Resolution No. ---- A resolution authorizing the City Manager or his designee to execute, as the fee simple land owner, a joinder to the Temporary Hotel Parking Agreement by and between Arlington Hotel Owner, LLC, and Ballpark Parking Partners LLC, relative to providing temporary parking for the Live By Loews Hotel on property located at the northwest corner of East Randol Mill Road and Expressway

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ARLINGTON, : I.

That the City Manager or his designee is hereby authorized to execute, as the fee simple land owner, a joinder to the Temporary Hotel Parking Agreement by and between Arlington Stadium Hotel Owner, LLC, and Ballpark Parking Partners LLC, relative to providing temporary parking for the Live By Loews Hotel on property located at the northwest comer of East Randol Mill Road and Nolan Ryan Expressway.

II.

A substantial copy of the Temporary Hotel Parking Agreement is attached hereto and incorporated herein for all intents and purposes.

PRESENTED AND PASSED on this the __ day of ______, 2020, by a vote of __ ayes and __ nays at a regular meeting of the City Council of the City of Arlington, Texas.

W. JEFF WILLIAMS, Mayor ATTEST:

ALEX BUSK.EN, City Secretary APPROVED AS TO FORM: TERIS SOL , City Attorney EXECUTION VERSION

TEMPORARY HOTEL PARKING AGREEMENT

THIS TEMPORARY HOTEL PARKING AGREEMENT (this "Agreement"), is made and entered into this __ day of February, 2020 (the "Effective Date"), by and between ARLINGTON STADIUM HOTEL OWNER, LLC, a Delaware limited liability company ("Owner") and BALLPARK PARKING PARTNERS LLC, a Texas limited liability company ("BPP"). Owner and BPP are sometimes referred to herein collectively as the "Parties" or singularly as a "Party".

RECITALS

A. Owner owns or ground leases the parcel ofland described on Exhibit "A" hereto (as same may be modified from time to time or subjected to a condominium regime, the "Hotel Lot") for purposes of operating thereon a hotel and convention facility (the "Hotel Complex").

B. BPP owns or ground leases the parcel of land described and depicted on Exhibit "B" hereto (the "Temporary Hotel Parking Area").

C. BPP leases or subleases the Temporary Hotel Parking Area to Rangers Stadium Company LLC, a Delaware limited liability company (as successor-in-interest to Rangers Express LLC) ("Tenant"), and Tenant subleases parking areas in the vicinity of the Hotel Lot in accordance with that certain Lease Agreement dated March 6, 2012, as amended (the "Rangers Parking Lease").

D. In accordance with that certain Rangers Ballpark Sublease Agreement dated August 21, 2017, as amended (the "GLF Sublease") by and between Tenant and Rangers Baseball LLC, a Delaware limited liability company ("Subtenant'), Tenant granted certain operational rights in the Temporary Hotel Parking Area to Subtenant.

E. In the Rangers Parking Lease, BPP reserved the right to use, and grant others the right to use, the Temporary Hotel Parking Area for parking by persons not attending Games and other Events at the Ballpark, so long as the exercise of such rights by BPP and such others does not unreasonably interfere with Tenant's rights under the Rangers Parking Lease.

F. The Parties have agreed that BPP will grant to Owner the right to use the Temporary Hotel Parking Area for the benefit of the Hotel Lot.

G. The City, as the holder of record title to the Temporary Hotel Parking Area, is joining this Agreement to evidence its consent to the terms of this Agreement and to subject its fee simple interest in the Temporary Hotel Parking Area to the rights herein granted to Owner.

H. Tenant and Subtenant are joining this Agreement solely to confirm that the easements and rights of use herein granted to Owner do not, on their face, violate the terms of the Rangers Parking Lease or the GLF Sublease, respectively.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

5069342v.6 3911/0028 AGREEMENT

ARTICLE I Definitions

1.1 The following terms shall have the following meanings for purposes of this Agreement:

a) ADA: has the meaning given such term in Section 4.6 below.

b) Affiliate: means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Party in question.

c) Agreement: has the meaning given such term in the Preamble.

d) Ballpark: means the major league professional in Arlington, Texas located at 734 Stadium Drive, Arlington, Texas 76011 and now known as in Arlington, at which the Baseball Club will play its home games beginning on March 31, 2020.

e) BPP: has the meaning given such term in the Preamble.

f) Business Day: means any calendar day other than a Saturday, Sunday or legal holiday under the laws of the State of Texas or the federal laws of the United States.

g) City: means the City of Arlington, Texas.

h) Club: means the Texas Rangers Baseball Club, a member baseball team of the League.

i) Default Rate: means a rate equal to fifteen percent (15%) per annum; provided, however, that the Default Rate shall never exceed the maximum interest rate permitted by applicable law.

j) Effective Date: has the meaning given such term in the Preamble.

k) Event: means any Game or other sporting, entertainment or public event held at the Ballpark or the Former Ballpark and any professional football game or other sporting, entertainment or public event held at the Stadium, in each case for which attendance is reasonably expected to exceed 5,000. Tours of the Ballpark and/or the Stadium or private events or parties, such as a wedding, are not a "public event".

1) Event Hours: means any time beginning three hours before the start of an Event and ending at 6:00 am the following morning.

m) Force Majeure: Strikes, labor disputes, lockouts, inability to obtain labor, materials, equipment, or reasonable substitutes therefor, acts of God, governmental restriction, regulations, or controls, judicial orders, enemy or hostile government actions, civil commotion, war, terrorism (foreign or domestic), fire, flood, earthquake, accident, explosion, natural disaster or casualty, hurricanes, tornadoes and similar adverse weather events, and other causes beyond the reasonable control of the Party obligated to perform hereunder.

Temporary Hotel Parking Agreement Page2 5069342v.6 3911/0028 n) Former Ballpark: means the former major league professional baseball park in Arlington, Texas located at 1000 Ballpark Way, Arlington, Texas 76011 and now known as Globe Life Park.

o) Game: means a professional game played at the Ballpark.

p) GLF Sublease: has the meaning given such term in Recital D above.

q) Hotel Complex: has the meaning given such term in Recital A above.

r) Hotel Lot: has the meaning given such term in Recital A above.

s) Insurance Standard: means such insurance policies, coverage amounts, types of coverage, endorsements or deductibles, as applicable, that a reasonable and prudent operator would reasonably be expected to obtain, keep and maintain, or require to be obtained, kept and maintained with respect to the Temporary Hotel Parking Area and the ownership, operation and use thereof.

t) League: means the Office of the Commissioner of Baseball, an unincorporated not-for­ profit association doing business as Major League Baseball, or any successor professional baseball league in which the Club shall be a member.

u) Lender: means any financial institution that holds a deed of trust lien (or any other instrument securing payment of a debt) on the Land, and any administrative institution that holds a deed of trust lien (or any other instrument securing payment of a debt) on the Land on behalf of a financial institution, during the term of this Agreement.

v) Mortgage: means, with respect to the Hotel Lot (or any portion thereof or interest therein or any related condominium) and any improvements situated thereon ( or any portion thereof), a mortgage, deed of trust (whether securing a direct obligation or a guaranty of obligations in connection with a loan secured by an indemnity deed of trust or mortgage), deed to secure debt, security deed, indenture, sale-leaseback documents, lease-leaseback documents, or any other instrument securing payment of a debt that encumbers Owner's interest in the Hotel Lot and any improvements situated thereon ( or in any portion thereof or interest therein or in any related condominium).

w) Mortgagee: means (i) the holder of, or beneficiary under, a Mortgage, (ii) in the case of a sale-leaseback transaction, the owner of the reversionary estate, or (iii) otherwise, the person or entity to whom all or any part of the interest of Owner in the Hotel Lot (or an interest therein) or any improvements situated thereon ( or an interest therein) is transferred as security under a Mortgage. Such term shall also include any person or entity that obtains title to all or any portion of the rights granted to Owner hereunder as a result of the Mortgagee's exercise of its foreclosure rights or the transfer of title to the rights granted to Owner hereunder at the direction of the Mortgagee by Owner to a person or entity by a deed-in-lieu of foreclosure.

x) Owner: has the meaning given such term in the Preamble.

y) Owner Related Parties: Owner and its Affiliates and tenants, and their respective agents, contractors, subcontractors, employees, and licensees, and any other Person claiming by,

Temporary Hotel Parking Agreement Page3 5069342v.6 3911/0028 through or under Owner. The general public, including customers of the Hotel Complex, shall not be deemed to constitute Owner Related Parties.

z) Parking Facility: means the structured parking facility that Arlington Convention Center Parking Owner, LLC, a Delaware limited liability company, intends to construct on a portion of that certain real property located in Tarrant County, Texas that is commonly known as Lot J, described on Exhibit "C" hereto.

aa) Party(ies): has the meaning given such term in the Preamble.

bb) Passenger Vehicles: mean motor vehicles having no more than two (2) axles and being not more than nineteen (19) feet in length, and expressly exclude mass transit vehicles, buses and recreational vehicles (as that term is defined in Section 94.001 of the Texas Property Code).

cc) Person: means any individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, unincorporated organization, governmental authority or any other form of entity.

dd) Rangers Parking Lease: has the meaning given such term in Recital C above.

ee) Select Event: means any of the following events: (i) the first home Game of the League Championship Season (i.e., Opening Day at the Ballpark), (ii) a World Series Game or a post-season Game, (iii) the Super Bowl, Classic or post-season Cowboys football game, played at the Stadium (iv) an exhibition game, or (v) any other high-traffic sporting, entertainment or public event held at the Ballpark, the Former Ballpark or the Stadium and designated as such by BPP. Tours of the Ballpark and/or the Stadium or private parties or events, such as a wedding, are not a "public event."

ff) Select Event Hours: means any time beginning at 12:01 a.m. on the day of a Select Event, and ending at 6:00 a.m. the following morning.

gg) Stadium: means the professional football stadium located in Arlington, Texas and now known as AT&T Stadium, as same may be expanded or modified, together with, or replaced by, any professional football stadium hereafter constructed south of in Arlington, Texas.

hh) Subtenant: has the meaning given such term in Recital D above.

ii) Temporary Hotel Parking Area: has the meaning given such term in Recital B above.

jj) Tenant: has the meaning given such term in Recital C above.

1.2 The following rules shall be followed when construing words used in this Agreement:

(i) "Include," "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words oflike import.

(ii) "Writing," "written" and comparable terms refer to printing, typing, lithography and other means of reproducing in a visible form.

Temporary Hotel Parking Agreement Page4 5069342v.6 3911/0028 (iii) Any agreement, instrument or law defined or referred to in this Agreement or in any agreement or instrument that is governed by this Section means such agreement or instrument or law as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of law) by succession of comparable successor law and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

(iv) References to a Person are also to its successors and permitted assigns.

(v) Any term defined in this Agreement by reference to any agreement, instrument or governmental rule has such meaning whether or not such agreement, instrument or governmental rule is in effect.

(vi) "Hereof," "herein," "hereunder" and comparable terms refer to the entire agreement or instrument in which such terms are used and not to any particular article, section or other subdivision thereof or attachment thereto. References in an instrument to "Article," "Section," "Subsection" or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section, subsection or subdivision of or an attachment to such agreement or instrument. All references to schedules, exhibits or appendices in any agreement or instrument that is governed by this Section are to schedules, exhibits or appendices attached to such instrument or agreement.

(vii) Pronouns, whenever used in any agreement or instrument that is governed by this Section and of whatever gender, shall include natural persons, corporations, limited liability companies, partnerships, and associations of every kind and character.

(viii) References to any gender include, unless the context otherwise requires, references to all genders.

(ix) "Shall" and "will" have equal force and effect.

(x) Unless otherwise specified, all references to a specific time of day in any agreement or instrument that is governed by this Section shall be based upon Central Standard Time or Central Daylight Savings Time, as applicable on the date in question in Arlington, Texas.

(xi) References to "$" or to "dollars" shall mean the lawful currency of the United States of America.

(xii) The words "unreasonably withheld" shall mean unreasonably withheld, conditioned or delayed.

(xiii) Whenever the context may require, the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.

Temporary Hotel Parking Agreement Page 5 5069342v.6 3911/0028 ARTICLE II Term

2.1 Effective Date. This Agreement will become effective on the Effective Date.

2.2 Term. This Agreement will expire upon the earlier of (i) the date the Parking Facility is open for business to the general public and (ii) the date no part ofthe Hotel Lot is used and occupied as a Hotel Complex, any contrary provision herein notwithstanding. The Hotel Lot shall be deemed used and occupied as a Hotel Complex whenever same is closed as a result of a fire or other casualty and Owner intends to restore and rebuild a Hotel Complex on the Hotel Lot or closed as a result of a remodeling by Owner, so long as Owner, in each case, commences to restore, rebuild or remodel, as applicable, within a reasonable period of time after closure of the Hotel Complex and diligently pursues such work to completion. Upon expiration of this Agreement, BPP has the right, with the City's prior written approval, to file a notice in the real property records of Tarrant County, Texas confirming that this Agreement has expired. Such notice, once approved by the City and filed of record, will automatically release and discharge this Agreement as an encumbrance on title to the Temporary Hotel Parking Area, without the necessity of any further action or authorization by any Person. All the easements and other rights herein granted to Owner will automatically terminate upon the termination of this Agreement.

ARTICLE III Grant of Parking Rights

3 .1 Grant of Parking Easement to Temporary Hotel Parking Area. Subject to the other provisions of this Agreement, BPP hereby grants Owner the exclusive right and easement to use and access all of the parking spaces located on the Temporary Hotel Parking Area, for the parking of Passenger Vehicles, on a self-park and/or valet basis, by Persons visiting the Hotel Complex, including overnight guests of the Hotel Complex, and for no other purpose. The parking easement created by this Section 3.1 shall benefit the Hotel Lot and burden the Temporary Hotel Parking Area. Owner shall pay all costs associated with the maintenance and operation of the Temporary Hotel Parking Area, including any ad valorem taxes and assessments or payments in lieu thereof assessed thereon, and applicable sales taxes or parking surcharges. Owner shall have the right to charge and retain fees and charges for the parking of Passenger Vehicles in the Temporary Hotel Parking Area by customers of the Hotel Complex. During Event Hours or Select Event Hours, the rate Owner charges to the public for parking in the Temporary Hotel Parking Area shall be at least three times the amount charged to the public to park in the parking facilities operated by BPP or its designee. Parking by patrons or visitors of the Hotel Complex is not "public parking" for the purposes of this provision and such patrons and visitors shall not be subject to the fee restrictions set forth in this provision.

3.2 Acceptance of Condition. Owner expressly acknowledges, understands and agrees (a) that it takes and accepts its easement estate in and to the Temporary Hotel Parking Area in its "AS-IS" condition and configuration on the Effective Date, with all faults, and subject to all liens, encumbrances and other matters of record affecting such areas or any portion thereof, and (b) that BPP does not make, and expressly disclaims, any representations, warranties, or guarantees as to the condition, usefulness, suitability for any use or purpose, and the useful life of the Temporary Hotel Parking Area or any portion thereof, whether statutory, express or implied, and Owner hereby expressly accepts its easement estates therein upon and subject to such conditions.

3.3 BPP's Right to Relocate Temporary Hotel Parking Area to Structured or Surface Parking within Lot 1. BPP shall have the right to relocate and replace (on a one for one basis) the parking spaces in the Temporary Hotel Parking Area to a structured parking facility or to surface parking spaces within

Temporary Hotel Parking Agreement Page6 5069342v.6 3911/0028 Lot J. Owner agrees to cooperate reasonably with BPP, at no additional cost to Owner, upon sixty ( 60) days' notice, in the relocation of all or any portion of the parking spaces in the Temporary Hotel Parking Area to a structured parking facility or to surface parking spaces within Lot J (such that the parcel ofland on which the Temporary Hotel Parking Area is initially located may, at BPP's option, be unburdened or partially unburdened from any hotel parking obligation), provided that the same number of parking spaces continue to be made available on Lot J ( or, during construction of the structured parking facility on Lot J, within a distance satisfying the City's zoning requirements, for off premise parking, applicable to the Hotel Lot) throughout the term of this Agreement for parking by guests and customers of the Hotel Complex. The relocated Temporary Hotel Parking Area shall be contiguous and shall be in a location that is reasonably acceptable to the Owner. Owner agrees not to unreasonably withhold its approval of any modification or amendment of the terms and provisions of this Agreement requested by BPP or its lender, or the Person financing construction of the structured parking facility on Lot J (including the City, if the City is providing such financing), with respect to the relocation of all or any portion of parking spaces in the Temporary Hotel Parking Area (or the Temporary Hotel Parking Area itself and Owner's parking easement thereto) to a structured parking facility or to surface parking spaces on Lot J. Notwithstanding anything to the contrary contained in this Agreement, in the event of such a relocation: (i) the Owner shall no longer be obligated to maintain, repair, or replace the Temporary Hotel Parking Area; and (ii) the Owner shall not be obligated to contribute toward the cost of operating the structure or parking area or toward any ad valorem tax levied thereon.

ARTICLE IV Additional Parking Provisions

4.1 Security. Tenant (or Subtenant, if applicable) will continue to provide security for the Temporary Hotel Parking Area consistent with the standards of the League and past practices. Neither BPP, Tenant, nor Subtenant makes any representation or warranty to Owner regarding the form or efficacy of the security services to be provided for such areas. Owner and its patrons will use the Temporary Hotel Parking Area at their own risk.

4.2 Temporary Hotel Parking Area. Owner may install, at its option and its own expense, sub-metering equipment to measure Owner's consumption of electricity for purposes of lighting the Temporary Hotel Parking Area ( and its consumption of water and any other utilities that may serve the Temporary Hotel Parking Area). Owner shall pay for the cost of electricity, water and other sub­ metered utility services consumed by Owner in the Temporary Hotel Parking Area. If Owner does not install such sub-metering equipment, BPP shall have the right to allocate a portion of the costs of the electricity, water and other utilities serving the parking areas to the Temporary Hotel Parking Area (which allocation shall be made in the manner that BPP reasonably determines to be fair and equitable), and Owner shall pay the costs so allocated by BPP within 30 days of invoice. Owner shall control lighting on the Temporary Hotel Parking Area, but the lighting must be reasonably satisfactory to BPP.

4.3 Temporary Hotel Parking Area Maintenance. BPP shall be responsible for cleaning the asphalt surface of, and removing litter from, the Temporary Hotel Parking Area so as to keep it in a neat and clean condition. Owner shall be responsible for all costs of maintaining and repairing the Temporary Hotel Parking Area, and the vehicular and pedestrian access ways between the Temporary Hotel Parking Area and the nearest public streets (including card accessed gates and sidewalks). Owner will also be responsible for all costs of maintaining, mowing, weeding, trimming, and watering all landscaped areas within the Temporary Hotel Parking Area.

Temporary Hotel Parking Agreement Page7 5069342v.6 3911/0028 4.4 Minimum Number of Parking Spaces. The Temporary Hotel Parking Area must at all times contain at least 300 parking spaces (surface or structured).

4.5 Marketing Rights. BPP shall be entitled to retain and own as its exclusive property all sponsorship revenues and naming revenues associated with the Temporary Hotel Parking Area.

4.6 Compliance with Laws. Owner shall be responsible, at its own sole expense, for compliance with laws applicable to the parking facilities located on the Temporary Hotel Parking Area. In addition, Owner shall be responsible, at its own sole expense, for ensuring compliance with the Americans with Disabilities Act and similar obligations, regulations, codes, rules and guidelines ( collectively, the "ADA") as the ADA relates to parking for persons with disabilities that are visiting or employed at the Hotel Complex.

4. 7 Prohibited Uses. No Owner Related Party may use the Temporary Hotel Parking Area for any purpose that is not expressly permitted by this Agreement. Owner shall not do, or permit anything to be done by an Owner Related Party, in or about the Temporary Hotel Parking Area that violates applicable law.

ARTICLEV INSURANCE AND INDEMNITY

5.1 Owner Liability Insurance. Owner shall purchase and maintain (i) workers' compensation insurance providing statutory coverage under the laws of the State of Texas for all persons employed by Owner in connection with its activities on the Temporary Hotel Parking Area, (ii) employer's liability insurance with limits ofliability for injury by accident or disease of $2,000,000 for all persons employed by Owner in connection with its activities on the Temporary Hotel Parking Area, (iii) commercial general liability insurance, with a broad form commercial liability endorsement (including contractual liability insurance covering its indemnity obligations hereunder), written on an "occurrence basis" for death, bodily injury and property damage occurring upon, in or about or arising out of or connected with the condition or use of the Temporary Hotel Parking Area with coverage limits not less than $5,000,000 combined single limit, (iv) if Owner's use of the Temporary Hotel Parking Area includes the sale, service or consumption of alcoholic beverages, liquor liability insurance with limits of liability not less than $2,000,000 per occurrence, and (v) business automobile insurance with limits of liability not less than $2,000,000 per accident. Owner shall deliver a certificate of insurance evidencing such insurance coverage to BPP on or before it begins to utilize the Temporary Hotel Parking Area for the parking of automobiles, and shall thereafter deliver certificates of insurance showing renewal or replacement of such coverage to BPP not less than thirty (30) days prior to the expiration of the insurance coverage. The policy providing such coverage shall provide for at least thirty (30) days written notice to BPP before cancellation or modification (below the minimum requirements of this Agreement). BPP shall be named as an additional insured under such insurance.

5.2 Owner Licensee Liability Insurance. Owner will also cause its licensees using the Temporary Hotel Parking Area, and its vendors and contractors performing work or providing services within the Temporary Hotel Parking Area, to maintain (i) workers' compensation insurance providing statutory coverage under the laws of the State of Texas for all persons employed by that party in connection with its activities on the Temporary Hotel Parking Area, (ii) employer's liability insurance with limits of liability for injury by accident or disease of $1,000,000 for all persons employed by that party in connection with its activities on the Temporary Hotel Parking Area, (iii) commercial general liability insurance with coverage limits not less than $2,000,000 per occurrence and $5,000,000 in the aggregate, (iv) if that party's use of the Temporary Hotel Parking Area

Temporary Hotel Parking Agreement Page8 5069342v.6 3911/0028 includes the sale, service or consumption of alcoholic beverages, liquor liability insurance with limits of liability not less than $2,000,000 per occurrence, and (v) business automobile insurance with limits ofliability not less than $2,000,000 per accident. Each of the Parties shall be named as additional insureds under the terms of such policy, as their interests may appear, and such policy shall otherwise be reasonably satisfactory to the Parties. Each insurance policy required to be carried by a licensee, vendor or contractor pursuant to this subsection shall provide that the policy is primary and that any other insurance of any insured or additional insured thereunder with respect to matters covered by such insurance policy shall be excess and non-contributing. Owner shall provide evidence of the required liability insurance maintained by its licensees, vendors and contractors, to BPP at least three (3) Business Days before the commencement of their activities on the Temporary Hotel Parking Area.

5.3 Property Insurance. Owner shall keep all personal property located within the Temporary Hotel Parking Area insured against loss or damage by fire or other casualty, for the full replacement cost thereof, with standard coverage from responsible insurance companies legally authorized to transact business in the State of Texas.

5 .4 Increase in Coverage. If at any time BPP believes that the amounts or scope of insurance coverage required by this Agreement is not in keeping with the Insurance Standard, and an independent insurance consultant reasonably acceptable to the Parties confirms that the amounts or scope of insurance coverage required in this Agreement are not in keeping with the Insurance Standards, BPP may require that Owner increase the coverage to the extent reasonably necessary to ensure that the amounts and scope of insurance coverage of Owner ( and its licensees, vendors and contractors, as applicable) meets the Insurance Standard.

5.5 Failure to Maintain. If at any time and for any reason Owner fails to provide, maintain, keep in force and effect, or deliver to BPP proof of, any of the insurance required by this Article to be maintained by Owner and such failure continues for ten (10) days after notice thereof from BPP, BPP may, but shall have no obligation to, procure single interest insurance for such risks covering BPP (or, if no more expensive, the insurance required by this Agreement), and Owner shall, within ten (10) days after BPP' s demand, pay and reimburse BPP for the cost of procuring such insurance, together with interest at the Default Rate, from the date of payment by BPP until repayment ofBPP in full by Owner.

5.6 Other Requirements. All insurance policies required to be carried by Owner pursuant to the terms of this Agreement shall be effected under valid policies issued by insurers that have an A. M. Best Company, Inc. rating of "A-" or better and a financial size category of not less than "VIII", or the equivalent. Each insurance policy required to be carried by Owner pursuant to this Agreement shall provide that the policy is primary and that any other insurance of any insured or additional insured thereunder with respect to matters covered by such insurance policy shall be excess and non-contributing. Each insurance policy shall also provide that any loss shall be payable in accordance with the terms of such policy notwithstanding any action, inaction or negligence of the insured or of any other person (including Owner and BPP) which might otherwise result in a diminution or loss of coverage, including "breach of warranty", and the respective interests of Owner and BPP shall be insured regardless of any breach or violation by Owner and BPP or any other person of any warranty, declaration or condition contained in or with regard to such insurance policy. Owner may utilize blanket insurance policies to comply with the provisions of this Article V.

5.7 Waiver of Subrogation. Each Party hereby waives and releases all claims, rights of recovery and causes of action that such Party or any person or entity claiming by, through or under such Party

Temporary Hotel Parking Agreement Page9 5069342v.6 3911/0028 by subrogation or otherwise may now or hereafter have against the other Party or any of the other Party's present and future subsidiaries, Affiliates, partners, officers, directors, employees, direct or indirect owners, agents, other representatives, successors and assigns for theft, destruction, loss or damage to property of a Party, whether or not caused by the negligence of the other Party or any of its employees, agents, contractors, licensees or invitees, to the extent that the theft, destruction, loss or damage is covered by property insurance policies that are maintained by the waiving Party ( or would have been covered had the waiving Party maintained the insurance coverages required by this Agreement), including, but not limited to, losses, deductibles or self­ insured retentions covered by such insurance policies.

5.8 Indemnity.

(a) Subject to the operation and effect of Section 5.7, Owner agrees to indemnify, defend and hold harmless, BPP and Lenders from and against any and all liabilities, damages, claims or demands arising out of any accident or incident that causes injury to any person or damage to any property in any way connected with the use or operation of the Temporary Hotel Parking Area by Owner or by persons visiting the Hotel Complex, whether or not caused by the negligence of BPP or Lenders or any of their respective employees, agents, contractors, licensees or invitees.

(b) Subject to the operation and effect of Section 5.7, BPP agrees to indemnify, defend and hold harmless Owner from and against, any and all liabilities, damages, claims or demands arising out of any accident or incident that causes injury to any person or damage to any property in any way connected with the use or operation of the Temporary Hotel Parking Area by BPP, whether or not caused by the negligence of Owner or any of its employees, agents, contractors, licensees or invitees.

ARTICLE VI Miscellaneous

6.1 Successors and Assigns.

(a) The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assignees in title. The easements created hereby are appurtenant to the Hotel Lot. Upon the transfer of Owner's entire interest in the Hotel Lot, the new owner of such interest shall become fully responsible for all obligations of Owner hereunder accruing from and after the date of such transfer; and in such event the former owner of such interest shall be released from all obligations that accrue after the date of the transfer.

(b) BPP may transfer any or all of its rights and obligations hereunder, without the consent of Owner, to any successor owner or ground lessee of the Temporary Hotel Parking Area. Upon the transfer of BPP's entire interest in the Temporary Hotel Parking Area, the new owner(s) of such interest shall become fully (but not joint and severally) responsible for all obligations of BPP hereunder accruing from and after the date of such transfer that are attributable to the Temporary Hotel Parking Area; and in such event the former owner of such interest shall be released from all obligations that accrue after the date of the transfer.

(c) Upon a partial transfer of BPP's interest in the Temporary Hotel Parking Area by BPP or its successor-in-interest, wherein the transferee assumes less than all the obligations of BPP

Temporary Hotel Parking Agreement Page 10 5069342v.6 3911/0028 hereunder, the transferor shall be relieved from liability accruing hereunder after the effective date of such assumption with respect to the obligations so assumed, but shall remain liable for any obligations not so assumed, and for any obligations or liabilities which accrued hereunder on or before the effective date of such assumption. No transferee of BPP shall be liable for a default hereunder on the part of BPP or any other transferee. BPP and each transferee of BPP shall be liable only for those obligations hereunder that relate to its parcel(s) of land, to the extent expressly provided herein, there being no joint and several liability among BPP and its transferees for their respective obligations hereunder.

6.2 Notices.

(a) A notice, communication, or request under this Agreement by Owner or BPP shall be sufficiently given or delivered if dispatched by either (a) certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service (next Business Day service), or ( c) hand-delivery (if receipt is evidenced by a signature of the addressee or authorized agent), and addressed to the applicable Party as follows:

Ifto BPP: Ballpark Parking Partners LLC 5847 San Felipe Drive, Suite 3700 , Texas 77057 Attention: Neil Leibman, President

With a copy to: McGuire, Craddock & Strother, P.C. 500 N. Akard, Suite 2200 Dallas, Texas 75201 Attention: Philip Danze

Ifto Owner: Arlington Stadium Hotel Owner, LLC c/o Loews Hotels Holding Corporation 667 Madison A venue New York, New York 10065 Attention: Corporate Secretary

With a copy to: Latham & Watkins LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Attention: Gary E. Axelrod, Esq.

(b) Any Party may change its address for notice purposes by giving ten (10) days written notice of such change to the other Parties in the manner described above.

( c) Any notice, communication, or request so sent shall be deemed to have been "given" (i) as of the next Business Day after being sent, if sent by nationally recognized express mail service, (ii) as of the third Business Day after being sent, if sent by Certified U.S. Mail or (iii) upon receipt, if sent by hand delivery.

6.3 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. Furthermore,

Temporary Hotel Parking Agreement Page 11 5069342v.6 3911/0028 in lieu of any such invalid, illegal or unenforceable provision, there shall be automatically added to this Agreement a provision as similar to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

6.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

6.5 Force Majeure. In the event any Party shall be delayed or hindered in or prevented from the performance of any act required to be performed by such Party by reason of Force Majeure and with respect to which the Party is diligently and in good faith and with reasonable dispatch seeking to abate and remove the circumstances causing the delay or hindrance or prevention from performance of the act required to be performed by such Party, then the time for performance of such act shall be extended for a period equivalent to the period of such delay. Lack of adequate funds or financial inability to perform or financial or economic losses or hardship resulting from performance shall not be deemed to be a cause beyond the reasonable control of such Party.

6.6 Estoppel Certificate. Each of the Parties shall at any time and from time to time, within ten (10) Business Days after receiving a request from any other Party, deliver to such requesting party and its designee a statement in writing certifying to the best knowledge of the delivering Party (a) whether a default exists hereunder on the part of the requesting party ( and, if so, specifying the default), (b) that this Agreement is unmodified and in full force and effect ( or if there have been any modifications, that this Agreement is in full force and effect as modified and stating the modifications), and ( c) such other matters relating to this Agreement as may be reasonably requested by the requesting Party.

6.7 No Partnership or Joint Venture. Nothing contained in this Agreement is intended or shall be construed in any manner or under any circumstances whatsoever as creating or establishing the relationship of partners or creating or establishing the relationship of a joint venture between Owner and BPP. BPP is not the agent or representative of Owner for any purpose or in any manner under this Agreement, and BPP owes Owner no fiduciary duties or obligations.

6.8 Representatives Not Individually Liable. No member, official, representative, or employee of a Party shall be personally liable to the other Party in the event of any default or breach by that Party on any of its obligations under this Agreement.

6.9 No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and assigns (including mortgagees) and is not intended nor shall it be construed to give any other person or entity any legal or equitable right, remedy, or claim hereunder. No right granted herein shall be deemed to be a gift or dedication to or for the general public or for any public purpose whatsoever, it being the intention of the Parties that this Agreement shall be strictly limited to and for the purposes herein expressed.

6.10 Right to Mortgage. Notwithstanding any other provisions of this Agreement, Owner shall at all times have the right to enter into or grant one or more Mortgages and may encumber, pledge, grant, or convey its rights, title and interest in and to the rights granted to Owner hereunder, as an appurtenance to all, or any portion of, the Hotel Lot, by way of a Mortgage to secure the payment of any loan or loans obtained by Owner to finance or refinance the Hotel Complex from time to time. In the event that Owner enters into or grants any Mortgage:

(a) In the event that BPP gives written notice to Owner of a breach of its obligations under this Agreement, BPP shall forthwith furnish a copy of the notice to the Mortgagees that have

Temporary Hotel Parking Agreement Page 12 5069342v.6 3911/0028 been identified in writing to BPP by Owner. To facilitate the operation of this Section, Owner shall at all times keep BPP provided with an up-to-date list of Mortgagees.

(b) In the event that Owner receives notice from BPP of a breach by Owner of any of its obligations under this Agreement and such breach is not cured by Owner pursuant to the provisions of this Agreement, BPP shall, in addition to the notice provided in Section 6.10(a) hereof, give notice of the failure to cure on the part of Owner to the Mortgagee at the expiration of the period within which Owner may cure as set forth in this Agreement. The Mortgagee may then proceed to cure any such failure and the Mortgagee, if it elects to cure such default, shall give BPP written notice of its intention so to cure within sixty ( 60) days after the receipt of the additional notice herein set forth. In the event that the Mortgagee elects to proceed to cure any such default, the Mortgagee shall do so within the applicable cure period contained in this Agreement; provided, however, that the commencement of the cure period for the Mortgagee shall commence on the date that the Mortgagee notifies BPP of the Mortgagee's election to cure such default.

( c) In the event that the Mortgagee elects to exercise its rights of foreclosure under a Mortgage (or appoint a receiver or accept a deed-in-lieu of foreclosure), within thirty (30) days after foreclosure of Owner's interest in and to the rights granted to Owner hereunder ( or within thirty (30) days after the appointment of a receiver or the obtaining of title to the rights granted to Owner hereunder via a deed-in-lieu of foreclosure), the Mortgagee may at its option:

(i) elect to assume the position of Owner hereunder, in which case, in the event that BPP has terminated this Agreement, BPP agrees that this Agreement shall be deemed reinstated and, in which case, such Mortgagee must cure any default by Owner hereunder that the Mortgagee had received notice of in accordance with the provisions of Section 6.l0(a) hereof within the time frames contained in this Agreement; or

(ii) elect not to reinstate the provisions of this Agreement.

The Mortgagee shall have the right so to elect (i) above of this Section 6.lO(c) only if it shall exercise such right within the thirty (30) day period specified herein.

(d) In no event shall any Mortgagee be deemed to be Owner hereunder or be obliged to perform or observe any of the covenants, terms or conditions of this Agreement on the part of Owner to be performed or observed,

(i) whether as a result of its having become a Mortgagee;

(ii) the exercise of any of its rights under the instrument or instruments whereby it became a Mortgagee (including without limitation, foreclosure or the exercise of any rights in lieu of foreclosure);

(iii) the performance of any of the covenants, terms or conditions on the part of Owner to be performed or observed under this Agreement; or

(iv) otherwise, unless such Mortgagee shall either make the election set forth in Section 6.10 (c)(i) of this Agreement or shall specifically elect under this Section 6.l0(d) to become Owner by written notice to BPP, whereupon such Mortgagee, upon

Temporary Hotel Parking Agreement Page 13 5069342v.6 3911/0028 making any such election as aforesaid, shall then and thereafter for all purposes of this Agreement be deemed to be Owner hereunder.

( e) BPP covenants and agrees with Owner that BPP shall, at the request of Owner made from time to time and at any time, enter into a lender's rights agreement with any Mortgagee ( or potential Mortgagee) identified by Owner, which lender's rights agreement shall be consistent with the terms and provisions contained in this Section 6.10 that apply to Mortgagees and Mortgages. Within thirty (30) days of Owner's written request for a lender's rights agreement pursuant to the provisions of this Section 6.10, time being of the essence, BPP shall execute and deliver to Owner such lender's rights agreement benefiting the identified Mortgagee (or potential Mortgagee) and such Mortgagee's Mortgage ( or potential Mortgagee's potential Mortgage), which executed lender's rights agreement shall be in a form and substance that are reasonably acceptable to BPP and such Mortgagee ( or potential Mortgagee) and that is consistent with and, at the option of such Mortgagee ( or potential Mortgagee) incorporates, the terms and provisions of this Section 6.10 that apply to Mortgagees and Mortgages (such as the Mortgagee notice provisions and the Mortgagee cure rights provisions of this Section 6.10).

(f) Notwithstanding anything to the contrary contained in this Section 6.10, in the event there is more than one Mortgagee, unless BPP is provided with an inter-creditor or other similar agreement that specifies such Mortgagees' rights hereunder, in which case such agreement shall govern, the only Mortgagee that shall be recognized and treated as a Mortgagee for purposes of Section 6. lO(c) hereof shall be the Mortgagee secured by the first Mortgage still outstanding.

6.11 Recordation. Owner shall have the right to record this Agreement in the public real estate records.

6.12 Covenants Run With Land. It is intended that the agreements set forth in this Agreement shall be construed as covenants and not as conditions and that, to the fullest extent legally possible, all the covenants of BPP shall run with the Hotel Lot and, except as otherwise expressly provided in this Agreement, bind the Temporary Hotel Parking Area, for the benefit of the Hotel Lot, throughout the term of this Agreement.

6.13 Rule Against Perpetuities Savings Clause. The Parties intend that all of the rights, titles and interests granted to Owner pursuant to this Agreement constitute current interests that are vested in Owner upon the execution of this Agreement. If, and to the extent that, any of the rights, titles or interests granted to Owner pursuant to this Agreement constitute, or are deemed to constitute, future estates or interests so as to be void or unenforceable in whole or in part as a result of the application of the rule against perpetuities, then, to the extent that there is no other rule of law, statute or judicial decision that would cause such rights, titles or interests to remain enforceable without regard to the provisions of this Section 6.13, then the Parties agree that all such rights, titles or interests that would otherwise be void or unenforceable in whole or in part as a result of the application of the rule against perpetuities, shall terminate as of that date that is twenty (20) years and three hundred sixty-four (364) days after the date of the later to occur of (i) the last to die of the issue who are living on the Effective Date of those natural persons who are members of Cordi sh Enterprises, LLLP on the Effective Date, or (ii) the last to die of the issue who are living on the Effective Date of those natural persons who are indirect equity owners of Owner on the Effective Date.

6.14 Enforcement. The terms and provisions of this Agreement are enforceable with all remedies at law and in equity, including, but not limited to, bringing an action for actual damages, an action for specific performance, an action for temporary restraining orders, preliminary or permanent

Temporary Hotel Parking Agreement Page 14 5069342v.6 3911/0028 injunctions, declaratory judgments or other similar orders for relief; provided, however, that termination of this Agreement is not a remedy available to BPP for a breach by Owner of this Agreement. The Parties hereby acknowledge and stipulate the inadequacy oflegal remedies and the irreparable harm that would be caused by a material breach of any obligation hereunder by either Party.

6.15 Waivers: Remedies. No delay or omission to exercise any right, power or remedy inuring to any Party upon any breach or default of any party under this Agreement shall impair any such right, power or remedy of such Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring, nor shall there be any estoppel to enforce any provision of this Agreement, except by written instrument signed by the Party charged with such waiver or estoppel. All remedies either under this Agreement or by law or otherwise afforded to the Parties shall be cumulative and not alternative.

6.16 Further Assurances. Each Party will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts and assurances as any other Party shall, from time to time, reasonably require, for the better assuring, carrying out and granting of the rights hereby granted or intended now or hereafter to be granted under this Agreement, or for carrying out the intention of this Agreement.

6.17 No Strict Construction. This Agreement is the result of substantial negotiations among the Parties and their counsel and has been prepared by their joint efforts. Accordingly, the fact that counsel to one Party or another may have drafted this Agreement or any portion of this Agreement is immaterial and this Agreement will not be strictly construed against any Party.

6.18 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice-of-law rules, and venue shall be in the State District Court in Tarrant County, Texas.

6.19 Headings. The headings employed in this Agreement are for convenience only and are not intended to in any way limit or amplify the terms and provisions of this lease. Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include each other gender wherever the context requires. This Agreement shall not be construed against either of the Parties more or less favorably by reason of authorship or origin of language.

6.20 WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES CREATED HEREUNDER.

6.21 NO TERMINATION. TERMINATIONOFTHISAGREEMENTBECAUSEOF ABREACH IS NOT AN AVAILABLE REMEDY. NEITHER PARTY MAY CANCEL, RESCIND OR OTHERWISE TERMINATE ITS OBLIGATIONS UNDER TIDS AGREEMENT BECAUSE OF THE OTHER PARTY'S BREACH.

6.22 Condemnation. If any portion of the Temporary Hotel Parking Area is taken pursuant to an exercise of the power of eminent domain, condemnation, expropriation or any conveyance in lieu of condemnation under a threat thereof, the Parties shall apply the proceeds of such award to the cost of

Temporary Hotel Parking Agreement Page 15 5069342v.6 3911/0028 providing replacement parking for the Hotel Complex on the remainder of the Temporary Hotel Parking Area and/or such other location as the Parties may reasonably agree to.

6.23 Casualty. If any portion of the Temporary Hotel Parking Area is damaged or destroyed by fire or other casualty, BPP shall have no obligation to repair, replace or restore the same. In such event, Owner shall be responsible for repairing, replacing and restoring the Temporary Hotel Parking Area, at its sole expense, promptly and efficiently in a good and workmanlike manner in accordance with sound construction practices and in compliance with all applicable laws, ordinances, regulations and requirements of all governmental authorities.

6.24 Self Help. If Owner fails to perform a repair or monetary obligation hereunder and such failure continues for thirty (30) days or more after Owner's receipt of written notice, BPP shall have the right, but not the obligation, to perform the obligation that Owner failed to perform, on behalf of Owner, and Owner shall reimburse BPP the actual costs and expenses so incurred by BPP within thirty (30) days of Owner's receipt of the invoice for same from BPP.

6.25 Authority. Each Party represents and warrants to the other Parties that the representing Party has full power and authority to enter into this Agreement, and that its execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the representing Party.

6.26 Subordination. Any future deeds of trust or mortgages on the Temporary Hotel Parking Area shall automatically, without the necessity of any additional instrument, be subject and subordinate to the terms and conditions of this Agreement and shall be bound by the terms hereof. Any party foreclosing any such deed of trust or mortgage, or acquiring title by deed in lieu of foreclosure or trustee's sale shall acquire title subject to all the terms and provisions of this Agreement, but shall not be liable for any default occurring prior to its acquisition.

6.27 Subordination: Consent by the City. By its joinder in this Agreement, the City as owner of the Temporary Hotel Parking Area has consented and does hereby consent to this Agreement, and the fee simple interest held by the City in the Temporary Hotel Parking Area is hereby made subject and subordinate to the terms of this Agreement without the necessity of the execution of any other document.

6.28 Joinder by Tenant. By its joinder in this Agreement, Tenant as tenant under the Rangers Parking Lease confirms that the easements and rights of use herein granted to Owner do not, on their face, violate the terms of the Rangers Parking Lease.

6.29 Joinder by Subtenant. By its joinder in this Agreement, Subtenant as subtenant under the GLF Sublease confirms that the easements and rights of use herein granted to Owner do not, on their face, violate the terms of the GLF Sublease.

6.30 Disclaimer of Derivative Rights. No consent to the modification, from time to time, or the termination of the provisions of this Agreement will ever be required from any tenant, licensee or concessionaire of a Party, nor will any tenant, licensee or concessionaire of a Party or any employee, customer or business invitee of same, have the right to enforce any of the provisions contained in this Agreement, or to join in any amendment, termination, modification, surrender or cancellation thereof.

6.31 Entire Agreement: Amendments. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and course of dealing relating to such subject matter. Neither Party is relying on any statement or representation

Temporary Hotel Parking Agreement Page 16 5069342v.6 3911/0028 made by the other Party that is not expressly set forth in this Agreement. This Agreement may not be amended except by an instrument in writing signed by the Parties and the City.

(Remainder ofpage intentionally left blank. Signature pages follow.)

Temporary Hotel Parking Agreement Page 17 5069342v.6 3911/0028 This Agreement has been executed and delivered by the duly authorized representatives of the Parties on the date first written above.

OWNER:

ARLINGTON STADIUM HOTEL OWNER, LLC, a Delaware limited liability company

By: Arlington Stadium Hotel JV, LLC, a Delaware limited liability company, its sole Member

By: LH Arlington Holding, Inc., a Delaware corporation, its Managing Member

By: Name: Title:

STATE OF NEW YORK § § COUNTY/CITY OF NEW YORK §

On this ___ day of ______~ 2020, before me,------~ a Notary Public in and for said State, personally appeared -----~ to me personally known, ______of LH Arlington Holding, Inc., the Managing Member of Arlington Stadium Hotel N, LLC, sole Member of Arlington Stadium Hotel Owner, LLC, known to me to be the person who executed the foregoing instrument in behalf of said limited liability company and acknowledged to me that he executed the same for the purposes therein stated, and as his free act and deed and as the free act and deed of said limited liability companies.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in ______the day and year last above written.

(SEAL) Printed Name: ______Notary Public in and for said State Commissioned in ______County My Commission Expires:

Temporary Hotel Parking Agreement Signature Page 5069342v.6 3911/0028 BPP:

BALLPARK PARKING PARTNERS LLC, a Texas limited liability company

By: Its Authorized Representative

THE STATE OF TEXAS § § COUNTY OF TARRANT §

On this ___ day of ______, 2020, before me, ______, a Notary Public in and for said State, personally appeared ------~ to me personally known, ------of BALLPARK PARKING PARTNERS LLC, a Texas limited liability company, known to me to be the person who executed the foregoing instrument in behalf of said limited liability company and acknowledged to me that he executed the same for the purposes therein stated, and as his free act and deed and as the free act and deed of said limited liability company.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office m ______the day and year last above written.

(SEAL) Printed Name: ______Notary Public in and for said State Commissioned in ______County

My Commission Expires:

Temporary Hotel Parking Agreement Signature Page 5069342v.6 3911/0028 JOINDER OF THE CITY

The undersigned joins in the execution and delivery of this Agreement solely for purposes of Section 6.27 above.

THE CITY:

CITY OF ARLINGTON, TEXAS

By: ______Name: Trey Yelverton Title: City Manager

THE STATE OF TEXAS § § COUNTY OF TARRANT §

BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared ------~ known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of the CITY OF ARLINGTON, TEXAS, a municipal corporation of Tarrant County, Texas, and as a City Manager thereof, and for the purposes and consideration therein expressed, and in the capacity therein expressed.

Name: ------Notary Public (NOTARY SEAL) My Commission Expires: ______

Temporary Hotel Parking Agreement Signature Page 5069342v.6 3911/0028 JOINDER OF TENANT

The undersigned joins in the execution and delivery of this Agreement solely for purposes of Sections 4.1 and 6.28 above.

TENANT:

RANGERS STADIUM COMPANY LLC, a Delaware limited liability company

By: ______Name: ______Title:

THE STATE OF TEXAS § § COUNTY OF TARRANT §

This instrument was acknowledged before me on the _ day of -----~ 2020, by ------~as ______of RANGERS STADIUM COMPANY LLC, a Delaware limited liability company, on behalf of said limited liability company.

Notary Public in and for the State of Texas My commission expires on ____

Temporary Hotel Parking Agreement Signature Page 5069342v.6 3911/0028 JOINDER OF SUBTENANT

The undersigned joins in the execution and delivery of this Agreement solely for purposes of Sections 4.1 and 6.29 above.

TENANT:

RANGERS BASEBALL LLC, a Delaware limited liability company

By:------Name: ______Title:

THE STATE OF TEXAS § § COUNTY OF TARRANT §

This instrument was acknowledged before me on the _ day of -----~ 2020, by ______, as ______of RANGERS BASEBALL LLC, a Delaware limited liability company, on behalf of said limited liability company.

Notary Public in and for the State of Texas My commission expires on ___

Temporary Hotel Parking Agreement Signature Page 5069342v.6 3911/0028 Exhibit "A"

Description of the Hotel Lot

Subleasehold interest in that certain Hotel Ground Lease, dated March 14, 2017, by and between Arlington Convention Center Development Corporation, as lessor, and Arlington Stadium Hotel, LLC, predecessor­ in-interest to Arlington Stadium Hotel Owner, LLC, as lessee, a Memorandum of which is recorded as Instrument Number D217056820, being all of the Declarant's interest in Unit I in Arlington Stadium Hotel, a Condominium created pursuant to that certain Condominium Declaration for Arlington Stadium Hotel, a Condominium recorded on March 21, 2017 as Instrument Number D217062558, Official Public Records of Tarrant County, Texas, and

SubSubleasehold interest in that certain Hotel Ground Lease, dated March 14, 2017, by and between Arlington Convention Center Development Corporation, as lessor, and Arlington Stadium Hotel, LLC, predecessor-in-interest to Arlington Stadium Hotel Owner, LLC, as lessee, a Memorandum of which is recorded as Instrument Number D217056820, being all of the Declarant's interest in Unit II in Arlington Stadium Hotel, a Condominium created pursuant to that certain Condominium Declaration for Arlington Stadium Hotel, a Condominium recorded on March 21, 2017 as Instrument Number D217062558, Official Public Records of Tarrant County, Texas, said Subsubleasehold interest as created in Convention Center Annex Lease, dated March 23, 2017, by and between the City of Arlington, Texas, as lessor, and Arlington Stadium Hotel, LLC, predecessor-in-interest to Arlington Stadium Hotel Owner, LLC, as lessee, a Memorandum of same recorded Instrument Number D217065779,Official Public Records of Tarrant County, Texas.

Together with those certain appurtenant easements.

Temporary Hotel Parking Agreement Exhibit A 5069342v.6 3911/0028 Exhibit "B"

Description of Temporary Hotel Parking Area

Bei.ng a 1;669 acres tract of a portion of Lot 1 Block. B. The Ballpark Addition, an addition to the City of Artington, Tarranl County, Texas, recorded in Document No. 0218180462 of the Official; Public Records. Tarrant County., Tex.as ,(OPRTCT), sitooted in the William O'Neal Survey, Abstract No. 1190, and more particularly described by metes and bounds a:s follows:

COMMENCING at a 5/8"' iron rod set with piastre cap stamped "MMA 817-469-1671" for the most northerly comer of said Lot 1 in the southwesterly line of a portion of former Nolan .Ryan Expressway as it appears in Right of Way Easement recorded in Volume 11203, Page 178.ofthe Deed Records of Tarrant County, T•exas (DRTCT); said iron rod having• grid coordinates values per NA083, The Texas state Plane Coordinate System, North Central Zone 4202, of N=6,959,837.9 and E=2,403,493.6 based on GPS observations utilizing: the leica GPS reference network. The average combined scale factor is 1.00012

THENCE ,continuing along said above mentioned common line the following:

S 45"20'36" E, a disrance of 58.n feet to a %" iron rod found with plastic cap stamped ''GRAHAM" for a re-entrant comer of said Lot 1 and comer of said Nolan Ryan;

N 44"'13'21" E, a distance of 15.05 feet to a mark "X" cut in concrete found;

N 45°54'41'" E, a distance of 0.32 ofa. root to a mark "'X" cut in concrete found for comer of said Lot 1 and a northwesterly comer of E. Hoad to Six f lags Drive as it appears in Document No. D209218849 of the Officfal Public Records of Tarrant County. Texas (OPRTCT}.

T HENCE 545°46'01" E, along the northeasterly line of said Lot 1 and the southwesterly l~ne of said E. Road to Sioc Flags Dri.ve., a distance of 215.84 feet to the POINT OF iBEGlNNING whose State Plane Coordinate vales are N=G,959,657.1., E=2,403,700.7.

THENCE S 45°46'01" E, continuing along said northeasterly line of Lot 1 and the said southwesterly lline of E. Road to Six Flags Drive, a distance of 23.32 feet to a mark "X" cut in conaete found at the intersection of the said southwesterly line of E. Road to Six Flags Drive and the west.nne of Nolan Ryan Expressway and being the beginning: of a curve ro the right having a central angle of 32"56'12". a radiusof20;00 feet and a chord bearing and disrance ofS 15°33'22" E, 1 1.34 feet

THENCE along the east line of said Lot 1 and the said west line of Nolan Ryan Expressway the following:

Along, said curve, an arc length of 11.50 feet to a mark "X' cut in concrete found at its endi and the beginning of a curve to the right having a central angle of U4°10f30", a radius of 77.00 feet and a chord bearing and distance of S 02°34'29" W, 5.61 feet;

Along said curve, an arc length of 5.61 feet to a mark "X" cut in concrete found at iits end;

S 04"29'06" W, a distance of 31.41 feet to a ½" iron rod found with plastic cap stamped ''GRAHAM";

Temporary Hotel Parking Agreement Exhibit B, Page 1 5069342v.6 3911/0028 S 02°01'25"' W, a distance of 116.'00 feet to a point from which a mark "X~ cut in concrete found bears S 02"01'25" W. 73.26 feet.

THENCE over and across said Lot 1 the following:

N 88°06'1 1" W, a distance of 52.50 feet;

S 01 °51 '28" W, a distance of 80.52 feet;

S 89°37'24" W, a distance of 273.88 feet;

N 00°22'36" W, a distance of 124.49 feet:

N 43°43'22" E, a distance of 186.61 feet;

N 89°37'24"' E, a distance of 187.85 feet to the point of beginning and containing 72,714 square feet or 1.669 acres, more or less.

The basis of bearings is the Texas State Plane Coordinate System NAD83, North Central Zone 4202. The coordinates values shown are grid. To convert to surrace, apply the combined scale factor of 1.00012.

Temporary Hotel Parking Agreement Exhibit B, Page 2 5069342v.6 3911/0028 Depiction of Temporary Hotel Parking Area

(Labeled "Live by Loews Temporary Parking" in depiction below)

LIVE BY LOff'S TEJIPORARY PARKING LOCATED IN A POR770N OF LOT t, BLOCK B, THE BALLPARK ADDl770N, IN THE l'l O'NEAL SURVEY, ABSTRACT NO, 1190, IN THE CITY OF ARLINGTON, TARRANT COUNTY, TEXAS LEQEND/A,BBREVIA77QNS C/RS 5/8" CAPPE'D IRON ROD SE:T

CJRF CAPPED IRON ROD FOUND DRTCT DEE'D RECORDS, TARRANT COUNTY. TEXAS OPRTCT OFFICIAL PUBLJC RECORDS, TARRANT COUNTY, .TEXAS VOL. VOLUME PG. PAGE NADilJ. (GRID) POC POINT OF COMMENCING ~;~~g~:~}: POB POINT OF BEGINNING CC# COUNTY CLERK'S INSTRUMENT NUMBER 1/2" t/lF CAB CA8JNET (Dl$TIJ118£D) /RF IRON ROD FOUND F/2" I/IF

NADB3 (~~~ N:6953657.1 / £: 240J700, 7 187.85' I N 8937'24• £

LOT 1, BLOCK 8 1HE BALLPARK ADD/llON CC# D2181804.62 OPRTCT

NOT£: n-lE BASIS OF BEARING IS THE TEXAS srATE PLANE COORDINATE SYSTEM NAD83, NORtH CENTRAL ZONE 4202, THE COORDINATE VALUES SHOWN ARE GRID. TO CONVERT TO SURFACE, APPLY THE cl,I.._.. M1"'°11"9 lon....,.lftlNftillu,. plonrq COMBINED SCALE FACTOR OF 1.00012,. BASE POINT Of 0,0,0. tbr,e registration NJmber: · f - ~759 tbpls: registralion/ficcnse number:· 100B8000 519 ea.st borda:r o. r I ! n g t o n , t e x a !l ,7 :6. 0 1 0 617-469-1671

f o 1e : 8 1 7 - 2 7· 4 - 8 7 5 7

w ww. m mo·t-e ltO s ,com

DATE:~- SCALE: t• • TOO' DRAWN BY: _,!1.2._ CHECKED ~:__ !if!!_/!._ JOB. NO.: 28tt_-02=f)_j

Temporary Hotel Parking Agreement Exhibit B, Page 3 5069342v.6 3911/0028 Exhibit "C"

Description of Lot J

Lot 1, Block B of The Ballpark Addition, an addition to the City of Arlington, filed in Cabinet A, Slide 8673A, in the plat records of Tarrant County, Texas.

Temporary Hotel Parking Agreement Exhibit C 5069342v.6 3911/0028