?l?crm any trademark infringement action. proceeding or claim. or threat of such action, proeendiug or claim, based solely on the use of the mm ?mm? as of the New 'i'mmp Mark 0: any Design Logo(3) pursuant {o tho terms cf this Agreement. is instituted against Licensee, Licensor hoxeby amass, to the other provisions of this Suctinn Hm) to indemnify, defend, and ham I'm: and flawless Livmee, its dixwtoxs, of?cers, successors, legal and assign and against my and ali such sums of aciion, penalties and renewable ontvofnpockci vxpensw, including wilhom limitation. interest, pannides, attorney and third Party mm which may be suffered, incuuad 91' paid by License: with raspact thereto, Liwrmee ugxcus to cooperate with License:- In the dufmme of such action and take no notions of any kind such claim Wi?mnt the express prior written comm! ot?LIcamor. Licenwr shall have the 5010 and nbsoluio right to settle: any such adios and to negotiate and determine the settlement hams. Liwmae she]! lake nil steps reasonably mcomeudtxl to miting its Jamagu-s insulted, inciuding 121: removal of any New Trump Mark and Design Logos from tha '1'th Pwparty and of any use of the NW ?I'nlmp Mark and 1353in Logos to the extant {hey include the lam: ?Tmmp?. if reqnimd by Licensor. The romedy provided In this pmugxaph 3311mm! the sole and ward mnde of Licenses, and Licensor shall um be for any othm? ?nmag?w of am! kind. 'Inuluding special. or consequential dmunges or maimed hat shim or pro?t of or other cXpummum quioemw. Hume-e shall promp?y nomy Limaor of any marks used by third panties that may he wn?isingiy similar or otherwise damaging to ?10 NW Trump Mark, but stud! take no other action of any kind with 1:1th thereto, except by o'xprcas prior wn'twn authoritarian of License; If during the Term any infringement action, proceeding or claim, or threat of such aulion, pmnoad'mg or claim, be.me on use cf the New Trump Mad: (exclusivc of any Design Logc(s)s) is maimed against Liuunsor shall have, at Lluanwt?s option, the right to: defend itself against any sue-h action, pmcceding or claim; or (103nm into any settlement of any Such aclion. proceeding or claim in its sole discretioa. 12. and 22353321134. Licemwr rep-scuan and to Licmsoo mat: i2 Ease 1383 {55:51:33. . Cin?m n! Dm?muv now ?00414 (3)66 h, . . - .. (ii) (in) This Agmmuwt caustimtes a iegnl, valid and binding obligation of License}; enforceable against Licensor in accordance with its respective terms, ext:ch as enfomeabi?ty may be limited by applicable bankruptcy, insolvency, or 33111512: Inws affecting the of creditow? righis ganumtiy or by equitable principle: :31th to wfmabi?ty. Licenmr shni! use commercially reasonable efforts to obtain a 1"1?0 registration for the New Wimp Mark, and to maintain in MI fem and effect, at its expense, 1511: New Trump Mark. The New Trump Mark in free and den: of any and all Ems aml othst arising from acts or omissions and wi? not ho pladgad or granted as a security interest during 111: Tenn unless such pledgc or scantily interest is aubject to this Agreement, Licensee and warrants to manager mm: 0) Ci) Licensee is a ?mited company duly organized. validiy exis?ng and in good standing undar tha Saws of fl]: State of Flon?du. Licensee, has 1118 power and authority and a1} ?ames, uatimrimtium, and to perform its obligaiiuns under this Agmemcnt. The dolivm and by Licence ofthis Aglecmam has baan duly amhoxizcd by all mammary corp!)wa action, and dovs nut and will not the terms of Licansaa?s amides of organization or 0pm:ng Agreemmlz. wnflict with, or remit in any breach er contravention of,,nny contrli uhiigation to which Licensee 33 a Party or any order, ir?mwtlon, mi: or decree of any authority to which nausea or ils grow): is subject or vioiatc any requirement of law. This Agrcmem constitutes legal, valid and binding obligations of Licensee, ezzforwablu against Licensee in accmxianw with their respectiw terms, except as enfomwl?liiy may ?38 limited by applicable bankrupwy, insolvency, or xim?nr laws a?cclhag the odomeumz of cmditars? rights generally or by equitable lninGIplcs relating to wfonmbimy. 13. ?gtiwg. Any notice, cieotinn, request demand which by any provision of this is mquiral or purmitimi In bu givan 0: served by wurier service ~9va reques'tcd, postage mail as provided in prepaid; given or served hemmdar' 31ml} be in wri?ng and 5111111 116 {mud deiiwry against receipt; or (ii) by my nationaily recognized overnight ding evidence of {he data of delivery; or by certi?ed mail return receipt or (iv) by fucshuiie prmvidcd it is: also coneunen?y amt by Gii) abuvu, in each cuss adtimssed m: 13 - I. Case 8:09-cv? 493-SDM-AE Document 86 -2 Filed 04/01 . Case O- Documenl29?1 8822;331:561 5% (Eli? 1384 '1 v. . I, if." {1 mmuxwum?umm l-lc-Licemee: Simdng/Robci, LLC 102 West Whi?ng Street Tampa, FL 33602 Attention:' o?y Siimm Managing Pm?tnar ..- Willi. a copy to: Steamy Weaver Milka: WeissIcr A?mdn?' It}: Simmon Attention: Ronald L. Wenvor 401 3m:ka Smut, Stu. 2200 Post Of?ce Box 3299 ?2257, Tampa, FL 3360b?? 77?? 326,}? I Fax: {813) 22245089 "1 .. mm ?bl-<0 673W and Licenses Dundd J. Trump Chairman do The Orgmaiza'tiou LLC 725 Fifth Avcuue New York, New York 10022 Fax: (212) 755-3230 With a (309)! o: 'I'rump Orgmlim?on LLC 725 1"th Avenue New York. New York 10922 A?cn?on: Gweml Counsel Fax; 12)~3 i7~0037 or to such other address or or such other persons, as a Pnr?y aha?! time to t?mw (1681th by notice givcn :md dciivercd as aforesaid. Any notice shall bu deemed to have been rendored or given: on the ditto hand ciciivcmd (or when duiivcry is refused), unless such hand delich wan not 01: a business day or was n?cr 5:30 p.111. on a bnsmuss day, in which event delivery shail be dammd to have been minted on the. next business day; (X) en the date delivenxi by a courier servibe (or when deiivay is m?ssml), unless such delivery was not on a business day or \m a?cr 5:30 17.21:. on a bubinesg day, in whtuh z:th shall be deemed to haw been rammed on we next business day; three (3) hm;th days [mm the dam dapusited in mm mm}, if as aforesaid; and the data sent by facsimile transmission, provided a. copy is concurrently sent in the Manor pmvidud in subsection (ii) Wow. 14 1385 aww m1 0M1mpa1mw; {murmm . . no em ow .. i4. Licensot and Lioemce covumml, Warrant and represent to the other [hm than: was no or ?nder, except Roman Osadchuk and RPO Rnalwm (collectively the {Immexital in consz this Agrwmont mad that no conversation or negotiations Wm; had with any bmkur or ?adar, oxwpt the Broker. concerning 111v fauna of this Agreement. Limuo simll be solely responsible for any cnnuulsaions, fans or o?mr compensation (coilcctiwly. ?Fmg'? dun to Brokuf. Lien-413m and Liecan agree to indum??fy, defend, saw: and hair! the other Puny harmless ?rm and against any claims 01' suits for Fees mixing Pram its breach of the mmams, warranties and representations ma?a by it in this i?aregraph 14. The provisions of this paragraph will survive tho cxpitaiicn or termination of Its Agucmemt. 15. Con??ng?g?gx. Iicemor and Licenses and this, without the written consent of the other Party, unless roquimd by law, they will not, 11min: any disclose or pormit to be disclose-xi the cxislcucc of this Agreement or any of its to any persona or Emilia: for any purpose wlmsoaVcr, other than solely thuir mspco?vo mmholdcm, directors, mombm, of?cers and other employees, womb and (contivoly, ?At?liutud Parana"), in each such case, uh I: ?need to know basis". Ail Af?liulad Parties shall be damned bound by the provisions of this Pacagmpb 15. In with my sue-b pemnittui disclosuxo to any Af?liated Parties, Liccusor and Licenses, as applicable, 241ml! be liable the other Party ?x the acts or omissions: of moi: Af?liated ?Pnrties am in violation of this Nragmph 15. 16. (1011511; Agreemqu aha? bs governed, 50111 as to and enforcement, by the; laws of the Stats of New Yurk And, as necessary. in the mantis in that State, without regard to my principles of con?icts of law. Notwithstanding anything to the oontary contained herein, including but not limited in the of Paragraph 3 humor", Licenaor shall not he mspamiibm ?ar and Hha?huvu no liability to Licenses or on any third parties for, any design or construction means, methods, techniquos, sequonws and proccdmas, or far safety pmnudons and prawns, mployed by or on bchnif of [immune with respect to design and of the Ilaih?ug. 11 is further and agent! by Llucnseo mu: Hammer in not an mchitom, contracmr arr other professional accused By any Stale. city or municipal authority or any departmam or agency of any of the foregoing, and Licemor shall provide no aervim to Limnsw in such capacity and shall have no liability to Daemon or itmuy-ti?rd Party as such. Any wviaws, rcupmmanda?ons, approvais, and advice to be furnished by Lice:me under this Agreement am}! m: be damned u; be: warranties or guarantees or constitute the podiumme of profassioml services as aforesaid. This may 2142 chanted in two or mom countmpam. each of which shaii be damned an uriggiaal but an of Which 31ml 1 cansh'tutu one and 336 33an immanent. If any rum-of, or the applic?tiu? thereof to any pomon or mail tn ny extem be invalid or munfoxcenblc, tho rmnaining provision batch, or the application of mob pva?Iion (u persons or circaunslauces othnr than thmu to which it is held invalid or lmwfowwble, shall not b6 a?'aaml thereby. ibis Amuemcnt ?mining the entire Wain: between 111:: parties hereto with :08ch to the subject matter humor and may not bu nmanded except by an Whament in writing signed 15 I 6156:? Egg 6215? 1386 I unknown: M?xwx [bourqu I?ll-nu HO 0M 01.06 by a Mama and Failure of a Party haste to uompluin of any act, omission. Coma of action, 0: continued acts or nmissions. no matter how long such may continue, shall not deemed a waiver by snid Pmy of its rights hereunder, and at} wnivcm of {hi} provisions hereof shall be e??cctive only if is writing, signed by the Pa?y so waiving. N1) Waivur of any breach of this Agreement shall be deemed a waiver of any othe: breach of this Alumnus]; or a comant it: any subscquant breach of this Wmem. WHEREOF, the parties aw this Amucmum on 11m dukes and at the wt forth beiow effective as of the data ?m st forth ubo e. LICENSEE SIMDAGIRGBEL, LLC By: 66 A LLC, a Florida limited ity Iic as, its 16 _Case (15' 3 'a r. - (wkcupamml luR-wpa mullme Dec-nullb?ufu - mg: wow mogmw (Ext?bit in?ows this cove!" pug?) Case 8: 9?cvORDINANCE bin-acme, 1 AN ORDINAN CE PROPERTY 1N THE GENERAL OF 103 SOUTH ASE-ILBY DW 8, IN TIIB CITY OF TAMPA, PIDRIDA, AND MORE PARTICULARLY DESCRIBED IN 1, FROM ZONING DISTRICT CED-2 (VACAN AZ OFFICE) T0 CED-2 (MIXED MULTI- PROVIDING AN DATE. WHEREAS. a public hearing as mqulrul Xv law was held in City Council Chamburs, Third Plum. City H311. 315 East Baum/mi. 5n: ma City of Tninpa, Florida. relating to tho rezoning 0mm 1'an clime ?scribed in Swim 1 of mix ordinance under 11:1: trams and provisions Chapter 27. of Tampa Cone. NOW, THEREFORE, BE 1' 1' ORDAINED BY THE CITY COUNCIL OF THE CITY OF TAMPA. FLORIDA: Season 1. That the Zoning Dlmiot Ciasai?ca?on upon the mnuwing describezd Lexi astute, situate, lying and being in the CM of Tmupa, County of and Sum: of Florian, more particularly m: follOWEr: (Amazed 11mm mud made a part intact? as Exhibit LEGAL whip}: is: prem?y mned 0332 {Vacant 8c Office) undnr City of Tampa Coda Chapter 27, be 8W lo ZONTNG DESTRICT CLASSIFICATION CED-2 (Mixed use?residential as provided far in Chapter (my of Tampa Code, and that zoning map be unaided a: reflux said Chang: the ubovsodemibcd icgul description and a1! infomiution shown thereof sisal! be as much a part of ?1115 on?nauw as if xuchinfotmmion set forth on Sakai naming map of the City of Tampa was all fully and set out herein. Section 2. This: s?dd Zonmg District Ciasai?cuion is hereby amended and to be controlled by a 51m piun dated 06mm, wpy of which is hereto and by re?nance made a part hereof as Exhibit 13. Snark?: 3. 11111! approval of {his running 31ml: no! 11:16:19!) the Petitioner/Owner from meeting the requirements of the City of ?mmpa?s mega) 1388 f?chM? mammawuw a: Management Ordinance at the time of actual permitting and of the rawnnd Hits. Swtian 4. That Ch: approval 91' {111:} waning 5111111 no: rcicasa Rancher/Om from maeilng all 0mg}: applicabfc sections of :11: City of Tampa Code, as maul: sections rams to this acmi pcnnitting and devciopment of the rezoned site. Swim: 5. That an ordinances in can?icc are the exam: of any con?ict. Ssc?aa 6, That If any pm of mi? oniinanw shall b: declared unconstitutional or invalid by a mun of wmpemm jurisdiction. on: remaining provisions that} mmain in full force and effect. Section 7. That this ordinance shall takn effect immediutciy upon becoming a law. PASSED AND ORDAINED BY THE CITY COUNCIL OF THE CITY OF TAMPA. mourn?. 0N Mink?. NWT: 4. 13 Rot cm cotmcn. c?axx- WWan 231w CLERIUDBPUTY cm CLERK PAM IORIO. MAYOR PREPARED BY AND APPROVED AS TO LEGAL SUFFICIBNCY: ORRISG.MAS 3313mm 1361393! 8 1389 Case - - - - _8 @agx 1390 13;, . - o'J" City of Tc:me I mg}; Cf 51 Mychan game? i UEQRL Dom?g/??bS?hm .. .. . (no WATER LOTH 12, 13, 14 AM) 15, HENDRY er MAP or- ma ammo?, ACCORDING TO THE MAP OR PLAT THEREOF As R500 R1350 PLAT 800K 2, AT 9mg 13, 0F me PUBLIC RECORDS OF musaoaohen COUNTY, AND Accoaoma To BOUNDARY su?vm DATED JANUARY 11. 1964. BYAIAN a. Pam; SURVEYOR No. 480, BEING ATTACHED TO AND BY REFERENCE A PART OF AGREEMENT RECORDED 1N DEED mm 1793. PAGE 42.4. OF THE PUBLIC RECORDS or con NTY. FLORIDA: AND BEING MORE PARTICULARLY DESGNBED A6 ammwm AT 1155 NORTHEAST CORNER. OF WATER LOT 12 OF HENDRY AND KNIGHTS MAP OF (BARRISON. ACCORDING TO MAP OH FLAT THEREOF. RECORDED IN FLAT 800K 2. PAGE 73. OF Tl IE PUBLIC RECORDS OF HILLSBOROUGH COUNTY, RUN THENCE SOUTH 16 DEGREES 11 MJHUTEHH sacmws FAST. ALONG me mammal sounmw or WATER 13, mm 14 or HENDRY AND mauve ASHLEY FOR 148.91 555710 THE NORTHEABT comma OF WATER 1m 15, or- 5A19 AND KNIGHTS MAP OF THE THENCE SOUTH 9 manages :13 13 SECONDS EAST, ALONG THE EAST ERLY BOUNDARY 0? 3m WATER LOT 15 Mamemv BOUNDARY 0? WATER amen on eoU'rH ASHLEY ems) FDR 56.35 FEET TO ms soummr CORNER OF 6810 WATER LOT 15 PER AGREEMENT RECO Roan 9650 50024179?? PAGE 424, OF THE PUBLIC RECORDS OF . HILLSBOROUGH co UNTY. mem; THENCE SOUTH 89 DEGREES 02 MINLTFES 42 91$on wean ALONG ma son?me RLY so UHUARY 0? 5m WATER LOT as man SAID AGREEMENT. FOR 179.19 FEET TO THE commaEASTERLY OIDE OF THE RIVER As OESIGNATEIS on MAP OF HARBOR LINES, TAMPA HARBOR FLO mbA. RNER ANS GH APPROVED JANUARY 19. 1353; THENCE Noam 9 use mass 45 paman 45 SECONDS weer, ALO Ne smo comma: mammp AND auumem LINE FOR 269.05 mama NORTH an DEGREES 05 MWJTES 42 gamma EAST. ALONG THE no RTHERLY BOUNOARY or 3N0 WATER LOT 12. FOR 153.52 FEET To THE POINT OF AND WATER LOTS 16. 1? AND HE NDRY a warms MAP OF ma GARRISON. ACCORDIHQ To THE on FLAT THEREOF. A5 asconoan an PLAT 800K 2. AT PAGE or THE PUBLIC RECORDS OF HILLSEOROUBH comm, mam; LESS ma FOLLOWING PORTION OF LOT 16: A PART 0? WATER LOT 18 IN HENGRY was: 1T8 MAP OF THE GARR130N, As PER OR PLAT THEREOF RECORDED PLAT BOOK 2.-ATFAGE 73, OF THE Fume RECORDS BF 14111.35 OROUGH cowm'. FLONQA, 0580mm!) As FOLLOW3: AT SOUTHEAST CORNER OF 8ND WATER LOT AND RUN WESTERLY ALONG A 0? 43.36 FEET 70 A POINT: mas seamen? ooummv UNE memo manna ON ALms MAKING AN ANGLE 175 99' TOTHE may A or: 45.43 seer TO A POSNT on ma EASTERLY BOUNDARY or mo WATER Lon THE eAIn EASTERN BOUNDARY We A maTANce . OF 3.:2 FEET TO THE mm; or BEGINNING. :Case 1391 I . I-z (\V?MunUlmU ?a?d?u - 1W - MW (3)406 355111113131 The archilccumi schematic design plans, elm/minus, md study modsi photographs of Smith/Barnes Architect? dalnd March 3. 2004. THE TRUMP STANDARDS REQUIREMENTS EXCEPTIONS To APPROVAL 01? PRELIMINARY AND SPECIFICATION-3 I The design of Ike lobby w! 1% hr: modi?ed in accordance with angoiug discus?cms between Liccnsor and Licensee. 2. Licean and License!) will discuns altemative wait Iuyouts to animm?e the: marketability of Unit o?'mings. ?Case 1392 uwmnunmam draw. Hum-4 (51b: 8( 1 CERTAIN 111ADEMARK REGISTRATIONS 01? TBA Emmi;ng 39mg 119mg Trump Tower 1,638,083 36 IUJJI 05.1 1393 enema-em w! ammo Winona: 1mm - Ho INTI my?: 33133 awake Licensec shall my to License: for the liwnso of the Trump Marks, as harsh: provided, .1 mm Iicnnse fee (?License Fee") of $2.000.000.00 payable. as fotlows: (11) $125,000.00 upon the execution of this Agreement; $125,000.00 upon Licener approval of the Plans and Speci?cations; and $1,750,000.09 in twenty-six (26) oomecutivc mou?xly installments (the ??nsfallmenis'? of $65,000.00 each and a final mom.th hmtalbneui of $68,080.00, in each case on the day of each such month, commencing on the 3111056111 (90m) day mt suweedhlg dam on which 11v: payuwnt refa?rod to in Immadiaivly above Is made; and Notwimstanding the provisions nf above, any unpaid exis?ng on the date of Emma of the Tamporary Certi?cate of Occupancy (or local equivalent) for the residential portion of the Building shim accelumtc and be immadiuiuly due and pays,in to Liome 2. In addition to the License Fee, Licunsco sisal! pay tn Liccnsur additional foes (coliwtivcly the. Liconsu Foo?) as fol lows: If the average saius prim of Elm maidcntiai condominium win: in the Buiiding an of the ?Paymem Date" (as herein de?ned) exceed $300 per square foot (inclusive of all baihrmm and kitchen ?xtum and equipment) {using the squa?m that designatioun for cash units-mt forth in the condominium offering plan for the whim condominium Building. ur if not an an! fai?l in the Plan, than as certi?ed by Liwxsac?s amhitact or mrwyar), Licensee shall pay to Licmsor. as an Additionai Means-01%, an amount equal to: 6) Five percent of the. ?111011113? by which the awmgu gross 3:11:35 prices equal or exceed $300.00 pm- square foot and are less shun $350.00 per Squaw foot; and (ii) Ten pemwt of the amount by which Lin: average game sales prices cquai 0r uchd $350.00 per squam foot and are less than $4 $0.00 per square foot; and porcant of the nvumgo sales prim in cxcess of $450.00 per square foot. 9ase 1394 mamm- u? Hahn?? - 1m}: I-INJM {nu (iv) 111:: Additional License Fee shnli be computed and paid on ma date (lbw, ?Payment Date?) which is She that to occur of; the aiming of cig??yv?w percent of the. wndominium units In the Buiidlng om!ch for saie to the pubi'xc: or two (2) yams after the date when the firm residential comlun?nium unit in the Building claws, 09 the Payment Date, an Additional Liwnse Yet: in wapcot of all unsold condominimn units in the Building shall bu inferred (Rom m1 eximpolation of the avcmgo 351w prim as of the Payment Date), and the appiicnblu Additional Lieumm Fer: aim}! be paid to Licensor, for any such unsoid units or ofin So long as il?s Agrcumut is in c??oot, if we average annual square 001 rant (on a reuhibio Squaw fvoi basis) for any retail space in the Building equals or exceeds $20.00 per square fooi, than on a quampminual basis, Licensee shall pay to Iicnnxor an amount equal to ten 915106111 of the exams. ma Case 8:09-Cv- 2 3-8 M-AEP ocument86-2 Filed 04/011 Case Documen129-1 File/(Elmgg98833Pg95362aao 61:8 1395 ?It-u - exam-mu and mm Hawk-My varumlam. Tum-s . Olin: Index 0! Term; Additional Licenso Fee 20 Af?liatfxi 15 Brake: 15 Ciajma 11 9 commencing 8 De?ciency Easier: Logo Expixatjon Date 9 Final Plans and Speci?cauena 8 2 Doc-.004 I I pytoaln hillIOIQII Ill-'0' urn-Ill Licenser Licemzcn .. Mmkuxing 3 Now Trump Mark Nuas-I-lr- Ian?, Rewind 12 Revised Preliminary Plans 7' Signature Properties 6 Successo: ISXpimtJoa 9 'l'urm" 9 Turmimtitm 8 Territmy 3 Trump 6 Trump Standards 7 Unnvoidabw Delays l0 kU?bNmJ case O4Rig?jgjm?834Pg95e62lga??E 1396 L?aimklr-bN-i? .Wrind hunk mm. T0 LICENSE AGREEMENT This First Amendment to Liceme Agreement ("First Atxmudment"), oEectivc as of March 31, 2006, is made to that ccx?min License Agreement dated October 2004 batsman DONALD J. (?Liecnwr?), whose prixwipal place of businoas is at 725 Fifth Amuse, New York, New Ym'k 30022, and LLC, a Fio?da Iimitui liability company (?Licensee?) whose principa! place of busian is u: 102 Whiting Street, Tampa, Flax?Eda 33602. WHEREAS, the pmics hereby agree to amend Agreement as Speci?cally set herein, With all other Rams and conditions not mumded hamby remaining in fun force and cf?fed. Now, in and for the consideration unis? mums ($10.00) in hand paid, and for othwr good and valuable considarmion, including the. consideration set forth in the Agreement. the receipt and sui?clency of which is hereby the. parties hereby agree at? follows: The parties acknowledge and agree that 531%; (?Human Fees") is hereby amended as foliows: a. In Section I (gamma Fem), the amount of is lo b. Secliou I is ?n?wr raviwi to delete subsection in its entirety and replace it with the foilowlng: $2,840,008.00 in Many-two (22) consecutive Installment: (the ?insta?ments?) of $229,091.00, in each case on the ?rst day of each such on Apr? 1? 2086 (Licensee acknowledges that it has airway been paid the sum by Lice-mar, as of the (lute hereof); and o, Seclion 2 (Additignal is hereby in its untircty and {epistch with the foiimving: Z. In Hen of any previous agreements betswen the parties reiu?ng to payment of :1 percentage of average gross sales prices, the parties agree that shun {my in Licensor us ndditimmf license fee: (?Agrilgonui License an amount equal to ?fty percent of ?re ?Net Sales Profit" (as hereinafter de?nad) of the Project. The parties hereby intend that Licensee and Licousm? shaii share equally (50% and 50%) 131'th Nut Sales Yro?t, that Licensee shall ruceive :1 credit against such ?meant for all few: paid by Licensee during the term at this Agreement (that is, for the Licenm 179:: paid). By way of oxampic, If the Net Sales Profit uf the Project is $0,009,080.00, and Licenreo has paid. to Llnehsor a total Fae u! $4,009,003m (as previdcd in Sec?uu 1, above) during the term of the Agreement, then 1 Exhibit f56P 86-2 age 26 ocumon 5539104?89r??agga?i9?a35 MRI-J10 15ml? MI FINAL 44 Licensee shali rem]! 10 12ml Liconsor shail accept us 11:11 payment of the Additional License Fee, the sum of $5,000,000.30 (calculi:th by dividing the of Net Sales i'rolii by two (2), and subtracting therefrom the License Fee paid by [Jeanne to Licansor), 2. a?ogin 3. a. The term ?Net Sales Pro?t? shall mean the aggroga to gross sales prij of all Commercial Units, Garage Units and Residenttal Camiomftzium Units at the Project (coitec?veiy, the Winks"), Ross the {a?owmg (collectively, the edm: ?ble Exp eases?): (ii) construction Emu] ring Ioaus and loam from equity members directly applied to the developmunt of the Projoct (colicciively, the. ?1)t1bt"); and usual and customary closing com, tho Pro?cct Expenses as provided on mum annexed hereto and made a part hereof. Notwithstanding the foregoing, an Expenses shall be boxed upon armHength negotiations with third-?parties and shall be with prices for comparable projects in southern I?urldu. No other fees: or payments shall be or otherwise duo (mm Licensee to manual?, (Heep! for the License Fee and the Additional Licemle Fee. 1). For Information purposes, attached Ileroto as 5111th is a ?Schadnlo of Appruv ed Sales? iis Ung Ill-036cm! sales prim; for each Unit. c. The Audition} Liccuso Fee shall be mode fattowlug the date when arti?ciqu uumber of the qutx tn the Building haw: closed and the proceeds- (hereof result in ?lli of 21! Debt (me ?Debg Date?). Following ?lm Debt Repayment Date, Licemee shall! remit to Licenxor [my percent of Net Sales I?m ?t within two (2) business days foliowlng barn: cieurauce of Licensee?s not proceeds fro?m each Unit closing: t1th thor?nner occurs; which, option w?ll be made by wire transfers and/or chucks disbursed and sent via (Wel'ulgbt courier. Thu parties acknowledge that, as of the date Iaercof?, no notices havo bum delivered 53, my default; by either purly. Th0 remaining, terms and pmvisiom of the Agreement mu reomin in M1 force and o?'eot and shall not be amended, in accmdazwc with the terms and provisions Hal form heroin. [Signatures failow on the next pogo} agfegB 1397 1398 MM tn [bun Ag! mm. IN WITNESS thepar?es have cxwutad this First effective as of tho date ?rst set above. LICENSEE: SMAGIROBEL, LLC a Flo?du limitci! liability MW By: N, Flint NumciY-Z'mmw L3md??f a? Print Title: (LE: C1) ?awu