EXHIBIT 10.21
CONTRACT OF GUARANTY
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THIS CONTRACT OF GUARANTY (this "Contract of Guaranty"). made as of the
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1st day of May, 1997, is by HOB ENTERTAINMENT, INC., a Delaware corporation
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("Guarantor") to CARBON CAPITAL MORTGAGE PARTNERS,L.P., a Delaware limited
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partnership ("Lender").
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WITNESSETH:
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THAT, WHEREAS, HOB Marina City Partners, L.P., a Delaware limited
partnership ("Borrower") has applied to Lender for a loan (the "Loan"); and
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WHEREAS, the Loan is evidenced and/or secured by a Promissory Note (the
"Note") of even date herewith in the stated principal amount of $9,000,000.00
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executed by Borrower and payable to the order of Lender, by an Indenture of Deed
of Trust, Security Agreement, Fixture Filing, Financing Statement and Assignment
of Rents and Leases (the Indenture") of even date herewith encumbering certain
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real property and improvements thereon and appurtenances thereto (collectively,
the "Property") in the City of Chicago, County of Xxxx, State of Illinois, which
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real property is legally described on Exhibit A, attached hereto and
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incorporated herein by this reference, from Borrower for the benefit of Lender
securing payment of the Note, by a Loan Agreement (the "Loan Agreement") of even
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date herewith between Borrower and Lender and by certain other documents or
instruments (the Note, the Indenture, the Loan Agreement and such other
documents and instruments, as same may from time to time be amended or replaced,
are sometimes collectively referred to herein as the "Loan Documents"); and
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WHEREAS, Lender is willing to make the Loan only on condition that
payment of all amounts owing from time to time under the Loan Documents,
including, without limitation, principal and interest under the Note, be fully
guaranteed by Guarantor and that performance, observance and discharge of each
and every other obligation, covenant and agreement of Borrower contained in the
Loan Documents be fully guaranteed by Guarantor. (All amounts guaranteed hereby,
including, without limitation, principal and interest under the Note and
including the Make-Whole Premium (as defined in the Note), if applicable, are
sometimes collectively referred to herein as the "Indebtedness"); and
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WHEREAS, Guarantor is the sole shareholder of the general partner of
Borrower, the extension of the Loan is of substantial benefit to Guarantor and,
therefore, Guarantor desires to guarantee payment of the Indebtedness and
performance, observance and discharge of each and every other obligation,
covenant and agreement of Borrower contained in the Loan Documents, all on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in order to induce Lender to extend the Loan to
Borrower, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Guarantor hereby covenants and agrees as follows:
1. Guarantor hereby irrevocably and unconditionally fully guarantees
to Lender (a) the due, prompt and complete payment of the Indebtedness,
including, without limitation, principal, interest, fees, penalties and charges
payable under the Note, and (b) the due, prompt and complete observance,
performance and discharge of each and every other obligation, covenant and
agreement of Borrower contained in the Loan Documents, (c) the due, prompt and
complete payment of all costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred by Lender in collection of the Indebtedness
or the enforcement of this Contract of Guaranty against Guarantor, and (d) the
accuracy of each and every warranty or representation of Borrower contained in
any of the Loan Documents.
2. Lender shall have the right to deal with the Indebtedness and the
other obligations guaranteed hereby in any manner without notice to or consent
from Guarantor (and Guarantor hereby waives, to the full extent permitted by
law, any right to object to such dealings or to claim that any such dealings
have modified or terminated the obligations of Guarantor hereunder) and, in
particular, Lender shall have the right, without such notice or consent, at any
time and from time to time:
(a) to renew, compromise, extend, accelerate or otherwise change the
time or place of payment of or to otherwise change the terms of the Indebtedness
or the terms of performance of any of the other obligations guaranteed hereby,
including, without limitation, to increase or decrease any rate of interest
contained in any of the Loan Documents;
(b) to modify or to waive any of the terms of any agreement with
Borrower pertaining to the Indebtedness and/or the other obligations guaranteed
hereby;
(c) to take and hold security for the payment of the Indebtedness
and/or performance of the other obligations guaranteed hereby and to impair,
exhaust, exchange, enforce, waive or release any such security;
(d) to direct the order or manner of sale of any such security as
Lender in its discretion may determine;
(e) to grant any indulgence, forbearance or waiver with respect to
the Indebtedness or any of the other obligations guaranteed hereby; and/or
(f) to agree to any valuation by Lender of any collateral securing
payment of any of the Indebtedness in any proceedings under the United States
Bankruptcy Code concerning Borrower and/or Guarantor.
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The liability of Guarantor hereunder shall not be affected, impaired or reduced
in any way by any action taken by Lender under the foregoing provisions or any
other provision hereof, or by any delay, failure or refusal of Lender to
exercise any right or remedy Lender may have against Borrower or any other
person, firm or corporation, including other guarantors, if any, liable for all
or any part of the Indebtedness or any of the other obligations guaranteed
hereby.
3. Guarantor agrees that if any of the Indebtedness is not paid
according to the terms of the Loan Documents, whether by acceleration or
otherwise, Guarantor shall immediately upon receipt of written demand therefor
from Lender, pay all of the Indebtedness in like manner as if the Indebtedness
constituted the direct and primary obligation of Guarantor. Guarantor further
agrees that if any other obligation, covenant or agreement guaranteed hereby, is
not observed, performed or discharged as required, Guarantor shall, immediately
upon receipt of written demand therefor from Lender, observe, perform or
discharge such obligation, covenant or agreement in like manner as if same
constituted the direct and primary obligation of Guarantor. Guarantor further
agrees that if any warranty or representation of Borrower contained in the Loan
Documents is inaccurate in any material respect, Guarantor shall be deemed to
have made such warranty or representation, and Lender shall be entitled to such
remedies with respect to Guarantor to which Lender is entitled against Borrower,
as if same constituted the warranty or representation of Guarantor.
4. Satisfaction by Guarantor of any liability hereunder incident to
a particular default under the Loan Documents or the occurrence of an additional
default under the Loan Documents shall not discharge Guarantor except with
respect to the default satisfied, it being the intent hereof that this Contract
of Guaranty and the obligations of Guarantor hereunder shall be continuing and
irrevocable until the Note has been paid in full and all obligations under the
Loan Documents satisfied. Notwithstanding the foregoing or anything else set
forth herein, and in addition thereto, if at any time all or any part of any
payment received by Lender from Guarantor under or with respect to this Contract
of Guaranty is or must be rescinded or returned for any reason whatsoever
(including, but not limited to, determination that said payment was a voidable
preference under insolvency, bankruptcy or reorganization laws), then
Guarantor's obligations hereunder shall, to the extent of the payment rescinded
or returned, be deemed to have continued in existence, notwithstanding such
previous receipt of payment by Lender, and Guarantor's obligations hereunder
shall continue to be effective or be reinstated, as the case may be, as to such
payment, all as though such previous payment to Lender had never been made. The
provisions of the foregoing sentence shall survive termination of this Contract
of Guaranty, cancellation of the Note and termination of the other Loan
Documents and shall remain a valid and binding obligation of Guarantor until
satisfied.
5. Guarantor hereby waives notice of acceptance of this Contract of
Guaranty by Lender, and this Contract of Guaranty shall immediately be binding,
upon Guarantor.
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6. Guarantor hereby waives and agrees not to assert or take
advantage of:
(a) any right to require Lender to proceed against Borrower or any
other person or to proceed against or exhaust any security held by Lender at any
time or to pursue any other remedy in Lender's power before proceeding against
Guarantor hereunder.
(b) any defense that may arise by reason of the incapacity, lack of
authority, death of disability of any other person or persons or the failure of
Lender to file or enforce a claim against the estate (in administration,
bankruptcy or any other proceeding) of any other person or persons;
(c) demand, presentment for payment, notice of non-payment, protest,
notice of protest and all other notices of any kind, including, without
limitation, notice of the existence, creation or incurring of any new or
additional indebtedness or obligation or of any action or non-action on the part
of Borrower, Lender, any endorser or creditor of Borrower or Guarantor or on the
part of any other person whomsoever under this or any other instrument in
connection with any obligation or evidence of indebtedness held by Lender or in
connection with the Indebtedness;
(d) any defense based upon an election of remedies by Lender,
including without limitation, an election to proceed by non-judicial rather than
judicial foreclosure which destroys or otherwise impairs any or all of the
subrogation rights of Guarantor, the right of Guarantor to proceed against
Borrower for reimbursement, or both;
(e) all duty or obligation on Lender's part to perfect, protect, not
impair retain or enforce any security for the payment of the Indebtedness or
performance of any of the other obligations guaranteed hereby;
(f) any right of recourse against Lender by reason of any action
Lender may take or omit to take under this Contract of Guaranty or under any of
the other Loan Documents, including, without limitation, any such action which
directly or indirectly results in or aids the discharge of Borrower for any
indebtedness, whether by operation of law or otherwise;
(g) any defense arising by reason of the application by Borrower of
the proceeds of any of the Indebtedness for purposes other than the purposes
represented by Borrower or Lender or intended or understood by Lender or
Guarantor; and
(h) any duty on the part of Lender to disclose to Guarantor any facts
Lender may now or hereafter know about Borrower, regardless of whether Lender
has reason to believe that any such facts materially increase the risk beyond
that which Guarantor intends to assume or has reason to believe that such facts
are unknown to Guarantor or has a reasonable opportunity to communicate such
facts to Guarantor, it being understood and agreed that Guarantor is fully
responsible for being and keeping informed of
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the financial condition of Borrower and of any and all circumstances bearing on
the risk of non-payment of the Indebtedness and/or non-performance of any of the
other obligations guaranteed hereby.
7. In addition to all liens and rights of setoff given to Lender by law
against any property of Borrower or of Guarantor, Lender shall have a general
lien on and security interest in and a right of setoff against all property of
Guarantor now or hereafter in the physical possession of or on deposit with
Lender or Lender's affiliates, whether held in a general or special account, on
deposit or for safekeeping or otherwise. Each such lien, security interest and
right of setoff may be enforced or exercised without demand upon or notice to
Guarantor at any time following failure of performance by Guarantor hereunder,
shall continue in full force unless specifically waived or released by Lender in
writing and shall not be deemed waived by any conduct of Lender, by any failure
of Lender to exercise any such right of setoff or to enforce any such lien or
security interest or by any neglect or delay in so doing.
8. All existing and future indebtedness of Borrower to Guarantor or to
any person controlled or owned in whole or in part by Guarantor and the right of
Guarantor to withdraw or to cause or permit any person controlled or owned in
whole or in part by Guarantor to withdraw any capital invested by Guarantor or
such person in Borrower, is hereby deferred, postponed and subordinated to the
Indebtedness and the liens and security interests of the Indenture and the other
Loan Documents. Furthermore, without the prior written consent of Lender, such
subordinated indebtedness shall not be paid and such capital shall not be
withdrawn in whole or in part nor shall Guarantor accept or cause or permit any
person controlled or owned in whole or in part by Guarantor to accept any
payment of or on account of any such subordinated indebtedness or as a
withdrawal of capital while this Contract of Guaranty is in effect. Each payment
by Borrower in violation of this Contract of Guaranty shall be received by the
person to whom paid in trust for Lender, and Guarantor shall cause the same to
be paid to Lender immediately on account of the Indebtedness. No such payment
shall reduce or affect in any manner the liability of Guarantor under this
Contract of Guaranty.
9. If Guarantor shall file a claim in any bankruptcy or other proceeding
in which the filing of claims is required by law, Guarantor shall assign to
Lender all claims which Guarantor may have against Borrower relating to any
indebtedness of Borrower to Guarantor and any rights of Guarantor thereunder as
security for the performance of Guarantor's obligations hereunder. If Guarantor
does not file any such claim, Lender, as attorney-in-fact for Guarantor, is
hereby authorized to do so in the name of Guarantor or, in Lender's discretion,
to assign the claim to a nominee and to cause proof of claim to be filed in the
name of Lender's nominee. In all such cases, whether in administration,
bankruptcy or otherwise, the person or persons authorized to pay such claim
shall, upon notice thereof, pay to Lender the full amount thereof and, to the
full extent necessary for that purpose, Guarantor hereby assigns to Lender all
of Guarantor's rights to any payments or distributions to which Guarantor would
otherwise be entitled.
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10. With or without notice to Guarantor, Lender, in Lender's sole
discretion and at any time and from time to time and in such manner and upon
such terms as Lender deems fit, may: (a) apply any or all payments or recoveries
from Borrower or from any other guarantor or endorser under any other instrument
or realized from any security, in such manner and order of priority as Lender
may determine, to any indebtedness of Borrower to Lender, whether or not such
indebtedness is guaranteed hereby or is otherwise secured or is due at the
timeof such application; or (b) refund to Borrower any payment received by
Lender upon the Indebtedness without affecting in any way Guarantor's obligation
or liability hereunder.
11. The amount of Guarantor's liability and all rights, powers and
remedies of Lender hereunder shall be cumulative and not alternative and such
rights, powers and remedies shall be in addition to all rights, powers and
remedies given to Lender under the Loan Documents and/or otherwise by law.
This Contract of Guaranty is in addition to the guaranty of any other guarantor
of the Indebtedness and/or the other obligations guaranteed hereby.
12. The liability of Guarantor under this Contract of Guaranty shall
be an absolute, direct, immediate and unconditional guarantee of payment and not
of collectibility. The obligations of Guarantor hereunder are independent of the
obligations of Borrower and, in the event of any default hereunder, a separate
action or actions may be brought and prosecuted against Guarantor, whether or
not Borrower is joined therein or a separate action or actions are brought
against Borrower. Lender may maintain successive actions for other defaults.
Lender's rights hereunder shall not be exhausted by its exercise of any of its
rights or remedies or by any such action or by any number of successive actions
until and unless the Indebtedness has been paid in full and the other
obligations guaranteed hereby are satisfied.
13. Notwithstanding the fact that Borrower may be a corporation or a
partnership, Lender is not to be concerned to see or inquire into the powers of
Borrower, its directors, officers, partners, associates or other agents acting
or purporting to act on its behalf, Guarantor hereby representing that such
powers exist, and monies in fact borrowed from Lender in connection with the
Loan in the professed exercise of such powers shall be deemed to form a part of
the liabilities guaranteed, even though the borrowing or obtaining of such
monies be in excess of the powers of Borrower or of the directors, partners,
officers, associates or other agents thereof, or shall be in any way irregular,
defective or informal.
14. Guarantor hereby agrees, as a material inducement to Lender to
make the Loan to Borrower, to furnish to Lender all of the financial reports
required to be delivered pursuant to the provisions of Section 4.1(p) of the
Loan Agreement. Guarantor hereby warrants and represents to Lender that any and
all financial data which have heretofore been given or may hereafter be given to
Lender with respect to Guarantor, Borrower and Tenant (as defined in the Loan
Agreement) did or will at the time of such
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delivery fairly and accurately present the financial condition of the persons
and entities covered thereby.
15. Guarantor hereby agrees, as a material inducement to Lender to
make the Loan to Borrower, to furnish to Lender all of the documents, opinions
and agreements required to be delivered in connection with any securitization of
the Loan, as outlined in Sections 4.1(r) and (s) of the Loan Agreement.
16. Lender, in its sole discretion, may at any time enter into
agreements with Borrower or with any other person to amend, modify or change any
of the Loan Documents or any document or agreement relating in any way to the
terms and provisions of the Loan Documents, including, without limitation, the
plans and specifications and/or any contracts or subcontracts relating to the
construction, if any, to be performed pursuant to the terms of the Loan
Agreement, or may at any time waive or release any provision or provisions
thereof and, with reference thereto, may make and enter into all such agreements
as Lender may deem proper or desirable, without any notice or further assent
from Guarantor and without in any manner impairing or affecting this Contract of
Guaranty or any of Lender's rights or Guarantor's obligations hereunder.
17. Guarantor hereby agrees to pay to Lender, upon demand, reasonable
attorneys' fees and all costs and other expenses which Lender expends or incurs
in collecting or compromising the Indebtedness or in enforcing this Contract of
Guaranty against Guarantor whether or not suit is filed, including, without
limitation, all costs, attorneys' fees and expenses incurred by Lender in
connection with any insolvency, bankruptcy, reorganization, arrangement or other
similar proceedings involving Borrower and/or Guarantor which in any way affect
the exercise by Lender of its rights and remedies hereunder. Any and all such
costs, attorneys' fees and expenses not so paid shall bear interest at the
Default Rate, as defined in the Note, from the date incurred by Lender until
paid by Guarantor.
18. Should any one or more provisions of this Contract of Guaranty be
determined to be illegal or unenforceable, all other provisions nevertheless
shall be effective.
19. In the event that Guarantor pays any of the Indebtedness prior to
the expiration of any applicable notice and cure period and/or performs any of
the other obligations guaranteed hereby prior to the expiration of any
applicable notice and cure period, said payment and/or performance by Guarantor
shall be deemed to have cured the applicable default under the Loan Documents.
20. No provision of the Contract of Guaranty or right of Lender
hereunder can be waived nor can Guarantor be released from Guarantor's
obligations hereunder except by a writing duly executed by Lender. This
Contract of Guaranty may not be modified, amended, revised, revoked, terminated,
changed or varied in any way whatsoever except by the express terms of a writing
duly executed by Lender and Guarantor.
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21. When the context and construction so require, all words used in the
singular herein shall be deemed to have been used in the plural, and the
masculine shall include the feminine and neuter and vice versa. The word
"person" as used herein shall include any individual, company, firm,
association, partnership, corporation, trust or other legal entity of any kind
whatsoever.
22. In the event that any/or all of the Indebtedness is assigned by
Lender, this Contract of Guaranty shall automatically be assigned therewith in
whole or in part, as applicable, without the need of any express assignment and
when so assigned. Guarantor shall be bound as set forth herein to the
assignee(s) without in any manner affecting Guarantor's liability hereunder for
any part of the Indebtedness retained by Lender. For all purposes herein the
term "Guarantor" shall mean each of the persons comprising Guarantor,
separately, and/or (as the context requires) all of said persons together (i.e.
all covenants, representations and warranties made by Guarantor hereunder are
jointly and severally made by each and all of the persons comprising Guarantor
and said persons comprising Guarantor shall be jointly and severally liable for
performance of all obligations of Guarantor hereunder) and lender may exercise
any or all of its rights hereunder against all of said persons or any one or
more of same individually, as determined by lender in its sole subjective
discretion, the liability of each such person being for the entire Indebtedness
and the entire other obligations guaranteed hereby.
23. This Contract of Guaranty shall inure to the benefit of and bind
the heirs, legal representatives, administrators, executors, successors and
assigns of Lender and Guarantor.
24. This Contract of Guaranty shall be governed by and construed in
accordance with the laws of the State of Illinois, except to the extent that any
of such laws may now or hereafter be preempted by Federal law, in which case,
such Federal law shall so govern and be controlling.
25. All notices, demands, requests or other communications to be sent
by one party to the other hereunder or required by law shall be in writing and
shall be deemed to have been validly given or served by delivery of same in
person to the addressee or by depositing same with a carrier in the business of
making guaranteed overnight deliveries for next business day delivery or by
depositing same in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, addressed as follows:
If To Lender: Carbon Capital Mortgage Partners, L.P.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxxxx
With copy to: Battle Xxxxxx LLP
Park Avenue Tower
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00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
If to Guarantor: HOB Entertainment, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxx
with copy to: Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
0000 XxxxxxxXxxx Xxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxxx, P.C.
All notices, demands and requests shall be effective upon such personal
delivery or upon being deposited with the above-referenced overnight carrier or
in the United States mail as required above. However, with respect to notices,
demands or request so deposited with the above-referenced overnight carrier or
in the United States mail, the time period in which a response to any such
notice, demand or request must be given shall commence to fun from the next
business day following any such deposit with the above-referenced overnight
carrier or, in the case of a deposit in the United States mail as provided
above, the date on the return receipt of the notice, demand or request
reflecting the date of delivery or rejection of the same by the addressee
thereof. Rejection or other refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to be
receipt of the notice, demand or request sent. By giving to the other party
hereto at least 30 days' written notice thereof in accordance with the
provisions hereof, the parties hereto shall have the right from time to time to
change their respective addresses and each shall have the right to specify as
its address any other address within the United States of America.
26. The validity of this Contract of Guaranty and the obligations of
Guarantor hereunder shall in no way be terminated, affected or impaired by
reason of the transfer by Borrower of all or any part of Borrower's right, title
and interest in and to the Property or any part thereof or any interest therein
to any other person or by reason of any further encumbering of the Property or
any part thereof or any interest therein.
27. Guarantor hereby agrees that this Contract of Guaranty, the
Indebtedness and all other obligations guaranteed hereby, shall remain in full
force and effect at all times hereinafter until paid and/or performed in full
notwithstanding any action or undertakings by, or against, Lender, Guarantor,
Borrower, any partner in Borrower and/or concerning any collateral securing the
Loan in any proceeding in the United States Bankruptcy Court pursuant to any
Chapter of the Bankruptcy Code or the Rules of Bankruptcy Procedure as same may
be applicable from time-to-time, including, without
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limitation, any proceeding relating to valuation of collateral and/or to
election or imposition of secured or unsecured claim status upon claims by
Lender.
28. This Contract of Guaranty may be executed in any number of
counterparts, each of which shall be effective only upon delivery and thereafter
shall be deemed an original, and all of which shall be taken to be one and the
same instrument, for the same effects as if all parties hereto had signed the
same signature page. Any signature page of this Contract of Guaranty may be
detached from any counterpart of this Contract of Guaranty without impairing the
legal effect of any signatures thereon and may be attached to another
counterpart of this Contract of Guaranty identical in form hereto but having
attached to it one or more additional signature pages.
29. The obligations and liabilities of Guarantor under this Contract of
Guaranty are in addition to the obligations and liabilities of Guarantor under
the Other Guaranties (as hereinafter defined). The discharge of Guarantor's
obligations and liabilities under any one or more of the Other Guaranties by
Guarantor or by reason of operations of law or otherwise shall in no event or
under any circumstance constitute or be deemed to constitute a discharge, in
whole or in part, of Guarantor's obligations and liabilities under this Contract
of Guaranty. Conversely, the discharge of Guarantor's obligations and
liabilities under this Contract of Guaranty by Guarantor or by reason of
operation of law or otherwise shall in no event or under any circumstance
constitute or be deemed to constitute a discharge, in whole or in part, of
Guarantor's obligations and liabilities under any of the Other Guaranties. The
term "Other Guaranties" as used herein shall mean any other guaranty of payment,
guaranty of performance, completion guaranty, indemnification agreement or other
guaranty or instrument of personal recourse obligation or undertaking of any
nature whatsoever (other than this Contract of Guaranty) now or hereafter
executed and delivered by Guarantor to Lender in connection with the Loan.
30. (i) In the event either a petition is filed under Title 11 of the
United States Code as now constituted or hereafter amended (herein referred to
as the "Bankruptcy Code") or under any other applicable Federal or state
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bankruptcy law or other similar law in regard to Borrower or an action or
proceeding is commenced for the benefit of the creditors of Borrower, this
Contract of Guaranty shall at all times thereafter remain effective in regard to
any payments or other transfers of assets to Lender received from or on behalf
of Borrower which are or may be held voidable on the grounds of preference or
fraud, whether or not the Debt has been paid in full.
(ii) If at any time any payment, or portion thereof, made by, or for
the account of, the Guarantor on account of the obligations under this Contract
of Guaranty, is set aside by any court or trustee having jurisdiction as a
voidable preference, fraudulent conveyance or otherwise as being subject to
avoidance or recovery under the provisions of the Bankruptcy Code or under any
other applicable Federal or state bankruptcy law or similar law, the undersigned
hereby agrees that this Contract of Guaranty (x) shall continue and remain in
full force and effect or (y) if previously terminated as a result of the
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Guarantor having fulfilled its obligations hereunder in full or as a result of
Lender having released the Guarantor from its obligations and liabilities
hereunder, shall without further act or instrument be reinstated and shall
thereafter remain in full force and effect, in either case with the same force
and effect as though such payment or portion thereof had not been made, and if
applicable, as if such previous termination had not occurred.
31. GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, AND
LENDER BY ITS ACCEPTANCE OF THIS CONTRACT OF GUARANTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT
OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO
THIS CONTRACT OF GUARANTY.
32. Notwithstanding anything to the contrary which may be contained
in this Contract of Guaranty, the Guarantor shall not have the right to exercise
any right of subrogation with respect to the Borrower arising out of payments
made under this Contract of Guaranty until three hundred eighty days after the
Indebtedness has been paid in full to Lender.
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IN WITNESS WHEREOF, Guarantor had executed this Contract of Guaranty
as of the day and year first above written.
GUARANTOR:
HOB ENTERTAINMENT, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Executive Vice President
LENDER:
CARBON CAPITAL MORTGAGE PARTNERS, L.P.,
a Delaware limited partnership
By: Carbon Mesa Partners, L.P., a Delaware
limited partnership, its general partner
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxx
Title: President
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STATE OF California)
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)ss:
COUNTY OF Los Angeles)
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I, Xxxxxx X. Xxxx, a Notary Public in and for said County, in the State
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aforesaid, do hereby certify that Xxxxxx Xxxxxxxxxxx, the Executive Vice
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President of HOB Entertainment, Inc., a Delaware corporation, who is personally
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known to me to be the same person whose name is subscribed to the foregoing
instrument appeared before me this day in person and acknowledged that (s)he
signed and delivered the said instrument as his/her own free and voluntary act
and as the free and voluntary act of said partnership, for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal, this 29/th/ day of April, 1997.
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/s/ Xxxxxx X. Xxxx
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Notary Public
My Commission Expires:
June 9, 2000 [SEAL]
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XXXXX XX Xxxxxxxxxx )
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)ss:
COUNTY OF Los Angeles )
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I, X.X Xxxxxxxxxx, a Notary Public in and for said County, in the
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State aforesaid, do hereby certify that Xxxxxxxx X. Xxxxxxxxx, the President
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of Carbon Mesa Management, Inc., a California corporation, the general partner
of Carbon Mesa Partners, L.P., a Delaware limited partnership, the general
partner of Carbon Capital Mortgage Partners, L.P., a Delaware limited
partnership, who is personally known to me to be the same person whose name is
subscribed to the foregoing instrument appeared before me this day in person and
acknowledged that (s)he signed and delivered the said instrument as his/her own
free and voluntary act and as the free and voluntary act of said partnership,
for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal, this 29 day of April, 1997.
----
/s/ X.X. Xxxxxxxxxx
---------------------------------
Notary Public
My Commission Expires:
[SEAL]
-14-
EXHIBIT A
Page 1 of 8
PARCEL 1:
ALL THE PROPERTY AND SPACE IN XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX XXXX,
BEING A RESUBDIVISION OF PART OF BLOCK 1 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX
0, XXXXXXXX 00 XXXXX, XXXXX 00, XXXX OF THE THIRD PRINCIPAL MERIDIAN, AND PART
OF BLOCK 1 IN KINZIE'S ADDITION TO CHICAGO, BEING A SUBDIVISION OF THE NORTH
FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 15, 1977 AS DOCUMENT
NO. 24238690, IN XXXX COUNTY, ILLINOIS, ABOVE A HORIZONTAL PLANE HAVING
ELEVATIONS OF 7.50 FEET ABOVE CHICAGO CITY DATUM AND BELOW A HORIZONTAL PLANE
HAVING ELEVATIONS OF 124.00 FEET ABOVE CHICAGO CITY DATUM AND WITHIN THE
VERTICAL PROJECTION OF THE HORIZONTAL BOUNDARY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF LOT 4 IN XXXXXX'X RESUBDIVISION OF MARINA
CITY, BEING A POINT ON THE EAST LINE OF X. XXXXXXXX STREET, 90 FEET SOUTH OF THE
XXXXXXXXX XXXXXX XX XXXXX 0 XX XXXXXXXX XXXX XX XXXXXXX AS MEASURED ALONG SAID
XXXX XXXX XX X. XXXXXXXX XXXXXX; THENCE SOUTH ON THE XXXX XXXX XX X. XXXXXXXX
XXXXXX A DISTANCE OF 209.62 FEET; THENCE EAST PERPENDICULAR TO THE EAST LINE OF
X. XXXXXXXX STREET, A DISTANCE OF 4.32 FEET TO THE POINT OF BEGINNING OF THE
HORIZONTAL BOUNDARY FOR THE PROPERTY AND SPACE HEREINAFTER DESCRIBED; THENCE
NORTH ALONG THE ARC OF A CIRCLE CONVEX TO THE NORTHWEST, HAVING A RADIUS OF
20.87 FEET, A DISTANCE OF 32.75 FEET TO A POINT, SAID POINT IS 188.74 FEET SOUTH
FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF X.
XXXXXXXX STREET, AND 25.18 FEET EAST OF SAID XXXX XXXX XX X. XXXXXXXX XXXXXX AS
MEASURED PERPENDICULAR THERETO; THENCE NORTH ALONG A STRAIGHT LINE A DISTANCE OF
3.05 FEET, TO A POINT ON THE NORTH FACE OF A CONCRETE WALL, SAID POINT IS 185.69
FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE
OF X. XXXXXXXX STREET, AND 25.36 FEET EAST OF SAID XXXX XXXX XX X. XXXXXXXX
XXXXXX AS MEASURED PERPENDICULAR THERETO; THENCE EAST ALONG A STRAIGHT LINE,
BEING THE NORTH FACE OF A CONCRETE WALL, A DISTANCE OF 62.26 FEET TO A POINT,
SAID POINT IS 189.38 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED
ALONG SAID XXXX XXXX XX X. XXXXXXXX XXXXXX AND 87.51 FEET EAST OF SAID XXXX XXXX
XX X. XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR THERETO, BEING THE NORTHEAST
CORNER OF THE HEREINBEFORE MENTIONED CONCRETE WALL; THENCE SOUTH ALONG A
STRAIGHT LINE, A DISTANCE OF 2.00 FEET TO A POINT, SAID POINT IS 191.38 FEET
SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF
X. XXXXXXXX STREET, AND 87.39 FEET EAST OF SAID XXXX XXXX XX X. XXXXXXXX
XXXXXX AS MEASURED PERPENDICULAR THERETO; THENCE EAST ALONG A STRAIGHT LINE
PERPENDICULAR TO THE EAST LINE OF X. XXXXXXXX STREET, A DISTANCE OF 28.23 FEET
TO A POINT ON THE SOUTH MOST EAST LINE OF XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX
XXXXXX XXXX; THENCE SOUTH ALONG SAID EAST LINE OF LOT 4 IN XXXXXX'X
RESUBDIVISION OF MARINA CITY, A DISTANCE OF 76.67 FEET TO AN ANGLE CORNER OF
SAID LOT 4; THENCE WEST ALONG A STRAIGHT LINE, A DISTANCE OF 28.10 FEET TO A
POINT; THENCE SOUTH ALONG A STRAIGHT LINE, A DISTANCE OF 2.05 FEET TO A POINT ON
THE LINE BETWEEN LOTS 3 AND 4 IN XXXXXX'X RESUBDIVISION OF MARINA CITY, SAID
POINT IS 88.86 FEET EAST OF THE EAST LINE OF X. XXXXXXXX STREET, AS MEASURED
ALONG SAID LINE BETWEEN XXXX 0 XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX XXXX;
THENCE WEST ALONG THE LINE BETWEEN LOTS 3 AND 4 IN XXXXXX'X RESUBDIVISION OF
MARINA CITY, A DISTANCE OF 62.83 FEET TO A POINT; THENCE NORTH ALONG A STRAIGHT
LINE, A DISTANCE OF 3.40 FEET TO A POINT,
PAGE 2 OF 8
SAID POINT IS 272.21 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED
ALONG THE EAST LINE OF X. XXXXXXXX STREET, AND 25.75 FEET EAST OF SAID XXXX XXXX
XX X. XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR THERETO; THENCE WEST ALONG THE
ARC OF A CIRCLE CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 20.87 FEET, A
DISTANCE OF 33.33 FEET TO A POINT, SAID POINT IS 251.34 FEET SOUTH FROM THE
NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF X. XXXXXXXX
STREET, AND 4.32 FEET EAST OF SAID EAST LINE OF X. XXXXXXXX STREET AS MEASURED
PERPENDICULAR THERETO; THENCE NORTH ALONG A STRAIGHT LINE PARALLEL WITH THE XXXX
XXXX XX X. XXXXXXXX XXXXXX. A DISTANCE OF 41.72 FEET TO THE POINT OF BEGINNING,
IN XXXX COUNTY, ILLINOIS.
EXCEPTING FROM THE FOREGOING THE FOLLOWING TWO PARCELS:
(1) ALL THAT PROPERTY AND SPACE BELOW A HORIZONTAL PLANE WITH AN ELEVATION OF
33 FEET ABOVE CHICAGO CITY DATUM AND LYING EAST OF THE VERTICAL PROJECTION OF A
LINE DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT WHICH IS 189.22 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT
4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN STREET, AND 84.85 FEET EAST
OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR THERETO;
THENCE SOUTH ALONG A STRAIGHT LINE, A DISTANCE OF 81.39 FEET TO A POINT ON THE
LINE BETWEEN LOTS 3 AND 4 IN XXXXXX'X RESUBDIVISION OF MARINA CITY, SAID POINT
BEING 86.05 EAST OF THE EAST LINE OF NORTH DEARBORN STREET, AS MEASURED ALONG
SAID LINE BETWEEN XXXX 0 XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX XXXX.
(2) AND ALSO EXCEPTING ALL THAT PROPERTY AND SPACE BELOW A HORIZONTAL PLANE
WITH AN ELEVATION OF 33 FEET ABOVE CHICAGO CITY DATUM AND ABOVE A HORIZONTAL
PLANE WITH AN ELEVATION OF 22 FEET ABOVE CHICAGO CITY DATUM AND LYING EAST OF
THE VERTICAL PROJECTION OF A LINE DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT WHICH IS 188.50 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT
4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN STREET, AND 72.78 FEET
EAST OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR
THERETO; THENCE SOUTH ALONG A STRAIGHT LINE, A DISTANCE OF 83.12 FEET TO A POINT
ON THE LINE BETWEEN LOTS 3 AND 4 IN XXXXXX'X RESUBDIVISION OF MARINA CITY, SAID
POINT BEING 73.95 FEET EAST OF THE EAST LINE OF NORTH DEARBORN STREET, AS
MEASURED ALONG SAID LINE BETWEEN LOTS 3 AND 4 IN XXXXXX'X SUBDIVISION OF MARINA
CITY.
ALSO:
ALL THE PROPERTY AND SPACE IN XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX XXXX,
BEING A RESUBDIVISION OF PART OF BLOCK 1 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX
0, XXXXXXXX 00 XXXXX, XXXXX 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, AND PART OF
BLOCK 1 IN KINZIE'S ADDITION TO CHICAGO, BEING A SUBDIVISION OF THE NORTH
FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 15, 1977 AS DOCUMENT
XX. 00000000, XX XXXX XXXXXX, XXXXXXXX ABOVE A HORIZONTAL PLANE HAVING
ELEVATIONS OF 33 FEET ABOVE CHICAGO CITY DATUM AND BELOW A HORIZONTAL PLANE
HAVING ELEVATIONS OF 100 FEET ABOVE CHICAGO CITY DATUM AND WITHIN THE VERTICAL
PROJECTION OF THE HORIZONTAL BOUNDARY DESCRIBED AS FOLLOWS:
COMMENCING AT THE MOST WESTERLY NORTHWEST CORNER OF XXX 0 XX XXXXXX'X
XXXXXXXXXXXXX XX XXXXXX XXXX; THENCE EAST ALONG THE NORTH LINE OF SAID LOT 3, A
DISTANCE OF 116.88
FEET TO AN ANGLE CORNER OF SAID LOT 3, BEING THE POINT OF BEGINNING FOR THE
LAND, PROPERTY AND SPACE HEREIN DESCRIBED; THENCE NORTH ALONG THE LINE BETWEEN
LOTS 3 AND 4 IN SAID XXXXXX'X RESUBDIVISION OF MARINA CITY, A DISTANCE OF 52.53
FEET TO A POINT; THENCE SOUTH ALONG A STRAIGHT LINE PARALLEL WITH THE EAST LINE
OF NORTH DEARBORN STREET, A DISTANCE OF 76.67 FEET TO A POINT; THENCE EAST ALONG
A STRAIGHT LINE PERPENDICULAR TO THE EAST LINE OF NORTH DEARBORN STREET, A
DISTANCE OF 52.53 FEET TO A POINT; THENCE SOUTH ALONG A STRAIGHT LINE PARALLEL
WITH THE EAST LINE OF NORTH DEARBORN STREET, A DISTANCE OF 76.96 FEET TO A
POINT; THENCE WEST ALONG A STRAIGHT LINE, A DISTANCE OF 51.68 FEET TO THE POINT
OF BEGINNING, EXCEPTING FROM THE FOREGOING THE FOLLOWING: ALL THAT PROPERTY AND
SPACE BELOW A HORIZONTAL PLANE WITH AN ELEVATION OF 45.60 FEET ABOVE CHICAGO
CITY DATAM AND EAST OF THE VERTICAL PROJECTION OF A LINE 154.62 FEET EAST OF AND
PARALLEL WITH THE XXXX XXXX XX XXXXX XXXXXXXX XXXXXX.
ALSO: (ELEVATOR PARCEL)
ALL THE PROPERTY AND SPACE IN XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX XXXX,
BEING A RESUBDIVISION OF PART OF BLOCK 1 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX
0, XXXXXXXX 00 XXXXX, XXXXX 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, AND PART OF
BLOCK 1 IN KINZIE'S ADDITION TO CHICAGO, BEING A SUBDIVISION OF THE NORTH
FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 15, 1977 AS DOCUMENT
NO. 24238690, IN XXXX COUNTY, ILLINOIS, ABOVE A HORIZONTAL PLANE HAVING
ELEVATIONS OF 7.50 FEET ABOVE CHICAGO CITY DATUM AND BELOW A HORIZONTAL PLANE
HAVING ELEVATIONS OF 33 FEET ABOVE CHICAGO CITY DATUM AND WITHIN THE VERTICAL
PROJECTION OF THE HORIZONTAL BOUNDARY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX
XXXX; THENCE EAST ALONG A SOUTHERLY LINE OF SAID LOT 4, A DISTANCE OF 116.88
FEET TO A CORNER OF SAID LOT 4; THENCE NORTHERLY ALONG A PERIPHERAL LINE OF
SAID LOT 4, A DISTANCE OF 12.58 FEET TO A POINT; THENCE WESTERLY ALONG A LINE
PERPENDICULAR TO THE LAST HEREIN DESCRIBED LINE A DISTANCE OF 4.53 FEET TO THE
POINT OF BEGINNING FOR THE PARCEL HEREINAFTER DESCRIBED; THENCE NORTHERLY ALONG
A LINE PERPENDICULAR TO THE LAST HEREIN DESCRIBED LINE A DISTANCE OF 9.33 FEET
TO A POINT; THENCE WESTERLY ALONG A LINE PERPENDICULAR TO THE LAST HEREIN
DESCRIBED LINE A DISTANCE OF 7.52 FEET TO A POINT; THENCE SOUTHERLY ALONG A LINE
PERPENDICULAR TO THE LAST HEREIN DESCRIBED LINE A DISTANCE OF 9.33 FEET TO THE
POINT; THENCE EASTERLY ALONG A LINE PERPENDICULAR TO THE LAST HEREIN DESCRIBED
LINE A DISTANCE OF 7.52 FEET TO THE POINT OF BEGINNING.
ALSO: (ENTRANCE PARCEL)
ALL THE PROPERTY AND SPACE IN LOTS 3 AND 4 IN XXXXXX'X RESUBDIVISION OF MARINA
CITY, BEING A RESUBDIVISION OF PART OF BLOCK 1 IN ORIGINAL TOWN OF CHICAGO IN
XXXXXXX 0, XXXXXXXX 00 XXXXX, XXXXX 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, AND
PART OF BLOCK 1 IN KINZIE'S ADDITION TO CHICAGO, BEING A SUBDIVISION OF THE
NORTH FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD
PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 15, 1977 AS
DOCUMENT NO. 24238690, IN XXXX COUNTY, ILLINOIS, ABOVE A HORIZONTAL PLANE HAVING
ELEVATIONS OF 33 FEET ABOVE CHICAGO CITY DATUM AND BELOW A HORIZONTAL PLANE
HAVING ELEVATIONS OF 46.50 FEET ABOVE CHICAGO CITY DATUM AND WITHIN THE
VERTICAL PROJECTION OF THE HORIZONTAL BOUNDARY DESCRIBED AS FOLLOWS:
BEGINNING AT THE HEREINBEFORE MENTIONED POINT 191.38 FEET SOUTH FROM THE
NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN
STREET, AND 87.39 FEET EAST OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS
MEASURED PERPENDICULAR THERETO; THENCE NORTH ALONG A STRAIGHT LINE, A DISTANCE
OF 2 FEET TO THE HEREINBEFORE MENTIONED POINT 189.38 FEET SOUTH FROM THE
NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN
STREET, AND 87.51 FEET EAST OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS
MEASURED PERPENDICULAR THERETO; THENCE WESTERLY ALONG A STRAIGHT LINE, THE
WESTERLY TERMINUS OF SAID LINE BEING THE HEREINBEFORE MENTIONED POINT 185.69
FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE
OF NORTH DEARBORN STREET, AND 25.36 FEET EAST OF SAID XXXX XXXX XX XXXXX
XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR THERETO, A DISTANCE OF 2.57 FEET TO A
POINT; THENCE NORTH ALONG A STRAIGHT LINE, A DISTANCE OF 4.16 FEET TO A POINT,
SAID POINT IS 185.07 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED
ALONG THE EAST LINE OF NORTH DEARBORN STREET, AND 84.90 FEET EAST OF SAID XXXX
XXXX XX XXXXX XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR THERETO; THENCE EAST
ALONG A STRAIGHT LINE, A DISTANCE OF 61.00 FEET TO A POINT, SAID POINT IS
184.48 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST
LINE OF NORTH DEARBORN STREET, AND 145.90 FEET EAST OF SAID EAST LINE OF NORTH
DEARBORN STREET AS MEASURED PERPENDICULAR THERETO; THENCE SOUTH ALONG A STRAIGHT
LINE, A DISTANCE OF 6.88 FEET TO A POINT, SAID POINT IS 191.35 FEET SOUTH FROM
THE NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN
STREET, AND 145.96 FEET EAST OF SAID EAST LINE OF NORTH DEARBORN STREET AS
MEASURED PERPENDICULAR THERETO; THENCE WEST ALONG A STRAIGHT LINE, A DISTANCE OF
58.57 FEET TO THE POINT OF BEGINNING.
ALSO: (SOUTH STAIRWELL PARCEL)
ALL THE PROPERTY AND SPACE IN XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX XXXX,
BEING A RESUBDIVISION OF PART OF BLOCK 1 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX
0, XXXXXXXX 00 XXXXX, XXXXX 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, AND PART OF
BLOCK 1 IN KINZIE'S ADDITION TO CHICAGO, BEING A SUBDIVISION OF THE NORTH
FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 15, 1977 AS DOCUMENT
NO. 24238690, IN XXXX COUNTY, ILLINOIS, ABOVE A HORIZONTAL PLANE HAVING
ELEVATIONS OF 7.50 FEET ABOVE CHICAGO CITY DATUM AND BELOW A HORIZONTAL PLANE
HAVING ELEVATIONS OF 92.67 FEET ABOVE CHICAGO CITY DATUM AND WITHIN THE VERTICAL
PROJECTION OF THE HORIZONTAL BOUNDARY DESCRIBED AS FOLLOWS:
BEGINNING AT THE HEREINBEFORE DESCRIBED POINT 272.21 FEET SOUTH FROM THE
NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN
STREET, AND 25.75 FEET EAST OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS
MEASURED PERPENDICULAR THERETO; THENCE WEST ALONG THE HEREINBEFORE DESCRIBED ARC
OF A CIRCLE CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 20.87 FEET, SAID ARC
TERMINATING AT A POINT 251.34 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS
MEASURED ALONG THE EAST LINE OF NORTH DEARBORN STREET, AND 4.32 FEET EAST OF
SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR THERETO, A
DISTANCE OF 19.72 FEET TO A POINT; THENCE WESTERLY ALONG A LINE PARALLEL WITH
THE MOST WESTERLY SOUTHERLY LINE OF XXX 0 XX XXXX XXXXXX'X XXXXXXXXXXXXX XX
XXXXXX XXXX A DISTANCE OF 3.86 FEET TO A POINT; THENCE SOUTHERLY ALONG A
STRAIGHT LINE PERPENDICULAR TO THE LAST DESCRIBED LINE, A DISTANCE OF 12 FEET
TO A POINT; THENCE EASTERLY ALONG A STRAIGHT LINE PERPENDICULAR TO THE LAST
DESCRIBED LINE, A DISTANCE OF 20.56 FEET TO A POINT; THENCE NORTHERLY ALONG A
STRAIGHT LINE, A DISTANCE OF 2.40 FEET TO THE POINT OF BEGINNING.
Page 5 of 8
ALSO: (NORTH STAIRWALL PARCEL)
ALL THE PROPERTY AND SPACE IN XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX XXXX,
BEING A RESUBDIVISION OF PART OF BLOCK 1 IN ORIGINAL TOWN OF CHICAGO, IN XXXXXXX
0, XXXXXXXX 00 XXXXX, XXXXX 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, AND PART OF
BLOCK 1 IN KINZIE'S ADDITION TO CHICAGO, BEING A SUBDIVISION OF THE NORTH
FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 15, 1977 AS DOCUMENT
NO. 24238690, IN XXXX COUNTY, ILLINOIS, ABOVE A HORIZONTAL PLANE HAVING
ELEVATIONS OF 7.50 FEET ABOVE CHICAGO CITY DATUM AND BELOW A HORIZONTAL PLANE
HAVING ELEVATIONS OF 92.67 FEET ABOVE CHICAGO CITY DATUM AND WITHIN THE VERTICAL
PROJECTION OF THE HORIZONTAL BOUNDARY DESCRIBED AS FOLLOWS:
COMMENCING AT THE POINT OF BEGINNING FOR THE FIRST HEREINBEFORE DESCRIBED
PARCEL; THENCE NORTH ALONG THE HEREINBEFORE DESCRIBED ARC OF A CIRCLE CONVEX TO
THE NORTHWEST, HAVING A RADIUS OF 20.87 FEET, SAID ARC TERMINATING AT A POINT
188.74 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST
LINE OF NORTH DEARBORN STREET, AND 25.18 FEET EAST OF SAID XXXX XXXX XX XXXXX
XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR THERETO, A DISTANCE OF 12.70 FEET TO
THE POINT OF BEGINNING FOR THE PARCEL HEREINAFTER DESCRIBED; THENCE CONTINUING
ALONG SAID ARC OF A CIRCLE, A DISTANCE OF 20.05 FEET TO SAID ARC'S TERMINATING
POINT; THENCE NORTH ALONG THE HEREINBEFORE DESCRIBED STRAIGHT LINE TERMINATING
AT A POINT 185.69 FEET SOUTH FROM THE NORTHWEST CORNER OF LOT 4, AS MEASURED
ALONG THE EAST LINE OF NORTH DEARBORN STREET, AND 25.36 FEET EAST OF SAID XXXX
XXXX XX XXXXX XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR THERETO, A DISTANCE OF
2.05 FEET TO A POINT; THENCE WESTERLY ALONG A STRAIGHT LINE, A DISTANCE OF 20.25
FEET TO A POINT, SAID POINT IS 185.38 FEET SOUTH FROM THE NORTHWEST CORNER OF
LOT 4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN STREET, AND 4.82 FEET
EAST OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS MEASURED PERPENDICULAR
THERETO; THENCE SOUTHERLY ALONG A STRAIGHT LINE PERPENDICULAR TO THE LAST
DESCRIBED LINE, A DISTANCE OF 12 FEET TO A POINT; THENCE EASTERLY ALONG A LINE
PERPENDICULAR TO THE LAST DESCRIBED LINE, A DISTANCE OF 3.72 FEET TO THE POINT
OF BEGINNING;
ALSO:
ALL THE PROPERTY AND SPACE IN XXX 0 XX XXXXXX'X XXXXXXXXXXXXX XX XXXXXX XXXX,
BEING A RESUBDIVISION OF PART OF BLOCK 1 IN ORIGINAL TOWN OF CHICAGO IN XXXXXXX
0, XXXXXXXX 00 XXXXX, XXXXX 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, AND PART OF
BLOCK 1 IN KINZIE'S ADDITION TO CHICAGO, BEING A SUBDIVISION OF THE NORTH
FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL
MERIDIAN ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 15, 1977 AS DOCUMENT
NO. 24238690, IN XXXX COUNTY, ILLINOIS, ABOVE THE HORIZONTAL PLANE HAVING
ELEVATIONS OF 7.50 FEET ABOVE CHICAGO CITY DATUM AND BELOW A HORIZONTAL PLANE
HAVING ELEVATIONS OF 33 FEET ABOVE CHICAGO CITY DATUM AND WITHIN THE VERTICAL
PROJECTION OF THE HORIZONTAL BOUNDARY DESCRIBED AS FOLLOWS:
COMMENCING AT THE HEREINBEFORE DESCRIBED POINT 272.21 FEET SOUTH FROM THE
NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN
STREET, AND 25.75 FEET EAST OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS
MEASURED PERPENDICULAR THERETO; THENCE WEST ALONG THE HEREINBEFORE DESCRIBED ARC
OF A CIRCLE CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 20.87 FEET, SAID ARC
TERMINATING AT A POINT 251.34 FEET SOUTH FROM THE NORTHWEST CORNER OF XXX 0,
XXXXXXXX XXXXX XXX XXXX XXXX XX XXXXX
Page 6 of 0
XXXXXXXX XXXXXX, AND 4.32 FEET EAST OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX
AS MEASURED PERPENDICULAR THERETO, A DISTANCE OF 19.72 FEET TO THE POINT OF
BEGINNING FOR THE LAND PROPERTY AND SPACE HEREINAFTER DESCRIBED; THENCE WESTERLY
ALONG A LINE PARALLEL WITH THE MOST WESTERLY SOUTHERLY LINE OF LOT 4 IN SAID
XXXXXX'X RESUBDIVISION OF MARINA CITY, A DISTANCE OF 3.86 FEET TO A POINT;
THENCE NORTHERLY ALONG A STRAIGHT LINE, A DISTANCE OF 13 FEET TO THE
HEREINBEFORE MENTIONED POINT, SAID POINT BEING 251.34 FEET SOUTH FROM THE
NORTHWEST CORNER OF LOT 4, AS MEASURED ALONG THE EAST LINE OF NORTH DEARBORN
STREET, AND 4.32 FEET EAST OF SAID XXXX XXXX XX XXXXX XXXXXXXX XXXXXX AS
MEASURED PERPENDICULAR THERETO; THENCE SOUTHEASTERLY ALONG THE HEREINBEFORE
DESCRIBED ARC OF A CIRCLE, CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 20.87
FEET, A DISTANCE OF 13.61 FEET TO THE POINT OF BEGINNING, ALL IN XXXX COUNTY
ILLINOIS.
EASEMENT PARCEL 2:
EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS CREATED BY RECIPROCAL DEVELOPMENT,
OPERATING AND EASEMENT AGREEMENT, DATED JANUARY 29, 1996 MADE BY AND AMONG HOB
MARINA CITY PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, HOB CHICAGO, INC., A
DELAWARE CORPORATION AND NIKI DEVELOPMENT CORP., AN ILLINOIS CORPORATION, AS
CONTAINED IN JOINDER IN AND AMENDMENT TO RECIPROCAL DEVELOPMENT, OPERATING AND
EASEMENT AGREEMENT, DATED JANUARY 29, 1996 MADE BY AND AMONG HOB MARINA CITY
PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, HOB CHICAGO, INC., A DELAWARE
CORPORATION, AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE
UNDER TRUST AGREEMENT DATED OCTOBER 11, 1994 AND KNOWN AS TRUST NUMBER 118880-05
AND NIKI DEVELOPMENT CORP., AN ILLINOIS CORPORATION.:
(a) TO USE THE DRIVEWAYS AND PUBLIC PARKING AREAS SUBJECT TO ANY PARKING
OPERATOR'S AGREEMENT IN EFFECT IN THE "COMMON AREA" (AS DEFINED IN RECIPROCAL
DEVELOPMENT, OPERATING AND EASEMENT AGREEMENT DATED JANUARY 29, 1996
(B) TO PROVIDE UNINTERRUPTED PASSAGE BY MOTOR VEHICLES (PASSENGER AND TRUCK) AND
PEDESTRIANS BETWEEN THE ENTRANCES AND EXITS TO THE "DEVELOPER'S PROPERTY" (AS
DEFINED IN RECIPROCAL DEVELOPMENT, OPERATING AND EASEMENT AGREEMENT NOTED ABOVE)
AND INGRESS AND EGRESS TO THE COMMON AREAS OF THE PARKING FACILITIES ON THE
"PROJECT" (AS DEFINED IN RECIPROCAL DEVELOPMENT, OPERATING AND EASEMENT
AGREEMENT NOTED ABOVE)
(C) TO USE THE VARIOUS WALKWAYS OF THE COMMON AREA.
EASEMENT PARCEL 3:
EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY RECIPROCAL DEVELOPMENT,
OPERATING AND EASEMENT AGREEMENT, DATED JANUARY 29, 1996 MADE BY AND AMONG HOB
MARINA CITY PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, HOB CHICAGO, INC., A
DELAWARE CORPORATION AND NIKI DEVELOPMENT CORP., AN ILLINOIS CORPORATION, AS
CONTAINED IN JOINDER IN AND AMENDMENT TO RECIPROCAL DEVELOPMENT, OPERATING AND
EASEMENT AGREEMENT, DATED JANUARY 29, 1996 MADE BY AND AMONG HOB MARINA CITY
PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, HOB CHICAGO, INC., A DELAWARE
CORPORATION, AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE
UNDER TRUST AGREEMENT DATED OCTOBER 11, 1994 AND KNOWN AS TRUST NUMBER 118880-05
AND NIKI DEVELOPMENT CORP., AN ILLINOIS CORPORATION AND PROVIDED IN GRANT MADE
BY MARINA CITY BUILDING CORPORATION, A CORPORATION DELAWARE, TO NORTH MARINA
CITY BUILDING CORPORATION, A CORPORATION OF
Page 7 of 8
ILLINOIS, RECORDED MARCH 20, 1965 AS DOCUMENT 19419417 OF A PERPETUAL EASEMENT
TO CONSTRUCT, BUILD AND MAINTAIN THAT PORTION OF THE THEATRE BUILDING ERECTED OR
BEING ERECTED BY NORTH MARINA CITY BUILDING CORPORATION ON THE SOUTHWESTERLY
PORTION OF LOT 4 IN SUCH MANNER AS TO OVERHANG, PROJECT AND ENCROACH OVER, UPON
AND ACROSS THAT PART OF LOT 3 DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY NORTHWEST CORNER OF LOT 3; THENCE NORTH 86
DEGREES, O1 MINUTES, 30 SECONDS EAST 116.88 FEET TO THE POINT OF BEGINNING OF
THE FOLLOWING TRACT OF LAND; THENCE NORTH 0 DEGREES, 00 MINUTES 40 SECONDS EAST,
76.98 FEET TO A POINT ON THE SOUTHERLY LINE OF THE 40.0 FOOT EASEMENT STRIP OF
THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY; THENCE SOUTH 85 DEGREES, 42
MINUTES, 10 SECONDS EAST ALONG SAID SOUTHERLY LINE OF EASEMENT, 2.0 FEET; THENCE
SOUTH 0 DEGREES, 09 MINUTES, 40 SECONDS EAST TO A POINT ON A LINE DRAWN EAST
FROM THE HEREIN DESIGNATED POINT OF BEGINNING; THENCE WEST 2.0 FEET TO SAID
POINT OF BEGINNING, SAID EASEMENT ALSO BEING FOR INGRESS AND EGRESS TO AND FROM
SAID THEATRE AND AUDITORIUM BUILDING AND TO CONSTRUCT AND MAINTAIN THE ROOF OF
SAID THEATRE BUILDING AND STRUCTURAL COMPONENTS OF SAID ROOF IN SUCH MANNER AS
TO OVERHANG AND PROJECT OVER, ON AND ACROSS THE PROPERTY OF MARINA CITY BUILDING
CORPORATION.
EASEMENT PARCEL 4:
EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY RECIPROCAL DEVELOPMENT,
OPERATING AND EASEMENT AGREEMENT, DATED JANUARY 29, 1996 MADE BY AND AMONG HOB
MARINA CITY PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, HOB CHICAGO, INC., A
DELAWARE CORPORATION AND NIKI DEVELOPMENT CORP., AN ILLINOIS CORPORATION, AS
CONTAINED IN JOINDER IN AND AMENDMENT TO RECIPROCAL DEVELOPMENT, OPERATING AND
EASEMENT AGREEMENT, DATED JANUARY 29, 1996 MADE BY AND AMONG HOB MARINA CITY
PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, HOB CHICAGO, INC., A DELAWARE
CORPORATION, AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE
UNDER TRUST AGREEMENT DATED OCTOBER 11, 1994 AND KNOWN AS TRUST NUMBER 118880-05
AND NIKI DEVELOPMENT CORP., AN ILLINOIS CORPORATION AND PROVIDED IN GRANT MADE
BY MARINA CITY BUILDING CORPORATION, A CORPORATION DELAWARE, TO NORTH MARINA
CITY BUILDING CORPORATION, A CORPORATION OF ILLINOIS, RECORDED MARCH 29, 1965 AS
DOCUMENT 19419417 OF A PERPETUAL EASEMENT FOR INGRESS AND EGRESS AT ALL TIMES BY
FOOT, VEHICLE OR OTHERWISE OVER, UPON AND ACROSS THAT PART OF LOT 4 DESCRIBED AS
FOLLOWS:
BEGINNING AT A POINT IN THE WEST LINE OF BLOCK 1, ORIGINAL TOWN OF CHICAGO
(WHICH IS THE XXXX XXXX XX XXXXX XXXXXXXX XXXXXX) THAT IS SOUTH 0 DEGREES, 47
MINUTES, 50 SECONDS WEST, 233.93 FEET FROM THE NORTHWEST CORNER OF SAID BLOCK 1
AND RUNNING THENCE SOUTH 85 DEGREES, 42 MINUTES 10 SECONDS EAST, 151.44 FEET;
THENCE SOUTH 87 DEGREES, 15 MINUTES, 10 SECONDS EAST, 49.34 FEET; THENCE SOUTH
89 DEGREES, 29 MINUTES, 10 SECONDS EAST, 48.70 FEET; THENCE NORTH 85 DEGREES, 18
MINUTES, 50 SECONDS EAST, 48.44 FEET; THENCE NORTH 81 DEGREES, 33 MINUTES, 50
SECONDS EAST, 17.98 FEET; THENCE NORTH 78 DEGREES, 32 MINUTES, 50 SECONDS EAST,
53.60 FEET TO A POINT ON A LINE 66 FEET (MEASURED PERPENDICULARLY) WEST FROM AND
PARALLEL WITH THE WEST LINE OF BLOCK 2 IN KINZIE'S ADDITION AFORESAID AS SAID
WEST LINE IS RECOGNIZED IN THE WABASH AVENUE BRIDGE ORDINANCE (SAID WEST LINE OF
BLOCK 2 BEING THE EAST LINE OF NORTH STATE STREET AS OCCUPIED), WHICH POINT IS
SOUTH 0 DEGREES, 9 MINUTES, 40 SECONDS WEST, 227.22 FEET FROM THE INTERSECTION
OF THE ABOVE MENTIONED PARALLEL LINE WITH THE NORTH LINE OF SAID BLOCK 1 IN
KINZIE'S ADDITION AFORESAID; THENCE SOUTH 0 DEGREES, 9 MINUTES, 40 SECONDS WEST
ALONG THE ABOVE MENTIONED PARALLEL LINE A DISTANCE OF 40.84 FEET; THENCE
SOUTH 78 DEGREES, 32 MINUTES 50 SECONDS WEST, 46.44 FEET, THENCE SOUTH 81
DEGREES, 33 MINUTES, 50 SECONDS WEST, 20.34 FEET THENCE SOUTH 85 DEGREES, 18
MINUTES, 50 SECONDS WEST, 51.56 FEET, THENCE NORTH 89 DEGREES, 29 MINUTES, 10
SECONDS WEST, 51.30 FEET; THENCE NORTH 87 DEGREES, 15 MINUTES, 10 seconds west,
50.56 feet, thence north 65 degrees, 42 minutes, 10 seconds west,149.54 FEET TO
A POINT IN SAID WEST LINE OF BLOCK 1, ORIGINAL TOWN, THAT IS SOUTH 0 DEGREES, 47
MINUTES, 50 SECONDS WEST, 274 FEET FROM SAID NORTH WEST CORNER OF SAID BLOCK 1
AND THENCE NORTH 0 DEGREES, 47 MINUTES, 50 SECONDS EAST ALONG SAID WEST LINE OF
BLOCK 1, A DISTANCE OF 40.07 FEET TO THE POINT OF BEGINNING; EXTENDING UPWARDS
FROM AND ABOVE A HORIZONTAL PLANE BEING A VERTICAL DISTANCE OF 24.5 FEET ABOVE
CHICAGO CITY DATUM.
EASEMENT PARCEL 5:
EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS CREATED BY THE RECIPROCAL DEVELOPMENT,
OPERATING AND EASEMENT AGREEMENT, REFERRED TO ABOVE IN EASEMENT PARCELS 2, 3 AND
4 (RDOEA), AS FOLLOWS:
A-THE EASEMENT TO USE THE DOCKING AREA DESCRIBED IN SECTION 3.4 (a)(ii);
B-THE EASEMENT TO INSTALL, MAINTAIN, REPLACE, RELOCATE, USE AND OPERATE ELECTRIC
LINES AND SIGNS AND NECESSARY INSTALLATIONS, CONDUITS, WIRING AND CONNECTIONS,
AND THE RIGHT OF ACCESS THERETO, AS DESCRIBED IN SECTION 3.4 (d) OF THE XXXXX;
C-THE EASEMENT FOR SIGNAGE DESCRIBED IN SECTION 3.4 (d) OF THE XXXXX;
D-THE EASEMENT TO ENTER UPON THE ADJOINING PROPERTY FOR THE PURPOSE OF
PERFORMING ANY OBLIGATION WHICH ANOTHER PARTY FAILS OR REFUSES TO PERFORM AS
DESCRIBED IN SECTION 3.6 OF THE RDOEA;
E-THE EASEMENT FOR MAINTAINING, REPAIRING OR RECONSTRUCTING ANY OF THE
FACILITIES AS DESCRIBED IN SECTION 3.7 OF THE RDOEA;
F-THE EASEMENT FOR COMMON UTILITY FACILITIES AS DESCRIBED IN SECTION 3.8 OF THE
RDOEA.
G-THE EASEMENT FOR BUILDING ENCROACHMENTS DESCRIBED IN SECTION 3.12 OF THE
RDOEA.
EASEMENT PARCEL 6:
EASEMENT FOR THE BENEFIT OR PARCEL 1 AS CREATED BY DEVELOPMENT EASEMENT GRANT
DATED AUGUST 2, 1996 AND RECORDED AUGUST 26, 1996 AS DOCUMENT 9665303 BY
XXXXXXXXXXX X. XXXXX AND XXXXXX X. XXXXXXX, AS CO-TRUSTEES OF THE DECLARATION OF
TRUST DATED DECEMBER 30, 1988 ESTABLISHING THE XXXX X. XXXXX 1988 GIFT TRUST,
AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE UNDER THE
TRUST AGREEMENT DATED OCTOBER 11, 1994 AND KNOWN AS TRUST NUMBER 118880-05, FOR
PLAZA AREA EASEMENT AND SKYWALK EASEMENT FOR THE PURPOSE OF CONSTRUCTING, USING,
AND MAINTAINING THEREIN BUILDINGS AND OTHER IMPROVEMENTS AND/OR STRUCTURES,
INCLUDING THE CANOPY AND OVERHANG EXTENDING FROM PARCEL 1, NOW OR HEREAFTER
ATTACHED TO OR OTHERWISE EXISTING ON OR EXTENDING FROM PARCEL 1.
