{00001855v1 }

Robert N. Michaelson
The Michaelson Law Firm
11 Broadway, Suite 615
New York, NY 10004
Telephone: (212) 604-0685
Facsimile: (800) 364-1291

and

Zachary J. Bancroft, Esquire
Lowndes, Drosdick, Doster,
Kantor & Reed, P.A.
Post Office Box 2809
Orlando, FL 32802
Telephone: (407) 843-4600
Facsimile: (407) 843-4444

Counsel to Anand Enterprise, Inc.

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
__________________________________________
)
In re: ) Case No: 10-13800 (SCC)
)
) Jointly Administered
INNKEEPERS USA TRUST, et al )
) Chapter 11
)
Debtors. )
__________________________________________)

LIMITED OBJECTION TO DEBTORS MOTION FOR ENTRY OF AN ORDER
AUTHORIZING THE (A) REJECTION OF (I) THE WEST PALM BEACH GROUND
LEASE, (II) THE MEMBERSHIP AGREEMENT WITH BEST WESTERN
INTERNATIONAL, INC. AND (III) OTHER EXECUTORY CONTRACTS AND
UNEXPIRED LEASES RELATED TO THE WEST PALM BEACH HOTEL, (B)
DISPOSITION, DONATION, OR ABANDONMENT OF THE PROPERTY AT THE
WEST PALM BEACH HOTEL, AND (C) MODIFIED NOTICE PROCEDURES
RELATING TO THE ABANDONMENT


Anand Enterprise, Inc. (Anand), by and though its undersigned counsel, and files this
Limited Objection to Debtors Motion For Entry of an Order Authorizing the (A) Rejection of (I)

{00001855v1 }
the West Palm Beach Ground Lease, (II) the Membership Agreement with Best Western
International, Inc., and (III) Other Executory Contracts and Unexpired Leases Related to the
West Palm Beach Hotel, (B) Disposition, Donation, Or Abandonment of the Property at the West
Palm Beach Hotel, and (C) Modified Notice Procedures Relating to the Abandonment (the
Limited Objection). In support of its Limited Objection, Anand states as follows:
1. In its Motion
1
, as it relates to Anand, the Debtors are seeking to reject the
Restaurant Sublease between Debtor Grand Prix West Palm Beach LLC, as successor to
Innkeepers Financing Partnership, L.P., a non-debtor (Grand Prix), and Anand. Grand Prix is
a tenant under the WPB Ground Lease, and subleases a portion of the property described in the
WPB Ground Lease to Anand pursuant to the Restaurant Sublease. Anand operates and IHOP
(International House of Pancakes) restaurant on the property it subleases from Grand Prix. A
copy of the Restaurant Sublease is attached hereto as Exhibit A.
2. Contrary to the assertion in the Motion, the Restaurant Sublease did not expire on
January 1, 2010. As is provided for in the Restaurant Sublease, the Initial Term (as defined in
the Restaurant Sublease) was extended through the expiration of the First Extension (as defined
in the Restaurant Sublease), which is December 31, 2014. It is believed that Grand Prix is in
possession of the written documentation that extended the Initial Term, but based on the
correspondence attached hereto as Exhibit B, the Initial Term was clearly extended. Anand
and Grand Prix have both been performing under the terms and conditions of the Restaurant
Sublease, as extended.
3. Anand does not dispute Grand Prixs statutory right to reject the Restaurant

1
Unless otherwise indicated herein, all capitalized words and terms shall have the
meanings ascribed to them in the Motion.

{00001855v1 }
Sublease pursuant to 11 U.S.C. 365(a). However, where a lessor such as Grand Prix seeks to
reject an unexpired lease of real property, Congress has afforded special protections to lessees
such as Anand. Specifically, 11 U.S.C. 365(h)(1) provides as follows:
(A) If the trustee rejects an unexpired lease of real property under which the
debtor is the lessor and--

(i) if the rejection by the trustee amounts to such a breach as would entitle
the lessee to treat such lease as terminated by virtue of its terms, applicable
nonbankruptcy law, or any agreement made by the lessee, then the lessee under
such lease may treat such lease as terminated by the rejection; or

(ii) if the term of such lease has commenced, the lessee may retain its
rights under such lease (including rights such as those relating to the amount
and timing of payment of rent and other amounts payable by the lessee and
any right of use, possession, quiet enjoyment, subletting, assignment, or
hypothecation) that are in or appurtenant to the real property for the
balance of the term of such lease and for any renewal or extension of such
rights to the extent that such rights are enforceable under applicable
nonbankruptcy law.

(B) If the lessee retains its rights under subparagraph (A)(ii), the lessee may offset
against the rent reserved under such lease for the balance of the term after the date
of the rejection of such lease and for the term of any renewal or extension of such
lease, the value of any damage caused by the nonperformance after the date of
such rejection, of any obligation of the debtor under such lease, but the lessee
shall not have any other right against the estate or the debtor on account of any
damage occurring after such date caused by such nonperformance.

(C) The rejection of a lease of real property in a shopping center with respect to
which the lessee elects to retain its rights under subparagraph (A)(ii) does not
affect the enforceability under applicable nonbankruptcy law of any provision in
the lease pertaining to radius, location, use, exclusivity, or tenant mix or balance.

(D) In this paragraph, lessee includes any successor, assign, or mortgagee
permitted under the terms of such lease.
11 U.S.C. 365(h)(1) (emphasis added). As subsection (ii) of section 365(h)(1)(A) indicates,
Anand may maintain its rights under the Restaurant Sublease notwithstanding Grand Prixs



{00001855v1 }
rejection of the same. It also has the right to set off rent as a result of Grand Prixs failure to
perform under the Lease pursuant to 11 U.S.C. 365(h)(1)(B).
4. In this case, as Anand has made a substantial capital investment in the subleased
property, it hereby elects to maintain its rights under the Restaurant Sublease pursuant to 11
U.S.C. 365(h)(1)(A)(ii). Because the Motion and proposed order attached thereto (the
Rejection Order) do not complete the recognition of Anands rights under 11 U.S.C.
365(h)(1)(A)(ii) and (B), Anand is filing this Limited Objection. The Limited Objection is also
being filed because there is no discussion of the Security Deposit (as defined in the Restaurant
Sublease) contained in the Motion and Rejection Order. Upon the rejection of the Restaurant
Sublease, it should be returned to Anand.
2

5. Courts construing 365(h) have concluded that the statute was designed to
preserve a lessee's possessory interests in its leasehold while allowing a debtor-lessor to escape
the burden of providing continuing services to a tenant. In re Lee Road Partners, Ltd., 155 B.R.
55 (Bkrtcy.E.D.N.Y. 1993) (citations omitted). In short, 365(h) seeks to prevent forcible
evictions whenever possible. Id. In this case, Anand is merely requesting that the Court
recognize its rights under 365(h) of the Bankruptcy Code and allow it to remain in the property
it subleases pursuant to the terms of the Restaurant Lease.



2
However, Anand would consent to the Security Deposit being held by Grand Prix or the
Ground Lessors so long as Grand Prix and the Ground Lessors are willing to recognize Anands
right to remain in the subleased property.

{00001855v1 }
WHEREFORE, Anand Enterprise, Inc. respectfully requests that in the Order allowing
the Restaurant Sublease, this Court recognize Anands rights under 11 U.S.C. 365(h)(1)(A),
provide for the return of Anands security deposit, and for such other relief it deems appropriate.

/s/ Robert N. Michaelson
Robert N. Michaelson
The Michaelson Law Firm
11 Broadway, Suite 615
New York, NY 10004
Telephone: (212) 604-0685
Facsimile: (800) 364-1291

and

Zachary J. Bancroft, Esquire
Lowndes, Drosdick, Doster,
Kantor & Reed, P.A.
Post Office Box 2809
Orlando, FL 32802
Telephone: (407) 843-4600
Facsimile: (407) 843-4444

Counsel to Anand Enterprise, Inc.
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Sublease"), made as of the 1st day
of January, 2000, by and between Innkeepers Financing
Partnership, L. P., a Virginia limited partnership ("Sublessor"),
Anand Enterprise Inc., a Florida corporation ("Sublessee"), and
Anand Patel ("Guarantor") provides as follows:
RECITALS:
A. Sublessor is agreeing to lease to Sublessee the
premises described herein (the "Restaurant") comprised of the
land described in Exhibit A on Belvedere Road in West Palm Beach,
Florida, and the existing improvements thereto comprised of,
among other things, a building of approximately 6,000 square feet
and adjoining parking area, sidewa'Ik and landscaped area.
B. The Restaurant is a portion of the parcel (the "Parent
Tract") described on Exhiblt B that Sublessor leases pursuant to
a Ground Lease, dated February 16, 1985 (the "Ground Lease"),
between Rinker Materials Corp., a Florida corporation, and
Gulfstream Capital Group, Inc. (Sublessor's predecessor in
interest to the Ground Lease) .
c. On the remaining portion of the Parent Tract, Sublessor
owns a hotel known as the Hampton Inn (the "Hotel") with an
address of 1505 Belvedere Road, West Palm Beach, Florida 33406.
NOW, THEREFORE, in consideration of the rentals hereinafter
reserved and the covenants and agreements hereinafter contained,
the parties agree as follows:
ARTICLE 1. DEMISE
Sublessor demises and leases unto Sublessee, and Sublessee
takes and leases from Sublessor, under the terms and subject to
the conditions of this Sublease, the Restaurant. Sublessee
acknowledges that the Restaurant is delivered and provided to
Sublessee in an "AS IS, WHERE IS" condition with all faults and
without warranty, express or implied.
ARTICLE 2. TERM
Section 2.1 Initial Term. The initial term (the "Initial
Term") of this Sublease shall be for ten (10) years. The Initial
Term of this Sublease shall commence on January 1, 2000 (the
"Commencement Date") and shall terminate on December 31, 2009, or
at the end of a.ny extension thereof unless sooner terminated
pursuant to the provisions
Section 2.2 Extension of Term. Notwithstanding anything in
this Sublease to the contrary provided that no event of
default by Sublessee shall have occurred at the time of the
exercise of the: option granted herein or at the commencement of
the Extended Term (as hereinafter defined), Sublessee shall have
the option to extend the Term of this Sublease for two
(2) additional periods of five (5) years each (the first 5 year
extension hereinafter referred to as the "First Extension" and
the second 5 year extension hereinafter referred to as the
"Second Extension") (the First Extension and the Second Extension
collectively referred to as the "Extended Term"). The First
-2-
Extension shall commence on the day following the expiration of
the Initial Term and the Second Extension shall commence on the
day following the expiration of the First Extension. All of the
terms, covenants and conditions in this Sublease shall apply in
the Extended Term, except that the Extended Term shall terminate
on the day immediately preceding the tenth anniversary of the
commencement thereof, unless sooner terminated pursuant to the
terms hereof. (The Initial Term, the First Extension, if any,
and the Second Extension, if any, are sometimes hereinafter
referred to collectively as the "Term".) In order to exercise
its right to extend the Sublease for the First Extension,
Sublessee-must notify Sublessor in writing of Sublessee's
election to so .extend the Sublease not earlier than 160 days and
no later than 120 days prior to the expiration of the Initial
Term and to extend for the Second Extension, Sublessee must
notify Sublessor in writing of Sublessee's election to so extend
the Sublease not earlier than 160 days and no later than 120 days
prior to ~ h e expiration of the First Extension. Failure to give
such notice within the time period specified herein shall
terminate Sublessee's option to extend as specified herein.
Section 2.3 Termination Date. If not sooner terminated
pursuant to the terms hereof, the Sublease shall terminate at the
expiration of the Term (the "Termination Date") without the
necessity of any notice from either Sublessor or Sublessee to
terminate the same, and Sublessee hereby waives notice to vacate
-3-
.:..,.
or quit the Restaurant and agrees that Sublessor shall be
entitled to the benefit of all provisions of law regarding the
recovery of possession of the Restaurant from the Sublessee
holding over. In addition, if Sublessee fails to surrender the
Restaurant at the end of the Term, Sublessee shall be liable to
Sublessor for any and all damages which Sublessor shall suffer by
reason thereof, shall pay rent during such hold over at a rental
equal to twice the Rent payable at the Termination Date and shall
indemnify Sublessor against any judgements obtained by any
succeeding tenants against Sublessor, based upon delay by
Sublessor in delivering possession to such succeeding tenant.
-Section 2.4 Surrender. On the Termination Date or any
earlier termination of this Sublease, Sublessee shall surrender
and yield up peace,fully and quietly to the Sublessor possession
of the Restaurant, in the same state of repair as Sublessee is
required to m a i n t a i ~ it except for ordinary wear and tear.
Sublessee shall remove Sublessee's Equipment (as defined in
Section 7.3 below) personal property from the Restaurant on or
before the Termination Date or within fifteen (15) days of such
earlier termination. Upon removal of Sublessee's Equipment,
Sublessee shall repair at its expense any damage to the
Restaurant which shall have resulted from affixing, installing or
removing Sublessee's Equipment. If Sublessee's Equipment or any
other property not owned by Sublessor is not removed from the
Restaurant within the time period referred to herein, such items
-4-
shall be deemed abandoned and Sublessor may use or discard such
items as it deems fit without liability to Sublessee, and the
cost of any removal thereof incurred by Sublessor shall be
reimbursed to Sublessor by Sublessee upon presentation of a
statement therefor.
ARTICLE 3 RENT
Section 3.1 General Clauses Relating to Rent.
(a) "Rent" means Minimum Rent and Additional Rent.
(b) Rent shall be paid without notice, demand,
counterclaim, offset, deduction, defense, or abatement.
(c) As used in this Sublease, "Sublease Year" shall mean
the period beginning on January 1, 2000 and ending twelve (12)
calendar months thereafter and each subsequent twelve (12)
..
calendar month period thereafter beginning each successive
December 1.
{d) This Sublease is intended to be a net lease.
Section 3.2 Minimum Rent. During the Initial Term,
Sublessee shall pay a minimum annual rent of Fifty Thousand
Dollars ($50,000.00) each Sublease Year ("Minimum Rent"). The
Minimum Rent shall increase in each of the second through twenty
Sublease Years by the increase, if any, in the Consumer Price
Index, published by the Bureau of Labor Statistics of the United
States Department of Labor, U.S. City Average, All Items for
Urban Wage Earners and Clerical Workers (1982-1984=100) (the
"CPI") for the preceding Sublease Year. If the CPI is no longer
-5-
published, the index used shall be the index commonly known to
have replaced the CPI, and if there is no such replacement then
Sublessor and Sublessee shall agree on a replacement index, both
acting reasonably. Subject to Section 3.6 below, one-twelfth of
the Minimum Rent payable in the then-current Sublease Year shall
be due and payable at the address specified for notices to
Sublessor in this Sublease in advance of the first day of each
month during the Term.
Section 3.3 Additional Rent.
11
Additional Rent
11
includes
all amounts which Sublessee must pay pursuant to this Sublease
(other than Minimum Rent) including without limitation Taxes,
Insurance and any utility charges payable by Sublessee, together
with every fine, penalty, interest and cost which may be added
for non-payment or late payment thereof.
Section 3.4 Taxes.
(a) As used in this Sublease, the term "Taxes" shall
include all real estate taxes, including general and special
assessments, if any, sewer rents, transit taxes, taxes based on
the receipt of rent and other federal, state or local government
charge, whether general, special, ordinary or extraordinary
(including personal property taxes but not including income or
franchise taxes or other taxes imposed on Sublessor's sales or
income, unless the same shall be imposed in lieu of real estate
or other ad valorem taxes) , which may be imposed on, assessed
against or levied on the Restaurant (or any part thereof) , the
-6-
Parent Tract, the Hotel (but, as to the Hotel, only to the extent
that such Taxes result from an increase in value of the
Restaurant or are otherwise derived from the value of the
Restaurant or from the Restaurant's sales or income) or the Rent.
If, at any time during the Term, under the laws of the United
States or any state or political subdivision thereof in which the
Restaurant is situated there shall be adopted some other method
of taxation on real estate as a substitute in whole or in part
for taxes on real estate as now constituted, such as tax on the
Rent or the other charges payable by Sublessee hereunder, but
specifically excluding any tax imposed on the net income of
Sublessor (which substitute tax on the Rent or Additional Rent,
or other charges or other substitute method of taxation are
hereinafter collectively referred to as "Substitute Taxes"),
Sublessee, to the extent that such Substitute Taxes are means of
raising revenue from real estate shall pay such Substitute Taxes
on the same basis and in the same proportions as are provided
herein for the current payment of real estate and personal
property taxes and assessments as Additional Rent hereunder as
soon as the same shall become due and payable.
(b) Sublessee shall pay 100% of (i) all Taxes, including
general and special assessments, if any, sewer rents, transit
taxes, taxes based on the receipt of rent and other federal,
state or local government charge, whether general, special,
ordinary or extraordinary, imposed on the Restaurant or any part
-7-
thereof or the Rent, (ii) income or franchise taxes imposed on
Sublessee's sales or income and {iii) any other tax, cost or
change imposed on Sublessee or Sublessee's sales or income, or
any part thereof.
(c) Sublessee shall pay 22% of any other Taxes.
(d) Any such Taxes that are applicable only to a ~ o r t i o n of
the Term shall be appropriately prorated.
(e) With respect to real estate taxes, Sublessee shall pay
to Sublessor, in advance of the first day of each month during
the Term beginning in January 2000, one-twelfth of the
Sublessee's real estate tax obligation for the then-current
Sublease Year, as reasonable estimated by Sublessor. Such
payments shall be made by Sublessee at the address specified for
notices to Sublessor. Upon receipt of the actual real estate tax
bill(s) applicable to such Sublease Year, Sublessor shall deliver
copies of the bill(s) to Sublessee and, if Sublessee has paid-
less than its actual allocable portion of the bill, Sublessee
shall promptly remit to Sublessor the difference between-the
amount paid and the amount owed; if Sublessee has paid more that
its actual allocable portion of the bill, the difference shall be
applied to its monthly obligation to pay a portion of the
estimated real estate taxes for the then-current tax year.
{f) With respect to all other Taxes payable by Sublessee
for which Sublessor receives a bill, Sublessor shall furnish or
cause to be furnished to Sublessee, within thirty (30) days after
-8-
the date upon which any such tax, assessment, or other charge .is
due and payable, copies of the bills from the proper taxing
authority evidencing the amount of Taxes due and, if necessary,
Sublessor's calculation of Sublessee's allocable share of the
bills. Sublessee shall pay all Taxes before any interest or
penalties are imposed or accrue with respect to such Taxes.
Section 3.5 Late Charge. Sublessee hereby acknowledges
that late payment by Sublessee to Sublessor of Rent or other s u ~ s
hereunder will cause Sublessor to incur costs not contemplated by
this Sublease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited
to, processing and accounting charges, and late charges which may
be imposed upon Sublessor by terms of any mortgage or deed of
trust covering the Premises. Accordingly, if any installment of ..
Rent or any sum due from Sublessee shall not be received by
Sublessor or Sublessor's designee within five (5) days a ~ t e r the
date that said amount is due, then Sublessee shall pay to
Sublessor a late charge equal to 5% of the past dueamount plus
any attorney's fees incurred by Sublessor by reason of
Sublessee's failure to pay rent and/or other charges when due
hereunder.
Section 3.6 Advance Rent Payment. Simultaneously with the
execution of this Sublease by Sublessee, Sublessee will place in
escrow with Sublessor, on account of Sublessee's obligation under
this Sublease, Thirty-Three Thousand Three Hundred Thirty Three
-9-
Dollars ($33,333) (the "Advance Deposit"). The Advance Deposit
shall satisfy Sublessee's Minimum Rent payment obligations under
this Sublease for the first Sublease Year.
Section 3.7 Security Deposits. In addition to all other
amounts payable hereunder, Sublessee shall deliver to Sublessor a
rent security deposit (the "Rent Security Deposit") in the amount
equal to (a) one month of the Minimum Rent payable in the first
Sublease Year plus (b) 10% of the estimated real estate taxes
allocable to Sublessee for the first Sublease Year under Section
3.4 of this Sublease. The Rent Security Deposit, plus the
Advance Deposit, shall be held by Sublessor as collateral
security for the performance by Sublessee of its obligations
hereunder. In no event shall the Rent Security Deposit or
Advance Deposit, or their appropriation or application, be
considered or construed as liquidated damages.
ARTICLE 4. INSURANCE AND INDEMNITY
Section 4.1 Liability Insurance. Sublessee shall, at
Sublessee's expense, obtain and keep in force:during the term of
this Sublease, as the insuring party, a policy of bodily injury
(including death) and property damage insurance insuring
Sublessor and Sublessee against any liability arising out of the
ownership, use, occupancy, renovation or maintenance of the
Restaurant and all areas appurtenant thereto, or any part
thereof. Such insurance shall be a combined single limit policy
in an amount not less than Five Million Dollars ($5,000,000).
-10-
The policy shall contain gross liability endorsements and shall
insure performance by Sublessee of the indemnity provisions of
this Article 4. The limits of said insurance shall not, however,
limit the liability of Sublessee hereunder. Said insurance shall
have a Sublessor's protective liability endorsement attached
thereto and shall also cover window breakage in the Restaurant.
If Sublessee shall fail to procure and maintain said insurance,
Sublessor may, but shall not be required to, procure. and maintain
the same, but at the expense of Sublessee. Not more frequently
than once a year, if, in the reasonable opinion of Sublessor, the
amount of liability insurance required hereunder is not adequate,
Sublessee shall increase said insurance coverage as requested by
Sublessor; provided, however, that in no event shall the amount
of the liability insurance increase be more than fifty percent
( 5 0 ~ ) greater than the amount thereof during the preceding year
of the Term or be in excess of that customari;y carried by first
class restaurants in the area. The failure of Sublessor to
require any additional insurance coverage shall not be deemed to
relieve Sublessee from any obligations under this Sublease.
Section 4.2 Property Insurance.
(a) Sublessee shall, at Sublessee's expense, obtain and
keep in force during the term of this Sublease a policy or
policies of insurance covering loss or damage to the Restaurant,
in the amount of the full replacement value thereof, as the same
may exist from time to time against all perils included within
-11-
the classification of fire, extended coverage (including but not
limited to debris removal), vandalism, malicious mischief,
special extended perils (all risk) , sprinkler leakage, and boiler
and pressure apparatus (including compessors) liability
insurance. Said insurance shall provide for payment of loss
thereunder to Sublessor and to the holders of mortgages or deeds
of trust on the Parent Tract {or any part thereof) . Sublessee
shall obtain and keep in force during the term .of this Sublease a
policy of rental income insurance covering a period of eighteen
{18) months, with loss payable to Sublessor.
(b) Not more frequently than once each year, if in the
reasonable opinion of Sublessor, the amount of property insurance
required hereunder is not adequate, Sublessee shall increase said
insurance coverage as requested by Sublessor.
Section 4.3 General. All insurances required to be
maintained by Sublessee hereunder shall pe written on forms
reasonably acceptable to by carriers rated AA or
better by the most current issue of "Best Insurance Guide" and
licensed and authorized to do business in the state of Florida.
Sublessee shall deliver to Sublessor copies of policies of such
insurance or certificates evidencing the existence and amounts of
such insurance with loss payable clauses satisfactory to
Sublessor. No such policy shall be cancelable or subject to
reduction of coverage or other modification except after ten (10)
days prior written notice to Sublessor. Sublessee shall, within
-12-
ten (10) days prior to the expiration of such policies, furnish
Sublessor with renewals or "binders" thereof, or Sublessor may
order such insurance and charge the cost thereof to Sublessee,
which amount shall be payable by Sublessee upon demand.
Sublessee shall not do or permit to be done anything which shall
invalidate the insurance policies referred to in this Article 4.
Section 4.4 Waiver of Subrogation. Sublessee and Sublessor
each hereby waive any and all rights of against the
other, or against the officers, employees, agents and
representatives of the other, for loss of or damage to such
waiving party or its property or the property of others under its
control if, and to the extent that, such loss or damage is
insured against under any insurance policy in force at the time
of such loss or damages. The insuring par,ty shall, upon
obtaining the policies of insurance required hereunder, give
notice to the insurance carrier carriers the foregoing
mutual waiver of subrogation. is contained in this Sublease. This
waiver of subrogation shall not be effective if its inclusion
would cancel an insurance policy of either party.
Section 4.5 Indemnity. Sublessee shall indemnify and hold
harmless Sublessor (which for purposes of this Section 4.5 shall
include Sublessor's partners, officers, directors, employees,
agents, affiliates, successors and assigns) from and against all
claims arising from Sublessee's use of the Restaurant, or from
the conduct of Sublessee's business or from any activity, work or
-13-
things done, permitted or suffered by Sublessee in or about the
Restaurant or elsewhere. Sublessee shall indemnify and hold
harmless Sublessor from and against any and all loss, cost,
damage and claims arising from any breach or default in the
performance of any obligation on Sublessee's part to be performed
under the terms of this Sublease, or arising from any negligence
of Sublessee. In case any action or proceeding be brought
against Sublessor by reason of any ~ u c h claim, Sublessee upon
notice from Sublessor shall defend the same at Sublessee's
expense by counsel satisfactory to Sublessor. Sublessee, as a
material part of the consideration to Sublessor, hereby assumes
all risk of damage to property or injury or death to persons, in,
upon, or about the Restaurant arising from any cause, and
Sublessee hereby waives all claims ip respect thereof against
Sublessor unless caused by Sublessor's gross negligence.
Section 4.6 Exemption 9f Sublessor from Liability.
Sublessee hereby agrees that Sublessor (which for purposes of
this Section 4.6 shall -include Sublessor's partners, officers,
directors, employees, agents, affiliates, successors and assigns)
shall not be liable for injury to Sublessee's business or any
loss of income therefrom or for damage to the improvements, trade
fixtures, contents, goods, wares, merchandise or other property
of Sublessee, Sublessee's employees, invitees, customers, or any
other person in or about the Restaurant, nor shall Sublessor be
liable for injury to the person of Sublessee, Sublessee's
-14-
employees, agents or contractors, whether such damage or injury
is caused by or results from fire, steam, electricity, gas, water
or rain, or from the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, or from any other cause,
whether the said damage or injury results from conditions arising
upon the Restaurant or other sources or places, and regardless of
whether the cause of such damage or injury or the means of
repairing the same is inaccessible to Sublessee. Sublessor shall
not be liable for any damages to the Restaurant arising from any
act or neglect of any employee, guest or agent of the Hotel.
Section 4.7 Additional Insurance. Notwithstanding any
provisions to thecontrary contained in this Sublease, the
insuring party shall also provide insurance against damage by
such other perils as any lender holding a mortgage or deed of
trust on the Parent (of any.part thereof) may from time to
time require against damage by such other perils as mortgage
lending institutions generally may from time to time require in
case of similar properties and in such amounts.
Section 4.8 Blanket Policy. If at any time during the Term
of this Sublease Sublessee shall have in full force and effect a
blanket policy of general liability insurance and/or property
insurance with the same coverages for the Restaurant or for
Sublessees property as described above, as well as coverage of
other premises and properties of or in which Sublessee
-15-
has some insurable interest, such blanket insurance shall satisfy
the requirements hereof; provided, however, that such blanket
policy (i) shall specify therein the amount of the total
insurance allocated to the Restaurant, which amounts shall not be
less than the amounts required by this Article 4, and (ii) such
amounts so specified shall be sufficient to prevent Sublessee or
Sublessor (or its lenders) from becoming a co-insurer within the
terms of the applicable policy or policies.
Section 4.9 Acts of God. Sublessor shall not be required
to perform any covenant or obligation in this Sublease, or be
liable in damages to Sublessee, so long as the performance or
non-performance of the covenant or obligation is delayed, caused
by or prevented by an act of God or force majeure. An !'act of
God" or "force majeure" i.s defined for purpose of this Sublease
as strikes, lockouts, sitdowns, material or labor restrictions by
any governmental _authority' riots, floods, washouts, explosions,
earthquakes; fire, storms, act of the public enemy, wars,
insurrections and any other cause not reasonably within the
control of Sublessor and which by the exercise of due diligence
Sublessor is unable, wholly or in part, to prevent or overcome.
ARTICLE 5. UTILITIES
Sublessee shall obtain, maintain and pay for, in its name
and at its expense, all utilities and similar services used in,
on or at the Restaurant, including without limitation, water,
electricity, sewerage, gas, telecommunications and waste/trash
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removal. Sublessee shall also, at its sole cost and expense,
procure any and all necessary permits, licenses, or other
authorizations required for the lawful and proper installation
and maintenance of wires, pipes, conduits, tubes and other
equipment and appliances for use in supplying such utility
services. To the extent reasonably possible, Sublessor will have
all such utilities separately metered. If Sublessor does not
have such separately metered, then Sublessor shall bill
Sublessee based on Sublessor's reasonable estimate as to utility
consumption by Sublessee, and Sublessee shall promptly pay such
bills, in any event before the imposition of any fine, penalty,
interest or loss of services. Sublessee recognizes that water
and sewerage bills may be based in part upon contaminants such as
grease discharged the sewerage system. Sublessee agrees to
take all reasonable precautions to reduce the discharge of such
into the .sewerage system and to be responsible for
any increased charges in the sewerage bills due to Sublessee's
discharge of grease or other contaminants into the sewerage
system.
ARTICLE 6. USE AND OPERATIONAL COVENANTS
Section 6.1 Permitted Use.
(a) Subject to Force Majeure, Sublessee agrees to
continuously occupy and operate the Restaurant for the purpose
stated in this Sublease and for no other purpose whatsoever.
Sublessee agrees to use and maintain the Restaurant for the
-17-
operation of a full service, family-style sit down restaurant of
at least 165 seats operated under the "International House of
Pancakes" name. The Restaurant shall not sell or serve alcoholic
beverages, permit dancing, project music or other programming
over any type of broadcasting or "loudspeaker" mechanism or stage
entertainment events (live, recorded or otherwise). The
Restaurant shall not permit or provide drive-through or carryout
service (except such carryout service as is approved by
Sublessor) .
(b) Sublessee shall operate the Restaurant in a clean,
healthful, careful, safe and proper manner at least equal to the
standards of similar first class restaurants. Without limiting
the generality of the foregoing, waste and trash containers,
appropriate in. size and operation to the business to be conducted
at the Restaurant, shall be appropriately maintained and cleaned,
kept from r e g u l a ~ view within proper enclosures, and regularly
emptied so as to avoid a build up of waste or trash and the
presence of rodents, insects or vermin.
(c) Sublessee agrees to comply with all applicable laws,
ordinances, orders, rules and regulations of all governmental
bodies (federal, state, county and municipal) from time to time
in force which shall affect (i) Sublessee's use of the
Restaurant, (ii) the manner or conduct of Sublessee's business or
the operation of the Restaurant and the equipment and other
property therein, (iii) any cause or condition created by or at
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the instance of Sublessee, or (iv) the performance of any of
Sublessee's obligations hereunder. Sublessee will not occupy or
use, or permit any portion of the Restaurant to be occupied or
used, for any disreputable or illegal business or purpose.
(d) Subject to Sublessee's use of the Restaurant for the
purposes herein provided, which includes kitchen and food
preparation facilities and a manager's office, Sublessee shall
not use the Restaurant or allow or permit the same to be used in
any way or for any extrahazardous purpose causing exposure of the
Restaurant or the Hotel to the reasonable possibility of fire or
other casualty.
(e) Sublessee shall not at any time leave the Restaurant
vacant, but shall in good faith continuously throughout the term
of this Sublease conduct and carry on, in the entire Restaurant,
the type of restaurant business for which the Restaurant is
leased.
(f) Sublessee shall pay all the costs, expenses, fines,
penalties and damages which may be imposed upon Sublessor by
reason of or arising out of Sublessee's failure to fully and
promptly comply with and observe such laws or which Sublessor may
incur as a result of Sublessee's breach of the above covenants.
If any governmental license or permit shall be required for the
property and lawful conduct of Sublessee's business in the
Restaurant, Sublessee shall, at Sublessee's expense, procure and
maintain such license or permit and submit same or a copy thereof
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to Sublessor for inspection. Sublessee shall give prompt notice
to Sublessor of any notice Sublessee receives of the violation of
any law or requirements of any such governmental body with
respect to the Restaurant or the use or occupation thereof.
Section 6.2 Daily Operations.
(a) Sublessee agrees to provide all services described in
this Article 6 seven (7) days per week, including weekends and
ho.lidays, to open each day no later than 5 am EST and to close
each day no earlier than 10 pm EST. Sublessee may, however,
elect to conduct restricted operation of the Restaurant on
certain holidays as approved by Sublessor (which approval shall
not be unreasonably withheld or delayed) . Sublessee shall give
Sublessor two weeks prior written notice of its desire to conduct
a partial operation on any such holiday, for Sublessor's
approval, in its discretion, of the proposed holiday schedule .
. (b) Sublessee shall insure that the parking lot on the
Restaurant site is adequately lit at least in the hours between
dusk and dawn each day during the Term.
Section 6.3 Staff, Supplies, Etc. Sublessee at all times
shall keep and maintain an adequate staff of employees and an
adequate stock of food, beverages, condiments, merchandise and
supplies in order to provide its services as required hereunder
and to fully service the demands and requirements of customers of
the Restaurant. Sublessee shall use as much of the Restaurant as
is possible and consistent with efficient, cost effective
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management of the Restaurant to provide food and beverage
services; Sublessee shall use a maximum of 1,200 square feet of
the building on the Restaurant site for storage and office
purposes.
Section 6.4 Signs and Advertising. Sublessee shall not
paint or place any sign, light, advertisement, antenna or awning
upon the window, doors or roof of the Restaurant without the
prior written consent of Sublessor. Notwithstanding the
foregoing, Sublessee shall have the right (subject to the
immediately succeeding sentence), at Sublessee's expense, to (a)
replace the pylon, pole-mounted signage that previously
advertised the Shoney's restaurant on the Restaurant site, using
a sign pole and sign of approximately the same height and shape
as the previous pole and sign, and (b) place upon the exterior
physical structure of the Restaurant building such signs, lights,
advertisements, antennas, awnings and paint colors and scheme as
are required by the franchiser of the Restaurant. Sublessee
shall obtain, and shall be solely responsible for obtaining, all
required governmental approvals with respect to such signs and
advertising, including but not limited to building and zoning
department approvals. Sublessee shall not use Sublessor's name
or the name of the Hotel in any printed or other promotional
fashion or medium, without the prior written consent of
Sublessor.
Section 6.5 Deliveries. Sublessee shall use reasonable
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efforts to have all deliveries and servicing of the Restaurant
done at times and in a manner so as not to disturb or
inconvenience the operation of the Hotel or the free ingress or
egress to and from the Restaurant or the Hotel or any portion
thereof. Sublessee shall use reasonable efforts to require that
all delivery trucks or other vehicles servicing the Restaurant
shall park or stand only near service entrances.
Section 6.6 Mechanics Lien. Sublessee will not permit any
mechanic's liens to be placed upon the Restaurant, the Hotel, the
Parent Tract or any portion of any of them, during the Term
resulting from work, services, labor, or materials s ~ p p l i e d or
claimed to have been supplied to Sublessee. If any such
mechanics lien shall at any time be filed, Sublessee 'shall (i)
promptly pay the same, or (ii) shall provide Sublessor with a
surety bond or other adequate assurances against such lien(s), in
form and substance satisfactory to Sublessor, or (iii) shall
provide such bond as is required by and in accordance with
Florida law and statutes whereby the property is discharged from
such lien.
ARTICLE 7. REPAIRS, REPLACEMENTS, MAINTENANCE AND ALTERATIONS
Section 7.1 Repairs, Replacement and Maintenance.
(a) Sublessee, at its expense, will keep the entire
Restaurant clean and neat and make all repairs, replacements and
necessary maintenance to the building(s) and other structures on
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the Restaurant site and immediately adjoining sidewalks,
driveways, parking areas, curbs, vaults and landscaped areas in
order to maintain them in the same good order and condition they
are in on the date hereof or such better condition in which they
are subsequently put, reasonable wear and tear excepted,
permitting no waste or injury thereto. Without limiting the
generality of the foregoing, the Sublessee shall make such
repairs, replacements and maintenance to the following elements
of the Restaurant: roof structure, roofing materials, structural
columns, ceiling, exterior walls, floors, HVAC systems, plumbing
systems, electrical systems, windows and glass _and patching,
paving and striping the parking areas; in each case as is
necessary to maintain the Restaurant to the standard set forth in
the immediately preceding sentence. Should Sublessor become
aware of any such maintenance, replacements or repairs which have
not been made, Sublessor shall so notify Sublessee in writing and
Sublessee shall make such repairs, replacements or maintenance
within 10 days of such notice. If not so performed, Sublessor
may make such repairs, replacements or maintenance and upon
billing the other for same, the cost of such work shall be due
and payable immediately.
(b) Lessee shall also (i) make all repairs, alterations,
additions or replacements to the Restaurant and immediately
adjoining areas required by any law or ordinance or any order or
regulation of my public authority, (ii) keep the Restaurant
-23-
equipped with all safety appliances so required, and (iii) comply
with the orders and regulations of all governmental authorities.
(c) Lessee shall keep clean and neat, lighted, lined, in
good repair, and free from ice, snow and standing water the
driveways and parking areas of the Restaurant site.
(d) Without limiting the generality of the foregoing,
Sublessee shall, at Sublessee's expense, throughout the term of
this Sublease, (i) take good care of the interior of the
Restaurant, together with all electrical, plumbing and other
mechanical installations therein, including without limitation
the heating, ventilation and air conditioning systems.
(e) Sublessee agrees to pay on demand, as Additional Rent,
any damages to the Restaurant and its appurtenances need for
which arises out of any fault, omission, misuse or negl-ect of
Sublessee or any of Sublessee's agents or invitees.
Section 7.2 FF&E. Sublessee shall maintain-and
employ in the operation of its business at the Restaurant such
furniture, trade fixtures, personal property, equipment and
smallwares (collectively, "FF&E") as is reasonably necessary to
operate the business in the manner required by this Sublease.
The FF&E shall at all times during the Term of this Sublease be
repaired and replaced at Sublessee's sole cost and expense.
Section 7.3 Alterations, Additions, Improvements.
(a) Sublessor acknowledges that the Restaurant will be
operated as an International House of Pancakes restaurant, and
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that the physical plant must be altered to accommodate such use.
All plans and specifications for any construction, re-
construction, alterations or improvements to occur during the
Term shall be submitted to Sublessor for Sublessor's written
approval. Sublessor shall not unreasonably withhold such
approval. Sublessee agrees that Sublessor shall not consent to
any construction, re-construction, alteration or improvement if
it determines in its reasonable opinion that the value of the
building or the Restaurant site would be diminished or that the
structural integrity of the Restaurant building would be
adversely affected by any such construction, re-construction,
alteration or improvement. In the event of disapproval,
Sublessor shall give to Sublessee an. itemized statement of
reasons thereof. If Sublessor does not disapprove. of plans and
specifications submitted under this Section within twenty (20)
days after same have been submitted to Sublessor, s ~ c h plans and
specifications shall be deemed to have been given written
approval be Sublessor.
(b) Sublessee shall bear the risk of loss during any
renovation, alteration or improvement of the Restaurant building
and at all times after completion date.
(c) Sublessee covenants that the renovations, alteration or
improvement to the Restaurant building, and any other work to be
performed by Sublessee hereunder shall be undertaken, performed
and completed in a good and workmanlike manner and in full
-25-
compliance with all provisions of all federal, state, and local
authorities having jurisdiction. Sublessee warrants to Sublessor
that the Restaurant as renovated by Sublessee will comply with
all local government requirements.
(d) Sublessee shall pay all expenses that may become due
from or purported to be due for, any labor, services, materials,
supplies, or equipment furnished in connection with the
renovations, alteration or improvement which may be secured by
any mechanics', materialmans', or other liens against the
Restaurant, or any part thereof or the interest of the Sublessor
therein. Sublessee shall fully discharge or transfer to bond
such lien at the time the performance of the obligation secured
thereby matures or becomes due:
(e) Except as set forth in (a) above, Bublessee shall make
no alterations in, or additions or improvements to, the
Restaurant without the prior written, consent of Sublessor. All
additions and any other improvements made or placed in or upon,
and affixed to, the Restaurant-by either party, except only
movable trade fixtures, furnishings and personal property of
Sublessee ("Sublessee's Equipment") shall be deemed a part of the
Restaurant and shall become the property of the Sublessor and
shall remain upon and be surrendered with the Restaurant as a
part thereof at the expiration or any termination of this
Sublease.
ARTICLE 8. CONDEMNATION
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If the whole or any part of the Restaurant shall be taken
under the power of eminent domain, this Sublease shall terminate
as to the part so taken on the date Sublessee is required to
yield possession thereof to the condemning authority. Sublessor
shall, to the extent sufficient condemnation proceeds are made
available to it, make such repairs and alterations as may be
necessary in order to restore the part not taken to useful
condition. In such event, all Rent shall be reduced in the same
proportion as the portion of the Restaurant so taken, but only
after taking into account the effect of the conversion of any
part of the Restaurant building formerly used for storage or
offices into dining or kitchen/food preparation areas,
effectively reducing the square footage of productive space taken
by eminent domain. If in the reasonable opinion of Sublessor or
Sublessee, the aforementioned taking renders the remainder of the
Restaurant unsuitable for use a restaurant, such
party may terminate this Sublease as of the date of condemnation
and Sublessee shall yield- possession within thirty (30) days
after such date. However, if a loss of parking contributes to a
determination by the Sublessee that the remainder of the
Restaurant is unsuitable for use as a first-class restaurant,
Sublessee may not terminate this Sublease if Sublessor
determines, in it discretion, to make parking adjacent to the
Hotel available for use by Restaurant employees or invitees, and
the substitution of such parking renders the remainder of the
-27-
Restaurant suitable for use as a first class restaurant in the
reasonable opinions of Sublessor and Sublessee. All compensation
awarded for any taking of the Restaurant shall belong to and be
the property of Sublessor; provided, however, that Sublessee may
pursue condemnation awards to the extent that (i) such awards do
not, in Sublessor's reasonable discretion, relate to the
interests of Sublessor in the Restaurant, (ii) Sublessee, in
pursuing or receiving such awarqs, does not, in Sublessor's
reasonable discretion, hinder or interfere with Sublessor's
pursuit or receipt of awards relating to its interests in the
Restaurant, and (iii) Sublessee's pursuit or receipt of such
awards does not dimish, or act as a credit against, any
condemnation award pursued or received by Sublessor.
ARTICLE 9. FIRE OR CASUALTY
Section 9.1 Lessee's Insured casualty and Restoration.
(a) If the Restaurant, or any part thereof, shall be
damaged or destroyed by fire, the elements or other insured
casualty (except as hereinafter provided), then Sublessee shall
give notice thereof to Sublessor. Except as hereinafter
otherwise provided, Sublessee shall, promptly after such casualty
and in accordance with all governmental requirements and
approvals, repair or restore the Restaurant to substantially the
same condition it was in immediately prior to the casualty,
pursuant to plans and specifications submitted in advance to
Sublessor for approval, which shall not be unreasonable withheld.
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Sublessee shall not be entitled to any abatement or reduction in
Rent. Such work shall be commenced no later than sixty (60) days
after (i) insurance proceeds payable as a result of such casualty
first become available or (ii) the insurers state that no
insurance proceeds are payable as a result of such casualty.
Such work, once commenced, shall be diligently and continuously
prosecuted until completion. Sublessee shall procure and pay for
any additional general liability or builder's risk insurance
required to adequately cover the risks of the project and shall
provide Sublessor with evidence of such coverage. All insurance
proceeds recovered on account of any damage or destruction by
fire, the elements or other casualty shall be paid into escrow
(and Sublessee shall direct its insuror(s) to pay such proceeds
directly to a escrow agent .. that is mutually acceptable to
Sublessor and Sublessee) and made available by the escrow agent
for the payment of ~ h e cost o the aforesaid repair or
restoration pursuant to a customary submittal and payment
process. If the insurance proceeds shall be less than the cost
of repair or restoration, Sublessee shall pay the excess cost.
If, in the reasonable opinion of Sublessor, the costs will exceed
the insurance proceeds, the Sublessor may require Sublessee to
obtain a bond, in customary form, to secure the completion of,
and payment for, the work. If the insurance proceeds shall be
greater than the cost of repair or restoration, the excess shall
belong to Sublessee.
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(b) Damage or destruction by the act of any third party
shall be deemed damage or destruction by a casualty. All damages
recoverable on account of such act shall be recovered, used and
applied like_ insurance proceeds and to that end shall be deemed
included within the meaning of the expression
11
insurance
proceeds.
11
(c) If Sublessee fails to commence the work within the time
period referred to ab9ve, or if it fails to diligently and
continually prosecute the work, Sublessor may declare an event of
default under Article 12. If the Sublease is terminated
thereafter, Sublessee shall not be entitled to any of the
insurance proceeds, and neither such proceeds nor any costs
incurredby Sublessee prior to termination of the Sublease with
respect to the work sh.all be offset against the remedies
available to Sublessor.
9.2 Termjnation After Casualty. Notwithstanding the
provisions of Section 9.1, in the event of damage or destruction
to fifty-percent (SO%) or more of the Restaurant building by a
casualty, whether or not covered by insurance, the Sublessee may,
at its option, terminate this Sublease by giving written notice
to Sublessor of its intention to terminate within thirty (30)
days after the occurrence of the same, and this Sublease shall
terminate on the sixtieth (6oth) day thereafter provided that
Sublessee shall have (i) removed all debris from the Restaurant
site and (ii) if requested by Sublessor in writing, Sublessee
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shall raze what may remain of the Restaurant building or other
improvements on the Restaurant site and restore the grade and
surface of the Restaurant site, and except as provided above,
Sublessee shall not be obligated to rebuild or repair or restore
the Restaurant. In such event, all insurance proceeds recovered
on account of such casualty (net of any amounts actually spent by
Sublessee in removing debris, razing the remainder of the
Restaurant building and restoring the grade of the Restaurant
site as required by this Section 9.2) shall belong to Sublessor,
and Sublessee shall direct its insurer(s) to pay such proceeds
directly to Sublessor, and if Sublessee shall receive any of such
proceeds, Sublessee shall immediately submit such proceeds to
Sublessor.
ARTICLE 10. TRANSFER OF INTEREST
Section 10.1 Assignments and Subletting.
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(a) Sublessee shall not assign this Sublease, in whole or in
part, nor sublet all or any part of the Restaurant, nor pledge or
secure by mortgage or other instruments this Sublease, nor suffer
or permit any direct or indirect transfer of a legal or
beneficial interest in Sublessee, without first obtaining the
written consent of Sublessor, which consent may be granted or
withheld in the sole discretion of Sublessor. If this Sublease
is a s s i g n ~ d or sublet, or occupied by anybody other than the
Sublessee, the Sublessor may, after default by the Sublessee,
collect rent from the assignee, subtenant, or occupant. Consent
by Sublessor to any assignment or subletting shall not constitute
a waiver of the requirement for such consent to any subsequent
assignment or subletting. Any assignment made in violation of
this Section shall be automatically null and void, at Sublessor's
option.
(b) Guarantor hereby represents that Guarantor is the sole
owner of all of the outstanding equity interest of Sublessee.
Guarantor shall neither transfer any of the equity of Sublessee,
nor permit or cause Sublessee to issue any additional equity
(other than to Guarantor) without the prior written consent of
Sublessor, which consent may be granted or withheld in the sole
discretion of Sublessor.
Section 10.2 Continuing Liability. Notwithstanding any
assignment or subletting, Sublessee shall at all times remain
fully responsible and liable for the payment of the Rent herein
-32-
specified and for compliance with all its other obligations under
this Sublease. In any event of assignment or subletting it is
understood and agreed that all rentals paid to Sublessee by an
assignee or sublessee shall be received by Sublessee (to the
extent required to be paid by Sublessee to Sublessor under this
Sublease) in trust for Sublessor, to be forwarded immediately to
Sublessor without offset or reduction of any kind, and, upon
election by Sublessor, such rentals shall be paid directly to
Sublessor to be applied as a credit and offset to Sublessee's
rent obligations. In the event of a permitted assignment or
subletting hereunder, Sublessor agrees to give Sublessee notice
by certified mail return receipt requested of any default
.hereunder and the right to cure any such default within the time
provided for in this Sublease to cure any such default.
Section 10.3 Assignment by Sublessor. Sublessor may assign
its in the Sublease. In the event of the transfer and
assignment by Sublessor of its interest in this Sublease,
Sublessor shall thereby be released from any further obligations
and such transferee shall succeed to Sublessor's obligations and
rights hereunder. Sublessee shall attorn to any such assignee,
and agrees to execute any instrument reasonably requested by
Sublessor or an assignee to further evidence such attornment.
ARTICLE 11. ESTOPPEL CERTIFICATE
Sublessee, within five (5) business days of the request of
-33-
Sublessor, shall execute, acknowledge and deliver to Sublessor a
certificate by Sublessee certifying (a) whether the Sublease is
unmodified and in full force and effect (or, if there have been
modifications, the extent to which the Sublease is in full force
and effect as modified and stating the modifications),
(b) whether, to its knowledge, there are then existing any
offsets or defenses against the enforcement of any other
provisions of the Sublease (and if so, specifying the same), and
(c) the dates, if any, to which the Rent and other charges have
been paid. Any such certificate may be relied upon by any person
interested in Sublessor's or Sublessee's interest hereunder.
ARTICLE 12. DEFAULT AND REMEDIES
Section 12.1 Events of Default. The occurrence of any one
or more of the following events shall constitute an event of
d ~ f a u l t by Sublessee under this Sublease:
(a) If Sublessee shall fail to pay any Rent or other sums
payable by Sublessee hereunder within five (5) days after such
sums have become due and payable;
(b) If Sublessee shall fail to perform or observe any other
covenant or obligation under this Sublease and such failure shall
continue for more than fifteen (15) days after written notice
thereof from Sublessor, or, if such failure cannot be corrected
within such fifteen (15) day period, if Sublessee does not
commence to correct same within such fifteen (15) day period and
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thereafter diligently prosecute the same to completion within
sixty (60) days after the written notice;
(c) If Sublessee deserts or vacates the Restaurant;
(d) If an Event of Bankruptcy (as hereinafter defined)
occurs with respect to Sublessee or Guarantor; or
(e) If Sublessee or Guarantor makes a transfer in fraud of
creditors or an assignment for the benefit of creditors. For
purposes of this Sublease, an "Event of Bankruptcy" consists of
any of the following:
(i) the making by Sublessee or Guarantor of any
general assignment for the benefit of creditors, or if.an any
other manner Sublessee's interest in this Sublease shall pass to
another by operation of law;
(ii) the filing by or against Sublessee or Guarantor of
a petition to have Sublessee or Guarantor adjudged insolvent or
bankrupt under any state bankruptcy or insolvency law or an order
for relieve is entered against Sublessee or Guarantor under the
federal Bankruptcy Code and such adjudication or order is not
vacated with ten (10) days or such filing against Sublessee or
Guarantor which is not vacated within sixty (60) days;
(iii) the appointment of a trustee or receiver to take
possession of any of Sublessee's or Guarantor's assets or of
Sublessee's or Guarantor's interest under this Sublease unless
such appointment shall be vacated within forty-five (45) days of
its entry;
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(iv) the attachment, execution or other judicial
seizure of all or substantially all of Sublessee's or Guarantor's
assets or the sale of Sublessee's Guarantor's interest under this
Sublease, except as permitted hereunder; or
(v) the admission in writing by Sublessee or Guarantor
of its inability to pay its debts when due; or
(vi) the commencement of a case under any chapter of
the federal Bankruptcy Code by or against Sublessee or
or the filing of a voluntary or involuntary petition proposing
the adjudication of Sublessee or Guarantor as bankruptcy or
insolvent, or the reorganization of Sublessee, or an arrangement
by Sublessee or any Guarantor with its creditors, unless the
petition is filed or case commenced by a party other .than
Sublessee or Guarantor and is withdrawn or dismissed within
(sixty (60) days after the date of its filing).
Section 12.2 Remedies. Upon the occurrence and the.
continuation of any event of default by Sublesseelisted in
Section 12.1, Sublessor may either (i) re-enter and relet the
Restaurant (without terminating this Sublease) or (ii) terminate
this Sublease on not less than ten (10) days' prior written
notice of such cancellation to Sublessee, in which event the Term
of this Sublease shall terminate and Sublessee shall quit and
surrender the Restaurant to Sublessor, and Sublessor may at any
time thereafter take possession of the Restaurant and dispossess
by any lawful means and remove Sublessee or other occupants and
-36-
their effects.
Upon the occurrence of any such event of default by
Sublessee and the re-entry by Sublessor to the Restaurant, then
(i) Sublessor shall use reasonable efforts to relet the
Restaurant, but only to the extent that such reletting and all
costs associated therewith would, under the then-existing
circumstances, be economically reasonable and (ii) Sublessee
shall be liable to continue paying the Rent monthly as it becomes
due and owing (except to the extent that Sublessor is able to
recoup such Rent by reletting the Restaurant), and to reimburse
Sublessor for the following: (1} any u n p a i ~ Minimum Rent or
Additional Rent; (2) Sublessor's actual and direct costs and
expenses in reletting the Restaurant, including brokerage. fees,
costs of returning the Restaurant to first class condition after
the completion of improvements required for such reletting and
reasonable attorneys' fees in connection with such reletting.
In lieu of any other damages or indemnity and in lieu of
full recovery by Sublessor of all sums payable under all the
foregoing provisions of this Article 12, Sublessor may by written
notice to Sublessee, at any time after this Sublease is
terminated under any of the provisions contained in Sections 12.1
or 12.2 or is otherwise terminated for breach of any obligation
of Sublessee and before such full recovery, elect to recover, and
Sublessee shall thereupon pay, as liquidated damages, an amount
equal to the aggregate of the Rent payable hereunder accrued in
-37-
the twelve months ended next prior to such termination plus the
amount of Rent of any kind accrued and unpaid at the time of
termination and less the amount of any recovery by Sublessor
under the foregoing provisions of this Section 12.2 up to the
time of payment of such liquidated damages. Nothing contained in
this Sublease shall, however, limit or prejudice the right of
Sublessor to prove for and obtain in proceedings for bankruptcy
or insolvency by reason of the termination of this Sublease, an
amount equal to the maximum allowed by any statute or rule of law
in effect at the time when, and governing the proceedings in
which, the damages are to be proved, wpether or not the amount be
greater, equal to, or less than the amount of the loss or damages
referred to above.
Section 12.3 Remedies Cumulative. All rights and remedies
of Sublessor and Sublessee set forth in this Sublease are in
addition to all other rights and remedies available to such
parties at law or in equity. All rights and remedies available
to Sublessor and Sublessee hereunder or at law or in equity are
expressly declared to be cumulative. Notwithstanding anything
provided herein to the contrary, in the event of a default by
Sublessor hereunder Sublessor shall only be liable for direct
damages and not for any consequential damages including, but not
limited to, loss of profits, income or business opportunities,
suffered, paid or incurred by Sublessee as a result of any
default hereunder by Sublessor. The exercise by Sublessor or
-38-
Sublessee of any such right or remedy shall not prevent the
concurrent or subsequent exercise of any such right or remedy.
No delay in the enforcement or exercise of any such right or
remedy shall constitute a waiver of any default hereunder or of
any of the rights or remedies given under this Sublease in
connection therewith. Neither party shall be deemed to have
waived any default hereunder unless such waiver is set forth in a
written instrument signed by the waiving party. If either party
waives in writing any default by the other, such waiver shall not
be construed as a waiver of any covenant, condition, or agreement
set forth in this Sublease e x c e p ~ as to the specific
circumstances described in such written waiver.
Sec.tion 12.4 No Accord and Satisfaction.. No acceptance by
Sublessor of a lesser sum than the Rent or charge then due shall
be deemed to be other than on account of the earliest installment
of such Rent or charge due, nor shall any endorsement or
statement on any check or any let.ter accompanying any check or
payment as Rent or other charge be deemed an accord and
satisfaction, and Sublessor may accept such check or payment
without prejudice to Sublessor's right to recover the balance of
such installment or pursue any other remedy in this Sublease
provided.
ARTICLE 13. QUIET ENJOYMENT
Provided Sublessee performs all of the Sublessee's
-39-
obligations under this Sublease and subject to all of the terms
and provisions of this Sublease, including the payment of Rent,
Sublessee shall, during the Term, peaceably and quietly enjoy the
Restaurant without disturbance from Sublessor or any other
persons acting by, through, or under Sublessor.
ARTICLE 14. MISCELLANEOUS MATTERS
Section 14 .1 Binding Effect. This Sublease shal;L be
binding upon and inure to the benefit of the successors and
assigns of Sublessor, and shall be binding upon and inure to the
benefit of Sublessee, its successors and any permitted assigns.
Section 14.2 Joint and Several Liability. The obligations
hereunder imposed upon Sublessee shall joint and several
obligations of Sublessee and Guarantor, and Sublessor need not
first proceed against Sublessee hereunder b.efore proceeding
against Guarantor, nor shall be released from its
guarantee for any reason.
Section 14.3 Subordination. Sublessee shall subordinate
this Sublease and its rights hereunder to the lien of any
mortgage or deed of trust encumbering the Parent Tract or any
part thereof so long as the holder of such mortgage or deed of
trust shall agree in a non-disturbance and attornment agreement
that Sublessee's possession of the Restaurant will not be
disturbed by virtue of a foreclosure thereunder so long as
Sublessee is not in default under this Sublease. Sublessee
-40-
agrees to promptly execute and deliver any appropriate
instruments requested by Sublessor or the holder of a mortgage or
deed of trust to further or better evidence the provisions of
this Section 14.3.
Section 14.4 Parking. Sublessee shall have the exclusive
use of the parking lot on the Restaurant site. Neither Sublessee
nor its employees, agents, guests or invitees shall have any
right to use of any other parking on the Parent Tract.
Section 14.5 No Partnership. Nothing contained in this
Sublease shall be construed as creating a partnership or joint
venture of or Sublessor and Sublessee, or to create any
other relationship between the parties hereto other than that of
Sublessor and Sublessee. It is that Sublessor
shall never be treated as a partner or associate of Sublessee in
the conduct of Sublessee's business, nor shall Sublessor be
liable for any debts incurred by Subl-essee in the conduct of
Sublessee's business or otherwise, but it is understood and
agreed that the relationship is and at all times shall remain
that of Sublessor and Sublessee.
Section 14.6 Severability. Every agreement contained in
this Sublease is, and shall be construed as, a separate and
independent agreement. If any term of this Sublease or the
application thereof to any person or circumstances shall be
invalid or unenforceable, the remainder of this Sublease, or the
application of such term to persons or circumstances other than
-41-
those as to which it is invalid or unenforceable, shall not be
affected.
Section 14.7 Notices. All notices shall be in writing and
shall be deemed duly given if delivered in person or by certified
or registered mail, return receipt requested, first class postage
paid, by recognized overnight courier delivery service (such as
Federal Express) or when delivered to such address by hand, to
the address below written unless notice of ~ change of address is
given pursuant to the provisions of this paragraph.
IF TO SUBLESSOR:
IF TO SUBLESSEE:
OR GUARANTOR:
Innkeepers Financing Partnership,
L.P.
306 Royal Poinciana Way
Palm Beach, Florida 33480
Attn: Mr. Frederic M. Shaw
Anand Enterprise Inc.
8111 S. Dixie Highway
West Palm Beach, Florida 33406
Anand Patel
648 Riveria Drive
Boynton Beach, Florida 33435
Section 14.8 Effect of Waiver. Any consent or permission
by Sublessor or Sublessee to any act or omission which otherwise
would be a breach of any covenant or condition herein shall not
in any way be held or construed (unless expressly so declared) to
operate so as to impair the continuing obligation or any covenant
or condition herein, or otherwise, except as to the specific
-42-
instance, or operate to permit similar acts or omissions. The
failure of Sublessor or Sublessee to seek redress for violation
of, or to insist upon the strict performance of, any covenant or
condition of this Sublease shall not be deemed a waiver of such
violation nor prevent a subsequent act which would have
originally constituted a violation from having all the force and
effect of an original violation.
Section 14.9 Brokr. Sublessor.and Sublessee hereby
recognize that Five Star Property Consultants, Inc.is the only
broker that procured this Sublease. The total brokerage
c o m m i s s i o ~ of Twenty-Five Thousand Dollars ($25,000.00) shall
become due and payable upon execution of this Sublease and shall
be paid by' Sublessor. Sublessee and Sublessor mutually warrant
and represent to each other that they have dealt with no other
broker in connection with .the consummation of this Sublease, and
in the event of .any other brokerage claims predicated upon prior
dealings wlth Sublessee or Sublessor, such party agrees to defend
the same and indemnify and hold harmless the other party against
any such claim.
Section 14.10 Waiver of Jury Trial. Each party hereto
hereby waives all right to trial by jury in any claim, action,
proceeding or counterclaim by either Sublessor or Sublessee
against the other or any matters arising out of or in any way
connected with this Sublease, the relationship of Sublessor and
Sublessee and/or Sublessee's use or occupancy of the Restaurant.
-43-
Section 14.11 Captions and Headings. Captions and headings
contained in this Sublease are for convenience of reference only
and are not intended to affect the meaning of any of its
provisions.
Section 14.12 Entire Agreement. This Sublease contains the
entire agreement between Sublessor and Sublessee and any
executory agreement hereto or hereafter made between Sublessor
and Sublessee shall be to change, modify, waive,
release, discharge, terminate or effect an abandonment of this
Sublease, in whole or in part, unless such executory agreement is
in and signed by the party against whom enforcement of
the change, modification, waiver, release, discharge, termination
or the effecting the abandonment is sought.
Section 14.13 No Recordation. Neither Sublessor or
Sublessee shall be entitled to record this lease.
Section 14.14 Non-Compete. Neither Sublessee, Guarantor,
nor any of their affiliates shall construct, own an interest in,
lease, or operate any sit-down restaurant facility within one-
mile of the Restaurant.
Section 14.15 Sublessor's Right to Enter. Sublessee shall
permit Sublessor and its agents to enter into and examine the
Restaurant at reasonable times and to show the Restaurant, and
during the last six months of the Initial Term or any Extension
Term to keep affixed in suitable places notices of availability
of the Restaurant.
-44-
Section 14.16 Governing Law and Construction. This
Sublease shall be governed by and construed under the laws of the
State of Florida.
-45-
IN WITNESS WHEREOF the parties have executed this Sublease
as of the above date.
SUBLESSOR:
INNKEEPERS FINANCING PARTNERSHIP,
L.P.
By:
By:
Innkeepers USA Trust

Frederic M. Shaw
Executive Vice President and
Chief Operating Officer
SUBLESSEE:
ANAND ENTERPRISE INC.
By:
,
Subscribed and sworn to before me this J' day
of JANvAr(i in the COUNTY OF fALm AffUsH
STATE OF f'l..o IZIA A 1 by Frederic M. Shaw
1
to me
known to be the Executive Vice President and Chief Operating
Officer of the general partner of the
Sublessor described in this instrument. A'-''' ROGER A. POLLAK
Notar Pu 1c S1gnature
and seal
h t
EXPIRES $EP 13. 2m
BONDtDlHIOUilH

My
Subscribed and sworn to before me this day
of 1.9 in the COUNTY OF P/Lwt tlsA'H
STATE OF (WJ !-tD/3. 1 by Anand Patel, to me known
to be the President of the Sublessee described in this
instrument.

ROGER A. POLLAK

Signature
13.2102
s
and seal
-46-
GUARANTY AND JOINDER
I, Anand Patel, in consideration of the sum of TEN ($10.00)
DOLLARS and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, by joining in
this Sublease do hereby agree, irrevocably, to guaranty the full
and timely performance of each and every of the Sublessee's
obligations as set forth hereinabove, including but not limited
to Sublessee's obligations upon a default by Sublessee as
described in Article 12 of the Sublease. This Guaranty is
expressly made as a guaranty of performance and not merely a
guaranty of payment. The obligations hereunder imposed upon
Sublessee shall be joint and several obligations of Sublessee and
Guarantor, and Sublessor need not first proceed against Sublessee
hereunder before proceeding against Guarantor, nor shall
Guarantor be released from its guarantee for any reason. Without
limiting the foregoing guaranty, I join in the Sublease for the
purpose of making the representations, covenants and agreements
contained in Section 10.1 (b) of the Sublease.
ANAND PATEL
Subscribed and sworn to before me this .5 day
of .:JAAJAIA=ft.d l,J) in the COUNTY OF PAL,tn
STATE OF oA , by Anand Patel to me known
to be the Guarantor described in this instrument.
ROGER A. POLLAK
IJ.. /) I I J h I CC77.4a
() r'iv1AA/-' -. EXptRESSEP 13.200:Z

and seal
-47-
Exhibit A
Legal Description
of
Restaurant Land
-48-
FROI'-1 THS SOOTREAST OF SECTION 29, TOWtJSHtP
4l SOUTH, RANGt 43 RUN N.8759'06 W. A D!STANCE OF 249.38
FEET, SAID LINE ALSO .BEING SOUTH LIN! OF SECTION 29, fOWNSHIP 43
SOUTH, RANGE 43 EAS'l'; RlJN A OF 66
FEE:T, '1'0 A POIN'l'; 'l'HENCE RUN N.B7.59'06''W. A O.CSTANCE Ot 193.78
FEET, '1'C A POINT; THIS POINT ALSO BEING 'rHE POINT OF SEGlNNING;
'l'HNC:2 CONTINUE N.8759'06''W. A D!S'l'ANCE OF 183.5 FEE'l', '1"0 A
TH2NC! RUN A DISTANCE OF 218.00 FEET, TO A
POINT; THeNCE RUN S.8759'06"t. A DISTANCE OF 180.73 FEET, TO A
POIN'l'; 1'HEHCE RUN s.0200'54"W .A OF 218.00 FEE!'l' ro 't'li"E
POINT OF SEGINNING.
THE ABOVE PROPERTY BEING IN THE COtJUTY OF PALM BEACH,
fLORIDA. T01AL ACREAGE BeXNG 0.91 ACRES OR 39,698 MORE OR
LESS.
- -
llesarving unto Landlord an easmant:. for a sign, inclucJi.nq the
to repair and maintain said sign, sajd easement affectinq a
portion ot the aforedasctibed property, which portion is described.
a follows:
COMMENCING FROM 't'HE SOU'l'HEAST CORNER OF SECTION 29, TOWNSHI"E'
43 SOUTH, 43 EAST, RUN NORTH WEST A DISTANCE
2 4 9. J 8 F!E'l'
1
SAID LINE BEING THE SOU't'ff t.IN OF SECTION 2 9,
toWNSHIP 4J SOUTH, RAUGE 4J EAST; THENCE RUN NORTH

EAST
A DISTANC! OF 66.00 FEET TO A l'OIN'l'; 'l'H!HCE RUN NORTH 8759'06"
WEST A DISTANCE OF 3S9. 78 't'O A POINT; THIS POINT BEING TH&
iO INT OF BEGINNING; 'l'H!NCE CONTINO'S NORTH rn 0 6 " WES1' A
ntsTANC:E or 1'. so FEET, 'l'O A fOT.P'l'; TKBltcE auN NORTH o 2
4
H 3 6 ..
EAST A DISTANCE OF 20.00 i'ET, 'l'O A POill't'; 'L'BENC2 RLJN SOUTH
87"59f'06" A DIS'!.ANCE OF l7.SO FEET, TO A tOINT; TH!NC:E hUN
0244 '36" WEST A DISTANCE OP 20,00 FE'C TO A POIN't' OE'
S!GINNING.
tt'HE ABOVE DESCRIBED PROPEFrl'Y BEING IN PALM BEACH COUNTY,
FLORIDA.
CONTAINIHG: 350 SQUARE PERT
- AtJO -
Reservin9 unto the of ingreGs and for
vehicular and pedestrlan tra:tie ovP.r and Across all areas
and walkways.
END OF EXBIBIT
Exhibit B
Parent Tract
f:\data\user\mark\wpb\ihoplease.3.doc
-49-
Legal Description of ?arent. r.cDct
COMMENCING FROM THE SOUTHEAST OF Sli!CTtON 29, 'l'OtoiNSHil?
43 SOUTH, RANGE 43 !AST; RU" N.8759'06''W. A DISTANCE OF 249.38
FEE'1'
1
SAID LINE ALSO BING SOU'l'fi LINE OF SECtiON 29, 'l'OWNSli!P 43
SOUTH, RANG& 43 EAS'l'J THENCE RUN N.0244' 36"E. A DlST.AtlCE OF 66
FEEtf 1 TO A POINT; TR!t!CE RUN N. 81 59' 06 w. A DISTANCe Of' l 93.7 0
FEET, 'l'O A POINT; THIS POIWl' ALSO BEING 'l'llE POINT OF BEGINNING;
THENCE CONTINtr! N.8?
0
59'06"W. A DIS'rANCB OF 216.0 FEET, TO A
POJ:NT; TBENct: auN N. 02
11
44 36"E. A niS1'ANC or &&o. oa FE2T, TO A
POlN'1'1 'l'H!:NCE RUN S.87Si'06''2. A DISTANCE OF 201.61 f2ET, TO A
POINT; THENCE RUN S.02QQf54"W. A CISTANCE OF 659.95 FEET TO THE
POINT Of BEGINNING.
'l'HE ABCJVE BEING IN '1'H2 COUNTY OF PAI.H
TOTAL ACREAGE SE!NG 3.2089, MORE OR LESS.
!ND OF IXStBlT B
Legal Description of Parane
COMMENCING FROM TRE SOU'rHEAS'l' COltlJER OF Sli:C'l'ION 29, 'l'Ot-JNSUIP
43 SOUTH, RANGE 43 !AST; A DISTANCE OF 249.38
FEE'l', SAID LlNE ALSO BING SOU'l'H LINE OF SECtiON 29, 'l'OWNSH!P 43
SOUTH, RANGt 4 3 EAS1' 1 THENCE RUN N. 0:2 "4 4 36 "E. A DlSTMlCE OF 6 6
FEE'l', TO A POINT; THEtiC! RUN N.BictSgosw. A DISTANCE OF 193.70
'FEET, TO A POIN'l'; THIS POIWl' ALSO BEING 'l'UE POINT OF BEGINNING;
THENCE CONTINU! N.8759'06"W. A OIS'l'ANCB OF 216.0 FEET, TO A
POINT; 'l'BENC't: R'UN N.02
11
44'36"E. A OISTANC Of' 660.00 FEET, TO A
POIN'l'1 'l'B!NCE RUN S.87
11
59'06E. A DISTANCE OF 20'7.61 FEET, TO A
POtN'l'; THENCE RUN S.0200'54"W. A CIS'l'ANCE OF 659.9S FEE'l' TO THE
POINT Oi BEGINNING.
'l'HE ABCJVE PROPER'rY BEING IN 'l'HE COUNTY OF PAI.M BEACH,
TOTAL ACREAGE BElNG 3.2089, MORE OR LESS.
!ND OF IXBIBXT B
..
\
Ground Lease
. THIS h made and executed on the ..li!.!!_ day ot
__ l'ebrua!y , U_M, by an4 between RlHKtR I1ATRl.\LS cORP.
1
a
corporation organhed and uhtlng undec the lo11s ot the state ot
Florida, having ltu pdnclpal otflce at 1501 Delvedare Rood, P.O.
Duwec K, In the City of We&l Palm Beach, County of l'&lm Uo:At:h,
State ol t'lor!do, hue!n refereed to oa l.ea&oc, and GUI,fSTREMI
CAPITAL GROUP, ltiC,, a corroretlon organlz.ed ond existing undoc the
laws of the Slate of Florldo, having ita pclnclpol otflce ot 16f5
h&11 Beach l.akes Boulevard, Suite 320, In the <:lly of Weat 14Im
Beach, County of hl111 Beech, State of florida, heceln ce!cued to
aa Leasee.
Lessor leases to Leasea and Lesaee hires fro11 Lessor, toe tho
purpou of conducting there! n any lawful buolneus and for no olhec
purpose, those certain premioea wlth thoe appuctenancca, altuated In
the City of Heot PAlm Dcach, Count.y of PAlm .such, State of
floclda, and rnore particul uly de sec ibed in the schedule attached
h.ereto as t:llhlbtt A And 11111de a put hereof. As used hcrefn, the
ter111 preRlsas refaca to the real property above described and to
any theceon fcom time to during the teem
hereof.
IJ. nRH
The teem of this r.ease ahall be toe fifty (50) yeau,
on June 1, 1985 and ending on H4y 31, 2035.
IU. Brut
Subject to adju&lhlenLa as provided t-el ow, the totlll cenl por
annum shall be Ota: OUIIIIPEil NliiETY TIJOOSAIIU OOI.LARS ($190,000.),
\lhlch Lessee &boll pay to Lesooc, without deduction or offset, at
auch ploce or: placeo oa may lle dealljlnated from lime to time by
Leaaor:, ln lnotAllnento as !ollowo& quutecly in the amount of
fORTY SloVEN TIIOIISAIIO FIV& UUIIDR0 OOl,J.A.RS ($47,500) pee quarter,
pluo ulaa tox on lhe 1st day of each quarter btH.Jlnnlng June 1,
1985, ant1 on tho lot day of OctoLec, Jonuacy, A(cll, 11nd Julr
thcruftoc. The r.esGor acknowledge& receipt of the fflllt fouc (4
month' rent Jn the amount of $6l,JJ).JJ. l'he Leuor oloo
ocknowledgea receipt of the la&t quoctec' a rent ln the amount ot
$41
1
500
1
aa aecudty tor: per:tocmanca of the teems of this Lease by
Leouae.
Thlo is a net leAse.
Tho Leuce ohall p4y unto the Leuor a late p.ll'l'lenl fee foe
ony payment not .x.ccclu.d by l.easoc on oc bc{oce the c.Jate due, uld
lalo (layment lee Ghdl he TIIIR'l'lC ($)0.00) I>OI.I.ARS plua oue-
twcntJalh ot ono percent (.OH) of the 11onthly cenllll {QC
day peat tho due d11tc until the rental b11hnce lo 1>4id Jn
full. 1'hls l.oaee 10holl Le conoldeced to be in default, autJjt:ct to
Section XXI balow, AB ot tho day the rent Js due It tho: above-
stated rental payment h11u not been ucelvcd oL the r.e&&oc '&
herelnbofore-doscrlbel1 tlddraoG. Unpaid rent Jllua any occcued
panalty toe tollure to poy 11onthly rental 11hen duo shllll be
declared A volld lJen on any and 4) 1 fmprovc:ruenla thot hove 1Ju1:11
ecccted on the demised pr:emiseo l>y the Leuce ond any p-e"on11l
property ther:eon.
'J'he rent4l to be p4id ly l.ucee ah&ll tle suhject to ment
aa tollowaa On June 1, 1986
1
and on the annivecrary dille oC c:u:h
ye11c theruftcr, tire renl lo be paid toe lhe uext ycu &hilll t:..c:
oc decreased (!Jut ohal1 never 'be lees than Lhc oclglnoll
renlal Eate} by an equivalent percenlag'e 1111\ount of the Conun.ec
Pr lee Indax-Urban (Unadjusted, U, s. ty Avec age, and
published monthly in the news publications, Bureau of Labor
statistics, United States Department of Labor
1
Washington, D. C.
20213. The computation of the adjusted rental rate shall be based
upon the Consumer Price Index for the month of March immediately
preceding the particular June first increase date as compared to
the current Consumer Price Index for March of 1985. If the
oepartment of Labor shall cease publishing such index, the index
published by the u.s. Department of Commerce .!'!hall be used, with
proper adjustment. If the Department of Commerce is discontinued,
then the parties shall, in good faith, mutually agree in writing on
a suitable substitute.
The percentage increase, if any, for the succeeding year
shall be limited as follows: The Lessee shall pay any increase up
to 7.00%. The Lessee will not pay any increase greater than 7.00%
to 14.0%. The Lessee will pay, in addition to 7%, any increase in
excess of 14.00% but not more than 21.00%. The Lessee will not pay
any increase above 21.00% to 25.00%. The Lessee will pay 50.00% of
any increase above 25%.
Notwithstanding the above, the percentage increase would
be formulated by mutual agreement of the parties if the Consumer
Price Index increases by 500\ in any consecutive seven-year period.
IV. WARRANTIES OF TITLE NND QUIET PQSSESSION
Lessor covenants that Lessor is seized of the demised premises
in fee simple and has full right to make this Lease and that Lessee
shall have quiet and peaceable possession of the demised premises
during the term hereof.
v. .IlS..ES.
The premises are to be used for a 135 - 150 room hotel, a
7.,500 to 10,000 sq. ft. restaurant, and any ancillary services.
The Lessee may also use the demised premises for any lawful
purpose with the prior written approval of the Lessor; reasonable
approval shall not be withheld. The Lessee shall not make any
waste or any unlawful or offensive use of the demised premises or
any use not previously approved by the Lessor. The Lessee agrees
to keep the demised premises in good condition and repair at
Lessee's sole expense, and shall keep the demised premises free and
clear of all weeds, brush and debris of any kind so as to prevent
the same from becoming dangerous, inflammable or objectionable.
VI. AOANDQNMENT OF PREMISES
Lessee shall not vacate or abandon the premises at any time
during the term hereof; if Lessee shall abandon, vacate or
surrender the demised premises, or be dispossessed by process of
law, or otherwise, any personal proper-ty belonging to Lessee and
left on the premises shall be deemed to be abandoned, at the option
of Lessor, except such property as may be encumbered to Lessor.
VII. LESSOR'S RIGHT TO ENTRY
The Lessee shall permit the Lessor and/or its authorized
agents or representatives to enter and inspect or show the demised
premises or any part thereof at reasonable times during business
hours for inspection purposes or to show persons wishing to
purchase the demised premises, provided that such showing shall not
unreasonably interfere with the business of the Lessee then being
conducted on the demised premises.
Lessor's representative shall be provided one room night per
month, if necessary, to complete his inspection.
2
...
.....
, ..
Luaoc &hall alao bo provil1od without charge tlv room nights
uch month for t.ho t.um of thh Leue, Thh pcivUegt ahllll be
cumulative, however, accumulated roo111 night 1111y be rutr!ctad to
tht 110ntha of Hay through October, Luaoc shall give reuonAble
notice to Loaaeo foe the ueo of lAid rooms,
VII I, EH!=tlttRI!hrU:e: or LESSEE
1
6 Ll:llS EHOLP l:URSI
Loasor warrants that theco are pce&ently no liens agalnot the
real noc whall lho coal property bot encum!Jaced pc!or lo
the recording a Memorandum Gf lhla Le11oe,
Leuee and every successor and aaslgn ot I.eH&I:e lihall h11ve the
ln addition to any other right& gr11nt11d in this Leue,
without Lesoor'a prior vritten consent, to mortgage Jta !"tercel ln
t.hla Le11ee under ono or moce ruortgAges, upon tho
condition that all ric;Jhta aoqui,ad under the mortgAge
shall be &ubj act to each of the covenants, condl tiona And
reatrJctJona ut focth in th1& Leue, and to All ciglata and
1nteruts of Lessor in it. If Les11ee or Leoseea succe1111ors and
aulgna shall mortgage thla luGehold, and if the holder of the
mortgage, within thirty (30) daya of it& execution, shall acnd to
Leuoc a tcue copy of it, together vllh -wdtten notice specifying
tho name and addreu of the mortgagee and the pertinent recording
data with respect to the Lessor agrees that aa long 111
any auch leaaehold mortgage uhall ce111ain unuti&tied of record or
until wcltten notice of &llllafactlon 1& by the holder to
Luaor, the following prov.loion& shall apply
a. '111ece shall be no CAncellat1on, &ucrender or material
moditlcalion of lhh Leau by joint ecllon of I.esGoc ond Lessee
without lhe prloc consent in writing of the leuchold n.c.ctgagf:e.
Said consent shell not be unraa&onaLly withheld,
b, Lessor, upon aecvlng Lessu with any notice of dutault,
simultaneously ahdl accve a copy of the notice up<!n the holder of
the leuehold moctgogc. The leaaehold then sh11ll h11ve
the GAlliC pedod, attor service of the notice upon it, to or
causo to be remadJ td the duf aul ts cvmpl A1 ned of
1
and Lc:saot Gholl
acc11pt. the parformanco by or at tile instigation of the leasehold
mortgagee aa Jf it had been done by Lessee.
c. If thu Lesoor shall elect to termin11tu this I.euo by
reuon of any default of I.essee, tha leasehold moctgaqee not only
shall hav a the right to nulll ty any not 1 ce of tu c m Ina t1 un by cue 1 ng
the default, but also shall have the right to postpone and extend
the specified date tor tho termillallon of tldo Luau as !!xed by
Le:asoc in Jta notice of termination, foe a pectod of not mort: than
ah (6) months, provJdlld that the leasehold mortgAgee shall cure oc
ceusq to be cured 11ny then axlat:lng money defau1t11 and meanwhile
p4y the cent and comply with and pecforra All of lhe other tc:rRls,
conditione and provlsiona of tldu Luau on LtG&ee
1
a pcHt to bu
complied \lith and puformed, othc:r thAn p4st defaults,
and provided tucthor th11l the lea&thold moctgo.gea ocltowllh ahall
take wteps to acquire or soll & intt:Ciut in thlw Lea sa t;,y
!oceclo&uce of the moctcJage oc othecwiu 11nd ohall pcowecute tldu
action to comrlctlon wJth all due dlll9ence, If at the end of lhe
sh-month per od lhe leCIIiehold mortgagee slaall be Actively engAged
In &tepa to acqulco or sell intecewt in this l.ea&e, the
time foe mort9119e to comply willa the pcovJGionu of this Section
oholl be extended toe auch perJod 1111 Ghall be rutJoruaLly ncctGGuy,
but such extension shall not exceed an additional slx (61 months Lo
complete these &tcpo with dlllgance and continuity.
d, Leuor agree11 that the name of tho leAuehold 11oclgagee
rn11y be addad lo the Loua PayaLle t:nd:,rsetnent of Any lnGliCAnce
pollcJo Ce:JuJred Ly this Lt:ollo to IJe curit:d Tenant ou
condition that lhe Jnuucanca l>Cucc.od& ACe to ho tq:plitol in tloo
rnennec specified in lhi11 Lease And thal the lt:uehc.lJ Q',octgAgc oc
collateral document ahall so pcgv ide,
]
...
..
.
e. Laa&oc agreoo that ln the event ot. torroin11tlon of thia
Leoae by rea Bon ot any default by Leaaee other than for nonp11yment
of rent and other p4ymenta provided foe in th1a Leue, that Leuor
will enter into a new of lhe Demised Prcmf&es with the
leaaehold or ita nominee, for the remainder of the teem,
etfeclive ea uf the date ot the termination, at the cent and upon
the terms, provisions, coven11nta and agreements as contanied ln
this Lease and subject only to the s11me condition& of title as thia
Leese la aubject to on tha data ot ita eucutlon, and 1:!1 l:he
righta, 1t. any, of any pectles then in po1111esaion of any part of
the demised premiaaa, provided
I 1. The IIIOCttJagee or J ta nominee shall make wrilten
requeat upon J.e&soc t.oc the new leue within thi rly (JO) days lifter
the dote of tecrnlnation and the wcitt.lln requ&ut h accompanied by
payment to Leu.or of 11uma then due to Leuor under thla Lease,
2. or ita nominee shall pay to Leasor at the
time of the execution and delivery of the new leue any sums that,
at the time of ita execution and delivery, would be pursuant to
this Leoae but foe tho and in addition, any expenses,
including reasonable attorneyo' feea, to which Lessor shall have
b&en aubjectcd by reason of the default. and reuonuble e..l-'ensu
incurred relative to the new leaae1
3. Hoc tg.sgee or 1 ta nominee shall perform Gnd observe
All covenants contained !n thh Leaae on LeSIIec's p.1ct to bo
performed and ahall further remedy any other condlllona thot Lessee
under the termfnGted lease wGa obligGted to perform under lhe terms
of lhh Lease, and upon eucullon and delivery of the new lcaae,
any aubleaaea that prov!ouuly lloy liavc bean end
tcanafarred Ly Leasee to Le11aor, as secucity under th1a Leue,
thueU()On oh4ll be deemed to be held by Leliaor A& aecur ity toe the
petfourance ot all of the obligations Luusee under the new
lcaae 1
Louor aholl not .,arrent posaeulon of the derniaed
premJseo to Lease under tbe lea&el
S. The I,eGGee under the new leaoe &hllll have the liame
eight, title and interest in ond to lhe buildings and lmptovemenls
on the demised premhea ali Leasee had ur.JH the tecminaled l eose,
f. The proceed& from llny Insurance pollcJus or ocising !com
a condemnation are to be held by any leasehold moclglliJU and
d1atrit:.uted pur&uant to the provisions of thh r.u&e, but the
lta&ehold moctgogee may reserve its clghtato apply to the mortgage
debt all, or any psct, of Lessee's uhue of the proceeda purGuant
to the mortgaga.
g. Lesaor, upon ce1Uu11t, sh411 execute, acknowledge and
deliver to each leasehold rnoctgagee an agreemenl pCI:pued At the
sole coat and expenoc ot Les11ee in forll uthfactory to leasehold
mortgagee, between Lessor, Lessee and leasehold mortgagee, agreeing
to All of the provioion11 of this Stction.
IX. llUDLETTHIG .lJ:UL.b.S:iiG.lltililll'
Th Lessee moy not thla r.u&e or suiJl eesoc anr part of
the demised prandues or allo11 other11 to uee the dernlucd lJremlse&
without Lessor's prior written approv4l, Reaeonbble approval shall
not be withheld or 4rbitrarily delayed.
J.casor agrc611 that may e;ull case e portion ot the
prcndses, not to exceed one (1) acce ol the t:oten:dGera to any
nutually acceptatJl e, f ccc-Glondl ng, "di nner-styl e rauloucant 1
provided, l1owcvar
1
lhol toll dlac.:lu,uce c.t thu su!Jlt:ouc lecn.u uu
modo lo Luuuoc and, J n the event thol the oublel rent exceeds by
ten (10\) percent the rent p.1!d L>r tt,c L&uGcc lo on
'4
.
..
.-...
v
11 toot bush, then f 1fty (50\) percent of the exceaa
hall ba paid to Louor by the Leaue as spec! al rent..
Lessor conaents to the of the Lease to the
rorllllining 2.3 accea (on which tho hotel will be located) to a
limited partnership to Le formed by Leaaee.
The liability of the oriylnal and any subsequent
cease aa to any breoches of Lessee's covenC\nts tJ.eruftec occucrlng
in c11.111 such originAl oc subaequent lesat:t: Ilea aslli<Jned of record
hia lntereat in the loaaehold estate and notified the Lessor. The
a&a!gnment shall not. relieve any lessee for any breech occucrlng
dufing the period ot his tenancy.
X, NOTICES
It 1s understood and agreed between the pArties hereto th11t
written notice mdled VJ registered mllll, return receipt requested,
or hand delivered to the premhes lused heceundec, shall
constJtute sufficient notice to the J.ellllee and wdtten notice
mailed by reg! stered mall, return receipt requested, or hand
delivered to tha office hereinbefore mentioned of the Lessor
(Attention& Real Eatate D1vla1on) shall constitute su!!Jclent
notice to the Lessor to comply with the of this conlc6ct.
XI, XAXl:S AIIP
The Lessee hereby agrees to p4y to the Lessor one-fourth
(1/Hh) ot the previous yur 'a tclll est&te tax on or be! the
fir at at each and evuy quarter u add1li and rent the ter10
of thia Agreement. real eatate taxeo
therefore, the quarterly l'oymenta comnocnclng on June l, 1 are
Sl,82S.OO
1
plus ony applicable soles tax,
Quarterly tax payment a moy be adjusted f co1n ycu-. to year to
reflect the pravioua year' 11 actual tuea, t11king into uccount any
!Siscounta Available,
Tho Lessee hereby agreca; to p4y or rc:pcsy thu r.o:clioc willoln tt:n
(10) days after pcuont.ation unto Le&oea by J.usoc of bill foe
property taxes, all special aasesamcnts, any county, municipality,
special taxing district organized and oxlslJng undue the 14\IS oC
the State of P'lorida and any other uxu of whatsc.eveC" kir.d or
nature levied by the United States, and other s1m11ar charges, upon
any of the demised premiaeG herein haoed whJch are &bove and
beyond the monthly tax payments. lf Lessee does not repay
\lithin the aforesaid pecJ od, the Le11soc sh11ll l.le entf tled tu
rep:syment tro10 Lessee of any amount ao pAid Lly I.essoc, t C.<;jelher
with interest therec.n at the uta of eighteen (18\) pee cent per
annwa and the an:.ount thus due ahall canst it ut e Add! t i onlll cent
heceundec, In the event ell peylk&:hts due under thia pcov1s1on ue
not pAid in full within one hundred oighty (100) daya 11ltec
pceaentation by the Leasor, then the l.easee shall be in default and
aubject to Section XXI. All tAxes and a"c:cial ai&Ca&lhCnls, and
other aimilac chargoa, on An AllfiUal ace to Lt:
pcor!lted by the parties hereto !or the year ducing lo'lolch this leue
is mode, 110 well as the ye:ar in which the ume may l:.e tucudnated.
llothing contained in this .Section 11hall be conatrued to
requlcs Lcsuce to p4y any tax in the n&ture oC on income: Lu
imposed on the r.assor by t:\tallon of lhe receipt of thE: cent pcovidcc.l
1n lido Leaae,
It Lesoee shall in gooc.l faith desire lo conlelil the valldlq
oc 1101ount of any tax, levy, or olhec governmental
char<Jc: herein tagc ced to be pel d by r.ecsce st.all Le
permhled to do &a, 11nd to defer payn.ent of lax until
required Lo fl6Y by luw, oc .:t.targt:, lhe valldlly oc arr.ount of 11hlch
Leuee Js so contestinq, until tlr.ol of Lhe
on glvln9 to Lessor written noL1ce Lhcrc:ot prior to the COIM\eucJT.ent
5
.
...
v r"'o..,,
I
ot any such conteat, which ahall be o.t least 30 doya p1!oc lo
delinquency, and on protcctin9 Lessor on demand by a good and
autHciont surety bond egolnst any auch lox, hvy, AaeaGrrotnl,
Cllta, or 90Vornmental charge, and from Any coats, lhblllty, or
damoga ariaing out of Any such
XII. CONSTRUCtiON oe HEij
a. Plona o.nd specU1cat1ona, on' or before ,
l!)!i, Lessee ahAll, at LeG&ee's sole expense, prepare pl.:sna and
speciticotiona toe ne\1 bullding11 to be erected on the pcenllua
which shall pcovlde toe a 135- 150 room hotel. and A 7JS<Hl--10i900
f:l<lr tt. coat.auc-ont. Such plAn II and spec1 t !cations shall be
submitted to Lessor tor Lessor' a epprovol or Any rev!&lona
rcqul red by LeGGor. l.essor &hAll not unteA&onuiJly such
o.ppcoval. All)' const nu:t ion of ilnJli'O\'Uht'IIIS l.'i l I be coveNJ 1)' a full Jl"' fon;.1n.:t
bond(s) whh J.cssor 8\ on tll.hlitloMl p3)'te IU\Jn said honJ(:-).
b. AlterAtions, lmvcovomenta, ond changes permitted. Leuee
shell bave the right to make auch alterations, impcovementa, And
chongea to any building which uy fcom time to time be on the
pcerQI&es All Leasee may deem necesury, or to replace any such
bu1ldlng vith a now one of at least equd value, provided that
prior to ruking any structural Altecatl'!ns, l11prc.vements, or
changea, oc to rel'laclng any auch building, Lessee ahell obtain
Leuoc'a vcitten approvAl of plans and speclflcallons theceloc,
which approval Lossor uhall not unreasonably withhold, l'rovided
that the of the building hall not bo di1nlni6hed and u . .:
atcuctucal integrity of the buJldJng shall not be advc:cuely
affected by any such alterat.Jona, lmprovemelitu, oc oc lhAL
any propoud new bui 1 ding 1a At least equAl in value to the one
which 1t ia to replace, as the case mcty be. In the event of
diuappcoval, r.uuor shall give to I.usuee An itemized statement of
rtaaono thee ef or. If J,ctwwoc does not dl uapprove the plAno and
specJtlcutlono provided toe in thia Section within 30 dAY" Attt:c
the Dlllue have Leen auluoltltd to Lo&oor, liuch pl11ns and
apeciticaliona shall be deemed to hliVt bet:n appcovtd t.y l.euoc.
l.eaue will in no event make any llltttcutf.ons, iavtuveRienls, or
other changes of any to any buildln9 on the that
dlll:ruse the vAlue ot wuch building, or that .. will Allvecuely af!ect
the structural intogritr of the building. Pcfor to commencing Any
wock thot coat n excesw of '1\lo llundred Fifty Thouund
($250,000) Dollars, Louee &1,1111 fucuioh Lessor, on l.'ith ll
good and sufficient surety bond Jnaucing the of auch
wock and lhe payment of all billa lhecefor,
.
c. 'Any ne\l building, bulldinga, or improvement& which lil,oll
be erected I.Jy Lessee untlec lhla LeA&e &hall be the exc.:luwlve
propotty oe Lesaee until tc:cm1nAtlon of this Leue.
XI II. JU;U.IRS !liP PES'l'lW!:l:lQlL..OLilJPBOV EHEIIT.'i
a. HAintenance of Improvements. r.csueo tihall,
tho term of thla Lense, at ll& own coal, 11nd without any expenae to
Le&sor, keep and maintAin the pceml&ew, including all buildings and
Improvements ot every Jdnd which may be A tht:ltut, 1111d All
11ppuctenances lhersto, includ1nCJ sidewalks adjacent thereto, 1n
good, llllnlt11cy, end ne .. L octlec, and flrut-class condlllon 11nd
repAir, and, IUcuvt os GpuclfJcally providlld herein, ond
rehAbilitAte any lmprovemento of uny kind which may destroyed oc
dAIRA<Jt:d Lrt tice, CIIIWal ty, or ony olhtc cAuse whAtuocver. LcaGoc
aho.ll not be obligated to make any repalc11, oc
renewAlo of any kind, nature, oc dttiCclltion, wholtuocvtr lo Lhc
demiGed pcemlucu or any buildings or irnprovementu lhCICOII, Lc&ace
ahall aloo comply with ond ALide by All fcdecol, state, county,
munlclp4l, Alld other govucrunenttd stAtutes, ordinances, ]il\.'11, and
regulutlona affecting the demised the lmpcov-Lnto
thereon oc Any acllvity ot condition ou o ln p1c:ndu11.
6

llfiTIA.L

. ...
I.uaeo ogceeo to refurbish the 1ntedoc and exterior ot the
impro'/omenta on the property on a pedodic basis 11o1 nectsury
to maintain a tirat-cloaa condition.
b. Damage to and destruction oC Tile domoge,
deotructJon, or putiAl destruction of any building or other
improvement which ia 11 poet ot the premlea not cc:leuo
Loooee from any obligAtion hereunder,. except as herelno!tec
expceul{ provided, ond in case of dGinoge to or destruction of any
auch bu ld1ng or impcovcrunt, Le&IH:e shall at ita uwn expensE:
promptly rep.:lir ond rostocu the 1111111e to a condition as good or
better than that which existed prJor to such dAmAge or dcatruction.
Hillhout limiting such obli<Jations of LoG&ee, it Js agreed that the
proceed& of ony insuconcq covering such domego or aholl
be mode avolhble to Lessee foe such rep4lc or replace1Renl,
c. Damage or deotructJon occurring towocd end oC teem.
Anything to the contrary in the immediately preceding psregrapha of
thia Section in case of destruction of the
building on the promises or damo9e thereto from any cause so aa to
lUke it untenantable occurring dudng the last five (5) yeaca of
tho teem hueof, J,ossee, 11: not then fn default heteunder, 11ay
elect to tec1111nate this Leaae IJy wcitten notice served on t.euor
within thirty (30) days after the occuuence ol! liuch dai)!Af;lll or
deatcuction, In the event of auch tacnd.nc.tion, there &hell t:.e no
obligation on the pact of Le&aee to repair or restore the building
or improvements nor any eight on the p4rt of l.euee to receive any
proceedo collected under any insurance policiea covering auch
building or any part thereof, On such tuminatlon, rent, toxea,
aaaeumentsf end any other swoa payobl e by r.esaee to r.uaor
heceundoc 01all bo prorated as of lhe termination dato, end in the
uvcnt any unt, taxes, oc &hall have been paid in
advance, Leuor ahllll l'cbate thB 11ame foe the unexvlted pedod toe
which payment shall have been made.
d. 2loct1 on not to terminate. If, in the evunt of auch
dutruction or domolja due ing the Jut f.ive (5) Yt!lll a of the teem
hereof, Lessee doea not elect to terminate this the proceeds
of all insurance covering such damagE: oc .. deatructJon shall be JUdd
avo1lable to Lessee for auch cepalr oc replacement, and Le&&eo
ahall be obligated to repair oc rebuild the building aa at.:,ve
pcov 1do d.
XIV. !ITII.tl'l t:S
Leaaee shall fullY. ond promptly pc.y for all wattH, gu, heat,
light, power, telephone st=cvlce, and other public ut llltlc& of
every kind furnished t.o the premlus thcuughout thu teem hereof,
and all other costs an4 axpenaea of every kind whatsoever of oc in
connection with the use, operation, and malnlenance oC lhe
and all activities conductud thereon, and r.eaaor c;hall have no
reaponslbility of any kind tor any thereof.
XV L1...faL:I
The Lesuo shall not pernait any PleChonlc's lien, matectalll'.an'a
lien or other lien to be placed against tho denllitd pcc:mlees toe
work oc motecials furnluhed to lht l.eo&ee, In the event any lien
is placed ogain&t the property foe work oc matuhla furnished to
the Luaee, tho Leuee shall release sald llen by payrr.ent, bond oc
otherwloe pursuant to applicable law within thirty (30) day& of
receipt of notice of lien fco111 Lec;sor. Jf th1c Luccc doea nCit
satisfy aaitl llen as r:cqul red, then the Lee see 1a ''onc.oldercd 1 n
default 1111 of the thirty-tlrut (llot) day f"llo..:ing of
notice ot lien. Upon dt:fault. o( the r.ec&te in pcocudng the
diochocgc 1111 nCoresald of any GUch lien, the Lc&soc ntay, wltt.oul
further notice, prucuce the dlschacge lhtrt:of IJy bundlng or p.1yr.enl
or olhecwiae, and all tcouonallll coat a end ex('enat:6 to wld ch the
Lcuoc 111ay be put ln obtaining ouch dlad.acge shall be p4ld lJy thl:
Leuca to tha Lessor oa edllltioual rent.
7
. - .. ------
.
..
U Le116U desires to contest any auch lhn, it uhall notity
Leaaor of Jta intention to do ao within thirty (30) daya attec the
filing of such lien, In auch caae, and provided thal Le&Gee ahall
on demand protect Leuor by 11 good and auttlcJent surety bond
againt any auch lien and any coat, llallility, or d1u1111go orJ&lng
out of aucb contest, Lessee shall not be in default lteceunder until
30 days a!tec the tinal determination of the validity theuol,
wJthln which time Luuee &hall sathfy And dJachacga ouch lien to
the extent held volldl but tho aatl&!Actlon and dlachilrga of any
ouch lien shall not, Jn Any caae, be delayed untll execution 16 had
on any judgment rendered thereon, And 1uch delay &hall be a dotault
of I.esseo hereunder. In the event of ony auch cont1:11t, Leuee
shill protect and indemnify Lu&or AgAinst all loaa, expenae, And
reaulting lhecefrom.
XVI. INQEf:!l!IFICATlOII OP' f,ESSOB
Le&aor shall not be liable tor any loa&, injury, death, or
damage to persona or: pror-erty which At any time may be suffered or
sustained by La111see or by any person whosoever m11y at Any tln.e be
using or occupying or v1u1t1ng the den.ised premlsea or be in, on,
or about the same, whethllr such loss, injury, death, or damAge
shall be cauued by or in any way reaul t tro111 or ar lse out of any
act, omlsalon, or negligence of Lessee or of any occupant,
subtenAnt, villitor, or user ot any pottlon of the ptemhu, or
shall reaul t tcom oc be co.used br Any other matter: oc thing whether
ol the ume kind 1111 or of a d ffe:rent kind tho.n the matters or
things above ast tocth, And Lessee shall indemnity Lc:asor agatnot
Dll clalma, llobility, losa or damage whataoevec on account of any
such lou, -injury, duath, or do.magc. Leuee hereby wlllvu all
clal111o agalnsl Lessor for damaqeo to the building and improvements
that ate now on oc hereafter placud or built on the premiueu and to
tht property of Le&&ee Jn, on, or about the prendaea, and Cor
injuries to peraonw or pcoperty In or lhe premlaea, Crom any
CAUU aching at any t!a,e. 'rha Lwo proceeding sentc:nces .shall not
o.pply lo lou, injury, duath, or damage arising by reason of the
negligence or mioconduct ot. J.cusor, ita agentu, or empluyeu,
XVII, .A!IQJWt;6' FEES
It any action at law or in equity, including any oppod, 'hall
be bcought to cecovec any rent under thla Leo11e, oc tor or on
account of any l.lc each of, or to enforce or f r.tecpret Any ot the
covenants, terms, or conditions of this LeaGe, or fvc the ucovecy
of the po&&euion of the demised pcerr.tses, the ptevail1ng puty
shall be entitled to recover tcom the other pacly as part of the
pcevo!ling party's coats reasonable oltorneys' fee, the of
which ohall -be fhed by the court and shall be mAde a [Aift of
judgment oc duccee 1enduced.
XVIII, .REDE!.lVE{iX QF PRE.tllSt.S
Luau ahall pay the rent And all olhec uums required to be
paid by Le&lit:e hereunder Jn thu Amount&, At lhtl tlmeG, and in the
nannor herein provided, and wholl keep and pec!oran all the
and conditions hereof on ita part to be kept and pertucmed, and, at
the or Gooner termination o( this Lealie, puc:eably anJ
quietly quit and surrender to l.esaor ll.c: premiae11 in onlcc and
condition aubject to the other provh1onw ol tide Lealie, In the
event of lhe non-performance by 1.es&ce of any of th:: covenant& of
Lea&ee undectakcn herein, this J.c41iC! ma)' l.le ler1ulnaled aa herein
providod,
XIX, .Rf:ttflllES OJHJILA.TlYj:;
All remedies hc:cein!Jefore and confcttt:d on Lcac.oc
ehall ba and no one ol Lhe other, 01 of
any ollu:t leiAc:dy IJy low.
8
..
X X. .lllSll RAll C
e. General L111b1lity, The J.es&ce shell vrovid.:, prJor to
poaoesalon of the preml&ea, e certificate evJdoncing
in11urance coverAge eatiufllctory to the Lessor tor comprehenalve
general liability in the COIDblnd elngl limit !or properly domage
and personAl injury ln the omount of not leu lhon FIVE HILLIOII
(SS,OOO,OOO) DOI.L.'.ltS, showing the Lessor u addilionol naned
inaured, end providing o ten (10) day wtitten to tbe insured
prior to concellation clouuc. l.esuee sholl incceuo sold cc.verage
in a manner con&latt:nt with the odjuollnf:nt sut forth in PU&<Jraph
lii hereof on every fifth onnlver&ory dote, olherwJae
mutuolly agreed. The LeaBee shall notify the Lessor of eny pl anr.ed
demolition on, olong or odjocent to a railroad right-of-way, it
any. It auch o dttaolltJon 1a approved, Leaaee &hall provide tJ,e
railroad with a railroad protective liobility J.>Olicy acceptable to
the Leooor.
b. Property Insurance. Property insurance on exioting or
future real estate improvements ahall, ot the sole option of the
Leasor, be provided by the Lcaaoc, the ceasonoble premium cost
thereof to be paid as additionAl cent, including salea tu, and on
the &amo tecma for rent aa in Paragraph a. Lessor will provide en
utimate for the pcemitllD cOiit for Lessee s review. In the event
Leaseo deems sofd pcerr.ium to be unruaonabl e, then l.essee has tl.e
option l:o provide said proputy Jnsuconce by a bona fide vendor
pror..erly llcanued to !usue sold p1oparty insurance and 'ubject to
the review and approvol of Lessor, such approval shall not be
unceosonahly withhold.
c. Horkera' Compensation. Lessee
insurance oa required lly law,
shall be provided to the Le&oor.
shell carry
And evidence of said
Lessee's failure to effectuate any ond ell such and
renewAl policies and to deliver such certificate of ir.sucance and
renewals thereof to [,OIIBOr AI rc:qulred during the term of thi II
Lelise, shall constitutea detcault as ot the fiut dlly foe whlc:h the
lea&ed prenilacs are not covered by Jnsucuncc by the Le&oee undtr
the above described.
XXI. ItRiilHW.OU....I!m!L.ll.f:f.M!..L.I
Tho prompt payment of the rent for sold demised. premises upon
the data named, and the faithful obaervonce of the tecffis, covenonta
and ot this Leaae are conditions of thia Leese. It the
Leaaao feila to perform or comply with any of the pcovlstona
and condltiona of this Lease tJithin thirty (30) after wdtten
notice of default from Lessor, this Lease may be terminated
forthwith at the c.ption of the l.euor. It said default shall
ceuonably require longer then thirty (30) days to cuce and 1t
Le&oeo ah11ll toll to commence o cuce of said default within thtrty
(301 ders after notice thereof and prooecute tho cueing of defaull
to comp etion with due this Lease be In
the vent of auch default, the Les&eo &hall hove no
egainat the l.esuoc by reason of impruvelkf!nls n.ade upon
tho demi&ed pcend&&a, rente or any other cause: whalsoevcc, end
the title 11nd right of possession to oll p<:rsonal property aituiltf:d
on the dul!aed pccmlcu &hall autOIQollcally vcot Jn the Le11sor.
l<XJ I. !1L..f.l.11!ii .. REt'!!S!J.L TQ . flHll :;> t,f! .. l'lit:lill
In the event thAt et any time dudn9 the teem hereof, J.ucor
shall receJve from any tilled party o bona fide oCCer lo puccholiu
the pcemiac11 ol o price and on terma acccploi.Jl e lu
oholl give wcittcn uotfce of ouch pdce ond to Lecr.ee and
LcGseo uhali hove forty-live (45) days thccecaftcr in tu
execute a wclllen II'Jreement with l.esuo& {"'the puccl,iaLI! c.C u,c
premioeo at such l'lica aud on such term6. 1! Lcwc.c.c ahall r.o
notify LeGaoe end l.eosee ah11ll f11ll to execute euc.:h agrc".unt
..
9
. '
.
v
v
within ouch 45-doy period, l.euoc 11hllll thereaCtar be frt:e to sell
the property tu the third party the otfec on the aome
and conditions aet forth in auch offer ond lf the pcop-ecty h ao
110ld to auch party then All rights of Leuee under thia Secllon
aholl forthwllh terminate. It the property 1a not uold to the
moldng the offer, then Lc&&or ah.oll give Leuu the aamt:
right to pucchoue the propert{ on receiving ony aul.HH:quent ofCu
hom any thicd party that 11 acceptoble to Leuoc 1 provided,
however:, thot nothing heruln contained shall in any woy llrnit the
right of Lessor to lrunHfer or convey the premises on the
dlaaolution of Lessor or otherwiae, foe nominal oc no
conaideratlon, and Lessee aholl hove no eight to puc9hase the
pro_perty in the event of such lunafec or conveyance,
XXIII, UfECT OF EHltlEUT...m&.lU
In the event the demised pcemiea is taken by eminent
either in whole or ln p4ct, the partlu' &hall be determined
by the court of competent jurisdiction.
XXIV, D.l5E05l:rl!lli Of IHPBOV..E.tif:lli.L.!lli
On termination ot tlah Lease for any c11uue, Lessot &hall
beco111e the owner of Any building or on the demisud
pcallllaee,
XXV, :t!Wifif.t:R Or 6ECUB.l.U
If Any security 1a given by Lessee to secure tho faithful
per !OC111Ance of All or Dny of the coven11nt 11 of th 1& Lease on the
put of Luaao, LeG&or DillY tranofer or deliver the oecudty, as
auch, to tho pucclaawer of thu cever&lon, in the ev'=nt that the:
reversion be aold, and thereupon Le&Gor ahall IJe dillchacged !tc.a
Ant further lhbUity in reference thereto.
HAI!l.&B
'l'he waiver by Leasor of, or the fllllurc of Lcsuor to take
action with t4fapect to any bceoch of any teem, covenont, or
condition herein contained shall not be deemed to be e waiver of
ouch term, covenant, or condl tion, or oubsequo,.L bt each ot the
&Ame, or Any other ter111, covc:nont, or condition therein contAined,
The subsequent ACcept11nce of rent hereunder by Lessor shall not be
deemed to be A \llllVer of any pr ecedl ng breach by LeG&eo of any
terro, covenant, or condl tlun of ttd11 r.c:ue, other than the hi lure
o( Leaaee to pay the rental ao occepted, regocdl ess oC
Leaaor' knowledge of such pcecc:dlng breach ot the of
accc{llGnce ot such cent,
Any holding avec 4flu tlae expiration of the term ot thlli
Le1111e
1
1o1lth conaent of Lossor, ahcll I.Ju cunutcued tu b11 a lenuncy
trona month to 1110nth, At tho &u.e monthly cent til cs requl red to
paid by Lusee tor the peeled ilrJIIedhtely pel or to the expl rot 1Gn
of the leua hereof, end Glaall olherwllilt be on the tcr11111 and
condition hcuein &l>eclCJed, 110 tac os applicable.
XXV Ill. .U.Ii!UB .. .6..illlliD
The covenants And condlllon8 herein contained &hall, Gubject
to the provisions 48 to

tconufcc, and liublelting,
to ond bind the lleiro, uucceii&Ot8
1
executor&, cdmlnJ&tcaLcc&, end
assigns ot oll of the t.ereto, and all of the I-4ttha
shDll jointly 11nd severally liAble hereunder.
10
.
.
XXI X. u.B.:tiAL..lmt A.LlOlrl
lf any term, coven11nt
1
concHtlon or provision of this Luac:
oc the application lhereoC to any person or ciccurutllnce shall, at
any tlru or to any extant, be .lnval Jd or unanfocce&t:.l e, the
cerulnder ol! thla Le&ue or the application of auch term or
provlalon to or ct rcumstancea other than those as to which
thia Lease ia held invalid or unentocc11ble, ahall not be a!ftcted
thereby1 and each term, covcn11nt, condition and provhion of this
Leau 11hall be valid and enforced to the fullest extent p.arndtted
by lalol.
XXX. .Sl!illS
i
It !a hereby undar&l.ood and agreed that any 11Jgns, notlceo,
posters or adverlloing matter to bu uaed in or 111.Jout the deulutd
premises in connection with the dernhod prarn1ses leased hereunder
shall bo tic11t submitted to the Z.assor for appcovtal t:.c!ore
ot llllme, Lessor's al'!>Coval shall not be
withheld. All cost foe production, and
removal shall be Lessee a .cesponaiuility.
a, Aa 'l'ha Lcsoce herel.ly accepts the prendues
ln an as ia" condition and it io understood that the z.e&&or hu '""'
oblJgAtion to 11111ke Any CC:(Jaicu, rnllintemsnce or impcovc:meuto during
tho lum of this Leuo. All perGonal pco(Jecty or improve:ments
pl11cad or moved onto the dem!Hed preruiuou be 11t the uole risk
of the Leaoee and ita agento and the Lessor ahall not be l!ablo foe
any damage to sdd peraonal property or Jmpcovements, or from ony
oct o! negligence of the tenAnt, occupant or any other puruon
whomsoever. The demiaed prenriseu arc hereby leased aubjc:ct to Any
reatcict!ons, easements and of record.
b. Opecatlons. The Leuee hereby agrees to opecllte Jts
bualnesa .Jn a neat and orderly Cauh!on inside the boundaries of the
demhed prem!&es ln such a wAy thAt will not lessen the VlllUe of
the Leuor
1
a propt:cty, and the Lessac:'s faclllt!es and operation&
in accordance with otdJnencas ot any goverMentol hovlng
jurisdiction at the Lessee's sole cost.
c. Co1'11mJss1ona. The Lessee and Leasor
they shall hold uch other horml6GS t. ro111
commiaulona except as otherwise mentioned heceln
I.uu Agcoement,
hereby agree that
11ny reel e&tlltEI
to this
d. Relationship ot Putiea. llothing contained in this Leua
shall create eny relotlonship between the [.euor and Lessee other
than thot of landlord and tenant, and it ls acknowltdged And 11greed
thot Lessor doe a not in Any war for any purpose be com& a pH tner of
Le&sao in the conduct ot Lessee's business, or o joint venturec or
11 member of o joint or common entecpriue with tesste.
e. Moaning of Uorcb. Unl eu the context cle.uly Jr,.'fJ co leG 11
contruy intention, All words u&ad herein in one ge:r11111C
extend to And Include the otlor.t gender, all wordu in lhe ulngular
nunt..er Ghell extend to and lncl ude lhe pl uralt lind all u&ed
in the plural number shAll extend to and iracludo tho
t. Entice o'oCJCeem&nt, '11du Luse conLain11 the entire
agreccncnt of the p4rtlu h&r&Lo 111lh CU(>f'Cl to the leoalng of the
eullject property descclbed lrec<:ln aud, thls LeloGe J.c.t ba
Amended, modified, released or dlschargt:d, in whole or in P-'rt,
ucept by an Jn11trumcnt in writing algr.e.l by both the J>ACtic:a
hec11to
1
their ce6pectlve &ucceGcoca or aaGigns.
11
.
.
..
.
v
g. Ri9hl o.C Flt&t Rctuul (Le&aoc). Lessee intends to
conatruct tho hot;ol And resleucent of pdncipelly concrete
111aterials. Leasea, aa part ot tbc con&ld.:rAlion toe lhc uuuject
lecee, 9ranta to the Lcuor the right of first ccfuul in
the 5Ale of concret And related building llleteriala lo Lessee to be
used bl( Le5&oo in tho co nat ructJon of Leasee'a proposed hotel end
restaurant at the deml &ed pce111hes, aubj ect to I?' lee being l us
then or equal to oth u compo tit tv e !Jlda, end of equal qua lill( end
delivcrl( doHea.
h. Lessee shall deliver a check in the amount ot ON&
TEll TIIOUSAliD EIGU'.l" HUIIOHED TRIRTY THREE MID 1'11lk1"r-1'11Rt:t: ON&-
OOLLAJt6 ($110,833.33) payable to the 1'\onlgalmrg
'
1
Poyne Tcusl Account upon tho axecution of thili Lee&u. Interest
on uid $110,833.33 dopo&it 1a to ba held in an intelCGt-beaclng
account wilh interest accruing to the benefit of Leueor. If,
Leaaet deterrdnu before June 1, 1905 that it conncl obt4ln all
necouary permits, llcenues, and flnancihg and so notltlcY Le11110r
ln writtng on or before: June 1, 1!185, then all agreements bE:twun
Lessor and Lassos shall ba terminated, both Lc:Kseu and Lessor shall
be teleased of All obligations hereunder, onrl l.csaor shall pcoa.ptly
.return Le&&ee
1
s depo&ll&. However, notwithstanding the fc.11:gc.lng,
1n the event Leuae.has not liOcured $1,500,000 on or Le:!oce June 1,
1985, and faila to notify Loaaor in writing prov1dlny paoof of such
receift, Lesaor sholl be entitled to retAin $47,500 of uid
depoe t, with the balonce returned to l.eluee 1u above.
1. I.e&&or agrees to modify, odd, or delolu any cl au&es ot
this I.u&o required. by I.es&eo'u lenders that are reaGonoLle. Thh
Lease chall lerffilnate if Lessee i& unoble to obtain ffnancfng as a
ruult of Le&&oc
1
a refuul to include any auch reaGonoble
modJHcotlone, additions or deletions.

j. .rho partles shall execute a Hemorondum of I.eoGe in !ocra.
&et forth au Ellhiblt .,..1111nd shall record tho &arne in the Public
.Recordo ot County, Floridu,
IN WlTIIESS WHEREOF, the p4rtfea hereto have coused this Leose
.. to be eucutcd thia doy of k'.:bc uary, 1985.
ATTEST!
Soccetary

12
!.ESSQBa
RUUtER HATERIAr.S CORP.
GULt"STREAH CAPITAL GROUP, IIIC,

f !'resident
....... --- ----- ..... ----------
..
...
Commencing from the southcaat corner o
4l South, Rtan!Je 41 Eut, run tL 87' 59'
ot 249.38 foot, f.atd line olso bcJng so th lino ot
29, township fl,soulh, ran!Jo 4) lh ncu ru" N.02'44']6"
E. a distancepf 66 feut, too poJnt,'th tC:C: run N.B7'59'0G"
l-1. 4 diatoncojof 193.78 foot, too po'lnt thu' poinl alli'l
boing,lhe Pott of Beginning, thence cont1 uu 11. 87'59'06" w.
o distance o 216.0 feut, to opoJnt1 thence run N.02'44'H"
E. o ditaon e of 660.00 feet, too point, HsiiCt: run
S. . o distance ot 207.69 tuet, o o j.t.:.lnll tlenrc
runS. 02'q(J'H" W. o dle.tiJUCu of Bl.45 leu to the !'oint
of Ouginn'l{g,
Tho obovc/property \Jelna Jn the counly o{ Palm Doach, flc.rlda.
Tutol t.alng l.lB, mora or luu.
( Exhibit A )
.. - - ..
( S ~ H ~ ~ c h )
Nola: Hot To Seal
..
( Legal Description )
COHttHCIIIC UOH Tilt: SOUTHUU CORNER Of HCTIOH 29, TCMISIIIP 4) SOUfll, IIAIIGE
4) tAU; RUtf H.U"U'O'"II. A DISTAHCC Of HP.)I ur, lAIII LINt AI.SO lt:IHG
iOUT H 1.1 HE or 5f.CT lOll U, TOIIIISIIIP (. l SOUTH, UNC:t 4l EAST; TtcEI:C:E IIUII
11.02'44
1
311", A biSTAIICE or 66 tU:T, TO A POINT; lllt:HCE aiiii II.U'H'06''11. A
DUTAHCE OF 19).11 HT, TO A POIIITj TUUS POIIIT AI.SO I[JNC THE POIHT 01'
IECIIIHIHCj TIIEHCI: COHTIHut 11.87'59'06"11. J. DISTAHCE or 216.0 tt.tT, 10 A POIHT;
THENCE llUif 11.0244')6". A DISUiiCt: or 660.00 ft:t:T, TO A POIIiT; TIJt'llfE RIIH
5.81')9'06", A DIUAHC or 207.61 rtT, 10 A POIHT; 1tU.JICE RUH S. 01'00' )4"11,
A DI.UAHCI: Or 6)9, 9) ll.t.J TO TilL POIHI (Jf HCIIIIHIIC.
THI: UOVE PROPUTY UIHC llf Tilt COUtU'Y OF PAUl IEACII, FLORIOA, TMAL ACAtACE
Jt:IHC 3.l089, HOill OA USS,
( Exhibit A=:J
FIRST AMENr .. TO THE GROUND LEASE
THIS FIRST AMENDMENT TO THE GROUND LEASE is made this
day of M+uv , 1989 by BENENSON CAPITAL COMPANY, a New
York general partnership and ROFAR REALTY COMPANY, INC., a New
corporation (collectively "Lessor"), and PALM BEACH HOTEL
ASSOC;IATES, LTD., a Florida limited partnership ("Lessee").
WHEREAS, RINKER MATERIALS CORPORATION, as original Lessor,
and GULFSTREAM CAPITAL GROUP, INC., as original Lessee, entered
into a Ground Lease dated February 16, 1985 ("Ground Lease"); and
WHEREAS, by Assignment of Lease dated July 1, 1986, Gulfstream
capital Group, Inc. assigned its interest as Lessee in the Ground
Lease to Palm Beach Hotel Associates, Ltd.; and
WHEREAS, by Assignment of Lease dated July 24, 1989, Rinker
Materials corporation assigned its interest as Lessor in the Ground
Lease to Benenson Capital Company and Rofar Realty Company, Inc.;
and
WHEREAS, it is now the intent of Lessor and Lessee to amend
the Ground Lease by amending the real property description leased
thereunder.
\
NOW, THEREFORE, in considersation of the covenants and
agreements contained herein, Lessor and Lessee agree as follows:
1. The Ground Lease is amended by substituting for Exhibit
"A" thereto the attached Exhibit "A" hereto so that the real
property description leased under the Ground Lease shall read as
per Exhibit "A" attached hereto.
2. Except as amended above, the Ground Lease shall stand as
first written.
IN WITNESS WHEREOF the Parties hereto have hereunto set their
handsand seals the month and year aforesaid.
Signed, sealed and delivered

c 2) ,J,..,..1
7
IS,.,"-"=)
(1)

(Corporate Seal)
4ad-
(2) YrJoCrmi m.
(Corporate Seal)
,.
LESSOR:

BY:
CHARLES BENENSON, Trustee
under the Charles Benenson
Family Trust
LESSEE:
PALM BEACH HOTEL ASSOCIATES, LTD.
BY:
OF tJ.;:;vJ
COUNTY OF p..<...J '!oft-...
BEFORE ME, the undersigned authority, an officer duly
authorized to administer oaths and take acknowledgments, and duly
qualified and acting, this day personally appeared Charles
Benenson, to me known to be the Trustee under the Charles Benenson
Family Trust, and he executed the foregoing instrument and
acknowledged before me that he was duly authorized to do so.
WITNESS MY HAND AND SEAL
aforesaid on the 11 day of
STATE t:
COUNTY OF )t._.;
ss:
last
\
BEFORE ME, the undersigned authority, an officer duly
authorized to administer oaths and take acknowledgements, and duly
qualified a actin this d y personally appeared Leonard Marx,
Sr . , and , to me known to be the
President a Seer ary respectively of ROFAR REALTY COMPANY, INC.,
a New York orporation, and they executed the foregoing instrument
and acknowledged before me that they were duly authorized by that
corporation to do so.
WITNESS MY
aforesaid on the
HAND AND SEAL
3/ day of
,.
STATE OF FLORIDA )
) ss:
COUNTY OF PALM BEACH)
in the and State last
'1989.

NARY PUBLIC ,
My Commission expires:
WARD T. HENDERSON
Notary Public, Stl\ta ot New York
No. 31-4757448
Qualified In New York
Commlnton Expires Nov. 30, 19 ... '/.tJ
BEFORE ME, the undersigned authority, an officer duly
authorized to administer oaths and take acknowledgements, and duly
qualified and acting, this day personally appeared Ernest A.
Higgins and Jeffrey H. Fisher, to me known to be the President and.
Secretary respectively of BELVEDERE ASSOCIATES, INC., a Florida
corporation, and they executed the 'foregoing instrument and
acknowledged before me that they were 'duly authorized by that
corporation to do so.
WITNESS MY HAND f:ND SEAL
aforesaid on the day of
My Commission expires:
Notary Public
Stale of FIOI1da a1
Mf Commission Expires:
Deoetrtx"r n. 1992
last
.. ,rrune,nc:ing from the Southeast corner of Section 29, Township 43
Range 43 East; North 87"59'06" West a distr 'e of
9.38 feet, said line _lso being South line of Sect. 29,
nship 43 South, Range 43 East; Thence run North 02"44'36" East
distance of 66.00 feet, to a Point; Thence run North 67"59'06"
st a distance of 193.78 feet, to a Point; thus Point also being
Point of Beginning; Thence continue North 87"59 06"' West a
distance of 216.00 feet, to a Point; Thence run North 02"44'36"'
East a distance of 660.00 feet, to a Point; Thence run South
87"59'06" East a distance of 207.61 feet, to a Point; Thence run
south 02"00'54" West a Distance of 659.95 feet to the Point of
Beginning.
Less and except that portion of the above described parcel
conveyed by Quitclaim Deed for use as public right-of-way dated
July 24, 1989 and recorded July 25, 1989 in Official Records Book
6140, Page 1039, !?ublic Records of Palm Beach County, Florida to
the City of West Palm Beach for the right-of-way of Worthington
Road (renamed Belvedere Lane), more particularly described as
follows:
A parcel of land in the Southeast one-quarter of Section
29, Township 43' South, Range 43 East, Palm Beach County,
Florida, more particularly described as follows:-
Beginning at the Southeast corner of Palm Beach
International Airport Center according to the Plat thereof
as recorded in Plat Book 46, Page 25 of the Public Records
of Palm Beach County; thence N. OP05'48" East, along the
East line of said P.B.I.A.C., a distance of 293.67 feet to
the intersection with a curve; thence along the arc of a
curve to the right whose radius point bears s. 31"05 '48"'
West, having a radius of 50.00 feet, a central angle of
6ooooo, and an arc distance of 52.36 feet to a point of
tangency; thence S. 01"05' 48" West, a distance of 23 9. 93
feet to a point of curvature; thence along the arc of a
curve to the left whose radius pint bears s. 8854 '12"
East, having a radius of 10.00 feet, a central angle of
9043'27", and an distance of 15.83 feet to a point of
intersection H"ith the North line of 9P-lvecla-re Roari
Right-of-Way (PB 46, Pg. 25); thence N. 8937'39" West
along said Right-of-Way a distance of 35.13 feet io the
POINT OF BEGINNING.
(Exceptions)
1. TaY.es for the year 1989 and any taxes and assessments levied
or assessed subsequent to the effective date hereof. Said
taxes become a lien as of January 1, 1989 but are not due and
payable until November of 1989.
2. Any rights of parties in possession under unrecorded leases.
3. Any rights of parties in actual 'possession of the premises
insured hereby, other than the named 'insured.
4. Terms and conditions of that certain Lease, according to
Memorandum of Lease, as recorded in Official Records Book
4 63 9, Page 1303, and as assigned in Of fi..cia 1 Records Book
5184, Page 1328, both of the Public Records of Palm Beach
Cccr!:y, rli!.
5. Lessor's Agreement with Leasehold Mortgagee by and between
Rinker Materials Corporation, Gulfstream Capital Group, Inc.
and Ensign Bank, FSB dated August 29, 1985 and recorded in
Official Records Book 4639, Page 1306, Public Records of Palm
Beach County, Florida.
6. Special Assessment contained within Resolution, recorded in
Official Records Book 4980, Page 1473, Public Records of Palm
Beach County, Florida.
Utility Easement
A parcel of land 10 feet in width lying in Section 29, Township 43
south, Range 43 East, Palm Beach County, Florida; the centerline
being more particularly described as follows:
commence at the Southeast corner of said Section 29; thence North
5759 West along the South line of said Section 29 (the South
line of said Section 29 is assumed to bear North 8759 06" West
and all other bearings are relative thereto) a distance of 443.16
feet to a point; thence North o2oo54" East a distance of 118.31
feet to the POINT OF BEGINNING of the hereinafter described
parcel; thence North Ea.;;t a distan-::e of 213.35 fE.let to
the POINT OF TERMINUS.
said parcel being bound at the Westerly end by a line bearing
oz00'54" East and passing through the POINT OF BEGINNING.
Drainage Easement
A parcel of land in Section 29, Township 43 South, Range 43 East,
Palm Beach County, Florida, being more particularly described as
follows:
Commence at the Southeast corner of said Section 29, thence North
5759 06" West along the South line of said Section 29 (the South
line of said Section 29 is assumed to bear North B7 59 06" \lest
and all other bearings are relative thereto) a distance of 443.16
feet to a point; thence North 0200'54" East a distance of 66.00
feet to a point on the Right-of-Way line of Be1ve'dere Road
as now laid out ln use: North East distance
of 629.94 feet to the POINT OF BEGINNING of the hereinafter
described parcel; thence continue North 02"00'54" East .a' distance
of 20.00 feet to a point; thence South East a distance
of 181.42 feet to a point on the Westerly Right-of-Way line of the
L2 Canal as recorded in Road Plat Book 5, Page 84, Public Records
of Palm Beach County, Florida; thence South 2558'54" East along
said Right-of-Way line a distance of 22.65 feet to a point; thence
North 8759'06" West a distance of 192.05 feet to the POINT OF
BEGINNING.
2 -

......
l"'l
m
II)
Ill
170.10
t.=89.16.33.
A=IS.SB'
R=to.oa
PARCEL "B"
PALM BEACH INTERNATIONAL AIRPORT CENTER
( PLA.T BOOK 46, PAGE 25)
'eel of land in the Southeast of Section 29,
tp 43 South, Range 43 Beach C9unty, Florida,
artfcularily described as follows:
NING at the Southeast corner of the PALM BEACH INTERNATIONAL
according to the tP.tat thereof as recorded in Plat
Page 25 of the Publ lc 'Records of Palm Beach c;ounty;
eN. 01 OS' 48" E, along the East line of said P.B.I.A.C.,
stance of 293.67 feet to the intersection with a curve;
along the arc of a curve to the right whose radius point
S. 31 OS' 48" W, having a radius of 50.00 feet, a central
of Go 00' 00", and an arc distance of 52.36 feet to a
of tangency; thence S 0 1 0 5 ' 4 8" W, a d f s tan c e of. 2 3 9 9 3
to a point of curvature; thence along the arc of a curve to
left whose radius point bears S. sa 54' 12" E, having a
us of 10.00 feet, a central angle of go 43' 27", and an ari:
ance of 15.83 feet to a point of with the North
of BELVEDERE ROAD Right-of-Way (PB 46, Pg .. 25); thence N.
37' 39" W. along said Right-of-Way a distance .of 35:13 .feet
e POINT.OF BEGINNING.
lands situate in the City of West Palm Beach, Palm Beach
ty, Florida containing 7045.123 square ,feet, more or less .
.CAULFIELD 5 WHEELER, INC,
Lui Sll;.,..,_ COIIIII/1/IIf Cllfllllfrl. ..
teond Avenue Suite 3
, Florida 33<432 392-!991

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INNKEEPERS USA
January 27, 2010
Anand Enterprises, Inc.
D/B/A IHOP # 36-157
1503 Belvedere Road
West Palm Beach, FL 33406
RE: 2010 Rent and estimated Real Estate Tax
Dear Andy:
In accordance with Section 3.1(d) of the lease agreement dated January 20, 2000 between
Innkeepers USA Trust and Anand Enterprises, Inc. for the premises located at 1503
Belvedere Road, West Palm Beach, Florida, effective January 1, 2008 the monthly rent is
hereby adjusted as follows:
December 2008 CPI index 204.81
December 2009 CPI index
211.70
Change 6.89
Percentage change 3.36
Monthly rent effective Jan. 1, 2008 $ 5,169.25
Percentage increase 1.03364
Monthly rent effective Jan. 1, 2009 $ 5,343.14
An invoice for the January 2010 rent of$5,690.45 is enclosed, which includes sales tax.
Enclosed please fmd a copy of the 2009 real estate tax bill and a worksheet showing an
additional amount of$818.33 due to Ihop.
Based on the actual2009 real estate taxes of$28,216.39, the 2009 monthly real estate tax
deposit is $2,351.37. An invoice for the January 2010 real estate tax deposit is enclosed.
Please remit your January 2010 payment of$15, 148.29, which includes sales tax of
$347.30, one month's rent pending from 2009 for 7,924.81 and deducting 818.33 due to
Ihop.
Please let me know if you have any questions.
Sincerely,
Linda K. Price
Vice President/Controller
Innkeepers USA Trust
340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480
(';61) 835-1800 Fax (561) 835-0457
File: S:\KPAACCT\Other\ WPB RET letter 10 IO.doc
2010 2009 2008 2007
204.813 205.77 197.2 192.5
211.703 204.813 205.777 197.2
6.89 -0.957 8.577 4.7
3.36% -0.47% 4.35% 2.44%
5,169.25 5,193.40 4,976.90 4,858.36 Rent
1.03364 0.9953492 1.0435 1.0244 CPI increase
5,343.14 5,169.25 5,193.36 4,976.90 Rent
0.065 0.065 0.065 0.065 sales tax
347.3042 336.00102 337.5687 323.4988 sales tax
5,690.45 5,505.25 5,530.93 5,300.40 total rent
Vl L<1UV1 lJ(;ll<i Page 1 of2
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Change Output Options: From: 1999 To: 2009 (I:)
Dinclude graphs
More Formatting Options ....
Data extracted on: January 27, 2010 (1:58:33 PM)
Consumer Price Index- Urban Wage Earners and Clerical Workers
Series Id: CWUROOOOSAO
Not Seasonally Adjusted
Area: U.S. city average
Item: All items
Base Period: 1982-84=100
Year Jan Feb Mar Apr May lun Jul Aug Sep Oct Nov Dec Annual HALF1 HALF2 I
1999 161.0 161.1 161.4 162.7 162.8 162.8 163.3 163.8 164.7 165.0 165.1 165.1 163.2 162.0 164.51
2000 165.6 166.5 167.9 168.0 168.2 169.2 169.4 169.3 170.4 170.6 170.9 170.7 168.9 167.6 170.2 I
2001 171.7 172.4 172.6 173.5 174.4 174.6 173.8 173.8 174.8 174.0 173.7 172.9 173.5 173.2 173.8!
2002 173.2 173.7 174.7 175.8 175.8 175.9 176.1 176.6 177.0 177.3 177.4 177.0 175.9 174.9 176.91
2003 177.7 179.2 180.3 179.8 179.4 179.6 179.6 180.3 181.0 180.7 180.2 179.9 179.8 179.3 180.31
2004 180.9 181.9 182.9 183.5 184.7 185.3 184.9 185.0 185.4 186.5 186.8 186.0 184.5 183.2 185.8 i
2005 186.3 187.3 188.6 190.2 190.0 190.1 191.0 192.1 195.0 195.2 193.4 192.5 191.0 188.8 193.21
2006 194.0 194.2 195.3 197.2 198.2 198.6 199.2 199.6 198.4 197.0 196.8 197.2 197.1 196.3 198.o I
2007 197.559 198.544 200.612 202.130 203.661 203.906 203.700 203.199 203.889 204.338 205.891 205.777 202.767 201.069 204.466!
2008 206.744 207.254 209.147 210.698 212.788 215.223 216.304 215.247 214.935 212.182 207.296 204.813 211.053 210.309 211.7961
2009 205.700 206.708 207.218 207.925 208.774 210.972 210.526 211.156 211.322 211.549 212.003 211.703 209.630 207.883 211.377!
http://data.bls.gov/PDQ/servlet/SurveyOutputServlet 1127/2010
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BENENSON CAPITAL CO &
ROFAR REALTY CO INC RLTV
708 3RD AVE I 15FLR
NEW YORK NV 10017-4201
COUNtY
COUNTY ..
DEBT

PBC HEALTH DiSTRICT
ScHOOL COC/il . . '
SCHOOC.:S'tA1'E . . . ;o . ,
. SFWtfD EVERGLADES PROJECT
SO FLA WATER MANAGEMENt IIIST.
SO FLA WAtER tiGHT ..
. . TELEPHONE .
Ji61 697,27011
. S61
TOTAL NON AD VALOREM 1(;,858.28
TOTAL AD VALOREM AND NON-AD VALOREM COMBINED
AMOUNT DUE WHEN POSTMARKED BY
DEC 31 2009 JAN 31, 2010 FEB 28, 2010
I
I
o
II
0
0
0
0
0
0
0
0
0
. 20}596.16
1;030.76
38,280.69
1,818.76
3,270.54
'163.57
5,ft29.2.6
11,8,43 . 74
26,005.96
. 423.87
1,208.55
' 1,326.14
111,397.99
HAMPTON INN
PALM BEACH INTERNATIONAL AIRPORT
1505 BELVEDERE ROAD
WEST PALM BEACH, FL 33406
RE: IHOP ANAND ENTERPRISES, INC
D/B/A I HOP #36-157
1503 BELVEDERE RD
WEST PALM BEACH, FL 33406
ATTN: ANDY PATEL
1503 BELVEDERE ROAD
INVOICE# IHOP03RE
DATE: JAN 27,2010
2009 REAL ESTATE TAXES BILLING
Ad Valorem Taxes
County
County debt
CityofWPB
City of WPB debt
Childrens Services Council
F.I.N.D.
PBC Health Care District
School debt
School local
School state
SFWMD Everglades Const Project
So Florida Water Management District
So Florida Water Mgt- Okee Basin
Non ad valorem assessments
Solid Waste Authority
West Palm Beach Fire Protction
Total real estate taxes due
2009 tax deposit paid by lhop
Total
20,596.16
1,030.76
38,280.69
1,818.76
3,270.54
163.57
5,429.25
0
11,843.74
26,005.96
423.87
1,208.55
1,326.14
15,297.86
1,560.42
128,256.27
128,256.27
2,419.56 12.00
IHOP 22%
4,531.16
226.77
8,421.75
400.13
719.52
35.99
1 '194.44
0.00
2,605.62
5, 721.31
93.25
265.88
291.75
3,365.53
343.29
28,216.39
28,216.39
(29,034. 72)
Total real estate taxes due for 2009 from I HOP (818.33)
the actual due monthly (201 0) 2,351.37
Please remit payment to:
Innkeepers USA
ATTN: Linda Price
340 Royal Poinciana Way, STE 306
Palm Beach, Fl 33480
Total real estate taxes due for 2009 to I HOP
amount left over from 2009
The 2010 monthly pmt per new calculation
Due from IHOP for Jan diff
Printed on 2/4/2010 at 10:59 AM
(818.33)
7,924.81
8,041.81
15,148.29 .
file: s:\kpaap\other\IHOP RET billing
INNKEEPER USA Trust
340 Royal Poinciana way,
Suite 306
Palm Beach, Florida 33480
To:
Belvedere Road IHOP
1 505 Belvedere Road
west Palm Beach, Florida 33406
Shipped TO:
Mr. Andy Patel
Anand Enterprises Inc
1 503 Belvedere Road
West Palm Beach, Florida 33406
.99534% increase in CPI index
Sales Tax
6.5%
Real Estate Tax <Monthly>
22%
Pay This Amount
INVOICE
Invoice Number
Invoice Date
Terms
5,343.14
347.30
2,351.37
8,041.81
Questions concerning this invoice Make All Checks Payable To:
Call: Linda Price Innkeepers USA Trust
(561)655-9001 340 Royal Poinciana way,
suite 306
Palm Beach, Florida 33480
Jan 2010
1/27/2010
30 Days
2010 IHOP rent
original amount New amount
rent 5,343.14 4,900.00
sales Tax 0.065 0.065
sales Tax 347.30 318.50
Real Estate Tax -2009 2,351.37 2,351.37
total rent based on new an 8,041.82 7,569.87
Months Received should be Diff
Jan 7,924.81 7,569.87 354.94 pd exta
Feb 7,569.87 (7,569.87) didn't pay
Mar 8,041.81 7,569.87 471.94 pd exta
Apr 8,041.81 7,569.87 471.94 pd exta
May 8,041.81 7,569.87 471.94 pd exta
Total 32,050.24 37,849.35 (5,799.11) lhop owes Innkeepers
lhop owes Innkeepers 5,799.11