-. E,~~utioll Oo ~ um~1I1 BALLPARK LEASE AGREEMENT between ARLINGTON SPORTS FACILITIES DEVELOPMENT AUTHORITY, INC., as Landlord and RANGERS BALLPARKLLC, as Tenant June.!:12007 Dallas 1120590v. 20 :. - ~ TABLE OF CONTENTS Page ARTICLE I Grant, Term of Lease and Certain Definitions Section 1.1 Section 1.2 Section 1.3 Section 1.4 Leasing Clause ....................................................................................................... 3 Term ... ................................................................. ................................................... 3 Condition of Leased Premises, Denial of Warranties, Commitment of Non- Interference by the City ................... .................................. ........................ ..... 3 Certain Definitions .............................................................. ................................... 4 ARTICLE II Rental and Other Payments Section 2.1 Section 2.2 Rental. ....................................................................................................... ......... .. .. 9 Admissions Surcharge............................................................................................ 9 ARTICLE III Impositions and Utilities Section Section Section Section Section 3.1 3.2 3.3 3.4 3.5 Payment of Impositions ........................................................................................ 10 Contest of Impositions ..................................................................... ............ ........ 10 Ad Valorem Taxes and Exemptions ..................................................................... II Standing ......................... ..... ............................................................. ..................... 13 Utilities ...................................................................................... ................. .......... 13 ARTICLE IV Improvements Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Improvement Rights; Rights to Alter and Demolish; Intellectual Property ...... ... 13 Linear Park ...................................................................................... .................... . 13 Easements and Dedications .................................................................................. 14 Zoning and Other Goverrunental Approvals ........................ ................................ 14 Street Names ........................................................................................................ 15 ARTICLE V Use of Premises Section 5.1 Section 5.2 Section 5.3 Section 5.4 Use ........................................................................................... .............. ............... 15 Compliance with Laws ......................................................................................... 16 Maintenance .............................................................................................. ....... .... 16 Operational Standards for Tenant ........................................................................ 17 (i) Dallas 1120590v.20 .-. - -. Section 5.5 Section 5.6 Section 5.7 Operating Revenues ............................................................................................. 18 Major League Baseball Franchise ........................................................................ 18 Access Rights of Emerald Diamond ......................................... ........................... 18 ARTICLE VI Insurance and Indemnity Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Liability Insurance ................................................................ ..... ........................... 19 Casualty Insurance .............................................................................. ................. 19 Policies ................................................................................................................. 19 Named Insureds; Adjustment of Losses ............................................................... 20 Application of Proceeds of Casualty Insurance .. ................................................. 20 Indemnity ....... .. ...................................................................... ................... ........... 20 ARTICLE VlI Assignment and Subletting Section Section Section Section Section 7.1 7.2 7.3 7.4 7.5 Assignment .............................................................................................. .. ........... 21 Subletting ............................................................................................................. 2 1 Nondisturbance Agreement .................................................................................. 21 General Provisions ............................................................................................... 22 Rights to Use of Seats and Suites ......................................................................... 22 ARTICLE VlII Leasehold Mortgages Section Section Section Section Section Section 8.1 8.2 8.3 8.4 8.5 8.6 Leasehold Mortgage Permitted ............................................................................ 22 Notices to Leasehold Mortgagees ............ .............................. .. ............................ 23 Leasehold Mortgagee's Right to Cure ................................................................. 23 New Lease ............................................................................................................ 24 Leasehold Mortgagee's Liability ......................................................................... 24 No Modification or Surrender .................................................. ...... ...................... 25 ARTICLE IX Default of Tenant Section 9.1 Section 9.2 Section 9.3 Section 9.4 Section 9.5 Monetary Defaults by Tenant... ....... ..................................................................... 25 Non-monetary Defaults by Tenant. ....................................... ............................... 25 Cross-Defaults Under other Agreements ............................................................. 26 Remedies ..................................................................................................... ......... 26 Dispute Resolution ........................................................................................ .. ..... 26 (ii) Dallas 1120590v.20 ~. - -. --. - ARTICLE X Default of Landlord Section 10.1 Section 10.2 Defaults ........................... ........................................ ............................................. 27 Remedies ...................... .......................................................... ... .. ......................... 27 ARTICLE XI Condemnation Section Section Section Section Section Section Section Section 11.1 Definitions ............................................................................... ............................. 28 11 .2 Efforts to Prevent Taking ....... ....... ... ........................... .............................. ........... 28 11.3 Entire Taking .......... .............................................................................................. 28 11.4 Partial Taking....................................................................................................... 28 11.5 Condemnation Award ..... ....................... ........... .................................. ................. 29 11.6 Temporary Taking ..................................................................................... ........... 30 11.7 Settlement of Proceedings .................................................................................... 30 11.8 Exercise of Option ............... ........................................... .... ....................... ........... 30 ARTICLE XII Representations, Warranties and Special Covenants Section 12.1 Section 12.2 Landlord's Representations, Warranties and Special Covenants ......................... 3 1 Tenant's Representations, Warranties and Special Covenants . ........ ............ ....... 33 ARTICLE XIII Option To Purchase Property Section 13.1 Section 13.2 Section 13.3 Section 13.4 Section 13.5 Section 13.6 Section 13.7 Section 13.8 Section 13 .9 Section 13.10 Section 13.11 Section 13 . 12 Section 13.13 Section 13 .14 Section 13.15 Section 13.16 Grant of Option .................... ................................................... ............................. 34 Documents Provided to Tenant .................................... ........................................ 35 Tenant's Right to Extend or Disapprove .............................................................. 36 Survey............................................................................ ....................................... 36 Title Commitment ... ..................... .......................... .. ............................................ 36 Title Exceptions ...................... ................................. ....... ....... ......................... ...... 37 Title Representations and Warranties by Landlord .............................................. 37 Closing Date ................ .............. ....... .................................................................... 37 Tenant's Obligation at Closing ..... ..................................................................... .. 38 Landlord 's Obligation at Closing ... ......................... ............................................. 38 Closing Costs ......................................... ................... ........................................... 38 Condemnation ............................................. ......................... ................................ 39 Revocation by Tenant.. ........... ......................................... ..................................... 39 Landlord 's Default ........... .................................................................................... 39 Tenant' s Default ...................... .............. ......... ...... ......................... ....................... 39 No Assumption Of Liabilities .............................................................................. 39 (iii) Dallas 11 20590v.20 ~ Section 13.17 Scope of Option ...... .............................................................................................. 39 ARTICLE XIV Miscellaneous Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section 14. 1 14.2 14.3 14.4 14.5 14.6 14.7 14.8 14.9 14.10 14.1 1 14.12 14.13 14.14 14.15 14.16 14.17 14.18 14.19 14.20 14.21 14.22 14.23 14.24 14.25 Inspection ............................................... ............ ................................................ .. 39 Estoppel Certi ficates ............................................................................................ 40 Release ........................................................... ... ...... ............................................. 40 Landlord's Right to Perform Tenant's Covenants .............................................. .40 Tenant's Right to Perform Landlord's Covenants .............................................. .40 Notices .................................................................................................................. 41 Successor and Assigns ............... .... .......................... ....... ................................. .... 42 Modifications ....................................................................................................... 43 Descriptive Headings .. .... ..................................................................................... 43 Unavoidable Default and Delays .......................................................................... 43 Partial Invalidity ...... ............. ................................................................................ 43 Applicable Law and Venue .................................................................................. 43 Attorneys' Fees ................................................... ................................................. 43 Interpretation .................................................................................................. ...... 43 Net Lease ......................................... ... ....................................... ........................... 44 Brokerage Commission ........................................ ................................................ 44 Short Form ....... .......... ........................................................................................... 44 Monetary Obligations of Landlord ....................................................................... 44 Merger of Estates .......: ....... .................................................................................. 44 Landlord's Lien Waiver ....................................................................................... 44 Waiver of Consequential Damages ...................................................................... 45 Principles of Construction .................................................................................... 45 Counterparts ............................ ............................................................................. 45 Entire Agreement ............................................................. .................................... 45 Exculpation .................................................... ....................................................... 45 (iv) Dallas 1120590v.20 .-. - -. : . - BALLPARK LEASE AGREEMENT This BALLPARK LEASE AGREEMENT (this "Lease") is executed as of the_ day of June, 2007, by and between ARLINGTON SPORTS FACILITIES DEVELOPMENT AUTHORITY, INC. ("Landlord"), a non-profit industrial development corporation created under and governed by Section 4B of the Development Corporation Act of 1979, as amended (the "Act"), and Rangers Ballpark LLC ("Tenant"), and its successors or assigns, sometimes collectively referred to herein as the "Parties" or singularly as a "Party." In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged and confessed, Landlord and Tenant have agreed and do hereby agree as follows: RECITALS A. The City of Arlington (the "City") and The Texas Rangers, Ltd., whose successor-in-interest is Tenant, entered into that certain Master Agreement Regarding Ballpark Complex Development, dated December 4, 1990 (the "Master Agreement"). Tenant, as successor-ininterest to The Texas Rangers, Ltd., has responsibility for the obligations, and is entitled to the benefits, of The Texas Rangers, Ltd., under the Master Agreement. B. Pursuant to the Master Agreement, Landlord, as lessor, and Rangers Baseball, Inc. ("RBI"), as lessee and the affiliate of Tenant contemplated under the Master Agreement, entered into that certain Lease Agreement dated June 23, 1992, which Lease is evidenced of record by that certain Memorandum of Lease Agreement (the "Memorandum") dated as of June 23 , 1992, by and between Landlord and RBI and recorded in Volume 10683, Page 1899 of the Real Property Records of Tarrant County, Texas (as amended by (i) that Reformation and First Amendment to Lease Agreement dated as of June 23, 1992, (ii) that Second Amendment to Lease Agreement dated January 24, 2006, and (iii) that Third Amendment to Lease Agreement dated October 16, 2006, (the "Prior Lease"), covering the leased premises described therein (the "Original Leased Premises"). C. The entire leasehold interest in the Prior Lease was ultimately assigned by RBI to Tenant pursuant to (i) that Assignment and Assumption Agreement (Ground Lease) effective as of June 16, 1998, between RBI, as assignor, to DIS Real Estate, Inc. ("DSRE"), as assignee, and (ii) that Assignment and Assumption Agreement (Leases), dated as of June 16; 1998, between DSRE, as assignor, and Tenant, as assignee. D. Pursuant to the Master Agreement, Landlord, as optionor, and RBI, as optionee, entered into that certain Option Contract dated June 23, 1992, (the "Original Option Contract"), by which RBI was granted the right and option to purchase the Original Leased Premises, subject to certain payments and conditions. E. RBI's entire right, title and interest in the Original Option Contract was ultimately assigned by RBI to Tenant pursuant to (i) that Assignment and Assumption of Option Contract dated as of June 16, 1998, between RBI, as assignor, to DSRE, as assignee, and (ii) that Assignment and Assumption of Option Contract, dated as of June 16,1998, between DSRE, as assignor, and Tenant, as assignee. Dallas 1120590v.20 -. F. The Original Option Contract was amended by the Dispute Settlement Agreement, as herein defined (the Original Option Contract, as so amended, is herein called the "Option Contract") and, on the date hereof, the Option Contract has been and is superseded and replaced by Article XIII of this Lease. G. The Ballpark and its related properties and facilities were designed and constructed by and under the direction of the predecessors in interest of Tenant under said agreements. H. To pay for a substantial portion of the capital costs of the Ballpark and its related properties and facilities, Landlord issued certain "Ballpark Obligations" pursuant to that Master Taxable Debt Resolution adopted on June 9, 1992 (Resolution No. 92-38), as supplemented by that Third Supplemental Taxable Debt Resolution adopted on May 9, 1995 (Resolution 95-28), and the Prior Lease contains various provisions relating to the Ballpark Obligations. The Ballpark Obligations were fully repaid on November 21, 200 I. I. Pursuant to the authority and powers granted in Chapter 311, Tax Code, the City Council of the City, on June 6, 2007, adopted on second and final reading Ordinance No. 07-037 (the "Plan Ordinance") in which it established and provided for the implementation of the Glorypark Project Development Plan (the "Project Development Plan") and the Glorypark Project Financing Plan (the "Project Financing Plan") for City of Arlington Tax Increment Reinvestment Zone No.5 (the "TlRZ") for the purpose of enhancing the taxable value of real property within the TIRZ and to provide general benefits to the City by improving and expanding access to and the uses of the land around the Ballpark that is currently used for surface parking purposes (the "Development Property") and to encourage and promote private development of and investment in the Development Property. J. The Plan Ordinance expressly requires and authorizes the City Manager of the City to execute the New Franchise Agreement, the Development Option Agreement, the Glorypark Project Development and Financing Agreement, the Development Property Lease, and the Structured Parking Lease, and requires and authorizes the Landlord to execute this Lease and the Centerfield Office Building Lease (as such terms are herein defined), subject to the approval of each such agreement by the City Council of the City. K. In order to fulfill and accomplish the objectives and requirements of the Plan Ordinance, the Landlord has conveyed the Development Property to the City subject to the Prior Lease and Option Contract, as amended, and the City and TRBP (as such term is herein defined) have agreed to execute the New Franchise Agreement, and the City, Landlord and Tenant, and BRE and Emerald Diamond have agreed to divide, amend, restate, and continue the Prior Lease and Option Contract, as amended, upon and subject to the terms and conditions set forth herein, in the Centerfield Office Building Lease, and in the Development Property Lease. -2Dallas 11 20590v.20 ~. -. --. ARTICLE [ Grant, Term of Lease and Certain Defmitions Section 1.1 Leasing Clause. Upon and subject to the tenns, provisions and conditions herein set forth, Landlord does hereby LEASE, DEMISE and LET unto Tenant, and Tenant does hereby take and lease from Landlord, the Leased Premises, TO HAVE AND TO HOLD the Leased Premises, together with all rights, privileges, easements and appurtenances belonging to or in any way pertaining to the Leased Premises, for the tenn herein provided, upon and subject to the tenns, conditions and agreements contained herein. Tenn. The tenn hereof shall be for a period commencing on the Section 1.2 Commencement Date (as herein defined) and tenninating on April II, 2024, unless earlier tenninated in accordance with this Lease. Condition of Leased Premises. Denial of Warranties. Commitment of Section 1.3 Non-Interference by the City. (a) Tenant expressly acknowledges, understands and agrees (i) that it takes and accepts the Leased Premises in their condition, location, and configuration on the Commencement Date, and (ii) that, except as otherwise expressly set forth in this Lease, Landlord 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 any part and all of the Leased Premises, and Tenant hereby expressly continues, accepts and assumes possession of the Leased Premises upon and subject to such condi tions. (b) The City, by its approval of this Lease, and by its acknowledgment of such approval where indicated below, agrees that it will not through direct intervention in the conduct of Ten ant's ordinary and lawful business activities at the Ballpark, or through the exercise of its governmental powers, take voluntary actions that in either event are predominant factors (i) causing material disruption of Tenant's peaceful possession and quiet enjoyment of the Ballpark, as lessee under this Lease, for those uses and purposes pennitted by this Lease as of the Commencement Date on a profitable basis, or (ii) materially impair the exercise of those uses and purposes pennitted as of the Commencement Date and the profitable business and affairs of the Ballpark as an approved "project" under Act. If Tenant believes that the City has violated this provision, then Tenant shall have the right, at its cost and expense, to initiate and pursue the dispute resolution procedures in accordance with Exhibit A hereto. If, as a result of such procedures, it is detennined that the provisions of (i) or (ii) of this subsection have occurred, then the City shall have sixty (60) days during which the same can be corrected, failing which Tenant shall have the right, upon sixty (60) days' notice to the City and Landlord, concurrently with payment of all unpaid amounts under the Dispute Settlement Agreement, to tenninate all, and not less than all, of the New Franchise Agreement in accordance with Section 2.4 thereof, this Lease (including specifically the Purchase Option), and the Centerfield Office Building Lease, but not the Development Property Lease, the Development Option Agreement, and the Structured Parking Lease, -3Dallas 1120590v.20 -. ~. - and to surrender all -of the properties leased under said leases to the Authority, without further liability of any nature or kind ex-cept for any unpaid monetary obligations that have accrued prior to such termination. Section 1.4 Certain Definitions. The following terms shall have the meaning set forth below in this Section 1.4 for all purposes hereof: (a) Act. The Development Corporation Act of 1979, Article 5190.6, Tex. Rev. Civ. Stats. Ann., as amended, as aforesaid. (b) Admissions Surcharge. The One Dollar ($1.00) surcharge to be collected by Tenant on behalf of Landlord for each admission ticket sold for major league baseball games held at the Ballpark, to be collected, held and applied as provided in Sections 2.2 and 5.3 hereof. (c) Ballpark. The major league baseball park originally known as the "Ballpark in Arlington," and currently known as the "Rangers Ballpark in Arlington" and its appurtenant facilities located on the Ballpark Property, excluding the Centerfield Office Building. (d) Ballpark Property. Lot 1, Block A of The Ballpark Addition of the City of Arlington, as shown on that replat of Block A of The Ballpark Addition filed in Cabinet A, Slide 8673A, in the plat records of Tarrant County, Texas, LESS AND EXCEPT the Centerfield Office Building. Lot 1, Block A is bounded on the east side by Ballpark Way, bounded on the south side by Randol Mill Road, and bounded on the west side by Nolan Ryan Expressway. (e) BRE. Ballpark Real Estate, L.P., a Texas limited partnership, and its successors or assIgns. BRE Land. Lots 6C, 8 and II of Block A of The Ballpark Addition of the City of Arlington, as shown on the replat of Block A of The Ballpark Addition filed of record in Cabinet A, Slides 8673A and 8693 in the plat records of Tarrant County, Texas. (f) (g) Centerfield Office Building. That certain centerfield office building and land attached to the Ballpark and having an address of 1000 Ballpark Way, City of Arlington, Tarrant County, Texas, which is leased by Landlord to Emerald Diamond pursuant to the Centerfield Office Building Lease. (h) Centerfield Office Building Lease. That certain Centerfield Office Building Lease Agreement attached to the Plan Ordinance as Exhibit E, dated of even date herewith between Landlord, as landlord, and Emerald Diamond, as tenant, in respect of the Centerfield Office Building, as the same may be amended or supplemented from time to time. (i) City. The City of Arlington, Texas, a home rule city of the State of Texas. -4Dallas 1120590v.20 -. U) Club Sublease. That certain Amended and Restated Sublease Agreement dated as of June 16,1998, effective as of January 1,1995, between DIS Real Estate, Inc., as sublandlord, and TRBP, as subtenant, as assigned to BRE pursuant to that certain Assignment and Assumption Agreement (Leases), dated as of June 16, 1998, by and between DIS Real Estate, Inc., as assignor, and BRE, as assignee and amended by amendment dated October 31, 200 I. (k) Commencement Date. The date first above written, on which date thi s Lease has been fully executed by Landlord and Tenant. (I) Commissioner. The office of the Commissioner of Baseball. The Development and (m) Development Option Agreement. Agreement attached to the Plan Ordinance as Exhibit G. Option (n) Development Property. The tracts of land in the vicinity of the Ballpark defined as the "Development Property" in the Development Property Lease. (0) Development Propertv Lease. That Development Property Lease Agreement attached to the Plan Ordinance as Exhibit F, dated of even date herewith between the City, as landlord, and BRE, as tenant, in respect of the Development Property, as the same may be amended or supplemented from time to time. That certain Dispute Settlement (P) Dispute Settlement Agreement. Agreement and Agreement Not to Pursue Claim, dated as of May 3, 1999, by and among Landlord, the City, Tenant, BRE and Emerald Diamond. (q) Emerald Diamond. Emerald Diamond, L.P., a Texas limited partnership, and its successors or assigns. That Second Amended and Restated Escrow (r) Escrow Agreement. Agreement dated June (City Manager to insert date), 2007, among Landlord, Tenant, BRE, and JPMorgan Chase Bank, as escrow agent, providing for the collection, escrow and disbursement from time to time of the Admissions Surcharge. (s) Franchise. The rights of TRBP to field and operate the Team as a competing member team of the League. (t) Franchise Obligations. The obligations of TRBP to the League as owner of the Franchise. The (u) Glorypark Project Development and Financing Agreement. Glorypark Project Development and Financing Agreement attached to the Plan Ordinance as Exhibit H. (v) Impositions. Taxes, special assessments, levies and liens for any construction performed by or at the direction of Tenant, or its affiliates (other than liens which are payable by Landlord pursuant to written agreements executed by Landlord), -5Dallas 1120590v.20 .:". - assessed and becoming due during the Term against the Leased Premises and any and all Improvements now or hereafter located thereon; provided, however, that building permit expenses and associated construction-related fees (such as impact fees and tap fees) shall be expressly excluded from the term " Impositions." (w) Improvements. All buildings, structures and improvements from time to time connected, installed or situated on the Leased Premises, and other real and personal property associated therewith from time to time situated on the Leased Premises, including the Ballpark. (x) Incremental Funding. The incremental funding for the Ballpark contributed from funds received by Tenant or its affiliates from the lease or sale of lUXUry suites or seat options in the Ballpark, which incremental funding is comprised in part by that indebtedness incurred by Landlord pursuant to that Subordinate Lien Note and Bond Resolution adopted on December 22, 1992 (as amended February 2, 1993, by Resolution No. 93-06) by Landlord (Resolution No. 92-89), as supplemented by (i) Second Supplement to the Subordinate Lien Note and Bond Resolution adopted by Landlord on April 15, 1997 (Resolution No. 97-05), and (ii) Third Supplement to the Subordinate Lien Note and Bond adopted by Landlord on October 13, 1998 (Resolution No. AS FDA 9810). (y) Incremental Funding Documents. All documents, instruments or other agreements evidencing, securing, governing or otherwise pertaining to the Incremental Funding, or any portion thereof. (z) Insurance Trustee. Any bank, insurance company or financial institution selected by any Leasehold Mortgagee or, in the event there is no Leasehold Mortgagee, by the mutual agreement of Landlord and Tenant, to collect all money payable under any insurance policy pursuant to Section 6.5 hereof. (aa) Land Exchange Agreement. The agreement by that name attached to the Plan Ordinance as Exhibit J. (bb) League. Means (i) the Office of the Commissioner of Baseball, an unincorporated not-for-profit association doing business as Major League Baseball, or (ii) any successor professional baseball league in which the Team shall be a member. (cc) Lease. This Ballpark Lease Agreement by and between Landlord, as landlord, and Tenant, as tenant, covering the Leased Premises. (dd) Lease Year. Each twelve (12) month period during the Term hereof, with the first Lease Year beginning on (City Manager to insert date), 2007, and each subsequent Lease Year beginning on the next successive annual anniversary of such date. (ee) Leased Premises. The Ballpark Property, together with all present and future Improvements on the Ballpark Property including, without limitation, the Ballpark, and other rights, privileges, easements and appurtenances benefiting, belonging to or in any way appertaining thereto including, but not limited to (il any and all rights, -6Dall as 1120590v.20 -. privileges, easements and appurtenances of Landlord as the owner of fee simple title to the Ballpark Property, or any portion thereof, now or hereafter existing in, to, over or under adjacent streets, sidewalks, alleys and property contiguous to the Ballpark Property, (ii) reversions which may hereafter accrue to Landlord as owner of fee simple title to the Ballpark Property, or any portion thereof, by reason of the closing or realignment of any street, sidewalk or alley or the abandonment of any rights by any governmental authority, and (iii) any and all strips and gores relating to the Ballpark Property, or any portion thereof, save and except 100% of the rights, titles and interests in all oil, gas and other minerals in, under, produced from or constituting part of the Ballpark Property (whether such minerals are considered part of the surface estate or mineral estate), which rights are hereby reserved by the Landlord. (ff) Leasehold Mortgage. Any mortgage, deed of trust, or other instrument in the nature thereof which encumbers Tenant's leasehold interest in the Leased Premises and any of Tenant's rights, titles and interests hereunder relating to the Leased Premises, including (without limiting the generality of the foregoing) Tenant's right to use and occupy the Leased Premises and Tenant's rights, titles and interests in and to any and all buildings, other improvements and fixtures now or hereafter placed on the Leased Premises. (gg) Leasehold Mortgagee. Any mortgagee, trustee, or anyone that claims an interest by, through or under a Leasehold Mortgage. (hh) . Linear Park. The linear public park owned by the City and known as the Richard Greene Linear Park, which is located along that portion of Johnson Creek that transverses the Development Property. The Linear Park contains and throughout the Term is anticipated to contain, among other things, jogging and biking trails and picnic areas designed to create a river-walk atmosphere and an overall environment that is compatible with the family atmosphere and design of a major league baseball park. The Linear Park is not part of the Development Property or the Leased Premises. (ii) Mortgaged Premises. All of Tenant's leasehold estate under this Lease, or under a new lease as defined and as provided in Article VlII hereof, as applicable, covered by a Leasehold Mortgage. OJ) Name Sponsor. Each sponsor for which the Leased Premises (or portions thereof or Improvements thereon) is named from time to time. (kk) New Franchise Agreement. That certain agreement between Tenant, as owner of the Franchise, on the one hand, and the City, on the other hand, dated the Commencement Date, in which Tenant, as owner of the Franchise, subject to its other terms and conditions, agrees to continuously operate the Team as a member team of the League and to play the Team's home games at the Ballpark until April 11 , 2024, and until April 11,2034, if the Option is exercised. (11) New Transaction Documents. Collectively, this Lease, the Development Property Deed, the Centerfield Office Building Lease, the Development Property Lease, -7Dallas 1120590v.20 ~. -. : . the New Franchise Agreement, the Development Option Agreement, the New Convention Center Parking Agreement, the Land Exchange Agreement, and the Glorypark Project Development and Financing Agreement. (nun) Nondisturbance Agreement. An agreement between Landlord and any Subtenant of any portion of the Leased Premises as required by and conforming with the provisions of Section 7.3 hereof (nn) Option. Has the meaning set forth in Section 13.1(a) hereof. (00) Option Price. The purchase price to be paid if the Option is exercised and the purchase of the Purchase Property is closed in accordance with Article XIII hereof. (pp) Rental. The rental for the use and occupancy of (a) the Leased Premises, (b) the Centerfield Office Building under the Centerfield Office Building Lease, and (c) the Development Property under the Development Property Lease, all as provided in Section 2.1 hereof, for the time period provided therein. (qq) Seats. Those certain seats in the Ballpark which shall be subject to certain rights and options granted by Landlord entitling the owner and holder of such rights and options to purchase season tickets to the regular and championship season home games of the Team, and to certain other events in the Ballpark, all as more fully provided in the Incremental Funding Documents. (rr) Structured Parking Facilities. The portion of the Public Improvements to be provided under the Plans and the Structured Parking Lease for public parking for events at the Ballpark and other developments within the area. (ss) Structured Parking Lease. The Structured Parking Lease Agreement attached as Exhibit 3 to the Development Financing Agreement. (tt) Subtenant. Any person or entity to whom or to which Tenant grants or licenses any rights to occupy, use, operate or manage all or any portion of, or provide or sell food, beverages, services, merchandise or goods within, the Leased Premises, including, without limitation, any Name Sponsor. (uu) Suites . Those certain luxury suites in the Ballpark which shall be subject to certain rights of use granted by Landlord, all as more fully provided in the Incremental Funding Documents. (vv) Team. The "Texas Rangers Baseball Club," a member baseball team of the League pursuant to the rights granted by the League to TRBP pursuant to the Franchise. (ww) Term. The term hereof as provided in Section 1.2. (xx) TRBP. owning the Team. Texas Rangers Baseball Partners, a Texas general partnership -8Dallas 1120590v.20 -. ~' . (yy) Zoning District Ordinance. Ordinance No. 07-038, adopted by the City Council of the City on second and final reading on June 5, 2007, creating a planned development zoning district encompassing the Development Property. ARTICLE II Rental and Other Payments Section 2.1 Rental. (a) Tenant shall pay to Landlord Rental under this Lease for (i) the use and rights of occupancy of the Leased Premises by Tenant under and in accordance with this Lease, (ii) the use and rights of use of Centerfield Office Building by Emerald Diamond under and in accordance with the Centerfield Office Building Lease, and (iii) the use and rights of use of, and rights to acquire title to, the Development Property by BRE under and in accordance with the Development Property Lease and the Development Option Agreement, all as permitted and provided in the Plan Ordinance. (b) The Rental for the use and occupancy of all of said properties is $2,000,000.00 per annum throughout the Term, payable in equal monthly installments of $166,666.66 on the first day of each month; provided that if the Commencement Date is not the first day of a month, the installment of Rental for that month shall be reduced on a pro rata basis according to the number of days remaining in that month. If this Lease terminates on a day other than the anniversary of the Commencement Date, the Rental for such partial year shall be proportionately reduced and the remaining Rental shall be payable, or the excess portion of Rental previously paid shall be refunded, as applicable, on such date of termination. (c) Landlord acknowledges and agrees that the Rental required to be paid by this Section constitutes full and adequate consideration and payment for the use and occupancy of the Leased Premises under this Lease, and of the Centerfield Office Building under the Centerfield Office Building Lease, and of the Development Property under the Development Property Lease, and that no additional payments of rent under those leases is or shall be required so long as the Rental is paid under this Lease on a full and timely basis. The lessees under said leases may at any time and under any circumstances cite such payments, if paid at the times and in the amounts herein required, as full consideration for theIr use and occupancy of the premises leased under said leases. Section 2.2 Admissions Surcharge. (a) Tenant shall cause the owner of the Team to continue collecting throughout the Term, the Admissions Surcharge on all paid admission tickets to major league baseball games of the Team and Major League Baseball special games held at the Ballpark. The Admissions Surcharge so collected for each calendar year shall be deposited to an escrow account at JPMorgan Chase Bank, to be held and disbursed by JPMorgan Chase Bank in accordance with the Escrow Agreement, until such time as the Incremental Funding is fully repaid, after which time Tenant (or its Subtenant) may cause -9Dallas 1120590v.20 -, the owner of the Team to continue to collect and retain the Admissions Surcharge for so long as Tenant may desire, for application to the maintenance of the Ballpark under Section 5.3 below. Such deposits shall be made on or before the fifth business day of each month following a month in which the Admissions Surcharge is collected. The aggregate amount of the Admissions Surcharge for each calendar year, in no event to exceed Two Million Dollars ($2,000,000.00), has been pledged as security for the payment of the Incremental Funding and such portion of the Admissions Surcharge shall be applied by JPMorgan Chase Bank to the payment of the Incremental Funding in accordance with the Incremental Funding Documents. All amounts of the Admissions Surcharge for any calendar year not actually applied to the payment of the Incremental Funding as herein provided shall not be subject to the liens contemplated in this Section and shall be applied to the maintenance of the Ballpark under Section 5.3 below. Tenant does not make any representations or warranties, either express or implied, as to the aggregate amount of the Admissions Surcharge which will be raised or that it will equal or exceed $2,000,000.00 in any calendar year. (b) If, at any time, either before or at the maturity date of the Incremental Funding, the amount of the Admissions Surcharge that has been deposited to the escrow account in accordance with subsection (a), above, is less than the amount required to pay all maturing Incremental Funding, when due, the Tenant and/or the Team shall deposit, within ten (10) business days after notice from the City of such deficiency and from any source required, the amount of money needed to pay all maturing Incremental Funding when and as due and payable. ARTICLE III Impositions and Utilities Section 3.1 Payment of Impositions. Except as provided elsewhere in this Article lll, Tenant shall pay all Impositions before the same become delinquent, and Tenant shall at the request of Landlord furnish to Landlord receipts or copies thereof showing the payment of such Impositions. Tenant shall be entitled to pay any Impositions in installments as and to the extent the same may be permitted by the applicable taxing authority or claimant. Landlord agrees to cooperate with Tenant in seeking the delivery of all notices of Impositions to Tenant directly from the applicable taxing authorities. In no event shall Tenant be in default under this Lease for failure to pay any Impositions before the same become delinquent for which the notice of such Impositions shall have been delivered to Landlord and not forwarded or delivered to Tenant at least thirty (30) days before the date the same become delinquent. Section 3.2 Contest of Impositions. If the levy of any of the Impositions shall be deemed by Tenant to be improper, illegal or excessive, or if Tenant desires in good faith to contest the Impositions for any other reason, Tenant may, at Tenant's sole cost and expense, dispute and contest the same and file all such protests or other instruments and institute or prosecute all such proceedings for the purpose of contest as Tenant shall deem necessary or appropriate; provided, however, that Tenant shall not permit any lien which may be imposed against the Leased Premises for contested Impositions to be foreclosed and, at or prior to any such contest, Tenant shall adequately indemnify or secure Landlord thereof to its reasonable -10D.llas 1120590v.20 :. - -. ~. satisfaction. Subject to the foregoing, any item of contested Imposition need not be paid until it is finally adjudged to be valid. Tenant shall be entitled to any refund of any Imposition that had been theretofore paid by Tenant. Landlord shall be entitled to any refund of any Imposition that had been paid by Landlord, less any costs of Tenant expended by it in pursuit of the right to receive such refund. Section 3.3 Ad Valorem Taxes and Exemptions. (a) Landlord and Tenant acknowledge, reconfinn, and restate their prior detenninations and claims that the land and the existing improvements comprising the Leased Premises, including the leasehold interest of Tenant under the Prior Lease and hereunder, for so long as the Leased Premises are owned by Landlord on behalf of the City, or are owned by the City, and are used as a "project" under the Act as originally enacted, will continue to be exempt from ad valorem taxes as exempt properties under the current and applicable provisions of the Texas Constitution, the Texas Tax Code, Section 4B of the Act, and other applicable laws of the State of Texas. So long as applicable law relating to the tax . exempt status of the Leased Premises remains unchanged from the date of this Lease, Tenant is authorized to assert, insist upon, continue, and restate this joint detennination and claim in any agency, forum, or court having jurisdiction and at which the question may arise or be presented, and Landlord, at the request and expense of Ten ant, agrees, if requested by Tenant and assuming Landlord has legal standing to do so, to jointly take and pursue such lawful actions with Tenant, including, if necessary, judicial actions, as may be available and appropriate, to protect and defend the Leased Premises as initially named and used as a "project" under Section 4B of the Act, as originally enacted, and the leasehold interest of Tenant therein, against the levy, assessment or collection of ad valorem taxes by any govemmental agency having the power and required to levy, assess, and collect such taxes under currently applicable law. (b) If, pursuant to the authority granted to Tenant under Section 4. 1 of this Lease, Tenant elects to construct improvements to the Leased Premises in addition to the improvements located thereon on the Commencement Date or to alter, add to, or modify the uses of any portion of the Leased Premises, Tenant may, at its option, assert or claim that the altered, additional, or modified uses of the Leased Premises also constitute "projects" under the Act or that, for other legal reasons constitute "exempt properties" under applicable law and are exempt from ad valorem taxation in any agency, forum, or court and in accordance with any procedures for claiming such exemptions as are pennitted by applicable law, including the Tarrant County Central Appraisal District and the subsequent administrative and judicial procedures that are currently or in the future pennitted by the Texas Tax Code. If Tenant claims any such exemptions in any such request or proceeding, Landlord shall provide such verifications and certifications showing its ownership of the fee title to the Leased Premises and the improvements thereon and shall, at Tenant's sole expense, otherwise reasonably cooperate in such contest, to the extent reasonably requested by Tenant. If, after making any application to any agency or body having jurisdiction, any administrative detennination that is adverse to Tenant's claimed exemption may be contested by Tenant in any proper court or forum in any manner provided by law so long as Tenant takes all action necessary or, in the -11Dallas 1120590v.20 -. : . - reasonable opinion of Landlord, desirable to protect the Leased Premises, or any part thereof, from foreclosure of any liens for taxes. In the event of a failure of such contest, and if the planned improvements are finally found and determined not to be exempt and to be subject to ad valorem taxation, Tenant shall pay such taxes before the same become delinquent, subject to Tenant's general right of contest contained in Section 3.2. (c) Landlord and Tenant acknowledge and agree that certain benefits accrue to Landlord and Tenant by virtue of Landlord's ownership of fee title to the Leased Premises and that such benefits are material inducements to Landlord and Tenant to enter into this Lease. Accordingly, Landlord covenants and agrees that, during the Term of this Lease and any renewals or extensions thereof, and prior to the termination of this Lease, it will at all times own and hold title to the Leased Premises, as encumbered by thi s Lease, for the benefit of and on behalf of the City in accordance with Section 4B of the Act, and further covenants and agrees that it will not sell, transfer or otherwise convey all or any portion of the Leased Premises to any person or entity, other than to the City if required by the City under the articles of incorporation of Landlord, without the prior written consent of Tenant. Landlord will give Tenant at least sixty (60) days prior written notice of any proposed transfer of all or any portion of the Leased Premises. If any such transfer threatens to result or actually results in the imposition of any ad valorem tax liability against the Leased Premises or Tenant, Tenant (and its affiliates) shall have the right to offset Rental payments by the amount of any such tax liability and to obtain an injunction prohibiting any such transfer. (d) Landlord further agrees not to take any action that may cause the levy, assessment or collection of any such ad valorem taxes. If, for any reason, it should be finally determined that the interests of Landlord or Tenant in and to the Leased Premises and/or any of its properties and facilities, as they are configured and used on the Commencement Date, are no longer exempt from taxation by reason of a change of law or otherwise, then Tenant shall pay such taxes before they become delinquent, subject to Tenant's right of contest as provided in Section 3.2 of this Lease, and the aggregate amount of such taxes owing and paid to the City, but not to other taxing jurisdictions, throughout the Term of this Lease shall be applied as a credit against each of (i) the Rental due under this Lease in the order of the next maturing installments, and (ii) the Option Price. (e) Notwithstanding anything to the contrary contained herein, all amounts, if any, paid by Tenant for any occupancy, succession, or transfer tax levied by the federal , state, or any local government, including Landlord or the City, upon or with respect to Tenant's occupancy or transfer of its leasehold interest in the Leased Premises, or any sale, excise or use taxes, if any, imposed on or with respect to the Rental paid to Landlord, shall also be applied as a credit against each of (A) the Rental due under this Lease in order of the next maturing installments, and (B) the Option Price. (f) Notwithstanding anything action (i) requested by Tenant under this Tenant's cost or expense as provided for party costs, including outside attorney to the contrary, if Landlord undertakes any Section 3.3, or (ii) that is to be performed at in this Lease, then Tenant shall pay all thirdfees and expenses, reasonably incurred by -12D,lIas 1120590v.20 -. .-. Landlord, or, within thirty {3D} days after written demand therefor, reimburse such costs to Landlord; provided that Landlord has notified Tenant in writing of the anticipated amount of such costs prior to incurring any costs. Notwithstanding the foregoing, Landlord shall be responsible for its own internal administrative and legal el6: day of ~~ ~({)'] . by ~~ ~lI\ ~Qlli"vljW,e,l,:n"Of Arlington Sports Facilities Development Authority, Inc., a ,N\. '" My Commission Expires: O~C\O\dCCP\ STATE OF TEXAS § COUNTY OF TARRANT § .1... -____ , This instrument was acknowledged before me on the r l y of 2007, by Casey Shilts, Executive Vice President, General Counsel and Secretaryof HSG Partnership Holdings LLC, a Texas limited liability company, in its capacity as managing partner of Texas Rangers Baseball Partners, a Texas general partnership, on behalf of such limited liability company and partnership. Notary Public in and for the State of Texas [SEAL] My Commission Expires: · ;.. ·· .... ,. · -...::·~· ·~......;t DAVA pOll • NOTARY PUBLIC STATE OF TEXAS '..' " ' .' ~"" ~xp. 6·23·2010 - - ~ -., ' -' -48Dallas 1120590v.20 -. EXHIBIT A ARBITRATION PROCEDURES Section l. Arbitration. l.1 Regular Arbitration. Except for a Dispute or Controversy between Landlord and Tenant that is required to be resolved by Fast-Track Arbitration (defined below), binding arbitration of a Dispute or Controversy shall be conducted in accordance with the following procedures ("Regular Arbitration"): (a) The person seeking arbitration hereunder (the "Electing Party") shall request such arbitration in writing, which writing shall be delivered to the other persons to be made parties to such arbitration (the "Other Parties to Arbitration") and include a clear statement of the matter(s) in dispute. If a legal proceeding relating to the matter(s) in dispute has previously been filed in a court of competent jurisdiction (other than a proceeding for injunctive or ancillary reliet), then any request to arbitrate under this paragraph shall be delivered within ninety (90) days of the date that the Electing Party receives service of process in such legal proceeding. Except to the extent provided in this Exhibit A, Regular Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association; if there is any conflict between such Commercial Rules and the terms and provisions of this Exhibit, this Exhibit shall govern. Any arbitration hereunder shall be conducted by a single arbitrator who shall be appointed upon the mutual agreement of the Electing Party and the Other Parties to Arbitration (collectively, the "Parties to Arbitration"; individually, a "Partv to Arbitration") within twenty (20) days of the date the written request for arbitration by the Electing Party was delivered to the Other Parties to Arbitration. In order to facilitate any such appointment, the Electing Party shall submit a brief description (no longer than two (2) pages) of the Dispute or Controversy to the Other Parties to Arbitration. In the event the Parties to Arbitration are unable to agree on a single arbitrator within the twenty (20) day period, then the arbitrator shall be appointed by the then-serving administrative judge of the civil trial division of Tarrant County, Texas or any successor thereto within the next ten (10) day period. The Electing Party shall make the request for appointment of an arbitrator and furnish a copy of the aforesaid description of the Dispute or Controversy to said judge. Each Party to Arbitration may, but shall not be required to, submit to said judge a list of up to three (3) qualified individuals as candidates for appointment as the arbitrator whose schedules permit their service as arbitrator within the time periods set forth herein, and the judge shall select the arbitrator from among the indi viduals proposed by the Parties to Arbitration. No Party to Arbitration shall have any ex parte communications with any nominee or any arbitrator once selected pursuant to this Section 1. 1Cal. (b) Within thirty (30) days of the date the arbitrator is appointed, the arbitrator shall notify the Parties to Arbitration in writing of the date of the arbitration heating, which hearing date shall be not less than one-hundred twenty (120) days from the date of the arbitrator's appointment. The arbitration hearing shall be held in Arlington, Texas. At the hearing, the testimony of witnesses and experts called by each Party to Arbitration shall be heard. Depositions may be taken and other discovery may be made in accordance with the Texas Rules of Civil Procedure, provided that (i) depositions and other discovery shall be completed A-I Dallas 1120590v.20 .-. - -. within ninety (90) days of the appointment of the arbitrator, (ii) there shall be no evidence by affidavit allowed, and (iii) each Party to Arbitration shall disclose a list of all documentary evidence to be used and a list of all witnesses and experts to be called by the Electing Party in the arbitration hearing at least twenty (20) days prior to the arbitration hearing. The arbitrator shall issue a final ruling within thirty (30) days after the arbitration hearing. Any decision of the arbitrator shall state the basis of the award and shall include both findings of fact and conclusions of law. Any award rendered pursuant to the foregoing, which may include an award or decree of specific performance hereunder, shall be final and binding on, and non-appealable by, the Parties to Arbitration and judgment thereon may be entered or enforcement thereof sought by any Party to Arbitration in a court of competent jurisdiction. The foregoing deadlines shall be tolled during the period that no arbitrator is serving until a replacement is appointed in accordance with this Exhibit A. (c) Notwithstanding the foregoing, nothing contained herein shall be deemed to give the arbitrator appointed hereunder any authority, power or right to alter, change, amend, modify, waive, add to or delete from any of the provisions of the Lease or any other New Transaction Agreement. 1.2 Fast-Track Arbitration. The Parties to Arbitration shall agree upon an independent third party who is mutually acceptable to all Parties to Arbitration (the "Fast-Track Arbitrator") and an alternate third party (the "Alternate") to decide a Dispute or Controversy required by the Lease to be resolved by Fast-Track Arbitration. [f the Parties to Arbitration are unable to agree on a third party to serve as the Fast-Track Arbitrator or if the Fast-Track Arbitrator or Alternate are unable or fail to act in such capacities, any applicable Dispute or Controversy shall be referred to Regular Arbitration pursuant to Section 1.1 of this Exhibit A. Arbitration known as "Fast-Track Arbitration" shall be conducted in accordance with the following procedures: (a) Any Party to Arbitration may refer a Dispute or Controversy required to be resolved by Fast-Track Arbitration by providing written notice to the Fast-Track Arbitrator and the other Parties. Such notice shall include a clear statement of the matter(s) in dispute and a brief description (no longer than two (2) pages) of the Dispute or Controversy. [f a Party to Arbitration gives written notice of the referral of such Dispute or Controversy to Fast Track Arbitration, the other Parties to Arbitration shall be bound to enter into Fast-Track Arbitration and may not utilize the procedures of Regular Arbitration, except in the circumstances described in the second sentence of Section 1.2 above or in Section 1.2(d) below). The Parties to Arbitration may also mutually agree (but shall have no obligation) to enter into Fast-Track Arbitration to resolve any other Dispute or Controversy (in addition to those listed above) by providing joint written notice to the Fast-Track Arbitrator. [n the event that the Fast-Track Arbitrator is unavailable to resolve the Dispute or Controversy within the time period stated in the next sentence, the Dispute or Controversy shall be referred to the Alternate. (b) The Fast-Track Arbitrator or the Alternate, as the case may be (i.e., whichever one serves as the "arbitrator" for the Fast-Track Arbitration), shall be directed to resolve the Dispute or Controversy within fifteen (15) days of the referral , and the arbitrator shall diligently endeavor to resolve such Dispute or Controversy within such fifteen (15) day time A-2 Dallas 1120590v.20 : . - -. period. The arbitrator shall schedule, and the Parties to Arbitration may attend, a hearing at which the testimony of witnesses and experts called by each Party to Arbitration will be heard. No depositions or discovery shall be permitted, and no evidence by affidavit shall be allowed in such Fast-Track Arbitration proceeding. Except as set forth in this Exhibit A, Fast-Track Arbitration shall otherwise be conducted in accordance with the Commercial Rules of the American Arbitration Association; provided, however, that the arbitrator may further modify such rules, in a manner consistent with the terms and conditions of this Exhibit A, in order to expedite resolution of the Dispute or Controversy. (c) The arbitrator's decision shall be set forth in a written decision that the arbitrator shall furnish to the Parties to Arbitration on the fifteenth (15th) day or, if such day is not a Business Day, the next Business Day. The Parties to Arbitration shall cooperate promptly and in good faith in providing to the arbitrator any information reasonably needed to resolve the Dispute or Controversy within the specified time period. Unless a Party to Arbitration gives written notice of dissatisfaction with the decision (as permitted under Section 1.2(d) of this Exhibit A, the decision of the arbitrator shall be final and binding on, and non-appealable by, the Parties to Arbitration and judgment thereon may be entered or enforcement thereof sought by any Party to Arbitration in a court of competent jurisdiction. (d) The decision of the arbitrator under Section 1.2(c) shall be final and binding on the Parties to Arbitration unless written notice of dissatisfaction with the decision is given by one Party to Arbitration to the other Parties to Arbitration within fifteen (15) days of the date of the written decision of the arbitrator, in which event the Party to Arbitration giving such notice must refer the Dispute or Controversy to Regular Arbitration. Section 2. Further Qualifications of Arbitrators: Conduct. Every person nominated or recommended to serve as an arbitrator pursuant hereto shall be and remain at all times neutral and wholly impartial, and shall have substantial experience and knowledge in the substantive laws applicable to the subject matter of the Dispute or Controversy and shall have substantial experience with issues of such nature concerning multi-purpose public sports and entertainment facilities for professional sports teams, and the public/private relationships and aspects related thereto. All arbitrators shall, upon written request by any Party to Arbitration, provide the Parties to Arbitration with a statement that they can and shall decide any Dispute or Controversy referred to them impartially. No arbitrator shall currently be employed by or represent, or have previously been employed by or represented, a Party to Arbitration or, if not a Party to Arbitration, the Club, the League, any member team of the League, or any affiliates or subsidiaries thereof, or have any material financial dependence upon any such person or Party to Arbitration, nor shall any arbitrator have any material financial interest in the Dispute or Controversy. Further, all arbitrators must meet the qualifications and adhere to the standards of Sections 154.052 and 154.053 of Chapter 154, TEXAS CIVIL PRACTICE AND REMEDIES CODE. Section 3. Applicable Law: Limitations on Authoritv. The agreement to arbitrate set forth in this Exhibit A shall be enforceable in either federal or state court. In deciding the substance of any such Dispute or Controversy, the arbitrator shall apply the substantive laws of the State of Texas. The arbitrator may, but shall not be required to, provide for such remedies as A-3 DoUas 1120590v.20 : . - are available at law or in equity in accordance with the Applicable Laws of the State of Texas, and in accordance with the terms and conditions of the Lease. Section 4. Consolidation. If the Parties to Arbitration initiate mUltiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then the Parties to Arbitration hereby agree that all such proceedings may be consolidated into a single arbitral proceeding as determined by the arbitrator in the earliest commenced of the multiple proceedings. Pendency of Dispute: Interim Measures. The existence of any Dispute or Section 5. Controversy eligible for referral or referred to arbitration hereunder, or the pendency of the dispute settlement or resolution procedures set forth herein, shall not, in and of themselves, relieve or excuse any Party to Arbitration from its ongoing duties and obligations under the Lease or any right, duty or obligation arising herefrom; provided, however, that during the pendency of arbitration proceedings and prior to a final award, upon written request by a Party to Arbitration to the arbitrator (with contemporaneous notice thereof to the other Party to Arbitration), the arbitrator may issue interim measures for preservation or protection of the status quo. Section 6. Complete Defense. The Parties to Arbitration agree that compliance by a Party to Arbitration with the provisions of this Exhibit A shall be a complete defense to any suit, action or proceeding instituted in any federal or state court, or before any administrative tribunal by another Party to Arbitration with respect to any Dispute or Controversy which is subject to arbitration as set forth herein, other than a suit or action alleging non-compliance with a final and binding arbitration award rendered hereunder. Costs of Arbitrator. The costs and expenses of the arbitrator and the Section 7. additional incidental costs of arbitration shall be shared equally by all the Parties to Arbitration; provided, however, that if Landlord fails or is unable to pay its share of any such costs or expenses and such failure is continuing beyond the expiration of any cure applicable thereto, then Tenant shall pay such share and the amount so paid by Tenant shall be applied as a credit against the Rentals due under this Lease pursuant to the terms hereof. A-4 Dall as 1120590v.20