Loading...
HomeMy WebLinkAboutCity of Tamarac Resolution R-2018-077Temp. Reso. #13133 Page 1 June 15, 2018 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2018 -_ 71 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING AND DIRECTING ALAN J. POLIN, P.A., AS CO - TRUSTEE UNDER THE TAMARAC LAND TRUST AGREEMENT DATED JULY 10, 2013, TO EXECUTE THAT CERTAIN TERMINATION OF GROUND LEASE, ATTACHED HERETO AS EXHIBIT "1", BY AND BETWEEN ALAN J. POLIN, P.A. AS CO - TRUSTEE AND JKM TAMARAC VILLAGE, LLC; AUTHORIZING AND DIRECTING ALAN J. POLIN, P.A., AS CO -TRUSTEE UNDER THE TAMARAC LAND TRUST AGREEMENT DATED JULY 10, 2013, TO EXECUTE THAT CERTAIN GROUND LEASE AGREEMENT, ATTACHED HERETO AS EXHIBIT "2", BY AND BETWEEN ALAN J. POLIN, P.A. AS CO -TRUSTEE AND JKM TV MF1, LLC, FOR THE PURPOSE OF DEVELOPING THE TAMARAC VILLAGE PROPERTY BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT "2" ATTACHED HERETO AND INCORPORATED HEREIN; AUTHORIZING AND DIRECTING ALAN J. POLIN, P.A., AS CO -TRUSTEE UNDER THE TAMARAC LAND TRUST AGREEMENT DATED JULY 10, 2013, TO EXECUTE THAT CERTAIN GROUND LEASE AGREEMENT, ATTACHED HERETO AS EXHIBIT "3", BY AND BETWEEN ALAN J. POLIN, P.A. AS CO -TRUSTEE AND JKM TV MF2, LLC, FOR THE PURPOSE OF DEVELOPING THE TAMARAC VILLAGE PROPERTY BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT "3" ATTACHED HERETO AND INCORPORATED HEREIN; AUTHORIZING AND DIRECTING ALAN J. POLIN, P.A., AS CO -TRUSTEE UNDER THE TAMARAC LAND TRUST AGREEMENT DATED JULY 10, 2013, TO EXECUTE THAT CERTAIN GROUND LEASE AGREEMENT, ATTACHED HERETO AS EXHIBIT 'A", BY AND BETWEEN ALAN J. POLIN, P.A. AS CO -TRUSTEE AND JKM TV C, LLC, FOR THE PURPOSE OF DEVELOPING THE TAMARAC VILLAGE PROPERTY BEING MORE Temp. Reso. #13133 Page 2 June 15, 2018 PARTICULARLY DESCRIBED IN EXHIBIT 'A" ATTACHED HERETO AND INCORPORATED HEREIN; AUTHORIZING THE CITY MANAGER TO PERIODICALLY DIRECT THE CO -TRUSTEES UNDER THE TAMARAC LAND TRUST AGREEMENT DATED JULY 10, 2013 TO APPROVE MINOR NON -MONETARY AMENDMENTS TO AND EXECUTE ANY MEMORANDUMS OF LEASE ASSOCIATED WITH THE GROUND LEASE(S) INCLUDED IN EXHIBITS "2", "3", AND "4"; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, The City of Tamarac has long had the vision of a Mixed -Use District, where residents would live, work and play; and WHEREAS, on July 10, 2013, the City of Tamarac entered into a Florida Land Trust Agreement with Alan J. Polin, P.A. ("Trustee") to serve as Trustee for the Tamarac Village Land Trust; and WHEREAS, on September 10, 2013, the City of Tamarac transferred sixteen (16) properties to the Tamarac Land Trust, said properties are located north of Commercial Boulevard along 57th Terrace between Pine Island Road and NW 94th Avenue -land WHEREAS, on December 11, 2013, the City transferred one additional parcel into the Tamarac Land Trust; and WHEREAS, Trustee took title to all Property in accordance with the provisions of Section 689.071, Florida Statutes and will hold the title in trust for the uses and purposes and subject to the terms and conditions of the Trustee Agreement; and WHEREAS, The City Commission approved Resolution R-2015-98 authorizing and directing Alan J. Polin, P.A. as Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 to execute a Ground Lease Agreement by and between Alan J. C Temp. Reso. #13133 Page 3 June 15, 2018 Polin, P.A. as Trustee and JKM Tamarac Village, LLC for the purpose of developing the Tamarac Village Property; and WHEREAS, JKM Tamarac Village, LLC approached the City requesting that the existing lease agreement be terminated in favor of three leases associated with each phase of the project; and WHEREAS, the terms and conditions of the original lease have been incorporated into the lease agreements incorporated herein and known as JKM TV MF1, LLC, (Exhibit 2), JKM TV MF2, LLC, (Exhibit 3), and JKM TV C, LLC, (Exhibit 4); and WHEREAS, as an inducement for the City to grant this request, JKM agreed to construct improvements on the two park parcels in the Tamarac Village area pursuant to conceptual designs developed by CPZ Architects to include an amphitheater, an interactive water feature and decorative walkway; and WHEREAS, The City Manager, the Director of Financial Services and the Director of Community Development recommend that a Co -Trustee of the Tamarac Land Trust be directed to execute the Termination of Ground Lease by and between Alan J. Polin, P.A. as Co -Trustee under the Tamarac Village Land Trust Agreement dated July 10, 2013 and JKM Tamarac Village, LLC dated October 15, 2015, as amended (Exhibit 1); and WHEREAS, The City Manager, the Director of Financial Services and the Director of Community Development recommend that a Co -Trustee of the Tamarac Land Trust be directed to execute the Ground Lease Agreement by and between Alan J. Polin, P.A. as Co -Trustee under the Tamarac Village Land Trust Agreement dated Temp. Reso. #13133 Page 4 June 15, 2018 July 10, 2013 and JKM TV MF1, LLC, (Exhibit 2), the Ground Lease Agreement by and between Alan J. Polin, P.A. as Co -Trustee under the Tamarac Village Land Trust Agreement dated July 10, 2013 and JKM TV MF2, LLC, (Exhibit 3), and the Ground Lease Agreement by and between Alan J. Polin, P.A. as Co -Trustee under the Tamarac Village Land Trust Agreement dated July 10, 2013 JKM TV C, LLC, (Exhibit 4) (the Ground Lease Agreements); and WHEREAS, The City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to authorize and direct a Co -Trustee for the Tamarac Village Land Trust to execute the Ground Lease Agreements for the development of Tamarac Village attached hereto and incorporated herein as Exhibits "2", "3", and "4". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA- SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this resolution. SECTION 2: That a Co -Trustee for the Tamarac Village Land Trust is HEREBY authorized and directed, pursuant to this resolution and that certain Florida Land Trust Agreement between Alan J. Polin, P.A. dated July 10, 2013, to execute the Termination of Ground Lease by and between Co -Trustee under the Tamarac Land Trust Agreement and JKM Tamarac Village, LLC, attached hereto and incorporated herein as Exhibit 1" Temp. Reso. #13133 Page 5 June 15, 2018 SECTION 3: That a Co -Trustee for the Tamarac Village Land Trust is HEREBY authorized and directed, pursuant to this resolution and that certain Florida Land Trust Agreement between Alan J. Polin, P.A. dated July 10, 2013, to execute the Ground Lease Agreement by and between Alan J. Polin, P.A. as Co -Trustee under the Tamarac Land Trust Agreement and JKM TV MF1, LLC, attached hereto and incorporated herein as Exhibit "2". SECTION 4: That a Co -Trustee for the Tamarac Village Land Trust is HEREBY authorized and directed, pursuant to this resolution and that certain Florida Land Trust Agreement between Alan J. Polin, P.A. dated July 10, 2013, to execute the Ground Lease Agreement by and between Alan J. Polin, P.A. as Co -Trustee under the Tamarac Land Trust Agreement and JKM TV MF2, LLC, attached hereto and incorporated herein as Exhibit "3". SECTION 5: That a Co -Trustee for the Tamarac Village Land Trust is HEREBY authorized and directed, pursuant to this resolution and that certain Florida Land Trust Agreement between Alan J. Polin, P.A. dated July 10, 2013, to execute the Ground Lease Agreement by and between Alan J. Polin, P.A. as Co -Trustee under the Tamarac Land Trust Agreement and JKM TV C, LLC, attached hereto and incorporated herein as Exhibit "4". SECTION 6: The City Manager is hereby authorized to periodically direct a Co -Trustee under the Tamarac Village Land Trust, to execute Memorandums of lease associated with the Ground Leases included in Exhibits 2, 3 and 4, and to amend the Ground Leases, from time to time, but only for minor non -monetary changes or modifications consistent with the tenor of the approval by this City Commission. ATT Temp. Reso. #13133 Page 6 June 15, 2018 SECTION 7: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 8: If any clause, section or other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 9: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this clay of �'— , 2018 1; RY DRESSLER, MAYOR T TEUFEL, C4AC' CITY CLERK Record of Commission Vote: MAYOR DRESSLER DIST 1: COMM. BOLTON TiVe DIST 2: V/M. GOMEZ DIST 3: COMM. FISHMAN DIST 4: COMM. PLACKO I HEREBY CERTIFY that I have approved this RESOLUTION as to form. SAMUEL S. GOREN, CITY ATTORNEY n Exhibit 1 TERMINATION OF GROUND LEASE THIS TERMINATION OF GROUND LEASE (the "Agreement") is dated as of June 2018 (the "Effective Date") by and between Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 (the "Landlord") and JKM Tamarac Village, LLC, a Florida limited liability company (the "Tenant"). WITNESSETH: WHEREAS, Landlord and Tenant are parties to that certain Ground Lease dated October 15, 2015 (the "Lease") for those certain premises as more particularly set forth in the Lease (the "Premises"); WHEREAS, Landlord and Tenant have mutually agreed that, notwithstanding anything contained in the Lease or otherwise to the contrary, the Lease shall terminate effective immediately pursuant to the terms of this Agreement. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows: 1. Recitals. The recitals above are true and correct and are incorporated into this Agreement by this reference. 2. Lease Termination. The Lease shall expire and be of no further force and effect as of the Effective Date. From and after the Effective Date, Tenant shall have no right, title or interest in or to the Premises. 3. Vacation of Premises. On or before the Effective Date, Tenant shall deliver the Premises to Landlord free and clear of all liens and encumbrances. 4. Voluntary Execution. The parties hereby acknowledge that they have read and understand this Agreement and that they sign this Agreement voluntarily, without coercion, and based upon their own judgment and not in reliance upon any representations or promises made by the other party other than those contained within this Agreement. The parties further agree that if any of the facts or matters upon which they now rely in making this Agreement hereafter prove to be otherwise, this Agreement will nonetheless remain in full force and effect. 5. Waiver, Amendment and Modification of Agreement. The parties agree that no waiver, amendment or modification of any of the terms of this Agreement shall be effective unless in writing and signed by all of the parties. No waiver of any term, condition or default of any term of this Agreement shall be construed as a waiver of any other term, condition or default. 6. Florida Law. The parties agree that this Agreement and its terms shall be construed under the laws of the State of Florida. Termination of Ground Lease Tamarac Village 7. Drafting. The parties agree that this Agreement shall be construed without regard to the drafter of the same and shall be construed as though each party to this Agreement participated equally in the preparation and drafting of this Agreement. 8. Counterparts. This Agreement may be signed in counterparts, and said counterparts shall be treated as though signed as one document. 9. Headings Are Not Controlling. The headings used in this Agreement are for the purpose of organization only and are not intended to inform, alter, or control the terms of this Agreement. 10. Severability. If for any reason whatsoever, any one or more of the provisions of this Agreement shall be held or deemed to be inoperative, unenforceable or invalid as applied to any particular case or in all cases, such circumstances shall not have the effect of rendering such provision invalid in any other case or of rendering any of the other provisions of this Agreement inoperative, unenforceable or invalid. 11. Attorneys' Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party in any such action shall be entitled to recover from the non -prevailing party its reasonable attorneys' fees, costs and necessary disbursements, in addition to any other relief to which it may be entitled. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Termination of Ground Lease Tamarac Village IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the date first above written. Alan J. Polin, P.A., as Co -Trustee under The Tamarac Land Trust Agreement dated July 10, 2013 By: Name:— Name: Title: TENANT: JKM Tamarac Village, LLC, k4- a Florida limited liability company Name: Av(,x*Y,6Teo(~t I t-IM 111 . Termination of Ground Lease Tamarac Village By: -JKM Tamarac Village Capital, LLC, .a Florida limited liability company, its Manager B //JohnY. Markey, Manager Exhibit 2 GROUND LEASE BY AND BETWEEN ALAN J. POLIN, P.A., AS CO -TRUSTEE UNDER THE TAMARAC LAND TRUST AGREEMENT DATED JULY 10, 2013 JKM TV MFl, LLC, A FLORIDA LIMITED LIABILITY COMPANY REGARDING PROPERTY TO BE KNOWN AS PARCEL D OF TAMARAC VILLAGE REPLAT APPROXIMATELY +/- 8.05 NET ACRES OF VACANT LAND AND IMPROVEMENTS LOCATED IN TAMARAC, BRO WARD COUNTY, FLORIDA Ground Lease Tamarac Village Multifamily Parcel 1 GROUND LEASE THIS GROUND LEASE (this "Lease") is made as of June J 0, 2018, between Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 ("Landlord"), and JKM TV MF1, LLC, a Florida limited liability company ("Tenant"). A. In consideration of the mutual agreements contained in this Lease, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, that certain real property located in Tamarac, Broward County, Florida, and being more particularly described in Exhibit "A" attached to this Lease, together with all appurtenant easements, rights and privileges (the "Premises" or the "Property"). The Premises are leased subject to the following (the "Permitted Encumbrances"): (a) rights of the public in streets and highways adjoining the Property, if any; (b) zoning and building laws, ordinances, resolutions and regulations; (c) real estate taxes and assessments for public improvements which are not delinquent and not yet due and payable, (d) set back lines, easements, rights of way, encroachments, boundary line disputes and other matters which would be disclosed by an accurate survey and inspection of the Property; (e) all easements, rights of way, agreements, covenants and restrictions of record which are acceptable to Tenant; and (f) any reservations, exceptions or other conveyances of oil, gas, or other minerals as exist of record. B. Subject to the terms and conditions of this Lease, Tenant intends to develop upon the Property a multi -family development (the "Project") anticipated to be based upon the new development site plan and related specifications set forth on Exhibit `B" (the "Master Site Plan"), consisting of a parcel containing approximately 211 residential dwelling units. It is anticipated that Tenant shall construct buildings and other improvements upon the Property (all such buildings and improvements constructed by Tenant or to be constructed by Tenant, but not any improvements existing as of the Effective Date of this Lease, are herein referred to as the "Improvements"). In consideration of the foregoing, of the covenants and provisions contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: SECTION 1. Term 1.1 Effective Date. The Effective Date of this Lease shall be the date upon which the last party to this Lease, be it Landlord or Tenant, fully executes it. 1.2 Commencement Date. Commencement Date shall mean the Effective Date of this Agreement. 1.3 Term. The term of this Lease shall commence as of the Commencement Date and shall end upon the expiration of the ninety-ninth (99t) year following the Commencement Date, unless sooner terminated, including pursuant to the exercise of any option provided for under this Lease. Ground Lease Tamarac Village Multifamily Parcel 1 SECTION 2. Payments 2.1 Deposits. 2.1.1 Lease Deposit Requirements. Tenant has deposited with PG Law, as escrow agent ("Escrow Agent"), the sum of Nine Hundred Ninety -Nine Thousand Eight Hundred and 00/100 Dollars ($999,800.00) (the "Lease Deposit") which is held in Escrow Agent's IOTA trust account with Chase Bank, NA ("Trust Account") in accordance with the terms of this Lease. The Lease Deposit is refundable only upon a default by Landlord under the terms of this Lease, which default continues beyond any applicable grace or cure period. 2.1.2 Treatment of Deposits. Within five (5) business days after the Effective Date, Escrow Agent shall deliver the Lease Deposit to Landlord, and as a result thereof, the Lease Deposit shall thereafter be non-refundable for any reason other than as a result of a default by Landlord under this Lease. 2.2 Rent. Tenant shall pay Landlord as annual rent (the "Rent") for the Property a payment of $100.00, payable in arrears on or before each anniversary of the "Commencement Date". SECTION 3. Site Analysis Period 3.1 Intentionally Omitted. 3.2 Intentionally Omitted. 3.3 Intentionally Omitted. 3.4 Intentionally Omitted. 3.5 Intentionally Omitted. 3.6 Intentionally Omitted. 3.7 CDD. As of the Effective Date, the Tenant shall be entitled to have one (1) individual whom it shall designate appointed to the Tamarac Village Community Development District Board of Supervisors. The Landlord agrees not to oppose any of Tenant's proposed appointments and Landlord further represents that it will take all appropriate action necessary, including resignations, to effectuate and allow for the appointment to the Tamarac Village Community Development District Board of Supervisors of Tenant's designated individual. 3.8 Lease Conditions. Notwithstanding anything to the contrary in this Lease, the terms and conditions of this Lease shall not become effective unless and until: 2 Ground Lease Tamarac Village Multifamily Parcel 1 (a) The Title Company is prepared to and will issue on the Commencement Date at Tenant's expense, the Leasehold Title Policy to Tenant insuring Tenant's leasehold interest in the Property, free and clear of all liens and encumbrances. (b) Tenant has secured all Approvals in substantial conformance with the Site Plan. (c) Intentionally Omitted. (d) Intentionally Omitted. (e) Intentionally Omitted. 3.9 Intentionally Omitted. 3.10 Permitted Use. Tenant shall develop the Premises for a multi -family development consisting of a parcel containing approximately 211 residential dwelling units and related residential uses and any other lawful use consistent with the City's Land Development Regulations and as further defined in an approved Planned Development Agreement. 3.11 Bonds. Tenant shall use commercially reasonable efforts to cause Landlord to be named as an additional obligee (subordinate to any construction lender) on any payment or performance bond issued with respect to construction of improvements. Prior to the issuance of a building permit, Tenant will obtain a surety bond (a) for any and all improvements which may be required within dedicated rights of way and/or public facility easements, and (b) for all public works pursuant to section 255.05 Florida Statutes, as same may be amended from time to time. 3.12 Reports. Tenant agrees to provide Landlord with accurate and reasonably complete quarterly (during design and construction) written updates "Progress Reports" regarding its progress and construction activities in substantially the same form as provided to Tenant's lenders and/or financial partners, including any third party reports (such as from engineers, etc.), but excluding any financial data, commencing on the first day of the month three (3) months subsequent to the Commencement Date. These reports shall be delivered to the Landlord or his designee. Thereafter, the Progress Reports shall be due on the 30t' day of each calendar quarter (i.e., January 30, April 30, July 30, and October 30) on a quarterly basis. The provision of information and materials under this Section is intended solely for informational purposes to allow Landlord to monitor the progress of Development and compliance with this Lease in an efficient fashion and not for purposes of consent or approval; in connection therewith, no more than once per calendar quarter following the delivery of any Progress Report, Landlord (or his designees) may arrange to review with Tenant certain additional information in support of the Progress Report. Any failure to timely provide a Progress Report shall result in Tenant owing, as additional rent, a fee in the amount of Five Hundred Dollars and 00/100 ($500.00) per day until such time as Tenant has provided the applicable Progress Report; if applicable, Tenant shall promptly pay such amount following receipt of written request from Landlord for such payment. 3 Ground Lease Tamarac Village Multifamily Parcel 1 SECTION 4. Title and Title Insurance 4.1 Title Commitment. Tenant has obtained, at Tenant's sole cost and expense, a commitment for an ALTA owner's title insurance policy in an amount equal to the Sales Price for months 1 through 30 as set forth in Section 21.3.3 (the "Title Commitment") issued by Escrow Agent, as agent on behalf of Chicago Title Insurance Company (the "Title Insurance Company"), together with a legible copy of each document described on Schedule B, Section II thereof. 4.2 Status of Title. and in accordance with the Option afforded Tenant as set forth herein, as applicable, Landlord agrees: (i) upon execution of this Lease, to convey to Tenant the leasehold interest in the Property and (ii) in accordance with the Option afforded Tenant as set forth in this Lease, to convey to Tenant, in each case, free and clear of all liens and encumbrances other than any liens and encumbrances set forth in the Title Commitment (the "Permitted Title Exceptions"). 4.3 Intentionally Omitted. 4.4 Intentionally Omitted. SECTION 5. Repair and Maintenance 5.1 Tenant's Obligations. Tenant has accepted the Property in its "as is" condition, subject, however, to those specific representations and warranties made by Landlord and Landlord's indemnification obligations set forth in this Lease Agreement. Throughout the Term, Tenant, at its sole cost and expense, shall keep and maintain all of the Property, including all of the Improvements, in good repair and condition and shall make all repairs, replacements and renewals, foreseen or unforeseen, ordinary or extraordinary, necessary to put or maintain the Property in such state of repair and condition; for the avoidance of doubt, Tenant shall have no obligations to maintain any right-of-way or improvements located within any right-of-way. 5.2 Landlord's Obligations. Landlord shall not be required to maintain, repair or rebuild all or any part of the Property (other than any right-of-way or improvements located within any right-of-way). Tenant waives the right to (a) require Landlord to maintain, repair or rebuild all or any part of the Property (other than any right-of-way or improvements located within any right-of-way), or (b) make repairs at the expense of Landlord pursuant to any legal requirement, contract, easement, covenant, condition or restriction at any time in effect. In addition, Tenant shall keep the Property in a safe and sanitary condition as required by all applicable governmental laws, codes, and regulations. SECTION 6. Compliance With Laws; Hazardous Waste 6.1 Compliance with Laws. During the term hereof, Tenant shall comply with and cause the Property to be in compliance with (i) all laws, ordinances and regulations, and other governmental rules, orders and determinations, whether or not presently contemplated (collectively, "Legal Requirements") applicable to the Property or the 4 Ground Lease Tamarac Village Multifamily Parcel 1 uses conducted on the Property, (ii) the provisions of any insurance policies required to be maintained by Tenant with respect to the Property, and (iii) the terms of any easements, covenants, conditions and restrictions affecting the Property which are Permitted Encumbrances or are created after the date of this Lease. If any additions, alterations, changes, repairs or other work of any nature, structural or otherwise, shall be required or ordered or become necessary at any time during the Term because of any of these requirements, the entire expense of the same, irrespective of when the same shall be incurred or become due, shall be the sole liability of Tenant. 6.2 Hazardous Substances. 6.2.1 Compliance. Tenant shall not cause or permit any Hazardous Substance (as hereinafter defined) to be brought, kept or used in or about the Property by Tenant, its subtenants, agents, employees, contractors, or invitees except in commercial quantities similar to those quantities usually kept on similar premises by others in the same business or profession. Tenant shall store, use and dispose of such materials in compliance with all applicable federal, state and local laws, including, without limitation, Applicable Environmental Law (as hereinafter defined). If any Hazardous Substance which is found, kept or brought on, in or under the Property during the Term is released or otherwise results in any contamination of the Property or any adjoining property or the air, soil, surface water or ground water, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the affected area(s) to the condition existing prior to the introduction of any such Hazardous Substance, including, without limitation, any investigation or monitoring of site conditions or any clean up, remediation, response, removal, encapsulation, containment or restoration work required because of the presence of any such Hazardous Substance on, in or under the Property or any release or suspected release or threat of release of any such Hazardous Substance in the air, soil, surface water or ground water (collectively, the "Remedial Work"). Tenant shall obtain all necessary licenses, manifests, permits and approvals to perform the Remedial Work. Tenant shall perform all Remedial Work and the disposal of all waste generated by the Remedial Work in accordance with all Applicable Environmental Law. 6.2.2 Tenant Responsibility. Without limiting the generality of the foregoing or any other provision of this Lease, Tenant shall be solely and completely responsible for responding to, defending against and/or complying with any administrative order, request or demand relating to potential or actual contamination on the Property or release of any Hazardous Substance into any adjoining property or the air, soil, surface water or ground water, or third party claims (including the claims of current or future subtenants in the Property, or other tenants or subtenants in units or parcels adjoining or near the Property) for Remedial Work or for the costs of any such Remedial Work or for the costs of any such Remedial Work which the third -party claimant has undertaken, whether such order, request, demand or claim names Landlord, Tenant or both, or refers to the property in any way, except where the 5 Ground Lease Tamarac Village Multifamily Parcel 1 contamination was caused solely by Landlord. The responsibility conferred under this paragraph includes but is not limited to responding to such orders, requests, demands and claims on behalf of Landlord and defending against any assertion of Landlord's financial responsibility or individual duty to perform thereunder. 6.2.3 Tenant Acts. Tenant shall indemnify, save harmless and defend Landlord from and against any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of the Premises and sums paid in settlement of claims, attorney's fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Landlord during or after the Term as a result of the presence of any Hazardous Substance on, in or under the Property or any release of any Hazardous Substance into the air, soil, surface water or ground water, which Hazardous Substance was brought, kept or used by Tenant in or about the Property at any time during the Term or any extension thereof. Tenant shall assume, pursuant to the foregoing indemnity, any liabilities or responsibilities which are assessed against Landlord in any action described under this Section 6.2.3 and under Section 6.2.2 above. Tenant shall provide to Landlord copies of all communications, filings or other writings, photographs or materials given to or received from any person, entity or agency in connection with any cleanup or Remedial Work conducted by Tenant, and shall notify Landlord of, and permit Landlord's representative to attend any meetings or oral communications relating thereto. 6.2.4 Landlord Acts. Subject to Section 768.28 of the Florida Statutes, Landlord shall indemnify, save harmless and defend Tenant and any member, manager, officer, director, partner or shareholder of Tenant from and against any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of Tenant's leasehold estate and sums paid in settlement of claims, attorney's fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Tenant during or after the Term as a result of the presence of any Hazardous Substance, which is brought, kept or used on, in or about the Property during the term of this Lease by Landlord, its agents, employees, contractors or invitees or which existed on, in, or about the Property as of the Effective Date. 6.2.5 Survival. The obligations of Tenant and the indemnities set forth in this Section 6 shall survive the termination or expiration of this Lease. 6 Ground Lease Tamarac Village Multifamily Parcel 1 6.2.6 Notwithstanding the warranties set forth above, Landlord makes and shall make no warranty regarding the title to the Property except as to any warranties which will be contained in the instruments to be delivered by Landlord should the Tenant exercise the option to purchase the Property in accordance with this Lease, and Landlord makes and shall make no representation or warranty either expressed or implied (except as specifically set forth in the Lease) regarding condition, operability, safety, fitness for intended purpose, use, governmental requirements, development potential, utility availability, legal access, economic feasibility or any other matters whatsoever with respect to the Property. The Tenant specifically acknowledges and agrees that Landlord shall lease to the Tenant and Tenant agrees and acknowledges that it shall lease the Property on an "AS IS, WHERE IS, AND WITH ALL FAULTS" basis and that, except for the Landlord's representations and warranties specifically set forth in this Agreement, Tenant is not relying on any representations or warranties of any kind whatsoever, express or implied, from Landlord its agents, officers, or employees, as to any matters concerning the Property including, without limitation, any matters relating to (1) the quality, nature, adequacy, or physical condition of the Property, (2) the quality nature, adequacy or physical condition of soils, fill, geology, or any groundwater, (3) the existence, quality, nature, adequacy or physical condition of utilities serving the Property, (4) the development potential, income potential, expenses of the Property, (5) the Property's value, use, habitability, or merchantability, (6) the fitness, suitability, or adequacy of the Property for any particular use or purpose, (7) the zoning or other legal status of the Property, (8) the compliance of the Property or its operation with any applicable codes, laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives, decisions, guidelines, conditions, or restrictions of any governmental or quasi -governmental entity or of any other person or entity, including, without limitation, environmental person or entity, including without limitation, environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any other hazardous or toxic matter on, under, or about the Property or adjoining or neighboring property, (10) the freedom of the Property from latent or apparent vices or defects, (11) environmental matters of any kind or nature whatsoever relating to the Property, (12) any development order or agreement, or (13) any other matter or matters of any nature or kind whatsoever relating to the Property. 6.2.7 Notwithstanding the disclaimers set forth in Section 6.2.6, during the term of this Lease, Tenant shall, and may peacefully have, hold and enjoy the Premises against all persons claiming by, through or under Landlord, subject to the other terms hereof, provided that Tenant pays all rent and other sums required under this Lease to be paid by Tenant and performs all of Tenant's covenants and agreements herein contained. 6.3 Hazardous Waste Definition. As used herein, the term "Hazardous Materials" means (i) those substances included within the definitions of "hazardous substances", "hazardous materials", "toxic substances" or "solid waste" in the Comprehensive 7 Ground Lease Tamarac Village Multifamily Parcel 1 Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §960 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S. C. §1801 et seq., or the Clean Water Act, 33 U.S.C. §1321 et seq., as amended, and in the regulations promulgated pursuant thereto; (ii) those substances listed in the United States Department of Transportation Table (49 CFR §172.101) or by the Environmental Protection Agency as "hazardous substances", "hazardous materials", "toxic substances" or "solid waste", m such other substances, materials and wastes which are regulated, or classified as hazardous or toxic, under applicable local, state or federal laws, ordinances or regulations; and any material, waste or substance which is petroleum, asbestos, polychlorinated, biphenyls, flammable explosives or radioactive materials. SECTION 7. Mechanics' Liens 7.1 Limitation of Lien Rights. Pursuant to Florida Statutes Section 713.10, any and all liens or lien rights shall extend to and only to the right, title, and interest of Tenant in the Project, Improvements, Property, and this Lease. 7.2 Impact of Liens on Landlord's Interest. The right, title, and interest of Landlord in the Property and this Lease shall not be subject to liens or claims of liens for improvements made by Tenant. Nothing contained in this Lease shall be deemed or construed to constitute the consent or request of Landlord, express or implied, by implication or otherwise, to any contractor, subcontractor, labor, or materialman for the performance of any labor or the furnishing of any materials for any specific improvement of, alteration to the Property, any Improvements, or any part thereof, nor as giving Tenant, any lender, subtenant, lessee, or sublessee any right, power or authority to contract for, or permit the rendering of, any services or the furnishing of materials that would give rise to the filing of any lien, mortgage, or other encumbrance against landlord's interest in the Property, or any part thereof, or against any assets of Landlord, or against Landlord's interest in any rent or other monetary obligations of Tenant under this Lease, or any other rights whatsoever with respect to this Lease. 7.3 Notice. Notice is hereby given, and Tenant shall cause all construction agreements entered into between Tenant and any general contractor or other contractor in privity with Tenant to provide that: (a) Landlord shall not be liable for any work performed or to be performed at the Property, or any part thereof, for Tenant, any lender, subtenant, lessee, or sublessee, or for any materials furnished or to be furnished to the Property, or any part thereof, for any of the foregoing; and (b) No mechanic's, laborer's, vendor's, materialmen's, or other similar statutory lien for such work or materials shall be attached to or affect Landlord's interest in the Property, or any part thereof, or any assets of Landlord, or any interest of Ground Lease Tamarac Village Multifamily Parcel 1 Landlord's in any rent or other monetary obligations of Tenant under this Lease, or any other rights whatsoever with respect to this Lease. 7.4 Contesting Liens. If Tenant desires to contest any such lien prohibited by this Section 7, it shall notify Landlord of its intention to do so within ten (10) business days after the filing of such lien. In such case, Tenant, at Tenant's sole cost and expense, shall protect Landlord by a good and sufficient bond against any such lien in any cost, liability, or damage arising out of such contest. The lien, if Tenant timely provides the bond described above, shall not be considered a default hereunder. In the event of any such contest, Tenant shall protect and indemnify Landlord against all loss, expense and damage resulting therefrom. 7.5 Restatement. The terms of this Section 7 will be restated in the Memorandum of Lease in sufficient detail to satisfy the requirements of Section 713.10, Florida Statutes. SECTION 8. Payment of Costs Regarding the Property 8.1 Taxes; Assessments; etc. This Lease is a triple net lease. Accordingly, Tenant shall pay, prior to delinquency: any and all taxes, assessments, levies, fees, fines, penalties and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen subsequent to the Effective Date, which are during the Term hereof imposed or levied upon or assessed against (a) the Property, (b) the Improvements on the Property, or (c) this Lease, the leasehold estate hereby created or which arises in respect of the operation, possession or use of the Property. Tenant shall deliver to Landlord proof of payment of taxes required to be paid by Tenant hereunder. If Tenant fails to pay any of the foregoing before they become delinquent, Landlord, after notice to Tenant, may pay such delinquent taxes, assessments, levies, fees, fines, penalties and governmental charges, and all expenditures and costs incurred thereby shall be payable as additional rent hereunder within Thirty (30) calendar days after such notice to Tenant, If the Premises or any portion thereof are included in a tax parcel with other properties, Tenant shall be responsible for only that portion of taxes and assessments allocated to the Premises, as determined in Landlord's reasonable judgment. Landlord shall furnish to Tenant copies of tax bills together with statements of the amount due from Tenant. Tenant shall pay these amounts to Landlord within Thirty (30) calendar days after receipt of Landlord's statement. Tenant's obligations under this Section shall survive the expiration or termination of this Lease. Tenant may, if it desires, contest the validity or amount of any such tax, in which event, Tenant shall pay to the applicable taxing authority at least the minimum amount required in order to contest such tax obligation, in which case Tenant may subsequently seek a refund upon a favorable determination or shall otherwise remit to the applicable taxing authority the unpaid balance, if any, following an unfavorable determination. Tenant shall not be deemed in default under this Lease during the pendency of any contest with respect to any tax which is the subject of such contest. 9 Ground Lease Tamarac Village Multifamily Parcel 1 8.2 Utilities. Tenant, at its sole cost and expense, shall obtain and promptly pay for all utility services furnished to or consumed on the Property, including, but not limited to, electricity, gas, water, sewer, heat, telephone, cable, internet, telecommunication, garbage collection, and all charges related to any of these services. 8.3 Triple Net Lease. This Lease is a "triple net" lease. Tenant shall pay all rent and all other charges due under this Lease without notice or demand and free from any charges, taxes, assessments, impositions, claims, damages, expenses, deductions, set- offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the rent and all other charges payable by Tenant shall continue to be payable in all events, and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Lease. Except as otherwise specifically provided in this Lease, Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Property. SECTION 9. Insurance 9.1 Liability Insurance. As of the Effective Date, Tenant shall provide and keep in force, at its sole cost and expense, with responsible insurance companies reasonably acceptable to Landlord, comprehensive general liability insurance covering the Property and providing coverage with maximum limits of liability of not less than One Million Dollars ($1,000,000) for personal injury to or death of any one person, Two Million Dollars ($2,000,000) for personal injury to or death of any group of persons as a result of one accident, and One Million Dollars ($1,000,000) for property damage. Such policy shall name Landlord as an additional insured. 9.2 Casualty Insurance. Tenant, at its sole expense, shall keep all Improvements on the Premises insured against loss by fire and all of the risks and perils usually covered by an "all risk" endorsement to a policy of fire insurance upon property comparable to the Improvements, including vandalism and malicious mischief endorsements, in an amount equal to at least eighty percent (80%) of the replacement cost of the Improvements. Tenant shall furnish to Landlord evidence of coverage and any renewals or replacements of this insurance. Landlord shall be named an additional insured under this policy. Landlord, however, waives all rights and disclaims any interest in any insurance adjustments and settlements with respect to damage to the Improvements unless this Lease is terminated, in which event the proceeds shall be paid to Landlord. 9.3 Evidence of Insurance. Prior to Tenant taking possession of the Premises, Tenant shall provide satisfactory evidence of all required insurance to Landlord, in the form of either: (a) a certificate of insurance; or (b) a certified copy of the actual insurance policy. All insurance policies must specify that they are not subject to cancellation or non -renewal without a minimum of Ten (10) calendar days of notification to Tenant. Tenant shall, in addition to any other obligation to indemnify the Landlord and to the 10 Ground Lease Tamarac Village Multifamily Parcel 1 fullest extent permitted by law, protect, defend, indemnify and hold harmless the Landlord, their agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Tenant , anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the obligations under the Lease; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Tenant in the performance of the obligations under the Lease; or c). liens, claims or actions made by the Tenant or any subcontractor under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any cost of expenses, including attorney's fees, incurred by the Landlord to enforce this Lease shall be borne by the Lessee. 9.4 Upon expiration of this Lease, or the completion of all obligations and duties provided for in this Lease, or in the event of termination of this Lease for any reason, the terms and conditions of this Article shall survive indefinitely. 9.5 The Tenant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 9.6 Landlord reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all reasonable costs and fees associated therewith shall be the responsibility of Tenant under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive Landlord's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 9.7 The Tenant shall insure that it provides all insurance coverages as required in the Insurance Requirements which is attached hereto as Exhibit "C", and incorporated herein by reference. At all times during the term of this Lease, Tenant shall at a minimum maintain the coverages described on Exhibit "C", but if the coverages required by any mortgage lender to Tenant are more comprehensive or require higher policy limits, then this Lease shall be deemed to require the types of coverage and limits then required by Tenant's mortgage lender. 9.8 The Tenant shall maintain such insurance in full force and effect during the term of this Lease, including any renewal terms. The Tenant shall provide to the Landlord's Risk Manager current certificates of all insurance required under this section prior to beginning any work under this Lease. No material change or cancellation of any policies shall be made by the Tenant unless the Tenant has first provided the Landlord with written notice of the change or cancellation no less than thirty (30) calendar days prior to the effective date of cancellation or change. 11 Ground Lease Tamarac Village Multifamily Parcel 1 9.9 Tenant shall provide that the insurance company issuing the insurance policy or policies shall not have the right of subrogation against the Landlord. On or before the Commencement Date of this Lease, and thereafter not less than fifteen (15) calendar days prior to the expiration dates of said policy or policies, Tenant shall provide copies of policies or certificates of insurance evidencing coverages required by this Lease. The insurance required under this Lease shall be issued by insurance companies authorized to do business in the State of Florida with a financial rating of at least an "A-VII" as rated in the most recent edition of Best's Insurance Reports or a rating agency of equal legal and business strength and reputation (the "Insurance Period"). 9.10 Tenant shall indemnify and save the Landlord harmless from any claim, damage, loss, or suit resulting to the Landlord, its agents, employees, officials, and representatives as a result of Tenant's or any of its subcontractors failure to obtain or maintain such insurance. 9.11 Tenant shall be responsible for the payment of all deductibles and self-insurance retentions. The Landlord may require that the Tenant purchase a bond to cover the full amount of the deductible or self -insured retention. 9.12 Any covered or insured loss shall be payable notwithstanding any act or negligence of the Tenant, or the Landlord, which might otherwise result in the forfeiture of said insurance. 9.13 The amounts of insurance coverage required herein shall be reviewed on an annual basis to ensure insurance coverage required hereunder satisfies all legal requirements imposed upon Landlord or otherwise, and to ensure that Tenant has insurance in place which satisfies at a minimum the requirements attached hereto as Exhibit "C", or such additional coverages and/or higher policy limits as may then be required by any mortgage lender to Tenant. 9.14 Tenant shall maintain at all times insurance covering all of the items included in Tenant's improvements, infrastructure, appurtenances, and related trade fixtures and personal property, from time to time in or upon the Property, and alterations, additions or changes made by Tenant in an amount not less than eighty (80%) percent of their full replacement cost as determined from time to time by the Landlord during the Term, providing protection against vandalism and malicious mischief. SECTION 10. Financing 10.1 Tenant's Financing. Tenant shall have the right during the Term to subject the Improvements and Tenant's leasehold interest in the Premises to one or more mortgages, deeds of trust, assignments of lease, security agreements or other methods of financing or refinancing (a "Mortgage," any holder of which is called a "Mortgagee"), or to any one or more extensions, modifications or renewals or replacements of a Mortgage. Tenant shall immediately notify Landlord in writing of the name and address of any Mortgagee. 12 Ground Lease Tamarac Village Multifamily Parcel 1 10.2 At such time as Tenant receives a loan commitment or other evidence of a loan which it intends to accept, Tenant shall provide to Landlord within Ten (10) days of Landlord's written request a copy of such loan commitment or other evidence. SECTION 11. Rights of Mortgagee 11.1 Notice to Mortgagee. If Tenant shall be in default under this Lease, and the applicable grace period for cure by Tenant shall have expired, Landlord shall send a copy of the written notice of the default to Mortgagee at its address as provided in writing to Landlord by Tenant. Mortgagee shall have thirty (30) calendar days after delivery of the written notice from Landlord within which to cure or remove the default, and if the default cannot with diligence be cured within the thirty (30) calendar day period, then Mortgagee shall have a reasonable time thereafter but not to exceed sixty (60) calendar days to effect such cure, provided that Mortgagee promptly commences to cure the same and thereafter pursues the curing of the default with diligence. Notwithstanding any other provision of this Lease, at any time when any Mortgage is in effect, Landlord shall not have any right pursuant to this Lease or otherwise to terminate this Lease due to Tenant's default unless Landlord shall have first given a copy of the written notice of default to Mortgagee and unless Mortgagee shall have failed to cure or remove, or cause to be cured or removed, the default, within the time required by this Section 11. 11.2 Acceptance of Cure. Subject to the terms of an agreed upon subordination agreement between Landlord and any Mortgagee, Landlord will accept a timely and complete performance by Mortgagee of any covenant, agreement or obligation of Tenant contained in the Lease with the same effect as though performed by Tenant. 11.3 New Lease. If this Lease is terminated for any reason, including, but not limited to any termination following Mortgagee's failure to cure a default as permitted in Section 11.1, or in the event of the rejection or disaffirmance of this Lease pursuant to bankruptcy laws or other laws affecting creditors' rights, Landlord will enter into a new lease of the Property with Mortgagee, or with any affiliated party of Mortgagee designated by the Mortgagee, within 30 days after the request of Mortgagee referred to below. The new lease shall be effective as of the date of termination, rejection or disaffirmance of this Lease and shall be upon the same terms and provisions contained in this Lease (including the amount of rent and other sums due from Tenant hereunder and including all rights and obligations with respect to the Option described herein). In order to obtain a new lease, Mortgagee must make a written request to Landlord for the new lease within 30 days after Mortgagee is notified of the effective date of termination, rejection or disaffirmance of the Lease, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Mortgagee or the affiliated party of Mortgagee designated by Mortgagee as tenant. In addition, Mortgagee shall cure all defaults under the Lease that can be cured by the payment of money and pay to Landlord all rent and other sums that would have been due and payable by Tenant under this Lease but for the rejection, disaffirmance or termination. Any new lease made pursuant to this Section 11.3 shall be senior and superior to any other encumbrances on the 13 Ground Lease Tamarac Village Multifamily Parcel 1 Property. Mortgagee's rights under this Section 11.3 are in addition to, and not limited by, Mortgagee's right to cure under Section I I. I. From the effective date of termination, rejection or disaffirmance of this Lease to the date of execution and delivery of such new lease or the expiration of the period during which Mortgagee may make a request, Mortgagee may, upon payment of the rent and any other sums as may be due from Tenant, use and enjoy the leasehold estate created by this Lease without hindrance by Landlord. 11.4 Delay for Foreclosure. If Landlord has given Mortgagee notice of Tenant's default under Section 11.1 and Mortgagee desires to cure Tenant's default but is unable to do so while Tenant is in possession of the Property, or if Landlord has elected to terminate this Lease and Mortgagee desires to obtain a new lease pursuant to Section 11.3 but has not yet acquired Tenant's leasehold interest in this Lease, then Mortgagee shall have the right to postpone the specified date for effecting a cure of this Lease but in no event shall that postponement exceed Ninety (90) calendar days or obtaining a new lease for a period reasonably sufficient to enable Mortgagee or its designee to acquire Tenant's interest in this Lease by foreclosure of its Mortgage or otherwise, as long as Mortgagee pays Landlord the rent and other sums due under this Lease during the postponement. Mortgagee shall exercise the right to extend the cure period or the date for obtaining a new lease by giving Landlord written notice at least three (3) calendar days prior to the last date that Landlord would otherwise be entitled to elect a cure or obtain a new lease and by tendering to Landlord any rent and other charges then in default. 11.5 No Surrender. If any Mortgage is in effect, Landlord will not accept a voluntary surrender of this Lease. 11.6 Obligations regarding Covenants. The provisions of this Section 11 are for the benefit of Mortgagee and may be relied upon and shall be enforceable by any Mortgagee. Neither Mortgagee nor any other holder or owner of the indebtedness secured by the Mortgage or otherwise shall be liable upon the covenants, agreements or obligations of Tenant contained in this Lease, unless and until Mortgagee or that holder or owner acquires the interest of Tenant. 11.7 Certain Conditions; Rights of Landlord. In order for any Mortgagee to be entitled to the benefits provided by this Section 11.7, the Mortgagee must expressly agree in a written agreement with Landlord in recordable form as follows: (i) that the Mortgagee will give Landlord notice of any default by Tenant under such Mortgage, and that Landlord will have the option, but not the obligation, to exercise either of the following rights within thirty (30) calendar days after receipt of such notice: (A) Landlord may cure said default within such 30-calendar day period if it shall so choose, unless such default is of such a nature that it cannot be completely cured within such 30-calendar day period, in which event Landlord shall have such longer period as shall be reasonably necessary to cure such default if Landlord shall so choose, provided Landlord commences such cure with such 30-day period and thereafter diligently prosecutes such cure to completion, or (B) Landlord may purchase the outstanding loan secured by the Mortgage and all related documents by 14 Ground Lease Tamarac Village Multifamily Parcel 1 giving the Mortgagee written notice of its intent to do so within such 30-day period; (ii) the purchase price for the loan shall be the total of (A) the outstanding principal balance of the loan as accelerated, (B) all accrued but unpaid interest, (C) all costs incurred by Mortgagee in connection with any of its attempts to collect the loan and enforce its remedies, including reasonable attorneys' fees and other costs in connection with preparation for foreclosure, and (D) all other amounts due and owing under the loan documents; provided, however, the purchase price shall not include any prepayment penalties or fees; and (iii) the transfer of the loan to Landlord will be without recourse. Tenant hereby consents to any cure by Landlord of any default by Tenant under a Mortgage. Tenant shall reimburse Landlord for all payments, costs and expenses made, paid or incurred, together with interest thereon (which payments costs, expenses and interest shall be considered additional rent hereunder), by Landlord in connection with the cure of any such default or the acquisition of any loan by Landlord, including attorney's fees, immediately upon receipt of Landlord's written demand for reimbursement. SECTION 12. Casualty 12.1 Duty to Repair. Except as otherwise provided in this Section 12 and subject to the terms and conditions of any Mortgage, if the Improvements or any part thereof shall be damaged or destroyed by any casualty or cause whatsoever, Tenant shall within five (5) calendar days after Tenant becomes aware that any casualty to the Improvements or any part thereof is of a material nature give written notice thereof to Landlord, and Tenant shall be responsible to restore, repair, or rebuild the Improvements to substantially the same condition that existed prior to such damage or destruction. Tenant shall commence reconstruction, repair, restoration, or rebuilding of the damaged or destroyed portion within thirty (30) calendar days following the later to occur of (i) the date when Tenant may commence repairs on the damaged Improvements after having satisfied all requirements with respect to the inspections and investigations required in connection with the claims procedures required by any insurer in connection with any applicable insurance policies, and (ii) receipt of all permits and approvals required to be obtained from applicable authorities in connection with the restoration of the Improvements, and thereafter Tenant shall diligently pursue the same to completion. 12.2 Tenant's Election to Terminate. In case of any damage or destruction occurring in the last 10 years of the Term or the renewal term rendering the project untenable, Tenant may, at Tenant's option, by notice in writing given Landlord within thirty (30) calendar days after the occurrence of such damage or destruction, elect to terminate this Lease. This Lease shall then terminate on the date specified in the notice, except as provided below and except with respect to obligations and liabilities of Landlord and Tenant under this Lease that have arisen on or before such date of termination. In the event of termination, the insurance proceeds payable in connection with the damage or destruction of the Improvements shall be payable to the Mortgagee in the event that a Mortgage is in effect, with the balance payable to Landlord. In no event shall Landlord be entitled to any proceeds or compensation awarded for Tenant's lost profits under any policy of insurance maintained by Tenant. Upon this termination, 15 Ground Lease Tamarac Village Multifamily Parcel 1 regardless of the amount of proceeds available, Tenant shall satisfy and cause to be released any mortgages (including any Mortgage), liens or other encumbrances placed or suffered to be placed on the Premises by Tenant. In addition, Tenant shall do any work (e.g. demolition) necessary that the Premises will be surrendered to Landlord in safe and proper condition. 12.3 Landlord's Election to Terminate. Tenant's failure to commence its repair, restoration, rebuilding, or reconstruction of the Improvements in accordance with this Section 12, shall, unless such failure is due to circumstances which are beyond the control of Tenant, be deemed a default under this Lease. 12.4 Payment of Proceeds. Subject to the terms and conditions of any Mortgage, all insurance proceeds paid on account of such damage or destruction, less the reasonable cost, if any, incurred in connection with adjustment of the loss and the collection thereof, shall be paid to Tenant and are to be applied solely to the payment of the costs of the aforesaid restoration, repair, rebuilding or reconstruction, including the cost of temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, rebuilding, or reconstruction. Following completion of the restoration or repair work, any balances of the insurance money paid to Tenant shall be retained by Tenant. 12.5 No Abatement. No destruction of or damage to the Improvements by fire or any other casualty or cause shall relieve Tenant from any term or provision of this Lease. Except as set forth herein, Tenant waives any rights now or hereafter conferred upon it by statute or other applicable law to terminate or surrender this Lease or the Improvements or any part thereof, or to any suspension, diminution, abatement or reduction of rent on account of any such destruction or damage. If the Improvements shall be damaged or rendered wholly or partially untenantable by fire or other casualty during the Term, no rent shall abate during such period, whether the Property is tenantable or not. SECTION 13. Condemnation 13.1 Participation in Proceedings. In the event that the Premises in whole or in any part, shall be taken in condemnation proceedings or by exercise of any right of eminent domain or by agreement between Landlord, Tenant, and those authorized to exercise such right (any such matters being herein referred to as a "Taking"), Landlord, Tenant, and any person having an interest in the award or awards, including, without limitation, any Mortgagee, shall have the right to participate in any such condemnation proceedings or agreement for the purpose of protecting their interests hereunder. Each party so participating shall pay its own expenses therein. 13.2 Effect of Taking; Termination of Lease. If at any time during the Term or the renewal term of this Lease there shall be a Taking of substantially all of the Premises, this Lease shall terminate and expire on the date of such Taking. For the purpose of this Article, "substantially all of the Premises" shall be deemed to have been taken if the Taking would result in fifty-one percent (51%) or more of the Improvements 16 Ground Lease Tamarac Village Multifamily Parcel 1 being removed or rendered unusable, or if the portion of the Improvements so taken, in Tenant's reasonable judgment, would render the remainder of the Improvements insufficient for the economic and feasible operation thereof by Tenant. 13.3 Allocation of Proceeds. Any award or compensation paid on account of any Taking shall be paid to Tenant; provided, however, to the extent such award or compensation is required to be paid to a Mortgagee pursuant to a Mortgage, Tenant's share of such award or compensation shall be paid to such Mortgagee. 13.4 Continuation of Lease After Taking. If any Taking shall not be of substantially all of the Premises, this Lease shall continue after any such partial Taking and shall remain unaffected, except that Tenant shall commence the restoration work in the time -frame specified below and diligently pursue the same to completion. Tenant shall commence the restoration work within thirty (30) calendar days following its receipt of the condemnation award and all permits and approvals required to be obtained by applicable authorities in connection with the restoration of the Improvements, and thereafter Tenant shall diligently pursue the same to completion. 13.5 Taking of Lesser Interests. In the event of the Taking of an easement or any other taking which shall be of an interest or estate in the Premises less than a fee simple, as a result of which the Premises shall be insufficient for the economic and feasible operation thereof by Tenant, this Lease shall terminate and expire with the same force and effect as in the case of a Taking pursuant to Section 13.2 hereof. Otherwise, such Taking shall be deemed insufficient to terminate this Lease, and the division of the award shall be governed by Section 13.3 hereof. For purposes of this Section, any change of grade of a roadway on which the Premises abuts, to the extent that such change impairs Tenant's use of the Premises and requires Tenant to make changes to the Premises to restore such use, shall be deemed a partial Taking subject to this Section 13, and any recovery as a result of the same shall be paid to Tenant to the extent provided in this Section 13 for restoration costs. SECTION 14. Assignment; Subletting 14.1 Restriction. Except for any assignment or subletting permitted pursuant to this Lease, Tenant shall not assign this Lease or sublet all or any portion of the Premises (other than residential or commercial leases of all or any portion of the Improvements entered into in the ordinary course of Tenant's business) unless and until Tenant shall first obtain Landlord's prior written consent, which consent shall not be unreasonably withheld but may be conditioned upon such assignee having financial resources that are comparable to or more substantial than those of the Tenant. 14.2 Continuing Liability. In the event of any assignment of this Lease or sublease of all or a portion of the Premises, Tenant shall not be relieved from liability for any of the obligations hereunder without Landlord's written consent, which shall not be unreasonably withheld. 17 Ground Lease Tamarac Village Multifamily Parcel 1 14.3 Liability as to Other Leases. Landlord and Tenant acknowledge and agree that, although Tenant's affiliates are tenants under leases with respect to nearby parcels, and notwithstanding that Tenant's parent company has guaranteed all of such leases, all rights, duties, and obligations under this Lease are separate from and independent of any rights, duties, or obligations under any of such other leases. SECTION 15. Defaults; Remedies 15.1 Default. If one or more of the following events ("Defaults") shall happen and be continuing: (a) Tenant fails to pay within five (5) calendar days of when due any amount to be paid under this Lease by Tenant and the failure continues for ten (10) calendar days after written notice from Landlord; (b) Tenant fails to perform or observe any other covenant or condition to be performed or complied with by Tenant under this Lease, and the failure continues for ten (10) calendar days after written notice by Landlord to Tenant; or, if the default complained of is not a monetary default and is of such a nature that it cannot reasonably be completely cured or remedied within such ten (10) calendar day period, Tenant fails to commence to cure the default during the ten (10) calendar day period, or does not thereafter diligently prosecute such remedy or cure to completion; (c) Tenant files or there is filed against Tenant a petition in bankruptcy or a petition or answer seeking reorganization under the Federal Bankruptcy Code or any other applicable statute; or (d) an order is entered adjudicating Tenant a bankrupt or approving an involuntary petition seeking a reorganization of Tenant under the Federal Bankruptcy Code or any other applicable statute or appointing a receiver, trustee or conservator for all or any substantial part of the property of Tenant, and the order is not vacated or stayed within ninety (90) calendar days of entry; then, and in any of those events (but subject to the provisions of Section 15.3 below), Landlord shall have the right, at its option, then or at any time while the default continues, to give a written notice specifying a date on which this Lease shall terminate, and on that date, subject to the provisions of this Section relating to the survival of Tenant's obligations, this Lease shall terminate; provided, however, that Tenant shall have the right to nullify Landlord's termination by curing the default prior to the termination date set forth in Landlord's notice. 15.2 Damages. In the event of any default and recovery of possession of the Property by Landlord, whether or not this Lease is terminated by Landlord, Landlord shall have the right, at its option and as liquidated and agreed damages (and not as a penalty) due to the difficulty of ascertaining actual damages to collect not only the fixed annual rent but an amount payable as additional rent equal to the debt service related to the Property incurred by the Landlord for every day of Tenant's default. Landlord and Tenant agree that such additional rent shall be deemed to be Landlord's best estimate of the damages which will be incurred by Landlord as a result of Tenant's default. The parties agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered by Landlord as a result of Tenant's failure to complete the transactions contemplated pursuant to this Lease, and that under the circumstances existing as of the date of this Lease, the liquidated damages provided for in this Section represent a reasonable estimate of the damages which Landlord will incur as a result of such failure. The parties acknowledge that the payment of 18 Ground Lease Tamarac Village Multifamily Parcel 1 such liquidated damages is not intended as a forfeiture or penalty under any legal or equitable theory, but is intended to constitute liquidated damages to Landlord. 15.3 Right to Cure Defaults. If Tenant shall fail to make any payment of taxes, assessments or other charges, maintain required insurance coverages, or perform any other act required to be made or performed under this Lease, Landlord, without waiving or releasing any obligation or default, may (but shall be under no obligation to) following reasonable prior written notice to Tenant, make the payment or perform the act for the account and at the expense of Tenant. All sums so paid by Landlord shall constitute additional rent and shall be paid by Tenant to Landlord on demand, together with interest thereon from the date said funds were advanced at a rate equal to the lower of (i) eighteen percent (18%), or (ii) the highest rate permissible at law. 15.4 Tenant Remedies. Notwithstanding anything to the contrary in this Lease, if Landlord defaults on its obligations hereunder to convey to Tenant possession of the leasehold interest contemplated by this Lease in accordance with the terms of this Lease, Tenant shall have all remedies at law or in equity, including, but not limited to, the remedy of specific performance. SECTION 16. Quiet Enjoyment 16.1 Tenant's Right to Quiet Enjoyment. Tenant, upon paying all rent and other charges provided for, and upon observing and keeping all covenants, agreements and conditions of this Lease to be kept on its part, shall quietly have and enjoy the Premises during the term of this Lease without hindrance or molestation by anyone claiming by, through or under Landlord; subject, however, to the exceptions, reservations and conditions of this Lease. 16.2 Waste. Tenant shall not permit, commit, or suffer waste or impairment of the Project, or any part thereof, provided, however, demolition of existing improvements on the Property existing on the Commencement Date shall not constitute waste. 16.3 Surrender. At the expiration or earlier termination of the Term, Tenant shall yield the Property to Landlord in good order and repair. Except as otherwise provided in this Lease, the Improvements and any other leasehold improvements shall become the sole property of Landlord at the expiration of the term without any compensation to Tenant. By expiration or earlier termination of this Lease, Tenant (and any tenant of any of the Improvements) may remove any of Tenant's (or any such tenant's) trade fixtures, furniture, furnishings, and other personal property from the Property, and Tenant shall repair any damage which may result to the Property from such removal. In the event Tenant fails to remove those items, the items shall be deemed abandoned and shall be the property of Landlord. On or before the expiration or termination of this Lease, Tenant shall cause any mortgages, deeds of trust, liens or encumbrances created by, through or under Tenant to be fully released and discharged. 16.4 Landlord's Right of Entry. Tenant shall permit Landlord and its authorized representatives to enter the Premises during ordinary working hours on business days, 19 Ground Lease Tamarac Village Multifamily Parcel 1 in each case upon at least twenty-four hours prior notice to Tenant, for the purpose of inspecting the same; provided, however, that due to the dangerous nature of the construction sites resulting from construction of the Improvements upon the Property, Landlord shall at no time enter upon the Property without being accompanied by a representative of Tenant. SECTION 17. Estoppel Certificate 17.1 Estoppel Certificate. Landlord or Tenant shall at any time and from time to time upon not less than ten (10) calendar days' prior written notice from the other party execute, acknowledge and deliver to the requesting party a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the Rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to the requested party's knowledge, any uncured defaults on the part of the requesting party hereunder, or specifying such defaults if any are claimed. Such estoppel certificate shall act to estop the issuer from asserting a claim or defense against any bona fide prospective purchaser, subtenant, assignee, or encumbrancer of all or any portion of the Premises or the real property of which the Premises are a part to the extent that such claim or defense is based upon facts known to the issuer as of the date of the estoppel certificate which are contrary to the facts contained therein, and such bona fide purchaser, subtenant, assignee, or encumbrancer has acted in reasonable reliance upon such estoppel certificate without knowledge of facts to the contrary. The issuance of an estoppel certificate shall in no event subject the issuer to any liability for the negligent or inadvertent failure of the issuer to disclose correct and/or relevant information, nor shall such issuance be construed to waive any rights of the issuer to challenge acts committed by the other party for which approval by the issuer of the estoppel certificate was required but not sought or obtained. Subject to the foregoing, the requested party's failure to deliver such statement within such time shall be conclusive upon such requested party (i) that this Lease is in full force and effect, without modification except as may be represented by the requesting party, (ii) that there are no uncured defaults in the requesting party's performance known to the requested party except as noted therein, and (iii) that not more than one year's rental has been paid in advance unless otherwise stated. Notwithstanding the foregoing, Landlord has agreed that in connection with any financing to Tenant secured by a leasehold mortgage upon Tenant's leasehold interest in the Property, Landlord will deliver an estoppel in substantially the form attached hereto as Exhibit "D" (subject to any revisions to such form required in order to make any statement set forth therein true and/or not misleading in any material manner). 17.2 SNDA. Upon a request by Landlord, this Lease, and Tenant's rights hereunder shall be subject and subordinate to the lien of any mortgages or deeds of trust or other similar instrument that may now exist or may hereafter be placed upon the Property and all renewals, replacements, and extensions thereof provided the holder of such mortgage or deed of trust shall execute and deliver a Subordination, Non -Disturbance 20 Ground Lease Tamarac Village Multifamily Parcel f and Attornment Agreement in recordable form mutually acceptable to the parties thereto. SECTION 18. Non -Subordination of Landlord's Interest 18.1 Non -Subordination of Landlord's Interest. Notwithstanding any provision in this Lease to the contrary, Landlord's fee interest in and ownership of the Property and Landlord's rights and interest in this Lease (including, without limitation, the rights to rents, public charges, and other monetary obligations of Tenant to Landlord under this Lease) shall not be subject or subordinate to or encumbered by any financing for the Project or lien or encumbrances affecting Tenant's interest in this Lease or the Improvements or by any acts or omissions of Tenant or any sublessee hereunder. In this regard, all rents and other monetary obligations of Tenant to Landlord under this Lease then payable at any point in time during the Term shall be paid by Tenant to Landlord and shall be superior in right to all claims or rights hereunder or described above in this Section. SECTION 19. Confidentiality 19.1 Confidentiality. Except to the extent required by applicable law, specifically Chapter 119 of the Florida Statutes as may be amended from time to time, Landlord and Tenant agree that the terms and conditions of this Lease, and all other agreements and instruments executed and delivered by the respective parties in connection with this Lease, including all preliminary drafts of such documents (collectively, the "Transaction Documents"), shall remain confidential. Neither Landlord nor Tenant or their respective agents and representatives, shall distribute or make publicly available the Transaction Documents, or any part thereof, to any third party unless required by law to do so. 19.2 Permitted Disclosures. Notwithstanding the foregoing, Tenant may provide copies of the Transaction Documents and any preliminary drafts thereof to (i) third party lenders or equity partners with whom Tenant is negotiating to provide financing related to the Premises, the Project, or the Improvements, and (ii) any party who is contemplating an acquisition of or investment in all or any part of the Premises, the Project, or the Improvements. SECTION 20. Intentionally Omitted 20.1 Intentionally Omitted. 20.2 Intentionally Omitted. 20.3 Intentionally Omitted. SECTION 21. Option to Purchase 21.1 Grant and Exercise of Option. Provided Tenant is not then in default of any terms or provisions of this Lease, Tenant shall have the option at any time after the 21 Ground Lease Tamarac Village Multifamily Parcel 1 Commencement Date to purchase Property upon the terms and conditions set forth herein (the "Option"). Tenant shall exercise the Option by executing and delivering to Landlord written notice (the "Option Notice") of its intention to exercise the Option with respect to the Property, together with all relevant information to the proposed exercise. Unless and until a closing occurs pursuant to an Option Notice (the "Option Closing"), Landlord and Tenant shall continue to comply in all respects with the terms and conditions of this Lease as then in effect. 21.2 Revocation of Option Notice. Tenant may, without penalty and at any time following delivery of an Option Notice (but in all events subject to the payment of any applicable Option Extension Fee(s) for the applicable time periods), revoke such Option Notice, in which case the Lease shall continue in full force and effect, and Tenant shall retain its Option to purchase all or any portion of the Property at any time thereafter, which Option may be exercised by Tenant, at its sole and absolute discretion, as set forth in Section 21.1. Such revocation shall not constitute a default under this Lease, and the parties acknowledge and agree that there shall be no penalty against Tenant, that Landlord shall not have been damaged thereby, and that Landlord shall have no need for any remedy with respect thereto. 21.3 Definitions. For purposes of this Section 21, the following terms shall have the following meanings: 21.3.1 Deposits. The Lease Deposit. 21.3.2 21.3.3 Ground Lease Tamarac Village Multifamily Parcel 1 Sixty Month Anniversary. The date that is sixty (60) months after the Commencement Date. Sales Price shall mean: From Month 1 To \1011th 30 PropertN Sales Price $7,448,265.00 30 33 $7,540,242.00 33 36 $7,633,354.50 36 39 $7,727,617.00 39 42 $7,823,043.00 42 45 $7,919,648.00 45 48 $8,017,446.00 48 51 $8,116,451.50 51 54 $8,216,679.50 54 57 $8,318,145.00 57 60 $8,400,000.00 60 63 $8,503,729.50 63 66 $8,608,740.00 66 69 $8,715,047.00 22 From Vlonth 69 To Month 72 Property Sales Price $8,822,667.00 72 75 $8,931,616.00 75 78 $9,041,910.50 78 81 $9,153,567.00 81 84 $9,266,602.00 84 87 $9,381,033.00 87 90 $9,496,877.00 90 93 $9,614,151.50 93 96 $9,732,874.50 96 99 $9,853,063.50 99 102 $9,974,736.50 102 105 $10,097,912.00 105 108 $10,222,608.50 108 111 $10,348,845.00 111 114 $10,476,640.50 114 117 $10,606,014.00 117 120 $10,736,985.00 21.3.4 Option Extension Fee. (a) Option Extension Fee shall mean a fee delivered in connection with an Option Extension Notice delivered to the Landlord. The amount of each Option Extension Fee for a Ninety (90) day extension shall be One Hundred Thousand and 00/100 dollars ($100,000.00). Each Option Extension Fee shall upon delivery become non-refundable and not credited to the Purchase Price. (b) Commencing on the beginning of the Seventy -Second (72nd) month subsequent to the Commencement Date, the Option Extension Fee for a twelve (12) month period shall be Four Hundred Thousand and 00/100 dollars ($400,000.00); any such extension shall not be subject to any proration. 21.3.5 Option Extension Notice shall mean a notice extending any obligation to deliver an Option Notice. 21.3.6 Option Extension Period shall mean a ninety (90) day period or a one (1) year period, as applicable, of extension for the time required to deliver a mandatory Option Notice; such extension shall apply, as applicable, either from sixty (60) months subsequent to the Commencement Date or from the end of the preceding Option Extension Period. 23 Ground Lease Tamarac Village Multifamily Parcel 1 21.4 Title Matters. Within twenty (20) calendar days from Tenant's exercise of its option, Tenant shall obtain, at Tenant's sole cost and expense, a commitment for an owner's title insurance policy (the "Option Title Commitment"). If pursuant to any Option Title Commitment, title to the Property is found to be subject to additional exceptions not revealed by the Title Commitment ("Additional Title Defects"), Tenant shall give written notice of such Additional Title Defects to Landlord no later than thirty (30) calendar days from Tenant's exercise of its option. Any Additional Title Defects, other than those created by, through or under Tenant, shall be removed of record by Landlord and, if necessary, the Option Closing shall be delayed by a period not to exceed sixty (60) calendar days to allow such removal. If such Additional Title Defects are not corrected within such sixty (60) calendar day period, then Tenant shall have the same options upon written notice from Landlord as Tenant has been granted in Section 4.3 as if Landlord did not cure such Title Defects. Notwithstanding the foregoing, if Landlord is responsible for causing such Additional Title Defects, Landlord shall be obligated to remove such Additional Title Defects. In addition thereto, notwithstanding the foregoing, Landlord agrees that Landlord shall pay all outstanding governmental or quasi -governmental assessments, and any outstanding judgments or liens against Landlord and/or the Property, including all penalties and interest, which arose as a result of any action or inaction by Landlord or any of its agents, employees, beneficiaries, contractors or invitees. 21.5 Closing Coordination. Subject to satisfaction of all of the other conditions to an Option Closing, the Option Closing shall occur in escrow upon such escrow conditions as Landlord, Tenant, their respective attorneys, and any other interested parties agree (e.g., a lender providing financing that will fund the purchase pursuant to the Option). If no Option Closing has occurred by the date which is one hundred twenty (120) calendar days following delivery of an Option Notice, unless the parties have otherwise agreed in writing, Tenant shall be deemed to have revoked such Option Notice, in which case the Lease shall continue in full force and effect, and Tenant shall retain its Option to purchase all or any portion of the Property at any time thereafter, which Option may be exercised by Tenant, at its sole and absolute discretion, in the method set forth in Section 21.1 hereof. Such revocation shall not constitute a default under this Lease, and the parties acknowledge and agree that there shall be no penalty against Tenant, that Landlord shall not have been damaged thereby, and that Landlord shall have no need for any remedy with respect thereto. For the avoidance of doubt, although there shall be no penalty to Tenant in connection with any such deemed revocation, Tenant shall in all events remain liable for the payment of any applicable Option Extension Fee(s) for the applicable time periods. 21.6 Closing Deliveries. Landlord shall deliver to Tenant at closing a deed, a bill of sale, and all other affidavits and other appropriate instruments of transfer and sale to fully effectuate the purchase of the Property and the transfer of all assets (real and personal, tangible and intangible) of Landlord in connection with the Property to Tenant, free and clear of all encumbrances. All documents are to be in form and substance satisfactory to Tenant, its counsel, and any title insurer to be issuing a title insurance policy in connection with the Option Closing. 24 Ground Lease Tamarac Village Multifamily Parcel 1 21.7 Payment. At the Option Closing, Tenant will pay to Landlord by wire transfer of funds the Option Purchase Price, subject to pro -rations and adjustments as set forth in this Lease. 21.8 Tenant's Conditions. Tenant shall not be obligated to close on the acquisition of the Property unless and until: (a) Title to the Property is delivered in accordance with the provisions of this Agreement and the Title Company is prepared to and will issue on the Option Closing Date, at Tenant's expense, an owner's policy of title insurance to Tenant, in the amount of the Option Purchase Price (or of the total acquisition cost, if a party is acquiring both an Property and the Improvements located thereon), insuring that marketable fee simple title to the Property is vested in Tenant, free and clear of all liens and encumbrances, specifically including the mortgage and any other mortgages placed on the Premises or the Property by Landlord. (b) Landlord is not in default in the performance of any of its obligations under this Lease beyond any applicable grace periods, or if any of the representations or warranties of Landlord are untrue or inaccurate in any material respect as of the Option Closing Date. 21.9 Landlord's Conditions. Landlord shall not be obligated to convey the Property unless and until: (a) Tenant has delivered the Option Purchase Price and tendered any and all Option Extension Fees. (b) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable grace periods, except for any default that would be cured as a result of the Option Closing. 21.10 Tenant Remedies. If Landlord defaults on its obligations hereunder to convey the Property to Tenant in accordance with the terms of this Lease, Tenant shall have all remedies at law or in equity, including, but not limited to, the remedy of specific performance. 21.11 Mandatory Exercise of Option. In connection with the following circumstances, Tenant shall be required to deliver an Option Notice: 21.11.1 Sale of Improvements. In connection with the proposed sale of all or any of the Improvements developed upon the Property, Tenant shall deliver an Option Notice in order to transfer the corresponding portion of the Property with the applicable portion of the Improvements to be sold. 21.11.2 Sixty (60) Months. On or before the expiration of sixty (60) months from the Commencement Date (or at the end of any prior Option Extension Period), Tenant shall either deliver an Option Notice to Landlord 25 Ground Lease Tamarac Village Multifamily Parcel 1 regarding the Property (or so much as remains subject to this Lease at such time), or, if Tenant determines, in its sole and absolute discretion, that for any reason an Option Closing is not feasible at such time, then in lieu of such Option Notice (or at the end of any prior Option Extension Period), Tenant may deliver an Option Extension Notice, and in connection therewith, shall deliver to Landlord the applicable Option Extension Fee. 21.12 Assignment. The parties acknowledge that the exercise of an Option is likely to occur where it is anticipated that the Property will be transferred to a purchaser of the Improvements located upon the Property, or to an entity intending to acquire title to the Property in order to develop the Improvements upon the Property. In such event, the parties shall coordinate such that Tenant may assign its right at closing on the Property to receive title to the Property to such proposed acquirer, such that Landlord may deliver title to the Property directly to such proposed acquirer, in order to avoid any potential gaps in title and in order to minimize the transaction costs related to such transaction. 21.13 Intentionally Omitted. SECTION 22. Warranties 22.1 Landlord's Warranties. Landlord represents and warrants to Tenant that: Landlord has full authority to execute, deliver and perform this Lease and each instrument and agreement to be executed and delivered by Landlord pursuant hereto and to take all of the actions contemplated hereby to be taken by Landlord, including, but not limited to, delivery of possession of the Premises to Tenant, free and clear of all title exceptions, except as provided herein; there is no pending proceeding to which Landlord is a party, or of which it has been given notice concerning any condemnation proceedings, which would materially and adversely affect the Premises; there are no actions, suits, investigations or proceedings pending or, to the best of Landlord's knowledge, threatened to be brought in any court or before any governmental agency which could have a materially adverse effect on the ability of Tenant to develop the Premises for multi -family residential use or delay or prohibit possession of the Premises by Tenant as contemplated by this Lease, nor are there any unsatisfied judgments or consent decrees which could have any such effect. Landlord is not in default with respect to or in violation of any order, writ, injunction or decree of any court, governmental department, agency or instrumentality having jurisdiction over the Premises, which related to the Premises; no toxic and/or hazardous wastes have been used or stored on, under or about the Premises by Landlord, nor has Landlord received notice of the presence of toxic and/or hazardous waste on, under, or about the Premises; and there are no other tenants of the Premises or other licensees, occupants, invitees, or guests with any right to occupy or enter upon the Premises. 22.2 The Tenant shall obtain all necessary licenses, permits and inspections necessary to operate the Project on the Property at its own expense. 26 Ground Lease Tamarac Village Multifamily Parcel 1 22.3 The Landlord approved General Contractor for the Project shall post a legally sufficient Performance and Payment Bond in an amount representing 100% of the cost of construction or in the alternative the Tenant shall post a legally sufficient Payment Bond in an amount representing 100% of the cost of construction. The Bond posted by the General Contractor or the Bond posted by the Tenant shall identify the Landlord as an additional obligee. Prior to commencing construction of the Project, Tenant shall provide Landlord with a copy of the Payment Bond or the Contractor's Performance and Payment Bond. In the event any contractor or subcontractor records a Claim of Lien, pursuant to Chapter 713, Florida Statutes against the Property, Tenant shall take all necessary action to insure that the Claim of Lien is released from the Premises within ten (10) calendar days from its recordation or else shall protect Landlord by a good and sufficient bond against any such lien or any cost, liability, or damage arising in connection with any such lien. SECTION 23. Provisions with Respect to Escrow Agent 23.1 Escrow Agent. It is understood and agreed that the duties of Escrow Agent are purely ministerial in nature. In addition to, and not in limitation of, any other provisions of this Lease with respect to Escrow Agent, it is further agreed that: 23.1.1 No Obligations. Escrow Agent shall not be responsible for the performance by Tenant or Landlord of their respective obligations under this Lease. Escrow Agent shall not be liable or responsible to perform any act pertaining to this Lease other than as set forth in this Lease, or because of the loss of any monies arising through insolvency or the act or default or omission of any person other than Escrow Agent. 23.1.2 Reliance. Escrow Agent shall have the right to act in reliance upon any document, instrument or signature believed by it in good faith to be genuine and to assume (unless it has reason to believe otherwise) that any person purporting to give any notice or instructions in accordance with this Lease or in connection with any transaction to which this Lease relates has been duly authorized to do so. Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions. Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by Tenant or Landlord or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court. 23.1.3 Conflicting Instructions or Uncertain. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Deposit which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Lease, it shall be entitled to hold the Deposit, or a portion thereof, pending the resolution of such uncertainty to Escrow Agent's sole satisfaction, by entry of an order, judgment or decree by a court or courts of competent jurisdiction or otherwise; or Escrow Agent, at its option, may deposit the Deposit in the 27 Ground Lease Tamarac Village Multifamily Parcel 1 registry of a court of competent jurisdiction, in a proceeding to which all parties in interest are joined. Upon so depositing such Deposit and filing its complaint and interpleader, Escrow Agent shall be completely discharged and released from further liability. 23.1.4 No Liability. Escrow Agent shall not be liable for any action taken or omitted hereunder except in the case of its bad faith, gross negligence or willful misconduct. Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in reasonable reliance upon the advice of such counsel. Any reasonable expenses incurred by Escrow Agent in connection with such consultation shall be reimbursed jointly and severally by the parties hereto. 23.1.5 Indemnification. Tenant and Landlord, jointly and severally, indemnify Escrow Agent and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with the Deposit or which may result from Escrow Agent following instructions from any of them; and in connection therewith, each of Tenant and Landlord, jointly and severally, indemnifies Escrow Agent against any and all expenses, including attorneys' fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted. Escrow Agent will be vested with a lien on the Deposit to secure the aforementioned indemnity. 23.1.6 Right to Select Attorneys. Escrow Agent will have the right to utilize the services of the attorneys of its choice, and such election will not affect or in any way prejudice or limit Escrow Agent's entitlement to reasonable attorneys' fees for the services of such attorneys as set forth herein. 23.1.7 Limitation of Duties. This Lease sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligation shall be read into this Lease against Escrow Agent. SECTION 24. Notices 24.1 Notice Procedure. Any notice required or permitted to be given to a party under the provisions of this Lease shall be in writing and may be delivered via courier or hand - delivery, by nationally recognized overnight air courier, or by certified or registered United States mail, postage prepaid, return receipt requested, addressed as follows: Landlord: Alan J. Polin, P.A., Co -Trustee 7525 NW 881h Avenue Tamarac, FL 33351 28 Ground Lease Tamarac Village Multifamily Parcel 1 with a copy to: Michael Cemech, City Manager 7525 NW 88th Ave. Tamarac, FL 33351 Tenant: JKM Tamarac Village, LLC Attn: John K. Markey and Adam P. Freedman 2300 Glades Road Suite 202E Boca Raton, FL 33431 with a copy to: Stephen J. Grave de Peralta, Esq. PG Law 5030 Champion Blvd., Suite G11-281 Boca Raton, Florida 33496 Escrow Agent: PG Law 5030 Champion Blvd., Suite G11-281 Boca Raton, Florida 33496 Each such notice, request, or other communication shall be considered given and shall be deemed delivered (a) on the date delivered if by personal delivery or courier service; or (b) on the date on which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. Rejection, refusal to accept, or inability to deliver shall be deemed to be a receipt of such notice, request, or other communication. The respective attorneys for Tenant and Landlord are hereby authorized to give any notice pursuant to this Agreement on behalf of their respective clients. Copies of applicable notices shall be given to Escrow Agent. 24.2 Change of Address. Either party may, from time to time, change its notice address by written notice to the other party at its then -current mailing address, in accordance with the provisions of this section. SECTION 25. Radon Gas 25.1 Notice. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the County Public Health Unit. SECTION 26. Miscellaneous 26.1 No Waiver. No waiver of any condition or covenant of this Lease shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant, and nothing contained in this Lease shall be construed to be a waiver on the part of Landlord of any right or remedy in law or otherwise. 29 Ground Lease Tamarac Village Multifamily Parcel 1 26.2 Binding Effect. This Lease and the covenants and agreements of the parties shall be binding upon and inure to the benefit of Landlord and its successors and assigns and to the benefit of Tenant and its permitted successors and assigns. 26.3 Partial Invalidity. In the event any clause, term or condition of this Lease shall be determined to be illegal or unenforceable under any applicable governmental laws, orders, rules or regulations, this Lease shall remain in full force and effect as to all other terms, conditions and provisions. 26.4 Counterparts. This Lease may be executed simultaneously or in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 26.5 Governing Law. This Lease shall be governed by the laws of the state of Florida. This Lease is subject to and shall comply with the charter of the City of Tamarac as the same is in existence as of the execution of this Lease and the ordinances of these City of Tamarac. Any conflict between this Lease and the aforementioned charter of the City of Tamarac and ordinances shall be resolved in favor of the latter. 26.6 Memorandum of Lease. Landlord and Tenant have executed and delivered to each other a memorandum of this Lease for recording. Landlord shall promptly record the Memorandum of Lease in the appropriate public records in and for Broward County, Florida. This Lease shall not be recorded unless Tenant shall have consented thereto. 26.7 Costs. Whenever, in this Lease, anything is to be done or performed by Tenant or Landlord, unless otherwise expressly provided to the contrary, it shall be done or performed at the sole cost and expense of Tenant or Landlord, as the case may be. 26.8 Brokers. Tenant and Landlord represent and warrant to each other that neither has had any dealings or discussions with any broker or agent, licensed or otherwise) in connection with this Lease. Landlord and Tenant each covenants to protect, defend, hold harmless and indemnify the other from and against any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any claim by any brokers or agents for brokerage commissions relating to this Lease alleged to be due because of dealings or discussions with the indemnifying party. 26.9 Force Majeure. Whenever performance is required of any party hereunder, such party shall use commercially reasonable diligence to perform and take all reasonably necessary measures to perform its obligations; provided, however, that if completion of performance shall be delayed at any time by reason of acts of God (including, without limitation, hurricanes and other tropical storms and the weather conditions and market conditions resulting therefrom), significant variations from normal weather conditions reasonably expected during the period in question, war, civil commotion, riots, strikes, picketing, or other labor disputes, unavailability of labor or materials or damage to work in progress by reason of fire or other casualty or causes beyond the reasonable control of a party (other than financial reasons), then the time 30 Ground Lease Tamarac Village Multifamily Parcel 1 for performance as herein specified shall be appropriately extended to account for any such delay. 26.10 Conditions and Covenants. All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision. 26.11 Survival of Indemnities. All representations, warranties and indemnities under this Lease shall survive the expiration or sooner termination of this Lease. 26.12 No Partnership or Joint Venture. It is mutually understood and agreed that nothing contained in this Lease is intended or shall be construed in any manner or under any circumstances whatsoever as creating or establishing the relationship of partners or co -venturers, or creating or establishing the relationship of a joint venture between Tenant and Landlord, or as appointing or constituting Tenant as the agent or representative of Landlord for any purpose or in any manner whatsoever. 26.13 Interpretation; Conflict. Landlord and Tenant acknowledge that they were each represented by counsel in connection with this Lease and that each of them or their respective counsel reviewed and revised this Lease and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease. The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Lease as a whole and not to any particular provision of this Lease, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Lease unless otherwise specified. The words denoting persons shall include corporations, partnerships, limited liability companies, and other entities, and vice versa. The word "day" shall be interpreted to mean a calendar day unless specifically provided that such day is a "business day", which shall mean any day other than Saturday, Sunday, or any national legal holiday or other legal holiday recognized by the City of Tamarac, Florida; the term "days subsequent to" shall be interpreted to mean such period immediately following the referenced date or event. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions. 26.14 Headings, Interpretation, Entire Agreement. The headings used in this Lease are inserted for convenience and are not to be considered in the construction of the provisions of this Lease. This Lease constitutes the entire agreement of the parties with respect to the subject matter hereof and may be amended or modified only in writing signed by both parties, and all prior agreements or understandings between the parties, either oral or written, are superseded by this Lease. 26.15 Attorneys' Fees and Costs. In all matters relating to the enforcement or preservation of rights and remedies under this Lease, and in all matters of collection, whether or not an event of default has actually occurred or has been declared and thereafter 31 Ground Lease Tamarac Village Multifamily Parcel 1 cured, the losing party shall reimburse the prevailing party for all costs and expenses, and the prevailing party shall be entitled to recover its reasonable legal fees and expenses. The parties agree that a party's legal fees and expenses shall include, without limitation: (a) reasonable attorneys' and paralegals' fees and disbursements; (b) the fees and expenses of any litigation (including appeals), bankruptcy, insolvency, receivership and any other similar proceeding, including, without limitation, attorney's fees and costs; (c) court costs; (d) the expenses of such party, its employees, agents, attorneys and witnesses in preparing for litigation, administrative, bankruptcy, insolvency and other proceedings and for lodging, travel, and attendance at meetings, hearings, depositions, and trials; and (e) consulting and.witness fees and expenses incurred by such party in connection with any litigation or other proceeding. 26.16 Waiver of Trial by Jury. To the fullest extent permitted by applicable law, the parties hereto shall and they hereby do intentionally, knowingly, and voluntarily waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises and/or any claim or injury or damage. (Signatures appear on the following pages) 32 Ground Lease Tamarac Village Multifamily Parcel 1 Executed as of the day and year first written above. WITNESSES: Name: Name: 33 Ground Lease Tarnarac \611age Multifamily Parcel 1 Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 By: Name: Title: TENANT: JKM TV MR, LLC, a Florida limited liability company By: JKM Tamarac Village, LLC, ' a Florida limited liability company, its Manager By: JKM Tamarac Village Capital, LLC, a Florida limited liability company, its t M r K. Markey, Manager GUARANTY FOR VALUE RECEIVED, and in consideration for, and as an inducement to Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 ("Landlord"), to make the foregoing lease ("Lease") with JKM TV MF1, LLC, a Florida limited liability company ("Tenant"), the undersigned, JKM Tamarac Village, LLC, a Florida limited liability company ("Guarantor"), unconditionally guarantees the full performance and observance of all the covenants, conditions and agreements therein provided to be performed and observed by Tenant, Tenant's successors, assigns and heirs, and expressly agrees that the validity of this agreement and the obligations of the Guarantor shall in no way be terminated, affected or impaired by reason of the granting by Landlord of any indulgences to Tenant or by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by the relief of Tenant from any of Tenant's obligations under the Lease by operation of law or otherwise (including, but without limitation, the rejection of the Lease in connection with proceedings under the bankruptcy laws now or hereafter enacted). The obligations of the Guarantor include the payment to Landlord of any monies payable by Tenant under any provisions of the Lease at law, or in equity, including, without limitation, any monies payable by virtue of the breach of any warranty, the grant of any indemnity or by virtue of any other covenant of Tenant under the Lease. The Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of the Lease, whether or not the Guarantor shall have received any notice of or consented to such renewal, modification or extension. The Guarantor further agrees that its liability under this Guaranty shall be primary (and that the heading of this instrument and the use of the word "guarantee(s)" shall not be interpreted to limit the aforesaid primary obligations of the Guarantor). Presentment, notice and demand to Tenant or any other obligor and subsequent dishonor are not conditions for proceeding against the Guarantor. The Guarantor further represents to Landlord as an inducement for it to make the Lease, that the Guarantor owns a financial interest in Tenant. Guarantor's obligations as stated herein apply to all amounts owed by Tenant to Landlord, its successors, assigns and heirs, whether or not such obligations arise under one or more of the following situations and/or time frames: (i) presently, prior to or subsequently to an assignment of the Lease by Landlord to another party or entity; (ii) prior to or subsequent to a succession of interest to Landlord; (iii) as a result of advances or other consideration given by Landlord; and (iv) as a result of advances or other considerations given by Landlord's successors, assigns and heirs, so long as Tenant's obligations arise under the Lease. It is agreed that the failure of Landlord to insist in any one or more instances upon a strict performance or observance of any of the terms, provisions or covenants of the Lease or to exercise any right therein contained shall not be construed or deemed to be a waiver or relinquishment for the future of such term, provision, covenant or right, but the same shall continue and remain in full force and effect. Receipt by Landlord of rent with knowledge of the breach of any provision of the Lease shall not be deemed a waiver of such breach. No subletting, assignment or other transfer of the Lease, or any interest therein, shall operate to extinguish or diminish the liability of the Guarantor under this Guaranty; and 34 Ground Lease Tamarac Village Multifamily Parcel 1 wherever reference is made to the liability of Tenant named in the Lease, such reference shall be deemed likewise to refer to the Guarantor. If there is any litigation regarding the performance of any of the obligations under this Guaranty, the unsuccessful party in such litigation by final order, decree, or judgment of a court of competent jurisdiction shall reimburse the successful party for all reasonable legal, collection, and attorneys' fees and expenses incurred by such successful party in connection with obtaining such final order, decree, or judgment. It is further agreed that all of the terms and provisions hereof shall inure to the benefit of the heirs, executors, administrators and assigns of Landlord, and shall be binding upon the successors, assigns and heirs of the Guarantor. THIS IS A GENERAL, ABSOLUTE, AND UNCONDITIONAL CONTINUING GUARANTY WHICH IS ENFORCEABLE BY LANDLORD, ITS SUCCESSORS, ASSIGNS, AND HEIRS. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed this day of June, 2018. . JKM Tamarac Village, LLC, a Florida limited liability company By: JKM Tamarac Village Capital, LLC, a Florida limited liability company, its Manager BY J hn K. Markey, Manager 35 Ground Lease Tamarac Village Multifamily Parcel 1 EXHIBIT A The Property A PORTION OF LOTS 1 THROUGH 10, INCLUSIVE, BLOCK 10, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 69, PAGE 43 OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHERLY MOST NORTHWEST CORNER OF SAID LOT 10, BLOCK 10; THENCE NORTH 89°36'02" EAST, ON THE NORTH LINE OF SAID BLOCK 10, SAID LINE ALSO BEING THE SOUTH RIGHT-OF-WAY LINE OF N.W. 57TH STREET, ACCORDING TO SAID PLAT, A DISTANCE OF 1045.57 FEET; THENCE SOUTH 00000'00" WEST, A DISTANCE OF 292.96 FEET; THENCE SOUTH 89°36'02" WEST, ALONG THE NORTH RIGHT-OF-WAY LINE OF COMMERCIAL BOULEVARD, ACCORDING TO OFFICIAL RECORDS BOOK 7462 AT PAGES 352, 339, 344, 352, 347, 349 357 AND 329 OF SAID PUBLIC RECORDS, A DISTANCE OF 187.39 FEET; THENCE NORTH 74045'26" WEST, A DISTANCE OF 51.92 FEET; THENCE SOUTH 89036'02" WEST, A DISTANCE OF 130.00 FEET; THENCE NORTH 45023'58" WEST, A DISTANCE OF 42.43 FEET; THENCE SOUTH 00023'58" EAST, A DISTANCE OF 14.00 FEET; THENCE SOUTH 89036'02" WEST, A DISTANCE OF 100.00 FEET; THENCE SOUTH 44036'02" WEST, A DISTANCE OF 42.43 FEET; THENCE SOUTH 89036'02" WEST, ALONG THE NORTH RIGHT-OF-WAY LINE OF COMMERCIAL BOULEVARD, ACCORDING TO OFFICIAL RECORDS BOOK 7462 AT PAGES 352, 339, 344, 352, 347, 349 357 AND 329 OF SAID PUBLIC RECORDS, A DISTANCE OF 310.61 FEET; THENCE NORTH 00023'58" WEST ON THE EAST LINE OF SAID LOT 10, A DISTANCE OF 8.88 FEET; THENCE SOUTH 89036'02" WEST, ALONG THE NORTH RIGHT-OF-WAY OF COMMERCIAL BOULEVARD, ACCORDING TO OFFICIAL RECORDS BOOK 44307 AT PAGE 130 OF SAID PUBLIC RECORDS, A DISTANCE OF 196.42 FEET; THENCE NORTH 45054'46" WEST, A DISTANCE OF 42.04 FEET; THENCE NORTH O1°25'35" WEST, A DISTANCE OF 229.20 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT; THENCE NORTHEASTERLY ON THE ARC OF SAID CIRCULAR CURVE, HAVING A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF 91-02'37", A DISTANCE OF 39.72 FEET TO THE POINT OF BEGINNING 1 (THE LAST TWO COURSES BEING COINCIDENT WITH THE WEST LINE OF SAID LOT 10). SAID LANDS SITUATE IN THE CITY OF TAMARAC, BROWARD COUNTY, FLORIDA AND CONTAIN 303,620 SQUARE FEET, MORE OR LESS. NOTE: IT IS ANTICIPATED THAT, UPON APPROVAL OF THE PROPOSED PLAT OF TAMARAC VILLAGE AND THE RECORDING OF SUCH PLAT IN THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, THE FOREGOING PROPERTY WILL BE KNOWN AS PARCEL D OF SUCH PLAT. Ground Lease Tamarac Village Multifamily Parcel 1 EXHIBIT B Master Site Plan [SEE ATTACHED] No Text EXHIBIT C Insurance Requirements The following are required types and minimum limits of insurance coverage, which the Tenant agrees to maintain during the term of this lease agreement (or which will be provided by any applicable contractor or subcontractor of Tenant providing the applicable services with respect to the Premises: Line of Business/ Coverage Occurrence Commercial General Liability and or $1,000,000 Umbrella/Excess Liability Including: Premises/Operations Contractual Liability Contractors Liability Personal Injury/Advertising Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Employment Practices and Employer Benefits Liability Errors and Omissions Automobile Liability Owned and Leased Hired and Non -owned Personal Injury Protection Storage Tank Liability (when applicable) Pollution Liability Flood Insurance (when applicable) Aggregate $2,000,000 $1,000,000 $2,000,000 $1,000,000 $2,000,000 Statutory $1,000,000 $2,000,000 $1,000,000 $2,000,000 Property Insurance (All Risk Peril Policy including Hurricane/Wind or a comparable Special Risk Policy covering approved list of perils) Builders' Risk Coverages (while under construction) Boiler and Machinery Contents Workers' Compensation Statutory Employers Liability Bodily Injury by Accident $1,000,000 Bodily Injury by Disease $1,000,000 Bodily Injury by Disease Policy Limit $1,000,000 Neither the Tenant nor subtenant or contractor shall commence work under this lease until they have obtained all insurance required under this section and have supplied the Landlord with evidence of such coverage in the form of an insurance certificate and endorsement. The Tenant will ensure that all subtenants or contractors will comply with the above guidelines and will maintain the necessary coverages throughout the term of this agreement. In addition, the Tenant and any subtenants or contractors shall insure that all insurance coverages required by all applicable Florida Law is provided. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. Policies shall be "Occurrence" form. Each carrier will give the Landlord at least thirty (30) days' notice prior to cancellation. The Tenant's and any subtenant's or contractor's liability insurance policies (General Liability, Automobile Liability, and Pollution Liability) in addition to any other policies as determined by the Landlord's Risk Manager shall be endorsed to add the City of Tamarac as an "additional insured". The Tenant's (and any subtenant's, or contractor's) Workers' Compensation carrier will provide a Waiver of Subrogation to the Landlord. "Claims -Made" forms are acceptable for D&O/Errors and Omissions coverage. The Tenant and any subtenant or contractor shall be responsible for the payment of all deductibles and self -insured retentions. The Landlord may require the Tenant to purchase a bond to cover the full amount of the deductible or self -insured retention. If the Tenant or any subtenant or contractor is to provide professional services under this Agreement, they must provide the Landlord with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims -Made" forms are acceptable for Professional Liability. The tenant and any subtenants or contractors agree to perform the work under the agreement as an independent contractor(s), and not as a subcontractor(s), agent(s) or employee(s) of Landlord. For purposes of this exhibit, a subtenant shall mean only a commercial subtenant of Tenant, and shall not include any residential subtenant of Tenant under the Lease. Furthermore, no subtenant shall be required to obtain any form of insurance required by this Exhibit except for General Liability and, if required by law with respect to such subtenant, Workers' Compensation. EXHIBIT D Form of Landlord EStoppel [SEE ATTACHED] This document prepared by and when recorded return to: Thomas P. Angelo, Esq. Angelo & Banta, P.A. 515 East Las Olas Boulevard Suite 850 Fort Lauderdale, Florida 33301 Space above this line for recorder's use only LANDLORD'S ESTOPPEL CERTIFICATE AND AGREEMENT Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 (the "Landlord"), entered into that certain Ground Lease dated as of June _, 2018 (including all attachments and Exhibits thereto, the "Lease"), with JKM TV MF1, LLC, a Florida limited liability company ("Lessee"), as lessee. The Lease is of the real property described in Exhibit "A" attached hereto and made a part hereof (the "Premises"). In connection with the acquisition and construction of Lessee's leasehold estate in and to the Premises, the Lessee is receiving financing from CITY NATIONAL BANK OF FLORIDA (the "Bank" or "Lender") which will be secured, in part, by a Leasehold Mortgage, Assignment of Rents and Fixture Filing (the "Leasehold Mortgage"). CERTIFICATE For Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are acknowledged, the Landlord hereby certifies and agrees to the Bank as follows: 1. All capitalized terms used herein, which are not defined, shall have the same definitions as set forth in the Lease. 2. The Landlord is the lessor under the Lease. The Landlord is the owner, in fee simple, of the land under that Lease and has the full authority to enter into the Lease with Lessee. As of the date hereof: (a) the Lease is in full force and effect and has not been terminated, amended, modified, supplemented, superseded or assigned by the Landlord, and Landlord has received no notice of any such assignment by Lessee; (b) the Lease contains all of the agreements between the Landlord and Lessee relating to the Premises; (c) the Landlord has not delivered or received any notices of default under the Lease that have not been cured or settled; (d) to the Landlord's knowledge, there are no violations of, or defaults under, the Lease; and (e) to the knowledge of the Landlord, no event has occurred which with the giving of notice or the lapse of time, or both, would constitute a default under the Lease. 3. The Landlord hereby affirms that (a) all rental payments and any other amounts currently due under the Lease have been paid current as of the date of execution of this Agreement, (b) the term of the Lease commenced on , and will terminate on , unless sooner terminated or extended by the provisions of the Lease, (c) the rent commenced on (d) all approvals required for the execution and delivery of the Estoppel Certificate and Agreement by the Landlord have been obtained, and (e) the Security Deposit (as defined in the Lease) in the amount of $ , has not been returned to Lessee and is not being applied to monthly rental in accordance with the terms of the Lease. 4. The Landlord hereby consents to and approves the Lessee's entering into the Leasehold Mortgage, provided that all terms and provisions of the Leasehold Mortgage are subject to the requirements of the Lease and the Leasehold Mortgage is at all times subject to the Lease. The Landlord acknowledges that the Leasehold Mortgage provides that the Bank may require Lessee to obtain, not more than once per year during the life of the Mortgage or upon the occurrence of an Event of Default under the Mortgage, a statement from the Landlord in writing stating that the Lease is in full force and effect (but subject to any outstanding events of default); the dates to which the rent has been paid more than one month in advance; and stating whether or not, the Landlord has sent a written notice of default to Lessee and Lender, for which the noticed default has not been cured. The Landlord agrees to cooperate in providing the foregoing statement. 5. Notwithstanding any provision of the Lease to the contrary, contemporaneously with serving the Lessee with any notice of an event of a monetary default under the Lease (a "Monetary Default"), the Landlord will provide the Bank with notice of such a Monetary Default. No notice of a Monetary Default shall be effective against the Bank unless the Bank is provided such notice in accordance with this Section. The Bank shall thereupon have a period of time equal to the greater of (i) thirty (30) days or (ii) the period of time afforded the Lessee to remedy or cause to be remedied the Monetary Default plus five (5) business days, within which to remedy or cause to be remedied the Monetary Default, provided, however, that the Bank shall have no obligation to cure such Monetary Default. The Landlord shall accept such performance by or on behalf of Bank as if the same had been rendered by the party obligated to under the Lease. 6. Notwithstanding any provision of the Lease to the contrary, in the event of any default by the Lessee other than a Monetary Default as described in Section 5 above (a "Non -Monetary Default"), and contemporaneously with serving the Lessee with any notice of such default, the Landlord will provide a copy of any such notice to the Bank. No notice of a Non -Monetary Default shall be effective against the Bank unless a copy of such notice is provided to Bank in accordance with this Section. The Bank shall thereupon be entitled to cure, however, Bank shall have no obligation to cure such Non -Monetary Default, or cause to be cured, any such Non -Monetary Default within sixty (60) days after receipt of written notice from the Landlord that the Lessee has failed to cure the Non -Monetary Default within the time allowed under the Lease (subject to all applicable notice, grace and cure periods), so long as (i) the Bank is taking diligent and continuous action to cause such cure to be effected, and (ii) all monetary obligations required to be paid by the Lessee under the terms of the Lease are being paid in strict compliance with the requirements of the Lease (subject to Paragraph 5 above), in which event, during such sixty (60) day period the Landlord shall not terminate the Lease. As to any Non -Monetary Default which cannot practicably be remedied by Bank without taking possession of the Premises and/or Bank being entitled to remedy same under the Leasehold Mortgage or other loan documents executed in connection therewith, Bank's cure period hereunder shall be extended (and the Landlord shall not terminate the Lease) until Bank has possession of the Premises and/or the right to remedy same, so long as Bank diligently commences to obtain possession within said time, and/or the right to remedy same or diligently commences to remedy same within said time, and upon obtaining such possession and/or right, Bank shall take reasonable action to cause such cure to be effected. 7. The Landlord agrees that in the event of a termination, disaffirmance or rejection of the Lease pursuant to any laws (including any bankruptcy laws) or the termination of the Lease for any other reason, except the expiration thereof, the Landlord will give the Bank or any Successor (as hereinafter defined) the right, within ninety (90) days of written notice of such event, provided all rent and other monetary obligations to Landlord are brought current on or before the execution of the new lease, and all Non -Monetary defaults under the Lease have been cured or Bank or the Successor is diligently and continuously pursuing the cure of all such defaults, to enter into a new lease of the Premises, in the name of the Bank or the Successor, or through a designee, for the remainder of the term of the Lease and all extension periods under the Lease and upon all of the terms and conditions, and subject to all of the restrictions, of the Lease. 8. Notwithstanding anything to the contrary set forth herein, in the event of a default under the Leasehold Mortgage (including any bankruptcy), the Landlord will not object to the exercise by the -2- Lender of its rights under the Leasehold Mortgage and foreclosing or otherwise coming into occupancy of the Premises (on its own behalf or by a designee, receiver or trustee) and/or selling, assigning or otherwise transferring to a third party or parties the interest of the Lessee under the Lease (each a "Successor') as acquired by the Lender or a Successor under or pursuant to the Leasehold Mortgage (whether by foreclosure, deed in lieu or otherwise) (all the foregoing rights of Lender under the Leasehold Mortgage are referred to herein as the "Lender's Rights"). Furthermore, and notwithstanding anything herein to the contrary, in the event that Lender shall acquire Lessee's interest in the Premises, Lender shall have no obligation, nor incur any liability, beyond Lender's then equity interest, if any, in the Lease, and the Landlord shall look exclusively to such equity interest of Lender, if any, in the Lease for the payment and discharge of any obligations or liability imposed upon Lender under the Lease (or under any new lease with Bank or a Successor) in accordance with the terms hereof, and Lender (and its employees, agents, attorneys, representatives, shareholders, members, partners, directors, officers and managers) is hereby released and relieved of any other obligations or liability hereunder, under the Lease or under any such new lease. 9. The Landlord agrees that if the Bank so elects, and the Lease is in effect, Landlord will (subject to all purchase obligations of Lessee or other conditions and restrictions imposed in the Lease upon Lessee's leasehold interest) recognize: (i) Bank, whether as mortgagee in possession or otherwise (on its own behalf or by a designee, receiver or trustee); or (ii) any purchaser of the leasehold interest at a foreclosure sale under the Leasehold Mortgage, or any transferee who acquires the leasehold interest (whether by foreclosure, deed in lieu or otherwise), or (iii) any successors and assigns of Bank (on its own behalf or by a designee, receiver or trustee) and/or such purchasers and/or transferees, as its tenant for the unexpired balance (and any extensions, if exercised) of the term of the Lease upon the terms and conditions set forth therein, and (a) Bank's and/or Successor's peaceful and quiet enjoyment and possession and use and operation of the Premises shall not be disturbed, and (b) the Lease shall continue in full force and effect as a direct lease with the Landlord upon all the same terms and conditions thereof including, without limitation, all purchase obligations of Lessee or other conditions and restrictions imposed upon Lessee's leasehold interest. 10. The Landlord agrees that it will not consent to any termination, disaffirmance or rejection of the Lease pursuant to any laws (including any bankruptcy laws) and will not object to any request to extend any deadline to assume or reject the Lease, and will not cancel any permitted sublease of all or any portion of the Premises previously entered into by Lessee, and will continue to act as landlord under the Lease, until expiration of the cure periods set forth in Paragraph 5 and Paragraph 6 hereof, in strict compliance therewith, and subject to Paragraph 7 hereof. 11. The Landlord acknowledges that, notwithstanding anything in the Lease to the contrary, the Landlord may not and shall not terminate the Lease for any reason during the pendency of any cure or grace period (including any extensions thereof as provided for herein) afforded herein, provided that all monetary obligations required to be paid by Lessee under the terms of the Lease (including, without limitation, rent, extension fees, option purchase prices, and other expenses for which Lessee is obligated under the Lease) are being paid in strict compliance with the requirements of the Lease (subject to Paragraph 5 hereof), and any such purported termination shall be null and void. 12. The Lessee shall not be entitled to modify or amend, and except as allowed under the Lease, subject to the terms hereof, in the event of a default under and as defined in the Lease, to terminate the Lease, unless the Lessee has furnished the Landlord a copy of Bank's written consent to such action, which consent shall neither be unreasonably withheld nor delayed and any such purported modification or amendment obtained without Bank's written consent shall be of no force or effect. 13. The Landlord agrees that any notices by the Landlord that are to be given to Bank pursuant to the "Notice" Section 24.1 of the Lease will be given to Bank at the following address: City National Bank of Florida 25 West Flagler Street Miami, Florida 33130 -3- Attn: 14. The Bank agrees that any Notice by the Bank that are to be given to the Landlord, shall be delivered to the Landlord pursuant to Section 24.1 of the Lease at the following address: 15. The Landlord acknowledges and consents to the grant of a security interest pursuant to the Leasehold Mortgage by the Lessee to the Lender in certain property of the Lessee located in or upon the Premises (including, but not limited to, all equipment, furnishings and fixtures of the Lessee). 16. This instrument may be recorded in the public records of Broward County, Florida. 17. The term "Lease" as referred to herein shall refer to and include any renewals, amendments, modifications, consolidations, replacements and/or extensions thereof, as well as any new lease entered into by Bank and/or a Successor as allowed hereunder. The term "hereunder" and "herein" as used in this Landlord's Estoppel Certificate and Agreement shall be deemed to refer to this entire Landlord's Estoppel Certificate and Agreement. This certificate is made to Bank knowing that Bank will rely on it in making advances, and shall inure to the benefit of Bank's successors, administrators and assigns and shall be binding upon the successors, administrators and assigns and mortgagees of the Landlord. IN WITNESS WHEREOF, the parties hereto have duly executed this Certificate as of this day of , 2018. WITNESSES: LANDLORD: Print Name: Print Name: Alan J. Polin, PA— as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 By: _ Name: Title: 159 STATE OF FLORIDA ) )ss.: COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2018, by Alan J. Polin, President of Alan J. Polin, P.A, as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013, on behalf of the trust, who is personally known to me or has produced a driver's license as identification. Signature of Notary Public Printed Name of Notary Public My commission expires: -5- EXHIBIT "A" Legal Description Joinder and Consent of Lessee JKM TV MF1, LLC, a Florida limited liability company ("Lessee"), as lessee under the Lease as defined in the foregoing Landlord's Estoppel Certificate and Agreement hereby acknowledges, joins in and consents to the foregoing Landlord's Estoppel Certificate and Agreement, including without limitation, Paragraphs 5, 6 and 10 thereof. IN WITNESS WHEREOF, this Joinder has been executed by Lessee as of , 20_ WITNESSES: LESSEE: Print Name: Print Name: STATE OF FLORIDA ) )ss.: COUNTY OF ) JKM TV MF1, LLC, a Florida limited liability company By: JKM TAMARAC VILLAGE, LLC, a Florida limited liability company, its Manager By: JKM TAMARAC VILLAGE CAPITAL, LLC, a Florida limited liability company, its Manager By: John K. Markey, Manager The foregoing instrument was acknowledged before me this _ day of , 2018, by , as of JKM TAMARAC VILLAGE CAPITAL, LLC, a Florida limited liability company, the Manager of JKM TAMARAC VILLAGE, LLC, a Florida limited liability company, the Manager of JKM TV MF1, LLC, a Florida limited liability company, on behalf of the company, who is personally known to me or has produced a driver's license as identification. Signature of Notary Public Printed Name of Notary Public My commission expires: -7- Exhibit 3 GROUND LEASE BY AND BETWEEN ALAN J. POLIN, P.A., AS CO -TRUSTEE UNDER THE TAMARAC LAND TRUST AGREEMENT DATED JULY 109 2013 JKM TV MF2, LLC, A FLORIDA LIMITED LIABILITY COMPANY REGARDING PROPERTY TO BE KNOWN AS PARCELS A, B, P-1, AND P-2 OF TAMARAC VILLAGE REPLAT APPROXIMATELY +/- 6.52 NET ACRES OF VACANT LAND AND IMPROVEMENTS LOCATED IN TAMARAC, BROWARD COUNTY, FLORIDA Ground Lease Tamarac Village Multifamily Parcel 2 GROUND LEASE THIS GROUND LEASE (this "Lease") is made as of June , 2018, between Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 ("Landlord"), and JKM TV MF2, LLC, a Florida limited liability company ("Tenant"). A. In consideration of the mutual agreements contained in this Lease, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, that certain real property located in Tamarac, Broward County, Florida, and being more particularly described in Exhibit "A" attached to this Lease, together with all appurtenant easements, rights and privileges (the "Premises" or the "Property"). The Premises are leased subject to the following (the "Permitted Encumbrances"): (a) rights of the public in streets and highways adjoining the Property, if any; (b) zoning and building laws, ordinances, resolutions and regulations; (c) real estate taxes and assessments for public improvements which are not delinquent and not yet due and payable, (d) set back lines, easements, rights of way, encroachments, boundary line disputes and other matters which would be disclosed by an accurate survey and inspection of the Property; (e) all easements, rights of way, agreements, covenants and restrictions of record which are acceptable to Tenant; and (f) any reservations, exceptions or other conveyances of oil, gas, or other minerals as exist of record. B. Subject to the terms and conditions of this Lease, Tenant intends to develop upon the Property a multi -family and park development (the "Project") anticipated to be based upon the new development master site plan and related specifications set forth on Exhibit `B" (the "Master Site Plan"), consisting of parcels containing approximately 190 residential dwelling units and park improvements as further described in Section 3.9. It is anticipated that Tenant shall construct buildings and other improvements upon the Property (all such buildings and improvements constructed by Tenant or to be constructed by Tenant, but not any improvements existing as of the Effective Date of this Lease, are herein referred to as the "Improvements"). In consideration of the foregoing, of the covenants and provisions contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: SECTION 1. Term 1.1 Effective Date. The Effective Date of this Lease shall be the date upon which the last party to this Lease, be it Landlord or Tenant, fully executes it. 1.2 Commencement Date. Commencement Date shall mean the Effective Date of this Agreement. 1.3 Term. The term of this Lease shall commence as of the Commencement Date and shall end upon the expiration of the ninety-ninth (99th) year following the Commencement Date, unless sooner terminated, including pursuant to the exercise of any option provided for under this Lease. Ground Lease Tamarac Village Multifamily Parcel 2 SECTION 2. Payments 2.1 Deposits. 2.1.1 Lease Deposit Requirements. Tenant has deposited with PG Law, as escrow agent ("Escrow Agent"), the sum of One Hundred and 00/100 Dollars ($100.00) (the "Lease Deposit") which is held in Escrow Agent's IOTA trust account with Chase Bank, NA ("Trust Account") in accordance with the terms of this Lease. The Lease Deposit is refundable only upon a default by Landlord under the terms of this Lease, which default continues beyond any applicable grace or cure period. 2.1.2 Treatment of Deposits. Within five (5) business days after the Effective Date, Escrow Agent shall deliver the Lease Deposit to Landlord, and as a result thereof, the Lease Deposit shall thereafter be non-refundable for any reason other than as a result of a default by Landlord under this Lease. 2.2 Rent. Tenant shall pay Landlord as annual rent (the "Rent") for the Property a payment of $100.00, payable in arrears on or before each anniversary of the "Commencement Date". SECTION 3. Site Analysis Period 3.1 Intentionally Omitted. 3.2 Intentionally Omitted. 3.3 Intentionally Omitted. 3.4 Intentionally Omitted. 3.5 Intentionally Omitted. 3.6 Tower. With respect to the cell tower located upon the Property (including all of its associated structures and equipment, the "Tower"), Landlord shall obtain written confirmation from the Tower owner, or shall arrange for and/or obtain consent from the Tower owner, permitting the relocation and/or removal of the Tower to a location off of the Property (such confirmation or consent, the "Tower Consent"). Landlord shall be responsible for, and (to the extent not paid by the Tower owner) shall pay all costs associated with, the relocation and/or removal of the Tower (including all of its associated structures and equipment) to a location off of the Property in accordance with the Tower Consent, and such relocation and/or removal shall be completed within sixty (60) calendar days subsequent to the Effective Date. 3.7 CDD. As of the Effective Date, the Tenant shall be entitled to have one (1) individual whom it shall designate appointed to the Tamarac Village Community Development District Board of Supervisors. The Landlord agrees not to oppose any of Tenant's proposed appointments and Landlord further represents that it will take all 2 Ground Lease Tamarac Village Multifamily Parcel 2 appropriate action necessary, including resignations, to effectuate and allow for the appointment to the Tamarac Village Community Development District Board of Supervisors of Tenant's designated individual. 3.8 Lease Conditions. Notwithstanding anything to the contrary in this Lease, the terms and conditions of this Lease shall not become effective unless and until: (a) The Title Company is prepared to and will issue on the Commencement Date at Tenant's expense, the Leasehold Title Policy to Tenant insuring Tenant's leasehold interest in the Property, free and clear of all liens and encumbrances. (b) Tenant has secured all Approvals in substantial conformance with the Site Plan. (c) Landlord shall have obtained the Tower Consent, in such forms and upon such terms and conditions as Tenant shall determine in its reasonable discretion shall be necessary in order to proceed with the development of the Project. (d) Landlord and all other necessary parties shall have executed and delivered any and all documents necessary in connection with the Tower Consent. (e) Intentionally Omitted. 3.9 Park. Tenant shall construct or otherwise provide for parks on two parcels of real property (together, the "Park Property") consisting of an approximately 0.79 acre site, described as Parcels P-1 and P-2 on the Master Site Plan shown on Exhibit B. Tenant shall complete construction of the Park Property (construction shall include an amphitheater and playground with interactive water feature as more particularly described in the conceptual Tamarac Village Park Design prepared by CPZ Architects except pursuant to any other requirements set forth an approved Planned Development Agreement no later than the time when Tenant receives a certificate of occupancy for the final building with respect to the Property (i.e., the completion of the development). Upon completion of the construction of the Park Property, Tenant and Landlord shall enter into an amendment to this Lease for the purpose of revising the legal description of the Property in order to exclude the Park Property (the "Park Property Release"), and Tenant shall deliver a bill of sale in favor of Landlord transferring to Landlord title to any and all improvements constructed or installed upon the Park Property. 3.10 Permitted Use. Tenant shall develop the Premises for a multi -family development consisting of a parcel containing approximately 190 residential dwelling units and related residential uses, park uses, and any other lawful use consistent with the City's Land Development Regulations and as further defined in an approved Planned Development Agreement. 3.11 Bonds. Tenant shall use commercially reasonable efforts to cause Landlord to be named as an additional obligee (subordinate to any construction lender) on any payment or performance bond issued with respect to construction of improvements. Prior to the issuance of a building permit, Tenant will obtain a surety bond (a) for any 3 Ground Lease Tamarac Village Multifamily Parcel 2 and all improvements which may be required within dedicated rights of way and/or public facility easements, and (b) for all public works pursuant to section 255.05 Florida Statutes, as same may be amended from time to time. 3.12 Reports. Tenant agrees to provide Landlord with accurate and reasonably complete quarterly (during design and construction) written updates "Progress Reports" regarding its progress and construction activities in substantially the same form as provided to Tenant's lenders and/or financial partners, including any third party reports (such as from engineers, etc.), but excluding any financial data, commencing on the first day of the month three (3) months subsequent to the Commencement Date. These reports shall be delivered to the Landlord or his designee. Thereafter, the Progress Reports shall be due on the 30ffi day of each calendar quarter (i.e., January 30, April 30, July 30, and October 30) on a quarterly basis. The provision of information and materials under this Section is intended solely for informational purposes to allow Landlord to monitor the progress of Development and compliance with this Lease in an efficient fashion and not for purposes of consent or approval; in connection therewith, no more than once per calendar quarter following the delivery of any Progress Report, Landlord (or his designees) may arrange to review with Tenant certain additional information in support of the Progress Report. Any failure to timely provide a Progress Report shall result in Tenant owing, as additional rent, a fee in the amount of Five Hundred Dollars and 00/100 ($500.00) per day until such time as Tenant has provided the applicable Progress Report; if applicable, Tenant shall promptly pay such amount following receipt of written request from Landlord for such payment. SECTION 4. Title and Title Insurance 4.1 Title Commitment. Tenant has obtained, at Tenant's sole cost and expense, a commitment for an ALTA owner's title insurance policy in an amount equal to the Sales Price for months 1 through 30 as set forth in Section 21.3.3 (the "Title Commitment") issued by Escrow Agent, as agent on behalf of Chicago Title Insurance Company (the "Title Insurance Company"), together with a legible copy of each document described on Schedule B, Section Il thereof. 4.2 Status of Title. and in accordance with the Option afforded Tenant as set forth herein, as applicable, Landlord agrees: (i) upon execution of this Lease, to convey to Tenant the leasehold interest in the Property and (ii) in accordance with the Option afforded Tenant as set forth in this Lease, to convey to Tenant, in each case, free and clear of all liens and encumbrances other than any liens and encumbrances set forth in the Title Commitment (the "Permitted Title Exceptions"). 4.3 Intentionally Omitted. 4.4 Intentionally Omitted. 4 Ground Lease Tamarac Village Multifamily Parcel 2 SECTION 5. Repair and Maintenance 5.1 Tenant's Obligations. Tenant has accepted the Property in its "as is" condition, subject, however, to those specific representations and warranties made by Landlord and Landlord's indemnification obligations set forth in this Lease Agreement. Throughout the Term, Tenant, at its sole cost and expense, shall keep and maintain all of the Property, including all of the Improvements, in good repair and condition and shall make all repairs, replacements and renewals, foreseen or unforeseen, ordinary or extraordinary, necessary to put or maintain the Property in such state of repair and condition; for the avoidance of doubt, Tenant shall have no obligations to maintain the Park Property or any Park Property improvements after the date of the Park Property Release or any right-of-way or improvements located within any right-of- way. 5.2 Landlord's Obligations. Landlord shall not be required to maintain, repair or rebuild all or any part of the Property (other than the Park Property or any Park Property improvements from and after the date of the Park Property Release or any right-of- way or improvements located within any right-of-way). Tenant waives the right to (a) require Landlord to maintain, repair or rebuild all or any part of the Property (other than the Park Property or any Park Property improvements from and after the date of the Park Property Release or any right-of-way or improvements located within any right-of-way), or (b) make repairs at the expense of Landlord pursuant to any legal requirement, contract, easement, covenant, condition or restriction at any time in effect. In addition, Tenant shall keep the Property in a safe and sanitary condition as required by all applicable governmental laws, codes, and regulations. SECTION 6. Compliance With Laws, Hazardous Waste 6.1 Compliance with Laws. During the term hereof, Tenant shall comply with and cause the Property to be in compliance with (i) all laws, ordinances and regulations, and other governmental rules, orders and determinations, whether or not presently contemplated (collectively, "Legal Requirements") applicable to the Property or the uses conducted on the Property, (ii) the provisions of any insurance policies required to be maintained by Tenant with respect to the Property, and (iii) the terms of any easements, covenants, conditions and restrictions affecting the Property which are Permitted Encumbrances or are created after the date of this Lease. If any additions, alterations, changes, repairs or other work of any nature, structural or otherwise, shall be required or ordered or become necessary at any time during the Term because of any of these requirements, the entire expense of the same, irrespective of when the same shall be incurred or become due, shall be the sole liability of Tenant. 6.2 Hazardous Substances. 6.2.1 Compliance. Tenant shall not cause or permit any Hazardous Substance (as hereinafter defined) to be brought, kept or used in or about the Property by Tenant, its subtenants, agents, employees, contractors, or invitees except in commercial quantities similar to those quantities usually kept on similar 5 Ground Lease Tamarac Village Multifamily Parcel 2 premises by others in the same business or profession. Tenant shall store, use and dispose of such materials in compliance with all applicable federal, state and local laws, including, without limitation, Applicable Environmental Law (as hereinafter defined). If any Hazardous Substance which is found, kept or brought on, in or under the Property during the Term is released or otherwise results in any contamination of the Property or any adjoining property or the air, soil, surface water or ground water, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the affected area(s) to the condition existing prior to the introduction of any such Hazardous Substance, including, without limitation, any investigation or monitoring of site conditions or any clean up, remediation, response, removal, encapsulation, containment or restoration work required because of the presence of any such Hazardous Substance on, in or under the Property or any release or suspected release or threat of release of any such Hazardous Substance in the air, soil, surface water or ground water (collectively, the "Remedial Work"). Tenant shall obtain all necessary licenses, manifests, permits and approvals to perform the Remedial Work. Tenant shall perform all Remedial Work and the disposal of all waste generated by the Remedial Work in accordance with all Applicable Environmental Law. 6.2.2 Tenant Responsibility. Without limiting the generality of the foregoing or any other provision of this Lease, Tenant shall be solely and completely responsible for responding to, defending against and/or complying with any administrative order, request or demand relating to potential or actual contamination on the Property or release of any Hazardous Substance into any adjoining property or the air, soil, surface water or ground water, or third party claims (including the claims of current or future subtenants in the Property, or other tenants or subtenants in units or parcels adjoining or near the Property) for Remedial Work or for the costs of any such Remedial Work or for the costs of any such Remedial Work which the third -party claimant has undertaken, whether such order, request, demand or claim names Landlord, Tenant or both, or refers to the property in any way, except where the contamination was caused solely by Landlord. The responsibility conferred under this paragraph includes but is not limited to responding to such orders, requests, demands and claims on behalf of Landlord and defending against any assertion of Landlord's financial responsibility or individual duty to perform thereunder. 6.2.3 Tenant Acts. Tenant shall indemnify, save harmless and defend Landlord from and against any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of the Premises and sums paid in settlement of claims, attorney's fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Landlord during or after 6 Ground Lease Tamarac Village Multifamily Parcel 2 the Term as a result of the presence of any Hazardous Substance on, in or under the Property or any release of any Hazardous Substance into the air, soil, surface water or ground water, which Hazardous Substance was brought, kept or used by Tenant in or about the Property at any time during the Term or any extension thereof. Tenant shall assume, pursuant to the foregoing indemnity, any liabilities or responsibilities which are assessed against Landlord in any action described under this Section 6.2.3 and under Section 6.2.2 above. Tenant shall provide to Landlord copies of all communications, filings or other writings, photographs or materials given to or received from any person, entity or agency in connection with any cleanup or Remedial Work conducted by Tenant, and shall notify Landlord of, and permit Landlord's representative to attend any meetings or oral communications relating thereto. 6.2.4 Landlord Acts. Subject to Section 768.28 of the Florida Statutes, Landlord shall indemnify, save harmless and defend Tenant and any member, manager, officer, director, partner or shareholder of Tenant from and against any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of Tenant's leasehold estate and sums paid in settlement of claims, attorney's fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Tenant during or after the Term as a result of the presence of any Hazardous Substance, which is brought, kept or used on, in or about the Property during the term of this Lease by Landlord, its agents, employees, contractors or invitees or which existed on, in, or about the Property as of the Effective Date. 6.2.5 Survival. The obligations of Tenant and the indemnities set forth in this Section 6 shall survive the termination or expiration of this Lease. 6.2.6 Notwithstanding the warranties set forth above, Landlord makes and shall make no warranty regarding the title to the Property except as to any warranties which will be contained in the instruments to be delivered by Landlord should the Tenant exercise the option to purchase the Property in accordance with this Lease, and Landlord makes and shall make no representation or warranty either expressed or implied (except as specifically set forth in the Lease) regarding condition, operability, safety, fitness for intended purpose, use, governmental requirements, development potential, utility availability, legal access, economic feasibility or any other matters whatsoever with respect to the Property. The Tenant specifically acknowledges and agrees that Landlord shall lease to the Tenant and Tenant agrees and acknowledges that it shall lease the Property on an "AS IS, WHERE IS, AND WITH ALL FAULTS" basis and that, except for the Landlord's representations and warranties specifically set forth in this Agreement, Tenant is not relying on any representations or warranties of any 7 Ground Lease Tamarac Village Multifamily Parcel 2 kind whatsoever, express or implied, from Landlord its agents, officers, or employees, as to any matters concerning the Property including, without limitation, any matters relating to (1) the quality, nature, adequacy, or physical condition of the Property, (2) the quality nature, adequacy or physical condition of soils, fill, geology, or any groundwater, (3) the existence, quality, nature, adequacy or physical condition of utilities serving the Property, (4) the development potential, income potential, expenses of the Property, (5) the Property's value, use, habitability, or merchantability, (6) the fitness, suitability, or adequacy of the Property for any particular use or purpose, (7) the zoning or other legal status of the Property, (8) the compliance of the Property or its operation with any applicable codes, laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives, decisions, guidelines, conditions, or restrictions of any governmental or quasi -governmental entity or of any other person or entity, including, without limitation, environmental person or entity, including without limitation, environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any other hazardous or toxic matter on, under, or about the Property or adjoining or neighboring property, (10) the freedom of the Property from latent or apparent vices or defects, (11) environmental matters of any kind or nature whatsoever relating to the Property, (12) any development order or agreement, or (13) any other matter or matters of any nature or kind whatsoever relating to the Property. 6.2.7 Notwithstanding the disclaimers set forth in Section 6.2.6, during the term of this Lease, Tenant shall, and may peacefully have, hold and enjoy the Premises against all persons claiming by, through or under Landlord, subject to the other terms hereof, provided that Tenant pays all rent and other sums required under this Lease to be paid by Tenant and performs all of Tenant's covenants and agreements herein contained. 6.3 Hazardous Waste Definition. As used herein, the term "Hazardous Materials" means (i) those substances included within the definitions of "hazardous substances", "hazardous materials", "toxic substances" or "solid waste" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §960 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S. C. §1801 et seq., or the Clean Water Act, 33 U.S.C. §1321 et seq., as amended, and in the regulations promulgated pursuant thereto; (ii) those substances listed in the United States Department of Transportation Table (49 CFR § 172.101) or by the Environmental Protection Agency as "hazardous substances", "hazardous materials", "toxic substances" or "solid waste", (iii) such other substances, materials and wastes which are regulated, or classified as hazardous or toxic, under applicable local, state or federal laws, ordinances or regulations; and any material, waste or substance which is petroleum, asbestos, polychlorinated, biphenyls, flammable explosives or radioactive materials. Ground Lease Tamarac Village Multifamily Parcel 2 SECTION 7. Mechanics' Liens 7.1 Limitation of Lien Rights. Pursuant to Florida Statutes Section 713.10, any and all liens or lien rights shall extend to and only to the right, title, and interest of Tenant in the Project, Improvements, Property, and this Lease. 7.2 Impact of Liens on Landlord's Interest. The right, title, and interest of Landlord in the Property and this Lease shall not be subject to liens or claims of liens for improvements made by Tenant. Nothing contained in this Lease shall be deemed or construed to constitute the consent or request of Landlord, express or implied, by implication or otherwise, to any contractor, subcontractor, labor, or materialman for the performance of any labor or the furnishing of any materials for any specific improvement of, alteration to the Property, any Improvements, or any part thereof, nor as giving Tenant, any lender, subtenant, lessee, or sublessee any right, power or authority to contract for, or permit the rendering of, any services or the furnishing of materials that would give rise to the filing of any lien, mortgage, or other encumbrance against landlord's interest in the Property, or any part thereof, or against any assets of Landlord, or against Landlord's interest in any rent or other monetary obligations of Tenant under this Lease, or any other rights whatsoever with respect to this Lease. 7.3 Notice. Notice is hereby given, and Tenant shall cause all construction agreements entered into between Tenant and any general contractor or other contractor in privity with Tenant to provide that: (a) Landlord shall not be liable for any work performed or to be performed at the Property, or any part thereof, for Tenant, any lender, subtenant, lessee, or sublessee, or for any materials furnished or to be furnished to the Property, or any part thereof, for any of the foregoing; and (b) No mechanic's, laborer's, vendor's, materialmen's, or other similar statutory lien for such work or materials shall be attached to or affect Landlord's interest in the Property, or any part thereof, or any assets of Landlord, or any interest of Landlord's in any rent or other monetary obligations of Tenant under this Lease, or any other rights whatsoever with respect to this Lease. 7.4 Contesting Liens. If Tenant desires to contest any such lien prohibited by this Section 7, it shall notify Landlord of its intention to do so within ten (10) business days after the filing of such lien. In such case, Tenant, at Tenant's sole cost and expense, shall protect Landlord by a good and sufficient bond against any such lien in any cost, liability, or damage arising out of such contest. The lien, if Tenant timely provides the bond described above, shall not be considered a default hereunder. In the event of any such contest, Tenant shall protect and indemnify Landlord against all loss, expense and damage resulting therefrom. 9 Ground Lease Tamarac Village Multifamily Parcel 2 7.5 Restatement. The terms of this Section 7 will be restated in the Memorandum of Lease in sufficient detail to satisfy the requirements of Section 713.10, Florida Statutes. SECTION 8. Payment of Costs Regarding the Property 8.1 Taxes; Assessments; etc. This Lease is a triple net lease. Accordingly, Tenant shall pay, prior to delinquency: any and all taxes, assessments, levies, fees, fines, penalties and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen subsequent to the Effective Date, which are during the Term hereof imposed or levied upon or assessed against (a) the Property, (b) the Improvements on the Property, or (c) this Lease, the leasehold estate hereby created or which arises in respect of the operation, possession or use of the Property. Tenant shall deliver to Landlord proof of payment of taxes required to be paid by Tenant hereunder. If Tenant fails to pay any of the foregoing before they become delinquent, Landlord, after notice to Tenant, may pay such delinquent taxes, assessments, levies, fees, fines, penalties and governmental charges, and all expenditures and costs incurred thereby shall be payable as additional rent hereunder within Thirty (30) calendar days after such notice to Tenant, If the Premises or any portion thereof are included in a tax parcel with other properties, Tenant shall be responsible for only that portion of taxes and assessments allocated to the Premises, as determined in Landlord's reasonable judgment. Landlord shall furnish to Tenant copies of tax bills together with statements of the amount due from Tenant. Tenant shall pay these amounts to Landlord within Thirty (30) calendar days after receipt of Landlord's statement. Tenant's obligations under this Section shall survive the expiration or termination of this Lease. Tenant may, if it desires, contest the validity or amount of any such tax, in which event, Tenant shall pay to the applicable taxing authority at least the minimum amount required in order to contest such tax obligation, in which case Tenant may subsequently seek a refund upon a favorable determination or shall otherwise remit to the applicable taxing authority the unpaid balance, if any, following an unfavorable determination. Tenant shall not be deemed in default under this Lease during the pendency of any contest with respect to any tax which is the subject of such contest. 8.2 Utilities. Tenant, at its sole cost and expense, shall obtain and promptly pay for all utility services furnished to or consumed on the Property, including, but not limited to, electricity, gas, water, sewer, heat, telephone, cable, internet, telecommunication, garbage collection, and all charges related to any of these services. 8.3 Triple Net Lease. This Lease is a "triple net" lease. Tenant shall pay all rent and all other charges due under this Lease without notice or demand and free from any charges, taxes, assessments, impositions, claims, damages, expenses, deductions, set- offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the rent and all other charges payable by Tenant shall continue to be payable in all events, and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been 10 Ground Lease Tamarac Village Multifamily Parcel 2 terminated or modified pursuant to an express provision of this Lease. Except as otherwise specifically provided in this Lease, Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Property. SECTION 9. Insurance 9.1 Liability Insurance. As of the Effective Date, Tenant shall provide and keep in force, at its sole cost and expense, with responsible insurance companies reasonably acceptable to Landlord, comprehensive general liability insurance covering the Property and providing coverage with maximum limits of liability of not less than One Million Dollars ($1,000,000) for personal injury to or death of any one person, Two Million Dollars ($2,000,000) for personal injury to or death of any group of persons as a result of one accident, and One Million Dollars ($1,000,000) for property damage. Such policy shall name Landlord as an additional insured. 9.2 Casualty Insurance. Tenant, at its sole expense, shall keep all Improvements on the Premises insured against loss by fire and all of the risks and perils usually covered by an "all risk" endorsement to a policy of fire insurance upon property comparable to the Improvements, including vandalism and malicious mischief endorsements, in an amount equal to at least eighty percent (80%) of the replacement cost of the Improvements. Tenant shall furnish to Landlord evidence of coverage and any renewals or replacements of this insurance. Landlord shall be named an additional insured under this policy. Landlord, however, waives all rights and disclaims any interest in any insurance adjustments and settlements with respect to damage to the Improvements unless this Lease is terminated, in which event the proceeds shall be paid to Landlord. 9.3 Evidence of Insurance. Prior to Tenant taking possession of the Premises, Tenant shall provide satisfactory evidence of all required insurance to Landlord, in the form of either: (a) a certificate of insurance; or (b) a certified copy of the actual insurance policy. All insurance policies must specify that they are not subject to cancellation or non -renewal without a minimum of Ten (10) calendar days of notification to Tenant. Tenant shall, in addition to any other obligation to indemnify the Landlord and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the Landlord, their agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Tenant , anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the obligations under the Lease; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Tenant in the performance of the obligations under the Lease; or c). liens, claims or actions made by the Tenant or any subcontractor under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory 11 Ground Lease Tamarac Village Multifamily Parcel 2 bar. Any cost of expenses, including attorney's fees, incurred by the Landlord to enforce this Lease shall be borne by the Lessee. 9.4 Upon expiration of this Lease, or the completion of all obligations and duties provided for in this Lease, or in the event of termination of this Lease for any reason, the terms and conditions of this Article shall survive indefinitely. 9.5 The Tenant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 9.6 Landlord reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all reasonable costs and fees associated therewith shall be the responsibility of Tenant under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive Landlord's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 9.7 The Tenant shall insure that it provides all insurance coverages as required in the Insurance Requirements which is attached hereto as Exhibit "C", and incorporated herein by reference. At all times during the term of this Lease, Tenant shall at a minimum maintain the coverages described on Exhibit "C", but if the coverages required by any mortgage lender to Tenant are more comprehensive or require higher policy limits, then this Lease shall be deemed to require the types of coverage and limits then required by Tenant's mortgage lender. 9.8 The Tenant shall maintain such insurance in full force and effect during the term of this Lease, including any renewal terms. The Tenant shall provide to the Landlord's Risk Manager current certificates of all insurance required under this section prior to beginning any work under this Lease. No material change or cancellation of any policies shall be made by the Tenant unless the Tenant has first provided the Landlord with written notice of the change or cancellation no less than thirty (30) calendar days prior to the effective date of cancellation or change. 9.9 Tenant shall provide that the insurance company issuing the insurance policy or policies shall not have the right of subrogation against the Landlord. On or before the Commencement Date of this Lease, and thereafter not less than fifteen (15) calendar days prior to the expiration dates of said policy or policies, Tenant shall provide copies of policies or certificates of insurance evidencing coverages required by this Lease. The insurance required under this Lease shall be issued by insurance companies authorized to do business in the State of Florida with a financial rating of at least an "A-VII" as rated in the most recent edition of Best's Insurance Reports or a rating agency of equal legal and business strength and reputation (the "Insurance Period"). 9.10 Tenant shall indemnify and save the Landlord harmless from any claim, damage, loss, or suit resulting to the Landlord, its agents, employees, officials, and 12 Ground Lease Tamarac Village Multifamily Parcel 2 representatives as a result of Tenant's or any of its subcontractors failure to obtain or maintain such insurance. 9.11 Tenant shall be responsible for the payment of all deductibles and self-insurance retentions. The Landlord may require that the Tenant purchase a bond to cover the full amount of the deductible or self -insured retention. 9.12 Any covered or insured loss shall be payable notwithstanding any act or negligence of the Tenant, or the Landlord, which might otherwise result in the forfeiture of said insurance. 9.13 The amounts of insurance coverage required herein shall be reviewed on an annual basis to ensure insurance coverage required hereunder satisfies all legal requirements imposed upon Landlord or otherwise, and to ensure that Tenant has insurance in place which satisfies at a minimum the requirements attached hereto as Exhibit "C", or such additional coverages and/or higher policy limits as may then be required by any mortgage lender to Tenant. 9.14 Tenant shall maintain at all times insurance covering all of the items included in Tenant's improvements, infrastructure, appurtenances, and related trade fixtures and personal property, from time to time in or upon the Property, and alterations, additions or changes made by Tenant in an amount not less than eighty (80%) percent of their full replacement cost as determined from time to time by the Landlord during the Term, providing protection against vandalism and malicious mischief. SECTION 10. Financing 10.1 Tenant's Financing. Tenant shall have the right during the Term to subject the Improvements and Tenant's leasehold interest in the Premises to one or more mortgages, deeds of trust, assignments of lease, security agreements or other methods of financing or refinancing (a "Mortgage," any holder of which is called a "Mortgagee"), or to any one or more extensions, modifications or renewals or replacements of a Mortgage. Tenant shall immediately notify Landlord in writing of the name and address of any Mortgagee. 10.2 At such time as Tenant receives a loan commitment or other evidence of a loan which it intends to accept, Tenant shall provide to Landlord within Ten (10) days of Landlord's written request a copy of such loan commitment or other evidence. SECTION 11. Rights of Mortgagee 11.1 Notice to Mortgagee. If Tenant shall be in default under this Lease, and the applicable grace period for cure by Tenant shall have expired, Landlord shall send a copy of the written notice of the default to Mortgagee at its address as provided in writing to Landlord by Tenant. Mortgagee shall have thirty (30) calendar days after delivery of the written notice from Landlord within which to cure or remove the default, and if the default cannot with diligence be cured within the thirty (30) calendar day period, then Mortgagee shall have a reasonable time thereafter but not to 13 Ground Lease Tamarac Village Multifamily Parcel 2 exceed sixty (60) calendar days to effect such cure, provided that Mortgagee promptly commences to cure the same and thereafter pursues the curing of the default with diligence. Notwithstanding any other provision of this Lease, at any time when any Mortgage is in effect, Landlord shall not have any right pursuant to this Lease or otherwise to terminate this Lease due to Tenant's default unless Landlord shall have first given a copy of the written notice of default to Mortgagee and unless Mortgagee shall have failed to cure or remove, or cause to be cured or removed, the default, within the time required by this Section 11. 11.2 Acceptance of Cure. Subject to the terms of an agreed upon subordination agreement between Landlord and any Mortgagee, Landlord will accept a timely and complete performance by Mortgagee of any covenant, agreement or obligation of Tenant contained in the Lease with the same effect as though performed by Tenant. 11.3 New Lease. If this Lease is terminated for any reason, including, but not limited to any termination following Mortgagee's failure to cure a default as permitted in Section 11.1, or in the event of the rejection or disaffirmance of this Lease pursuant to bankruptcy laws or other laws affecting creditors' rights, Landlord will enter into a new lease of the Property with Mortgagee, or with any affiliated party of Mortgagee designated by the Mortgagee, within 30 days after the request of Mortgagee referred to below. The new lease shall be effective as of the date of termination, rejection or disaffirmance of this Lease and shall be upon the same terms and provisions contained in this Lease (including the amount of rent and other sums due from Tenant hereunder and including all rights and obligations with respect to the Option described herein). In order to obtain a new lease, Mortgagee must make a written request to Landlord for the new lease within 30 days after Mortgagee is notified of the effective date of termination, rejection or disaffirmance of the Lease, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Mortgagee or the affiliated party of Mortgagee designated by Mortgagee as tenant. In addition, Mortgagee shall cure all defaults under the Lease that can be cured by the payment of money and pay to Landlord all rent and other sums that would have been due and payable by Tenant under this Lease but for the rejection, disaffirmance or termination. Any new lease made pursuant to this Section 11.3 shall be senior and superior to any other encumbrances on the Property. Mortgagee's rights under this Section 11.3 are in addition to, and not limited by, Mortgagee's right to cure under Section 11.1. From the effective date of termination, rejection or disaffirmance of this Lease to the date of execution and delivery of such new lease or the expiration of the period during which Mortgagee may make a request, Mortgagee may, upon payment of the rent and any other sums as may be due from Tenant, use and enjoy the leasehold estate created by this Lease without hindrance by Landlord. 11.4 Delay for Foreclosure. If Landlord has given Mortgagee notice of Tenant's default under Section 11.1 and Mortgagee desires to cure Tenant's default but is unable to do so while Tenant is in possession of the Property, or if Landlord has elected to terminate this Lease and Mortgagee desires to obtain a new lease pursuant to Section 11.3 but has not yet acquired Tenant's leasehold interest in this Lease, then 14 Ground Lease Tamarac Village Multifamily Parcel 2 Mortgagee shall have the right to postpone the specified date for effecting a cure of this Lease but in no event shall that postponement exceed Ninety (90) calendar days or obtaining a new lease for a period reasonably sufficient to enable Mortgagee or its designee to acquire Tenant's interest in this Lease by foreclosure of its Mortgage or otherwise, as long as Mortgagee pays Landlord the rent and other sums due under this Lease during the postponement. Mortgagee shall exercise the right to extend the cure period or the date for obtaining a new lease by giving Landlord written notice at least three (3) calendar days prior to the last date that Landlord would otherwise be entitled to elect a cure or obtain a new lease and by tendering to Landlord any rent and other charges then in default. 11.5 No Surrender. If any Mortgage is in effect, Landlord will not accept a voluntary surrender of this Lease. 11.6 Obligations regarding Covenants. The provisions of this Section 11 are for the benefit of Mortgagee and may be relied upon and shall be enforceable by any Mortgagee. Neither Mortgagee nor any other holder or owner of the indebtedness secured by the Mortgage or otherwise shall be liable upon the covenants, agreements or obligations of Tenant contained in this Lease, unless and until Mortgagee or that holder or owner acquires the interest of Tenant. 11.7 Certain Conditions; Rights of Landlord. In order for any Mortgagee to be entitled to the benefits provided by this Section 11.7, the Mortgagee must expressly agree in a written agreement with Landlord in recordable form as follows: (i) that the Mortgagee will give Landlord notice of any default by Tenant under such Mortgage, and that Landlord will have the option, but not the obligation, to exercise either of the following rights within thirty (30) calendar days after receipt of such notice: (A) Landlord may cure said default within such 30-calendar day period if it shall so choose, unless such default is of such a nature that it cannot be completely cured within such 30-calendar day period, in which event Landlord shall have such longer period as shall be reasonably necessary to cure such default if Landlord shall so choose, provided Landlord commences such cure with such 30-day period and thereafter diligently prosecutes such cure to completion, or (B) Landlord may purchase the outstanding loan secured by the Mortgage and all related documents by giving the Mortgagee written notice of its intent to do so within such 30-day period; (ii) the purchase price for the loan shall be the total of (A) the outstanding principal balance of the loan as accelerated, (B) all accrued but unpaid interest, (C) all costs incurred by Mortgagee in connection with any of its attempts to collect the loan and enforce its remedies, including reasonable attorneys' fees and other costs in connection with preparation for foreclosure, and (D) all other amounts due and owing under the loan documents; provided, however, the purchase price shall not include any prepayment penalties or fees; and (iii) the transfer of the loan to Landlord will be without recourse. Tenant hereby consents to any cure by Landlord of any default by Tenant under a Mortgage. Tenant shall reimburse Landlord for all payments, costs and expenses made, paid or incurred, together with interest thereon (which payments costs, expenses and interest shall be considered additional rent hereunder), by Landlord in connection with the cure of any such default or the acquisition of any 15 Ground Lease Tamarac Village Multifamily Parcel 2 loan by Landlord, including attorney's fees, immediately upon receipt of Landlord's written demand for reimbursement. SECTION 12. Casualty 12.1 Duty to Repair. Except as otherwise provided in this Section 12 and subject to the terms and conditions of any Mortgage, if the Improvements or any part thereof shall be damaged or destroyed by any casualty or cause whatsoever, Tenant shall within five (5) calendar days after Tenant becomes aware that any casualty to the Improvements or any part thereof is of a material nature give written notice thereof to Landlord, and Tenant shall be responsible to restore, repair, or rebuild the Improvements to substantially the same condition that existed prior to such damage or destruction. Tenant shall commence reconstruction, repair, restoration, or rebuilding of the damaged or destroyed portion within thirty (30) calendar days following the later to occur of (i) the date when Tenant may commence repairs on the damaged Improvements after having satisfied all requirements with respect to the inspections and investigations required in connection with the claims procedures required by any insurer in connection with any applicable insurance policies, and (ii) receipt of all permits and approvals required to be obtained from applicable authorities in connection with the restoration of the Improvements, and thereafter Tenant shall diligently pursue the same to completion. 12.2 Tenant's Election to Terminate. In case of any damage or destruction occurring in the last 10 years of the Term or the renewal term rendering the project untenable, Tenant may, at Tenant's option, by notice in writing given Landlord within thirty (30) calendar days after the occurrence of such damage or destruction, elect to terminate this Lease. This Lease shall then terminate on the date specified in the notice, except as provided below and except with respect to obligations and liabilities of Landlord and Tenant under this Lease that have arisen on or before such date of termination. In the event of termination, the insurance proceeds payable in connection with the damage or destruction of the Improvements shall be payable to the Mortgagee in the event that a Mortgage is in effect, with the balance payable to Landlord. In no event shall Landlord be entitled to any proceeds or compensation awarded for Tenant's lost profits under any policy of insurance maintained by Tenant. Upon this termination, regardless of the amount of proceeds available, Tenant shall satisfy and cause to be released any mortgages (including any Mortgage), liens or other encumbrances placed or suffered to be placed on the Premises by Tenant. In addition, Tenant shall do any work (e.g. demolition) necessary that the Premises will be surrendered to Landlord in safe and proper condition. 12.3 Landlord's Election to Terminate. Tenant's failure to commence its repair, restoration, rebuilding, or reconstruction of the Improvements in accordance with this Section 12, shall, unless such failure is due to circumstances which are beyond the control of Tenant, be deemed a default under this Lease. 12.4 Payment of Proceeds. Subject to the terms and conditions of any Mortgage, all insurance proceeds paid on account of such damage or destruction, less the 16 Grcund Lease Tamarac Village Multifamily Parcel 2 reasonable cost, if any, incurred in connection with adjustment of the loss and the collection thereof, shall be paid to Tenant and are to be applied solely to the payment of the costs of the aforesaid restoration, repair, rebuilding or reconstruction, including the cost of temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, rebuilding, or reconstruction. Following completion of the restoration or repair work, any balances of the insurance money paid to Tenant shall be retained by Tenant. 12.5 No Abatement. No destruction of or damage to the Improvements by fire or any other casualty or cause shall relieve Tenant from any term or provision of this Lease. Except as set forth herein, Tenant waives any rights now or hereafter conferred upon it by statute or other applicable law to terminate or surrender this Lease or the Improvements or any part thereof, or to any suspension, diminution, abatement or reduction of rent on account of any such destruction or damage. If the Improvements shall be damaged or rendered wholly or partially untenantable by fire or other casualty during the Term, no rent shall abate during such period, whether the Property is tenantable or not. SECTION 13. Condemnation 13.1 Participation in Proceedings. In the event that the Premises in whole or in any part, shall be taken in condemnation proceedings or by exercise of any right of eminent domain or by agreement between Landlord, Tenant, and those authorized to exercise such right (any such matters being herein referred to as a "Taking"), Landlord, Tenant, and any person having an interest in the award or awards, including, without limitation, any Mortgagee, shall have the right to participate in any such condemnation proceedings or agreement for the purpose of protecting their interests hereunder. Each party so participating shall pay its own expenses therein. 13.2 Effect of Taking-, Termination of Lease. If at any time during the Term or the renewal term of this Lease there shall be a Taking of substantially all of the Premises, this Lease shall terminate and expire on the date of such Taking. For the purpose of this Article, "substantially all of the Premises" shall be deemed to have been taken if the Taking would result in fifty-one percent (51%) or more of the Improvements being removed or rendered unusable, or if the portion of the Improvements so taken, in Tenant's reasonable judgment, would render the remainder of the Improvements insufficient for the economic and feasible operation thereof by Tenant. 13.3 Allocation of Proceeds. Any award or compensation paid on account of any Taking shall be paid to Tenant; provided, however, to the extent such award or compensation is required to be paid to a Mortgagee pursuant to a Mortgage, Tenant's share of such award or compensation shall be paid to such Mortgagee. 13.4 Continuation of Lease After Taking. If any Taking shall not be of substantially all of the Premises, this Lease shall continue after any such partial Taking and shall remain unaffected, except that Tenant shall commence the restoration work in the time -frame specified below and diligently pursue the same to completion. Tenant shall 17 Ground Lease Tamarac Village Multifamily Parcel 2 commence the restoration work within thirty (30) calendar days following its receipt of the condemnation award and all permits and approvals required to be obtained by applicable authorities in connection with the restoration of the Improvements, and thereafter Tenant shall diligently pursue the same to completion. 13.5 Taking of Lesser Interests. In the event of the Taking of an easement or any other taking which shall be of an interest or estate in the Premises less than a fee simple, as a result of which the Premises shall be insufficient for the economic and feasible operation thereof by Tenant, this Lease shall terminate and expire with the same force and effect as in the case of a Taking pursuant to Section 13.2 hereof. Otherwise, such Taking shall be deemed insufficient to terminate this Lease, and the division of the award shall be governed by Section 13.3 hereof. For purposes of this Section, any change of grade of a roadway on which the Premises abuts, to the extent that such change impairs Tenant's use of the Premises and requires Tenant to make changes to the Premises to restore such use, shall be deemed a partial Taking subject to this Section 13, and any recovery as a result of the same shall be paid to Tenant to the extent provided in this Section 13 for restoration costs. SECTION 14. Assignment; Subletting 14.1 Restriction. Except for any assignment or subletting permitted pursuant to this Lease, Tenant shall not assign this Lease or sublet all or any portion of the Premises (other than residential or commercial leases of all or any portion of the Improvements entered into in the ordinary course of Tenant's business) unless and until Tenant shall first obtain Landlord's prior written consent, which consent shall not be unreasonably withheld but may be conditioned upon such assignee having financial resources that are comparable to or more substantial than those of the Tenant. 14.2 Continuing Liability_. In the event of any assignment of this Lease or sublease of all or a portion of the Premises, Tenant shall not be relieved from liability for any of the obligations hereunder without Landlord's written consent, which shall not be unreasonably withheld. 14.3 Liability as to Other Leases. Landlord and Tenant acknowledge and agree that, although Tenant's affiliates are tenants under leases with respect to nearby parcels, and notwithstanding that Tenant's parent company has guaranteed all of such leases, all rights, duties, and obligations under this Lease are separate from and independent of any rights, duties, or obligations under any of such other leases. Notwithstanding the foregoing, until such time as either (i) the Tenant hereunder has granted a leasehold mortgage with respect to this Lease to any lender or (ii) JKM TV C, LLC (the "Affiliated Tenant") pursuant to the ground lease entered into on or about the date hereof with Landlord (such ground lease, the "Affiliated Tenant Lease"), any default under this Lease or under the Affiliated Tenant Lease shall be deemed an event of default under the other lease, and until such time as such default has been cured, then, with respect to each of such leases but subject to any applicable grace or cure periods, the Landlord shall have all rights available under each such lease. For the avoidance of doubt, at such time as either (i) the Tenant has granted a leasehold 18 Ground Lease Tamarac Village Multifamily Parcel 2 interest to a lender with respect to this Lease or (ii) the Affiliated Tenant has granted a leasehold interest to a lender with respect to the Affiliated Tenant Lease, the immediately preceding sentence shall have no further force or effect, such that only the first sentence in this Section 14.3 shall have any force or effect. SECTION 15. Defaults; Remedies 15.1 Default. If one or more of the following events ("Defaults") shall happen and be continuing: (a) Tenant fails to pay within five (5) calendar days of when due any amount to be paid under this Lease by Tenant and the failure continues for ten (10) calendar days after written notice from Landlord; (b) Tenant fails to perform or observe any other covenant or condition to be performed or complied with by Tenant under this Lease, and the failure continues for ten (10) calendar days after written notice by Landlord to Tenant; or, if the default complained of is not a monetary default and is of such a nature that it cannot reasonably be completely cured or remedied within such ten (10) calendar day period, Tenant fails to commence to cure the default during the ten (10) calendar day period, or does not thereafter diligently prosecute such remedy or cure to completion; (c) Tenant files or there is filed against Tenant a petition in bankruptcy or a petition or answer seeking reorganization under the Federal Bankruptcy Code or any other applicable statute; or (d) an order is entered adjudicating Tenant a bankrupt or approving an involuntary petition seeking a reorganization of Tenant under the Federal Bankruptcy Code or any other applicable statute or appointing a receiver, trustee or conservator for all or any substantial part of the property of Tenant, and the order is not vacated or stayed within ninety (90) calendar days of entry; then, and in any of those events (but subject to the provisions of Section 15.3 below), Landlord shall have the right, at its option, then or at any time while the default continues, to give a written notice specifying a date on which this Lease shall terminate, and on that date, subject to the provisions of this Section relating to the survival of Tenant's obligations, this Lease shall terminate; provided, however, that Tenant shall have the right to nullify Landlord's termination by curing the default prior to the termination date set forth in Landlord's notice. 15.2 Damages. In the event of any default and recovery of possession of the Property by Landlord, whether or not this Lease is terminated by Landlord, Landlord shall have the right, at its option and as liquidated and agreed damages (and not as a penalty) due to the difficulty of ascertaining actual damages to collect not only the fixed annual rent but an amount payable as additional rent equal to the debt service related to the Property incurred by the Landlord for every day of Tenant's default. Landlord and Tenant agree that such additional rent shall be deemed to be Landlord's best estimate of the damages which will be incurred by Landlord as a result of Tenant's default. The parties agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered by Landlord as a result of Tenant's failure to complete the transactions contemplated pursuant to this Lease, and that under the circumstances existing as of the date of this Lease, the liquidated damages provided for in this Section represent a reasonable estimate of the damages which Landlord will incur as a result of such failure. The parties acknowledge that the payment of 19 Ground Lease Tamarac Village Multifamily Parcel 2 such liquidated damages is not intended as a forfeiture or penalty under any legal or equitable theory, but is intended to constitute liquidated damages to Landlord. 15.3 Right to Cure Defaults. If Tenant shall fail to make any payment of taxes, assessments or other charges, maintain required insurance coverages, or perform any other act required to be made or performed under this Lease, Landlord, without waiving or releasing any obligation or default, may (but shall be under no obligation to) following reasonable prior written notice to Tenant, make the payment or perform the act for the account and at the expense of Tenant. All sums so paid by Landlord shall constitute additional rent and shall be paid by Tenant to Landlord on demand, together with interest thereon from the date said funds were advanced at a rate equal to the lower of (i) eighteen percent (18%), or (ii) the highest rate permissible at law. 15.4 Tenant Remedies. Notwithstanding anything to the contrary in this Lease, if Landlord defaults on its obligations hereunder to convey to Tenant possession of the leasehold interest contemplated by this Lease in accordance with the terms of this Lease, Tenant shall have all remedies at law or in equity, including, but not limited to, the remedy of specific performance. SECTION 16. Quiet Enjoyment 16.1 Tenant's Right to Quiet Enjoyment. Tenant, upon paying all rent and other charges provided for, and upon observing and keeping all covenants, agreements and conditions of this Lease to be kept on its part, shall quietly have and enjoy the Premises during the term of this Lease without hindrance or molestation by anyone claiming by, through or under Landlord; subject, however, to the exceptions, reservations and conditions of this Lease. 16.2 Waste. Tenant shall not permit, commit, or suffer waste or impairment of the Project, or any part thereof; provided, however, demolition of existing improvements on the Property existing on the Commencement Date shall not constitute waste. 16.3 Surrender. At the expiration or earlier termination of the Term, Tenant shall yield the Property to Landlord in good order and repair. Except as otherwise provided in this Lease, the Improvements and any other leasehold improvements shall become the sole property of Landlord at the expiration of the term without any compensation to Tenant. By expiration or earlier termination of this Lease, Tenant (and any tenant of any of the Improvements) may remove any of Tenant's (or any such tenant's) trade fixtures, furniture, furnishings, and other personal property from the Property, and Tenant shall repair any damage which may result to the Property from such removal. In the event Tenant fails to remove those items, the items shall be deemed abandoned and shall be the property of Landlord. On or before the expiration or termination of this Lease, Tenant shall cause any mortgages, deeds of trust, liens or encumbrances created by, through or under Tenant to be fully released and discharged. 16.4 Landlord's Right of Entry. Tenant shall permit Landlord and its authorized representatives to enter the Premises during ordinary working hours on business days, 20 Ground Lease Tamarac Village Multifamily Parcel 2 in each case upon at least twenty-four hours prior notice to Tenant, for the purpose of inspecting the same; provided, however, that due to the dangerous nature of the construction sites resulting from construction of the Improvements upon the Property, Landlord shall at no time enter upon the Property without being accompanied by a representative of Tenant. SECTION 17. Estoppel Certificate 17.1 Estoppel Certificate. Landlord or Tenant shall at any time and from time to time upon not less than ten (10) calendar days' prior written notice from the other party execute, acknowledge and deliver to the requesting party a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the Rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to the requested party's knowledge, any uncured defaults on the part of the requesting party hereunder, or specifying such defaults if any are claimed. Such estoppel certificate shall act to estop the issuer from asserting a claim or defense against any bona fide prospective purchaser, subtenant, assignee, or encumbrancer of all or any portion of the Premises or the real property of which the Premises are a part to the extent that such claim or defense is based upon facts known to the issuer as of the date of the estoppel certificate which are contrary to the facts contained therein, and such bona fide purchaser, subtenant, assignee, or encumbrancer has acted in reasonable reliance upon such estoppel certificate without knowledge of facts to the contrary. The issuance of an estoppel certificate shall in no event subject the issuer to any liability for the negligent or inadvertent failure of the issuer to disclose correct and/or relevant information, nor shall such issuance be construed to waive any rights of the issuer to challenge acts committed by the other party for which approval by the issuer of the estoppel certificate was required but not sought or obtained. Subject to the foregoing, the requested party's failure to deliver such statement within such time shall be conclusive upon such requested party (i) that this Lease is in full force and effect, without modification except as may be represented by the requesting party, (ii) that there are no uncured defaults in the requesting party's performance known to the requested party except as noted therein, and (iii) that not more than one year's rental has been paid in advance unless otherwise stated. Notwithstanding the foregoing, Landlord has agreed that in connection with any financing to Tenant secured by a leasehold mortgage upon Tenant's leasehold interest in the Property, Landlord will deliver an estoppel in substantially the form attached hereto as Exhibit "D" (subject to any revisions to such form required in order to make any statement set forth therein true and/or not misleading in any material manner). 17.2 SNDA. Upon a request by Landlord, this Lease, and Tenant's rights hereunder shall be subject and subordinate to the lien of any mortgages or deeds of trust or other similar instrument that may now exist or may hereafter be placed upon the Property and all renewals, replacements, and extensions thereof provided the holder of such mortgage or deed of trust shall execute and deliver a Subordination, Non -Disturbance 21 Ground Lease Tamarac Village Multifamily Parcel 2 and Attomment Agreement in recordable form mutually acceptable to the parties thereto. SECTION 18. Non -Subordination of Landlord's Interest 18.1 Non -Subordination of Landlord's Interest. Notwithstanding any provision in this Lease to the contrary, Landlord's fee interest in and ownership of the Property and Landlord's rights and interest in this Lease (including, without limitation, the rights to rents, public charges, and other monetary obligations of Tenant to Landlord under this Lease) shall not be subject or subordinate to or encumbered by any financing for the Project or lien or encumbrances affecting Tenant's interest in this Lease or the Improvements or by any acts or omissions of Tenant or any sublessee hereunder. In this regard, all rents and other monetary obligations of Tenant to Landlord under this Lease then payable at any point in time during the Term shall be paid by Tenant to Landlord and shall be superior in right to all claims or rights hereunder or described above in this Section. SECTION 19. Confidentiality 19.1 Confidentiality. Except to the extent required by applicable law, specifically Chapter 119 of the Florida Statutes as may be amended from time to time, Landlord and Tenant agree that the terms and conditions of this Lease, and all other agreements and instruments executed and delivered by the respective parties in connection with this Lease, including all preliminary drafts of such documents (collectively, the "Transaction Documents"), shall remain confidential. Neither Landlord nor Tenant or their respective agents and representatives, shall distribute or make publicly available the Transaction Documents, or any part thereof, to any third party unless required by law to do so. 19.2 Permitted Disclosures. Notwithstanding the foregoing, Tenant may provide copies of the Transaction Documents and any preliminary drafts thereof to (i) third party lenders or equity partners with whom Tenant is negotiating to provide financing related to the Premises, the Project, or the Improvements, and (ii) any party who is contemplating an acquisition of or investment in all or any part of the Premises, the Project, or the Improvements. SECTION 20. Intentionally Omitted. 20.1 Intentionally Omitted. 20.2 Intentionally Omitted. 20.3 Intentionally Omitted. SECTION 21. Option to Purchase 21.1 Grant and Exercise of Option. Provided Tenant is not then in default of any terms or provisions of this Lease, Tenant shall have the option at any time after the 22 Ground Lease Tamarac Village Multifamily Parcel 2 Commencement Date to purchase Property upon the terms and conditions set forth herein (the "Option"). Tenant shall exercise the Option by executing and delivering to Landlord written notice (the "Option Notice") of its intention to exercise the Option with respect to the Property, together with all relevant information to the proposed exercise. Unless and until a closing occurs pursuant to an Option Notice (the "Option Closing"), Landlord and Tenant shall continue to comply in all respects with the terms and conditions of this Lease as then in effect. 21.2 Revocation of Option Notice. Tenant may, without penalty and at any time following delivery of an Option Notice (but in all events subject to the payment of any applicable Option Extension Fee(s) for the applicable time periods), revoke such Option Notice, in which case the Lease shall continue in full force and effect, and Tenant shall retain its Option to purchase all or any portion of the Property at any time thereafter, which Option may be exercised by Tenant, at its sole and absolute discretion, as set forth in Section 21.1. Such revocation shall not constitute a default under this Lease, and the parties acknowledge and agree that there shall be no penalty against Tenant, that Landlord shall not have been damaged thereby, and that Landlord shall have no need for any remedy with respect thereto. 21.3 Definitions. For purposes of this Section 21, the following terms shall have the following meanings: 21.3.1 Deposits. The Lease Deposit. 21.3.2 21.3.3 Ground Lea Tamarac Village Multifamily Parcel 2 Sixty Month Anniversary. The date that is sixty (60) months after the Commencement Date. Sales Price shall mean: From Month 1 To Molith 30 Propem Sales Price $7,448,265.00 30 33 $7,540,242.00 33 36 $7,633,354.50 36 39 $7,727,617.00 39 42 $7,823,043.00 42 45 $7,919,648.00 45 48 $8,017,446.00 48 51 $8,116,451.50 51 54 $8,216,679.50 54 57 $8,318,145.00 57 60 $8,400,000.00 60 63 $8,503,729.50 63 66 $8,608,740.00 66 T 69 $8,715,047.00 23 From Month 69 To Month 72 Property Sales Price $8,822,667.00 72 75 $8,931,616.00 75 78 $9,041,910.50 78 81 $9,153,567.00 81 84 $9,266,602.00 84 87 $9,381,033.00 87 90 $9,496,877.00 90 93 $9,614,151.50 93 96 $9,732,874.50 96 99 $9,853,063.50 99 102 $9,974,736.50 102 105 $10,097,912.00 105 108 $10,222,608.50 108 111 $10,348,845.00 111 114 $10,476,640.50 114 117 $10,606,014.00 117 120 $10,736,985.00 21.3.4 Option Extension Fee. (a) Option Extension Fee shall mean a fee delivered in connection with an Option Extension Notice delivered to the Landlord. The amount of each Option Extension Fee for a Ninety (90) day extension shall be One Hundred Thousand and 00/100 dollars ($100,000.00). Each Option Extension Fee shall upon delivery become non-refundable and not credited to the Purchase Price. (b) Commencing on the beginning of the Seventy -Second (72nd) month subsequent to the Commencement Date, the Option Extension Fee for a twelve (12) month period shall be Four Hundred Thousand and 00/100 dollars ($400,000.00); any such extension shall not be subject to any proration. 21.3.5 Option Extension Notice shall mean a notice extending any obligation to deliver an Option Notice. 21.3.6 Option Extension Period shall mean a ninety (90) day period or a one (1) year period, as applicable, of extension for the time required to deliver a mandatory Option Notice; such extension shall apply, as applicable, either from sixty (60) months subsequent to the Commencement Date or from the end of the preceding Option Extension Period. 24 Ground Lease Tamarac Village Multifamily Parcel 2 21.4 Title Matters. Within twenty (20) calendar days from Tenant's exercise of its option, Tenant shall obtain, at Tenant's sole cost and expense, a commitment for an owner's title insurance policy (the "Option Title Commitment"). If pursuant to any Option Title Commitment, title to the Property is found to be subject to additional exceptions not revealed by the Title Commitment ("Additional Title Defects"), Tenant shall give written notice of such Additional Title Defects to Landlord no later than thirty (30) calendar days from Tenant's exercise of its option. Any Additional Title Defects, other than those created by, through or under Tenant, shall be removed of record by Landlord and, if necessary, the Option Closing shall be delayed by a period not to exceed sixty (60) calendar days to allow such removal. If such Additional Title Defects are not corrected within such sixty (60) calendar day period, then Tenant shall have the same options upon written notice from Landlord as Tenant has been granted in Section 4.3 as if Landlord did not cure such Title Defects. Notwithstanding the foregoing, if Landlord is responsible for causing such Additional Title Defects, Landlord shall be obligated to remove such Additional Title Defects. In addition thereto, notwithstanding the foregoing, Landlord agrees that Landlord shall pay all outstanding governmental or quasi -governmental assessments, and any outstanding judgments or liens against Landlord and/or the Property, including all penalties and interest, which arose as a result of any action or inaction by Landlord or any of its agents, employees, beneficiaries, contractors or invitees. 21.5 Closing Coordination. Subject to satisfaction of all of the other conditions to an Option Closing, the Option Closing shall occur in escrow upon such escrow conditions as Landlord, Tenant, their respective attorneys, and any other interested parties agree (e.g., a lender providing financing that will fund the purchase pursuant to the Option). If no Option Closing has occurred by the date which is one hundred twenty (120) calendar days following delivery of an Option Notice, unless the parties have otherwise agreed in writing, Tenant shall be deemed to have revoked such Option Notice, in which case the Lease shall continue in full force and effect, and Tenant shall retain its Option to purchase all or any portion of the Property at any time thereafter, which Option may be exercised by Tenant, at its sole and absolute discretion, in the method set forth in Section 21.1 hereof. Such revocation shall not constitute a default under this Lease, and the parties acknowledge and agree that there shall be no penalty against Tenant, that Landlord shall not have been damaged thereby, and that Landlord shall have no need for any remedy with respect thereto. For the avoidance of doubt, although there shall be no penalty to Tenant in connection with any such deemed revocation, Tenant shall in all events remain liable for the payment of any applicable Option Extension Fee(s) for the applicable time periods. 21.6 Closing Deliveries. Landlord shall deliver to Tenant at closing a deed, a bill of sale, and all other affidavits and other appropriate instruments of transfer and sale to fully effectuate the purchase of the Option Parcel and the transfer of all assets (real and personal, tangible and intangible) of Landlord in connection with the Option Parcel to Tenant, free and clear of all encumbrances. All documents are to be in form and substance satisfactory to Tenant, its counsel, and any title insurer to be issuing a title insurance policy in connection with the Option Closing. 25 Ground Lease Tamarac Village Multifamily Parcel 2 21.7 Payment. At the Option Closing, Tenant will pay to Landlord by wire transfer of funds the Option Purchase Price, subject to pro -rations and adjustments as set forth in this Lease. 21.8 Tenant's Conditions. Tenant shall not be obligated to close on the acquisition of the Option Parcel unless and until: (a) Title to the Option Parcel is delivered in accordance with the provisions of this Agreement and the Title Company is prepared to and will issue on the Option Closing Date, at Tenant's expense, an owner's policy of title insurance to Tenant, in the amount of the Option Purchase Price (or of the total acquisition cost, if a party is acquiring both an Option Parcel and the Improvements located thereon), insuring that marketable fee simple title to the Option Parcel is vested in Tenant, free and clear of all liens and encumbrances, specifically including the mortgage and any other mortgages placed on the Premises or the Option Parcel by Landlord. (b) Landlord is not in default in the performance of any of its obligations under this Lease beyond any applicable grace periods, or if any of the representations or warranties of Landlord are untrue or inaccurate in any material respect as of the Option Closing Date. 21.9 Landlord's Conditions. Landlord shall not be obligated to convey the Option Parcel unless and until: (a) Tenant has delivered the Option Purchase Price and tendered any and all Option Extension Fees. (b) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable grace periods, except for any default that would be cured as a result of the Option Closing. 21.10 Tenant Remedies. If Landlord defaults on its obligations hereunder to convey the Option Parcel to Tenant in accordance with the terms of this Lease, Tenant shall have all remedies at law or in equity, including, but not limited to, the remedy of specific performance. 21.11 Mandatory Exercise of Option. In connection with the following circumstances, Tenant shall be required to deliver an Option Notice: 21.11.1 Sale of Improvements. In connection with the proposed sale of all or any of the Improvements developed upon the Property, Tenant shall deliver an Option Notice in order to transfer the corresponding portion of the Property with the applicable portion of the Improvements to be sold. 21.11.2 Sixty (60) Months. On or before the expiration of sixty (60) months from the Commencement Date (or at the end of any prior Option Extension Period), Tenant shall either deliver an Option Notice to Landlord 26 Ground Lease Tamarac Village Multifamily Parcel 2 regarding the Property (or so much as remains subject to this Lease at such time), or, if Tenant determines, in its sole and absolute discretion, that for any reason an Option Closing is not feasible at such time, then in lieu of such Option Notice (or at the end of any prior Option Extension Period), Tenant may deliver an Option Extension Notice, and in connection therewith, shall deliver to Landlord the applicable Option Extension Fee. 21.12 Assignment. The parties acknowledge that the exercise of an Option is likely to occur where it is anticipated that the Property will be transferred to a purchaser of the Improvements located upon the Property, or to an entity intending to acquire title to the Property in order to develop the Improvements upon the Property. In such event, the parties shall coordinate such that Tenant may assign its right at closing on the Property to receive title to the Property to such proposed acquirer, such that Landlord may deliver title to the Property directly to such proposed acquirer, in order to avoid any potential gaps in title and in order to minimize the transaction costs related to such transaction. 21.13 Intentionally Omitted. SECTION 22. Warranties 22.1 Landlord's Warranties. Landlord represents and warrants to Tenant that: Landlord has full authority to execute, deliver and perform this Lease and each instrument and agreement to be executed and delivered by Landlord pursuant hereto and to take all of the actions contemplated hereby to be taken by Landlord, including, but not limited to, delivery of possession of the Premises to Tenant, free and clear of all title exceptions, except as provided herein; there is no pending proceeding to which Landlord is a party, or of which it has been given notice concerning any condemnation proceedings, which would materially and adversely affect the Premises; there are no actions, suits, investigations or proceedings pending or, to the best of Landlord's knowledge, threatened to be brought in any court or before any governmental agency which could have a materially adverse effect on the ability of Tenant to develop the Premises for multi -family residential use or delay or prohibit possession of the Premises by Tenant as contemplated by this Lease, nor are there any unsatisfied judgments or consent decrees which could have any such effect. Landlord is not in default with respect to or in violation of any order, writ, injunction or decree of any court, governmental department, agency or instrumentality having jurisdiction over the Premises, which related to the Premises; no toxic and/or hazardous wastes have been used or stored on, under or about the Premises by Landlord, nor has Landlord received notice of the presence of toxic and/or hazardous waste on, under, or about the Premises; and there are no other tenants of the Premises or other licensees, occupants, invitees, or guests with any right to occupy or enter upon the Premises. 22.2 The Tenant shall obtain all necessary licenses, permits and inspections necessary to operate the Project on the Property at its own expense. 27 Ground Lease Tamarac Village Multifamily Parcel 2 22.3 The Landlord approved General Contractor for the Project shall post a legally sufficient Performance and Payment Bond in an amount representing 100% of the cost of construction or in the alternative the Tenant shall post a legally sufficient Payment Bond in an amount representing 100% of the cost of construction. The Bond posted by the General Contractor or the Bond posted by the Tenant shall identify the Landlord as an additional obligee. Prior to commencing construction of the Project, Tenant shall provide Landlord with a copy of the Payment Bond or the Contractor's Performance and Payment Bond. In the event any contractor or subcontractor records a Claim of Lien, pursuant to Chapter 713, Florida Statutes against the Property, Tenant shall take all necessary action to insure that the Claim of Lien is released from the Premises within ten (10) calendar days from its recordation or else shall protect Landlord by a good and sufficient bond against any such lien or any cost, liability, or damage arising in connection with any such lien. SECTION 23. Provisions with Respect to Escrow Agent 23.1 Escrow Agent. It is understood and agreed that the duties of Escrow Agent are purely ministerial in nature. In addition to, and not in limitation of, any other provisions of this Lease with respect to Escrow Agent, it is further agreed that: 23.1.1 No Obligations. Escrow Agent shall not be responsible for the performance by Tenant or Landlord of their respective obligations under this Lease. Escrow Agent shall not be liable or responsible to perform any act pertaining to this Lease other than as set forth in this Lease, or because of the loss of any monies arising through insolvency or the act or default or omission of any person other than Escrow Agent. 23.1.2 Reliance. Escrow Agent shall have the right to act in reliance upon any document, instrument or signature believed by it in good faith to be genuine and to assume (unless it has reason to believe otherwise) that any person purporting to give any notice or instructions in accordance with this Lease or in connection with any transaction to which this Lease relates has been duly authorized to do so. Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions. Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by Tenant or Landlord or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court. 23.1.3 Conflicting Instructions or Uncertainty. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Deposit which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Lease, it shall be entitled to hold the Deposit, or a portion thereof, pending the resolution of such uncertainty to Escrow Agent's sole satisfaction, by entry of an order, judgment or decree by a court or courts of competent jurisdiction or otherwise; or Escrow Agent, at its option, may deposit the Deposit in the 28 Ground Lease Tamarac Village Multifamily Parcel 2 registry of a court of competent jurisdiction, in a proceeding to which all parties in interest are joined. Upon so depositing such Deposit and filing its complaint and interpleader, Escrow Agent shall be completely discharged and released from further liability. 23.1.4 No Liability. Escrow Agent shall not be liable for any action taken or omitted hereunder except in the case of its bad faith, gross negligence or willful misconduct. Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in reasonable reliance upon the advice of such counsel. Any reasonable expenses incurred by Escrow Agent in connection with such consultation shall be reimbursed jointly and severally by the parties hereto. 23.1.5 Indemnification. Tenant and Landlord, jointly and severally, indemnify Escrow Agent and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with the Deposit or which may result from Escrow Agent following instructions from any of them; and in connection therewith, each of Tenant and Landlord, jointly and severally, indemnifies Escrow Agent against any and all expenses, including attorneys' fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted. Escrow Agent will be vested with a lien on the Deposit to secure the aforementioned indemnity. 23.1.6 Right to Select Attorneys. Escrow Agent will have the right to utilize the services of the attorneys of its choice, and such election will not affect or in any way prejudice or limit Escrow Agent's entitlement to reasonable attorneys' fees for the services of such attorneys as set forth herein. 23.1.7 Limitation of Duties. This Lease sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligation shall be read into this Lease against Escrow Agent. SECTION 24. Notices 24.1 Notice Procedure. Any notice required or permitted to be given to a parry under the provisions of this Lease shall be in writing and may be delivered via courier or hand - delivery, by nationally recognized overnight air courier, or by certified or registered United States mail, postage prepaid, return receipt requested, addressed as follows: Landlord: Alan J. Polin, P.A., Co -Trustee 7525 NW 88t' Avenue Tamarac, FL 33351 29 Ground Lease Tamarac Village Multifamily Parcel 2 with a copy to: Michael Cernech, City Manager 7525 NW 881h Ave. Tamarac, FL 33351 Tenant: JKM Tamarac Village, LLC Attn: John K. Markey and Adam P. Freedman 2300 Glades Road Suite 202E Boca Raton, FL 33431 with a copy to: Stephen J. Grave de Peralta, Esq. PG Law 5030 Champion Blvd., Suite G11-281 Boca Raton, Florida 33496 Escrow Agent: PG Law 5030 Champion Blvd., Suite G11-281 Boca Raton, Florida 33496 Each such notice, request, or other communication shall be considered given and shall be deemed delivered (a) on the date delivered if by personal delivery or courier service; or (b) on the date on which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. Rejection, refusal to accept, or inability to deliver shall be deemed to be a receipt of such notice, request, or other communication. The respective attorneys for Tenant and Landlord are hereby authorized to give any notice pursuant to this Agreement on behalf of their respective clients. Copies of applicable notices shall be given to Escrow Agent. 24.2 Change of Address. Either party may, from time to time, change its notice address by written notice to the other party at its then -current mailing address, in accordance with the provisions of this section. SECTION 25. Radon Gas 25.1 Notice. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the County Public Health Unit. SECTION 26. Miscellaneous 26.1 No Waiver. No waiver of any condition or covenant of this Lease shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant, and nothing contained in this Lease shall be construed to be a waiver on the part of Landlord of any right or remedy in law or otherwise. 30 Ground Lease Tamarac Village Multifamily Parcel 2 26.2 Binding Effect. This Lease and the covenants and agreements of the parties shall be binding upon and inure to the benefit of Landlord and its successors and assigns and to the benefit of Tenant and its permitted successors and assigns. 26.3 Partial Invalidity. In the event any clause, term or condition of this Lease shall be determined to be illegal or unenforceable under any applicable governmental laws, orders, rules or regulations, this Lease shall remain in full force and effect as to all other terms, conditions and provisions. 26.4 Counterparts. This Lease may be executed simultaneously or in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 26.5 Governing Law. This Lease shall be governed by the laws of the state of Florida. This Lease is subject to and shall comply with the charter of the City of Tamarac as the same is in existence as of the execution of this Lease and the ordinances of these City of Tamarac. Any conflict between this Lease and the aforementioned charter of the City of Tamarac and ordinances shall be resolved in favor of the latter. 26.6 Memorandum of Lease. Landlord and Tenant have executed and delivered to each other a memorandum of this Lease for recording. Landlord shall promptly record the Memorandum of Lease in the appropriate public records in and for Broward County, Florida. This Lease shall not be recorded unless Tenant shall have consented thereto. 26.7 Costs. Whenever, in this Lease, anything is to be done or performed by Tenant or Landlord, unless otherwise expressly provided to the contrary, it shall be done or performed at the sole cost and expense of Tenant or Landlord, as the case may be. 26.8 Brokers. Tenant and Landlord represent and warrant to each other that neither has had any dealings or discussions with any broker or agent, licensed or otherwise) in connection with this Lease. Landlord and Tenant each covenants to protect, defend, hold harmless and indemnify the other from and against any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any claim by any brokers or agents for brokerage commissions relating to this Lease alleged to be due because of dealings or discussions with the indemnifying party. 26.9 Force Majeure. Whenever performance is required of any party hereunder, such party shall use commercially reasonable diligence to perform and take all reasonably necessary measures to perform its obligations; provided, however, that if completion of performance shall be delayed at any time by reason of acts of God (including, without limitation, hurricanes and other tropical storms and the weather conditions and market conditions resulting therefrom), significant variations from normal weather conditions reasonably expected during the period in question, war, civil commotion, riots, strikes, picketing, or other labor disputes, unavailability of labor or materials or damage to work in progress by reason of fire or other casualty or causes beyond the reasonable control of a party (other than financial reasons), then the time 31 Ground Lease Tamarac Village Multifamily Parcel 2 for performance as herein specified shall be appropriately extended to account for any such delay. 26.10 Conditions and Covenants. All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision. 26.11 Survival of Indemnities. All representations, warranties and indemnities under this Lease shall survive the expiration or sooner termination of this Lease. 26.12 No Partnership or Joint Venture. It is mutually understood and agreed that nothing contained in this Lease is intended or shall be construed in any manner or under any circumstances whatsoever as creating or establishing the relationship of partners or co -venturers, or creating or establishing the relationship of a joint venture between Tenant and Landlord, or as appointing or constituting Tenant as the agent or representative of Landlord for any purpose or in any manner whatsoever. 26.13 Interpretation; Conflict. Landlord and Tenant acknowledge that they were each represented by counsel in connection with this Lease and that each of them or their respective counsel reviewed and revised this Lease and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease. The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Lease as a whole and not to any particular provision of this Lease, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Lease unless otherwise specified. The words denoting persons shall include corporations, partnerships, limited liability companies, and other entities, and vice versa. The word "day" shall be interpreted to mean a calendar day unless specifically provided that such day is a "business day", which shall mean any day other than Saturday, Sunday, or any national legal holiday or other legal holiday recognized by the City of Tamarac, Florida; the term "days subsequent to" shall be interpreted to mean such period immediately following the referenced date or event. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions. 26.14 Headings, Interpretation Entire Agreement. The headings used in this Lease are inserted for convenience and are not to be considered in the construction of the provisions of this Lease. This Lease constitutes the entire agreement of the parties with respect to the subject matter hereof and may be amended or modified only in writing signed by both parties, and all prior agreements or understandings between the parties, either oral or written, are superseded by this Lease. 26.15 Attorneys' Fees and Costs. In all matters relating to the enforcement or preservation of rights and remedies under this Lease, and in all matters of collection, whether or not an event of default has actually occurred or has been declared and thereafter 32 Ground Lease Tamarac Village Multifamily Parcel 2 cured, the losing party shall reimburse the prevailing party for all costs and expenses, and the prevailing party shall be entitled to recover its reasonable legal fees and expenses. The parties agree that a party's legal fees and expenses shall include, without limitation: (a) reasonable attorneys' and paralegals' fees and disbursements; (b) the fees and expenses of any litigation (including appeals), bankruptcy, insolvency, receivership and any other similar proceeding, including, without limitation, attorney's fees and costs; (c) court costs; (d) the expenses of such party, its employees, agents, attorneys and witnesses in preparing for litigation, administrative, bankruptcy, insolvency and other proceedings and for lodging, travel, and attendance at meetings, hearings, depositions, and trials; and (e) consulting and witness fees and expenses incurred by such party in connection with any litigation or other proceeding. 26.16 Waiver of Trial by Jury. To the fullest extent permitted by applicable law, the parties hereto shall and they hereby do intentionally, knowingly, and voluntarily waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises and/or any claim or injury or damage. (Signatures appear on the following pages) 33 Ground Lease Tamarac Village Multifamily Parcel 2 Executed as of the day and year first written above. WITNESSES: Name: Name: IF,, -- Oml 1 01111111111 34 Ground Lease Tarnavec, Village Mulfillarntly Parcel 2 Alan J. Patin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 By:_ Name: Title: TENANT: JKM TV MF2, LLC, a Florida limited liability company By: JKM Tamarac Village, LLC, a Florida limited liability company, its Manager By: JKM Tamarac Village Capital, LLC, a Florida limited liability company, is Man er B jMarkley, Manager GUARANTY FOR VALUE RECEIVED, and in consideration for, and as an inducement to Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 ("Landlord"), to make the foregoing lease ("Lease") with JKM TV MF1, LLC, a Florida limited liability company ("Tenant"), the undersigned, JKM Tamarac Village, LLC, a Florida limited liability company ("Guarantor"), unconditionally guarantees the full performance and observance of all the covenants, conditions and agreements therein provided to be performed and observed by Tenant, Tenant's successors, assigns and heirs, and expressly agrees that the validity of this agreement and the obligations of the Guarantor shall in no way be terminated, affected or impaired by reason of the granting by Landlord of any indulgences to Tenant or by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by the relief of Tenant from any of Tenant's obligations under the Lease by operation of law or otherwise (including, but without limitation, the rejection of the Lease in connection with proceedings under the bankruptcy laws now or hereafter enacted). The obligations of the Guarantor include the payment to Landlord of any monies payable by Tenant under any provisions of the Lease at law, or in equity, including, without limitation, any monies payable by virtue of the breach of any warranty, the grant of any indemnity or by virtue of any other covenant of Tenant under the Lease. The Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of the Lease, whether or not the Guarantor shall have received any notice of or consented to such renewal, modification or extension. The Guarantor further agrees that its liability under this Guaranty shall be primary (and that the heading of this instrument and the use of the word "guarantee(s)" shall not be interpreted to limit the aforesaid primary obligations of the Guarantor). Presentment, notice and demand to Tenant or any other obligor and subsequent dishonor are not conditions for proceeding against the Guarantor. The Guarantor further represents to Landlord as an inducement for it to make the Lease, that the Guarantor owns a financial interest in Tenant. Guarantor's obligations as stated herein apply to all amounts owed by Tenant to Landlord, its successors, assigns and heirs, whether or not such obligations arise under one or more of the following situations and/or time frames: (i) presently, prior to or subsequently to an assignment of the Lease by Landlord to another party or entity; (ii) prior to or subsequent to a succession of interest to Landlord; (iii) as a result of advances or other consideration given by Landlord; and (iv) as a result of advances or other considerations given by Landlord's successors, assigns and heirs, so long as Tenant's obligations arise under the Lease. It is agreed that the failure of Landlord to insist in any one or more instances upon a strict performance or observance of any of the terms, provisions or covenants of the Lease or to exercise any right therein contained shall not be construed or deemed to be a waiver or relinquishment for the future of such term, provision, covenant or right, but the same shall continue and remain in full force and effect. Receipt by Landlord of rent with knowledge of the breach of any provision of the Lease shall not be deemed a waiver of such breach. No subletting, assignment or other transfer of the Lease, or any interest therein, shall operate to extinguish or diminish the liability of the Guarantor under this Guaranty; and 35 Ground Lease Tamarac Village Multifamily Parcel 2 wherever reference is made to the liability of Tenant named in the Lease, such reference shall be deemed likewise to refer to the Guarantor. If there is any litigation regarding the performance of any of the obligations under this Guaranty, the unsuccessful party in such litigation by final order, decree, or judgment of a court of competent jurisdiction shall reimburse the successful party for all reasonable legal, collection, and attorneys' fees and expenses incurred by such successful party in connection with obtaining such final order, decree, or judgment. It is further agreed that all of the terms and provisions hereof shall inure to the benefit of the heirs, executors, administrators and assigns of Landlord, and shall be binding upon the successors, assigns and heirs of the Guarantor. THIS IS A GENERAL, ABSOLUTE, AND UNCONDITIONAL CONTINUING GUARANTY WHICH IS ENFORCEABLE BY LANDLORD, ITS SUCCESSORS, ASSIGNS, AND HEIRS. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed this day of June, 2018. JKM Tamarac Village, LLC, a Florida limited liability company By: JKM Tamarac Village Capital, LLC, a Florida limited liability company, its Manager Jo K. Markey, Manager 36 Ground Lease Tamarac Village Multifamily Parcel 2 EXHIBIT A The Property PARCEL A LOTS 6 THROUGH 12, INCLUSIVE, BLOCK 4, LYONS INDUSTRIAL PARK, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 71, PAGE 1, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA. SAID LANDS SITUATE IN THE CITY OF TAMARAC, BROWARD COUNTY, FLORIDA AND CONTAIN 199,866 SQUARE FEET, MORE OR LESS. PARCEL B LOT 1, BLOCK 3, LYONS INDUSTRIAL PARK, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 71, PAGE 1, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA. SAID LANDS SITUATE IN THE CITY OF TAMARAC, BROWARD COUNTY, FLORIDA AND CONTAIN 49,866 SQUARE FEET, MORE OR LESS. PARCEL P-1 A PORTION OF LOTS 9 AND 10, BLOCK 9, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 69, PAGE 43, PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT 9, BLOCK 9, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 69, PAGE 43, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA; THENCE SOUTH 89°36'02" WEST, ALONG THE NORTH LINE OF SAID LOT 9, A DISTANCE OF 56.97 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 0004438" EAST, A DISTANCE OF 105.52 FEET; THENCE SOUTH 89021'57" WEST, A DISTANCE OF 235.65 FEET; THENCE NORTH 00°23'58" WEST, A DISTANCE OF 81.48 FEET; THENCE NORTH 44036'02" EAST, A DISTANCE OF 35.36 FEET; THENCE NORTH 89036'02" EAST, ALONG THE NORTH LINE OF SAID LOTS 10 AND 9, A DISTANCE OF 210.02 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF TAMARAC, BROWARD COUNTY, FLORIDA AND CONTAIN 24,633 SQUARE FEET, MORE OR LESS. Ground Lease Tamarac Village Multlfamily Parcel 2 PARCEL P-2 A PORTION OF LOT 1, BLOCK 10, LYONS COMMERCIAL SUBDIVISION UNIT NO.2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 69, PAGE 43, PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE NORTH 89036'02" EAST, ALONG THE NORTH LINE OF SAID BLOCK 10 AND THE SOUTH RIGHT-OF-WAY LINE OF N.W. 57TH STREET, ACCORDING TO SAID PLAT, A DISTANCE OF 105.39 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 89036'02" EAST, ALONG SAID LINE, A DISTANCE OF 61.61 FEET; THENCE SOUTH 45023'58" EAST, A DISTANCE OF 35.36 FEET; THENCE SOUTH 00023'58" EAST, A DISTANCE OF 71.28 FEET; THENCE SOUTH 89°36'36" WEST, A DISTANCE OF 87.13 FEET; THENCE NORTH 00°05' 10" WEST, A DISTANCE OF 96.26 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF TAMARAC, BROWARD COUNTY, FLORIDA AND CONTAIN 8,050 SQUARE FEET, MORE OR LESS. NOTE: IT IS ANTICIPATED THAT, UPON APPROVAL OF THE PROPOSED PLAT OF TAMARAC VILLAGE AND THE RECORDING OF SUCH PLAT IN THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, THE PARCELS IDENTIFIED IN THE FOREGOING PROPERTY WILL BE KNOWN AS PARCELS A, B, P-1, AND P-2 OF SUCH PLAT, AS INDICATED ABOVE. EXHIBIT B Master Site Plan [SEE ATTACHED] No Text EXHIBIT C Insurance Requirements The following are required types and minimum limits of insurance coverage, which the Tenant agrees to maintain during the term of this lease agreement (or which will be provided by any applicable contractor or subcontractor of Tenant providing the applicable services with respect to the Premises: Line of Business/ Coverage Occurrence Aggregate Commercial General Liability and or $1,000,000 $2,000,000 Umbrella/Excess Liability Including: Premises/Operations Contractual Liability Contractors Liability Personal Injury/Advertising Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Employment Practices and Employer Benefits Liability Errors and Omissions Automobile Liability Owned and Leased Hired and Non -owned Personal Injury Protection Storage Tank Liability (when applicable) Pollution Liability Flood Insurance (when applicable) $1,000,000 $2,000,000 $1,000,000 $2,000,000 Statutory $1,000,000 $2,000,000 $1,000,000 $2,000,000 Property Insurance (All Risk Peril Policy including Hurricane/Wind or a comparable Special Risk Policy covering approved list of perils) Builders' Risk Coverages (while under construction) Boiler and Machinery Contents Workers' Compensation Statutory Employers Liability Bodily Injury by Accident $1,000,000 Bodily Injury by Disease $1,000,000 Bodily Injury by Disease Policy Limit $1,000,000 Neither the Tenant nor subtenant or contractor shall commence work under this lease until they have obtained all insurance required under this section and have supplied the Landlord with evidence of such coverage in the form of an insurance certificate and endorsement. The Tenant will ensure that all subtenants or contractors will comply with the above guidelines and will maintain the necessary coverages throughout the term of this agreement. In addition, the Tenant and any subtenants or contractors shall insure that all insurance coverages required by all applicable Florida Law is provided. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. Policies shall be "Occurrence" form. Each carrier will give the Landlord at least thirty (30) days' notice prior to cancellation. The Tenant's and any subtenant's or contractor's liability insurance policies (General Liability, Automobile Liability, and Pollution Liability) in addition to any other policies as determined by the Landlord's Risk Manager shall be endorsed to add the City of Tamarac as an "additional insured". The Tenant's (and any subtenant's, or contractor's) Workers' Compensation carrier will provide a Waiver of Subrogation to the Landlord. "Claims -Made" forms are acceptable for D&O/Errors and Omissions coverage The Tenant and any subtenant or contractor shall be responsible for the payment of all deductibles and self -insured retentions. The Landlord may require the Tenant to purchase a bond to cover the full amount of the deductible or self -insured retention. If the Tenant or any subtenant or contractor is to provide professional services under this Agreement, they must provide the Landlord with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims -Made" forms are acceptable for Professional Liability. The tenant and any subtenants or contractors agree to perform the work under the agreement as an independent contractor(s), and not as a subcontractor(s), agent(s) or employee(s) of Landlord. For purposes of this exhibit, a subtenant shall mean only a commercial subtenant of Tenant, and shall not include any residential subtenant of Tenant under the Lease. Furthermore, no subtenant shall be required to obtain any form of insurance required by this Exhibit except for General Liability and, if required by law with respect to such subtenant, Workers' Compensation. EXHIBIT D Form of Landlord Estoppel [SEE ATTACHED] This document prepared by and when recorded return to: Thomas P. Angelo, Esq. Angelo & Banta, P.A. 515 East Las Olas Boulevard Suite 850 Fort Lauderdale, Florida 33301 Space above this line for recorder's use only LANDLORD'S ESTOPPEL CERTIFICATE AND AGREEMENT Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 (the "Landlord"), entered into that certain Ground Lease dated as of June _, 2018 (including all attachments and Exhibits thereto, the "Lease"), with JKM TV MF1, LLC, a Florida limited liability company ("Lessee"), as lessee. The Lease is of the real property described in Exhibit "A" attached hereto and made a part hereof (the "Premises"). In connection with the acquisition and construction of Lessee's leasehold estate in and to the Premises, the Lessee is receiving financing from CITY NATIONAL BANK OF FLORIDA (the "Bank" or "Lender") which will be secured, in part, by a Leasehold Mortgage, Assignment of Rents and Fixture Filing (the "Leasehold Mortgage"). CERTIFICATE For Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are acknowledged, the Landlord hereby certifies and agrees to the Bank as follows: 1. All capitalized terms used herein, which are not defined, shall have the same definitions as set forth in the Lease. 2. The Landlord is the lessor under the Lease. The Landlord is the owner, in fee simple, of the land under that Lease and has the full authority to enter into the Lease with Lessee. As of the date hereof: (a) the Lease is in full force and effect and has not been terminated, amended, modified, supplemented, superseded or assigned by the Landlord, and Landlord has received no notice of any such assignment by Lessee; (b) the Lease contains all of the agreements between the Landlord and Lessee relating to the Premises; (c) the Landlord has not delivered or received any notices of default under the Lease that have not been cured or settled; (d) to the Landlord's knowledge, there are no violations of, or defaults under, the Lease; and (e) to the knowledge of the Landlord, no event has occurred which with the giving of notice or the lapse of time, or both, would constitute a default under the Lease. 3. The Landlord hereby affirms that (a) all rental payments and any other amounts currently due under the Lease have been paid current as of the date of execution of this Agreement, (b) the term of the Lease commenced on , and will terminate on , unless sooner terminated or extended by the provisions of the Lease, (c) the rent commenced on (d) all approvals required for the execution and delivery of the Estoppel Certificate and Agreement by the Landlord have been obtained, and (e) the Security Deposit (as defined in the Lease) in the amount of $ , has not been returned to Lessee and is not being applied to monthly rental in accordance with the terms of the Lease. 4. The Landlord hereby consents to and approves the Lessee's entering into the Leasehold Mortgage, provided that all terms and provisions of the Leasehold Mortgage are subject to the requirements of the Lease and the Leasehold Mortgage is at all times subject to the Lease. The Landlord acknowledges that the Leasehold Mortgage provides that the Bank may require Lessee to obtain, not more than once per year during the life of the Mortgage or upon the occurrence of an Event of Default under the Mortgage, a statement from the Landlord in writing stating that the Lease is in full force and effect (but subject to any outstanding events of default); the dates to which the rent has been paid more than one month in advance; and stating whether or not, the Landlord has sent a written notice of default to Lessee and Lender, for which the noticed default has not been cured. The Landlord agrees to cooperate in providing the foregoing statement. 5. Notwithstanding any provision of the Lease to the contrary, contemporaneously with serving the Lessee with any notice of an event of a monetary default under the Lease (a "Monetary Default"), the Landlord will provide the Bank with notice of such a Monetary Default. No notice of a Monetary Default shall be effective against the Bank unless the Bank is provided such notice in accordance with this Section. The Bank shall thereupon have a period of time equal to the greater of (i) thirty (30) days or (ii) the period of time afforded the Lessee to remedy or cause to be remedied the Monetary Default plus five (5) business days, within which to remedy or cause to be remedied the Monetary Default, provided, however, that the Bank shall have no obligation to cure such Monetary Default. The Landlord shall accept such performance by or on behalf of Bank as if the same had been rendered by the party obligated to under the Lease. 6. Notwithstanding any provision of the Lease to the contrary, in the event of any default by the Lessee other than a Monetary Default as described in Section 5 above (a "Non -Monetary Default"), and contemporaneously with serving the Lessee with any notice of such default, the Landlord will provide a copy of any such notice to the Bank. No notice of a Non -Monetary Default shall be effective against the Bank unless a copy of such notice is provided to Bank in accordance with this Section. The Bank shall thereupon be entitled to cure, however, Bank shall have no obligation to cure such Non -Monetary Default, or cause to be cured, any such Non -Monetary Default within sixty (60) days after receipt of written notice from the Landlord that the Lessee has failed to cure the Non -Monetary Default within the time allowed under the Lease (subject to all applicable notice, grace and cure periods), so long as (i) the Bank is taking diligent and continuous action to cause such cure to be effected, and (ii) all monetary obligations required to be paid by the Lessee under the terms of the Lease are being paid in strict compliance with the requirements of the Lease (subject to Paragraph 5 above), in which event, during such sixty (60) day period the Landlord shall not terminate the Lease. As to any Non -Monetary Default which cannot practicably be remedied by Bank without taking possession of the Premises and/or Bank being entitled to remedy same under the Leasehold Mortgage or other loan documents executed in connection therewith, Bank's cure period hereunder shall be extended (and the Landlord shall not terminate the Lease) until Bank has possession of the Premises and/or the right to remedy same, so long as Bank diligently commences to obtain possession within said time, and/or the right to remedy same or diligently commences to remedy same within said time, and upon obtaining such possession and/or right, Bank shall take reasonable action to cause such cure to be effected. 7. The Landlord agrees that in the event of a termination, disaffirmance or rejection of the Lease pursuant to any laws (including any bankruptcy laws) or the termination of the Lease for any other reason, except the expiration thereof, the Landlord will give the Bank or any Successor (as hereinafter defined) the right, within ninety (90) days of written notice of such event, provided all rent and other monetary obligations to Landlord are brought current on or before the execution of the new lease, and all Non -Monetary defaults under the Lease have been cured or Bank or the Successor is diligently and continuously pursuing the cure of all such defaults, to enter into a new lease of the Premises, in the name of the Bank or the Successor, or through a designee, for the remainder of the term of the Lease and all extension periods under the Lease and upon all of the terms and conditions, and subject to all of the restrictions, of the Lease. 8. Notwithstanding anything to the contrary set forth herein, in the event of a default under the Leasehold Mortgage (including any bankruptcy), the Landlord will not object to the exercise by the -2- Lender of its rights under the Leasehold Mortgage and foreclosing or otherwise coming into occupancy of the Premises (on its own behalf or by a designee, receiver or trustee) and/or selling, assigning or otherwise transferring to a third party or parties the interest of the Lessee under the Lease (each a "Successor") as acquired by the Lender or a Successor under or pursuant to the Leasehold Mortgage (whether by foreclosure, deed in lieu or otherwise) (all the foregoing rights of Lender under the Leasehold Mortgage are referred to herein as the "Lender's Rights"). Furthermore, and notwithstanding anything herein to the contrary, in the event that Lender shall acquire Lessee's interest in the Premises, Lender shall have no obligation, nor incur any liability, beyond Lender's then equity interest, if any, in the Lease, and the Landlord shall look exclusively to such equity interest of Lender, if any, in the Lease for the payment and discharge of any obligations or liability imposed upon Lender under the Lease (or under any new lease with Bank or a Successor) in accordance with the terms hereof, and Lender (and its employees, agents, attorneys, representatives, shareholders, members, partners, directors, officers and managers) is hereby released and relieved of any other obligations or liability hereunder, under the Lease or under any such new lease. 9. The Landlord agrees that if the Bank so elects, and the Lease is in effect, Landlord will (subject to all purchase obligations of Lessee or other conditions and restrictions imposed in the Lease upon Lessee's leasehold interest) recognize: (i) Bank, whether as mortgagee in possession or otherwise (on its own behalf or by a designee, receiver or trustee); or (ii) any purchaser of the leasehold interest at a foreclosure sale under the Leasehold Mortgage, or any transferee who acquires the leasehold interest (whether by foreclosure, deed in lieu or otherwise), or (iii) any successors and assigns of Bank (on its own behalf or by a designee, receiver or trustee) and/or such purchasers and/or transferees, as its tenant for the unexpired balance (and any extensions, if exercised) of the term of the Lease upon the terms and conditions set forth therein, and (a) Bank's and/or Successor's peaceful and quiet enjoyment and possession and use and operation of the Premises shall not be disturbed, and (b) the Lease shall continue in full force and effect as a direct lease with the Landlord upon all the same terms and conditions thereof including, without limitation, all purchase obligations of Lessee or other conditions and restrictions imposed upon Lessee's leasehold interest. 10. The Landlord agrees that it will not consent to any termination, disaffirmance or rejection of the Lease pursuant to any laws (including any bankruptcy laws) and will not object to any request to extend any deadline to assume or reject the Lease, and will not cancel any permitted sublease of all or any portion of the Premises previously entered into by Lessee, and will continue to act as landlord under the Lease, until expiration of the cure periods set forth in Paragraph 5 and Paragraph 6 hereof, in strict compliance therewith, and subject to Paragraph 7 hereof. 11. The Landlord acknowledges that, notwithstanding anything in the Lease to the contrary, the Landlord may not and shall not terminate the Lease for any reason during the pendency of any cure or grace period (including any extensions thereof as provided for herein) afforded herein, provided that all monetary obligations required to be paid by Lessee under the terms of the Lease (including, without limitation, rent, extension fees, option purchase prices, and other expenses for which Lessee is obligated under the Lease) are being paid in strict compliance with the requirements of the Lease (subject to Paragraph 5 hereof), and any such purported termination shall be null and void. 12. The Lessee shall not be entitled to modify or amend, and except as allowed under the Lease, subject to the terms hereof, in the event of a default under and as defined in the Lease, to terminate the Lease, unless the Lessee has furnished the Landlord a copy of Bank's written consent to such action, which consent shall neither be unreasonably withheld nor delayed and any such purported modification or amendment obtained without Bank's written consent shall be of no force or effect. 13. The Landlord agrees that any notices by the Landlord that are to be given to Bank pursuant to the "Notice" Section 24.1 of the Lease will be given to Bank at the following address: City National Bank of Florida 25 West Flagler Street Miami, Florida 33130 -3- Attm 14. The Bank agrees that any Notice by the Bank that are to be given to the Landlord, shall be delivered to the Landlord pursuant to Section 24.1 of the Lease at the following address: 15. The Landlord acknowledges and consents to the grant of a security interest pursuant to the Leasehold Mortgage by the Lessee to the Lender in certain property of the Lessee located in or upon the Premises (including, but not limited to, all equipment, furnishings and fixtures of the Lessee). 16. This instrument may be recorded in the public records of Broward County, Florida. 17. The term "Lease" as referred to herein shall refer to and include any renewals, amendments, modifications, consolidations, replacements and/or extensions thereof, as well as any new lease entered into by Bank and/or a Successor as allowed hereunder. The term "hereunder" and "herein" as used in this Landlord's Estoppel Certificate and Agreement shall be deemed to refer to this entire Landlord's Estoppel Certificate and Agreement. This certificate is made to Bank knowing that Bank will rely on it in making advances, and shall inure to the benefit of Bank's successors, administrators and assigns and shall be binding upon the successors, administrators and assigns and mortgagees of the Landlord. IN WITNESS WHEREOF, the parties hereto have duly executed this Certificate as of this _ day of , 2018. WITNESSES: LANDLORD: Print Name: Print Name: Alan J. Polin, P.A.., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 By: _ Name: Title: -4- STATE OF FLORIDA ) )ss.: COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2018, by Alan J. Polin, President of Alan J. Polin, P.A, as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013, on behalf of the trust, who is personally known to me or has produced a driver's license as identification. Signature of Notary Public Printed Name of Notary Public My commission expires: -5- EXHIBIT "A" Legal Description Joinder and Consent of Lessee JKM TV MF1, LLC, a Florida limited liability company ("Lessee"), as lessee under the Lease as defined in the foregoing Landlord's Estoppel Certificate and Agreement hereby acknowledges, joins in and consents to the foregoing Landlord's Estoppel Certificate and Agreement, including without limitation, Paragraphs 5, 6 and 10 thereof. IN WITNESS WHEREOF, this Joinder has been executed by Lessee as of 20 WITNESSES: LESSEE: Print Name: Print Name: STATE OF FLORIDA ) )ss.: COUNTY OF ) JKM TV MF1, LLC, a Florida limited liability company By: JKM TAMARAC VILLAGE, LLC, a Florida limited liability company, its Manager By: JKM TAMARAC VILLAGE CAPITAL, LLC, a Florida limited liability company, its Manager By. - John K. Markey, Manager The foregoing instrument was acknowledged before me this _ day of , 2018, by as of JKM TAMARAC VILLAGE CAPITAL, LLC, a Florida limited liability company, the Manager of JKM TAMARAC VILLAGE, LLC, a Florida limited liability company, the Manager of JKM TV MF1, LLC, a Florida limited liability company, on behalf of the company, who is personally known to me or has produced a driver's license as identification. Signature of Notary Public Printed Name of Notary Public My commission expires: -7- Exhibit 4 GROUND LEASE BY AND BETWEEN ALAN J. POLIN, P.A., AS CO -TRUSTEE UNDER THE TAMARAC LAND TRUST AGREEMENT DATED JULY 109 2013 N JKM TV C, LLC, A FLORIDA LIMITED LIABILITY COMPANY REGARDING PROPERTY TO BE KNOWN AS PARCELS C-I AND C-2 OF TAMARAC VILLAGE REPLAT APPROXIMATELY +/- 3.47 NET ACRES OF VACANT LAND AND IMPROVEMENTS LOCATED IN TAMARAC, BROWARD COUNTY, FLORIDA Ground Lease Tamarac Village Commercial Parcel GROUND LEASE THIS GROUND LEASE (this "Lease") is made as of June , 2018, between Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 ("Landlord"), and JKM TV C, LLC, a Florida limited liability company ("Tenant"). A. In consideration of the mutual agreements contained in this Lease, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, that certain real property located in Tamarac, Broward County, Florida, and being more particularly described in Exhibit "A" attached to this Lease, together with all appurtenant easements, rights and privileges (the "Premises" or the "Property"). The Premises are leased subject to the following (the "Permitted Encumbrances"): (a) rights of the public in streets and highways adjoining the Property, if any; (b) zoning and building laws, ordinances, resolutions and regulations; (c) real estate taxes and assessments for public improvements which are not delinquent and not yet due and payable, (d) set back lines, easements, rights of way, encroachments, boundary line disputes and other matters which would be disclosed by an accurate survey and inspection of the Property; (e) all easements, rights of way, agreements, covenants and restrictions of record which are acceptable to Tenant; and (f) any reservations, exceptions or other conveyances of oil, gas, or other minerals as exist of record. B. Subject to the terms and conditions of this Lease, Tenant intends to develop upon the Property a commercial development (the "Project") anticipated to be based upon the new development master site plan and related specifications set forth on Exhibit "B" (the "Master Site Plan"), consisting of parcels containing approximately 44,090 square feet of commercial and/or retail space. It is anticipated that Tenant shall construct buildings and other improvements upon the Property (all such buildings and improvements constructed by Tenant or to be constructed by Tenant, but not any improvements existing as of the Effective Date of this Lease, are herein referred to as the "Improvements"). In consideration of the foregoing, of the covenants and provisions contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: SECTION 1. Term 1.1 Effective Date. The Effective Date of this Lease shall be the date upon which the last party to this Lease, be it Landlord or Tenant, fully executes it. 1.2 Commencement Date. Commencement Date shall mean the Effective Date of this Agreement. 1.3 Term. The term of this Lease shall commence as of the Commencement Date and shall end upon the expiration of the ninety-ninth (99th) year following the Commencement Date, unless sooner terminated, including pursuant to the exercise of any option provided for under this Lease. Ground Lease Tamarac V llage commercial Parcel SECTION 2. Payments 2.1 Deposits. 2.1.1 Lease Deposit Requirements. Tenant has deposited with PG Law, as escrow agent ("Escrow Agent"), the sum of One Hundred and 00/100 Dollars ($100.00) (the "Lease Deposit") which is held in Escrow Agent's IOTA trust account with Chase Bank, NA ("Trust Account") in accordance with the terms of this Lease. The Lease Deposit is refundable only upon a default by Landlord under the terms of this Lease, which default continues beyond any applicable grace or cure period. 2.1.2 Treatment of Deposits. Within five (5) business days after the Effective Date, Escrow Agent shall deliver the Lease Deposit to Landlord, and as a result thereof, the Lease Deposit shall thereafter be non-refundable for any reason other than as a result of a default by Landlord under this Lease. 2.2 Rent. Tenant shall pay Landlord as annual rent (the "Rent") for the Property a payment of $100.00, payable in arrears on or before each anniversary of the "Commencement Date". SECTION 3. Site Analysis Period 3.1 Intentionally Omitted. 3.2 Intentionally Omitted. 3.3 Intentionally Omitted. 3.4 Intentionally Omitted. 3.5 Intentionally Omitted. 3.6 Intentionally Omitted. 3.7 CDD. As of the Effective Date, the Tenant shall be entitled to have one (1) individual whom it shall designate appointed to the Tamarac Village Community Development District Board of Supervisors. The Landlord agrees not to oppose any of Tenant's proposed appointments and Landlord further represents that it will take all appropriate action necessary, including resignations, to effectuate and allow for the appointment to the Tamarac Village Community Development District Board of Supervisors of Tenant's designated individual. 3.8 Lease Conditions. Notwithstanding anything to the contrary in this Lease, the terms and conditions of this Lease shall not become effective unless and until: 2 Ground Lease Tamarac Village Commercial Parcel (a) The Title Company is prepared to and will issue on the Commencement Date at Tenant's expense, the Leasehold Title Policy to Tenant insuring Tenant's leasehold interest in the Property, free and clear of all liens and encumbrances. (b) Tenant has secured all Approvals in substantial conformance with the Site Plan. (c) Intentionally Omitted. (d) Intentionally Omitted. (e) Intentionally Omitted. 3.9 Intentionally Omitted. 3.10 Permitted Use. Tenant shall develop the Premises for a commercial development consisting of parcels containing approximately 44,090 square feet of commercial and/or retail space, related commercial uses, and any other lawful use consistent with the City's Land Development Regulations and as further defined in an approved Planned Development Agreement. 3.11 Bonds. Tenant shall use commercially reasonable efforts to cause Landlord to be named as an additional obligee (subordinate to any construction lender) on any payment or performance bond issued with respect to construction of improvements. Prior to the issuance of a building permit, Tenant will obtain a surety bond (a) for any and all improvements which may be required within dedicated rights of way and/or public facility easements, and (b) for all public works pursuant to section 255.05 Florida Statutes, as same may be amended from time to time. 3.12 Reports. Tenant agrees to provide Landlord with accurate and reasonably complete quarterly (during design and construction) written updates "Progress Reports" regarding its progress and construction activities in substantially the same form as provided to Tenant's lenders and/or financial partners, including any third party reports (such as from engineers, etc.), but excluding any financial data, commencing on the first day of the month three (3) months subsequent to the Commencement Date. These reports shall be delivered to the Landlord or his designee. Thereafter, the Progress Reports shall be due on the 30th day of each calendar quarter (i.e., January 30, April 30, July 30, and October 30) on a quarterly basis. The provision of information and materials under this Section is intended solely for informational purposes to allow Landlord to monitor the progress of Development and compliance with this Lease in an efficient fashion and not for purposes of consent or approval; in connection therewith, no more than once per calendar quarter following the delivery of any Progress Report, Landlord (or his designees) may arrange to review with Tenant certain additional information in support of the Progress Report. Any failure to timely provide a Progress Report shall result in Tenant owing, as additional rent, a fee in the amount of Five Hundred Dollars and 00/100 ($500.00) per day until such time as Tenant has provided the applicable Progress Report; if applicable, Tenant shall promptly pay such amount following receipt of written request from Landlord for such payment. 3 Ground Lease Tamarac Village Commercial Parcel SECTION 4. Title and Title Insurance 4.1 Title Commitment. Tenant has obtained, at Tenant's sole cost and expense, a commitment for an ALTA owner's title insurance policy in an amount equal to the Sales Price for months 1 through 30 as set forth in Section 21.3.3 (the "Title Commitment") issued by Escrow Agent, as agent on behalf of Chicago Title Insurance Company (the "Title Insurance Company"), together with a legible copy of each document described on Schedule B, Section II thereof. 4.2 Status of Title. and in accordance with the Option afforded Tenant as set forth herein, as applicable, Landlord agrees: (i) upon execution of this Lease, to convey to Tenant the leasehold interest in the Property and (ii) in accordance with the Option afforded Tenant as set forth in this Lease, to convey to Tenant, in each case, free and clear of all liens and encumbrances other than any liens and encumbrances set forth in the Title Commitment (the "Permitted Title Exceptions"). 4.3 Intentionally Omitted. 4.4 Intentionally Omitted. SECTION 5. Repair and Maintenance 5.1 Tenant's Obligations. Tenant has accepted the Property in its "as is" condition, subject, however, to those specific representations and warranties made by Landlord and Landlord's indemnification obligations set forth in this Lease Agreement. Throughout the Term, Tenant, at its sole cost and expense, shall keep and maintain all of the Property, including all of the Improvements, in good repair and condition and shall make all repairs, replacements and renewals, foreseen or unforeseen, ordinary or extraordinary, necessary to put or maintain the Property in such state of repair and condition; for the avoidance of doubt, Tenant shall have no obligations to maintain any right-of-way or improvements located within any right-of-way 5.2 Landlord's Obligations. Landlord shall not be required to maintain, repair or rebuild all or any part of the Property (other than any right-of-way or improvements located within any right-of-way). Tenant waives the right to (a) require Landlord to maintain, repair or rebuild all or any part of the Property (other than any right-of-way or improvements located within any right-of-way), or (b) make repairs at the expense of Landlord pursuant to any legal requirement, contract, easement, covenant, condition or restriction at any time in effect. In addition, Tenant shall keep the Property in a safe and sanitary condition as required by all applicable governmental laws, codes, and regulations. SECTION 6. Compliance With Laws; Hazardous Waste 6.1 Compliance with Laws. During the term hereof, Tenant shall comply with and cause the Property to be in compliance with (i) all laws, ordinances and regulations, and other governmental rules, orders and determinations, whether or not presently contemplated (collectively, "Legal Requirements") applicable to the Property or the 4 Ground Lease Tamarac Village Commercial Parcel uses conducted on the Property, (ii) the provisions of any insurance policies required to be maintained by Tenant with respect to the Property, and (iii) the terms of any easements, covenants, conditions and restrictions affecting the Property which are Permitted Encumbrances or are created after the date of this Lease. If any additions, alterations, changes, repairs or other work of any nature, structural or otherwise, shall be required or ordered or become necessary at any time during the Term because of any of these requirements, the entire expense of the same, irrespective of when the same shall be incurred or become due, shall be the sole liability of Tenant. 6.2 Hazardous Substances. 6.2.1 Compliance. Tenant shall not cause or permit any Hazardous Substance (as hereinafter defined) to be brought, kept or used in or about the Property by Tenant, its subtenants, agents, employees, contractors, or invitees except in commercial quantities similar to those quantities usually kept on similar premises by others in the same business or profession. Tenant shall store, use and dispose of such materials in compliance with all applicable federal, state and local laws, including, without limitation, Applicable Environmental Law (as hereinafter defined). If any Hazardous Substance which is found, kept or brought on, in or under the Property during the Term is released or otherwise results in any contamination of the Property or any adjoining property or the air, soil, surface water or ground water, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the affected area(s) to the condition existing prior to the introduction of any such Hazardous Substance, including, without limitation, any investigation or monitoring of site conditions or any clean up, remediation, response, removal, encapsulation, containment or restoration work required because of the presence of any such Hazardous Substance on, in or under the Property or any release or suspected release or threat of release of any such Hazardous Substance in the air, soil, surface water or ground water (collectively, the "Remedial Work"). Tenant shall obtain all necessary licenses, manifests, permits and approvals to perform the Remedial Work. Tenant shall perform all Remedial Work and the disposal of all waste generated by the Remedial Work in accordance with all Applicable Environmental Law. 6.2.2 Tenant Responsibility. Without limiting the generality of the foregoing or any other provision of this Lease, Tenant shall be solely and completely responsible for responding to, defending against and/or complying with any administrative order, request or demand relating to potential or actual contamination on the Property or release of any Hazardous Substance into any adjoining property or the air, soil, surface water or ground water, or third party claims (including the claims of current or future subtenants in the Property, or other tenants or subtenants in units or parcels adjoining or near the Property) for Remedial Work or for the costs of any such Remedial Work or for the costs of any such Remedial Work which the third -party claimant has undertaken, whether such order, request, demand or claim names Landlord, Tenant or both, or refers to the property in any way, except where the 5 Ground Lease Tamarac Village Commercial Parcel contamination was caused solely by Landlord. The responsibility conferred under this paragraph includes but is not limited to responding to such orders, requests, demands and claims on behalf of Landlord and defending against any assertion of Landlord's financial responsibility or individual duty to perform thereunder. 6.2.3 Tenant Acts. Tenant shall indemnify, save harmless and defend Landlord from and against any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of the Premises and sums paid in settlement of claims, attorney's fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Landlord during or after the Term as a result of the presence of any Hazardous Substance on, in or under the Property or any release of any Hazardous Substance into the air, soil, surface water or ground water, which Hazardous Substance was brought, kept or used by Tenant in or about the Property at any time during the Term or any extension thereof. Tenant shall assume, pursuant to the foregoing indemnity, any liabilities or responsibilities which are assessed against Landlord in any action described under this Section 6.2.3 and under Section 6.2.2 above. Tenant shall provide to Landlord copies of all communications, filings or other writings, photographs or materials given to or received from any person, entity or agency in connection with any cleanup or Remedial Work conducted by Tenant, and shall notify Landlord of, and permit Landlord's representative to attend any meetings or oral communications relating thereto. 6.2.4 Landlord Acts. Subject to Section 768.28 of the Florida Statutes, Landlord shall indemnify, save harmless and defend Tenant and any member, manager, officer, director, partner or shareholder of Tenant from and against any and all claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses (including, without limitation, diminution in value of Tenant's leasehold estate and sums paid in settlement of claims, attorney's fees, consultant fees, expert fees and any fees and expenses incurred in enforcing this indemnity) incurred by, sought from or asserted directly or indirectly against Tenant during or after the Term as a result of the presence of any Hazardous Substance, which is brought, kept or used on, in or about the Property during the term of this Lease by Landlord, its agents, employees, contractors or invitees or which existed on, in, or about the Property as of the Effective Date. 6.2.5 Survival. The obligations of Tenant and the indemnities set forth in this Section 6 shall survive the termination or expiration of this Lease. 6 Ground Lease Tamarac Village Commercial Parcel 6.2.6 Notwithstanding the warranties set forth above, Landlord makes and shall make no warranty regarding the title to the Property except as to any warranties which will be contained in the instruments to be delivered by Landlord should the Tenant exercise the option to purchase the Property in accordance with this Lease, and Landlord makes and shall make no representation or warranty either expressed or implied (except as specifically set forth in the Lease) regarding condition, operability, safety, fitness for intended purpose, use, governmental requirements, development potential, utility availability, legal access, economic feasibility or any other matters whatsoever with respect to the Property. The Tenant specifically acknowledges and agrees that Landlord shall lease to the Tenant and Tenant agrees and acknowledges that it shall lease the Property on an "AS IS, WHERE IS, AND WITH ALL FAULTS" basis and that, except for the Landlord's representations and warranties specifically set forth in this Agreement, Tenant is not relying on any representations or warranties of any kind whatsoever, express or implied, from Landlord its agents, officers, or employees, as to any matters concerning the Property including, without limitation, any matters relating to (1) the quality, nature, adequacy, or physical condition of the Property, (2) the quality nature, adequacy or physical condition of soils, fill, geology, or any groundwater, (3) the existence, quality, nature, adequacy or physical condition of utilities serving the Property, (4) the development potential, income potential, expenses of the Property, (5) the Property's value, use, habitability, or merchantability, (6) the fitness, suitability, or adequacy of the Property for any particular use or purpose, (7) the zoning or other legal status of the Property, (8) the compliance of the Property or its operation with any applicable codes, laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives, decisions, guidelines, conditions, or restrictions of any governmental or quasi -governmental entity or of any other person or entity, including, without limitation, environmental person or entity, including without limitation, environmental laws, (9) the presence of Hazardous Materials (as defined herein) or any other hazardous or toxic matter on, under, or about the Property or adjoining or neighboring property, (10) the freedom of the Property from latent or apparent vices or defects, (11) environmental matters of any kind or nature whatsoever relating to the Property, (12) any development order or agreement, or (13) any other matter or matters of any nature or kind whatsoever relating to the Property. 6.2.7 Notwithstanding the disclaimers set forth in Section 6.2.6, during the term of this Lease, Tenant shall, and may peacefully have, hold and enjoy the Premises against all persons claiming by, through or under Landlord, subject to the other terms hereof, provided that Tenant pays all rent and other sums required under this Lease to be paid by Tenant and performs all of Tenant's covenants and agreements herein contained. 6.3 Hazardous Waste Definition. As used herein, the term "Hazardous Materials" means (i) those substances included within the definitions of "hazardous substances", "hazardous materials", "toxic substances" or "solid waste" in the Comprehensive 7 Ground Lease Tamarac Village Commercial Parcel Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §960 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S. C. §1801 et seq., or the Clean Water Act, 33 U.S.C. §1321 et seq., as amended, and in the regulations promulgated pursuant thereto; (ii) those substances listed in the United States Department of Transportation Table (49 CFR § 172.101) or by the Environmental Protection Agency as "hazardous substances", "hazardous materials", "toxic substances" or "solid waste", ni such other substances, materials and wastes which are regulated, or classified as hazardous or toxic, under applicable local, state or federal laws, ordinances or regulations; and any material, waste or substance which is petroleum, asbestos, polychlorinated, biphenyls, flammable explosives or radioactive materials. SECTION 7. Mechanics' Liens 7.1 Limitation of Lien Rights. Pursuant to Florida Statutes Section 713.10, any and all liens or lien rights shall extend to and only to the right, title, and interest of Tenant in the Project, Improvements, Property, and this Lease. 7.2 Impact of Liens on Landlord's Interest. The right, title, and interest of Landlord in the Property and this Lease shall not be subject to liens or claims of liens for improvements made by Tenant. Nothing contained in this Lease shall be deemed or construed to constitute the consent or request of Landlord, express or implied, by implication or otherwise, to any contractor, subcontractor, labor, or materialman for the performance of any labor or the furnishing of any materials for any specific improvement of, alteration to the Property, any Improvements, or any part thereof, nor as giving Tenant, any lender, subtenant, lessee, or sublessee any right, power or authority to contract for, or permit the rendering of, any services or the furnishing of materials that would give rise to the filing of any lien, mortgage, or other encumbrance against landlord's interest in the Property, or any part thereof, or against any assets of Landlord, or against Landlord's interest in any rent or other monetary obligations of Tenant under this Lease, or any other rights whatsoever with respect to this Lease. 7.3 Notice. Notice is hereby given, and Tenant shall cause all construction agreements entered into between Tenant and any general contractor or other contractor in privity with Tenant to provide that: (a) Landlord shall not be liable for any work performed or to be performed at the Property, or any part thereof, for Tenant, any lender, subtenant, lessee, or sublessee, or for any materials furnished or to be furnished to the Property, or any part thereof, for any of the foregoing; and (b) No mechanic's, laborer's, vendor's, materialmen's, or other similar statutory lien for such work or materials shall be attached to or affect Landlord's interest in the Property, or any part thereof, or any assets of Landlord, or any interest of 8 Ground Lease Tamarac Village Commercial Parcel Landlord's in any rent or other monetary obligations of Tenant under this Lease, or any other rights whatsoever with respect to this Lease. 7.4 Contesting Liens. If Tenant desires to contest any such lien prohibited by this Section 7, it shall notify Landlord of its intention to do so within ten (10) business days after the filing of such lien. In such case, Tenant, at Tenant's sole cost and expense, shall protect Landlord by a good and sufficient bond against any such lien in any cost, liability, or damage arising out of such contest. The lien, if Tenant timely provides the bond described above, shall not be considered a default hereunder. In the event of any such contest, Tenant shall protect and indemnify Landlord against all loss, expense and damage resulting therefrom. 7.5 Restatement. The terms of this Section 7 will be restated in the Memorandum of Lease in sufficient detail to satisfy the requirements of Section 713.10, Florida Statutes. SECTION 8. Payment of Costs Regarding the Property 8.1 Taxes; Assessments; etc. This Lease is a triple net lease. Accordingly, Tenant shall pay, prior to delinquency: any and all taxes, assessments, levies, fees, fines, penalties and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen subsequent to the Effective Date, which are during the Term hereof imposed or levied upon or assessed against (a) the Property, (b) the Improvements on the Property, or (c) this Lease, the leasehold estate hereby created or which arises in respect of the operation, possession or use of the Property. Tenant shall deliver to Landlord proof of payment of taxes required to be paid by Tenant hereunder. If Tenant fails to pay any of the foregoing before they become delinquent, Landlord, after notice to Tenant, may pay such delinquent taxes, assessments, levies, fees, fines, penalties and governmental charges, and all expenditures and costs incurred thereby shall be payable as additional rent hereunder within Thirty (30) calendar days after such notice to Tenant, If the Premises or any portion thereof are included in a tax parcel with other properties, Tenant shall be responsible for only that portion of taxes and assessments allocated to the Premises, as determined in Landlord's reasonable judgment. Landlord shall furnish to Tenant copies of tax bills together with statements of the amount due from Tenant. Tenant shall pay these amounts to Landlord within Thirty (30) calendar days after receipt of Landlord's statement. Tenant's obligations under this Section shall survive the expiration or termination of this Lease. Tenant may, if it desires, contest the validity or amount of any such tax, in which event, Tenant shall pay to the applicable taxing authority at least the minimum amount required in order to contest such tax obligation, in which case Tenant may subsequently seek a refund upon a favorable determination or shall otherwise remit to the applicable taxing authority the unpaid balance, if any, following an unfavorable determination. Tenant shall not be deemed in default under this Lease during the pendency of any contest with respect to any tax which is the subject of such contest. 9 Ground Lease Tamarac Village Commercial Parcel 8.2 Utilities. Tenant, at its sole cost and expense, shall obtain and promptly pay for all utility services furnished to or consumed on the Property, including, but not limited to, electricity, gas, water, sewer, heat, telephone, cable, internet, telecommunication, garbage collection, and all charges related to any of these services. 8.3 Triple Net Lease. This Lease is a "triple net" lease. Tenant shall pay all rent and all other charges due under this Lease without notice or demand and free from any charges, taxes, assessments, impositions, claims, damages, expenses, deductions, set- offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the rent and all other charges payable by Tenant shall continue to be payable in all events, and that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Lease. Except as otherwise specifically provided in this Lease, Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Property. SECTION 9. Insurance 9.1 Liability Insurance. As of the Effective Date, Tenant shall provide and keep in force, at its sole cost and expense, with responsible insurance companies reasonably acceptable to Landlord, comprehensive general liability insurance covering the Property and providing coverage with maximum limits of liability of not less than One Million Dollars ($1,000,000) for personal injury to or death of any one person, Two Million Dollars ($2,000,000) for personal injury to or death of any group of persons as a result of one accident, and One Million Dollars ($1,000,000) for property damage. Such policy shall name Landlord as an additional insured. 9.2 Casualty Insurance. Tenant, at its sole expense, shall keep all Improvements on the Premises insured against loss by fire and all of the risks and perils usually covered by an "all risk" endorsement to a policy of fire insurance upon property comparable to the Improvements, including vandalism and malicious mischief endorsements, in an amount equal to at least eighty percent (80%) of the replacement cost of the Improvements. Tenant shall furnish to Landlord evidence of coverage and any renewals or replacements of this insurance. Landlord shall be named an additional insured under this policy. Landlord, however, waives all rights and disclaims any interest in any insurance adjustments and settlements with respect to damage to the Improvements unless this Lease is terminated, in which event the proceeds shall be paid to Landlord. 9.3 Evidence of Insurance. Prior to Tenant taking possession of the Premises, Tenant shall provide satisfactory evidence of all required insurance to Landlord, in the form of either: (a) a certificate of insurance; or (b) a certified copy of the actual insurance policy. All insurance policies must specify that they are not subject to cancellation or non -renewal without a minimum of Ten (10) calendar days of notification to Tenant. Tenant shall, in addition to any other obligation to indemnify the Landlord and to the 10 Ground Lease Tamarac Village Commercial Parcel fullest extent permitted by law, protect, defend, indemnify and hold harmless the Landlord, their agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Tenant , anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the obligations under the Lease; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Tenant in the performance of the obligations under the Lease; or c). liens, claims or actions made by the Tenant or any subcontractor under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any cost of expenses, including attorney's fees, incurred by the Landlord to enforce this Lease shall be borne by the Lessee. 9.4 Upon expiration of this Lease, or the completion of all obligations and duties provided for in this Lease, or in the event of termination of this Lease for any reason, the terms and conditions of this Article shall survive indefinitely. 9.5 The Tenant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 9.6 Landlord reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all reasonable costs and fees associated therewith shall be the responsibility of Tenant under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive Landlord's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 9.7 The Tenant shall insure that it provides all insurance coverages as required in the Insurance Requirements which is attached hereto as Exhibit "C", and incorporated herein by reference. At all times during the term of this Lease, Tenant shall at a minimum maintain the coverages described on Exhibit "C", but if the coverages required by any mortgage lender to Tenant are more comprehensive or require higher policy limits, then this Lease shall be deemed to require the types of coverage and limits then required by Tenant's mortgage lender. 9.8 The Tenant shall maintain such insurance in full force and effect during the term of this Lease, including any renewal terms. The Tenant shall provide to the Landlord's Risk Manager current certificates of all insurance required under this section prior to beginning any work under this Lease. No material change or cancellation of any policies shall be made by the Tenant unless the Tenant has first provided the Landlord with written notice of the change or cancellation no less than thirty (30) calendar days prior to the effective date of cancellation or change. 11 Ground Lease Tamarac Village Commercial Parcel 9.9 Tenant shall provide that the insurance company issuing the insurance policy or policies shall not have the right of subrogation against the Landlord. On or before the Commencement Date of this Lease, and thereafter not less than fifteen (15) calendar days prior to the expiration dates of said policy or policies, Tenant shall provide copies of policies or certificates of insurance evidencing coverages required by this Lease. The insurance required under this Lease shall be issued by insurance companies authorized to do business in the State of Florida with a financial rating of at least an "A-VII" as rated in the most recent edition of Best's Insurance Reports or a rating agency of equal legal and business strength and reputation (the "Insurance Period"). 9.10 Tenant shall indemnify and save the Landlord harmless from any claim, damage, loss, or suit resulting to the Landlord, its agents, employees, officials, and representatives as a result of Tenant's or any of its subcontractors failure to obtain or maintain such insurance. 9.11 Tenant shall be responsible for the payment of all deductibles and self-insurance retentions. The Landlord may require that the Tenant purchase a bond to cover the full amount of the deductible or self -insured retention. 9.12 Any covered or insured loss shall be payable notwithstanding any act or negligence of the Tenant, or the Landlord, which might otherwise result in the forfeiture of said insurance. 9.13 The amounts of insurance coverage required herein shall be reviewed on an annual basis to ensure insurance coverage required hereunder satisfies all legal requirements imposed upon Landlord or otherwise, and to ensure that Tenant has insurance in place which satisfies at a minimum the requirements attached hereto as Exhibit "C", or such additional coverages and/or higher policy limits as may then be required by any mortgage lender to Tenant. 9.14 Tenant shall maintain at all times insurance covering all of the items included in Tenant's improvements, infrastructure, appurtenances, and related trade fixtures and personal property, from time to time in or upon the Property, and alterations, additions or changes made by Tenant in an amount not less than eighty (80%) percent of their full replacement cost as determined from time to time by the Landlord during the Term, providing protection against vandalism and malicious mischief. SECTION 10. Financing 10.1 Tenant's Financing. Tenant shall have the right during the Term to subject the Improvements and Tenant's leasehold interest in the Premises to one or more mortgages, deeds of trust, assignments of lease, security agreements or other methods of financing or refinancing (a "Mortgage," any holder of which is called a "Mortgagee"), or to any one or more extensions, modifications or renewals or replacements of a Mortgage. Tenant shall immediately notify Landlord in writing of the name and address of any Mortgagee. 12 Ground Lease Tamarac Village Commercial Parcel 10.2 At such time as Tenant receives a loan commitment or other evidence of a loan which it intends to accept, Tenant shall provide to Landlord within Ten (10) days of Landlord's written request a copy of such loan commitment or other evidence. SECTION 11. Rights of Mortgagee 11.1 Notice to Mortgagee. If Tenant shall be in default under this Lease, and the applicable grace period for cure by Tenant shall have expired, Landlord shall send a copy of the written notice of the default to Mortgagee at its address as provided in writing to Landlord by Tenant. Mortgagee shall have thirty (30) calendar days after delivery of the written notice from Landlord within which to cure or remove the default, and if the default cannot with diligence be cured within the thirty (30) calendar day period, then Mortgagee shall have a reasonable time thereafter but not to exceed sixty (60) calendar days to effect such cure, provided that Mortgagee promptly commences to cure the same and thereafter pursues the curing of the default with diligence. Notwithstanding any other provision of this Lease, at any time when any Mortgage is in effect, Landlord shall not have any right pursuant to this Lease or otherwise to terminate this Lease due to Tenant's default unless Landlord shall have first given a copy of the written notice of default to Mortgagee and unless Mortgagee shall have failed to cure or remove, or cause to be cured or removed, the default, within the time required by this Section 11. 11.2 Acceptance of Cure. Subject to the terms of an agreed upon subordination agreement between Landlord and any Mortgagee, Landlord will accept a timely and complete performance by Mortgagee of any covenant, agreement or obligation of Tenant contained in the Lease with the same effect as though performed by Tenant. 11.3 New Lease. If this Lease is terminated for any reason, including, but not limited to any termination following Mortgagee's failure to cure a default as permitted in Section 11.1, or in the event of the rejection or disaffirmance of this Lease pursuant to bankruptcy laws or other laws affecting creditors' rights, Landlord will enter into a new lease of the Property with Mortgagee, or with any affiliated party of Mortgagee designated by the Mortgagee, within 30 days after the request of Mortgagee referred to below. The new lease shall be effective as of the date of termination, rejection or disaffirmance of this Lease and shall be upon the same terms and provisions contained in this Lease (including the amount of rent and other sums due from Tenant hereunder and including all rights and obligations with respect to the Option described herein). In order to obtain a new lease, Mortgagee must make a written request to Landlord for the new lease within 30 days after Mortgagee is notified of the effective date of termination, rejection or disaffirmance of the Lease, as the case may be, and the written request must be accompanied by a copy of the new lease, duly executed and acknowledged by Mortgagee or the affiliated party of Mortgagee designated by Mortgagee as tenant. In addition, Mortgagee shall cure all defaults under the Lease that can be cured by the payment of money and pay to Landlord all rent and other sums that would have been due and payable by Tenant under this Lease but for the rejection, disaffirmance or termination. Any new lease made pursuant to this Section 11.3 shall be senior and superior to any other encumbrances on the 13 Ground Lease Tamarac V llage Commercial Parcel Property. Mortgagee's rights under this Section 11.3 are in addition to, and not limited by, Mortgagee's right to cure under Section 11.1. From the effective date of termination, rejection or disaffirmance of this Lease to the date of execution and delivery of such new lease or the expiration of the period during which Mortgagee may make a request, Mortgagee may, upon payment of the rent and any other sums as may be due from Tenant, use and enjoy the leasehold estate created by this Lease without hindrance by Landlord. 11.4 Delay for Foreclosure. If Landlord has given Mortgagee notice of Tenant's default under Section 11.1 and Mortgagee desires to cure Tenant's default but is unable to do so while Tenant is in possession of the Property, or if Landlord has elected to terminate this Lease and Mortgagee desires to obtain a new lease pursuant to Section 11.3 but has not yet acquired Tenant's leasehold interest in this Lease, then Mortgagee shall have the right to postpone the specified date for effecting a cure of this Lease but in no event shall that postponement exceed Ninety (90) calendar days or obtaining a new lease for a period reasonably sufficient to enable Mortgagee or its designee to acquire Tenant's interest in this Lease by foreclosure of its Mortgage or otherwise, as long as Mortgagee pays Landlord the rent and other sums due under this Lease during the postponement. Mortgagee shall exercise the right to extend the cure period or the date for obtaining a new lease by giving Landlord written notice at least three (3) calendar days prior to the last date that Landlord would otherwise be entitled to elect a cure or obtain a new lease and by tendering to Landlord any rent and other charges then in default. 11.5 No Surrender. If any Mortgage is in effect, Landlord will not accept a voluntary surrender of this Lease. 11.6 Obligations regarding Covenants. The provisions of this Section 11 are for the benefit of Mortgagee and may be relied upon and shall be enforceable by any Mortgagee. Neither Mortgagee nor any other holder or owner of the indebtedness secured by the Mortgage or otherwise shall be liable upon the covenants, agreements or obligations of Tenant contained in this Lease, unless and until Mortgagee or that holder or owner acquires the interest of Tenant. 11.7 Certain Conditions; Rights of Landlord. In order for any Mortgagee to be entitled to the benefits provided by this Section 11.7, the Mortgagee must expressly agree in a written agreement with Landlord in recordable form as follows: (i) that the Mortgagee will give Landlord notice of any default by Tenant under such Mortgage, and that Landlord will have the option, but not the obligation, to exercise either of the following rights within thirty (30) calendar days after receipt of such notice: (A) Landlord may cure said default within such 30-calendar day period if it shall so choose, unless such default is of such a nature that it cannot be completely cured within such 30-calendar day period, in which event Landlord shall have such longer period as shall be reasonably necessary to cure such default if Landlord shall so choose, provided Landlord commences such cure with such 30-day period and thereafter diligently prosecutes such cure to completion, or (B) Landlord may purchase the outstanding loan secured by the Mortgage and all related documents by 14 Ground Lease Tamarac Village Commercial Parcel giving the Mortgagee written notice of its intent to do so within such 30-day period; (ii) the purchase price for the loan shall be the total of (A) the outstanding principal balance of the loan as accelerated, (B) all accrued but unpaid interest, (C) all costs incurred by Mortgagee in connection with any of its attempts to collect the loan and enforce its remedies, including reasonable attorneys' fees and other costs in connection with preparation for foreclosure, and (D) all other amounts due and owing under the loan documents; provided, however, the purchase price shall not include any prepayment penalties or fees; and (iii) the transfer of the loan to Landlord will be without recourse. Tenant hereby consents to any cure by Landlord of any default by Tenant under a Mortgage. Tenant shall reimburse Landlord for all payments, costs and expenses made, paid or incurred, together with interest thereon (which payments costs, expenses and interest shall be considered additional rent hereunder), by Landlord in connection with the cure of any such default or the acquisition of any loan by Landlord, including attorney's fees, immediately upon receipt of Landlord's written demand for reimbursement. SECTION 12. Casualty 12.1 Duty to Repair. Except as otherwise provided in this Section 12 and subject to the terms and conditions of any Mortgage, if the Improvements or any part thereof shall be damaged or destroyed by any casualty or cause whatsoever, Tenant shall within five (5) calendar days after Tenant becomes aware that any casualty to the Improvements or any part thereof is of a material nature give written notice thereof to Landlord, and Tenant shall be responsible to restore, repair, or rebuild the Improvements to substantially the same condition that existed prior to such damage or destruction. Tenant shall commence reconstruction, repair, restoration, or rebuilding of the damaged or destroyed portion within thirty (30) calendar days following the later to occur of (i) the date when Tenant may commence repairs on the damaged Improvements after having satisfied all requirements with respect to the inspections and investigations required in connection with the claims procedures required by any insurer in connection with any applicable insurance policies, and (ii) receipt of all permits and approvals required to be obtained from applicable authorities in connection with the restoration of the Improvements, and thereafter Tenant shall diligently pursue the same to completion. 12.2 Tenant's Election to Terminate. In case of any damage or destruction occurring in the last 10 years of the Term or the renewal term rendering the project untenable, Tenant may, at Tenant's option, by notice in writing given Landlord within thirty (30) calendar days after the occurrence of such damage or destruction, elect to terminate this Lease. This Lease shall then terminate on the date specified in the notice, except as provided below and except with respect to obligations and liabilities of Landlord and Tenant under this Lease that have arisen on or before such date of termination. In the event of termination, the insurance proceeds payable in connection with the damage or destruction of the Improvements shall be payable to the Mortgagee in the event that a Mortgage is in effect, with the balance payable to Landlord. In no event shall Landlord be entitled to any proceeds or compensation awarded for Tenant's lost profits under any policy of insurance maintained by Tenant. Upon this termination, 15 Ground Lease Tamarac Village Commercial Parcel regardless of the amount of proceeds available, Tenant shall satisfy and cause to be released any mortgages (including any Mortgage), liens or other encumbrances placed or suffered to be placed on the Premises by Tenant. In addition, Tenant shall do any work (e.g. demolition) necessary that the Premises will be surrendered to Landlord in safe and proper condition. 12.3 Landlord's Election to Terminate. Tenant's failure to commence its repair, restoration, rebuilding, or reconstruction of the Improvements in accordance with this Section 12, shall, unless such failure is due to circumstances which are beyond the control of Tenant, be deemed a default under this Lease. 12.4 Payment of Proceeds. Subject to the terms and conditions of any Mortgage, all insurance proceeds paid on account of such damage or destruction, less the reasonable cost, if any, incurred in connection with adjustment of the loss and the collection thereof, shall be paid to Tenant and are to be applied solely to the payment of the costs of the aforesaid restoration, repair, rebuilding or reconstruction, including the cost of temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, rebuilding, or reconstruction. Following completion of the restoration or repair work, any balances of the insurance money paid to Tenant shall be retained by Tenant. 12.5 No Abatement. No destruction of or damage to the Improvements by fire or any other casualty or cause shall relieve Tenant from any term or provision of this Lease. Except as set forth herein, Tenant waives any rights now or hereafter conferred upon it by statute or other applicable law to terminate or surrender this Lease or the Improvements or any part thereof, or to tLny suspension, diminution, abatement or reduction of rent on account of any such destruction or damage. If the Improvements shall be damaged or rendered wholly or partially untenantable by fire or other casualty during the Term, no rent shall abate during such period, whether the Property is tenantable or not. SECTION 13. Condemnation 13.1 Participation in Proceedings. In the event that the Premises in whole or in any part, shall be taken in condemnation proceedings or by exercise of any right of eminent domain or by agreement between Landlord, Tenant, and those authorized to exercise such right (any such matters being herein referred to as a "Taking"), Landlord, Tenant, and any person having an interest in the award or awards, including, without limitation, any Mortgagee, shall have the right to participate in any such condemnation proceedings or agreement for the purpose of protecting their interests hereunder. Each party so participating shall pay its own expenses therein. 13.2 Effect of Taking; Termination of Lease. If at any time during the Term or the renewal term of this Lease there shall be a Taking of substantially all of the Premises, this Lease shall terminate and expire on the date of such Taking. For the purpose of this Article, "substantially all of the Premises" shall be deemed to have been taken if the Taking would result in fifty-one percent (51 %) or more of the Improvements 16 Ground Lease Tamarac V Ilage Commercial Parcel being removed or rendered unusable, or if the portion of the Improvements so taken, in Tenant's reasonable judgment, would render the remainder of the Improvements insufficient for the economic and feasible operation thereof by Tenant. 13.3 Allocation of Proceeds. Any award or compensation paid on account of any Taking shall be paid to Tenant; provided, however, to the extent such award or compensation is required to be paid to a Mortgagee pursuant to a Mortgage, Tenant's share of such award or compensation shall be paid to such Mortgagee. 13.4 Continuation of Lease After Taking. If any Taking shall not be of substantially all of the Premises, this Lease shall continue after any such partial Taking and shall remain unaffected, except that Tenant shall commence the restoration work in the time -frame specified below and diligently pursue the same to completion. Tenant shall commence the restoration work within thirty (30) calendar days following its receipt of the condemnation award and all permits and approvals required to be obtained by applicable authorities in connection with the restoration of the Improvements, and thereafter Tenant shall diligently pursue the same to completion. 13.5 Taking of Lesser Interests. In the event of the Taking of an easement or any other taking which shall be of an interest or estate in the Premises less than a fee simple, as a result of which the Premises shall be insufficient for the economic and feasible operation thereof by Tenant, this Lease shall terminate and expire with the same force and effect as in the case of a Taking pursuant to Section 13.2 hereof. Otherwise, such Taking shall be deemed insufficient to terminate this Lease, and the division of the award shall be governed by Section 13.3 hereof. For purposes of this Section, any change of grade of a roadway on which the Premises abuts, to the extent that such change impairs Tenant's use of the Premises and requires Tenant to make changes to the Premises to restore such use, shall be deemed a partial Taking subject to this Section 13, and any recovery as a result of the same shall be paid to Tenant to the extent provided in this Section 13 for restoration costs. SECTION 14. Assignment; Subletting 14.1 Restriction. Except for any assignment or subletting permitted pursuant to this Lease, Tenant shall not assign this Lease or sublet all or any portion of the Premises (other than residential or commercial leases of all or any portion of the Improvements entered into in the ordinary course of Tenant's business) unless and until Tenant shall first obtain Landlord's prior written consent, which consent shall not be unreasonably withheld but may be conditioned upon such assignee having financial resources that are comparable to or more substantial than those of the Tenant. 14.2 Continuing Liability. In the event of any assignment of this Lease or sublease of all or a portion of the Premises, Tenant shall not be relieved from liability for any of the obligations hereunder without Landlord's written consent, which shall not be unreasonably withheld. 17 Ground Lease Tamarac Village Commercial Parcel 14.3 Liability as to Other Leases. Landlord and Tenant acknowledge and agree that, although Tenant's affiliates are tenants under leases with respect to nearby parcels, and notwithstanding that Tenant's parent company has guaranteed all of such leases, all rights, duties, and obligations under this Lease are separate from and independent of any rights, duties, or obligations under any of such other leases. Notwithstanding the foregoing, until such time as either (i) the Tenant hereunder has granted a leasehold mortgage with respect to this Lease to any lender or (ii) JKM TV M172, LLC (the "Affiliated Tenant") pursuant to the ground lease entered into on or about the date hereof with Landlord (such ground lease, the "Affiliated Tenant Lease"), any default under this Lease or under the Affiliated Tenant Lease shall be deemed an event of default under the other lease, and until such time as such default has been cured, then, with respect to each of such leases but subject to any applicable grace or cure periods, the Landlord shall have all rights available under each such lease. For the avoidance of doubt, at such time as either (i) the Tenant has granted a leasehold interest to a lender with respect to this Lease or (ii) the Affiliated Tenant has granted a leasehold interest to a lender with respect to the Affiliated Tenant Lease, the immediately preceding sentence shall have no further force or effect, such that only the first sentence in this Section 14.3 shall have any force or effect. SECTION 15. Defaults; Remedies 15.1 Default. If one or more of the following events ("Defaults") shall happen and be continuing: (a) Tenant fails to pay within five (5) calendar days of when due any amount to be paid under this Lease by Tenant and the failure continues for ten (10) calendar days after written notice from Landlord; (b) Tenant fails to perform or observe any other covenant or condition to be performed or complied with by Tenant under this Lease, and the failure continues for ten (10) calendar days after written notice by Landlord to Tenant; or, if the default complained of is not a monetary default and is of such a nature that it cannot reasonably be completely cured or remedied within such ten (10) calendar day period, Tenant fails to commence to cure the default during the ten (10) calendar day period, or does not thereafter diligently prosecute such remedy or cure to completion; (c) Tenant files or there is filed against Tenant a petition in bankruptcy or a petition or answer seeking reorganization under the Federal Bankruptcy Code or any other applicable statute; or (d) an order is entered adjudicating Tenant a bankrupt or approving an involuntary petition seeking a reorganization of Tenant under the Federal Bankruptcy Code or any other applicable statute or appointing a receiver, trustee or conservator for all or any substantial part of the property of Tenant, and the order is not vacated or stayed within ninety (90) calendar days of entry; then, and in any of those events (but subject to the provisions of Section 15.3 below), Landlord shall have the right, at its option, then or at any time while the default continues, to give a written notice specifying a date on which this Lease shall terminate, and on that date, subject to the provisions of this Section relating to the survival of Tenant's obligations, this Lease shall terminate; provided, however, that Tenant shall have the right to nullify Landlord's termination by curing the default prior to the termination date set forth in Landlord's notice. 18 Ground Lease Tamarac Vllage Commercial Parcel 15.2 Damages. In the event of any default and recovery of possession of the Property by Landlord, whether or not this Lease is terminated by Landlord, Landlord shall have the right, at its option and as liquidated and agreed damages (and not as a penalty) due to the difficulty of ascertaining actual damages to collect not only the fixed annual rent but an amount payable as additional rent equal to the debt service related to the Property incurred by the Landlord for every day of Tenant's default. Landlord and Tenant agree that such additional rent shall be deemed to be Landlord's best estimate of the damages which will be incurred by Landlord as a result of Tenant's default. The parties agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered by Landlord as a result of Tenant's failure to complete the transactions contemplated pursuant to this Lease, and that under the circumstances existing as of the date of this Lease, the liquidated damages provided for in this Section represent a reasonable estimate of the damages which Landlord will incur as a result of such failure. The parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty under any legal or equitable theory, but is intended to constitute liquidated damages to Landlord. 15.3 Right to Cure Defaults. If Tenant shall fail to make any payment of taxes, assessments or other charges, maintain required insurance coverages, or perform any other act required to be made or performed under this Lease, Landlord, without waiving or releasing any obligation or default, may (but shall be under no obligation to) following reasonable prior written notice to Tenant, make the payment or perform the act for the account and at the expense of Tenant. All sums so paid by Landlord shall constitute additional rent and shall be paid by Tenant to Landlord on demand, together with interest thereon from the date said funds were advanced at a rate equal to the lower of (i) eighteen percent (18%), or (ii) the highest rate permissible at law. 15.4 Tenant Remedies. Notwithstanding anything to the contrary in this Lease, if Landlord defaults on its obligations hereunder to convey to Tenant possession of the leasehold interest contemplated by this Lease in accordance with the terms of this Lease, Tenant shall have all remedies at law or in equity, including, but not limited to, the remedy of specific performance. SECTION 16. Quiet Enjoyment 16.1 Tenant's Right to Quiet Enjoyment. Tenant, upon paying all rent and other charges provided for, and upon observing and keeping all covenants, agreements and conditions of this Lease to be kept on its part, shall quietly have and enjoy the Premises during the term of this Lease without hindrance or molestation by anyone claiming by, through or under Landlord; subject, however, to the exceptions, reservations and conditions of this Lease. 16.2 Waste. Tenant shall not permit, commit, or suffer waste or impairment of the Project, or any part thereof; provided, however, demolition of existing improvements on the Property existing on the Commencement Date shall not constitute waste. 19 Ground Lease Tamarac Village Commercial Parcel 16.3 Surrender. At the expiration or earlier termination of the Term, Tenant shall yield the Property to Landlord in good order and repair. Except as otherwise provided in this Lease, the Improvements and any other leasehold improvements shall become the sole property of Landlord at the expiration of the term without any compensation to Tenant. By expiration or earlier termination of this Lease, Tenant (and any tenant of any of the Improvements) may remove any of Tenant's (or any such tenant's) trade fixtures, furniture, furnishings, and other personal property from the Property, and Tenant shall repair any damage which may result to the Property from such removal. In the event Tenant fails to remove those items, the items shall be deemed abandoned and shall be the property of Landlord. On or before the expiration or termination of this Lease, Tenant shall cause any mortgages, deeds of trust, liens or encumbrances created by, through or under Tenant to be fully released and discharged. 16.4 Landlord's Right of Entry. Tenant shall permit Landlord and its authorized representatives to enter the Premises during ordinary working hours on business days, in each case upon at least twenty-four hours prior notice to Tenant, for the purpose of inspecting the same; provided, however, that due to the dangerous nature of the construction sites resulting from construction of the Improvements upon the Property, Landlord shall at no time enter upon the Property without being accompanied by a representative of Tenant. SECTION 17. Estoppel Certificate 17.1 Estoppel Certificate. Landlord or Tenant shall at any time and from time to time upon not less than ten (10) calendar days' prior written notice from the other party execute, acknowledge and deliver to the requesting party a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the Rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to the requested party's knowledge, any uncured defaults on the part of the requesting party hereunder, or specifying such defaults if any are claimed. Such estoppel certificate shall act to estop the issuer from asserting a claim or defense against any bona fide prospective purchaser, subtenant, assignee, or encumbrancer of all or any portion of the Premises or the real property of which the Premises are a part to the extent that such claim or defense is based upon facts known to the issuer as of the date of the estoppel certificate which are contrary to the facts contained therein, and such bona fide purchaser, subtenant, assignee, or encumbrancer has acted in reasonable reliance upon such estoppel certificate without knowledge of facts to the contrary. The issuance of an estoppel certificate shall in no event subject the issuer to any liability for the negligent or inadvertent failure of the issuer to disclose correct and/or relevant information, nor shall such issuance be construed to waive any rights of the issuer to challenge acts committed by the other party for which approval by the issuer of the estoppel certificate was required but not sought or obtained. Subject to the foregoing, the requested party's failure to deliver such statement within such time shall be conclusive upon such requested party (i) that this Lease is in full force and effect, without modification except as may be represented by the requesting party, (ii) that 20 Ground Lease Tamarac V llage Commercial Parcel there are no uncured defaults in the requesting party's performance known to the requested party except as noted therein, and (iii) that not more than one year's rental has been paid in advance unless otherwise stated. Notwithstanding the foregoing, Landlord has agreed that in connection with any financing to Tenant secured by a leasehold mortgage upon Tenant's leasehold interest in the Property, Landlord will deliver an estoppel in substantially the form attached hereto as Exhibit "D" (subject to any revisions to such form required in order to make any statement set forth therein true and/or not misleading in any material manner). 17.2 SNDA. Upon a request by Landlord, this Lease, and Tenant's rights hereunder shall be subject and subordinate to the lien of any mortgages or deeds of trust or other similar instrument that may now exist or may hereafter be placed upon the Property and all renewals, replacements, and extensions thereof provided the holder of such mortgage or deed of trust shall execute and deliver a Subordination, Non -Disturbance and Attomment Agreement in recordable form mutually acceptable to the parties thereto. SECTION 18. Non -Subordination of Landlord's Interest 18.1 Non -Subordination of Landlord's Interest. Notwithstanding any provision in this Lease to the contrary, Landlord's fee interest in and ownership of the Property and Landlord's rights and interest in this Lease (including, without limitation, the rights to rents, public charges, and other monetary obligations of Tenant to Landlord under this Lease) shall not be subject or subordinate to or encumbered by any financing for the Project or lien or encumbrances affecting Tenant's interest in this Lease or the Improvements or by any acts or omissions of Tenant or any sublessee hereunder. In this regard, all rents and other monetary obligations of Tenant to Landlord under this Lease then payable at any point in time during the Term shall be paid by Tenant to Landlord and shall be superior in right to all claims or rights hereunder or described above in this Section. SECTION 19. Confidentiality 19.1 Confidentiality. Except to the extent required by applicable law, specifically Chapter 119 of the Florida Statutes as may be amended from time to time, Landlord and Tenant agree that the terms and conditions of this Lease, and all other agreements and instruments executed and delivered by the respective parties in connection with this Lease, including all preliminary drafts of such documents (collectively, the "Transaction Documents"), shall remain confidential. Neither Landlord nor Tenant or their respective agents and representatives, shall distribute or make publicly available the Transaction Documents, or any part thereof, to any third party unless required by law to do so. 19.2 Permitted Disclosures. Notwithstanding the foregoing, Tenant may provide copies of the Transaction Documents and any preliminary drafts thereof to (i) third party lenders or equity partners with whom Tenant is negotiating to provide financing related to the Premises, the Project, or the Improvements, and (ii) any party who is contemplating an 21 Ground Lease Tamarac Village Commercial Parcel acquisition of or investment in all or any part of the Premises, the Project, or the Improvements. SECTION 20. Intentionally Omitted. 20.1 Notice of Option. No later than thirty (30) months from the Commencement Date of this Lease, Tenant shall advise Landlord in writing (the "Commercial Parcel Notice") if it does not intend to develop the Property as contemplated as of the Effective Date. Landlord shall have ninety (90) calendar days following receipt of the Commercial Parcel Notice to advise Tenant in writing (the "Commercial Parcel Election") either (i) that Landlord intends to terminate this Lease (the "Commercial Termination Option"), or that (ii) Tenant may seek to amend the Site Plan to develop the Property pursuant to a plan of development as agreed upon by both Landlord and Tenant, which may include (subject to applicable law), without limitation, for multi -family residential or other residential purposes (the "Commercial Repositioning Option"). If Landlord does not timely deliver the Commercial Parcel Election to Tenant, Landlord shall be deemed to have elected the Commercial Termination Option as of the last date of such ninety (90) calendar day period. 20.2 Commercial Termination Option. In the event the Landlord elects the Commercial Termination Option, then both the Landlord and Tenant mutually agree and consent to entering into a termination of this Lease; such termination shall not impose any additional costs, obligations, or liabilities upon Tenant. The parties agree to make commercially reasonable efforts to agree to and execute such termination of this Lease no later than forty-five (45) calendar days subsequent to the date of Landlord's Commercial Parcel Election. Thereafter, within thirty (30) calendar days following receipt of the Commercial Parcel Election, Tenant shall remove any personal property remaining upon the Property. For the avoidance of doubt, upon election of the Commercial Termination Option, this Lease shall only terminate with respect to the Property, and any other lease between the Landlord and any affiliate of Tenant shall continue in full force and effect with respect to the property leased pursuant to such otherlease. 20.3 Commercial Repositioning_ Option. If Landlord elects the Commercial Repositioning Option, then Tenant shall have the right to seek all approvals, permits and licenses deemed by Tenant to be necessary or advisable in connection with the development of the Property. Landlord agrees to execute all consents and other documents requested by Tenant in connection with seeking such approvals and to otherwise cooperate with Tenant in obtaining all licenses, platting and zoning approvals, and other permits and governmental approvals as may be necessary or required for the development of the Property in accordance with Tenant's intended use. SECTION 21. Option to Purchase 21.1 Grant and Exercise of Option. Provided Tenant is not then in default of any terms or provisions of this Lease, Tenant shall have the option at any time after the Commencement Date to purchase Property upon the terms and conditions set forth 22 Ground Lease Tamarac Village Commercial Parcel herein (the "Option"). Tenant shall exercise the Option by executing and delivering to Landlord written notice (the "Option Notice") of its intention to exercise the Option with respect to the Property, together with all relevant information to the proposed exercise. Unless and until a closing occurs pursuant to an Option Notice (the "Option Closing"), Landlord and Tenant shall continue to comply in all respects with the terms and conditions of this Lease as then in effect. 21.2 Revocation of Option Notice. Tenant may, without penalty and at any time following delivery of an Option Notice (but in all events subject to the payment of any applicable Option Extension Fee(s) for the applicable time periods), revoke such Option Notice, in which case the Lease shall continue in full force and effect, and Tenant shall retain its Option to purchase all or any portion of the Property at any time thereafter, which Option may be exercised by Tenant, at its sole and absolute discretion, as set forth in Section 21.1. Such revocation shall not constitute a default under this Lease, and the parties acknowledge and agree that there shall be no penalty against Tenant, that Landlord shall not have been damaged thereby, and that Landlord shall have no need for any remedy with respect thereto. 21.3 Definitions. For purposes of this Section 21, the following terms shall have the following meanings: 21.3.1 Deposits. The Lease Deposit. 21.3.2 Sixty Month Anniversary Commencement Date. 21.3.3 Sales Price shall mean: The date that is sixty (60) months after the From Month 1 To Month 30 Propert\ Sales Price $3,724,132.00 30 33 $3,770,120.00 33 36 $3,816,677.00 36 39 $3,863,808.00 39 42 $3,911,522.00 42 45 $3,959,824.00 45 48 $4,008,723.00 48 51 $4,058,225.00 51 54 $4,108,339.00 54 57 $4,159,073.00 57 60 $4,200,000.00 60 63 $4,251,865.00 63 66 $4,304,370.00 66 69 $4,357,524.00 69 72 $4,411,334.00 23 Ground Lease Tamarac Village Commercial Parcel From Month 72 10 \1011th Property Sales Price 75 $4,465,808.00 75 78 $4,520,955.00 78 81 $4,576,783.00 81 84 $4,633,301.00 84 87 $4,690,516.00 87 90 $4,748,439.00 90 93 $4,807,076.00 93 96 $4,866,437.00 96 99 $4,926,531.00 99 102 $4,987,368.00 102 105 $5,048,956.00 105 108 $5,111,304.00 108 111 $5,174,423.00 111 114 $5,238,320.00 114 117 $5,303,006.00 117 120 $5,368,492.00 21.3.4 Option Extension Fee. (a) Option Extension Fee shall mean a fee delivered in connection with an Option Extension Notice delivered to the Landlord. The amount of each Option Extension Fee for a Ninety (90) day extension shall be Fifty Thousand and 00/100 dollars ($50,000.00). Each Option Extension Fee shall upon delivery become non- refundable and not credited to the Purchase Price. (b) Commencing on the beginning of the Seventy -Second (72" d) month subsequent to the Commencement Date, the Option Extension Fee for a twelve (12) month period shall be Two Hundred Thousand and 00/100 dollars ($200,000.00); any such extension shall not be subject to any proration. 21.3.5 Option Extension Notice shall mean a notice extending any obligation to deliver an Option Notice. 21.3.6 Option Extension Period shall mean a ninety (90) day period or a one (1) year period, as applicable, of extension for the time required to deliver a mandatory Option Notice; such extension shall apply, as applicable, either from sixty (60) months subsequent to the Commencement Date or from the end of the preceding Option Extension Period. 24 Ground Lease Tamarac V Ilage Commercial Parcel 21.4 Title Matters. Within twenty (20) calendar days from Tenant's exercise of its option, Tenant shall obtain, at Tenant's sole cost and expense, a commitment for an owner's title insurance policy (the "Option Title Commitment"). If pursuant to any Option Title Commitment, title to the Property is found to be subject to additional exceptions not revealed by the Title Commitment ("Additional Title Defects"), Tenant shall give written notice of such Additional Title Defects to Landlord no later than thirty (30) calendar days from Tenant's exercise of its option. Any Additional Title Defects, other than those created by, through or under Tenant, shall be removed of record by Landlord and, if necessary, the Option Closing shall be delayed by a period not to exceed sixty (60) calendar days to allow such removal. If such Additional Title Defects are not corrected within such sixty (60) calendar day period, then Tenant shall have the same options upon written notice from Landlord as Tenant has been granted in Section 4.3 as if Landlord did not cure such Title Defects. Notwithstanding the foregoing, if Landlord is responsible for causing such Additional Title Defects, Landlord shall be obligated to remove such Additional Title Defects. In addition thereto, notwithstanding the foregoing, Landlord agrees that Landlord shall pay all outstanding governmental or quasi -governmental assessments, and any outstanding judgments or liens against Landlord and/or the Property, including all penalties and interest, which arose as a result of any action or inaction by Landlord or any of its agents, employees, beneficiaries, contractors or invitees. 21.5 Closing Coordination. Subject to satisfaction of all of the other conditions to an Option Closing, the Option Closing shall occur in escrow upon such escrow conditions as Landlord, Tenant, their respective attorneys, and any other interested parties agree (e.g., a lender providing financing that will fund the purchase pursuant to the Option). If no Option Closing has occurred by the date which is one hundred twenty (120) calendar days following delivery of an Option Notice, unless the parties have otherwise agreed in writing, Tenant shall be deemed to have revoked such Option Notice, in which case the Lease shall continue in full force and effect, and Tenant shall retain its Option to purchase all or any portion of the Property at any time thereafter, which Option may be exercised by Tenant, at its sole and absolute discretion, in the method set forth in Section 21.1 hereof. Such revocation shall not constitute a default under this Lease, and the parties acknowledge and agree that there shall be no penalty against Tenant, that Landlord shall not have been damaged thereby, and that Landlord shall have no need for any remedy with respect thereto. For the avoidance of doubt, although there shall be no penalty to Tenant in connection with any such deemed revocation, Tenant shall in all events remain liable for the payment of any applicable Option Extension Fee(s) for the applicable time periods. 21.6 Closing Deliveries. Landlord shall deliver to Tenant at closing a deed, a bill of sale, and all other affidavits and other appropriate instruments of transfer and sale to fully effectuate the purchase of the Property and the transfer of all assets (real and personal, tangible and intangible) of Landlord in connection with the Property to Tenant, free and clear of all encumbrances. All documents are to be in form and substance satisfactory to Tenant, its counsel, and any title insurer to be issuing a title insurance policy in connection with the Option Closing. 25 Ground Lease Tamarac Village Commercial Parcel 21.7 Payment. At the Option Closing, Tenant will pay to Landlord by wire transfer of funds the Option Purchase Price, subject to pro -rations and adjustments as set forth in this Lease. 21.8 Tenant's Conditions. Tenant shall not be obligated to close on the acquisition of the Property unless and until: (a) Title to the Property is delivered in accordance with the provisions of this Agreement and the Title Company is prepared to and will issue on the Option Closing Date, at Tenant's expense, an owner's policy of title insurance to Tenant, in the amount of the Option Purchase Price (or of the total acquisition cost, if a party is acquiring both an Property and the Improvements located thereon), insuring that marketable fee simple title to the Property is vested in Tenant, free and clear of all liens and encumbrances, specifically including the mortgage and any other mortgages placed on the Premises or the Property by Landlord. (b) Landlord is not in default in the performance of any of its obligations under this Lease beyond any applicable grace periods, or if any of the representations or warranties of Landlord are untrue or inaccurate in any material respect as of the Option Closing Date. 21.9 Landlord's Conditions. Landlord shall not be obligated to convey the Property unless and until: (a) Tenant has delivered the Option Purchase Price and tendered any and all Option Extension Fees. (b) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable grace periods, except for any default that would be cured as a result of the Option Closing. 21.10 Tenant Remedies. If Landlord defaults on its obligations hereunder to convey the Property to Tenant in accordance with the terms of this Lease, Tenant shall have all remedies at law or in equity, including, but not limited to, the remedy of specific performance. 21.11 Mandatory Exercise of Option. In connection with the following circumstances, Tenant shall be required to deliver an Option Notice: 21.11.1 Sale of Improvements. In connection with the proposed sale of all or any of the Improvements developed upon the Property, Tenant shall deliver an Option Notice in order to transfer the corresponding portion of the Property with the applicable portion of the Improvements to be sold. 21.11.2 Sixty(60) Months. On or before the expiration of sixty (60) months from the Commencement Date (or at the end of any prior Option Extension Period), Tenant shall either deliver an Option Notice to Landlord 26 Ground Lease Tamarac V llage Commercial Parcel regarding the Property (or so much as remains subject to this Lease at such time), or, if Tenant determines, in its sole and absolute discretion, that for any reason an Option Closing is not feasible at such time, then in lieu of such Option Notice (or at the end of any prior Option Extension Period), Tenant may deliver an Option Extension Notice, and in connection therewith, shall deliver to Landlord the applicable Option Extension Fee. 21.12 Assignment. The parties acknowledge that the exercise of an Option is likely to occur where it is anticipated that the Property will be transferred to a purchaser of the Improvements located upon the Property, or to an entity intending to acquire title to the Property in order to develop the Improvements upon the Property. In such event, the parties shall coordinate such that Tenant may assign its right at closing on the Property to receive title to the Property to such proposed acquirer, such that Landlord may deliver title to the Property directly to such proposed acquirer, in order to avoid any potential gaps in title and in order to minimize the transaction costs related to such transaction. 21.13 Intentionally Omitted. SECTION 22. Warranties 22.1 Landlord's Warranties. Landlord represents and warrants to Tenant that: Landlord has full authority to execute, deliver and perform this Lease and each instrument and agreement to be executed and delivered by Landlord pursuant hereto and to take all of the actions contemplated hereby to be taken by Landlord, including, but not limited to, delivery of possession of the Premises to Tenant, free and clear of all title exceptions, except as provided herein; there is no pending proceeding to which Landlord is a party, or of which it has been given notice concerning any condemnation proceedings, which would materially and adversely affect the Premises; there are no actions, suits, investigations or proceedings pending or, to the best of Landlord's knowledge, threatened to be brought in any court or before any governmental agency which could have a materially adverse effect on the ability of Tenant to develop the Premises for commercial and/or retail use or delay or prohibit possession of the Premises by Tenant as contemplated by this Lease, nor are there any unsatisfied judgments or consent decrees which could have any such effect. Landlord is not in default with respect to or in violation of any order, writ, injunction or decree of any court, governmental department, agency or instrumentality having jurisdiction over the Premises, which related to the Premises; no toxic and/or hazardous wastes have been used or stored on, under or about the Premises by Landlord, nor has Landlord received notice of the presence of toxic and/or hazardous waste on, under, or about the Premises; and there are no other tenants of the Premises or other licensees, occupants, invitees, or guests with any right to occupy or enter upon the Premises. 22.2 The Tenant shall obtain all necessary licenses, permits and inspections necessary to operate the Project on the Property at its own expense. 27 Ground Lease Tamarac Village Commercial Parcel 22.3 The Landlord approved General Contractor for the Project shall post a legally sufficient Performance and Payment Bond in an amount representing 100% of the cost of construction or in the alternative the Tenant shall post a legally sufficient Payment Bond in an amount representing 100% of the cost of construction. The Bond posted by the General Contractor or the Bond posted by the Tenant shall identify the Landlord as an additional obligee. Prior to commencing construction of the Project, Tenant shall provide Landlord with a copy of the Payment Bond or the Contractor's Performance and Payment Bond. In the event any contractor or subcontractor records a Claim of Lien, pursuant to Chapter 713, Florida Statutes against the Property, Tenant shall take all necessary action to insure that the Claim of Lien is released from the Premises within ten (10) calendar days from its recordation or else shall protect Landlord by a good and sufficient bond against any such lien or any cost, liability, or damage arising in connection with any such lien. SECTION 23. Provisions with Respect to Escrow Agent 23.1 Escrow Agent. It is understood and agreed that the duties of Escrow Agent are purely ministerial in nature. In addition to, and not in limitation of, any other provisions of this Lease with respect to Escrow Agent, it is further agreed that: 23.1.1 No Obligations. Escrow Agent shall not be responsible for the performance by Tenant or Landlord of their respective obligations under this Lease. Escrow Agent shall not be liable or responsible to perform any act pertaining to this Lease other than as set forth in this Lease, or because of the loss of any monies arising through insolvency or the act or default or omission of any person other than Escrow Agent. 23.1.2 Reliance. Escrow Agent shall have the right to act in reliance upon any document, instrument or signature believed by it in good faith to be genuine and to assume (unless it has reason to believe otherwise) that any person purporting to give any notice or instructions in accordance with this Lease or in connection with any transaction to which this Lease relates has been duly authorized to do so. Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions. Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by Tenant or Landlord or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court. 23.1.3 Conflicting_ Instructions or Uncertainty. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Deposit which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Lease, it shall be entitled to hold the Deposit, or a portion thereof, pending the resolution of such uncertainty to Escrow Agent's sole satisfaction, by entry of an order, judgment or decree by a court or courts of competent jurisdiction or otherwise; or Escrow Agent, at its option, may deposit the Deposit in the 28 Ground Lease Tamarac Yllage Commercial Parcel registry of a court of competent jurisdiction, in a proceeding to which all parties in interest are joined. Upon so depositing such Deposit and filing its complaint and interpleader, Escrow Agent shall be completely discharged and released from further liability. 23.1.4 No Liability. Escrow Agent shall not be liable for any action taken or omitted hereunder except in the case of its bad faith, gross negligence or willful misconduct. Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in reasonable reliance upon the advice of such counsel. Any reasonable expenses incurred by Escrow Agent in connection with such consultation shall be reimbursed jointly and severally by the parties hereto. 23.1.5 Indemnification. Tenant and Landlord, jointly and severally, indemnify Escrow Agent and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with the Deposit or which may result from Escrow Agent following instructions from any of them; and in connection therewith, each of Tenant and Landlord, jointly and severally, indemnifies Escrow Agent against any and all expenses, including attorneys' fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted. Escrow Agent will be vested with a lien on the Deposit to secure the aforementioned indemnity. 23.1.6 Right to Select Attorneys. Escrow Agent will have the right to utilize the services of the attorneys of its choice, and such election will not affect or in any way prejudice or limit Escrow Agent's entitlement to reasonable attorneys' fees for the services of such attorneys as set forth herein. 23.1.7 Limitation of Duties. This Lease sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligation shall be read into this Lease against Escrow Agent. SECTION 24. Notices 24.1 Notice Procedure. Any notice required or permitted to be given to a parry under the provisions of this Lease shall be in writing and may be delivered via courier or hand - delivery, by nationally recognized overnight air courier, or by certified or registered United States mail, postage prepaid, return receipt requested, addressed as follows: Landlord: Alan J. Polin, P.A., Co -Trustee 7525 NW 881h Avenue Tamarac, FL 33351 29 Ground Lease Tamarac Village Commercial Parcel with a copy to: Michael Cemech, City Manager 7525 NW 88t' Ave. Tamarac, FL 33351 Tenant: JKM Tamarac Village, LLC Attn: John K. Markey and Adam P. Freedman 2300 Glades Road Suite 202E Boca Raton, FL 33431 with a copy to: Stephen J. Grave de Peralta, Esq. PG Law 5030 Champion Blvd., Suite G11-281 Boca Raton, Florida 33496 Escrow Agent: PG Law 5030 Champion Blvd., Suite G11-281 Boca Raton, Florida 33496 Each such notice, request, or other communication shall be considered given and shall be deemed delivered (a) on the date delivered if by personal delivery or courier service; or (b) on the date on which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. Rejection, refusal to accept, or inability to deliver shall be deemed to be a receipt of such notice, request, or other communication. The respective attorneys for Tenant and Landlord are hereby authorized to give any notice pursuant to this Agreement on behalf of their respective clients. Copies of applicable notices shall be given to Escrow Agent. 24.2 Change of Address. Either party may, from time to time, change its notice address by written notice to the other party at its then -current mailing address, in accordance with the provisions of this section. SECTION 25. Radon Gas 25.1 Notice. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the County Public Health Unit. SECTION 26. Miscellaneous 26.1 No Waiver. No waiver of any condition or covenant of this Lease shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant, and nothing contained in this Lease shall be construed to be a waiver on the part of Landlord of any right or remedy in law or otherwise. 30 Ground Lease Tamarac Village Commercial Parcel 26.2 Binding Effect. This Lease and the covenants and agreements of the parties shall be binding upon and inure to the benefit of Landlord and its successors and assigns and to the benefit of Tenant and its permitted successors and assigns. 26.3 Partial Invalidity. In the event any clause, term or condition of this Lease shall be determined to be illegal or unenforceable under any applicable governmental laws, orders, rules or regulations, this Lease shall remain in full force and effect as to all other terms, conditions and provisions. 26.4 Counterparts. This Lease may be executed simultaneously or in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 26.5 Governing Law. This Lease shall be governed by the laws of the state of Florida. This Lease is subject to and shall comply with the charter of the City of Tamarac as the same is in existence as of the execution of this Lease and the ordinances of these City of Tamarac. Any conflict between this Lease and the aforementioned charter of the City of Tamarac and ordinances shall be resolved in favor of the latter. 26.6 Memorandum of Lease. Landlord and Tenant have executed and delivered to each other a memorandum of this Lease for recording. Landlord shall promptly record the Memorandum of Lease in the appropriate public records in and for Broward County, Florida. This Lease shall not be recorded unless Tenant shall have consented thereto. 26.7 Costs. Whenever, in this Lease, anything is to be done or performed by Tenant or Landlord, unless otherwise expressly provided to the contrary, it shall be done or performed at the sole cost and expense of Tenant or Landlord, as the case may be. 26.8 Brokers. Tenant and Landlord represent and warrant to each other that neither has had any dealings or discussions with any broker or agent, licensed or otherwise) in connection with this Lease. Landlord and Tenant each covenants to protect, defend, hold harmless and indemnify the other from and against any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any claim by any brokers or agents for brokerage commissions relating to this Lease alleged to be due because of dealings or discussions with the indemnifying party. 26.9 Force Majeure. Whenever performance is required of any party hereunder, such party shall use commercially reasonable diligence to perform and take all reasonably necessary measures to perform its obligations; provided, however, that if completion of performance shall be delayed at any time by reason of acts of God (including, without limitation, hurricanes and other tropical storms and the weather conditions and market conditions resulting therefrom), significant variations from normal weather conditions reasonably expected during the period in question, war, civil commotion, riots, strikes, picketing, or other labor disputes, unavailability of labor or materials or damage to work in progress by reason of fire or other casualty or causes beyond the reasonable control of a party (other than financial reasons), then the time 31 Ground Lease Tamarac Village Commercial Parcel for performance as herein specified shall be appropriately extended to account for any such delay. 26.10 Conditions and Covenants. All of the provisions of this Lease shall be deemed as running with the land, and construed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision. 26.11 Survival of Indemnities. All representations, warranties and indemnities under this Lease shall survive the expiration or sooner termination of this Lease. 26.12 No Partnership or Joint Venture. It is mutually understood and agreed that nothing contained in this Lease is intended or shall be construed in any manner or under any circumstances whatsoever as creating or establishing the relationship of partners or co -venturers, or creating or establishing the relationship of a joint venture between Tenant and Landlord, or as appointing or constituting Tenant as the agent or representative of Landlord for any purpose or in any manner whatsoever. 26.13 Interpretation; Conflict. Landlord and Tenant acknowledge that they were each represented by counsel in connection with this Lease and that each of them or their respective counsel reviewed and revised this Lease and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease. The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Lease as a whole and not to any particular provision of this Lease, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Lease unless otherwise specified. The words denoting persons shall include corporations, partnerships, limited liability companies, and other entities, and vice versa. The word "day" shall be interpreted to mean a calendar day unless specifically provided that such day is a "business day", which shall mean any day other than Saturday, Sunday, or any national legal holiday or other legal holiday recognized by the City of Tamarac, Florida; the term "days subsequent to" shall be interpreted to mean such period immediately following the referenced date or event. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions. 26.14 Headings Interpretation Entire Agreement. The headings used in this Lease are inserted for convenience and are not to be considered in the construction of the provisions of this Lease. This Lease constitutes the entire agreement of the parties with respect to the subject matter hereof and may be amended or modified only in writing signed by both parties, and all prior agreements or understandings between the parties, either oral or written, are superseded by this Lease. 26.15 Attorneys' Fees and Costs. In all matters relating to the enforcement or preservation of rights and remedies under this Lease, and in all matters of collection, whether or not an event of default has actually occurred or has been declared and thereafter 32 Ground Lease Tamarac V llage Commercial Parcel cured, the losing party shall reimburse the prevailing party for all costs and expenses, and the prevailing party shall be entitled to recover its reasonable legal fees and expenses. The parties agree that a party's legal fees and expenses shall include, without limitation: (a) reasonable attorneys' and paralegals' fees and disbursements; (b) the fees and expenses of any litigation (including appeals), bankruptcy, insolvency, receivership and any other similar proceeding, including, without limitation, attorney's fees and costs; (c) court costs; (d) the expenses of such party, its employees, agents, attorneys and witnesses in preparing for litigation, administrative, bankruptcy, insolvency and other proceedings and for lodging, travel, and attendance at meetings, hearings, depositions, and trials; and (e) consulting and witness fees and expenses incurred by such party in connection with any litigation or other proceeding. 26.16 Waiver of Trial by Jua. To the fullest extent permitted by applicable law, the parties hereto shall and they hereby do intentionally, knowingly, and voluntarily waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises and/or any claim or injury or damage. (Signatures appear on the following pages) 33 Ground Lease Tamarac Village Commercial Parcel Executed as of the day and year first written above. WITNESSES: Name: Name: 34 Ground lease Tamarac 'Allege Commercial Parcel LANDLORD: Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 By: Name: Title: TENANT: JKM TV C, LLC, a Florida limited liability company By: JKM Tamarac Village, LLC, a Florida limited liability company, its Manager By: JKM Tamarac Village Capital, LLC, a Florida limited liability company, its Manager Y: h Markey, Manager GUARANTY FOR VALUE RECEIVED, and in consideration for, and as an inducement to Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 ("Landlord"), to make the foregoing lease ("Lease") with JKM TV MF1, LLC, a Florida limited liability company ("Tenant"), the undersigned, JKM Tamarac Village, LLC, a Florida limited liability company ("Guarantor"), unconditionally guarantees the full performance and observance of all the covenants, conditions and agreements therein provided to be performed and observed by Tenant, Tenant's successors, assigns and heirs, and expressly agrees that the validity of this agreement and the obligations of the Guarantor shall in no way be terminated, affected or impaired by reason of the granting by Landlord of any indulgences to Tenant or by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by the relief of Tenant from any of Tenant's obligations under the Lease by operation of law or otherwise (including, but without limitation, the rejection of the Lease in connection with proceedings under the bankruptcy laws now or hereafter enacted). The obligations of the Guarantor include the payment to Landlord of any monies payable by Tenant under any provisions of the Lease at law, or in equity, including, without limitation, any monies payable by virtue of the breach of any warranty, the grant of any indemnity or by virtue of any other covenant of Tenant under the Lease. The Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of the Lease, whether or not the Guarantor shall have received any notice of or consented to such renewal, modification or extension. The Guarantor further agrees that its liability under this Guaranty shall be primary (and that the heading of this instrument and the use of the word "guarantee(s)" shall not be interpreted to limit the aforesaid primary obligations of the Guarantor). Presentment, notice and demand to Tenant or any other obligor and subsequent dishonor are not conditions for proceeding against the Guarantor. The Guarantor further represents to Landlord as an inducement for it to make the Lease, that the Guarantor owns a financial interest in Tenant. Guarantor's obligations as stated herein apply to all amounts owed by Tenant to Landlord, its successors, assigns and heirs, whether or not such obligations arise under one or more of the following situations and/or time frames: (i) presently, prior to or subsequently to an assignment of the Lease by Landlord to another party or entity; (ii) prior to or subsequent to a succession of interest to Landlord; (iii) as a result of advances or other consideration given by Landlord; and (iv) as a result of advances or other considerations given by Landlord's successors, assigns and heirs, so long as Tenant's obligations arise under the Lease. It is agreed that the failure of Landlord to insist in any one or more instances upon a strict performance or observance of any of the terms, provisions or covenants of the Lease or to exercise any right therein contained shall not be construed or deemed to be a waiver or relinquishment for the future of such term, provision, covenant or right, but the same shall continue and remain in full force and effect. Receipt by Landlord of rent with knowledge of the breach of any provision of the Lease shall not be deemed a waiver of such breach. No subletting, assignment or other transfer of the Lease, or any interest therein, shall operate to extinguish or diminish the liability of the Guarantor under this Guaranty; and 35 Ground Lease Tamarac Village Commercial Parcel wherever reference is made to the liability of Tenant named in the Lease, such reference shall be deemed likewise to refer to the Guarantor. If there is any litigation regarding the performance of any of the obligations under this Guaranty, the unsuccessful party in such litigation by final order, decree, or judgment of a court of competent jurisdiction shall reimburse the successful party for all reasonable legal, collection, and attorneys' fees and expenses incurred by such successful party in connection with obtaining such final order, decree, or judgment. It is further agreed that all of the terms and provisions hereof shall inure to the benefit of the heirs, executors, administrators and assigns of Landlord, and shall be binding upon the successors, assigns and heirs of the Guarantor. THIS IS A GENERAL, ABSOLUTE, AND UNCONDITIONAL CONTINUING GUARANTY WHICH IS ENFORCEABLE BY LANDLORD, ITS SUCCESSORS, ASSIGNS, AND HEIRS. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed this day of June, 2018. JKM Tamarac Village, LLC, a Florida limited liability company By: JKM Tamarac Village Capital, LLC, a Florida limited liability company, its Manager J n K. Markey, Manager 36 Ground Leese Tamarac M la©a - Commardal Parcel EXHIBIT A The Property PARCEL C-1 A PORTION OF LOTS 6, 7, 8, 9 AND 10, BLOCK 9, LYONS COMMERCIAL SUBDIVISION UNIT NO.2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 69, PAGE 43, PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF LOT 7, BLOCK 9, LYONS COMMERCIAL SUBDIVISION UNIT NO. 2, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 69, PAGE 43, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA; THENCE SOUTH 89°36'02" WEST, ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF 3.72 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 0102629" EAST, A DISTANCE OF 281.00 FEET; THENCE SOUTH 89036'02" WEST, ALONG THE NORTH RIGHT-OF-WAY LINE OF COMMERCIAL BOULEVARD, ACCORDING TO OFFICIAL RECORDS BOOK 32920, AT PAGE 120 OF SAID PUBLIC RECORDS, A DISTANCE OF 51.90 FEET; THENCE SOUTH 00°23'58" EAST, ALONG SAID NORTH LINE, A DISTANCE OF 12.00 FEET; THENCE SOUTH 8996'02" WEST, ALONG THE NORTH RIGHT-OF-WAY LINE OF COMMERCIAL BOULEVARD, ACCORDING TO OFFICIAL RECORDS BOOK 7462, AT PAGES 357, 355 AND 342 OF SAID PUBLIC RECORDS, A DISTANCE OF 212.85 FEET; THENCE NORTH 74°45'24" WEST, A DISTANCE OF 51.92 FEET; THENCE SOUTH 89°36'02" WEST, A DISTANCE OF 150.00 FEET; THENCE NORTH 45°23'58" WEST, A DISTANCE OF 40.50 FEET; THENCE NORTH 00023'58" WEST, A DISTANCE OF 142.47 FEET; THENCE NORTH 89°21'57" EAST, A DISTANCE OF 235.65 FEET; THENCE NORTH 00°44'38" WEST, A DISTANCE OF 105.52 FEET; THENCE NORTH 89°36'02" EAST, ALONG THE NORTH LINE OF SAID BLOCK 9 AND THE SOUTH RIGHT-OF-WAY LINE OF N.W. 57TH STREET, ACCORDING TO SAID PLAT, A DISTANCE OF 253.26 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF TAMARAC, BROWARD COUNTY, FLORIDA AND CONTAIN 114,992 SQUARE FEET, MORE OR LESS. Ground Lease Tamarac Village Commercial Parcel PARCEL C-2 A PORTION OF LOT 1, BLOCK 10, LYONS COMMERCIAL SUBDIVISION UNIT NO.2, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 69, PAGE 43, PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE NORTH 89036'02" EAST, ALONG THE NORTH LINE OF SAID BLOCK 10 AND THE SOUTH RIGHT-OF-WAY LINE OF N.W. 57TH STREET, ACCORDING TO SAID PLAT, A DISTANCE OF 40.05 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 89036'02" EAST, ALONG SAID LINE, A DISTANCE OF 65.35 FEET; THENCE SOUTH 00005' 10" EAST, A DISTANCE OF 96.26 FEET; THENCE NORTH 89°36'36" EAST, A DISTANCE OF 87.13 FEET; THENCE SOUTH 00023'58" EAST, A DISTANCE OF 166.67 FEET; THENCE SOUTH 44°36'02" WEST, A DISTANCE OF 42.43 FEET; THENCE SOUTH 89036'02" WEST, ALONG THE NORTH RIGHT-OF-WAY LINE OF COMMERCIAL BOULEVARD, ACCORDING TO OFFICIAL RECORDS BOOK 7462 AT PAGES 352, 339, 344, 352, 347, 349 357 AND 329 OF SAID PUBLIC RECORDS, A DISTANCE OF 123.99 FEET; THENCE NORTH 00°00'00" EAST, A DISTANCE OF 292.96 FEET TO THE POINT OF BEGINNING. SAID LANDS SITUATE IN THE CITY OF TAMARAC, BROWARD COUNTY, FLORIDA AND CONTAIN 36,001 SQUARE FEET, MORE OR LESS. NOTE: IT IS ANTICIPATED THAT, UPON APPROVAL OF THE PROPOSED PLAT OF TAMARAC VILLAGE AND THE RECORDING OF SUCH PLAT IN THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, THE PARCELS IDENTIFIED IN THE FOREGOING PROPERTY WILL BE KNOWN AS PARCELS C-1 AND C-2 OF SUCH PLAT, AS INDICATED ABOVE. EXHIBIT B Master Site Plan [SEE ATTACHED] pia EXHIBIT C Insurance Requirements The following are required types and minimum limits of insurance coverage, which the Tenant agrees to maintain during the term of this lease agreement (or which will be provided by any applicable contractor or subcontractor of Tenant providing the applicable services with respect to the Premises: Line of Business/ Coverage Commercial General Liability and or Umbrella/Excess Liability Including: Premises/Operations Contractual Liability Occurrence Aggregate $1,000,000 $2,000,000 Contractors Liability Personal Injury/Advertising Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Employment Practices and Employer Benefits Liability Errors and Omissions Automobile Liability Owned and Leased Hired and Non -owned Personal Injury Protection Storage Tank Liability (when applicable) Pollution Liability Flood Insurance (when applicable) $1,000,000 $2,000,000 $1,000,000 $2,000,000 Statutory $1,000,000 $2,000,000 $1,000,000 $2,000,000 Property Insurance (All Risk Peril Policy including Hurricane/Wind or a comparable Special Risk Policy covering approved list of perils) Builders' Risk Coverages (while under construction) Boiler and Machinery Contents Workers' Compensation Statutory Employers Liability Bodily Injury by Accident $1,000,000 Bodily Injury by Disease $1,000,000 Bodily Injury by Disease Policy Limit $1,000,000 Neither the Tenant nor subtenant or contractor shall commence work under this lease until they have obtained all insurance required under this section and have supplied the Landlord with evidence of such coverage in the form of an insurance certificate and endorsement. The Tenant will ensure that all subtenants or contractors will comply with the above guidelines and will maintain the necessary coverages throughout the term of this agreement. In addition, the Tenant and any subtenants or contractors shall insure that all insurance coverages required by all applicable Florida Law is provided. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. Policies shall be "Occurrence" form. Each carrier will give the Landlord at least thirty (30) days' notice prior to cancellation. The Tenant's and any subtenant's or contractor's liability insurance policies (General Liability, Automobile Liability, and Pollution Liability) in addition to any other policies as determined by the Landlord's Risk Manager shall be endorsed to add the City of Tamarac as an "additional insured". The Tenant's (and any subtenant's, or contractor's) Workers' Compensation carrier will provide a Waiver of Subrogation to the Landlord. "Claims -Made" forms are acceptable for D&O/Errors and Omissions coverage. The Tenant and any subtenant or contractor shall be responsible for the payment of all deductibles and self -insured retentions. The Landlord may require the Tenant to purchase a bond to cover the full amount of the deductible or self -insured retention. If the Tenant or any subtenant or contractor is to provide professional services under this Agreement, they must provide the Landlord with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims -Made" forms are acceptable for Professional Liability. The tenant and any subtenants or contractors agree to perform the work under the agreement as an independent contractor(s), and not as a subcontractor(s), agent(s) or employee(s) of Landlord. For purposes of this exhibit, a subtenant shall mean only a commercial subtenant of Tenant, and shall not include any residential subtenant of Tenant under the Lease. Furthermore, no subtenant shall be required to obtain any form of insurance required by this Exhibit except for General Liability and, if required by law with respect to such subtenant, Workers' Compensation. EXHIBIT D Form of Landlord EStoDnel [SEE ATTACHED] This document prepared by and when recorded return to: Thomas P. Angelo, Esq. Angelo & Banta, P.A. 515 East Las Olas Boulevard Suite 850 Fort Lauderdale, Florida 33301 Space above this line for recorder's use only LANDLORD'S ESTOPPEL CERTIFICATE AND AGREEMENT Alan J. Polin, P.A., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 (the "Landlord"), entered into that certain Ground Lease dated as of June _, 2018 (including all attachments and Exhibits thereto, the "Lease"), with JKM TV MF1, LLC, a Florida limited liability company ("Lessee"), as lessee. The Lease is of the real property described in Exhibit "A" attached hereto and made a part hereof (the "Premises"). In connection with the acquisition and construction of Lessee's leasehold estate in and to the Premises, the Lessee is receiving financing from CITY NATIONAL BANK OF FLORIDA (the "Bank" or "Lender") which will be secured, in part, by a Leasehold Mortgage, Assignment of Rents and Fixture Filing (the "Leasehold Mortgage"). CERTIFICATE For Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are acknowledged, the Landlord hereby certifies and agrees to the Bank as follows: 1. All capitalized terms used herein, which are not defined, shall have the same definitions as set forth in the Lease. 2. The Landlord is the lessor under the Lease. The Landlord is the owner, in fee simple, of the land under that Lease and has the full authority to enter into the Lease with Lessee. As of the date hereof: (a) the Lease is in full force and effect and has not been terminated, amended, modified, supplemented, superseded or assigned by the Landlord, and Landlord has received no notice of any such assignment by Lessee; (b) the Lease contains all of the agreements between the Landlord and Lessee relating to the Premises; (c) the Landlord has not delivered or received any notices of default under the Lease that have not been cured or settled; (d) to the Landlord's knowledge, there are no violations of, or defaults under, the Lease; and (e) to the knowledge of the Landlord, no event has occurred which with the giving of notice or the lapse of time, or both, would constitute a default under the Lease. 3. The Landlord hereby affirms that (a) all rental payments and any other amounts currently due under the Lease have been paid current as of the date of execution of this Agreement, (b) the term of the Lease commenced on , and will terminate on , unless sooner terminated or extended by the provisions of the Lease, (c) the rent commenced on , (d) all approvals required for the execution and delivery of the Estoppel Certificate and Agreement by the Landlord have been obtained, and (e) the Security Deposit (as defined in the Lease) in the amount of $ , has not been returned to Lessee and is not being applied to monthly rental in accordance with the terms of the Lease. 4. The Landlord hereby consents to and approves the Lessee's entering into the Leasehold Mortgage, provided that all terms and provisions of the Leasehold Mortgage are subject to the requirements of the Lease and the Leasehold Mortgage is at all times subject to the Lease. The Landlord acknowledges that the Leasehold Mortgage provides that the Bank may require Lessee to obtain, not more than once per year during the life of the Mortgage or upon the occurrence of an Event of Default under the Mortgage, a statement from the Landlord in writing stating that the Lease is in full force and effect (but subject to any outstanding events of default); the dates to which the rent has been paid more than one month in advance; and stating whether or not, the Landlord has sent a written notice of default to Lessee and Lender, for which the noticed default has not been cured. The Landlord agrees to cooperate in providing the foregoing statement. 5. Notwithstanding any provision of the Lease to the contrary, contemporaneously with serving the Lessee with any notice of an event of a monetary default under the Lease (a "Monetary Default"), the Landlord will provide the Bank with notice of such a Monetary Default. No notice of a Monetary Default shall be effective against the Bank unless the Bank is provided such notice in accordance with this Section. The Bank shall thereupon have a period of time equal to the greater of (i) thirty (30) days or (ii) the period of time afforded the Lessee to remedy or cause to be remedied the Monetary Default plus five (5) business days, within which to remedy or cause to be remedied the Monetary Default, provided, however, that the Bank shall have no obligation to cure such Monetary Default. The Landlord shall accept such performance by or on behalf of Bank as if the same had been rendered by the party obligated to under the Lease. 6. Notwithstanding any provision of the Lease to the contrary, in the event of any default by the Lessee other than a Monetary Default as described in Section 5 above (a "Non -Monetary Default"), and contemporaneously with serving the Lessee with any notice of such default, the Landlord will provide a copy of any such notice to the Bank. No notice of a Non -Monetary Default shall be effective against the Bank unless a copy of such notice is provided to Bank in accordance with this Section. The Bank shall thereupon be entitled to cure, however, Bank shall have no obligation to cure such Non -Monetary Default, or cause to be cured, any such Non -Monetary Default within sixty (60) days after receipt of written notice from the Landlord that the Lessee has failed to cure the Non -Monetary Default within the time allowed under the Lease (subject to all applicable notice, grace and cure periods), so long as (i) the Bank is taking diligent and continuous action to cause such cure to be effected, and (ii) all monetary obligations required to be paid by the Lessee under the terms of the Lease are being paid in strict compliance with the requirements of the Lease (subject to Paragraph 5 above), in which event, during such sixty (60) day period the Landlord shall not terminate the Lease. As to any Non -Monetary Default which cannot practicably be remedied by Bank without taking possession of the Premises and/or Bank being entitled to remedy same under the Leasehold Mortgage or other loan documents executed in connection therewith, Bank's cure period hereunder shall be extended (and the Landlord shall not terminate the Lease) until Bank has possession of the Premises and/or the right to remedy same, so long as Bank diligently commences to obtain possession within said time, and/or the right to remedy same or diligently commences to remedy same within said time, and upon obtaining such possession and/or right, Bank shall take reasonable action to cause such cure to be effected. 7. The Landlord agrees that in the event of a termination, disaffirmance or rejection of the Lease pursuant to any laws (including any bankruptcy laws) or the termination of the Lease for any other reason, except the expiration thereof, the Landlord will give the Bank or any Successor (as hereinafter defined) the right, within ninety (90) days of written notice of such event, provided all rent and other monetary obligations to Landlord are brought current on or before the execution of the new lease, and all Non -Monetary defaults under the Lease have been cured or Bank or the Successor is diligently and continuously pursuing the cure of all such defaults, to enter into a new lease of the Premises, in the name of the Bank or the Successor, or through a designee, for the remainder of the term of the Lease and all extension periods under the Lease and upon all of the terms and conditions, and subject to all of the restrictions, of the Lease. 8. Notwithstanding anything to the contrary set forth herein, in the event of a default under the Leasehold Mortgage (including any bankruptcy), the Landlord will not object to the exercise by the -2- Lender of its rights under the Leasehold Mortgage and foreclosing or otherwise coming into occupancy of the Premises (on its own behalf or by a designee, receiver or trustee) and/or selling, assigning or otherwise transferring to a third party or parties the interest of the Lessee under the Lease (each a "Successor") as acquired by the Lender or a Successor under or pursuant to the Leasehold Mortgage (whether by foreclosure, deed in lieu or otherwise) (all the foregoing rights of Lender under the Leasehold Mortgage are referred to herein as the "Lender's Rights"). Furthermore, and notwithstanding anything herein to the contrary, in the event that Lender shall acquire Lessee's interest in the Premises, Lender shall have no obligation, nor incur any liability, beyond Lender's then equity interest, if any, in the Lease, and the Landlord shall look exclusively to such equity interest of Lender, if any, in the Lease for the payment and discharge of any obligations or liability imposed upon Lender under the Lease (or under any new lease with Bank or a Successor) in accordance with the terms hereof, and Lender (and its employees, agents, attorneys, representatives, shareholders, members, partners, directors, officers and managers) is hereby released and relieved of any other obligations or liability hereunder, under the Lease or under any such new lease. 9. The Landlord agrees that if the Bank so elects, and the Lease is in effect, Landlord will (subject to all purchase obligations of Lessee or other conditions and restrictions imposed in the Lease upon Lessee's leasehold interest) recognize: (i) Bank, whether as mortgagee in possession or otherwise (on its own behalf or by a designee, receiver or trustee); or (ii) any purchaser of the leasehold interest at a foreclosure sale under the Leasehold Mortgage, or any transferee who acquires the leasehold interest (whether by foreclosure, deed in lieu or otherwise), or (iii) any successors and assigns of Bank (on its own behalf or by a designee, receiver or trustee) and/or such purchasers and/or transferees, as its tenant for the unexpired balance (and any extensions, if exercised) of the term of the Lease upon the terms and conditions set forth therein, and (a) Bank's and/or Successor's peaceful and quiet enjoyment and possession and use and operation of the Premises shall not be disturbed, and (b) the Lease shall continue in full force and effect as a direct lease with the Landlord upon all the same terms and conditions thereof including, without limitation, all purchase obligations of Lessee or other conditions and restrictions imposed upon Lessee's leasehold interest. 10. The Landlord agrees that it will not consent to any termination, disaffirmance or rejection of the Lease pursuant to any laws (including any bankruptcy laws) and will not object to any request to extend any deadline to assume or reject the Lease, and will not cancel any permitted sublease of all or any portion of the Premises previously entered into by Lessee, and will continue to act as landlord under the Lease, until expiration of the cure periods set forth in Paragraph 5 and Paragraph 6 hereof, in strict compliance therewith, and subject to Paragraph 7 hereof. 11. The Landlord acknowledges that, notwithstanding anything in the Lease to the contrary, the Landlord may not and shall not terminate the Lease for any reason during the pendency of any cure or grace period (including any extensions thereof as provided for herein) afforded herein, provided that all monetary obligations required to be paid by Lessee under the terms of the Lease (including, without limitation, rent, extension fees, option purchase prices, and other expenses for which Lessee is obligated under the Lease) are being paid in strict compliance with the requirements of the Lease (subject to Paragraph 5 hereof), and any such purported termination shall be null and void. 12. The Lessee shall not be entitled to modify or amend, and except as allowed under the Lease, subject to the terms hereof, in the event of a default under and as defined in the Lease, to terminate the Lease, unless the Lessee has furnished the Landlord a copy of Bank's written consent to such action, which consent shall neither be unreasonably withheld nor delayed and any such purported modification or amendment obtained without Bank's written consent shall be of no force or effect. 13. The Landlord agrees that any notices by the Landlord that are to be given to Bank pursuant to the "Notice" Section 24.1 of the Lease will be given to Bank at the following address: City National Bank of Florida 25 West Flagler Street Miami, Florida 33130 -3- Attn: 14. The Bank agrees that any Notice by the Bank that are to be given to the Landlord, shall be delivered to the Landlord pursuant to Section 24.1 of the Lease at the following address: 15. The Landlord acknowledges and consents to the grant of a security interest pursuant to the Leasehold Mortgage by the Lessee to the Lender in certain property of the Lessee located in or upon the Premises (including, but not limited to, all equipment, furnishings and fixtures of the Lessee). 16. This instrument may be recorded in the public records of Broward County, Florida. 17. The term "Lease" as referred to herein shall refer to and include any renewals, amendments, modifications, consolidations, replacements and/or extensions thereof, as well as any new lease entered into by Bank and/or a Successor as allowed hereunder. The term "hereunder" and "herein" as used in this Landlord's Estoppel Certificate and Agreement shall be deemed to refer to this entire Landlord's Estoppel Certificate and Agreement. This certificate is made to Bank knowing that Bank will rely on it in making advances, and shall inure to the benefit of Bank's successors, administrators and assigns and shall be binding upon the successors, administrators and assigns and mortgagees of the Landlord. IN WITNESS WHEREOF, the parties hereto have duly executed this Certificate as of this _ day of , 2018. WITNESSES: LANDLORD: Print Name: Print Name: Alan J. Polin, P.A.., as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013 By: _ Name: Title: -4- STATE OF FLORIDA ) )ss.: COUNTY OF The foregoing instrument was acknowledged before me this day of , 2018, by Alan J. Polin, President of Alan J. Polin, P.A, as Co -Trustee under the Tamarac Land Trust Agreement dated July 10, 2013, on behalf of the trust, who is personally known to me or has produced a driver's license as identification. Signature of Notary Public Printed Name of Notary Public My commission expires: -5- EXHIBIT "A" Legal Description Joinder and Consent of Lessee JKM TV MF1, LLC, a Florida limited liability company ("Lessee"), as lessee under the Lease as defined in the foregoing Landlord's Estoppel Certificate and Agreement hereby acknowledges, joins in and consents to the foregoing Landlord's Estoppel Certificate and Agreement, including without limitation, Paragraphs 5, 6 and 10 thereof. IN WITNESS WHEREOF, this Joinder has been executed by Lessee as of , 20 WITNESSES: LESSEE: JKM TV MF1, LLC, a Florida limited liability company By: JKM TAMARAC VILLAGE, LLC, a Florida limited liability company, its Manager By: JKM TAMARAC VILLAGE CAPITAL, LLC, a Florida limited liability company, its Manager Print Name: By. John K. Markey, Manager Print Name: STATE OF FLORIDA ) )ss.: COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of , 2018, by , as of JKM TAMARAC VILLAGE CAPITAL, LLC, a Florida limited liability company, the Manager of JKM TAMARAC VILLAGE, LLC, a Florida limited liability company, the Manager of JKM TV MF1, LLC, a Florida limited liability company, on behalf of the company, who is personally known to me or has produced a driver's license as identification. Signature of Notary Public Printed Name of Notary Public My commission expires: -7-