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Home My WebLink AboutContract 45826 w ro deJqs C GROUND LEASE ESTOPPEL AND AGREEMENT WHEREAS, The City of Fort Worth, a Texas home-rule municipal corporation ("Landlord") is the holder of the landlord's interest in that certain Lease Agreement, dated as of April 30, 1980, as assigned pursuant to that certain Assignment of Parking Leasehold Estate, dated 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 (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 Morgan Stanley Bank, N.A., a national banking association (such entity and its successors and 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 First Mezzanine Loan Agreement (the "First Mezzanine Loan Agreement") between Ashford Pool A Senior Mezz LLC, a Delaware limited liability company ("First Mezzanine Borrower"), and Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company (such entity and its successors and assigns, "First Mezzanine Lender"), First Mezzanine Lender has made a loan to First Mezzanine Borrower(the "First Mezzanine Loan"), which First Mezzanine Loan is secured by, among other things, a First Mezzanine Pledge and Security Agreement from First Mezzanine Borrower pursuant to which First Mezzanine Lender is granted a first priority security interest in all of First Mezzanine Borrower's ownership interest in Borrower, Borrower's general partner and certain affiliates of Borrower (the "First Mezzanine Pledge Agreement"). The First Mezzanine Loan Agreement, the First Mezzanine Pledge Agreement and all other documents executed and/or delivered in connection with the First Mezzanine Loan are referred to herein, collectively, as the "First Mezzanine Loan Documents"); WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Second Mezzanine Loan Agreement (the "Second Mezzanine Loan Agreement") between Ashford Pool A Junior Mezz LLC, a Delaware limited liability company ("Second Mezzanine Borrower"; First Mezzanine Borrower and Second Mezzanine Borrower, individually and/or collectively, as the context may require, "Mezzanine Borrower"), and Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, having an address at 1585 Broadway, New York, New York 10036 (such entity and its successors and assigns, "Second Mezzanine Lender"; the First Mezzanine Lender and the Second Mezzanine Lender, individually and/or collectively, as the context may require, "Mezzanin Mezzanine Lender has made a loan to Second Mezzanine Borrower (the "Second Mezzanine Loan"; the First Mezzanine Loan and the Second Mezzanine Loan, individually and/or collectively, as the context may require, the "Mezzanine Loan"), which Second Mezzanine Loan is secured by, among other things, a Second Mezzanine Pledge and Security Agreement from Second Mezzanine Borrower pursuant to which Second Mezzanine Lender is granted a first priority security interest in all of Second Mezzanine Borrower's ownership interests in First Mezzanine Borrower(the "Second Mezzanine Pledge Agreement"; the First Mezzanine Pledge Agreement and the Second Mezzanine Pledge Agreement, individually and/or collectively, as the context may require, the "Pledge Agreement"). The Second Mezzanine Loan Agreement, the Second Mezzanine Pledge Agreement and all other documents executed and/or delivered in connection with the Second Mezzanine Loan are referred to herein, collectively, as the "Second Mezzanine Loan Documents"; the First Mezzanine Loan Documents and the Second Mezzanine Loan Documents, individually and/or collectively, as the context may require, "Mezzanine Loan Documents"); 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 25th day of July, 2014 as follows: 1. 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). (j) 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. When sending notice to Mortgage Lender send to: Morgan Stanley Bank,N.A. 1585 Broadway,New York,NY 10036 Attention: Stephen Holmes Facsimile No. 212.507.4859 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 1585 Broadway,New York,NY 10036 Attention: Stephen Holmes Facsimile No. 212.507.4859 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 6.01 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 11 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 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, and as assigned by Ashford TRS Lessee III LLC, as assignor, to Ashford TRS Pool A LLC, a Delaware limited liability company, as assignee (collectively, the "Operating Lease"). 12. 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. 13. 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. 14. 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 By: Name: ,�,. �t Title: p14 v [SIGNATURES CONTINUE ON FOLLOWING PAGE] Mary J. Ka. se City Q06000 0 00 a o 0 0 6 _ O ® �O OFFICIAL RECORD ®�b�bOtlO�>p�o I i I MI SECRETARY ACCEPTED AND AGREED TO: TENANT: NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP, a Delaware limited partnership By: Ashford Pool A GP LLC, a Delaware limited liability company, its general partner Name: "David Brooks Title: Vice President STATE OF , )ss.. COUNTY OF ) m before me on the day of'µ 2014, by - g , ".: ge This instrument was ac snow e of ,°"'" ..., on behalf of said [SEAL] Notary Public in and for the State of ,w My Commission Expires: " Print name of Notary Public: V Zvv 1,A- — 4W i,e., � OfM I`✓rr�o 2 !wn v�rcau;�,aow.wix,�:u �r� nrvra�.Mrvmvu x m.v.��, i I, i I, 1 i i i STATE OF . ) )ss.: COUNTY OF -2 ) This instrument was acknowledged before me on the day of J�till , 2014, by David Brooks, Vice President of Ashford Pool A GP LLC, a Delaware limited liability company, on behalf of said limited liability company, which corporation is the general partner of and acknowledged this instrument on behalf of New Fort Tower I Hotel Limited Partnership, a Delaware limited partnership. [SEAL] '' µ a-I'k-Pe Ruth Shumwq 0M ,ems Commission Expires otary Public m and the State of 04-21-2016 A My Commission Expires: / Print name of Notary Public: EXHIBIT A LEGAL DESCRIPTION (attached hereto) LGGAL02/34960746v3 TRACT 1: (Fee Simple) HOTEL TEXAS TRACT AND THE TESCO OFFICE TRACT BEING a part of Block 112 of Original Town of Fort Worth in Tarrant County, Texas; and embracing Lots 1 through 4 and Lots 9 through 12 in said Block 112 (the "Hotel Texas Tract") and also embracing Lots 5 through 8 in Block 112 (the "TESCO OFFICE TRACT") described in the deed to New Fort Tower I Hotel Limited Partnership recorded in Volume 14606, Page 515 of the Deed Records of Tarrant County, Texas and being described by metes and bounds as follows: BEGINNING at the Northwesterly corner of Block 112 and Lot 8, being the intersection of the Easterly line of Main Street and the Southerly line of East Seventh Street from which a tack in lead plug bears North 30 degrees West 5 feet and another tack in lead plug bears South 60 degrees West 5 feet; THENCE North 60 degrees East, along the Northerly line of said Lot 8 and the said Southerly line of East Seventh Street, 100 feet to the common North corner of Lots 8 and 16; THENCE South 30 degrees East, along the Easterly line of Lots 8, 7, 6 and 5 and the Westerly line of Lots 16, 15, 14 and 13, a distance of 100 feet to the common corner of Lots 5, 13, 12 and 4; THENCE North 60 degrees East, along the Northerly line of Lot 12 and the Southerly line of Lot 13, a distance of 100 feet to their common East corner in the Westerly line of Commerce Street; THENCE South 30 degrees East, along the Easterly line of Lots 12, 11, 10 and 9 and the said Westerly line of Commerce Street, 100 feet to the Southeasterly corner of said Block 112 and Lot 9 from which a tack in lead plug bears North 60 degrees East 5-4/10 feet and South 30 degrees East 5 feet; THENCE South 60 degrees West, along the Southerly line of Lots 9 and 1 and the Northerly line of former East Eighth Street, 200 feet to the Southwesterly corner of said Block 112 and Lot 1 from which a tack in lead plug bears South 30 degrees East 5 feet and South 60 degrees West 5 feet; THENCE North 30 degrees West, along the Westerly line of Lots 1, 2, 3, 4, 5, 6, 7 and 8 and the said Easterly line of Main Street, 200 feet to the Place of Beginning and Containing 30,000 square feet, more or less. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. TRACT 2: Intentionally deleted. TRACT 3: (Leasehold Estate) SEIBOLD LEASEHOLD ESTATE Leasehold Estate as created in Lease Agreement executed by and between Charles W. Seibold, George W. Seibold, Jr. and Ted Seibold and The Fort Worth National Bank, dated March 26, 1960, filed June 7, 1960, and recorded in Volume 3451, Page 26, Real Property Records, Tarrant County, Texas; as Assigned and Amended by instruments recorded in Volume 3566, Page 69; Volume 4584, Page 853; Volume 4717, Page 862; Volume 4717, Page 868; Volume 4717, Page 873; Volume 4717, Page 879; Volume 6763, Page 1391; Volume 6763, Page 1422; Volume 6806, Page 425; Volume 6906, Page 1689; Volume 10113, Page 62; Volume 11619, Page 2088 and Volume 14606, Page 518, Real Property Records, Tarrant County, Texas. Said property being described as follows: BEING a part of Block 112 of Original Town of Fort Worth in Tarrant County, Texas; and embracing Lots 13 through 16 in said Block (the "Seibold Tract") described in the deed to Hunt Hotel/Fort Worth Ltd. recorded in Volume 6763, Page 1413 of the Tarrant County Deed Records, more particularly described by metes and bounds as follows: BEGINNING at the Northeasterly corner of said Block 112 of said Lot 16, being the intersection of the West line of Commerce Street with the South line of East Seventh Street from which a tack in lead plug bears North 60 degrees East 5-4/10 feet and North 30 degrees West 5 feet; THENCE South 30 degrees East, along the East line of said Lots 16, 15, 14 and 13 and said West line of Commerce Street, 100 feet to the Southeast corner of said Lot 13; THENCE South 60 degrees West, along the South line of said Lot 13 and the North line of Lot 12, a distance of 100 feet to the common corner of Lots 12, 13, 4 and 5; THENCE North 30 degrees West, along the West line of said Lots 13, 14, 15 and 16 and the East line of Lots 5, 6, 7 and 8, a distance of 100 feet to the common North corner of said Lot 16 and Lot 8 in the North line of said Block 112 and the South line of said East Seventh Street; THENCE North 60 degrees East, along the North line of said Lot 16 and the South line of said East Seventh Street, 100 feet to the Place of Beginning and Containing 10,000 square feet, more or less. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. TOGETHER WITH rights of use of Seventh Street Bridge as set out in Continental Plaza Improvements recorded in Volume 7186, Page 1236, Deed Records, Tarrant County, Texas, as affected by 7th Street Bridge Agreement as recorded in Volume 7098, Page 534, Deed Records, Tarrant County, Texas, TRACT 4: (Fee Simple) STREETS ADJACENT TO HOTEL TEXAS TRACT AND THE TESCO OFFICE TRACT BEING that one-half(1/2) portion of Eighth Street, Main Street, Seventh Street and Commerce Street which adjoins the Hotel Texas Tract and the TESCO Office Tract, described in the deed to New Fort Tower I Hotel Limited Partnership recorded in Volume 14606, Page 515 of the Deed Records of Tarrant County, Texas and described by metes and bounds as follows: BEGINNING at the Southeasterly corner of said Block 112 at the intersection of the Northerly line of said Eighth Street and the Westerly line of said Commerce Street; THENCE North 30 degrees West, along the East line of said Block 112 and the said Westerly line of Commerce Street, 100 feet to the common East corner of Lots 12 and 13 in said Block; THENCE North 60 degrees East 39-97/100 feet to the middle of Commerce Street; THENCE along the said middle of Commerce Street: South 29 degrees 59 minutes 30 seconds East 100-01/100 feet; South 29 degrees 59 minutes 39 seconds East 30-10/100 feet to the middle of Eighth Street; THENCE along the said middle of Eighth Street: South 60 degrees 07 minutes 49 seconds West 39-95/100 feet; South 60 degrees no minutes 10 seconds West 200 feet; South 59 degrees 59 minutes 55 seconds West 39-98/100 feet to the middle of Main Street; THENCE along the said middle of Main Street: North 29 degrees 57 minutes 59 seconds West 30-01/100 feet; North 30 degrees West 199- 994/1000 feet; North 30 degrees no minutes 51 seconds West 30-03/1000 feet to the middle of Seventh Street; THENCE along the said middle of Seventh Street: North 60 degrees no minutes 21 seconds East 39-98/100 feet; North 60 degrees no minutes 38 seconds East 99-99/100 feet; THENCE South 30 degrees East 30-01/100 feet to the North line of Block 112 and the Southerly line of Seventh Street at the common North corner of Lots 8 and 16; THENCE South 60 degrees West, along the said North line of Block 112 and the Southerly line of Seventh Street, 100 feet to the Northwesterly corner of Block 112; THENCE South 30 degrees East, along the Westerly line of Block 112 and the Easterly line of said Main Street, 200 feet to the Southwesterly corner of said Block 112; THENCE North 60 degrees East, along the Southerly line of Block 112 and the Northerly line of said Eighth Street, 200 feet to the Place of Beginning and Containing 24,594 square feet, more or less. TOGETHER WITH the rights that constitute interests in real property granted in that certain License Agreement between the City of Fort Worth and the Fort Worth Chamber Development Corporation, dated July 3, 1968, filed July 3, 1979, and recorded in Volume 6763, Page 1363, Real Property Records, Tarrant County, Texas. OVERHEAD PASSAGEWAY BEING that certain above ground passageway (the "Overhead Passageway") connecting the Hotel Texas Tract and the Executive Wing Tract, being more particularly described as follows: BEING part of Commerce Street between Blocks 111 and 112 of Original Town of Fort Worth in Tarrant County, Texas; and embracing that portion of Commerce Street described as Parcel 3 (Overhead Passageway) described in the deed to New Fort Tower I Hotel Limited Partnership recorded in Volume 14606, Page 515 of the Tarrant County Deed Records, above which the Overhead Passageway connecting the improvements on, and being between Blocks 111 and 112 is located, being located above the surface of the following described realty; COMMENCE at the Southeasterly corner of said Block 112 being the intersection of the North line of East Eighth Street and the West line of Commerce Street and then run North 30 degrees West, along the East line of said Block 112 and the said West line of Commerce Street, 10- 75/100 feet to a point for the Southwesterly and beginning corner of the Parcel being described; THENCE North 60 degrees East, crossing said Commerce Street generally along the Southerly face of the most Southerly wall of said overhead passageway, 79-92/100 feet to the West line of said Block 111 for the East line of said Commerce Street; THENCE North 30 degrees West, along the said West line of Block 111 and the East line of Commerce Street, 11-9/10 feet to the Northerly face of the most Northerly wall of said passageway; THENCE South 60 degrees West, crossing said Commerce Street, generally along the said Northerly face of wall, 79-92/100 feet to the East line of Block 112 for the West line of Commerce Street; THENCE South 30 degrees East, along the said East line of Block 112 and the said West line of Commerce Street, 11-9/10 feet to the Place of Beginning and Containing 951 square feet, more or less. SAVE AND EXCEPT that portion of the property conveyed to the City of Fort Worth by instrument dated October 2, 1980, recorded in Volume 7044, Page 558, Deed Records, Tarrant County, Texas, and described as follows: THE HUNT HOTEL TUNNEL PROPERTY The Hunt Hotel Tunnel Property is the North one-half(1/2) of the Tunnel Property and is located under the surface of a certain portion of Eighth Street in the City of Fort Worth in Tarrant County, Texas; embracing all of the Tract described in the deed to Fort Tower I Associates Hotel Limited Partnership, recorded in Volume 11619, Page 2064 of the Deed Records of Tarrant County, Texas commencing approximately 1.5 feet under the surface of such portion of Eighth Street, and being approximately 12 feet in depth, such portion of Eighth Street being described by metes and bounds as follows: COMMENCING at the Southwest corner of Block 112 of Original Town of Fort Worth in Tarrant County, Texas and being for the Easterly line of Main Street and the Northerly line of Eighth Street and then run North 60 degrees East along the Southerly line of said Block 112 and the said Northerly line of Eighth Street, 6-69/100 feet to the place of beginning; THENCE North 60 degrees East, continuing along the Southerly line of said Block 112 and the said Northerly line of Eighth Street, 24-26/100 feet; THENCE South 30 degrees East, 30-01/100 feet; THENCE South 60 degrees West, 24-26/100 feet; THENCE North 30 degrees West 30-01/100 feet to the Place of Beginning and Containing 728 square feet, more or less. AND FURTHER SAVE AND EXCEPT that property described as follows: NEW EIGHTH STREET BEING all of that portion of Eight Street described in the deed to New Fort Tower I Hotel Limited Partnership recorded in Volume 14606, Page 515 of the Deed Records of Tarrant County, Texas and described by metes and bounds as follows: COMMENCE at the Southwesterly corner of Block 112 of Original Town of Fort Worth in Tarrant County, Texas at the intersection of the Northerly line of present Eighth Street and the Easterly line of Main Street and then run South 30 degrees East along the said Easterly line of Main Street 18-02/100 feet to the Northerly side or back of a curb; THENCE along the said back of curb: North 62 degrees 44 minutes East 8-31/100 feet to the beginning of a curve to the left with a radius of 6 feet; Then along said curve to the left 6-05/100 feet to its end and the beginning of a curve to the right with a radius of 5-25/100 feet; Then along said curve to the right 5-03/100 feet to its end; North 59 degrees 53 minutes 14 seconds east 45-25/100 feet to the beginning of a curve to the right with a radius of 6-08/100 feet; Then along said curve to the right 6-37/100 feet to its end and the beginning of a curve to the left with a radius of 6-10/100 feet; Then along said curve to the left 6-38/100 feet to its end; North 59 degrees 59 minutes 19 seconds East 54-32/100 feet to the beginning of a curve to the left with a radius of 6 feet; Then along said curve to the left 6-28/100 feet to its end and the beginning of a curve to the right with a radius of 6 feet; Then along said curve to the right 6-29/100 feet to its end; Then North 59 degrees 59 minutes 18 seconds East, passing the end of said curb and continuing in all 44 feet to the beginning of a curve to the right with a radius of 5-25/100 feet; THENCE along said curve to the left 6-05/100 feet to its end; THENCE North 57 degrees 19 minutes 50 seconds East 8-19/100 feet to the Westerly line of Commerce Street; THENCE South 30 degrees East, along the said Westerly line of Commerce Street, 42-02/100 feet to the Northeasterly corner of Block 115 of said Original Town of Fort Worth; THENCE South 60 degrees no minutes 10 seconds West, along the Northerly line of said Block 115 and the Southerly line of Eighth Street, 200 feet to the Northwesterly corner of said Block 115 and the said Easterly line of Main Street; THENCE North 30 degrees West, along the said Easterly line of Main Street, 42 feet to the Place of Beginning and Containing 8,774 square feet, more or less. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. TRACT 5: (Leasehold Estate) STREETS ADJACENT TO THE SEIBOLD TRACT BEING that one-half(1/2) portion of Eighth Street, Main Street, Seventh Street and Commerce Street which adjoins the Hotel Texas Tract and the TESCO Office Tract, described in the deed to New Fort Tower I Hotel Limited Partnership recorded in Volume 14606, Page 515 of the Deed Records of Tarrant County, Texas and described by metes and bounds as follows: BEING the one-half (1/2) portion of Seventh Street and Commerce Street which adjoins the Seibold tract, more particularly described by metes and bounds as follows: BEGINNING at the Northeasterly corner of said Block 112 of the intersection of the South line of said Seventh Street and the West line of Commerce Street; THENCE South 30 degrees East, along the Easterly line of said Block 112 and the said Westerly line of Commerce Street, 100 feet to the common East corner of Lots 12 and 13 in said Block 112; THENCE North 60 degrees East 39-97/100 feet to the middle of Commerce Street; THENCE along the said middle of Commerce Street; North 29 degrees 59 minutes 30 seconds West 99-99/100 feet; North 29 degrees 59 minutes 04 seconds West 29-96/100 feet to the middle of Seventh Street; THENCE along the middle of Seventh Street; South 60 degrees 02 minutes 59 seconds West 39-98/100 feet; South 60 degrees no minutes 38 seconds West 100-01/100 feet; THENCE South 30 degrees East 30-01/100 feet to the North line of said Block 112 and the Southerly line of said Seventh Street at the common North corner of Lot 8 and 16 in said Block; THENCE North 60 degrees East, along the said North line of Block 112 and the said Southerly line of Seventh Street, 100 feet to the Place of Beginning and Containing 8,195 square feet, more or less. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. TRACT 6: Intentionally deleted. TRACT 7: (Leasehold Estate) 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 Volume14606, 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; 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 Sheet. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. TRACT 8: (Easement Estate) COLUMN EASEMENT TRACT BEING all of that portion of Eighth Street described in the deed to Fort Tower I Associates Hotel Limited Partnership recorded in Volume 11619, Page 2064 of the said Deed Records and described by metes and bounds as follows: PARCEL 1 - ENTRANCE COLUMN -EAST END Part of Eighth Street between Main Street and Commerce Street and Blocks 112 and 115 of Original Town of Fort Worth in Tarrant County, Texas; COMMENCE at the Southeast corner of said Block 112 and then run South 30 degrees East 44- 98/100 feet and then North 60 degrees East 0-40/100 of a foot to the Northeast and beginning corner of the tract being described; THENCE South 30 degrees East 5-46/100 feet; THENCE South 60 degrees West 2 feet; THENCE North 30 degrees West 5-46/100 feet; THENCE North 60 degrees East 2 feet to the Place of Beginning and Containing 10-9/10 square feet, more or less. PARCEL 2 - ENTRANCE COLUMN - WEST END Part of Eighth Street between Main Street and Commerce Street and Blocks 112 and 115 of Original Town of Fort Worth in Tarrant County, Texas. COMMENCE at the Southwesterly corner of said Block 112 and then run South 30 degrees East 44-09/100 feet and then North 60 degrees East 0-29/100 of a foot to the Northeast and beginning corner of the tract being described; THENCE North 60 degrees East 2 feet; THENCE South 30 degrees West 5-46/100 feet; THENCE South 60 degrees West 2 feet; THENCE North 30 degrees West 5-46/100 feet to the Place of Beginning and Containing 10- 9/10 square feet, more or less. PARCEL 3 - CANOPY SUPPORT COLUMN ENCROACHMENT Part of Eighth Street between Main Street and Commerce Street and Block 112 and 115 of Original Town of Fort Worth in Tarrant County, Texas; COMMENCE at the Northwesterly corner of said Block 115 at the intersection of the Easterly line of Main Street and the Southerly line of Eighth Street and then run North 60 degrees no minutes 10 seconds East along the Northerly line of said Block 115 and the Southerly line of Eighth Street, 73-61/100 feet and then North 30 degrees no minutes 41 seconds West 2-2/10 feet to the Southwest and beginning corner of the tract being described; THENCE North 30 degrees no minutes 41 seconds West 4-5/10 feet; THENCE North 60 degrees no minutes 10 seconds East 53-91/100 feet; THENCE South 30 degrees no minutes 41 seconds East 4-5/10 feet; THENCE South 60 degrees no minutes 10 seconds West 53-91/100 feet to the Place of Beginning and Containing 242-6/10 square feet in which six 2-5/10 feet by 2-5/10 feet concrete columns are located. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. TRACT 9: (Easement Estate) THE TUNNEL PROPERTY A portion of Eighth Street in the City of Fort Worth in Tarrant County, Texas commencing approximately 1.5 feet under the surface of such portion of Eighth Street and being approximately 12 feet in depth, such portion of Eighth Street being described in the deed to Fort Tower I Associates Hotel Limited Partnership recorded in Volume 11619, Page 2064 of the Deed Records of Tarrant County, Texas being more particularly described by metes and bounds as follows: COMMENCING at the Southwest corner of Block 112 of Original Town of Fort Worth in Tarrant County, Texas and being for the Easterly line of Main Street and the Northerly line of Eighth Street and then run North 60 degrees East along the Southerly line of said Block 112 and the said Northerly line of Eighth Street 6-68/100 feet to the place of beginning; THENCE North 60 degrees East, continuing along the Southerly line of said Block 112 and the said Northerly line of Eighth Street, 24-26/100 feet; THENCE South 30 degrees East 60-02/100 feet to the Northerly line of said Block 115 of Original Town of Fort Worth in Tarrant County, Texas and the Southerly line of said Eighth Street; THENCE South 60 degrees West, along the said Northerly line of said Block 115 and the said Southerly line of Eighth Street, 24-26/100 feet; THENCE North 30 degrees West 60-02/100 feet to the Place of Beginning and Containing approximately 1,456 square feet, more or less. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT, TRACT 10: (Easement Estate) CANOPY EASEMENT TRACT BEING part of Eighth Street between Main Street and Commerce Street and Blocks 112 and 115 of Original Town of Fort Worth in Tarrant County, Texas as described in the deed to Fort Tower I Associates Hotel Limited Partnership recorded in Volume 11619, Page 2064 of the Deed Records of Tarrant County, Texas and described by metes and bounds as follows: COMMENCE at the Southwesterly corner of said Block 112 and then run: South 30 degrees East along the Easterly line of said Main Street 18-02/100 feet to the Northerly side or back of a curb and then along the said back of curb North 62 degrees 44 minutes East 8- 31/100 feet to the beginning of a curve to the left with a radius of 6 feet; Then along said curve to the left 6-05/100 feet to its end and the beginning of a curve to the right with a radius of 5-25/100 feet; Then along said curve to the right 5-03/100 feet to its end; North 59 degrees 53 minutes 14 seconds East 45-25/100 feet to the beginning of a curve to the right with a radius of 6-08/100 feet; Then along said curve to the right 6-37/100 feet to its end and the beginning of a curve to the left with a radius of 6-10/100 feet; Then along said curve to the left 6-38/100 feet to its end for the Northwest and beginning corner of the tract being conveyed; THENCE South 30 degrees no minutes 41 seconds East 40-42/100 feet to the North line of Block 115 in said Original Town of Fort Worth and the Southerly line of said Eighth Street, from which the Northwesterly corner of Block 115 bears South 60 degrees no minutes 10 seconds West, 73-61/100 feet; THENCE North 60 degrees no minutes 10 seconds East, along the said Northerly line of Block 115 and the Southerly line of Eighth Street, 53-91/100 feet; THENCE North 30 degrees no minutes 41 seconds West 40-43/100 feet to the said back of a curb; THENCE South 59 degrees 19 minutes 19 seconds West, along said back of curb 53-91/100 feet to the Place of Beginning and Containing 2,179 square feet, more or less. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. TRACT 11: Intentionally deleted. EXHIBIT B LEASE (attached hereto) L&GAL02/34960746v3 JAR-25.81 LS - WO 59.rr CITY SECRETARY CONTRACT No..l� U I LEASE AGREEMENT (PARKING GARAGE LEASE) i i BETWEEN THE CITY OF PORT WORTH ("LESSOR") AND HUNT HOTEL/FORT WORTH, LTD. ("LESSEE") dui 7093PACE 1644 f . *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 1 Of 30 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 II-----RENT 2.01 Fixed Minimum Rent 4 2.02 Percentage Rent S 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 TV-----$MINENT 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 V'I --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 LIABILI`CY INSURANCE 7.01 Indemnity 12 7.02 Liability Insurance 12 ARTICLE V-111.---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 XI-----NOTICES 11.01 Method of Giving Notice 18 i VOL ' 093 PACE 1645 MIN *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 2 Of 30 A IEOUS 12.01 Compliance With Laws 18 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 12.06 Waivers and Consents 19 12.07 Force Majeure 20 12.08 Peaceable Possession 20 12.05 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 12.14 UDAG Grant Agreement 21 12.15 Non-Discrimination 22 EXHIBITS Exhibit A - Legal Description of the Property Exhibi -• Schedule of Payments ✓au ?-193PAGE 1646 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page; 01644 Page: 3 Of 30 LEASE AGREEMENT (PARKING GARAGE LEASE) THE STATE OF TEXAS COUNTY OF TARRANT THIS LEASE AGREEMENT ("Lease") Is entered into as Of the day of Apr;) , . - , 1980, 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 HUNT HOTEL/FORT WORTH, LTD. , a Texas limited partnership ("Lessee") . W I T N E 5 S E T H: A. Pursuant to the requirements of that certain UDAG Grant Agreement (herein so called) dated as of September 7, 1979 (City Secretary Contract No. 10610) , by and between Lessor and United States Department of Housing and Urban Development (11HUDII) , 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") . S. 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 B-00-AA-48-0013 issued February 4. 1980, together with Addendum No. I dated February 14, 1980, Addendum No. 2 dated February 21, 1980, Addendum No, 3 dated VOL 7093PACE 1647 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 4 Of 30 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. Heck 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 41C's rights and interests in, and has assumed all of HIe'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 VOL 7093PACE MW *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 5 Of 30 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 Acc2ytance 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 3s 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 v0L 7Ggn 3PACE JMM IL_ *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 6 Of 30 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 (i) $6o,0oo 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 (ii) $60,000 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 11hich is the latest available CPI prior to the Final Commencement Date, minus $,60,000. 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 CPT 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 of determining the CPT Increase, there shall be substituted for the CPI such other economic index as the parties shall then reasonably select. 4 VOL 7093PA©t 1050 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1961 Vol: 0007093 Page: 01644 Page: 7 Of 30 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 (8o%) 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 (8) 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 lasses 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 Lessee 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 s va. 703WE 1651 i� *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 8 Of 30 Commencement Date be a day other than the first day of a calendar year, or, if the term of this Lease expires before the last 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 960,000 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 shall 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. e von 1652 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 9 Of 30 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 imprar.tical 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 shall 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 70 eAn xM *ACS/TRC* TARRANT Doe: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 10 Of 30 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 Lessee 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 enW i.led 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 Eminent Domain which may be l vOt 7093 PAGE 1654 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 11 Of 30 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 laving descendant (including the wife of Rey L. Hunt); (b) trustee of any i 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 1833, as amended) , of which 9 VOL 7093PAGE iG55 1, *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 12 Of 30 • . 5 are HIC 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 persons (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 �3PAGESSM *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 13 Of 30 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 Mortgagee, 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 Dank in Dallas and Aetna Life Insurance Company) or any other person who in the reasonable judgment of Lessor 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 Mortaaee. 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 7093PAGE 1657 xl *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 14 Of 30 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 7()93PAGt 165 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 15 Of 30 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 $1,000,000 for each occurrence. ARTICLE VIII Casualty Damage 8.01 Casualty Insurance. Lessee shall cause to be maintained property damage and fire and extended coverage insurance in an amount equal to at least ninety percent (90%) of the full insurable value of the Leased Property and the improvements thereon. Lessee shall add Lessor as an additional insured on such insurance. All such insurance shall be carried, to the extent practicable, for the protection of both Lessor and Lessee. Each policy shall contain a standard mortgagee's clause, and Lessor, Lessee, and each Mortgagee shall be named as an assured in all such policies of insurance, as their interests may appear. Each such policy shall provide for a waiver by the insurer of rights of subrogation against Lessor and Lessee, Such Casualty insurance may be a part of Lessee's blanket Policy for Lessee and its affiliates, 8.02 Post-Casualty Repair. In the event that all of the Leased Property is either damaged or destroyed by casualty, or in the event that a portion of the Leased Property is either damaged or destroyed by casualty to the extent that the remaining portion of the Leased Property is not capable of being economically or practically operated, Lessee shall have the option to (a) declare this Lease cancelled and terminated, or (b) as soon as practicable thereafter, at its sole expense, - utilizing all insurance proceeds payable by reason of such casualty, renovate and repair the Leased Property or the damaged or destroyed portion of the Leased Property in a manner to render the Leased Property a useable structure for the intended purposes and restore the Leased Property in substantially the Condition as existed prior to such casualty, If Lessee elects to declare this Lease cancelled and terminated, Lessee shall notify Lessor, within sixty (60) days after any such casualty, of such election and this Lease shall be of no further force and effect as 1$ vas 7093PAn 1659 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 16 Of 30 of the date of such casualty and, subject to the rights of a Mortgagee under paragraph 6.03, 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 do 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 7093PAoE 1660 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 17 Of 30 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 to 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 Lessee has obtains-d the prior consent of Lessor which consent shall not be unreasonably withheld. A11 additions affixed to the Leased Property shall be and become property of Lessor upon termination of 15 VOL 7093PAOE 1661 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 18 Of 30 this Lease and a part of the Leased Property upon construction or installation. In connection with Lessees 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 ;call") 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. 16 VOL 7033PAcE 3662 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 19 Of 30 ARTICLS X 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 (0) 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 i j originally fixed herein for the expiration of the term hereof. i 17 VOL 7003PACt:1663 *ACS/TRC* TARRANT Doe: 000021555 Date: 03/25/1961 Vol: 0007093 Page: 01644 Page: 20 Of 30 ARTICLE XI Notices 11,01 Method of Givina 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 XII 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. i 12.02 Inspections by Lessor. Lessor and its agents shall have j the right to enter upon the Leased Property at any reasonable time for the purpose of inspecting the same; 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 is VOL 7W3pAGE 1664 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 21 Of 30 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 Lease. 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 existing 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 7093fACE rJ *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 22 Of 30 12.07 Force M1J11 e. 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, governmenta? Laws or restrictions, or any other causes of any kind whatsoever (except financial distress and Laws passed by the Ci.ty 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 force 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 vuL 7093PAGE MW *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 23 Of 30 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 Right 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 UbAG 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 7093ME 1667 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 24 Of 30 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 4YE!Lh day of , Ap.�##��J 1980. ATTEST: ?1 LESSOR: THE CITY OFr FORT WORTH By: k;17. Green , Cit Sscretar Robert L. Herchert Y Y .: City Manager 1000 Throckmorton Street J' Fort Worth, 'Texas 76102 APPROVED AS TO FMI: LY A TORE rthu R. P terse' ATTEST: LESSEE: HUNT HOTEL/FORT WORTH, LTD. By: Hunt Investment Corporation f; General Partner BY: it t. SecKe ray; #Jih . co 11 tident t National Bank } Building Dallas, Texas 75202 AFPROYM By OXTY c0UlPCYb s y--...._�C 5 •r n �•- d Y 8�0-xca�8xq 22 VOL 7W3 PAQE 16% *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 25 Of 30 THE STATE OF TEXAS § COUNTY OF 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. IVEN UNDER MY HAND AND SEAL OF OFFICE this the 1980. day of No ubliC in a for County, •Texas RENA a.51M0q, T'IOt4 y Public In h'd!or My Commissio Expires; DoUas County r"as 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 . 1 ay of 960, Notary Public in and for Tarrant County, Texas iir� MSfiiission Expires: l�� ( I VO L 7093eAck 1669 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 26 Of 30 EXHIBIT A TO PAR BETWEEN THE CI KOf F FO YWORTH 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 foliowingt (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 Port 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; 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 Streeti 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 Stroet;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 115 of the 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 6 feet and North 60 degrees Best 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 a galvanized spike for the common Best corner of Lots I3 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; f 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 spike; Thence South 60 degrees West 4-50/100 feet to a galvanized spikes VOL 7093PAGE 1G70 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 27 Of 30 Thence South 30 degrees-01 minute-44 seconds East, through Lots 4, 3, 2 and 1, a distance of 80-67/100 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-01 minute-44 seconds East 3 feet; Thence South 60 degrees West, along the said Southerly line of Lot i 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 Alain 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 S 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, Tarrant County, Texas, being South of the South right-of-way line of 8th Street and North of the North right-of-way line of 9th Street. 0005-0032-00582 2 VOL 7093 PAGE 1671 *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 28 Of 30 , EXHIBIT B SCHEDULE OF PAYMENTS The minimum amount of the Fixed Minimum Rent as determined under clause (i) of paranrajRh 2.02 of this Lease is as follows (subject to reduction under paragraph 2.03) : Lease Year Annual Mental Initial Commencement Date through December 31 , 1985 $ 60,000.00 Jan. 1, 1986 through December 31 , 1990 $ 65,000.00 of 1991 through if 1995 $ 70,000.00 to 1996 through to 2000 $ 75,000.00 It 2001 through " 2005 $ 801000.00 of 2006 through " 2010 $ 85,000.00 " 2011 through " 2015 $ 90,000.00 " 2016 through " 2020 $ 95,000.00 to 2021 through to 2025 $100,000.00 2026 through end of term $105,000.00 I ,,E3 "Is n,.8 solo Page VOL 7093PACt 1672 Y \ *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 29 Of 30 .y y. r R� I !J} N W Y A SY, `A•U V � k Un ,,mot t s s �.00 FA OX VM 014 YodwoµN0°Aa°10Nrvs •Y� '�" •(Iy�V,O,,AIM�y 1W1 L i� 314- It Ain k IWAWI t `J Vol 70.9 3PACE3 i {•\ *ACS/TRC* TARRANT Doc: 000021555 Date: 03/25/1981 Vol: 0007093 Page: 01644 Page: 30 Of 30 54d�5to-� 7K Retum to(Closer 327) AMERICAN TITLE COMPANY 6028 Seltiima Road,Suits 264 Dail",TX 75244 7 it ASSIGNMENT AND ASSUMPTION ON GROUND LEASE BY AND BETWEEN FORT TOWER I ASSOCIATES HOML LIMITED PARTNERSHIP, AS ASSIGNOR AND NEW FORT TOWER I HOT13L LIMITED PARTNERSHIP, AS ASSIGNEE p d b d T. D u as 1 _ = P ul H s,d a s & LL �:; a r 7 t 5 S t .n C--r, Yor , Y 02 � �rJ N WCb4=7M *ACS/TRC* TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 1 Of 8 ASSIGNMENT OF GROUND LEASE AND ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE THIS ASSICi NT AND ASSUMPTION OF GROUND LEASE(this " ss men ")is made thVffday of October,2000 by and between FORT TOWER I " ASSOCIATES HOTEL LIMITED PARTNERSHIP,a Delaware limited partnership 0 tsig (" nor,")and NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP,a Delaware limited partnershipC AssigE14�"). " RECITALS (° WHEREAS the City f Fort Worth "Landl ty ( °rd ),and Hunt Hotel/Forth Worth, � Ltd.("_Original Tenant"),entered into a certain t:3round Lease dated April 30, 1980,and recorded r in Volume 9093,Page 1644,Deed of Records of Tarrant County,Texas(the"_Ground Lease") relating to the premises described on Exhibit.A attached hereto; WHEREAS,the Ground Lease was assigned by a certain recorded Assignment of Leasehold Estate,from Aetna Life Insurance Company to Fort Tower I Associates Hotel Limited Partnership,in instrument dated June 14, 1994,fdW 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 Assignment,(i) Assignor desires to assign all of its right,title and interest in and to the Ground Lease and(ii) Assignee desires to assume all of the Assignor's duties and obligations under the Ground Lease. NOW THEREFORE,in consideration of the agreements herein contained and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: 1. The recitals to this Assignment are fully incorporated by this reference as if set forth herein. 2. As of the date hereof,Assignor does hereby assign,transfer and convey unto Assignee,its successors and assigns,all of Assignor's right,ude 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 god marketable title to the leasehold estate created b the Ground Lease and that such estate is free and clear of all Liens,encumbrances and other defects in title,and Assignor further ages to defend Assignee(but not its successors and assigns)from and against the claims of all#bird parties with respect to such title.Assignor represents that it has ! the full power and legal right and authority to Canvey,transfer and assign its right,title and interest n and to the(around Lease to Assignee. 'Phis Assignment constitutes the legal,valid and binding obligation 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 obligations of Assignor,as lessee,under the Ground Lease arising from and after the date hereof Assignee shall indemni ,defend and hold Assignor harmless from and against all claims,losses costs,expenses(including,without limitation,reasonable attorney's fees and expenses),liabilities or damages arising from or related to the Cround Lease which may accrue from or after the date hereof. This Assignment constitutes the legal,valid and binding obligation of Assignee and is enforceable against Assignee in accordance with its terms. wrcanorsr.� *ACS/TRC* TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 2 Of 8 4. The parties hereto covenant and agree that they will execute,deliver and acknowledge from time to thee,at the request of the other,and without f rther consideration,all Lf such fiu-then instruments of assignment and assumption as may be required in order to give effect 6 to the transaction described herein. 0 S. This Assignment is made in connection with the contribution of the Property, 6 including the Personal Property,by Assignor to Assignee in exchange for all of the limited n partner interests in Assignee and all of the membership interests in the sole general partner of 0 Assignee. 6. This Assignment is executed by,and shall be binding upon and inure to the �' benefit of,the parties hereto and each of their respective successors and assigns. None of the 0 provisions of this Assignment shall be for the benefit of,or enforceable by,any other person. 0 7. This Assignment shall be construed in accordance with and governed by the 0 laws of the State of Texas(without regard to principles of conflicts of laws). 8. This Assignment may be executed in any number of counterparts,each of which shall be deemed an onghA and together shall be deemed one in the same document. (SIGNATURE PAGE FOLLOWS] .i 1 Hvc.uva�rx,� *ACS/TRC* TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 3 Of 8 IN WITNESS WHEREOF the undersigned have caused this Assignment to be 4 executed by their respective duly authorize general partner as of the date first above written. 0 ASSIGNOR: IFORT TOWER I ASSOCIATES HOTEL LIMITED 0 PARTNERSHIP,a Delaware limited partnership By: FOS Texas Tower I Hotel Corp„a Delaware cZartin' s general partner B L.Edelman Vice President ASSIGNEE: NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP, a Delaware limited partnership By: New Fort Tower 1 GP LLC,a Delaware limited liability company,its general partner By: FGSB Hotel Manager Corp.,its Z or artm L. e Vice President Kvcaaso�».� *ACS/TRC* TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 4 Of 8 STATE OF NEW YORK 6 SS. COUNTY OF NEW YORK 0 This hLqmment has been acknowledged before me on this q,6 day of October,2000,by 0 Martin L,Edelman,a vice president ofFGS Texas Tower I Hotel Cir-p7,a Delaware corporation,in Its capacity a=!,ieral partner of Fort Tower I Associates Hotel Limited Partnership, a Delaware Bruited partnership,on-behalf of such corporation and partnership. 0 Notary Public%Wd for z"e, the State Of No*York &4 MAURICOK YA V;Z Str My Convoission Expires: RM to OTA 0 SM2037 Gualiffed In W05t0hosterCounty Notary's Name Printed: Fdrtif! C Wiwi$ Me *ACS/TRC* TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 5 Of 8 STATE OF NEW YORK COUNTY OF NEW YORK SS. �y 6 This instrument has been acknowledged before me on this�day of October,2000,by Martin L.Edelman,a vice president ofFOSR Hotel Mamager Corp,,a elaware corporation,in its . ' capacity as the manager of New Fort Tower I GP LLC,a Delaware limited liability companyY},in its capacity as general partner of New Fort Tower I Hotel Limited Partnership, a Delaware limited••rr.. partnership,on behalf of such corporation,limited liability company and partnership. i �. �; r F r•t.. Mary as or the State o New York My Commission Expires: Notary Pub IQ steteoti�ork 148002037' OU8110 In westehtster County Notary's Name Prined:_ ROY 20... I { ttvcaeno:se.t r *ACS/TRC* TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 6 Of 8 MISIT A PAR= d c r TO r aft R = PARK �iG w� PROp : LOCJ►TED BELOW Tail FoLY,W:ItD L►oecxxa= The ZiuMerly 112 of Block 114 of Ostgi.aaL Sown c# pc,rt Wort! Le TAFILV`2 Country Tsxasr eeqqd �racf n�� Lat:a 5 rhrouq 18 !.a s Slack and s:he taltezly 1/Z of tls! aL1e adj n g acid lots ti the 1 Went and bed.nq the tracts described 34 the dead* to the Cfty a of Fort worth recar a lent Val tuae 6892 Pqg� 1350 Voluas+a 6868, Pars e 1718 and Volume 61934, Page 2190, Of Cris TAiQtA T County used Aaearda, (J dwscribed by mates and b6unds as IaL1;;ss ssaa�qLaaits at the southeasterl v coon ar of paid Block 114 at the imraec�ion of the RastarLy line at HAU4 Streit coed the ltortharly a leas of Ninth straatJ ila and thel.aai.dd�barLY4}. along f Kinth straw tto 100 fast tow poinC �j for c�ornar La the m�ddl.e of an "LeyJ 0 W160 at North 30 de=w" West, along the wtoAle of said alley 7 Lips atMaLdt8loa 1114 "4 the CCUUEttrra2y liva#a Sighttapstreat? y Enna �tatth 6 dsgr6es along the said Northerly lieu of Black iii .ittCtaa�tet2�! 6� d '$4j1 ,' of � hII21 8�1�.'♦ lOt? fast tote a� tNtst3,ist`srA.sestpY .e efr=k 1.1 sa3� acid Wasterly ltsia of 13. "d the s&Ld W4��,talyi► 446 o nag Easterly feet to thsBpl ACkS OF BECZDTb=Q and CdNTP-bi bta 20,Oo0 VVMXe #azi, more cr less. t2' 4 Pam of Stosk 113 of orL iaal Tawn of F worth in M Count proexas J and ambraa 111 51 Lo 5, 6, , 8, �3, 1f+ 35 and 16 and a' 00=48 Aan followst • 3 cad 4 aaf.d Sock, daaar sd by m+otas and an inrets! sat tb= l?orrhGaatQtly eartser of saf.Q Black I15 for the r r l era fea lCcm°maaroatmor toa°rdtf linte� Of 8agbrh,3e sat andithe Wyugab1ly Aorth 30 degj"s West 5 foot a Hera a0 aagtasn Last I"d favbJ Ttw,sea south 30 do eaa Salt, aloOSig the Sasterlp i a Bald 81� 138 sicsu� the Eashrerly IL of LO�a 16, 25. 14 an�3 Of the said of Late lino o Cmme-Fes street, 100 tart to the caasaton Sant, corner of Lots 13 aid 4y rom .oh�h a tack not in 2.ecd plug beaxa earth 60 egreu $,ast S-4/1� L�aerJ T3aQAtsA Son 60 degre" Wast, &Ian floc acnmmoII 1l.iia of said tot a'13 l3 and d 13� a ohL ncr of 100 #wet to tae common cosuwr Of Lour a, 8, 12 The=Q Booth #30 ca .. S� along the caamon jLzo of said Lots 12 s33l166 fact) rhavXe Sou" 60 degrees West 4-50/100 goat; Tisonoa Bouth 3t0 degrees 01 rt a4 svooads Sant. 2 and 3ld a L Anc7e of 90-8 1 feet tn# tis southnri, gh rata 4, 3, a4k 115 Ln a film Lne at Lot 3 tack Bet in iwaA f�Y�sq bears SattC 310 agr�s Q2. m+�u�a is°` scovAs scat i sei7seaea soe�tb 60 ses W* t, axo ss3@ sacctbsr3.y 1l na6 0= t d 8look 1l5 ca r Maid Wort6erip Z%e o! 9.ach tr�tt, W9^3S/l00 at: to t o 5o ttswasterl c er Of said 8100 118 t�or th6 ltstt:rs ots o sale if he l leas or ftnuh 9Cret 6=44 the BastsrZ 1i,ao o Baits m eaa IIxotp wA � a aaosa sat is a Zeno lug bears Sout� 3a degrvas Salt 3 feet and South 60 !agrees Went 8 f J Theaea ltofth 30 d"M Writ illGtl� ttastea:l l:Laur o!' Lot;! 1 tlsroui B aid the iTastarl L�.aq r said t l► �ta�tt ��rl Y Blo�7lC 16 Mara said XaJA .S.d el3ck °ooN�'e'w t• Z leaf: to the Strew XA t for Mt of Salta x r � t sfat in a lard vaf`d southarl i or S AeAth street tsoc w a tick i►greae Nest 9? cat baAra Sart1s 60 de rail West 5 feet and SaVt4 3b ; • L!I 60 d sa Fast, aon1 tho, ltagsariY xitia of Lots 8 and I a of vighoh StJ�VQS l 210 otout toSthe VL=0p i Q said 1G as 2tarly C0t1'.CJLT W 29,S94 a�e . as v tut Lass. (3) the subs uftace F�•tian of ""A strr�rt betw0sA n3.aolC 114 cad Ell Ila B°ou °of to as ails °t Fort Norte i�a 10"Ut a wa sat'Tarrant srrauyi� esdtasN b° of >r Re fight of way 1146 at Nlu1h surest. *ACS/TRC* TARRANT Doc: 000254867 Date: 11/09/2000 Vol: 0014606 Page: 00517 Page: 7 Of 8 �7 [j D200254067 (" AMERICAN TITLE CO r 6029 HELTLINE RD #250 x DALLAS TX 75240 0 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 f I N D E X E D -A T A R R A N T' C O U N T Y T E X A $ S U Z A N N E H E N D E R S O N --- COUNTY CLERK OFFICIAL RECEIPT T 0: ATCOD INC AMERICAN TITLE RECEIPT NO REGISTER RECD-BY PRXNTED .DATE TIME ; 201042093 DR2A LW 11/09/2000 14:42 INSTRUMENT FEECD INDEXED TIME 1 D200254867 WD 20001109 10:42 CR 4036 T O T A L : DOCUMENTS: 01 F E E S: 21.00 i. B Y 2 ANY PROVISION WHICH RESTRICTS THE SALE RENTAL PR USE OF THE DESCRISED 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 t M% 1 J KTC GF# CO2840 JMM- p by: David A.Brooks,Esq. 14180 Dallas Parkway Suite 1700 Dallas,Texas 75240 ,ASSIGNMENT OF PARKING LEASEHOLD LUATE THE STATE OF TEXAS $ $ COUNTY OF DALLAS $ In consideration of the sum of Ten and No/100 Dollars($10.00),and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AETNA LIFE INSURANCE COMPANY,a Connecticut corporation(the"Assignor"), hereby assigns and delegates to FORT TOWER I ASSOCIATES HOTEL LIMITED PARTNERSHIP,a Delaware limited partnership(the"Assignee"), and Assignee hereby assumes and accepts the assignment and delegation of,all Assignor's right, title and i»terest 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 Lessor and Hunt Hotel/Fort worth,Ltd.,as Lessee, memorandum of which is recorded in Volume 7093,Page 1644,Deed Records of Tarrant County,Texas, relating to property being more particularly described on Exhibit- attached hereto. Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, 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 agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, liability,loss,damage or expense,including, without limitation,reasonable attorneys' fees, originating 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 interpretation of any provision contained herein, the losing party shall pay the prevailing party's costs and expenses of such litigation including, without limitation, reasonable attorneys'fees. 11619 2097 •ACS/TRC+TARRANT Doc: 000141206 Date: 06/16/1994 Vol: 0011619 Page: 02097 Page: 1 Of 8 IN W71IMS WHEREOF ignor and Assignee have caused this Assignment to be executed and delivered as of this day of June, 1494. ASSIOLIQB AETNA LIFE INSURANCE COMPANY, a Connecticut corporation By; Printed name 4 Its' Nl yC 74?- [CORPORATE SEAL] ,1 I i lft atura continued on next page] i i t I I .2. 1 1619 2098 *ACS/TRC* TARRANT Doc: 000141206 Date: 06/16/1994 Vol: 0011619 Page: 02097 Page: 2 Of e [Slln&Wm condaued from pravimw pale) ASSIG % PORT TOWER I ASSOCIATES HOTEL t LMITED PARTNERSHIP,a Delaware limited partncrft I ` By: FOS Texas Tower I Hotel Corp., r a Delaware corporation, General Partaer Bv a. Printed name: IIts: a- [CORPORATE SEAL] ' i 1 I •3- 11619 2099 +ACS/TRC+ TARRANT Doc: 000141206 Date: 06/16/1994 Vol: 0011619 Page: 02097 Page: 3 Of 8 s y.. q. THE STATE OF TEXAS COUNTY OF DALLAS $ i fore me, the undersi ned authority,on this Aiday of June, 1994,personalty appeared �tiyp , known to me to be the 7)rtr►47r— of AETNA LIFE INSURANCE COMPANY,a Connecticut corporation(the"Corporation"),which Corporation's name is subscribed in the foregoing instrument, and acknowledged to me that he executed the foregoing instrument on behalf of the Corporation for the purposes and consideration therein expressed and in the capacity therein stated. * NOTARY PLurgI No Public State of Tt+xal a Comm.6110.04.91," My Commission Expires: Printed Name of Notary: [Notarial Seal] M z: 4. IIG10 2100 +ACS/TRC+ TARRANT Doc: 000141206 Date: 06/16/1994 Vol: 0011619 Page; 02097 Page: 4 Of 8 v I THE STATE OF TEXAS $ COUNTY OF DALLAS Before me the undersigned authority,on this,�, day o June, 1994,personally j appeared D it) A. 'Bowes known to me to be the of FGS Texas Tower I Hotel Corp.,General Partner,of FORT TOWER I ASSOCIATES HOTEL, LYMITP*D PARTNERSHIP,a Delaware limited partnership(the"Partnership'), which i Partnerhship's name is subscribed in the foregoing instrument, and acknowledged to me that ' he/she executed the foregoing instrument on behalf of the Partnership,as General Partner, a for the purposes and consideration therein d in the capacity therein stated. Publi . F RUTH l..LATHE M �r MotNy Fubllo,SUN of Tom 1 my C&4#j ioo NOW 421.96 My Commission Expires: Sf�o�ll9fo Printed Name of Notary: -" 14*EM [Notarial Seal] NOTd1tY%gTC17A�'(�q IN ZM MAY 110T JW I KGIV I U i -5- i 11619 2101 *ACS/TRC* TARRANT Doc: 000141206 Date: 06/16/1994 Vol: 0011619 Page: 02097 Page: 5 Of 8 • Exhibit A Parcel e described as follows: Parcel 81 Parking Garage 1.,easehold The subsurface lccsehold estate created pursuant to that certain lease agreement dated May'21, 1934 by and between the City of Fort Worth as lessor and Hunt Hotel/ Fort Worth, Ltd. as lessee, filed under Clerk's File Na. :15555 on 3/:51CL, Tarrant t.otatty Accords of Tarrant Count+•. 'eras, Lnsr,far a• Baia se.ib meow t-wla6*14 estate covers and affects. the iollowiha described three fell parcels of real estace: ~— (1) The Eaelerly 1/2 of Block 114 of Grigluai Town of fort !forth in Torrent County, Taxall&nd amaraetn` Lats f 11.1.1h 11 In said Block and the Easterly 1/1 at Its &Bay adjoining sold Lots on Clow %Vast,and being the tiret tracts described In the deals to the City of Fort Worth reworded In Volume lets, Pate 1330,Volume i1a1, rate Ilia, and Volume 1121, Page 3190 of the Tarrant County flood neaanh6 described by mates and bounds as followit i Oeglmirq at the Southeasterly corner of laid Block 114 at the latefseetlon of the Westerly Tins of Alain Strait and [fa Northerly lint Of Ninth Serail Theme south 10 degrees hest,along the Sotseherly lint of said fllock 114 and the sold Northerly Ihw of Nlnih Strait, 100 feet le a point for eornori none* North 30 degrees West,olonE the middle Of said alley. adjoining Lots a through If on the Wait, se0 feat to It"' Northerly line of said Bieck 114 and the Southerly line of Eighth Slroill Thence North 10 degrees Cast,along the said Northerly line of Block 114 and the said Southerly lino of Eighth Strict. 100 feat to the Northsastifiy corner of said Block It 4 and tfti sold Westerly line of Again drool!and Thence South.30 digress East,along the Easterly line of gild Block 111 end the sold Westerly line of Aiain Street,200 fat to the Place of 0e11innin9, (!) and emOr oing oil I$t Lois 3. ,I1,a. 11 14'10 and 1t and a portion of Lett%It!.3 i . and 4 In sold Black.described by metal and bounds as feltawis Diglnnit+g el the Northeasterly earner of said stock 111 far the Intersection of the Southerly Ilea of Elghth street and the Westerly line of.Cemmorea Street and from which it tack eat iit a lead petal basis North 30 degrees West 3 toot and North 10 degree&tool 3-010 fa*l1 Thence Smth 30 degree Cut,aiwg the Easterly line of sold plonk 113,along the Easterly Una of Lots 14,il. 14 and 13 for Ih* sold pivanized splkal(Orititeo common Bait corner t Lots 13tand 321 Thence south 10 degrees West,slang the common lino of said Lets 13 and 19,a distance of 100 feel to a galvanised spike(o► the common corner Of Lote 4,It 13 end NI Thence south 30 degrees East,along the common One of sold Luts 12 end 4, s djstsnee al 1.33/100 teat to a solvanizad spike: Thence South 10 degrees blast 4-stinea feat to a galvanized sPiket (continued) 1 ! 619 2102 *ACS/TRC* TARRANT Doc: 000141206 Date: 06/16/1994 Vol: 0011619 Page: 02097 Page: 6 Of 8 JI r M Thence South 30 degreat-01 m1nute-44 seconds tall, through- Lots /, 3 2 and 1, a distance of 10.011100 teal to tha Southerly line of Let I and said Block II3 In it Northerly line of Ninth street from which a "Y" marked on concrete walk bears South 30 degrees-01 ininuteo-44 s000nds East 1 1601 nonce Lot And South Block eI I I and III* soldtNortherlye liner1of11Nln n Blockt,h S g5_11/100 feet I* jig Intersection ofosaidwNortherlyline at Ninth Sheet and the Ea beats line Soutil Main$trial from J which a took and south ' set In a lead plug g • 10 degrom halt S(0611 ! Thence North 30 degree#Wens,slang the westerly sine of Lots I through A and the Westerly line of sold Block 11 for tho said Easterly One of %lain street, 700 hot to I" Northwesterly comes of said Block 116 for The Inienaotion of the mid Easterly One of Hain Street and the sold AoutAetty 111114 611 00 detna wet 5 f*e1 amend a talk Nor h+0 de{teea Was sett and th 1 irA 11 and tthedNorthe Northerly line along the Block 1t$for the sold Southerly line of Eighth Street, 100 tut t6 the p1466 of beginning,# pa no ubsurfsee ponllon of Maln Street between Block 114 and ouch et tMogf Me, Original Tpwn;ef Fort Worth, Tarrant County► Texas, being right-tf-why Ilne of 0th Aires% and North of the north right eat-w0y line of Ith street. r AFTER RECORDING, RETURN TO: CHICAGO TITLE INSURANCE COMPANY 7616 LBJ FREEWAY, SUITE 300 DALLAS, TEXAS 75251 ATTN: SHARON COOPER Page 2 of 2 ' 1 c ' 9 2 103 -ACB/TRC* TARRANT Doa: 000141206 Date: 06/16/1994 Vol: 0011619 Page: 02097 Page: 7 Of 8 s D194141206 DAVID A BROOKS 14150 DALLAS PKWY SUITE 1700 DALLAS, TX 75240 —W A R N I N (;—THIS IS PART OF THE OFFICIAL RECORD--D 0 N 0 T D E S T R O Y 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 9 U Z ANNE HENDE RSON -- COUNTYCLERK O F F IC I A L R E C E I P T T 0: RATTIKIN TITLE COMPANY RECEIPT HO REGISTER RECD—BY PRINTED DATE TIME 194267133 DR93 T003957 06/16/94 11:05 r INSTRUMENT FEECD INDEXED TINE 1 D194141206 WD 940616 11:05 CK 5 CRS i T 0 T A L. : DOCUMENTS: 01 F E E S: 21.00 t i r t t I I 1 B Y: ANY PROVISION WHICH RESTRICTS THE SALE RENTAL OR USE OF THR DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW- I , i i 11619 2104 -ACS/TRC* TARRANT Doc: 000161206 Date: 06/16/1994 Vol: 0011619 Page: 02097 Page: 8 Of 8 A_1__jSTON&B1R.D ,.,,P 90 Park Avenue New York,NY 10016 212-210-9400 Fax:212-210-9444 www,alston.com Katherine M.Kaczor Direct Dial:212-210-9462 Email:katlierine.kaczor@alston.com August 5, 2014 VIA UPS Leann D. Guzman Sr. Assistant City Attorney/Section Chief City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Re: Ashford Fort Worth—Parldng Ground Lease Estoppel Dear Leann: In connection with the above referenced transaction, enclosed please find one (1) fully executed original Parking Ground Lease Estoppel for your files. Kindly acknowledge receipt of the enclosed by signing in the space provided below and returned the same to my attention via e-mail at your earliest convenience. Regards, Katherine M. Kaczor Paralegal KMK Enclosure M LEGAL02/3 5012203v 1 M M ACKNOWLEDGMENT OF RECEIPT: By: Name: Date: Atlanta• Brussels Charlotte• Dallas•Los Angeles• New York• Research Triangle• Silicon Valley• Washington,D,C. I