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HomeMy WebLinkAboutContract 50819 CITY SECRETARY 1-�,��I 2 3 4 ,� CONTRACT NO. GROUND LEASE ESTOPPEL AND AGREEMENT C%1 r FOQ H AS, The City of Fort Worth, a Texas home-rule municipal corporation o sX �f►dlord"y is the holder of the landlord's interest in that certain Lease Agreement, dated as of �8 pril 30;` 1980, as assigned pursuant to that certain Assignment of Parking Leasehold Estate, ted June 14, 1994, as further assigned pursuant to that certain Assignment and Assumption of Ground Lease, dated October 26, 2000, and as amended pursuant to that certain First Amendment to Lease Agreement (Parking Garage Lease), dated March 27, 2014 (the "First Amendment") (as heretofore or hereafter amended, modified, or assigned, collectively, the "Lease") with New Fort Tower I Hotel Limited Partnership, a Delaware limited partnership ("Borrower" or"Tenant"); WHEREAS, Borrower is desirous of obtaining a loan (the "Mortgage Loan") from (i) Morgan Stanley Bank, N.A., a national banking association ("Morgan"), (ii) Bank of America, N.A, a national banking association, as mortgage lender (`BofA"), and (iii) Barclays Bank PLC, a public company registered in England and Wales, as mortgage lender ("Barclays" and together with Morgan and BofA, and each of their respective successors and/or assigns, "Mortgage Lender"), which such Mortgage Loan shall be secured by a certain Leasehold Deed of Trust, Assignment of Leases and Rents and Security Agreement given by Borrower to Mortgage Lender (the "Security Instrument") which shall encumber Tenant's interest in the Lease which encumbers the property more particularly described on Exhibit A attached hereto (the "Property") and evidenced by, among other things, that certain Loan Agreement, by and between Borrower, certain affiliates of Borrower and Mortgage Lender (the "Loan Agreement"; the Security Instrument, the Loan Agreement, and all other documents executed and/or delivered in connection with the Mortgage Loan are referred to herein, collectively, as the "Mortgage Loan Documents"); WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Senior Mezzanine Loan Agreement (the "Senior Mezzanine Loan Agreement") between Ashford Senior C LLC, a Delaware limited liability company ("Senior Mezzanine Borrower"), and (i) Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, as senior mezzanine lender ("Morgan Senior Mezz Lender"), (ii) Bank of America, N.A, a national banking association, as senior mezzanine lender (`BofA Senior Mezz Lender"), (iii) Barclays Bank PLC, a public company registered in England and Wales, as senior mezzanine lender ("Barclays Senior Mezz Lender" and together with Morgan Senior Mezz Lender and BofA Senior Mezz Lender, and each of their respective successors and/or assigns, "Senior Mezzanine Lender"), Senior Mezzanine Lender has made a loan to Senior Mezzanine Borrower (the "Senior Mezzanine Loan"), which Senior Mezzanine Loan is secured by, among other things, a Senior Mezzanine Pledge and Security Agreement from Senior Mezzanine Borrower pursuant to which Senior Mezzanine Lender is granted a first priority security interest in -all of Senior Mezzanine Borrower's ownership interest in Borrower, Borrower's general partner and certain affiliates of Borrower (the "Senior Mezza nt"). The oor Mezzanine Loan Agreement, the Senior Mezzanine P.qd#pjL4W%MF8yJ all other rj 'L CITY SECRETARY FT.WORTH,TX documents executed and/or delivered in connection with the Senior Mezzanine Loan are referred to herein, collectively, as the "Senior Mezzanine Loan Documents"); WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Junior Mezzanine Loan Agreement (the "Junior Mezzanine Loan Agreement") between Ashford Junior C LLC, a Delaware limited liability company ("Junior Mezzanine Borrower", Senior Mezzanine Borrower and Junior Mezzanine Borrower, individually and/or collectively, as the context may require, "Mezzanine Borrower"), and (i) Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, as senior mezzanine lender ("Morgan Junior Mezz Lender"), (ii) Bank of America, N.A, a national banking association, as junior mezzanine lender (`BofA Junior Mezz Lender"), (iii) Barclays Bank PLC, a public company registered in England and Wales, as junior mezzanine lender, ("Barclays Junior Mezz Lender" and together with Morgan Junior Mezz Lender and BofA Junior Mezz Lender, and each of their respective successors and/or assigns, "Junior Mezzanine Lender"), Junior Mezzanine Lender has made a loan to Junior Mezzanine Borrower (the "Junior Mezzanine Loan"; the Senior Mezzanine Loan and the Junior Mezzanine Loan, individually and/or collectively, as the context may require, the "Mezzanine Loan"), which Junior Mezzanine Loan is secured by, among other things, a Junior Mezzanine Pledge and Security Agreement from Junior Mezzanine Borrower pursuant to which Junior Mezzanine Lender is granted a first priority security interest in all of Junior Mezzanine Borrower's ownership interests in Senior Mezzanine Borrower (the "Junior Mezzanine Pledge Agreement"; the Senior Mezzanine Pledge Agreement and the Junior Mezzanine Pledge Agreement, individually and/or collectively, as the context may require, the "Pledge Agreement"). The Junior Mezzanine Loan Agreement, the Junior Mezzanine Pledge Agreement and all other documents executed and/or delivered in connection with the Junior Mezzanine Loan are referred to herein, collectively, as the "Junior Mezzanine Loan Documents"; the Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents, individually and/or collectively, as the context may require, "Mezzanine Loan Documents"); WHEREAS, the Mortgage Loan, Senior Mezzanine Loan, and Junior Mezzanine Loan are being made to refinance certain existing indebtedness referenced in the Ground Lease Estoppel and Agreement dated as of July 25, 2014, executed by Landlord and Tenant. WHEREAS, to facilitate the aforementioned refinance, (i) Ashford Pool A Senior Mezz LLC has been replaced with Ashford Senior C LLC as the Senior Mezzanine Borrower, and (ii) Ashford Pool A Junior Mezz LLC has been replaced with Ashford Junior C LLC as the Junior Mezzanine Borrower. WHEREAS, Mortgage Lender and Mezzanine Lender are unwilling to make the Mortgage Loan and the Mezzanine Loan unless Landlord makes the representations, covenants and agreements set forth herein, NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord hereby represents, covenants and agrees this day of , 2018 as follows: I. Landlord hereby consents to the Mortgage Loan by Mortgage Lender and the Mezzanine Loan by Mezzanine Lender and confirms that Mortgage Lender and Mezzanine Lender are each a "Mortgagee" and the Security Instrument and each Pledge Agreement are each a "Mortgage", as each such term is defined in Section 6.01 of the Lease. For the avoidance of doubt, all the requirements of Article VI to be complied with by Mortgage Lender or Mezzanine Lender have been satisfied as of the date hereof. 2. Landlord hereby certifies as follows: (a) Landlord is the owner of the fee estate in the Property and is the landlord under the Lease and Tenant is the owner of the leasehold estate in the Property and is the tenant under the Lease. (b) The Lease attached hereto as Exhibit B is a true, correct and complete copy thereof. The Lease is in full force and effect in accordance with its terms and has not been further assigned, supplemented, modified or otherwise amended, orally or in writing, except as set forth in Exhibit B. (c) There has been no default under the Lease by either party, and Landlord is not aware of any event that has occurred which, with the giving of notice or expiration of time or both, would constitute an event of default. To the best of Landlord's knowledge, Tenant has no offsets, counterclaims, defenses, deductions or credits whatsoever with respect to the Lease. (d) Tenant does not have any rights of first refusal or options to purchase the Property. Tenant's exercise of any options to renew, extend or terminate the Lease shall not be effective unless consented to in writing by Mortgage Lender and Mezzanine Lender. (e) Other than the Lease, there do not exist any agreements (including, without limitation, subordination, non-disturbance and attornment agreements) concerning the Property, whether oral or written between Landlord and Tenant (or their respective predecessors or successors). (f) As of the date hereof, no basic rent or additional rent is due from Tenant under the Lease. The fixed rent payable under the Lease is currently $95,670.00 annually, plus a percentage rental equal to thirty percent (30%) of the annual net profits arising from Lessee's operation of the Premises (defined herein), if such percentage rental is greater than the fixed rent payable under the Lease, and any amount payable as additional rent (such sums, collectively, the "Rent"). Tenant's obligation to pay the percentage rental described above commenced on January 1, 2014 and will remain in effect until the Expiration Date (defined herein). There are no other rents, additional rents or other charges due and payable under the Lease other than the Rent. (g) Tenant does not make any type of escrow deposits with Landlord, and Landlord does not hold any type of deposit from Tenant (for security or otherwise). (h) The initial term of the Lease shall expire on April 30, 2070 (the "Expiration Date"). Tenant does not have any rights to renew, extend or terminate the Lease, except for Tenant's right to terminate the Lease as of April 30, 2030, as set forth in Section 2 of the First Amendment to Lease Agreement (Parking Garage Lease) between Landlord and Tenant, dated March 27, 2014. (i) To Landlord's knowledge, Tenant has not assigned its interest in the Lease or the Property. No portion of the Property has been sublet except pursuant to the Operating Lease (as defined in Section 16 herein). 0) Landlord has not assigned, conveyed, transferred, sold, encumbered or mortgaged its interest in the Lease or the Property and there are currently no mortgages, deeds of trust or other security interests encumbering Landlord's fee interest in the Property and no third party has an option or preferential right to purchase all or any part of the fee interest in the Property. Landlord agrees that if it elects to encumber the fee interest in the Property, such encumbrance shall be subordinate to the Mortgage Loan and the Mortgage Loan Documents, and Landlord will cause any such lender to enter into an agreement with Mortgage Lender that is reasonably satisfactory to Mortgage Lender to evidence the subordination of any lien relating thereto to the lien created by the Security Instrument and to Tenant's interest in the Lease. (k) Landlord has not received written notice of any pending eminent domain proceedings and Landlord has not received any notice that it is in violation of any governmental law or regulation applicable to its fee interest in the Property and its operation thereon, including, without limitation, any environmental laws or the Americans with Disabilities Act, and has no reason to believe that there are grounds for any claim or such violation. (1) No bankruptcy proceedings, whether voluntary or otherwise, are pending, or to Landlord's knowledge, threatened, against Landlord. 3. The parties hereto acknowledge that the current use of the Property is permitted under the terms of the Lease. 4. Landlord hereby covenants and agrees that Landlord shall deliver to Mortgage Lender and Mezzanine Lender at the addresses set forth below (or such other address as may be designated by Mortgage Lender and Mezzanine Lender) written notice of any default by Tenant under the Lease simultaneously with sending such notice to Tenant. Landlord hereby covenants and agrees that Mortgage Lender and Mezzanine Lender, shall have the right, but not the obligation, to cure any default by Tenant under the Lease and Mortgage Lender and Mezzanine Lender shall be afforded (a) thirty (30) days to cure any such default, (b) in the event that any such default cannot, with reasonable diligence, be cured within such thirty (30) day period, such longer time as may be required to complete such cure, provided Mortgage Lender and/or Mezzanine Lender, as applicable, notify Landlord of their intention to cure such default and Mortgage Lender and/or Mezzanine Lender, as applicable, promptly commence and diligently pursue such cure to completion, (c) in the event that such default is incapable of cure by Mortgage Lender, such time as may be required for Mortgage Lender to gain possession of Tenant's interest under the Lease pursuant to the terms of the Security Instrument and the other Mortgage Loan Documents, provided Mortgage Lender notifies Landlord of its intention to cure such default and Mortgage Lender promptly commences and diligently pursues such cure to completion, and (d) in the event that such default is incapable of cure by any Mezzanine Lender, such time as may be required for such Mezzanine Lender to acquire its interest in Tenant pursuant to the terms of the applicable Pledge Agreement and the other applicable Mezzanine Loan Documents, provided the applicable Mezzanine Lender notifies Landlord of its intention to cure such default and such Mezzanine Lender promptly commences and diligently pursues such cure to completion. Any default that is incapable of cure by Mortgage Lender and/or Mezzanine Lender, as applicable, shall be deemed waived upon (i) Mortgage Lender acquiring Lessee's interest under the Lease pursuant to the terms of the Security Instrument and the other Mortgage Loan Documents or obtaining such new lease pursuant to Section 7 hereof, and (ii) Mezzanine Lender's acquiring Lessee's interest under the Lease pursuant to the terms of the applicable Pledge Agreement and the other applicable Mezzanine Loan Documents or obtaining such new lease pursuant to Section 7 hereof. When sending notice to Mortgage Lender send to: Morgan Stanley Bank,N.A. 1585 Broadway,New York,NY 10036 Attn: George Kok Facsimile No. 212.507.4859 Bank of America,N.A. c/o Capital Markets Servicing Group 900 West Trade Street, Suite 650 Mail Code: NC 1-026-06-01 Charlotte,North Carolina 28255 Attn: Servicing Manager Facsimile No. 704.317.4501 Barclays Bank PLC 745 Seventh Avenue New York,New York 10019 Attn: Sabrina Khabie,Esq. with a copy to: Alston& Bird LLP 90 Park Avenue New York,NY 10016 Attn: Ellen M. Goodwin Facsimile No. 212.922.3947 When sending notice to any Mezzanine Lender send to: Morgan Stanley Mortgage Capital Holdings LLC Broadway,New York,NY 10036 Attention: George Kok Facsimile No. 212.507.485 Bank of America, N.A. c/o Capital Markets Servicing Group 900 West Trade Street, Suite 650 Mail Code: NC 1-026-06-01 Charlotte,North Carolina 28255 Attn: Servicing Manager Facsimile No. 704.317.4501 Barclays Bank PLC 745 Seventh Avenue New York, New York 10019 Attn: Sabrina Khabie, Esq. with a copy to: Alston& Bird LLP 90 Park Avenue New York, NY 10016 Attn: Ellen M. Goodwin Facsimile No. 212.922.3947 5. Landlord hereby agrees that Tenant shall have the right to assign or sublet Tenant's interest under the Lease to Mortgage Lender or Mezzanine Lender and the respective successors or assigns of the Mortgage Loan, Mezzanine Loan, Mortgage Loan Documents and Mezzanine Loan Documents, without the consent of Landlord. Landlord further agrees that any of Mortgage Lender, Mezzanine Lender or the respective successors and assigns of the Mortgage Loan, Mezzanine Loan, Mezzanine Loan Documents and Mortgage Loan Documents (including any subsidiary or affiliate thereof) shall, without Landlord's prior consent, have the right to succeed to the interest of Tenant under the Lease or to become the owner of Tenant (whether by foreclosure, deed in lieu of foreclosure, assignment in lieu of foreclosure or otherwise, as applicable) and Landlord's consent shall not be required in connection with the acquisition of Tenant's interest in the Lease (or the direct or indirect ownership interests in Tenant) by a third- party purchaser in a foreclosure sale (any of such assignments, sublettings or other transfers, collectively, the "Permitted Assignments"). Thereafter, any assignment, subletting or other transfer of said interest subsequent to the Permitted Assignments shall be subject to the restrictions contained in the Lease, which require Landlord consent except as otherwise expressly set forth in the Lease. Provided that there are no continuing, ongoing defaults under the Lease that are susceptible of cure by any person that is the beneficiary of a Permitted Assignment, such person shall not be liable for any act, omission and/or breach of the Lease by any prior tenant, and such person shall only be liable for obligations under the Lease first arising from and after the date such person acquires the leasehold estate. Upon any transfer or assignment of the Lease by such person, such person shall be automatically released and discharged from all liability thereafter accruing under the Lease. 6. There shall be no merger of the Lease or any interest in the Lease or of the leasehold estate created thereby with the fee estate in the Property, by reason of the fact that the Lease or such interest therein, or such leasehold estate may be directly or indirectly held by or for the account of any person who shall hold the fee estate in the Property, or any interest in such fee estate, nor shall there be such a merger by reason of the fact that all or any part of the leasehold estate created by the Lease may be conveyed or mortgaged in a leasehold mortgage or deed of trust to a mortgagee or beneficiary who shall hold the fee estate in the Property or any interest of Landlord under the Lease. 7. Landlord hereby covenants and agrees that in the event that(i)the Lease is terminated for any reason including, without limitation, as a result of a rejection of the Lease in a bankruptcy proceeding, (ii) a foreclosure of Tenant's interest in the Lease, or the acceptance by Mortgage Lender of a deed in lieu of such foreclosure, or (iii) a foreclosure of any Mezzanine Borrower's direct or indirect interest in Tenant, or the acceptance by any Mezzanine Lender of an assignment in lieu of such foreclosure, upon any Mezzanine Lender's or Mortgage Lender's request, but subject to approval of Landlord's city council (except in connection with a new lease expressly provided for pursuant to Section 6.03 of the Lease), Landlord shall enter into a new ground lease with Mortgage Lender or such Mezzanine Lender and such new ground lease shall be upon the same terms and conditions of the unexpired term of the Lease immediately prior to such termination. Furthermore, Mortgage Lender, Mezzanine Lender, and each of their successors and/or assigns (including, without limitation, any REMIC Trust in a securitization), shall be deemed "an acceptable institutional lender engaged in the business of making mortgage or other loans" for purposes of Section 6.02 of the Lease. 8. In the event of a casualty or condemnation to the Property, the terms and conditions of the Mortgage Loan Documents and/or the Mezzanine Loan Documents, as applicable, shall prevail. 9. All of the leasehold mortgagee protection provisions contained in the Lease that inure to the benefit of leasehold mortgagees or their successors and assigns, including, without limitation, Article VI of the Lease, are hereby incorporated into this Ground Lease Estoppel and Agreement (this "Agreement") by reference and restated and confirmed by Landlord for the benefit of Mortgage Lender and each Mezzanine Lender and their successors and assigns. Landlord hereby agrees that any notices required to be provided by Mortgage Lender or Mezzanine Lender to Landlord pursuant to Article VI of the Lease are hereby deemed given. 10. Landlord's interest, if any, in and to any personal property owned by Tenant and located at the Property and any subleases entered into by Tenant for all or any portion of the Property and the rents, issues and profits therefrom are and shall remain subordinate to the lien of the Security Instrument. 11. Landlord agrees not to disturb the possession of any subtenants under subleases so long as such subtenants do not violate any terms of the Lease. Landlord hereby consents to any and all existing subleases and sub-subleases of the Premises, including, but not limited to, that certain Lease Agreement dated as of March 16, 2005, by and between New Fort Tower I Hotel Limited Partnership and New Fort Tower II Hotel Limited Partnership, each a Delaware limited partnership, collectively, as lessor, and Ashford TRS IV LLC, a Delaware limited liability company, as lessee, as assigned by Ashford TRS IV LLC, as assignor, to Ashford TRS Lessee III LLC, a Delaware limited liability company, as assignee, pursuant to that certain Bill of Sale, Assignment, Assumption and Amendment Agreement dated as of October 2005, as amended by that certain Second [sic.] Amendment to Lease Agreement, dated as of April 1, 2006, as further amended by that certain First Amendment to Lease Agreement, dated as of January 1, 2008, as further amended by that certain Second Amendment to Lease Agreement, dated as of April 1, 2009, as further amended by that certain Third Amendment to Lease Agreement, dated as of January 1, 2013, as further amended by that certain Fourth Amendment to Lease Agreement, dated as of January 1, 2013, as further assigned by Ashford TRS Lessee III LLC, as assignor, to Ashford TRS Pool A LLC, a Delaware limited liability company, as assignee, and as further assigned by Ashford TRS Pool A LLC, as assignor, to Ashford TRS Fort Tower I LLC, a Delaware limited liability company, of even date herewith (collectively, the "Operating Lease"). 12. Landlord hereby acknowledges that (i) the Lessee Investment (as defined in the Lease) has been completed by Tenant by the Investment Deadline (as defined in the Lease) pursuant to the terms of the Lease, and (ii) all Tenant obligations under Section 8 of the First Amendment have been satisfied in full. 13. Landlord hereby agrees that Mortgage Lender and/or Mezzanine Lender, as applicable, may exercise all rights of Tenant under the Lease (including, but not limited to, the right, pursuant to the terms of the Lease, to exercise any option to renew the term of the Lease). 14. This Agreement shall be deemed to be an amendment to the Lease for all purposes including, but not limited to, under the Bankruptcy Code (as defined herein). To the extent that there are any conflicts between the terms of this Agreement and the Lease, the terms of this Agreement shall control, and the Lease shall be deemed amended hereby. "Bankruptcy Code" shall mean Title 11 of the United States Code entitled `Bankruptcy", as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors' rights. 15. This Agreement and the representations, warranties and covenants contained herein are given with the understanding that this Agreement constitutes a material inducement for (i) Mortgage Lender in making the Mortgage Loan to Borrower and that Mortgage Lender shall rely hereon in making the Mortgage Loan to Borrower and (ii) each Mezzanine Lender making each Mezzanine Loan to the respective Mezzanine Borrower and that each Mezzanine Lender shall rely hereon in making each Mezzanine Loan to each respective Mezzanine Borrower. Mortgage Lender and each Mezzanine Lender may at any time, without Landlord's consent, sell, assign, participate or securitize all or any portion of Mortgage Lender's or Mezzanine Lender's rights and obligations under the Mortgage Loan Documents or Mezzanine Loan Documents, as applicable, and any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, and/or into the public securities market, in Mortgage Lender's and Mezzanine Lender's sole discretion. This Agreement and the representations, warranties and covenants contained herein shall inure to the benefit of Mortgage Lender, Mezzanine Lender, their successors and assigns (including, without limitation, each and every owner and holder of the Mortgage Loan, each Mezzanine Loan, each person who, pursuant to proceedings to enforce the Security Instrument or conveyance in lieu of such proceedings, may succeed to Tenant's interest under the Lease and each person who may thereafter acquire Tenant's interest under the Lease by purchase or otherwise and each person who, pursuant to proceedings to enforce the Pledge Agreement or assignment in lieu of such proceedings, may succeed to the indirect ownership of Tenant and its interest under the Lease by purchase or otherwise) and shall be binding on Landlord, its heirs, legal representatives, successors and assigns and Landlord further agrees that this Agreement may be relied upon by Mortgage Lender, each Mezzanine Lender, their successors and assigns and any nationally recognized statistical rating agency rating any securities issued in connection with the Mortgage Loan, any Mezzanine Loan or any portion thereof. 16. This instrument or a memorandum hereof may be recorded in the applicable recording office in the County and State in which the Property is located. [NO FURTHER TEXT ON THIS PAGE] IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year first written above. LANDLORD: • THE CITY OF FORT WORTH, a Texas home- rule municipal corporation ark J. Kayser,City By: _ Name: Jesus J. Chapa Title: Assistant City Manager [SIGNATURES CONTINUE ON FOLLOWING PAGE] wc: 1295: OFFICIAL RECORD CITY BBCRETARY FT.wofcrH,TX ACCEPTED AND AGREED TO: TENANT: NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP, a Delaware limited partnership By: Ashford Fort Tower I GP LLC, a Delaware limited liabi ' y company, its general partner By: Name: Christopher A. Peckham Title: Vice President THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned, a Notary Public, on this day personally appeared Jesus J. Chapa, Assistant City Manager of the City of Fort Worth, a home-rule municipal corporation of the State of Texas, known to me to be the person whose name is subscribed to the foregoing instrument and,that(s)he has executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of MA,01 2018. yp yNol+� Not Public in and for the -- State of Texas My Commission Expires: ;��Pr ride• ;�o.• <�.: MARIA S.SANCHEZ My Notary ID#2256490 j ?}F of��+'•' Expires December 19,2021 THE STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned, a Notary Public, on this day personally appeared Christopher A. Peckham, Vice President of Ashford Fort Tower I GP LLC, a Delaware limited liability company, the general partner of New Fort Tower I Hotel Limited Partnership,a Delaware limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument and, that he has executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 7 day of_ 2018. KATHY SLEDGE My Notary ID#10730435 TF•" Et` Expires December 27,2021 Notary Public in and for the • OF Z State of Texas My Commission Expires: Print Name of Notary Public Here /A7 sr�� EXHIBIT A LEGAL DESCRIPTION Leasehold Estate as created in Lease Agreement executed by and between The City of Fort Worth and Hunt Hotel/Fort Worth,Ltd.,dated April 30, 1980, filed March 25, 1981,and recorded in Volume 7093, Page 1644 and as affected by instrument recorded in Volume 11619,Page 2097 and Volume 14606, Page 517,Real Property Records, Tarrant County,Texas. Said property being described as follows: (1)THE SUBSURFACE PARKING GARAGE LOCATED BELOW THE FOLLOWING DESCRIBED PROPERTY: The Easterly 1/2 of Block 114 of Original Town of Fort Worth in Tarrant County,Texas; and embracing Lots 9 through 16 in said Block and the Easterly 1/2 of the alley adjoining said lots on the West and being the three tracts described in the deeds to the City of Fort Worth recorded in Volume 6892,Page 1350, Volume 6868,Page 1718 and Volume 6834,Page 2190, of the Tarrant County Deed Records, described by metes and bounds as follows: Beginning at the Southeasterly corner of said Block 114 at the intersection of the Westerly line of Main Street and the Northerly line of Ninth Street; Thence South 60 degrees West, along the Southerly line of said Block 114 and the said Northerly line of Ninth Street, 100 feet to a point for corner in the middle of an alley; Thence North 30 degrees West,along the middle of said alley,adjoining Lots 9 through 16 on the West, 200 feet to the Northerly line of said Block 114 and the Southerly line of Eighth Street; Thence North 60 degrees East along the said Northerly line of Block 114 and the said Southerly line of Eighth Street, 100 feet to the Northeasterly corner of said Block 114 and the said Westerly line of Main Street; Thence South 30 degrees East,along the Easterly line of said Block 114 and the said Westerly line of Main Street, 200 feet to the Place of Beginning and Containing 20,000 square feet,more or less. (2)A part of Block 115 of Original Town of Fort Worth in Tarrant County, Texas; and embracing all of Lots 5, 6, 7, 8, 13, 14, 15 and 16 and a portion of Lots 1, 2,3 and 4 in said Block,described by metes and bounds as follows: Beginning at the Northeasterly corner of said Block 115 for the intersection of the Southerly line of Eighth Street and the Westerly line of Commerce Street and from which a tack set in a lead plug bears North 30 degrees West 5 feet and North 60 degrees East 5-4/10 feet; Thence South 30 degrees East,along the Easterly line of said Block 115,along the Easterly line of Lots 16, 15, 14 and 13 for the said Westerly line of Commerce Street, 100 feet to the common East corner of Lots 13 and 12 from which a tack set in lead plug bears North 60 degrees East 5-4/10 feet; LEGAL02/37962495v3 Thence South 60 degrees West, along the common line of said Lots 13 and 12, a distance of 100 feet to the common corner of Lots 4, 5, 12 and 13; Thence South 30 degrees East, along the common line of said Lots 12 and 4, a distance of 9-33/100 feet; Thence South 60 degrees West 4-50/100 feet; Thence South 30 degrees 01 minutes 44 seconds East,through Lots 4, 3, 2 and 1,a distance of 90-67/100 feet to the Southerly line of Lot 1 and said Block 115 in a Northerly line of Ninth Street from which a tack set in lead plug bears South 30 degrees 01 minute 44 seconds East 3 feet; Thence South 60 degrees West, along the said Southerly line of Lot 1 and Block 115 and the said Northerly line of Ninth Street, 95-55/100 feet to the Southwesterly corner of said Block 115 for the intersection of said Northerly line of Ninth Street and the Easterly line of Main Street from which a tack set in a lead plug bears South 30 degrees East 3 feet and South 60 degrees West 5 feet; Thence North 30 degrees West, along the Westerly line of Lots 1 through 8 and the Westerly line of said Block 115 for the said Easterly line of Main Street, 200 feet to the Northwesterly corner of said Block 115 for the intersection of the said Easterly line of Main Street and the said Southerly line of Eighth Street from which a tack set in a lead plug bears South 60 degrees West 5 feet and North 30 degrees West 5 feet; Thence North 60 degrees East,along the Northerly line of Lots 8 and 16 and the Northerly line of said Block 115 for the said Southerly line of Eighth Street,200 feet to the Place of Beginning and Containing 29,594 square feet,more or less. (3)The subsurface portion of Main Street between Block 114 and Block 115 of the Original Town of Fort Worth in Tarrant County, Texas being South of the South right of way line of Eighth Street and North of the North right of way line of Ninth Street. LEGAL02/37962495v3 EXHIBIT B LEASE (attached hereto) LEGAL02/37962495v3 JAR•25.01 .z 1-' :;5 LS — 0 59.rr CITY SECRETARY CONTRACT No..1�� LEASE AGREEMENT (PARKING GARAGE LEASE) BETWEEN ' THE CITY OF FORT WORTH ("LESSOR") AND HUNT HOTEL/FORT WORTH, LTD. ("LESSEE") Jug 7693PAcE 1644 1 •ACS/TBC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 1 Of 30 LEGAL02/37962495v3 PARKING GARAGE LEASE TABLE OF CONTENTS ARTICLE I------LEASE TERM 1.01 Granting Clause 3 1.02 Habendum Clause 3 1.03 Commencement Dates and Lessee's Acceptance of the Leased Property 3 ARTICLE 2.01 Fixed Minimum Rent 4 2.02 Percentage Rent 5 2.03 Manner of Payment and Prorations of Rent 5 2.04 Annual Statements and Books and Records 6 ARTICLE III----UTILITIES AND TAXES 3.01 Utility Expense 7 3.02 Taxes 7 ARTICLE IV-----EMINENT DOMAIN 4.01 Total Condemnation 7 4.02 Partial Condemnation 8 ARTICLE V------LESSEE'S RIGHT TO SUBLET OR ASSIGN 5.01 Lessee's Right to Assign 9 ARTICLE VY-----RIGHT TO MORTGAGE 6.01 Leasehold Mortgage 10 6.02 Notice to Mortgage 10 6.03 Rights of Mortgagee 10 6.04 No Assumption by Mortgagee 11 ARTICLE VII----PERSONAL INJURY AND LIABILITY INSURANCE 7.01 Indemnity 12 7.02 Liability Insurance 12 ARTICLE VIII---CASUALTY DAMAGE - 8.01 Casualty Insurance 13 8.02 Post-Casualty Repair 13 ARTICLE IX-----MAINTENANCE REPLACEMENTS ALTERATIONS AND ADDITIONS 9.01 Maintenance and Replacements 14 9.02 Alterations 15 9.03 Additions 15 ARTICLE X------DEFAULT AND REMEDIES 10.01 Default 17 10.02 Remedies After Default 17 ARTICLE XT-----NOTICES 11.01 Method of Giving Notice is i v0L 7093 PACE 1645 +ACS/TAC+ TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 2 Of 30 LEGAL02/37962495v3 ARTICLE XII----MISCELLANEOUS 12.01 Compliance With Laws is 12.02 Inspections by Lessor 18 12.03 Relationship Between Lessor and Lessee 19 12.04 Number and Gender of Words 19 12.05 Captions 19 12.06 waivers and Consents 19 12.07 Force Majeure 20 12.08 Peaceable Possession 20 12.09 Lessor's Warranties of Title and Authority 20 12.10 certificate of Lease Status 20 12.11 Lessee's Right to Use Public Facilities 21 12.12 Binding Effect 21 12.13 Short Form Lease 21 12.16 UDAG Grant Agreement 21 12.15 Non-Discrimination 22 ' EXHIBITS Exhibit A - Legal Description of the Property Exhibit 3 - Schedule of Payments r/04 7093PAGE N46 +ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 3 Of 30 LEGAL02/37962495v3 LEASE AGREEMENT (PARKING GARAGE LEASE) THE STATE OF TEXAS J COUNTY OF TARRANT 4 THIS LEASE AGREEMENT ("Lease") is entered into as of the 30fk day of *d , 1980, by and between THE CITY OF FORT WOnTH, a Texas home-rule municipal corporation ("Lessor"). acting herein by and through its duly authorized City Manager, and HUNT HOTEL/FORT WORTH, LTD., a Texas limited partnership ("Lessee"). W I T N E S S E T H: A. Pursuant to the requirements of that certain UDAG Grant Agreement (herein so called) dated as of September 7, 1479 (City Secretary Contract No. 10610), by and between Lessor and United States Department of Housing and Urban Development ("HUD"), Lessor and Lessee entered into a certain agreement (the "Agreement to Lease") dated as of September 7, 1979 (City Secretary Contract No. 10612), concerning the construction and operation of a subsurface public parking facility to be located on and under the real property situated in the City of Fort Worth, County of Tarrant, State of Texas, more particularly described in Exhibit A attached hereto and made a part hereof for all purposes (the "Property"). R. Lessor holds title to the Property and all structures, improvements, fixtures, and appurtenances located or to be located upon the Property. Lessor will construct and build a subsurface public parking garage facility, including means of vertical and horizontal access and means of ingress and egress by stairways, ramps, and elevator, in, to, and from such garage (such garage and means of access and ingress and egress are herein collectively called the "Facility"). The Facility is to be built substantially in accordance with those certain plans and specifications prepared by Jarvis Putty Jarvis, Inc., Architects for UDAG Parking/Plaza, City of Fort Worth, Texas, Project Number 8-00-AA-48-0013 issued February 4, 1980, together with Addendum No. 1 dated February 14, 1980, Addendum No. 2 dated February 21, 1980, Addendum No. 3 dated VOL 7093P4ce 1647 •ACS/TRC+ TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 4 Of 30 LEGAL02/379624950 February 25, 1980, Addendum No. 4 dated February 27, 1980, and Addendum No. 5 dated February 29, 1980 (such plans, specifications, and addenda herein collectively referred to as the "Plans"), pursuant to the construction contract awarded to Henry C. Beck Company by the Fort Worth City Council on March 13, 1980, in action on MGC C-5014. The Plans are hereby approved by Lessor and Lessee. In 'order to pay for the construction of the Property, Lessor shall utilize, in part, funds to be provided to Lessor pursuant to the UDAG Grant Agreement, C. Lessee is a "Participating Party" as that term is defined in the UDAG Grant Agreement and has taken assignment from Hunt Investment Corporation ("HIC"), a Delaware corporation and the sole general partner of Lessee, of all of HIC's rights and interests in, and has assumed all of HIC's obligations and duties under, that certain Developer's Contract and Agreement dated as of September 7, 1979 (City Secretary Contract No. 10609), by and between HIC and Lessor, as amended (such agreement as so amended is herein called the "Developer's Contract"). D. To satisfy the conditions of the UDAG Grant Agreement and of the Developer's Contract and the additional requirements imposed by the United States Department of Housing and Urban Development, Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor, the Facility and all appurtenances necessary or useful for the complete and comfortable enjoyment, use, and operation of the Facility (the Facility and such appurtenances being collectively herein called the "Leased Property"). This Lease is executed and delivered in replacement of and supersedes the provisions of the Agreement to Lease. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and Lessee covenant and agree as follows: 2 vo(7093PAot 1648 •ACS/TRC• TARRANf Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 5 Of 30 LEGAL02/37962495v3 ARTICLE I Lease Term 1.01 Granting Clause. Lessor hereby demises and leases unto Lessee, and Lessee hereby leases from Lessor, upon the terms and conditions herein set forth, the Leased Property. 1.02 Habendum Clause. TO HAVE AND TO HOLD the Leased Property unto Lessee for a term commencing upon the Initial Commencement Date (hereinafter defined) and expiring fifty (50) years after the Final Commencement Date (hereinafter defined). 1.03 Commencement Dates and Lessee's Acceptance of the Leased Property. Lessor covenants to complete the construction and develop- ment of the Property substantially in accordance with the terms and provisions of the Developer's Contract and to tender the Leased Property to Lessee upon such completion. It is currently contemplated that certain portions of the Leased Property will be completed and ready for occupancy before other portions of the Leased Property. Upon such completion and tender, Lessee agrees to take possession of the completed portion of the Leased Property and to execute and deliver an acknowledgment that such portion of the Leased Property has been completed substantially in accordance with the Plans and that the term hereof has commenced as of the date of such possession. The date of Lessee's acceptance of possession of the first completed portion of the Leased Property is sometimes herein called the "Initial Commencement Date". As the remaining portions of the Leased Property are completed and tendered, Lessee agrees to take possession thereof and to execute and deliver an acknowledgment that such other portions of the Leased Property have been completed substantially in accordance with the Plans. The date of Lessee's acceptance of possession of the last completed portion of the Leased Property is sometimes herein called the "Final Commencement Date." 3 IL VOL 7093Pice1649 -ACS/TRC- TARRANT Doc: 000021555 Date: 03/25/1991 Vol: 0007093 Page: 01699 Page: 6 Of 30 LEGAL02/37962495v3 ARTICLE II Rent 2.01 Fixed Minimum Rent. Lessee shall pay to Lessor an annual minimum rental (the "Fixed Minimum Rent") equal to the greater of (1) $60,000 plus an increase of $5,000 on January 1, 1986, and on every fifth anniversary thereafter, as shown in the schedule of payments attached hereto and incorporated herein as Exhibit B, or (11) 360,000 plus one-half (1/2) of the CPI Increase (hereinafter defined). The term "CPI Increase" means $60,000 multiplied by a fraction, the numerator of which is the latest available CPI prior to January 1, 1986, or prior to every fifth anniversary of such date thereafter and the denominator of which is the latest available CPI prior to the Final Commencement Date, minus 560,000. If on January 1. 1986, or on every fifth anniversary of such date the rental amount determined under clause (ii) above is greater than the applicable amount shown on Exhibit B, then the Fixed Minimum Rent for the next five years shall be the amount determined under clause (ii) above; otherwise the Fixed Minimum Rent for such period shall be the applicable amount shown on Exhibit B. The term "CPI" means the Consumer Price Index for all Urban Consumers, U.S. Average (1967.100). All Items, for the Dallas/Fort Worth Standard Metropolitan Statistical Area as published by the bureau of Labor Statistics of the United States Department of Labor. In the event the CPI shall be hereafter converted to a different standard reference base or otherwise revised, the determination of the CPI Increase shall be made with the use of such conversion factor, formula or table as may be published by the Bureau of Labor Statistics or, if not published by the bureau of Labor Statistics, then with the use of such conversion factor, formula or table as may be established by any nationally recognized publisher of similar statistical information as may be then selected by the parties. In the event the CPI shall cease to be published, then, for the purposes or determining the CPI Increase. there shall be substituted for the CPI such other economic index as the parties shall then reasonably select. 4 L VOL 7W3PAOE % •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 7 Of 30 LEGAL02/37962495v3 2.02 Percentage Rent. For each calendar year after January 1, 2006, Lessee shall pay to Lessor a percentage rental (the "Percentage Rent") equal to eighty percent (90X) of the annual net profits arising from Lessee's operation of the Leased Property if such percentage rental is greater than the Fixed Minimum Rent. The term "net profits" means (A) all gross receipts actually received by Lessee arising out of the operation of the Leased Property, such receipts to include but not be limited to revenues collected from (i) registered and casual guests of the Hyatt Regency Fort worth for furnishing parking spaces to such persons, (ii) sublessees, and (iii) persons using or subleasing a portion of the Leased Property as exhibit hall space, less (B) all operating costs and expenses incurred in connection with such operation including, but not limited to, costs and expenses for utilities; insurance; maintenance; repairs; replacements; taxes; labor; overhead attributable and fairly allocable to such operation; and all other operating costs and expenses incurred in connection with such operation or with performance of the obligations herein imposed upon Lessee. Lessee shall also be entitled to deduct, as an operating expense, from the gross receipts for any year the amount of all accrued operating losses sustained in the operation of the Leased Property for previous years of the period from January 1, 2006, to the then applicable year; provided, the amount of such losses shall not exceed the cumulative amount of the Fixed Minimum Rent for all such prior years from January 1, 2006. Lessee covenants to operate the Leased Property in an efficient and business-like manner so as to produce therefrom as much net profits as is feasible under the circumstances. Depreciation of improvements, fixtures, furniture, and equipment placed by Losses at its cost and expense upon the Leased Property is not a deductible item. 2.03 Manner of Payment and Prorations of Rent. The Fixed Minimum Rent shall be payable semi-annually, in arrears. Lessee shall pay to Lessor one-half of the Fixed Minimum Rent for each year during the term hereof on or before July 1st and on or before January 1st of each such year; provided, however, if the initial 5 voi 7093eace Mi i. •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: a Of 30 LEGAL02/37962495v3 Commencement Date be a day other then the first day of a calendar year, or, if the term of this Lease expires before the lest day of a calendar year, the amount of the Fixed Minimum Rent shall be prorated based on the actual calendar days during which Lessee had possession of the Leased Property. During the period between the Initial Commencement Date and the Final Commencement Date, the Fixed Minimum Rent shall be equal to $60,000 multiplied by the number of parking spaces possessed by Lessee pursuant to paragraph 1.03 and divided by the total number of parking spaces to be contained in the Leased Property. For each year after January 1, 2006, if the Percentage Rent exceeds the Fixed Minimum Rent, Lessee shall pay to Lessor the difference thereof on or before April 15th of the succeeding year or on or before the ninetieth (90th) day following the expiration of this Lease. 2.04 Annual Statements and Books and Records. Lessee shall keep reasonable books and records in accordance with generally accepted accounting principles sufficient to allow accurate computation of the Percentage Rent payable hereunder and shall, provide Lessor such summaries of or excerpts from such books and records in support of calculations of the Percentage Rent payable as Lessor may reasonably request. Lessee shall deliver to Lessor on or before April 15, 2007. and on or before April 15th of each year thereafter and on or before the ninetieth (90th) day after the expiration of this Lease an annual operating statement showing the determination of the Percentage Rent for the previous year, including gross receipts, operating costs and expenses, operating losses, and net profits. Commencing upon January 1, 2006, Lessor shall have the right, at reasonable times and in the offices of Lessee, to examine that portion of Lessee's books and records which relate to the Percentage Rent. Lessor shell have the right to have independent auditors make a special audit of that portion of Lessee's books and records which relate to the Percentage Rent. If Lessee's determination of the Percentage Rent is found to be incorrect to an extent of more than five percent (5%). Lessee shall pay for such audit; otherwise, the cost and expense of such audit shall be borne by Lessor. 6 VOl')O�PACti1� •ACS/TBC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 9 Of 30 LEGAL02/37962495v3 ARTICLE III Utilities and Taxes 3.01 Utility Expense. Lessee covenants to pay all costs and expenses for water, gas, electricity, sewage, garbage removal. heating, ventilation, air conditioning, and other utility services in and to the Leased Property. 3.02 Taxes. The parties hereto acknowledge the fact that Lessor, being a municipal corporation of the State of Texas, is not required to pay taxes on real property which it owns, including iLs fee simple estate and reversionary interest in the Leased Property. In the event that any taxes, governmental charges, or other assessments are levied against the leasehold estate created hereby or the improvements placed upon the Leased Property, such taxes, charges, or assessments shall be paid by Lessee. Lessee shall have the right to contest any such taxes, governmental charges, or other assessments so levied. ARTICLE IV Eminent Domain 4.01 Total Condemnation. If all or a part of the Leased Property is taken for any public or quasi-public use or by nego- tiated purchase in lieu of either such use (all such methods of taking being herein called "Eminent Domain"). such that it is imprartical or infeasible to restore the remainder of the Leased Property, Lessee and Lessor shall have the right to seek separate awards for their respective interests in the Leased Property. This Lease shall terminate and the rent and other obligations of Lessee shall be abated upon --uch Eminent Domain, and the parties shell have no further obligations hereunder upon obtaining their separate awards as a result of such Eminent Domain; provided, however, the termination of this Lease shall not prejudice or otherwise affect the rights of the parties to the awards made or damages granted as result of such Eminent Domain. VOL 7=pw 1653 7 'ACS/TRC- TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 page: 01644 page: 10 Of 30 LEGAL02/379624950 t 4.02 Partial Condemnation. Lessor shall notify Lessee of the receipt by Lessor of any notice of the intent by any governmental authority to exercise Eminent Domain against the Leased Property, or any part thereof, within fifteen (15) days after Lessor receives such notice. If the portion of the Leased Property to be taken or taken by Eminent Domain is such that it is practical and feasible in the reasonable judgment of Lessor to restore the remainder of the Leased Property, then the parties shall each seek separate awards for their respective interests in the portion of Leased Property so taken; provided, however, subject to abatement, the rights and obligations of both parties hereunder shall remain in full force and effect, and Lessor shall forthwith perform or cause to be performed all renovation work to the extent practical and feasible to restore the remainder of the Leased Property. Lessor shall notify Lessee whether, in Lessor's reasonable judgment, it is practical and feasible to restore the remainder of the Leased Property by giving written notice of such determination within sixty (60) days after Lessor receives notice of the intent of the governmental authority to exercise partial Eminent- Domain and the plans for the public work and exact nature of such Eminent Domain have been finalized. If Lessor should notify Lessee that Lessor has determined it is not practical and feasible to restore the remainder of the Leased Property, this Lease shall terminate unless Leasee elects to restore or cause to be restored, the remainder of the Leased Property and to continue this Lease in force by delivering written notice to Lessor of such election within sixty (60) days of Lessor's earlier deter- mination. In the event Lessee elects to restore or cause the remainder of the Leased Property to be restored, Lessee shall cause detailed plans and specifications of such restoration to be prepared by competent architects or engineers and submit such plans and specifications to Lessor for its approval, which approval shall not be unreasonably withheld, and Lessee agrees to complete such work of restoration substantially in accordance with such approved plans and specifications and at its own expense, except that Lessee shall have the right and be entitled to expend, and Lessor hereby assigns to Lessee, any part or, all of the Lessor's net proceeds of the award received on account of such partial tEminent Domain which may be 4 OL 7093PAGE ISH l e •ACS/TBC+ TAARANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 11 Of 30 LEGAL02/37962495v3 reasonably required to restore the remainder of the Leased Property. If Lessee does not elect to so restore the remainder of the Leased Property, then such Eminent Domain shall be governed by the provisions of paragraph 4.01. The rent and other obligations imposed upon Lessee hereunder shall be abated in a manner that is fair and equitable upon any such partial Eminent Domain. ARTICLE V Lessee's Right to Sublet or Assign 5.01 Lessee's Right to Sublet or Assign. Lessee shall have the right to sublet the Leased Property in whole or part. Lessee and its successors or assigns may sell or assign its leasehold estate hereunder in whole or in part to any one or more of the following persons (collectively "Permitted Assignees"): (a) any Affiliate of Ray L. Hunt (hereinafter defined); (b) any Mortgagee (hereinafter defined); (c) Hyatt Corporation, a Delaware corporation, or its affiliates; or (d) any person who in the reasonable judgment of Lessor has sufficient financial capability and stability; and, upon any such assignment, Lessee or its successors or assigns shall be relieved from its liabilities and obligations hereunder to the extent of any such assignment of its rights and interests in the leasehold estate hereunder. Notwithstanding the above, Lessee and its successors or assigns may otherwise sell or assign its leasehold estate hereunder in whole or in part; provided, however, unless Lessor specifically agrees to the contrary at the time of any such other assignment, Lessee shall remain liable to Lessor after such other assignment. As used herein, the term "Affiliate of Ray L. Hunt" means, as of any time, HIC or Ray L. Hunt and any (a) person who at such time is the immediate ancestor of Ray L. Hunt or any living descendant of any such immediate ancestor (and for this purpose, an adopted person shall be deemed to be the natural issue of his or her adopting parents) or the spouse of any such living descendant (including the wife of Ray L. Hunt); (b) trustee of any then existing trust principally for the benefit of Ray L. Hunt and/or one or more of such persons described in (a) preceding; (c) corporation, the then "controlling persons" (within the meaning of Section 2(11) of the Securities Act of 1933, as amended), of which 9 L VOL 7093PAGE 1655 +ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 page: 01699 page: 12 Of 30 LEGAL02/37962495v3 are BIC or Ray L. Hunt and/or any one or more of the persons or trustees described in (a) and (b) preceding: and (d) partnership or other entity, the then controlling persona (as above defined) of which are Ray L. Hunt, HIC, and/or any one or more of the persons, trustees, or corporations described in (a), (b), and (c) preceding. ARTICLE VI Right to Mortgage 6.01 Leasehold Mortgage. Lessee and its successors or assigns shall have the right, from time to time and at any time, to encumber by mortgage, deed of trust, security agreement, or other instrument in the nature thereof (any such instrument is herein called "Mortgage"), as security for any actual indebtedness, the leasehold estate created hereby, the right to use and occupy the Leased Property and all of Lessee's right, title, and interest in and to the Leased Property created hereby and any other property so affixed to the Leased Property as to be a part thereof; provided that no mortgagee or trustee or anyone that claims by, through, or under (including a purchaser at foreclosure or by conveyance in lieu of foreclosure) such Mortgage (any such person is herein called "Mortgagee") shall by virtue thereof acquire any greater right in the Leased Property than the Lessee then had under this Lease. 6.02 Notice to Mortgagee. If at any time after execution and recordation of any Mortgage the Mortgagee shall notify Lessor in writing that any such Mortgage has been given or executed by Lessee and shall at the same time furnish Lessor with the address to which the Mortgagee desires copies of notices to be mailed, or designates some person or corporation as its agent and representative for the purpose of receiving copies of notices, Lessor hereby agrees to mail to such Mortgagee or to the agent or representative so designated by such Mortgagee at the address so given duplicate copies of any and all notices in writing that Lessor may from time to time give or serve upon Lessee under the terms and provisions of this Lease. 6.03 Rights of Mortgagee. Each Mortgagee, at its option, at any time within thirty (30) days after the rights of Lessee would have been forfeited to Lessor pursuant to the terms of paragraph 10.02 of this Lease, may pay any of the rent due hereunder or make any other 10 VOL 7W3 PACE •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 13 Of 30 LEGAL02/37962495v3 payment required to be paid by Lessee by the terms of this Lease or may do any act or thing which may be necessary or proper to be done in the observance of the covenants and conditions of this Lease or to prevent the forfeiture of this Lease; and all payments so made and all things so done and performed by any Mortgagee shall be effective to prevent a forfeiture of the rights of Lessee hereunder as if the same would have been timely done and performed by Lessee instead of by a Mortgagee; provided, however, if any Default (hereinafter defined) is not reasonably susceptible of being cured by such Mortgagee within such thirty (30) day period, such Mortgagee shall have a reasonable period of time to commence to cure any such Default and proceed with reasonable promptness and diligence to so cure such Default. However, if any Default is not reasonably capable of being cured by any such Mortgadee, or if Lessee elects to terminate this Lease pursuant to paragraphs 4.02 or 8.02, Lessor shall, if requested by such Mortgagee, upon termination of this Lease, enter into a new lease agreement with such Mortgagee, so long as such Mortgagee cures all other Defaults and such Mortgagee is any institutional lender engaged in the business of making mortgage or other loans (including, but not limited to, First National Hank in Dallas and Aetna Life insurance Company) or any other person who in the reasonable judgment of Lesscr has sufficient financial capa- bility and stability, such new lease to be upon the same terms and conditions of this Lease for the balance of the term. Any Mortgage given by Lessee may, if Lessee desires, be so conditioned as to provide that as between the Mortgagee and Lessee, the Mortgagee, on making good and performing a Default shall be thereby subrogated to or put in the position of assignee of any or all of the rights of Lessee under the terms and provisions of this Lease. 6.04 No Assumption by Mortgagee. No Mortgagee of Lessee hereunder shall be or become liable to Lessor as an assignee of this Lease or otherwise unless and until such Mortgagee expressly assumes by written instrument such liability. No such assumption shall be Inferred from or result from foreclosure or other appropriate proceedings in the nature thereof or as the result of any other action or remedy provided for by any Mortgage or from a conveyance VOL 7093PACE 11 -ACS/TRC- TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 14 Of 30 LEGAL02/37962495v3 from Lessee pursuant- to which the purchaser at foreclosure or grantee shall acquire the rights and interest of Lessee under the terms of this Lease; provided, however, any such Mortgagee or any person claiming by, through, or under such Mortgagee shall be liable to Lessor under the terms hereof for any period of time during which any such Mortgagee or other person had possession of the Leased Property; and, provided further, to keep this Lease in full force and effect, any such Mortgagee or other person must expressly assume the obligations of Lessee remaining hereunder within one-hundred and twenty (120) days after such Mortgagee or cther person has taken possession of the Leased Property. Upon an assignment of the leasehold estate hereunder, in whole or in part, by a Mortgagee or other person claiming under a Mortgage to any Permitted Assignee, such Mortgagee or other person shall be relieved of any further liabilities or obligations hereunder imposed or assumed to the extent of any such assignment. ARTICLE VII Personal Injury and Liability Insurance 7.01 Indemnity. To the extent not covered by insurance required to be maintained hereunder, Lessee shall save Lessor harmless and Indemnify Lessor from and against all liability arising out of Lessee's operations of the Leased Property. Further, to the extent not covered by insurance required to be maintained hereunder, each party hereto shall save the other harmless and indemnify it from and against all liability arising out of bodily injury, loss, claims, or damage to any person or property anywhere occasioned by any negligent act or omission of such party, its employees, agents, licensees, or contractors. As used in this Lease, the term "person" means any person, firm, corporation, association, partnership, trust, joint venture, or any other entity. 7.02 Liability Insurance. Lessee shall cause to be maintained with respect to the operation of the Leased Property such public liability insurance as Lessee deems reasonable and prudent, insuring Lessor, Lessee and each Mortgagee, as co-assureds. Such liability 12 vol 7093PAGE 16% •ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 15 Of 30 LEGAL02/37962495v3 Insurance may be a part of Lessee's blanket policy for Lessee and its affiliates; provided, however, the limits of such insurance shall be in at least the amounts of $250,000 for personal injury or death, $100,000 for property damage, and 51,000,000 for each occurrence. ARTICLE VIII Casualty Damage 6.01 Casualty Insurance. Lessee shall cause to be maintained property damage and fire and extended coverage insurance in an amount equal to at least ninety percent (90%) of the full insurable value of the Leased Property and the improvements thereon. Lessee shall add Lessor as an additional insured on such insurance. All such insurance shall be carried, to the extent practicable, for the protection of both Lessor and Lessee. Each policy shall contain a standard mortgagee's clause, and Lessor, Lessee, and each Mortgagee shall be named as an assured in all such policies of insurance, as their interests may appear. Each such policy shall provide for a waiver by the insurer of rights of subrogation against Lessor and Lessee. Such casualty insurance may be a part of Lessee's blanket policy for Lessee and its affiliates. 8.02 Post-Casualty Repair. In the event that all of the Leased Property is either damaged or destroyed by casualty, or in the event that a portion of the Leased Property is either damaged or destroyed by casualty to the extent that the remaining portion of the Leased Property is not capable of being economically or practically operated, Lessee shall have the option to (a) declare this Lease cancelled and terminated, or (b) as soon as practicable thereafter, at its sole expense, -utilizing all insurance proceeds payable by reason of such casualty, renovate and repair the Leased Property or the damaged or destroyed portion of the Leased Property in a manner i to render the Leased Property a useable structure for the intended purposes and restore the Leased Property in substantially the condition as existed prior to such casualty. If Lessee elects to declare this Lease cancelled and terminated, Lessee shell notify Lessor, within sixty (60) days after any such casualty, of such election and this Lease shall be of no further force and effect as 13 VOL 7093PAue 1668 +ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1991 Vol: 0007093 Page: 01644 Page: 16 Of 30 LEGAL02/37962495v3 of the date of such casualty and, subject to the rights of a Mortgagee under paragraph 6.01, Lessor shall be entitled to proceeds of insurance payable by reason of such casualty. In the event that a portion of the Leased Property is either damaged or destroyed by casualty to the extent that the remaining portion of the Leased Propery is capable of being economically and practically operated, Lessee shall repair or renovate such damaged or destroyed portion of the Leased Property and shall be entitled to recover all insurance proceeds payable by reason of such casualty. If Lessee elects or is obligated to renovate and repair the Leased Property, or any portion thereof, the Rent and other obligations of Lessee shall be abated in a manner that is fair and equitable during the period of repair and restoration. ARTICLE IX Maintenance, Replacements. Alterations and Additions 9.01 Maintenance and Replacements. Lessee shall, at its sole expense: (a) keep or cause to be kept the Leased Property in a neat, clean, and good condition, and (b) make or cause to be made all necessary non-structural repairs and replacements of fixtures, furnishings, and equipment required for the proper conduct of the business permitted hereunder. Lessee shall provide janitorial service for, and keep free from trash and rubbish, the Leased Property. Lessee shall provide adequate security services for the Leased Property. Lessor shall, at its sole expense, keep the foundation, the exterior walls, the roof, and all other structural improvements of the Leased Property described by the Plans in good repair and shall make or cause to be made all such structural repairs and replacements necessary to maintain the Leased Property, ordinary wear and tear excepted. Lessor shall also be responsible for keeping the surface area improvements shown by the Plans in a neat, clean, and attractive first-class condition. Such improvements shall not include the landings for the stairwells and the elevator located on the surface of the Property. Lessor, further covenants that such surface area improvements which are to be maintained by it shall be used at all times in a first-class manner consistent with 14 VOL 709.3PABE 1660 •ACS/TRC- TARRANT Doc: 000021555 Date: 03/25/1981 Yol: 0007093 Page: 01644 Page: 17 Of 30 LEGAL02/37962495v3 projects of the nature and magnitude contemplated by the parties hereto. in the event that, at any time, or from time to time during the term hereof, either party (the "Complaining Party") believes that the use or maintenance for which the other party (the "Maintaining Party") is responsible is not consistent with a first-class standard, the Complaining Party may, by written notice delivered to the Maintaining Party, specify the particular practice or omission which the Complaining party believes to be inconsistent with such standard, and the Maintaining Party shall, within 30 days after receipt of such notice, discontinue such practice or cure such omission unless the Maintaining Party, in good faith, believes that such practice or omission is consistent with a first-class standard of use and maintenance agreed to by the parties, in which event, the Maintaining Party shall so certify its belief to the Complaining Party by written notice to the Complaining Party within 30 days after receipt of the Complaining Party's earlier notice of complaint. Lessor must use its best efforts to schedule and complete its maintenance and repair and replacement obligations in a manner which avoids substantial interference with Lessee's operation of the Leased Property and the Hyatt Regency Fort Worth hotel. 9.02 Alterations. Lessee shall have the right, at its sole cost and expense, to make alterations to the Leased Property so long as Lessee has obtained the prior consent of Lessor which consent shall not be unreasonably withheld. Nothwithstanding anything to the contrary herein contained, Lessee shall bear and be responsible for any increase in operating costs and expenses attributable to or caused by any such alterations to the Leased Property; provided, however, such operating costs and expenses are deductible in the determination of the Percentage Rent. 9.03 Additions. Lessee shall have the right, at its sole cost and expense, to make additions to the Leased Property so long as j Lessae has obtained the prior consent of Lessor which consent shall not be unreasonably withheld. All additions affixed to the Leased Property shall be and become property of Lessor upon termination of 15 VOL 7093PAeE 1661 •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01699 Page: 1S Of 30 LEGA102/379624950 this Lease and a part of the Leased Property upon construction or installation. In connection with Lessee's right to make additions to the Leased Property, Lessor hereby approves the development, construction, and operation of an exhibit hall facility and improvements (the "Exhibit :tall") by Lessee at its sole cost and expense. The Exhibit Hall is to be located on the first basement level of the Leased Property, Lessee agrees to submit to Lessor for its approval, not to be unreasonably withheld, plans and specifications for the Exhibit Hall which shall describe heating, ventilation, and air-conditioning equipment; additional electrical and lighting systems; public restroom facilities; personal property additions such as movable partitions, removable fixtures, furniture, and other appropriate equipment; and all other improvements necessary or appropriate in connection with the development and operation of the Exhibit Hall. The construction by Lessee of the Exhibit Hall shall not delay or unreasonably interfere with the construction by Lessor of the improvements described in the Plans. After submission of the plans and specifications for the Exhibit Hall, Lessor, upon its approval thereof, shall issue a notice to Lessee instructing it to proceed with construction of the Exhibit Hall and Lessee shall thereafter diligently proceed to and shall promptly complete the construction thereof. Due to the necessary sequence of the work, the construction of the Exhibit Hall will extend beyond the completion of the construction by Lessor of the Leased Property. Lessee shall not be entitled to any reduction in the Fixed Minimum Rent as a result of the construction of the Exhibit Hall, or any part thereof, On those portions of the Leased Property previously accepted by Lessee. Nothwithstanding anything to the contrary herein contained, Lessee shall bear and be responsible for any increase in operating costs and expenses attributable to or caused by any additions to the Leased Property; provided, however, such operating costs and expenses are deductible in the determination of the Percentage Rent. 1 g vol 909 pa 1662 •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 page: 01644 page: 19 Of. 30 LEGAL02/37962495v3 ARTICLE K Default and Remedies 10.01 Default. A "Default," as that term is used herein means the occurrence of one or more of the following events: (a) failure of Lessee to pay the rent in accordance with the terms of this Lease and the continuation of such failure without cure for a period of thirty (30) days after Lessor notifies Lessee and each Mortgagee of such failure; (b) failure of Lessee to comply with any term, covenant, .or provision of this Lease, other than the covenant to pay the rent, and the failure by Lessee to commence to cure and to cure such failure within sixty (60) days after Lessor has notified Lessee and each Mortgagee of such failure; and (c) provided, however, if any such failure specified in (b) preceding not •be reasonably susceptible of cure within such sixty (60) day period, the failure by Lessee to commence to cure any such failure and thereafter to proceed diliigently to cure and to cure such failure within a reasonable period of time. 10.02 Remedies After Default. Subject to the rights of any Mortgagee pursuant to paragraph 6.03, upon the occurrence of a Default (including the passage of time specified therefor without cure), this Lease may be terminated by Lessor, and Lessee shall forthwith redeliver possession of the Leased Property in the condition it was delivered to Lessee hereunder (unless modified by Lessee pursuant to paragraphs 9.02 and 9.03, then in the condition as so modified), reasonable wear, depreciation, and tear excepted. Upon the occurrence of a Default, Lessor shall be entitled to, as Lessor's sole remedies hereunder, (a) terminate this Lease, (b) possession of the Leased Property, and (c) payment of all accrued and unpaid rent due to Lessor as of the date of such termination. Upon Lessor's electing to terminate this Lease upon a Default this Lease shall cease and come to an end as if that were the day originally fixed herein for the expiration of the term hereof. 17 VOL Mama im •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 20 Of 30 LEGAL02/37962495v3 ARTICLE %I Notices 11.02 Method of Giving Notice. Whenever any notice or demand is required or permitted hereunder, such notice or demand must be in writing. Any notice, demand, payment, or document required or permitted to be delivered hereunder shall be deemed to be delivered, whether actually received or not, on the third business day after it IS deposited with the United States Postal Service, certified or registered mail, postage prepaid, addressed to the party who is to receive it at the address which such party has theretofore specified by written notice delivered in accordance herewith, and any notice required to be given to Lessee hereunder shall also be required to be given to any Mortgagee who has specified an address for the receipt of notice in accordance herewith. Until changed in accordance herewith, Lessor and Lessee hereby specify the address stated for each on the signature page hereof as their respective addresses for receiving notices, demands, payments, and documents. Any party entitled to receive notices, demands, payments, and documents hereunder may change, at any time and from time to time, by written notice, the address which it had theretofore specified for receiving the same. ARTICLE %II Miscellaneous 12.01 Compliance With Laws. The term "Laws" as used herein shall mean all laws, rules, ordinances, or governmental regulations of all legally constituted authorities. Both Lessor and Lessee, in the course of performance of their respective obligations hereunder, shall comply with all applicable Laws, including, but not limited to. Laws of Lessor regulating off-street parking facilities. 22.02 Inspections by Lessor. Lessor and its agents shall have i the right to enter upon the Leased Property at any reasonable time for the purpose of inspecting the some; provided that: (a) Lessor must use its best efforts to schedule and complete each inspection in a manner which avoids substantial interference with Lessee's 1B VOL 7093PAof 1664 +ACS/TRC• TARRANT Docs 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 21 0£ 30 LEGAL02137962495v3 operations thereof (provided this clause is not intended to limit the exercise by Lessor of any of its police powers); and (b) Lessor may not place "for lease" or "for sale" signs, or any similar signs, at the Leased Property or exhibit the Leased Property to prospective tenants or purchasers, except during the last three (3) months of the term of this Leese. 12.03 Relationship Between Lessor and Lessee. Nothing herein contained shall be deemed or construed by the parties hereto, or by any other person, or by any court or other tribunal, as creating a relationship of principal and agent, or of partnership, or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of Percentage Rent, nor any other provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship other than the relationship of landlord and tenant. 12.04 Number and Gender of Words. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. 12.05 Captions. The captions, headings, and arrangements used in this Lease are for convenience only and do not in any way affect, limit, or amplify the terms and provisions hereof. 12.06 Waivers and Consents. One or more waivers of any cove- nant, term, or provision of this Lease by any party shall not be construed as a waiver of a subsequent breach of the same covenant, term, or provision, nor shall it be considered a waiver of any other exiating or subsequent breach of a different covenant, term, or provision. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. 19 VOL 7093eice 1665 -ACS/TRC- TARRANT Doc: 000021555 Date: 03/25/1881 Vol: 0007083 Page: 01644 Page: 22 Of 30 LEGAL02/37962495v3 12.07 Force Majeure. Whenever a Period of time is herein Prescribed for action to be taken by Lessor, Lessee, or any Mort- gagee, none of them shall be liable or responsible for, and there shall be excluded from the computation of any such period, any delays due to strikes, civil commotion, riots, acts of God, short- ages of labor or materials, war, governmental Laws or restrictions, or any other causes of any kird whatsoever (except financial distress and Laws passed by the City of Fort Worth in order to directly or indirectly allow Lessor to avoid or delay its performance of its obligations hereunder) which are reasonably beyond the control of the party required to take the action. 12,08 Peaceable Possession. Lessor hereby covenants and agrees that if Lessee performs all of the terms, covenants, and provisions herein required to be performed by Lessee, Lessee shall, subject to the terms of this Lease, have the peaceable and quiet enjoyment and possession of the Leased Property at all times during the continuance of this Lease. 12.09 Lessor's Warranties of Title and Authority. Lessor covenants, warrants, and represents that: (a) it is the owner in fee simple of the Leased Property and has good and marketable title thereto, subject to no liens, contracts, leases, tenancies, agreements, exceptions, easements, defects in title, restrictions, conditions, limitations or encumbrances that would materially affect Lessee's intended use of the Leased Property as provided herein; and (b) Lessor has full right and lawful authority and power to execute this Lease for the term, in the manner, and upon the terms, covenants, conditions, and provisions herein contained. 12.10 Certificate of Lease Status. Lessee and Lessor shall, from time to time, upon request by either or any Mortgagee, execute, acknowledge, and deliver to the other or, to any Mortgagee a statement in recordable form certifying the existence of this Lease, and, if true, that this Lease is unmodified and in full fore,) and effect with no known Default existing hereunder, or, if there have been modifications or a Default exists, specifying the modifications and existing Defaults, and certifying, if true, that this Lease is 20 vOL MPACE 1W6 -ACS/TRC- TARRANE Doc: 000021555 Data: 03/25/1981 Vol: 0007093 Page: 01644 Page: 23 of 30 LEGAL02/379624950 in full force and effect as so modified and that there are no other existing known Defaults, and further stating the date to which the rent and other charges payable under this Lease have been paid. 12.11 Lessee's Riahht to Use Public Facilities. Lessee, its invitees and licensees, without charge or fee except as specifically provided herein, shall enjoy the general use of all public facilities and improvements of a public nature which are now or may hereafter be connected with or appurtenant to the Property. The right to use such public facilities in common with others authorized so to do shall be exercised only subject to and in accordance with applicable Laws of Lessor, and to the same extent as permitted to members of the general public. 12.12 Binding Effect. The rights and obligations created hereby shall be binding upon and Shall inure to the benefit of Lessor and Lessee, and their respective successors and assigns, including the successors in interest of Lessor and Lessee in the event of a corporate dissolution or liquidation, the sublessees of the Lessee, and the heirs, executors, administrators and devisees of any natural person who may derive any rights or obligations, by. through. or under the Lessor or the Lessee. 12.13 Short Form Lease. Lessor and Lessee, from time to time, upon request by either party, shall execute, acknowledge, and deliver to the other party, a Memorandum of Lease in recordable form certifying the existence of this Lease and setting forth the basic terms and provisions contained herein. 12.14 UDAG Grant Agreement. Upon approval of this Lease by HUD under the terms of the UDAG Grant Agreement, Lessor as "Recipient" under the UDAG Grant Agreement and Lessee as "Participating Party" thereunder hereby represent and warrant to each other that each shall comply with the obligations and covenants imposed by the UDAG Grant Agreement upon each such party, including, but not limited to. the obligations and covenants set forth in Article IX of the UDAG Grant Agreement, and all such obligations and covenants are hereby 21 VOL 7093FAOE 166"7 +ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 page: 01644 Page: 24 Of 30 LEGAL02/37962495v3 incorporated by reference. Unless specifically provided to the contrary herein, the covenants, representations, and warranties imposed upon Lessor and Lessee under the Developer's Contract are hereby incorporated by reference. 12.15 Non-Discrimination. Lessor and Lessee shall not discrimi- nate against any person because of race, religion, color, sex, or national origin and shall Comply with all Laws in that regard in connection with the operation and use of the Leased Property. EXECUTED at Fort Worth, Texas, this 4"% day of 1960. ATTEST: LESSOR: '• //��//jj//11 ,,,�.�� ////��// THE CITY OF FORT 1110RTH BY: JaElk,l^!. Gre� � Robert L. Herchert City Secretary City Manager • 1000 Throckmorton Street • ? Fort Worth, Texas 76102 APPROVED AS TO FOFM: C Y A TORNEY rthufr R. P tersen ' ATTEST: LESSEE: HUNT HOTEL/FORT WORTH, LTD. By: Hunt Investment Corporation General Partner t`.Sec'r!eny; By: #OF co 11 RDbelt Pl '8 t e® ident t National Bank �,• •,,,}:')I I'. ak Building Dallas, Texas 75202 APPBOYa By CITY COURCTL 6 .> r 89 br7 22 t e VOL 7093pAOE 1669 •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 25 Of 30 LEGAL02/37962495v3 THE STATE OF TEXAS § COUNTY OFs 4 BEFORE ME, the undersigned, a Notary Public in and for said County and State on this day personally appeared JOHN FIELD SCOVELL, Vice President of HUNT INVESTMENT CORPORATION, A Delaware corpora- tion and general partner of HUNT HOTEL/FORT WORTH, LTD., a Texas limited partnership, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said HUNT INVESTMENT CORPORATION, as general partner of HUNT HOTEL/FORT WORTH, LTD., and that he executed the same as the act of such partnership for the purposes and consideration therein expressed, and in the capacity therein stated. EN UNDER MY HAND AND SEAL OF OFFICE this the � day of 1980. No u lic in and,fot. County, Texas PCNA B.s1Moj4; Aouty rublk 1n.*4d for 'Diller county iexe. My Commisalo Expires: ,- 3 THE STATE OF TEXAS § § COUNTY OF TARRANT § BEFORE ME, the undersigned, a Notary Public in and for said County and State on this day personally appeared ROBERT L. HERCHERT, City Manager of THE CITY OF FORT WORTH, a Texas home-rule municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said CITY OF FORT WORTH, and that he executed the same as the act of said corporation and for the purposes and consideration therein expressed, and in the capacity therein stated. �� /� ���GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 47�ay of , 1900. .'r....'1 . Notary Public Inan�or� Tarrant County, Texas .r+: 'My .o fnission Expires: VOL 7093FACE 160 -ACS/TRC. TARRANT Doc: 000021555 Date: 03/25/1981 V.1: 0007093 Page: 01644 Page: 26 Of 30 LEGAL02/37962495v3 EXHIBIT A TO PARK —1 0—AME LEASE BETWEEN THE CITY OF FORT WORTH(LESSOR)AND HUNT HOTEL/FORT WORTH LTA (LESSEE) The Property as that term Is defined In the above-described lease agreement to which this Exhibit A Is attached is comprised of the followings (1) The Easterly 1/2 of Block 114 of Original Town of Fort Worth In Tarrant County, Texas;and embracing Lots 9 through 16 In said Block and the Easterly 1/2 of the alley adjoining said Lots on the West,and being the three tracts described in the deeds to the City of Fort Worth recorded in Volume 68929 Page 1350,Volume 6868, Page 1718, and Volume 8834, Page 2190 of the Tarrant County Deed Records, described by metes and bounds as follows: Beginning at the Southeasterly corner of said Block 114 at the Intersection of the Westerly line of Main Street and the Northerly line of Ninth Street; Thence South 60 degrees West,along the Southerly line of saM Block 114 and the said Northerly line of Ninth Street,100 feet to a point for corner; Thence North 80 degrees West,along the middle of said alley, adjoining Lots 9 through 18 on the West, 200 feet to the Northerly line of said Block 114 and the Southerly line of Eighth Street; Thence North 60 degrees East,along the said Northerly line of Block 114 and the said Southerly line of Eighth Street, 100 feet to the Northeasterly corner of said Block 114 and the said Westerly line of Main Street;and Thence South 30 degrees East,along the Easterly line of said Block 114 and the said Westerly line of Main Street, 200 feet to the place of beginning and containing 20,000 square feet, more or less. (2) A part of Block 113 of the Original Town of Fort Worth in Tarrant County,Texas and embracing all of Lots S,6,7,8,13,14,15 and 16 and a portion of Lots 1, 2,3 and 4 in sold Block,described by metes and bounds as follows; Beginning at the Northeasterly corner of said Block 115 for the intersection of the Southerly line of Eighth Street and the Westerly line of Commerce Street and from which a tack set in a lead plug bears North 30 degrees West 5 feet and North 60 degrees East 5-4/10 feetl Thence South 3D degrees East,along the Easterly line of said Block 115,along the Easterly line of Lots 16, 15, 14 and 13 for the said Westerly line of Commerce Street, 100 feet to a galvanized spike for the common Best corner of Lots 13 and 12; Thence South 60 degrees West, along the common line of said Lots 13 and 12,a distance of 100 feet to a galvanized spike for the common corner of Lots 4,5,12 and 13; Thence South 30 degrees East,along the common line of said Lots 12 and 4, a distance of 9-33/100 feet to a galvanized splkel Thence South 00 degrees West 4-50/100 feet to a galvanized spike; va17093PAGE 1670 t 'ACS/TRC- TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 27 Of 30 LEGAL02/37962495v3 Thence South 30 degrees-03 minute-44 seconds East,through Lots 4, 3, 2 and 1, a distance of 90-67/100 feet to the Southerly line of Lot 1 and said Block 115 in a Northerly line of Ninth Street from which a "Y" marked on concrete walk bears South 30 degrees-Ol minute-44 seconds East 3 feet; Thence South 60 degrees West,along the sold Southerly One of Lot 1 and Block 115 and the said Northerly line of Ninth Street, 95-55/100 feet to the Southwesterly corner of said Block 116 for the Intersection of said Northerly line of Ninth Street and the Easterly One of Main Street from which a tack set in a lead plug bears South 30 degrees East 3 feet and south 60 degrees West 5 feet; Thence North 30 degrees West,along the Westerly line of Lots 1 through 8 and the Westerly line of said Block 115 for the said Easterly line of Main Street, 200 feet to the Northwesterly corner of said Block 115 for the intersection of the said Easterly line of Main Street and the said Southerly line of Eighth Street from which a tack set in a lead plug bears South 60 degrees West 5 feet and North 30 degrees West 5 feet;and Thence North 60 degrees East,along the Northerly line of Lots 8 and 16 and the Northerly line of said Block 115 for the said Southerly One of Eighth Street, 20D feet to the place of beginning and containing 29,594 square feet,more or less. (3) The subsurface portion of Main Street between Block 114 and Block 115 of the Original Town of Fort Worth, Tarrant County, Texas, being South of the South right-of-way line of 8th Street and North of the North right-of-way One of 9th Street. 0005-0032-605112 2 VOL 7093PAGE1671 •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 28 Of 30 LEGAL02/37962495v3 EXHIBIT B SCHEDULE OF PAYMENTS The minimum amount of the Fixed Minimum Rent as determined under clause (i) of ara ra h 2.01 of this Lease is as follows (subject to reduction under paraarap 2.03 Lease Year Annual Rental Initial Commencement Date through December 31, 1985 $ 60,000.00 Jan. 1, 1986 through December 31, 1990 $ 65,000.00 " 1991 through " 1995 $ 70,000.00 1996 through " 2000 $ 75,000.00 " 2001 through " 2005 $ 80,000.00 " 2006 through 2010 $ 85,000.00 " 2011 through " 2015 $ 90,000.00 " 2016 through 2020 $ 95,000.00 2021 through " 2025 $100,000.00 " 2026 through end of term $105,000.00 n, I Solo PeQe VOL 7093PAct 16'72 •ACS/TRC• TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 29 Of 30 LEGAL02/37962495v3 .y 4, a a IW N e W I � � ]U N a= �J a QID A LS7 m r 40 WOO Q, + �a�.�, �Coal�� Vol 7043vAce1673 = t. 'ACS/TRC' TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 30 Of 30 LEGAL02/37962495v3 sq�asc�-�n 7x �j Return to(Closer 327) G AMERICAN TITLE COMPANY 6029�7 Dallaa,TX 52440 6uW 260 a a ASSIGNMENT AND ASSUMPTION OF GROUND LEASE BY AND BETWEEN FORT TOWER I ASSOCIATES HOTEL LIMITED PARTNERSHIP, AS ASSIGNOR AND NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP, AS ASSIGNEE •i by L H s,d oL 7 S Yor 2 �p A n u+ % my0sa07 l -ACS/TRC- TARRANT Doc: 000254967 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 1 Of 9 LEGAL02/37962495v3 ASSIGNMENT OF GROUND LEASE AND ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE THIS A33IG AND ASSUMPTION OF GROUND LEASE(this " ss en")is made daayy of October,2000 by and between FORT TOWER I ASSOCIATES HOTEL LIMITED PARTNERSHIP,a Delaware limited partnership r.")and NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP.a Delaware bmitedpartnershipC' sA slgpgg''). BF&3TAL� " WHEREAS,the City of Fort Worth CLandiovd"),and Hunt Hotel/Forth Worth, Ltd.("Origlnai_Tenant"),entered into a certain Ground Lease dated April 30.1980,and recorded In Volume 7093,Page 1644,Deed of Records of Tarrant County,Texas(the"Ground Lease") relating to the premises described on EWW&A attached hereto; WIMUAS,the Ground Lease was assigned by a certain recorded Assignment of Leasehold Estate,fi-om Aetna Life Insurance Company to Fort Tower I Associates Hotel Limited Partnership,in instrument dated June 14,1994,filed for record with the County Clerk of Tarrant County,Texas on June 16,1994,under Clerk's File No.D194141206,recorded in Volume 11619,Page 2097,Deed Records,Tarrant County,Texas; WHEREAS,pursuant to the terms and conditions of this Assigmnent,(i) Assignor desires to assign ail of its right,title and interest in and to the Ground Lease and(ii) Assignee desires to assume all of the Assignar's duties and obllgWuns uudar the Ground Lease. NOW THEREFORE,in consideration of the agreements herein contained and other goad and valuable consideration,,the receipt and sufficiency of which are hereby aelmowledged,the parties heretic agree as follows: forth herein. 1. The recitals to this Assignment are fully incorporated by this reference as if set 2. As of the date hereof Assignor does hereby assign,tramsfer and convey unto Assignee,its successors and assigns,2 of Assignor's right,title and interest in and to the Ground Lease,as amended and supplemented. Assignor represents and warrants to Assignee(but not to its successors and assigns)that it has good marketable title to the leasehold estate created by the Ground Lease and that such estate is free and clear of all liens,encumbrances and other defects in title,and Assignor further awes to defend Assignee(but not its successors and assigns)from and against the claims of all third parties with respect to such title.Assignor represents that it has ! the full power and legal right and authority to coney,transfer and assign its rit,title and Interest in and to the Ground IA=to Assignee. Thia Assignment constitutes e legal.valid and binding obligadon of Assignor and is enforceable against Assignor in accordance with its terms. 3. As of the date hereof,Assignee hereby assumes and agrees to perform and discharge all of the duties and oblWons of Assignor,as lessee,under We Ground Lease arising from and after the data hereof. Assignee shall indemnify,defend and hold Assignor harmless tirom and against all claims,losses,vests,ex�pemases(lading,without tlmimtion,reasonable attorney a foes and axpcnses),Iisbilhies or agcs atisiug from or related to the Ground Lease which may acortme from or atter the date hereof. This Ascigg��aaant constitutes the lcttal,valid amd birrdimQ obligation of Assignee and is enforceable aaeimst Assignee in accordance w th its terms. MYCOM I -ACS/TRC- TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 2 Of 8 LEGAL02/37962495v3 4. The parties hereto covenant and agree that they will execute,deliver and acknowledge from time to time,at the request of the other,and without fiuther consideration,all k, such further instruments of assignment and assumption as may be required in order to give effect 6 to the transection described herein 0 5. This Assignment is made in connection with the contribution of the Property. including the Personal Property,by Assignor to Assignee in exchange for all of the limited a partner Interests in Assignee and all of the membeaMp interests in the sole general partner of e. 1 6. This Assignment is executed by,and shall be binding upon and inure to the 7 benefit of,the parties hereto and each of theirs respective successors and assigns. None of the is provisions of this Assignment shall be for the benefit of,or enforceable by,any other person. 07. This Assignment shall be construed in accordance with and governed by the laws of the State of Texas(Without regard to principles of oonflicts of laws). 8. This Assignment may be executed in any number of counterparts,each of which shall be deemed an original,and together shall be deemed one in the same document. [SIGNATURE PAGE FOLLOWS] rncunonr.r -ACS/TRC- TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 3 Of 8 LEGAL02/37962495v3 IN WITNESS WHEREOF the undersigned have caused this Assignment to be �} executed by their respective duly autirorQ general partner as of the date first above written. ASSIGNOR FORT TOWER I ASSOCIATES HOTEL LM713D 0 PARTNERSHIP,a Delaware limited partnership By: FGS Texas Tower I Hotel Corp.,a Delaware col 4 Vice President ASSIGNEE: NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP, a Delaware limited partnership By: New Fort Tower I GP LLC,a Delaware limited liability company,its general partner By: FGSB Hotel Manager Corp.,its UQ ae Vice President aroewwx.r -ACS/TRC- TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 4 Of 8 LEGAL02/37962495v3 4 STATE OF NEW YORK SS. A COUNTY OF NEW YORK I � I � This insteument has been acknowledged before me on this S6 day of October,2000,by 0 Martin L.Edelman,a vice president of FOS Texas Tower I Hotel Corp..a Delaware corporation,in its capacity as ge�neralpartner of Fort Tower I Associates Hotel Limited Partnership,a Delaware limited partnership,on of such corporation and partnership. (1 �• ; ;:, `tet':= . the State of Ne York My Commission Expires: IV nV Notary's Name Printed: W IMA on - t ' �'Krewror+u -ACS/TRC- TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 5 Of 8 LEGAL02/37962495v3 STATE OF NEW YORK COUNTY OF NEW YORK SS. h This instrument has been acknowledged before me on thislAj day of October,2000,by Martin L.Edelman,a vice president ofF088 Hotel Manasser Corp. a Delaware corporation,in its . 0 capacity as the manager of New Fort Tower i GP LLC,a D¢laware limited liability company,in its fiy capacity as general partner of Now Fort Tower I Hotel Limited Partnership,a Delaware liiptited••••..... partnership,on b&ffof such corporation,limited liability company and partnership. the tate o New Mary FMV York My CommissioII Notify ub��ICEK.ate � p��y. flopryP80D209 7" Cuslift In 0 Cougry Notary's Name Printed: ",!!ieQ In I f NY UM79i1 -ACS/TRC- TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 6 Of 8 LEGAL02/37962495v3 WMISIT A PAACS��b S (1) PAOP2% PARKM GAMU LDMTSD BEIAW TU Form.-1f0 DBSCatm FL La he $aeeasly 1/2 o! Bloek114 e! lgiasl own of i'0i� laotea" eaawf awCesis✓2 ezh.he I a goof a let. en the ded ia� anm• kw �e! pert north read Y 1 689710 ��dd Volume IM 4, paggee 2190, ofra�.W4 ad by metal and b3aade as tollows at t� Southeasterlyy corner of amid Hiook 124 at the i ae=Sss t7ertarly lima at main Stse•t mad the 1ToCCaeslp a� menta South 6o fia A100-91thesoutherly 1l�Sg e! as" Hl� v 4 mad tam told 11e orl Lsa• a! Ninth Street, le sawt to a point CICCnQX Ln thed �9 as�la4 yl the lin•sol ai�dtsl9ook la4and the SIat��1 2pc 0 wo� !��Seo"ly �q 3� liowy� 1� of lock 14 the an �y ieorssaa lrs� �ealo II�aesiidOD tOrly of aeead t� raid Stiatarle.1�ins�taoln�t lg. ve"W1, lima of maid Block o07 sit'& and �O 20,000 agtursi hail more ow lees. Q7.lf� (2) A aYe o! it k 113 of Tana of7 3. La ZMMMT am-py, PT to and L tmaj" All 0 Saild'D1•oek. driari3w"bwadUILOaada bonvgipnataasllLllavri • 3 B1Qtiara3 Loan elattast=lls 21 So r�i0 dngraes note 1, 1 ,lietlt�II ' • a o• At hie a taa3e mghtu at a aorta 0 W�ya�a South 30 doar� a gaSs, Tact Ly 1ina said H1 M4 along_L1ts Easterly 1Sna oD Le aid, 15 i4 mad 23 o tha told w•a ar y iia• o e Stress, 00 tart a tae a ao o! Lacs 23 aad8 23 .rhlch a tack LAM, land gi ora oosth 0 degs•ar Sawt -4 l�et7 Theme fl fl0 degrees Rant clan the ea�aa 1lsse e! said Lott 13 and 22i a distanew o! 100 !•fit to eha common comer o! arta 4, 6. 12 mad Thence M 30 Ss� along the ecomoa lino of Said Late 12 and 4, a 4istWas at 9-33M6 :wat7 Thence South 60 dagneea Wwat 4-50/300 feat; a Soot 30 d 03 tee 44 Shasltt, ChLite 4, 3, sad'�.zt5 s 1S 1:9 900-6i ! aof�iaagl misty waist 3 fta�a,t is gid nwasa 30 aha Theacw Snuth 80 Rost, 4lonap�a �liaa o! ypt i 3�D 11B aAQ the�Yaid fforttwrIo!' 3Sna- a! is • 09-iS/100 mat to a tlartsstrri morne�e said 8 S or the Q;e Bsrit;3wt,et aad'+a $aQ•Id etA a a awnla3 Oars Swath Chao Q d•�,� tl,out �w4sa 1� l�i•�t�i Cprtcaa 8 aw13r0.blw R S t• e!•a� Bol k ldi3_thtowt_ 1Y�.]htaA HddI ! e�sa ida� t d�aSwo�utharC 7t�elof s��aeDsoa w a t�arac 34,46 a9�DpwitD7 aisra Soria 40 davdtwa�K•st i last aad�a 30 Doma's! •aalo`�]�otlu`k�l�1�tiAw��!�atae=ly d am ac S= beftwom (i) 8 = t6� anumht�e Na a06 tt'r•B7 gbthB skit d !p oiebw -ACS/TRC- TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 7 Of 8 LEGAL02/37962495v3 F� Y [j D200254967 AMERICAN TITLE CO �j 6029 BELTLINE RD 9250 DALLAS TX 75240 Y -f A R N I N G—THIS IS PART OF THE OFFICIAL RECORD--D O N O T D E S T R O Y V I N D E X E D -- T A R R A N T C O U N T Y T E X A S SU 2ANNE HEND ERSON -- COUNTY CLERK O F F I C I A L R E C E I P T T O: ATCOD INC AMERICAN TITLE RECEIPT NO REGISTER RECD—BY PRINTED.DATE TIME 201042093 DR2A LW 11/09/2000 10:42 INSTRUMENT FEECD INDEXED TIME 1 D200254967 WD 20001109 10s42 CK 4036 T O T A L S DOCUMENTSs 02 F E E S: 21.00 f " I B Y: ANY PROVISION WHICH RESTRICTS THE SALE RENTAL OR USE OF THE DESCRIBED REAL. PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. •ACS/TRC- TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 8 Of 8 LEGAL02/37962495v3 1 RTC GF4 CO2840 JMM : p by. David A.Brooks,Esq. 14180 Dallas Parkway Suite 1700 Dallas,Texas 75240 ASSIt MWW OFPARxnvG ILAt:1xtIO�TE THE STATE OF TEXAS 0 4 COUNTY OF DALLAS 4 In consideration of the sum of Ten and No/100 Dollars($10.00),and other good and valuable cansideration,the receipt and sufficiency of which ane hereby acknowledged, AETNA LIFE INSURANCE COMPANY,a Connecticut corporation(the'Assignor'), hereby asks and delegates to FORT TOWER I ASSOCIATES HOTEL LUUM PARTNERSHIP,a Delaware limited partnership(ft'Assignee'),and Assignee hereby assumes and accepts the assignment and delegation of,all Assignor's right,dile and Worm as Lessee in and to the leasehold estate created by that certain Lease Agreement dated April 30,1980,between the City of Fort Worth,as Irssar and Hunt Hotel/Fort worth,Ltd.,u Lessee,memorandum of which is recorded in Volume 7093,Page 1644,Deed Records of Tarrant Cowry,Texas,misting to property being more particularly described on Exhibit A attached hereto. Assignor hereby agrees to inderanify Assignee against and hold Assignee harmless from any and all coat,liability,loss,damage or expense,Including,without limitation, reasonable attorneys'fees,originating prior to the date hereof and arising out of Assignor's obligations under the lease. Assignee hereby agnea to indemnify Assignor against and hold Assignor harmless from any and all cost,liability,las,damage or expense,including, without limitatfon,reasonable attorneys'fees,od&uting on or after the date hereof and arising out of Assignee's obligations under such lease. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpre"ort of any provision contained herein,the losing party shall pay the prevailing party's oats and expanses of such litlgadon including,without limitation,reasonable attorneys'fees. 11619 2097 •Yt/Sfe•Sall me:malufo� n.e.:O!/16/ISM vel:muav a.y.:Oa091 v.q.:1 oI■ LEGAL02/37962495v3 IN WITNESS�U REOF„Aasignor and Asknee have cawed this Assignment to be executed and deRvere as of thisllWt day of June,1994. ASSIGNOR AETNA LIFE INSURANCB COMPANY, a Connecticut corporation By: PMrinw naw. i REA�Td2 [CORPORATE SBALI S i I 3 ' I; iSlAmm m condo ad an asst pWI i -2- .1 11619 2098 •rte/xae•raaaari 0ea:000141104 OtV:00/14/1”" set:0011619 P T:=091 1 T:1 W. LEGAL02/37962495v3 w i pitman matimw ham pevlmp pole) ASOMI F ! FORT TOWER I ASSOCIATES HOTEL f LDRM PARTNERSHIP,a Delaware limited parMmhip i BY: FOS Team Tower I Hotel Corp., a Dekwm corporation,Gmenl Partner By: !y Painted awe: - �--- [CORPORATE SEAL] i I� 1 i i i -3- 11619 2099 .11J/SxTliYW2 0m:000141904 dv:00/16/1004 val:0011119 Py z m097 2. :a M■ LEGAL02/379624950 nm STATS OF TEXAS 4 COUNTY OF DALLAS 4 i rete,the under ned authority,on this,l day of June,19%.personally appeared imown to me to be the7r�of AI6l'NA LIFE INSURANCE COMPANY,a Connecticut corporation(the"Corporation"),which Corporation's name is subscribed In the foregoing instrument,and aclmowtedged to me that he executed the foregoing instrument on behalf of the Corpomdoa for the purposes and consideration thewin expressed and In the capacity therein stated. p1'" AMMatfif[L ttq �' �`]d1[� NOTAgY PUbI N Public o>fnm. 9s.ox's My Commission Expires: Printed Name of Notary: [Notarial Seal) I ' -a• IIG19 2100 .9rJ/Sar•Sa99ox nen:OOOSe190e D.vs Oe/Ie/199e vel:0011619 P• : 09097 P• :1 Of e LEGAL02/37962495v3 —,— I THS STATS OF TEXAS ?� 0 COUNTY OF DALLAS 0 Before me the undetsigrTed authority,on dris 134Y day of June,1994,ply j appeared Dano A.'Bs zs known to me to be the r,cc ,u■raT of FGS Texas Tower I Hotel Corp.,Cknad Partner,of FORT TOWS I ASSOCIATES HOTEL, LIMITED PARTNERSHIP,a Delaware limited partnership(the•Pardership`),which i Partnerhship's name is subscribed in the foregoing karumeat,and acknowledged to me that hello executed the foregoing imbwnent on behalf of the ParbtcmWp,os Geraal Pander, n for the purposes and consideration Oterdo in the c gmdty dearin stated. Fubllc RUTH L.LATEEN s,un hexa u*A Twp rrcmruro�rtou.�tss My CommWon Expires: 4fIe�1Ig6 Printed Name of Notary: Qu]T4 L.LAnNEH [Notarial Seal] AM X4Y aJIONATCOtD �1rHOT�Z,�Igyy us -S- i 11619 2101 •rJ/sn filum Um:aaaulaoa LLb:041//Iss� vat: m11u➢ ttipa:Ol091 ttipa:6 c[■ LEGAL02/37962495v3 Parcel a described as follows, Parcel B1 Parking Garage Leasehold fie altblurfaa:e leasehold estate created pursuant to that certain Lease agreement dated ktf t2, 1984 by and ba"en the CLty of Fort March as Lester and Hunt Natal/ last With, Ltd. as lessee, filed under Clerk's File No. :1533 an 3/.5/CL, Tarrant Corny Eacords of Tarrant County. 'rias. Lm nfmr ane •ata sub—#.— Lnsebv!j legate covers and affects the fallauknit described three 131 parcels of real estate: a) The Easterly LR of aladt 114 of Original Town of fart Worth In Torrent County. T42es1 and amorealnr Lass f Ilreugh n In cod stock and the Easterly 1/2 of 1M alley adjoining Sold Lets an Ilia Wast,and beine the tires waste described In the deeds is sae City of port worth r@aaa4d In volume lass,page 1340,Yakima Isla, Page 1311,and Volume list, pegs file H the Tarrant County Dead Beecrdas described by Motu and Ill As follows. i Oaglantre d the Southeasterly earner of said Bteeh 114 of the latenullon of the Westerly 1111 of Main stress sed the NrtMry alas of Ninth atrselt Theme South s0 degrees Will.giant Ilia Southerly line of said !leek 114 and tae said Nerilwry Ube of Ninth 1118641.Igo toot to a paint for oenurt Thence North 30 degrees Waft,alone the middle of said allay. adjoining Logo 1 through Ie an IM Well, 300 feel to the Northerly Une sf Sold Black 114 and Ilia Southerly line of Eighth serest$ Thence Marta 10 degrees Cut,along the said Northerly line Of Block 114 and she mid Southerly line of Eighth street, 100 feet to the Northeasterly corner of said Block 114 and the$614 + Westerly Hat of Main Sgreeq and Thome South,30 dogma Last,areas the Eaetery line of old Bleck 114 and the said Westerly Um of pain street.200 rest to the Plate of beginning, 131 A pert of Black 115 of the Original Town of Fat Worth In Tarrant Cavity.Telae :4onibraelnc all if Lau 3./, .1,1s,14.11 and 19 and a 3. patlon of Lots 1, 3 and 4 In sold Illeal described by Metal and baanda es teNeral Begimlhg et the Natheaslerly nrner of said alaek 116 far She Intaresollos or the southerly Baa of Ekhut stred and the Westerly One of,Commer86 attest and from whleh a tank sat to•Sud plus been North 30 degrees Weal 5 feat and North 40 degrees East"no feels Theme south 30 delriu Eau,dant the taslorl fine of Sold Block Its,along the Easterly Una of Lets 10.11.14 and 13 for the said Wedorb Has of Commerce street, I00 foot to 0 golvanlsed spike for the oemmen East owner of Lots 13 and Ise Theme Seulk 00 degrees West,clang Ibe common line or Bid Late 13 and 13.a distant@ of 100 feel to a galvanized spike for the common vomer of Lots 4.1,R end 131 Things ISM11 30 detraos Last,along the eemmon Has of mid Luta 13 end 4, o divanee of 1-33/140 Isal to•galvanized splkel Theme South So degrees Wast 4.3on0o feet Ian a galvanised spikel (Continued) 1 1619 2102 --1—s raeem 0..:W0141204 dam:0e/14/1w4 o :0011419 *y:mast f.e.: 4 os e LEGAL02/37962495v3 Tlnnde South 34 degress-01 mlmlte-11 stands teal,through. Leta 1. I, S ead 1. a distance of /0-41/110 tat to IM aautbarb Has of 1wt 1 and sold Bloch Illi in a Northerly line Of ninth$Wool !rant whleh a '1!'marked an taarete walk bars South 11 degrees-01 ininule-11 saaottdt But I(soil Thence South 1$degree Nat.alaa�L the sold Somberly 11nS of Let 1 and Black 111 and the Sefd Northerly tin of Ninth Street, 05.13/100 fast to the Southwesterly ewer of Sold Bleak 115 for the latorsedllom of said Northerly line of Ninth Street and the Latarly line of Main Street from whish a tack oat in a lead plug Oran Inch as degree Lest i feel and much . 10 degnar Mut i featl Thane@ North dd*Mai Wai$s ory the Westerly Jim of Lets 1 through I mad the Westerly Has of aW Slash Ili for the sold SsSlariy Bw of Mala Street. 700 fat to the Northwesterly amen of Said Black 116 far the lntersee0m of the sold Easterly ase of !lain Street and the sold Swt%m Use of Eighth Skoog from which a task ON M a load phi Nan South 10 degnea Mat S feet mad North 10 delicate Kest I ftell and Taaeee North Ig degrees Last,slang the Northerly She of Lets 0 and 10 and the Northerly line at amid Blesh lir far the said Southerly Bac of gighth Street. go$ feel to Md place at b"Imlre. (t) The Imasurfaa pertten of Main Street between Bleep 114 snd Sfdck lit of The Original Trwa;ef yam Korth.?onset Crony,Tesu.being South of the$cath i ; right-af-wsy ons of Ilk Street and North of the North righty(-way Sona of 01n strum i AFTER RECORDING, RETURN TO: CHICAGO TITLE INSURANCE COMPANY 7616 LOJ FREEWAY. SUITE 300 DALLAS, TERAS 75251 ATTN: SHARON COOPER Page 2 of 2 ( 1619 2103 LEGAL02/37962495 v3 V M� D194141206 DAVID A BROOKS 14180 DALLAS PINY SUITE 1700 DALLAS, Ta 75240 -N A R N I N G-THIS IS PART OF THE OFFICIAL RECORD--D O N O T D E S T R O Y I N D E X E D -- TARRANT COUNTY TEXAS 1 SU E ANNE HE NDE RS0N -- COUNTY CLERK O F F I C I A L R E C E I P T E T O: RATTININ TITLE COMPANY RECEIPT ND REGISTER RECD—EY PRINTED DATE TIM 194467133 DR93 T003957 06/16/94 11:05 INSTRUMENT FROM INDRS6D TIME 1 D194141206 ND 940616 11:05 C[ 5 CNS I T O T A L.: DOCEMENNTS: 01 F E E as 21.00 1 I B Y. ANY PROVISION TiRI 2 RESTRICTS TUB SALE RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF MOR OR RACE IS INVALID AND UNENFORCEABLE UNOER FEDERAL LRM. I I 11619 2104 •Y9/rn a1sYr pee:OOU191S09 sf.: 09/19/1M9 Yiaa:OOa1919 9.9•e Oa 09) 9y.: W LEGAL02/37962495v3 CITY SECRETARY CONTRACT NO., FIRST AMENDMENT TO LEASE AGREEMENT(PARKING GARAGE LEASE) THIS FIRST AMENDMENT TO LEASE AGREEMENT f%DA GARAGE LEASE)("First Amendment")is entered into on this .'`L day of M;�a ' 2014, by and between THE CITY OF FORT WORTH, a Texas home-rule municipal corporation ("Lessor"), acting herein by and through its duly authorized City Manager, and NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP,a Delaware limited partnership("Lessee"). WITNESSETH: WHEREAS, Lessor and Hunt Hotel/Fort Worth, Ltd., predecessor-in-interest to Lessee, entered into that certain Lease Agreement(Parking Garage Lease) (the"Lease")dated effective as of April 30, 1980 relating to the Leased Property described on Exhibit A attached to the Lease. Unless otherwise expressly provided in this First Amendment,capitalized terms used in this First Amendment will have the same meanings as in the Lease. WHEREAS, Lessee is the Lessee under the Lease pursuant to that certain (i) recorded Assignment of Leasehold Estate, from Aetna Life Insurance Company to Fort Tower I Associates Hotel Limited Partnership pursuant to an Assignment of Parking Leasehold Estate dated June 14, 1994, and (ii)unrecorded Assignment and assumption of Ground Lease by and between Fort Tower I Associates Limited Partnership and Lessee dated October 26,2000;and WHEREAS, Lessor and Lessee desire to extend the term of the Lease and otherwise amend the Lease pursuant to the terms and conditions herein provided. NOW, THEREFORE, for and in consideration of the sum of Ten Dollars($10.00) and other good and valuable consideration paid by each party hereto to the other, the receipt and sufficiency of which are hereby mutually acknowledged, Lessor and Lessee hereby agree as follows: 1. Term. Section 1.02 of the Lease is amended and modified so that the term of the Lease shall be extended by forty(40)years,to expire on April 30,2070. 2. Termination by Lessee. The Lease is amended and modified by inserting the following new Section 1.04: 1.04 Early Termination. Lessee shall have the option to terminate this Lease at any time after April 30, 2030 (the "Earliest Termination Date"), provided Lessee gives notice thereof to Lessor not less than six (6) months prior to the Actual Termination Date(defined below) and provided Lessee is not in default,beyond any applicable cure period, under the Lease at the time of the giving of such notice. Such notice must specify the date (which cannot be prior to the Earliest Termination Date)on which Lessee desires the termination to become effective (the "Actual Termination Date"). Additionally, Lessee's right to terminate hereunder is -1- 9928895v.1139014/00003 RECEIVED APR "1 2014 LEGAL02/37962495v3 conditioned upon the payment in full by Lessee on or before the Actual Termination Date,of all Rent through and including the Actual Termination Date (the "Termination Payment'). Upon payment of the Termination Payment,neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Actual Termination Date, except those which,by the provisions of this Lease,expressly survive the termination of this Lease. 3. Percentage Rent. The first sentence of Section 2.02 is hereby deleted and replaced in its entirety by the following: "For the period of January 1,2014 through the Effective Date, Lessee shall pay to Lessor a percentage rental(the"Percentage Rent")equal to thirty percent (30%) of the annual net profits arising from Lessee's operation of the Leased Property if such Percentage Rent is greater than the Fixed Minimum Rent." 4. Assignment and Subletting. Article 5 of the Lease is deleted in its entirety and the following is substituted in its place: ARTICLE V Assignment and Subletting. 5.01 Lessor's Consent Required. Subject to the remaining provisions of this Article V, but notwithstanding anything to the contrary contained elsewhere in this Lease, Lessee shall not assign any interest in this Lease or sublease or allow any third party to use any portion of the Leased Property (collectively or individually, a "Transfer") without the prior written consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned. Lessor shall not withhold its consent if the Transfer is to an entity that also acquires the adjacent hotel and assignee markets the hotel as a full-service hotel operating under a national chain in at least the upper upscale segment (i.e., Hilton, Marriott, Sheraton or Hyatt),or otherwise maintains a three-star/four-diamond rating. 5.02 No Consent Required. Lessee may assign its entire interest under this Lease to its Affiliate (defined below), a Mortgagee, or to a successor to Lessee by purchase, merger, consolidation or reorganization without the consent of Lessor, provided that all of the following conditions are satisfied in Lessor's reasonable discretion (a "Permitted Transfer"): (1) no uncured event of default exists under this Lease; (2) -2- 9929995v.1 139014/00003 LEGAL02/37962495v3 Lessee's successor shall own all or substantially all of the assets of Lessee; and (3)Lessee shall give Lessor written notice at least ten (10) days prior to the effective date of the proposed Transfer. The term "Affiliate" means any person or entity controlling,controlled by or under common control with Lessee or a publicly traded entity advised by Ashford Hospitality Advisors, LLC. If requested by Lessor, Lessee's Affiliate or successor shall sign a commercially reasonable form of assumption agreement. 5. Maintenance and Replacements. The third sentence of Section 9.01 of the Lease is is hereby deleted and replaced in its entirety with the following sentence: "Lessee, at its sole expense, shall maintain, or cause to be maintained, the foundation, exterior walls, roof and all other structural improvements of the Leased Property described by the Plans in good repair and shall make or cause to be made all such structural repairs and replacements necessary to maintain the Leased Property,ordinary wear and tear excepted." 6. Surrender of Leased Property. The Lease is amended and modified by inserting the following new Section 9.04: 9.04 Surrender of Leased Property. At the expiration or earlier termination of this Lease or Lessee's right of possession,Lessee shall quit and surrender the Leased Property to Lessor, broom clean, and no worse than its current condition, ordinary wear and tear excepted. Lessee shall, at Lessee's expense,engage the services of an engineering firm to perform a property condition report to assess the current condition of the Leased Property. Such engineering firm shall coordinate its inspection of the Leased Property with Landlord's representatives. 7. Lessee's Notice Address. Lessee's addresses for notices in lieu of the notice addresses for Lessee set forth in the Lease are as follows: Lessee: With a copy to: New Fort Tower I Hotel Limited Susan A.Halsey Partnership Jackson Walker L.L.P. c/o Bobby Nandipati 777 Main Street,Suite 2100 Ashford Hospitality Trust Fort Worth,Texas 76102 14185 Dallas Parkway,Suite 1100 Dallas,Texas 75254 -3- 9928895v.1 139014/00003 LEGAL02/37962495v3 8. Hotel and Garage Improvements. Lessee agrees to invest not less than $3,500,000 on or in the Leased Property or the adjacent Hilton Ft. Worth Hotel ("Lessee Investment") by December 31, 2017 ("Investment Deadline"). Lessee's Investment may include, without limitation, expenses necessary for demolition, repairs, alterations, improvements, renewals, replacements to the structure, fagade, mechanical, electrical, heating, ventilation, air conditioning, plumbing or vertical transportations elements soft (design, construction management, project management and other professional fees) and hard costs for capital improvements, as well as costs associated with the renovation and furnishing of guest rooms and corridors (including the 2014 renovation project),ballrooms, meeting space, public areas and the like,or any other expenditures classified as"capital expenditures"under generally- accepted accounting principles or pursuant to Lessee's or Lessee's managers policies implemented across its portfolio. Upon written request from Lessor, Lessee shall provide reasonable documentation evidencing Lessee's Investment. In the event that Lessee fails to make Lessee's Investment by the Investment Deadline, upon written notice from Lessor to Lessee (which notice must be provided prior to March 31, 2018), Lessor's sole and exclusive remedy shall be to increase Rent by the difference between Lessee's actual investment and Lessee's Investment required pursuant to this paragraph which amount shall be amortized over the remaining term of the Lease. By way of example,if Lessee only invests$3,400,000 by the Investment Deadline,Rent will increase by$1923.08 per year($100,000 amortized over 52 years (2070-2018)). 9. Miscellaneous. This First Amendment will become effective only upon its full execution and delivery by Lessor and Lessee. This First Amendment contains the parties' entire agreement regarding the subject matter covered by it and supersedes all prior correspondence, negotiations, and agreements, if any, whether oral or written, between the parties concerning such subject matter. There are no contemporaneous oral agreements, and there are no representations or warranties between the parties not contained in the Lease,as modified by this First Amendment,and neither party is relying upon any warranty,statement or representation not contained in the Lease, as modified by this First Amendment. Except as modified by this First Amendment,the terms and provisions of the Lease will remain in full force and effect, and the Lease, as modified by this First Amendment,will be binding upon and will inure to the benefit of Lessor and Lessee,their successors and permitted assigns. [Remainder of page intentionally left blank.] -4- 9928895v.1 139014100003 LEGAL02/37962495v3 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed on the day and year first written above. LESSOR: OF F 0RT THE CITY OF FORT WORTH,a Texas home-rule municipal corporation,acting herein by and through its V8 $0 duly authorized City Manager By: AUneftd by. Name: 'remy,& .a Cosa _ Title: Ass\sA%,%k K OLA^ — &ry 3.IC r,diDate: jZ'7�I4 LESSEE: NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP,a Delaware limited partnership By: New Fort Tower I GP, LLC, a Delaware limited liability company,its general partner B : Name: David A.Brooks Vice President Title:_ Date: Contract Authorization 'ply/lei -5- 9928895v.1 139014/00003 LEGAL02/37962495v3