Exhibit 10.15b
GROUND LEASE WITH OPTION
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This Ground Lease Agreement is made as of the 1st day of June, 1996
("Agreement"), by and between XXXX X. XXXXXXX, trustee of Xxxx X. Xxxxxxx
Revocable Trust dated December 28, 1989 (hereinafter referred to as "Lessor"),
and XXXX X. XXXXXXX HOTELS TWO, L.P., a Delaware limited partnership
(hereinafter referred to as "Lessee").
W I T N E S S E T H:
WHEREAS, Lessor owns certain unimproved real property located in
Pulaski County, Arkansas; and
WHEREAS, Lessor wishes to lease to Lessee, and Lessee wishes to lease
the property from Lessor, for the purpose of constructing a full service hotel
and convention center thereon.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties agree as follows:
1. PROPERTY. For and in consideration of the rent to be paid and the
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covenants to be performed by Lessee hereunder, Lessor hereby leases to Lessee
the real property described in Exhibit "A" attached hereto and made a part
hereof (the "Property").
2. LEASE TERM. The term of this Lease shall be for a period of forty
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(40) years (the "Lease Term"), commencing as of May 15, 1996 (the "Commencement
Date") and terminating on May 14, 2036, both dates inclusive.
3. RENT.
(a) Rent. Commencing upon the earlier of Lessee's receipt of a
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certificate of occupancy from Pulaski County or the commencement of
business operations on the Property, Lessee agrees to pay to Lessor
rent (the "Rent") as follows:
Year 1 - $80,000 annually
Year 2 - $100,000 annually
Year 3 - $120,000 annually
Year 4 - $120,000 annually
Year 5 - $120,000 annually
For each successive lease year provided for in this Lease, the rental
amount will be increased to an amount equal to the product of the increase in
the Consumer Price Index ("CPI") comparing the CPI at the commencement date with
the starting date of the renewal term and multiplying the percentage increase by
the $120,000 annual rent, provided, however, that in no event shall the rent be
less than $120,000 per year.
If at any time required for the determination of the additional rent
the Index is no longer published or issued, the parties shall use such other
Index as is then generally recognized and accepted for similar determinations of
purchasing power.
(b) Payment of Rent. The Rent shall be payable in quarterly
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installments on the first day of January, April, July and October of
each year during the Lease Term.
Unless and until Lessee is otherwise notified in writing by
Lessor, Lessee shall pay all rent and other amounts payable to Lessor
under this Agreement by
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check or draft made payable to Lessor and either hand delivered or
mailed by Lessee to Lessor's address shown in Section 20 herein.
4. LESSOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Lessor
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hereby represents, warrants, and covenants the following to Lessee:
(a) Suitability. Lessor knows of no circumstances or conditions
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which would render the Property inappropriate for the construction and
operation of hotel and restaurant facilities.
(b) Title. Lessee has good and marketable fee simple title to the
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Property.
(c) Contracts. It is understood by the parties hereto that Lessee
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intends to use the Property for the construction and operation of a
hotel and accompanying restaurant facilities. There are no licenses,
contracts, or leases to which Lessor is a party and which materially
and adversely affect the ownership or management of the Property, as
set forth herein.
(d) Zoning. Under the zoning and ordinances applicable to the
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Property, the anticipated use of the Property as a hotel with
accompanying restaurant facilities is proper and does not violate
those laws or ordinances.
(e) Availability. There are no adverse or other parties in
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possession of the Property, or of any part thereof. No party has been
granted any license, lease, or other right relating to the use of a
possession of the Property or any party thereof.
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(f) Adverse Actions. There is no pending or threatened litigation
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or governmental action which would adversely affect the value of the
Property or Lessee's right to lease the Property for Lessor. Lessor
has received no notice from any governmental authority of violations
with respect to the Property which have not been heretofore corrected,
and there is no planned or commenced public improvement which may
result in special assessments or otherwise materially affect the
Property, or any government agency or court order requiring repair,
alteration, or correction of any existing with respect to the
Property.
(g) Disputes. Lessor is not aware of any boundary, survey, or
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title questions or disputes with respect to the Property.
(h) Hazardous Materials.
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(i) Definitions. The term "Hazardous Materials" shall mean
any substance, (1) the presence of which requires investigation or
remediation under any federal, state or local statute, regulation,
ordinance or policy; or (2) which is defined as a "hazardous
waste" or "hazardous substance" under any federal, state or local
statute, regulation or ordinance; or (3) which is toxic,
explosive, corrosive, infectious, carcinogenic or otherwise
hazardous; or (4) without limitation, contains asbestos,
polychlorinated biphenyls (PCB's), oil, petroleum, petroleum
products or fractions thereof, volatile organic compounds, semi-
volatile organic compounds, or heavy metals. The term "Adverse
Environmental Condition" shall mean any
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condition which has already caused, or can reasonably be expected
to cause, a serious diminution in the quality or quantity of the
air, water, land (including soil and subsurface), and wildlife
located on, above or below the Property.
(ii) Warranty and Covenant. Lessor warrants that the Property
has not been contaminated or polluted by, or used for the storage
or disposal of any Hazardous Material, and Lessor has received no
notice from any governmental authority concerning the presence or
removal of any Hazardous Material on or adjacent to the Property.
Lessor covenants that it will notify Lessee immediately in the
event that evidence of an adverse environmental condition is
discovered during the term of this Lease, or an event occurs which
may result in an adverse environmental condition, including, but
not limited to, release, emission or spill of hazardous
substances.
(iii) Correction of Adverse Condition. Upon the discovery of
evidence of an adverse environmental condition, Lessor shall
immediately undertake an investigation to determine whether an
adverse environmental condition does exist and, if so, the nature
and extent thereof. Lessor shall engage such experts as may
reasonably be required to perform its obligations hereunder.
Lessor shall provide to Lessee copies of all information and
reports which it receives in connection with the
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investigation. Lessor shall then formulate a plan of remediation
(the "Plan"). Lessee shall be provided with a copy of the Plan.
The Plan shall comply, in all respects, with all applicable
federal, state and local laws, regulations and policies, and shall
have the approval, if required, of all applicable governmental
authorities possessing jurisdiction.
(iv) Indemnification. Lessor agrees to fully indemnify,
protect, defend and hold Lessee, its successors and assigns,
harmless from and against any and all claims for damage, loss or
liability, including reasonable attorney fees, as a result of any
discovery of Hazardous Materials on the Property or other Adverse
Environment Condition unless Lessee contributed to the presence of
the Hazardous Materials or caused the Adverse Environmental
Condition. Nothing contained herein shall be deemed to prohibit
Lessor from collecting some or all of the costs of remediation
from other, potentially responsible parties.
(i) Prior Uses. The Lessor knows of no prior uses of the
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Property which would diminish the Property's value. For example,
such prior uses might include the Property's use as a cemetery, a
site for chemical testing or manufacture, or as a dumping ground
for refuse.
(j) Continuing Suitability. From and after the date of this
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Agreement, Lessor shall keep the Property free and clear of all
easements, liens or encumbrances.
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(k) Authority. Lessor warrants and represents to Lessee that
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Lessor has full right and lawful authority to enter, execute and
deliver this Agreement to Lessee.
(l) Non-Competition. Lessor shall not permit or suffer to be
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constructed or operated on property owned by Lessor or a related
entity under the control of Lessor within five (5) miles of the
Property as a hotel or motel business (including any business
which customarily rents rooms, suites or apartments for periods of
less than thirty (30) days) for a period of ten (10) years. Lessor
shall record a declaration or covenant restricting the use of the
property affected by this section.
6. CONDITIONS PRECEDENT. The obligations of Lessor and Lessee
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hereunder shall be subject to the satisfaction of the following conditions
precedent:
(a) That all representations and warranties made by the parties
herein shall be true and correct as of the Commencement Date.
(b) Lessee receives all necessary federal, state, and local
government approval for use of the Property and the improvements to be
constructed upon thereon as a hotel.
In the event that Lessee shall not receive approval as
specified in this Section 6(b), Lessee shall be discharged of all
obligations hereunder and relieved from any liabilities to Lessor.
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7. CONSTRUCTION OF HOTEL BY LESSEE.
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(a) Construction Documents. Lessee has submitted to Lessor for
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its approval and Lessor has approved the plans and specifications for
the construction of a hotel on the Leased Property.
(b) Construction. The Lessee shall commence construction of the
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hotel and parking facilities on the Leased Property. The Lessee shall
diligently pursue the work to completion, and the hotel shall be fully
ready to open for business not later than September 1, 1997 except as
such date may be extended by the number of working days lost by reason
of strikes, fire, acts of God, or other events beyond the Lessee's
control.
(c) Easements for Utilities. Lessee shall have the right to enter
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into agreements with and grant easements and licenses over and across
the Property to suppliers of utility services including, without
limitation, gas, electricity, telephone, water and sewer, to the
extent necessary to service the improvements, and Lessor agrees to
consent thereto and execute any documents, agreements and instruments
reasonably required in connection therewith.
(d) Completion Documents. Upon the completion of the hotel, the
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Lessee shall deliver to the Lessor each of the following:
(i) A certificate of completion by the architect who
supervised the construction, which will state that all work has
been completed in accordance with the approved plans and
specifications.
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(ii) A certificate of occupancy, or any equivalent permit or
certificate from Pulaski County, Arkansas indicating the hotel is
complete and ready for occupancy by the general public.
(iii) A survey of the Leased Property, showing the completed
hotel and parking facilities, indicating that there are no
encroachments by either on any adjoining premises.
(e) Certificate of Title. Within thirty (30) days after the
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completion of the hotel, the Lessee shall deliver to the Lessor a
certificate from a title company doing business in Pulaski County,
Arkansas currently dated, that the time for the filing of mechanic's,
materialman's, and similar liens has expired, or, if such is not the
case, that a search of the record shows that no such liens then
encumber the Leased Property. If the latter information is furnished
by the title company, within one hundred eighty days (180) days
thereafter, the Lessee shall deliver a further certificate of the
title company indicating that no such liens then encumber the Leased
Property.
8. LESSEE'S OPTION TO PURCHASE. At any time during the first ten
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(10) years of the lease term from May 15, 1996 through May 14, 2006, both dates
inclusive, Lessee is hereby given the option to purchase the Property on the
terms and conditions as set forth in this Section 8. The option to purchase the
property must be exercised by Lessee no later than the 14th day of May, 2006.
Lessee shall exercise the option by notifying Lessor in writing sent by
registered or certified mail, return receipt requested, or by personal delivery
of its intention to
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exercise the option. The date on which said notice is received by Lessor shall
be considered the day on which the option is exercised. Receipt of such notice
by Lessor shall constitute a binding contract between Lessor and Lessee to
purchase the Property. The option to purchase under this Section 8 may only be
exercised by Lessee if the Lessee is not in default of any of its obligations or
covenants under this lease at the time the option is exercised. Lessee may
assign this option to purchase to any of its affiliated companies as defined
elsewhere in this agreement. In the event of exercise by Lessee of its option
to purchase the property, the following terms and conditions shall be applicable
to such sale:
(a) The purchase price for the Property shall be One Million Nine
Hundred Thousand and No/100 Dollars ($1,900,000.00) or the appraised
value, whichever is greater.
(b) The purchase price as set forth in Section 8(a) shall be paid
at closing (as hereinafter defined) with cash or certified funds.
(c) Lessee's rent obligation to Lessor shall cease as of the
closing date. No portion of rent paid or payable for any period prior
to the closing date shall be applied to the purchase price.
(d) Within ten (10) days following the date on which Lessee
exercises its option, Lessor shall provide at his expense, a title
insurance commitment from a company authorized to insure titles in the
state of Arkansas, showing merchantable title in Lessor in accordance
with the title examination standards of the Arkansas Bar, free and
clear of all liens and encumbrances except recorded
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restrictions and easements now or hereafter. At Lessee's option,
Lessee shall have the title insurance commitment examined within ten
(10) days after receipt thereof and any title requirements shall be
communicated to Lessor and a reasonable time will be allowed for
Lessor to comply with such requirements. The Lessor shall pay the
search charge only for the title commitment and Lessee shall pay the
owner's policy fee. Lessor shall warrant at closing that there are no
unpaid bills for improvements within six months prior to closing
except for such improvements as made or caused to be made by Lessee
and that Lessor has no knowledge of any proposed sidewalk, street or
sewer improvements or any proceedings to result in special tax bills
or assessments against the Property.
(e) The closing date shall be within thirty (30) days after
receipt by Lessor of a notice form Lessee exercising its option to
purchase the property. Possession of the Property shall be given to
Lessee at closing.
(f) Lessor shall convey the property by General Warranty Deed.
(g) All rent, taxes, insurance and other ordinary expenses or
assessments shall be prorated as of the closing date. If taxes for the
year in which the option is exercised cannot be determined, proration
shall be based on the proceeding year's taxes.
(h) In the event a closing service is used by the parties to close
the transaction, the cost of such closing service shall be shared
equally by the parties.
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9. INSURANCE. At all times during the Lease Term, Lessee shall
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maintain in force and effect, at its own cost and expense, a policy or policies
of Public Liability Insurance for the protection, indemnification and defense of
Lessee against claims, demands and causes of action arising out of or in
connection with the use, maintenance, operation and occupancy of the Property,
which policy or policies shall have limits of not less than One Million Dollars
($1,000,000.00) combined limits coverage per occurrence for bodily injury
liability and property damage liability. At Lessor's request, Lessee shall name
Lessor's mortgagee as an additional insured under any policy of liability
insurance. All insurance required to be maintained under the provisions of this
Lease shall be written by insurer(s) which Lessor shall reasonably approve as to
financial ability, and authorized to write insurance in the state where the
Property is located. Upon request of Lessor, Lessee shall cause the insurer(s)
to furnish Lessor certificate(s) evidencing the insurance required to be
maintained hereunder naming the Lessor as additional insured.
10. COVENANTS AGAINST LIENS. If, because of any act or omission of
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Lessee, any mechanic's lien or other lien, charge or order for the payment of
money shall be filed against Lessor or against the Property or improvements,
Lessee shall, at its own cost and expense, cause the same to be discharged; and
Lessee shall indemnify and hold harmless Lessor against and from all costs,
liabilities, suits, penalties, claims and demands resulting therefrom. lessor
and Lessee agree that Lessee shall have the right to contest any lien filed
against the Property or the improvements thereon.
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11. TAXES.
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(a) Lessee to Pay Taxes. Lessee agrees to pay all "Taxes" ( as
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that term is hereinafter defined) against the Property becoming due or
payable during the term of this Lease, and a pro-rata portion of the
installment of Taxes becoming due and payable during the years that
this Agreement commences and expires, said pro-rata share to be
determined as of the Commencement Date and expiration date of this
Agreement and in the customary method of prorating real estate taxes
in Pulaski County, Arkansas. Lessee shall not be obligated to pay any
installment of any special assessment which may be assessed, levied or
conformed during the Lease Term, but which does not fall due and is
not required to be paid until after the expiration of this Agreement,
except for a pro-rata share of the installment becoming payable next
following the expiration of this Agreement.
(b) Taxes Defined. As used herein, the term "Taxes" shall mean
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all taxes, assessments and levies, whether general or special,
ordinary or extraordinary, of every nature and kind whatsoever, which
may be taxed, charged, assessed, levied or imposed at any time or from
time to time during the Lease Term by any governmental authority upon
or against the Property or the possession or use thereof. The term
"Taxes" shall not include (and Lessee shall not be required to pay)
any franchise, estate, inheritance, transfer, income or similar tax of
Lessor, including, but not limited to, any income tax imposed with
respect to Lessor's income from the Property.
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(c) Payment of Taxes. The Taxes above provided to be paid by
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Lessee shall be paid before any delinquency can occur therein or in
any part or installment thereof, and proof of payment shall be
delivered at the request of Lessor. In the event Lessee fails to pay
such Taxes, Lessor may, but shall not be required to, pay the same for
the Lessee's account, and such payment shall constitute and be
collectible as additional rent.
(d) Tax Notices. Lessor will promptly deliver to Lessee any and
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all tax notices or assessments which Lessor may receive relating to
the Property.
12. UTILITIES. Lessee, at its sole cost and expense, shall obtain
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and promptly pay for all utility services required for the operation of or
furnished to or consumed on the Property, including, without limitation,
electricity, gas, water, sewer, heat, telephone, garbage collection, and all
charges for any of the foregoing.
13. DESTRUCTION BY FIRE OR OTHER CASUALTY. In the event that the
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improvements to be constructed on the Property by Lessee shall be totally
destroyed by fire or other casualty, Lessee shall not be required to rebuild.
Instead, Lessee may elect, within ninety (90) days after the date of loss to
terminate this Agreement. If the improvements constructed upon the Property by
Lessee are only partially destroyed, Lessee shall promptly reconstruct the
improvements to its condition immediately prior to the fire or other casualty.
In the event of a complete loss and termination of this Agreement, the
rent shall cease to be payable as of the date of loss. In the event of a
partial loss, the rent shall be reduced the same percentage as the percentage of
the building which is unusable.
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14. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this Lease in
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whole or in part, or sublet all or any part of the Property, except as provided
herein, without obtaining the prior written consent of Lessor, which consent
shall not be unreasonably withheld. Lessee may sublet or assign this Lease to
an affiliated company. An affiliated company is any business entity in which
Xxxx X. Xxxxxxx Hotels, Inc. or Xxxx X. Xxxxxxx Hotels Two, L.P., together or
separately, hold a beneficial or equitable interest in greater than one-third
(1/3) of the company's assets.
15. INDEMNIFICATION OF LESSOR. Lessee shall defend, indemnify and
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hold Lessor harmless from and against any claim, loss, expense or damage to any
person or property in or upon the Property or any area allocated to or used
exclusively by Lessee or their customers, agents, employees or invitees arising
out of Lessee's use or occupancy of the Property, or on adjoining sidewalks,
streets or ways, or any act or neglect of Lessee or Lessee's invitees,
employees, contractors, customers, or agents, except claims for damages or
injuries (including death) cause din whole or in part by the willful or
negligent act(s) of Lessor or the agents, servants, or employees of Lessor.
16. ADDITIONS AND IMPROVEMENTS BY LESSEE. At Lessee's sole expense,
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Lessee may construct a hotel and accompanying facilities on the Property and may
make other alterations, additions or improvements in or to the Property. Lessee
shall provide Lessor with proposed architectural and engineering plans as soon
as practical after the execution of this Agreement. Lessor shall have the right
to review the proposed plans for improvements of the Property and to approve the
plans provided, however, Lessor may not unreasonably withhold their
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approval. All alterations, additions and improvements constructed on the
Property shall remain on the Property at the expiration of the Lease Term.
Outside signage will be allowed to identify and advertise activities
located on the Property. Lessee shall provide Lessor with proposed outside
signage plans prior to signage being erected. Lessor shall have the right to
review and approve proposed plans, and Lessor agrees that its approval will not
be unreasonably withheld.
17. CONDEMNATION. If, during the Lease Term, any part of the
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Property is condemned or taken by eminent domain, or if any street or entrance
providing access to the Property is permanently closed or blocked, and the
Property is thereby rendered unsuitable or inadequate for the continuation of
Lessee's normal, full-scale business operations thereon as reasonably determined
by Lessee, then, at Lessee's option, Lessee may terminate this Lease as of the
date of such occurrence. If this Lease is so terminated, the entire award
attributable to the Property made by the condemning authority shall be paid to
Lessor, without, however, limiting the right of Lessee to assert a claim in the
condemnation proceeding for the value of its leasehold improvements and
goodwill. If such occurrence does not render the Property unsuitable or
inadequate for such purposes, this Lease shall remain in full force and effect;
and the entire award attributable to the Property made by the condemning
authority shall be paid to Lessor, although Lessee may assert a claim in the
condemnation proceeding for its business interruption or diminution loss.
18. DEFAULT. If Lessee should default in the performance of any
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covenant or condition of this Lease (except for default in the payment of any
rent or other amount due to
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Lessor hereunder, which Lessee must cure within thirty (30) days after service
of written notice thereof upon Lessee and such default is not cured or removed
within ninety (90) days after service of written notice of default upon Lessee
and/or Lessee fails to make a reasonable effort to cure the default within the
ninety (90) day period set forth above, Lessor shall have the right to sublet
the premises for the benefit of Lessor and Lessee or terminate this Lease, in
which event Lessor shall pay to Lessee eighty percent (80%) of the fair market
value of the improvements constructed on the Property. The fair market value of
the improvements shall be determined as of the date of the termination of this
Agreement by independent appraisal and arbitration as follows: One appraiser
shall be selected by Lessor, one by the Lessee, and a third by the first two
appraisers chosen. The decision of a majority of the appraisers shall be
binding on Lessor and Lessee. In the event of arbitration as set forth herein,
closing shall occur no later than thirty (30) days following the decision by the
appraisers.
19. COVENANT OF QUIET ENJOYMENT. Upon payment by the Lessee of the
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rent herein provided, and upon the observance and performance of all covenants,
terms and conditions on Lessee's part to be observed and performed by Lessee,
Lessee shall peaceably and quietly hold and enjoy the Property for the term
hereby demised without hindrance or interruption by Lessor or any other person
or persons lawfully or equitably claiming by, through, or under the Lessor
subject, nevertheless, to the terms and conditions of this Lease.
20. LESSEE'S RIGHT OF FINANCING.
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(a) Encumbrance of Leasehold Interest. Lessee is given and has
the absolute right, without Lessor's consent, to encumber its interest
in this Lease so
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long as it is not in default hereunder and except that no such deed of
trust, mortgage or assignment shall extend to or affect the fee simple
interest of the Lessor. The holder of any deed of trust, mortgage or
assignment of this Lease or of Lessee's interest hereunder, and any
one claiming by, through, or under any such holder, shall not acquire
any greater rights hereunder than Lessee has (except the right to cure
or remedy Lessee's defaults), and shall not become entitled to a new
Lease if this Lease is terminated or Lessee fails to exercise any
outstanding option to extend this Lease. No mortgage, deed of trust or
assignment of this Lease or of Lessee's interest hereunder by Lessee
or its successors and assigns shall be valid unless this Lease is in
full force and effect when such mortgage, deed of trust or assignment
is created and the mortgage, deed of trust or assignment is subject to
all the agreements, terms, covenants and conditions of this Lease.
(b) Lessor to Subordinate. Lessor shall, within ten (10) days
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after request by Lessee or Lessee's lender, execute and deliver a
written agreement subordinating this Agreement to any real estate
mortgage hereafter placed upon the Property and the improvements to be
constructed thereon.
(c) Notice of Lease Default. If, before any default occurs in
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this Lease, the holder of any mortgage, deed of trust or assignment,
gives Lessor a written notice containing the holder's name and office
address, Lessor shall give the holder a copy of each notice of default
by Lessee at the same time that Lessor gives that
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notice to Lessee. Each copy of the notice shall be deemed duly given
to the holder when mailed to the holder at its last post office
address furnished to Lessor.
(d) Cure of Default. Lessor shall accept performance by the
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holder of any mortgage, deed of trust, or assignment of any obligation
of this Lease that Lessee is required to perform, with the same force
and effect as if performed by Lessee, provided that at the time of
that performance, Lessor is furnished with satisfactory evidence that
the person, firm, or corporation tendering that performance or payment
has the claimed interest in the Leased Property. The holder of a
mortgage, deed of trust or assignment shall have ten (10) days after
receipt of any notice of default within which to cure any default in
the payment of rent or additional rent under this Lease, and a
reasonable time (not less than thirty (30) days) within which to cure
any other default.
21. NOTICES. Any notices or inquires regarding this Agreement shall
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be delivered to Lessor at 300 Xxxx X. Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxx,
Xxxxxxxx 00000, and to Lessee at 300 Xxxx X. Xxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxxx 00000, or to such other address as the parties may
designate in writing.
All notices shall be deemed received on the earlier of (1) actual
receipt, or (2) three (3) days (excluding Sundays and federal holidays) after
delivery to the United States Post Office. Any address to which notices are
sent hereunder may be changed by notice to the parties hereto in the manner
hereinabove provided.
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22. MEMORANDUM OF LEASE. The parties shall execute a Memorandum of
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Lease for purposes of recording the same in the office of the Recorder of Deeds
for Taney County, Missouri, and the form as attached hereto as Exhibit "C".
23. EXECUTION. This Agreement is executed in multiple originals and
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shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, successors, assigns and legal representatives. The
rights of Lessor hereunder may be assigned in whole or in part. If Lessee
herein shall be more than one party, then the obligations of such parties herein
shall be joint and several. The paragraph captions used herein are for
convenience only and shall not be deemed to have been included for any other
purpose.
24. NO ORAL AGREEMENTS. It is expressly agreed between the Lessor
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and the Lessee that there are no verbal understandings or agreements which in
any way change the terms, covenants and conditions herein set forth, and that no
modification of this Agreement and no waiver of any of its terms and conditions
shall be effective unless made in writing and approved and accepted by both
parties to this Agreement.
25. INVALID OR INAPPLICABLE CLAUSE. Should any covenant or condition
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of this Agreement, to any extent, be held invalid or unenforceable by a final
judgment of a court of competent jurisdiction, the remaining terms and
conditions shall remain in full force and effect and shall be enforceable to the
full extent of the law.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
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XXXX X. XXXXXXX, Trustee of
Xxxx X. Xxxxxxx Revocable Trust
Dated December 28, 1989
"LESSOR"
XXXX X. XXXXXXX HOTELS TWO, L.P.
BY ITS GENERAL PARTNER
XXXX. X. XXXXXXX HOTELS, L.P.
BY ITS GENERAL PARTNER
XXXX X. XXXXXXX HOTELS, INC.
BY:
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XXXXX X. XXXXX, President and
Chief Operating Officer
"LESSEE"
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