PARTIAL ASSIGNMENT OF W ATERW ALK DEVELOPMENT AGREEMENT

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Alisha Briggs
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1 PARTIAL ASSIGNMENT OF W ATERW ALK DEVELOPMENT AGREEMENT THIS PARTIAL ASSIGNMENT (the "Assignment" of Development Agreement Regarding Development of the East Bank, dated September 10, 2002, as amended, a/k/a the WATERWALK DEVELOPMENT AGREEMENT (the "Development Agreement", is made and entered into effective,2010, by and between by and between Four-G, LLC ("Assignee" and WaterWalk LLC ("Assignor". For good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto agree as follows: i. Assignment. Assignor hereby assigns, transfers and conveys to Assignee, the following rights and obligations of Assignor pursuant to the following-listed Sections of the Development Agreement and no others, but only to the extent such rights and obligations apply to the Lodging Tract and the Private Improvements to be located upon the Lodging Tract (hereafter collectively the "Assigned Rights and Obligations", and in no event shall the Assigned Rights and Obligations include any rights or obligations of Assignor regarding the Project or Project Parcels other than the Lodging Tract, any Private Improvements other than those to be located on the Lodging Tract, any Public Improvements, any rights or obligations to amend or modify the Development Agreement: the exclusive right to develop the Lodging Tract under Section 2. i; and Sections: 4 to the extent assignable (excluding Assignor's rights or obligations under 4.1(a and 4.1(b, (excluding Assignor's rights under 5.1.2(e and 5.4(g, 6.1,6.3, (except the second paragraph of 7.1,9.1, ,9.5 (but excluding any rights of Assignor as Developer to propose Change Orders, 10, 11.1, i 1.2, 11.4 (but any tennination of the Development Agreement or rights or obligations shall be only as to the Lodging Tract, and not otherwise affect the Development Agreement, 12, and 13; to the following Sections to the extent assignable: , , and and to rights in the Parking Structure as provided under the Hotel Parking and Trash Agreement among Assignor, Assignee and WaterWa1k Place Owners' Association dated on or about this date. This Assignent shall not transfer any obligations of Assignor described in Exhibits 4 and 14 of the Development Agreement. 2. Assumption of Obligations. Assignee hereby assumes and agrees to perform all of the commitments, obligations, terms, provisions, conditions and covenants of the Assigned Rights and Obligations. Assignee agrees to defend, indemnify, and hold harmless Assignor from any liability, damages, causes of action, expenses and attorneys' fees (including appellate fees incurred by Assignor by reason of the failure of Assignee to fulfill, perform and discharge all of its various commitments, obligations, terms, provisions, conditions and covenants of the Assigned Rights and Obligations which Assignor has assumed. 3. Expenses. Upon the execution and delivery of the Ground Lease, Assignee assumes and agrees to perfonn all of the commitments, obligations, tenns, provisions, conditions and covenants imposed upon the ground lessee of the Lodging Tract by the Declaration, as may be amended, including but not limited to payment of fees due after the date of Assignment pursuant to the WaterWalk Parking District Agreement dated June 2006 between the City of

2 Wichita and Assignor, as may be amended, except as provided below, and any building to be located upon the Lodging Tract. Notwithstanding any provision in the Declaration, the WaterWalk Parking District Agreement, the Agreement to Purchase and Sell, or in any other agreement or document to the contrary, Assignor agrees and covenants, represents, and warrants that for a period of 5 years after the date the City issues a final, conditional or temporary certificate of occupancy for the Permitted Hotel upon the Lodging Tract sufficient to allow opening any part of the Permitted Hotel for business; however such period shall automatically teniiinate if Assignee fails to continuously operate the Permitted Hotel and Hotel Use on the Lodging Tract; Assignee's liability for Assessments (as that term is defined in the Declaration, and including any supplemental Assessments levied pursuant to Sections 3.03 and 3.05 of the Declaration shall be capped at $1.00 multiplied by the number of square feet of surface area of the Lodging Tract. Following the expiration of such five (5 year period the amount of the Assessments allocated to the Lodging Tract shall be deteniiined and paid based upon the manner in which the same are computed pursuant to the Declaration. Assignor agrees to defend, indemnify and hold harmless Assignee from any liability, damages, causes of action, expenses, and attorneys' fees (including appellate fees incurred by Assignee by reason of the any Assessment that exceeds the limit set forth herein. Assignor's obligations pursuant to this paragraph shall expressly survive the Closing of the Agreement to Purchase and Sell and thereafter. 4. Governing Law. Notwithstanding the place where the parties execute this Assignment, the internal laws of Kansas, without regard for the principles of conflcts of laws thereof, shall govern the construction of the terms and the application of the provisions of this Assignment. 5. Severability. If a court of competent jurisdiction holds any provision of this instrument invalid or ineffective with respect to any person or circumstance, the holding shall not affect the remainder ofthis instrument or the application of this instrument to any other person or circumstance. If a court of competent jurisdiction holds any provision of this instrument too broad to allow enforcement of the provision to its full extent, the court shall have the power and authority to enforce the provision to the maximum extent permitted by law and may modify the scope of the provision accordingly pursuant to an order of the court. 6. Terms. Except as otherwise provided, capitalized terms not otherwise defined herein shall have the definitions attributed to them in the Agreement to Purchase and SelL. 7. Covenant to Run with Land for Tenii of Ground Lease. This Agreement shall constitute a covenant running with the land for the term of the Ground Lease, and shall be binding upon and inure to the benefit of the parties, their respective successors and assigns, and any present or future owner or ground lessee of the Lodging Tract, legally described on Exhibit i attached. 8. Execution in Counterparts. This Assignment may be executed in several counterparts. All counterparts so executed shall constitute one agreement and shall be binding

3 on all parties, even though all the parties did not sign the original or the same counterpart signature page. ASSIGNEE: Four-G, LLC ASSIGNOR: W aterw a1k LLC Printed Name: James E. Korroch Its: Manager Printed Name: Its: Date: Date:,2010,2010 Acknowled2ement of Notice The City of Wichita, a body politic, acknowledges receipt of notice of this Assignment, and also acknowledges to Assignor and Assignee that the consent of the City of Wichita is not required for this Assignment under the terms of Section of the Development Agreement or otherwise. The City of Wichita, Kansas Printed Name: Its: ATTEST: Karen Sublett, City Clerk APPROVED AS TO FORM: Gary E. Rebenstorf, City Attorney

4 ACKNOWLEDGEMENTS STATE OF KANSAS SEDGWICK COUNTY This instrument was acknowledged before me on this _ day of 2010, by James E. Korroch, as Manager of Four-G, LLC, a Kansas limited liability company. STATE OF KANSAS SEDGWICK COUNTY This instrument was acknowledged before me on this _ day of 2010, by, as of Water Walk LLC, a Kansas limited liability company. STATE OF KANSAS SEDGWICK COUNTY This instrument was acknowledged before me on this _ day 2010, by, as of the City of Wichita, Kansas, a Kansas municipality. 5/24/10

5 Exhibit 1 Commencing at the easterly most south corner of Lot 1, Block 5, Waterwalk Phase 2 Addition, an addition to Wichita, Sedgwick County, Kansas; thence N 00 00'13" W, along the east line of said Lot 1, feet; thence S 89 59'47" W, perpendicular to said east line, feet for a place of beginning; thence S 00 00' 13" E, parallel with said east line, feet; thence S 45 00'00" W, feet; thence S 89 59'47" W, parallel with the south line of said Lot 1, feet; thence N 35 19'20" W, feet; thence N 00 00'13" W, parallel with said east line, feet; thence N 89 59'47" E, parallel with said south line, feet; thence N 00 00' 13" W, parallel with said east line, 0.50 feet; thence N 89 59'47" E, parallel with said south line, feet to the place of beginning. 5/24/10

ASSIGNMENT OF LEASES AND RENTS

ASSIGNMENT OF LEASES AND RENTS THIS ASSIGNMENT OF LEASES AND RENTS (as the same may be amended, modified or supplemented from time to time, the Assignment ), dated as of the day of, 2011, from Four-G,