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HomeMy WebLinkAboutContract 36482-CA1 CITY SECRETAIIY CONTRACT 140. tff�-CA CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN CITY OF FORT WORTH AND MUSEUM PLACE HOLDINGS, LLC (CITY SECRETARY CONTRACT NO. 364829 AS AMENDED) This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Consent") is entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas; and MUSEUM PLACE HOLDINGS, LLC ("Developer"), a Texas limited liability company; and BANK OF THE OZARKS ("Lender"), a financial institution organized under the laws of the State of Arkansas that is authorized to do business in the State of Texas. RECITALS The City, Developer and Lender hereby agree that the following statements are true and correct and constitute the basis upon which the parties have entered into this Consent: A. The City and Developer previously entered into that certain Economic Development Program Agreement, dated as of January 14, 2008, and Amendment No. 1 thereto, dated as of May 8, 2008 (collectively, the "EDPA") pursuant to which the City agreed to pay Developer certain Program Grants in an amount up to and not to exceed $26,000,000.00 in return for Developer's construction of a mixed-use development located in cultural district of the City, as more specifically outlined in the EDPA (the "Development"). The EDPA is a public document on file in the City Secretary's Office as City Secretary Contract Nos. 36482 and 37066. B. Section 10 of the EDPA allows Developer to assign its rights and obligations under the EDPA to a financial institution or other lender for purposes of granting a security interest in the Development and/or Development Property without the approval of the City Council, provided that (i)the City is first provided with copies of all loan agreements, deeds of trust, and other documents between Developer and the financial institution or other lender relating to such security interest and (ii) Developer and the financial institution or other lender first execute a written agreement with the City governing the rights and obligations of the City, Developer, and the financial institution or other lender with respect to such security interest. C. Developer wishes to obtain a loan from Lender in order to finance construction of the Development (the "Loan"). As security for the Loan, certain agreements between Developer and Lender governing the Loan and dated May 12, 2008, including, but not limited to,that certain Loan Agreement and that certain Deed of Trust, Pagel of 5 LOFFICIAL ORD Consent to Assignm ent of Economic Development Program Agreement for Security Purposes with Museum Place Holdings,LLC and Bank of the Ozarks ARY rx Assignment of Leases and Rents, Security Agreement and Fixture Filing (collectively, the "Loan Documents") require that Developer assign, transfer and convey to Lender all of Developer's rights, interest in and to the EDPA until such time as Developer has fully satisfied all duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's security interest in the EDPA (the"Assignment"). D. The City is willing to consent to this Assignment specifically in accordance with the terms and conditions of this Consent. AGREEMENT 1. The City, Developer and Lender hereby agree that the recitals set forth above are true and correct and form the basis upon which the City has entered into this Consent. 2. The City hereby consents to the Assignment at the request of Developer and Lender solely to for the purpose of Lender's securing the Loan pursuant to and in accordance with the Loan Documents. Notwithstanding such consent, the City does not adopt, ratify or approve any of the particular provisions of the Loan Documents and, unless and to the extent specifically acknowledged by the City in this Consent, does not grant any right or privilege to Lender or any assignee or successor in interest thereto that is different from or more extensive than any right or privilege granted to Developer under the EDPA. 3. In the event that the City is required by the EDPA to provide any kind of written notice to Developer, including notice of breach or default by Developer, the City shall also provide a copy of such written notice to Lender, addressed to the following, or such other parry or address as Lender designates in writing, by certified mail, postage prepaid, or by hand delivery: Attn: Dan Thomas Bank of the Ozarks 5949 Sherry Lane, Suite 1075 Dallas, TX 75206 Phone: 214.750.7800 with a copy to: Attn: Doris Mantooth Bank of the Ozarks 6th and Commercial P.O. Box 196 Ozark, AR 72949 Page 2 of 5 Consent to Assignment of Economic Development Program Agreement for Security Purposes with Museum Place Holdings,LLC and Bank of the Ozarks or such other address(es) as Lender may advise City from time to time. 4. If Developer fails to cure any default under the EDPA, other than a default arising under Section 6.1.1 or 6.1.2 of the EDPA, the City agrees that Lender, its agents or designees shall have an additional thirty (30) calendar days or such greater time as may specifically be provided under the EDPA to perform any of the obligations or requirements of Developer imposed by the EDPA and that the City will accept Lender's performance the same as if Developer had performed such obligations or requirements; provided, however, that in the event such default cannot be cured within such time, Lender, its agents or designees, shall have such additional time as may be reasonably necessary if within such time period Lender has commenced and is diligently pursuing the remedies to cure such default. If a default arises under Section 6.1.1 or Section 6.1.2 of the EDPA, Lender shall have no additional time to cure such default, except as may be agreed to by the City in its reasonable discretion. 5. If at any time Lender wishes to exercise any foreclosure rights under the Loan Documents, before taking any foreclosure action Lender shall first provide written notice to the City of such intent and a statement that Lender intends to assume the EDPA (an "Assumption Notice"). Lender shall copy Developer on the Assumption Notice and deliver such Assumption Notice to Developer by both first class and certified mail return receipt concurrent with its transmittal of the Assumption Notice to the City and represent in the Assumption Notice that it has done so. Notwithstanding anything to the contrary in the Loan Documents, or any statements in an Assumption Notice, except as specifically permitted pursuant to Section 10 of the EDPA, Lender shall have no right to assign, transfer or convey any of its rights or interests in the EDPA to any other party without the City Council's written consent, which shall not be unreasonably withheld or delayed, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the obligations of Developer under the EDPA and (ii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume all covenants and obligations of Developer under the EDPA 6. (a) Developer executed Amendment No. 1 to the EDPA on April 25, 2008 and the City executed such Amendment No. 1 on May 8, 2008. Otherwise, the EDPA has not been altered, amended or modified since the date of its original execution, and is presently in full force and effect. (b) As of the date of execution of this Consent, neither the City nor Developer is in default under the terms, conditions, covenants and obligations of the EDPA. (c) Unless Developer has fully satisfied all duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's security interest in the EDPA, Developer will not request or consent to an amendment to the EDPA without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. Psae 3 of 5 a-- Consent to Assignment of Economic Development Program Agreement for Security Purposes with Museum Place Holdings.LLC and Sank of the Ozarks 7. In the event of any conflict between this Consent and the EDPA, this Consent shall control. In the event of any conflict between this Consent and any of the Loan Documents, this Consent shall control. In the event of any conflict between the EDPA and any of the Loan Documents,the EDPA shall control. 8. This Consent may not be amended or modified except by a written agreement executed by all of the parties hereto. Developer and Lender covenant and agree that they will not amend any of the Loan Documents, or assign any rights and/or obligations thereunder, without the prior written consent of the City. Notwithstanding anything to the contrary in the Loan Documents, an amendment to any of the Loan Documents shall not constitute an amendment to this Consent or the EDPA. 9. Once Developer has fully satisfied all duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's security interest in the EDPA, Lender shall provide written notice to the City that Lender has released such security interest, in which case this Consent shall automatically terminate. 10. This Consent shall be construed in accordance with the laws of the State of Texas. Venue for any action arising under the provisions of this Consent shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 11. Capitalized terms used but not specifically defined in this Consent shall have the meanings ascribed to them in the EDPA. 12. This written instrument contains the entire understanding and agreement between the City, Developer and Lender as to the matters contained herein. Any prior or contemporaneous oral or written agreement concerning such matters is hereby declared null and void to the extent in conflict with this Consent. 13. Any subsequent Lender shall execute a consent form similar in content to this Consent form and provide the City with a copy of an assignment of Developer's rights in the EDPA as a condition of its rights to an assignment of this EDPA. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE] Page 4 of 5 Consent to Assignment of Economic Development Program Agreement for Security Purposes with Museum Place Holdings,LLC and Bank of the Ozarks CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By:- By: Tom Higgins Peter Vaky �C Assistant City Manager Assistant City Attorney Date: zoo.? M&C: none required F01 MUSUEM PLACE HOLDINGS, O LL a T as limite liability company: `� M By: �• l chard Garvey 0 Manager x� Date: � �� 008 BANK OF THE OZARKS, an Arkansas financial institution: By: ( � --_ Dan Thomas President, Real Estate Specialties Group Dater 1 q � Z,00 A L RECORD ECRETARY RTH, TX Page 5of5 Consent to Assignment of Economic Development Program Agreement for Security Purposes with Museum Place Holdings,LLC and Bank of the Ozarks COLLATERAL ASSIGNMENT:OF ECONOMIC DEVELOPMENT AGREEMENT This COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT AGREEMENT ("Assignment") is executed as of the 10th day of July, 2008, by MUSEUM PLACE HOLDINGS, a Texas limited liability company(hereinafter called "Assignor"), whose mailing address is 2918 Wingate Street, Fort Worth, Texas 76107 to BANK OF THE OZARKS (hereinafter called "Assignee"), whose mailing address is 5949 Sherry Lane, Suite 1075, Dallas, Texas 75206. WITNESSETH : WHEREAS, pursuant to a Loan Agreement of even date herewith by MUSEUM PLACE GROUP 1, LTD., a Texas limited partnership, as borrower (the `Borrower'), and Assignee, as lender (hereinafter called the "Loan Agreement"), Borrower has issued and delivered to Assignee that certain Promissory Note of Borrower of even date herewith in the principal amount of FORTY-TWO MILLION FIVE HUNDRED TWENTY FIVE THOUSAND AND N01100 DOLLARS ($42,525,000.00), bearing interest as specified therein (said-note together with any and all renewals, modifications and extensions thereof being hereinafter called the "Note"), evidencing that certain loan (hereinafter called the "Loan") to be made in several advances up to the maximum principal amount of$42,525,000.00; WHEREAS, Assignor is the owner of a direct or indirect interest in Borrower, and Assignor will directly benefit from Assignee's making the Loan to Borrower; and WHEREAS, in order to induce Assignee to make the Loan, Assignor is desirous of assigning to Assignee, as additional security for the Loan, all of Assignor's rights to payments, incentives, grants, tax credits, reimbursements and proceeds arising from the acquisition or the development of the Land(as defined in the Loan Agreement) or the Improvements (as defined in the Loan Agreement) under that certain Economic Development Program Agreement by and between Assignor and the City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the state of Texas, dated as of January 14, 2008, as amended (the "Economic Incentive Agreement NOW, THEREFORE, as an inducement to Assignee to enter into the Loan Agreement and to make the Loan. to Borrower as described therein, and to extend such additional credit to Borrower as Assignee may from time to time agree to extend, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows (capitalized terms used but not otherwise defined herein shall have those meanings ascribed to them in the Loan Agreement): 1. Assignment. Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns, all of Assignor's rights, title and interest in and to all payments, incentives, grants, tax credits,reimbursements and proceeds arising from the acquisition or the development of the Land (as defined in the Loan Agreement and more particularly described on Exhibit A attached hereto and incorporated herein by reference) or the Improvements pursuant to the Economic Incentive Agreement(380) (collectively,the"380 Collateral"). COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT AGREEMENT-Page 1 H:V'nBank of the Ozarks--3274\ClosedVaGee Museum Place-7\Loan Documents\Post-Closing Loan Documents\21a Economic Incentive Agreement(380)PLssignment(Exhibit I to Loan Agreement).DOC 2. Security Interest. These presents are given to additionally secure Borrower's full and complete payment and performance of all Obligations under the Note, the Loan Agreement and any other instrument evidencing or securing the Loan (collectively, the "Loan Documents"). This Assignment shall also constitute a security agreement with respect to the 380 Collateral, and shall be, during the existence of the Loan Documents, a first and prior security interest under the Uniform Commercial Code of Texas (the "UCC") as to the 380 Collateral. In this regard, Assignor has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Assignee, a first and prior security interest in and to the 380 Collateral, to secure the full and timely payment of the Indebtedness and the full and timely performance and discharge of the Obligations. Assignor hereby agrees to execute and deliver to Assignee, in form and substance satisfactory to Assignee, such financing statements and such further assurances as Assignee may, from time to time, reasonably consider necessary to create, perfect and preserve Assignee's security interest herein granted, and Assignee may cause such financing statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Assignor further hereby irrevocably appoints Assignee as Assignor's attorney-in-fact, such power of attorney being coupled with an interest, with full authority in the place and stead of Assignor and in the name of Assignor or otherwise, for the purpose of executing, recording and filing any financing statements or other instrument as may be required or permitted by law or reasonably deemed necessary by Assignor to so create, perfect and preserve the security interest granted hereunder and to file any claims or take any action or institute any proceedings which Assignor may deem reasonably necessary or appropriate for the collection and/or preservation of the 380 Collateral or otherwise to enforce the rights of Assignor with respect to the 380 Collateral. Assignor will defend at its expense Assignee's right, title and security interest in and to the 380 Collateral against the claims of any third party. 3. Representations and Covenants. Assignor hereby represents, warrants and agrees that: (a) Assignor has good and marketable title to the 380 Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for the security interest created by this Assignment. No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the 380 Collateral. Assignor has the right, power and capacity to make this Assignment and that no person, firm or corporation other than Assignor has or will have any assignment, lien, security interest or other claim to Assignor's rights under the Economic Incentive Agreement(380). (b) Assignor will, at Assignor's sole cost and expense, perform and discharge all of Assignor's obligations and undertakings under the Economic Incentive Agreement (380). (c) Assignor will not without the prior written consent of Assignee (i)pledge, transfer, mortgage or otherwise encumber or assign any portion of the Economic Incentive Agreement (380) with respect to the 380 Collateral; or (ii) materially modify, extend or in any way alter the terms of any of the Economic Incentive Agreement(380). COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT AGREEMENT-Page 2 H:UT%Bank of the Ozarks—3274\Closed\JaGee Museum Place—7\Loan Documents\Post-Closing Loan Documents\2la Economic Incentive Agreement(380)Assignment(Exhibit I to Loan Agreement).DOC (d) Any Event of Default hereunder shall constitute and be deemed to be an "Event of Default" under the Loan Documents so as to entitle Assignee to exercise any and all of the rights and remedies thereunder, including the right to declare all sums payable under the Note immediately due and payable without notice or demand. (e) There are no existing defaults under the Economic Incentive Agreement (380). (f) Assignor will give Assignee at least 30 days' prior written notice of(i) any change in Assignor's name, identity or corporate structure and (ii) any reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of Assignor. (g) Assignor shall receive in trust for the benefit of Assignee any and all 380 Collateral received by Assignor and shall promptly deposit such 380 Collateral into a segregated interest bearing deposit account maintained with Assignee. All interest earned on such deposit account shall become part of the 380 Collateral as additional security for the Loan, which shall be released in accordance with Section 12 below. (h) Assignor shall keep correct and accurate records regarding its receipt of any and all 380 Collateral and shall upon the request of Assignee provide Assignee at Assignor's reasonable cost and expense copies of Assignor's books and records pertaining to the 380 Collateral. 4. Assignee Disclaimer. These presents shall not be deemed or construed to obligate Assignee to take any action hereunder, to incur expenses or to perform or discharge any obligation, duty or liability hereunder or under the Economic Incentive Agreement(380). 5. Further Assurances. Until the Loan and all indebtedness evidenced by the Note shall have been paid in full, Assignor will from time to time execute and deliver unto Assignee upon demand any and all writings that Assignee may reasonably deem necessary or desirable to carry out the purpose and intent hereof, or to enable Assignee to enforce any right or rights hereunder. 6. Default. The term "Event of Default" as used herein shall mean the occurrence of any one or more of the following: (a) If a default or Event of Default shall occur under any of the Loan Documents which continues beyond any applicable grace or cure period; (b) If a default should occur pursuant to the Economic Incentive Agreement (380)beyond any applicable notice and cure period; (c) If at any time any representation or warranty made by Assignor herein shall be materially incorrect at any time; (d) The failure of Assignor to timely and properly observe, keep or perform any covenant or agreement required hereunder; COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT AGREEMENT-Page 3 H:V'RBank of the Ozarks—3274\Closed\JaGee Museum Place—7\Loan Documents\Post-Closing Loan Documents\2I a Economic incentive Agreement(380)Assignment(Exhibit I to Loan Agreement).DOC (e) If Assignor (i) shall execute an assignment for the benefit of creditors or an admission in writing by Assignor of Assignor's inability to pay, or Assignor's failure to pay, debts generally as the debts become due; (ii) shall allow the appointment of a receiver, trustee or custodian of Assignor or of the 380 Collateral or any part thereof, which receiver, trustee or custodian is not discharged within sixty (60) days after the appointment; (iii) files as a debtor a petition, case,proceeding or other action pursuant to, or voluntarily seeks of the benefit or benefits of any Debtor Relief Law, or takes any action in furtherance thereof; (iv) allows the filing of a petition, case, proceeding or other action against Assignor as a debtor under any Debtor Relief Law or seeks appointment of a receiver, trustee,custodian or liquidator of Assignor or of the 380 Collateral, or any part thereof, or of any significant portion of Assignor's other property and (a)Assignor admits, acquiesces in or fails to contest diligently the material allegations thereof, or (b) the petition, case, proceeding or other action results in the entry of an order for relief or order granting the relief sought against Assignor, or (c) the petition, case, proceeding or other action is not permanently dismissed or discharged on or before the earlier of trial thereon or sixty(60) days next following the date of filing. (f) If Assignor shall dissolve,terminate, or liquidate. 7. Action by Assignee. Assignee agrees that it will not exercise its rights under this Assignment unless and until there is an Event of Default hereunder or under any of the Loan Documents or upon the occurrence of an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default hereunder or under any of the Loan Documents. 8. Remedies. Assignor, upon the occurrence of an Event of Default, shall be entitled to all remedies available under applicable law with respect to the assignment and security interest herein granted, including, without limitation: (a) Assignor may exercise in respect of the 380 Collateral all the rights and remedies of a secured party under the Code; (b) Assignor may reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest granted hereunder by any available judicial procedure; or (c) Assignor may retain the 380 Collateral in partial satisfaction of the Indebtedness then outstanding in accordance with Section 7.4 of the Lien Instrument. 9. DUTY; INDEMNITY. ASSIGNEE SHALL NOT BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION OR DUTY TO BE PERFORMED OR DISCHARGED BY ASSIGNOR UNDER THE ECONOMIC INCENTIVE AGREEMENT (380); AND ASSIGNOR HEREBY AGREES TO INDEMNIFY ASSIGNEE FOR, AND TO ;SAVE ASSIGNEE HARMLESS FROM, ANY AND ALL LIABILITY ARISING FROM THE ECONOMIC INCENTIVE AGREEMENT (380) OR FROM THIS ASSIGNMENT UNLESS DUE TO THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ASSIGNEE. COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT AGREEMENT-Page 4 H:U"I\Bank of the Ozarks—3274\Closed\IaGee Museum Place—7\Loan Documents\Post-Closing Loan Documents\21a Economic Incentive Agreement(380)Assignment(Exhibit I to Loan Agreement).DOC 10. No Waiver. The failure of Assignee to enforce any of the terms, covenants or conditions hereof shall not be construed or deemed to be a waiver of any rights or remedies hereunder. Assignee shall have the full right,power and authority to enforce this Assignment, or any of the terms, covenants or conditions hereof, at any time or times that Assignee shall deem fit. 11. Notices. All notices required or permitted to be given hereunder at the addresses of Assignor and Assignee as provided above shall be deemed to have been duly given if given in accordance with the notice provisions of the Loan Agreement. 12. Defeasance. The full performance by Borrower under the Loan Agreement and the payment by Borrower to Assignee of the Release Payment (Condo) and the Release Payment(380) as provided in Section 9.2 of the Loan Agreement shall render this Assignment of no further force or effect. 13. Binding Effect. This Assignment applies to and binds the parties hereto and their respective heirs, legal representatives, successors and assigns. Any provisions in any other agreement creating rights in Assignee other than those created herein shall be deemed incorporated herein by reference and made a part hereof for all purposes. 14. ENTIRE AGREEMENT. THIS ASSIGNMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS INSTRUMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN WRITING EXECUTED BY THE PARTIES HERETO. 15. WAIVER OF RIGHT TO TRIM. BY JURY. ASSIGNOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN AN ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT OF ANY OF THE LOAN DOCUMENTS OR THE ACTS OR FAILURE TO ACT OF OR BY ASSIGNEE IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS ASSIGNMENT OR THE OTHER LOAN DOCUMENTS. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY ASSIGNOR. 16. NOTICE OF INDEMNIFICATION. ASSIGNOR HEREBY ACKNOWLEDGES AND AGREES THAT THIS ASSIGNMENT CONTAINS CERTAIN INDEMNIFICATION PROVISIONS, INCLUDING, BUT NOT LIMITED TO SECTION 9 HEREOF WHICH MAY, IN CERTAIN INSTANCES, INCLUDE INDEMNIFICATION BY ASSIGNOR OR OTHERS AGAINST ASSIGNEE'S OWN NEGLIGENCE. Remainder of Page Intentionally Blank. Signature Page Follows. COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT AGREEMENT-Page 5 H:VT\Bank of the Ozarks--3274\Closed\JaGee Museum Place--7\Loan Documents\Post-Closing Loan Documents\21a Economic Incentive Agreement(380)Assignment(Exhibit l to Loan Agreement).DOC IN WITNESS WHEREOF, Assignor has caused this instrument to be executed as of the date first above written. ASSIGNOR: MUSEUM PLACE HOLDINGS, LLC, a Texas limited company By: + N e: Richard F. Garve Its: Manager Signature Page to Economic Incentive Agreement(380)Assignment COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT AGREEMENT-SS-1 EXHIBIT A TRACT 1 (Tract A2 Land): Lots 19 and 20, Block 4, WM. J. BAILEY ADDITION to the City of Fort Worth, Tarrant County, Texas, according to plat recorded in Volume 310, Page 61, Deed Records of Tarrant County, Texas. TRACT 2 (Tract B 1 Land): Leasehold estate created as set out in that certain lease agreement dated February 14, 2007 by and between Barney Holland Oil Company, as Landlord, and Museum Place Block B1, Ltd., as Tenant, as amended, as reflected in that certain Memorandum of Lease filed for record February 5, 2008 under Clerk's File No. D208041944, Deed Records of Tarrant County,Texas, as to the following described property: BEING all of Lot A and a portion of Lot B, Block 1, of The Van Zandt Hillside Addition to the City of Fort Worth,Tarrant County, Texas, as recorded in Volume 204, Page 4, Plat Records,Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a tack in a lead plug found at the southwest property corner of the tract herein described and the southeast property corner of that certain tract of land described by deed to PNYX Ltd., as recorded in Document Number D206345295, County Records, Tarrant County, Texas, and being in the northerly right-of-way line of Camp Bowie Boulevard(a variable width right-of-way); THENCE N 00002'14"W, 112.05 feet along the east property line of said PNYX tract to a"Y" cut in concrete found, being in the south right-of-way line of West Seventh Street (an 80' right-of-way at this point); THENCE East, 220.31 feet along the north line of said Block 1 to a 5/8 inch iron rod with plastic cap stamped"Carter&Burgess" set for the northeast comer of said Lot A, Block 1, and being in the northerly right-of-way line of the aforementioned Camp Bowie Boulevard; THENCE S 63°02'06"W, 247.10 feet along the northerly right-of-way line of said Camp Bowie Boulevard to the POINT OF BEGINNING and containing 12,342 square feet or 0.283 acres of land more or less. TRACT 3 (Traci;D Land): Lot 1R, Block 2, WM. J. BAILEY ADDITION to the City of Fort Worth,Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 11939, Deed Records of Tarrant County, Texas.