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20-2102s:\legal\our documents\ordinances\20\ordinance - airport - consent to collateral assignment sarnsev to guaranty bank trust- 11'30-2020.doc ORDINANCE NO.20-2102 AN ORDINANCE OF THE CITY OF DENTON APPROVING THE CONSENT TO COLLATERAL ASSIGNMENT OF LEASE FOR THE COLLATERAL ASSIGNMENT BY SAMSEV, LLC TO GUARANTY BANK & TRUST, N. A., OF THE AIRPORT LEASE AGREEMENT COVERING PROPERTY AT 4665 SPARTAN DRIVE; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE CONSENT TO COLLATERAL ASSIGNMENT OF LEASE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 27, 2001, the City of Denton, a Texas home-rule municipal corporation (hereinafter the “City”), entered into that certain Airport Lease Agreement – Commercial Operator (the “Lease”) with Mr. Jack Faas (“Faas”) covering property located at 4665 Spartan Drive, Denton, Texas, as more nIlly described in the Lease (the “Property”), at the Denton Enterprise Airport, which Lease was approved by the City pursuant to Ordinance No. 2001-134; and WHEREAS, on February 17, 2009, Faas assigned his interest in the Lease to Planes of History, Inc. (“PoH”) and the Lease was amended (the term “Lease” herein includes the amended Lease), which assignment and amendment were approved by the City pursuant to Ordinance No. 2009-043; and WHEREAS, on November 10, 2020, PoH assigned its interest in the Lease to Samsev, LLC (“Assignor”), which assignment was approved by the City pursuant to Ordinance No. 20- 2101; and WHEREAS, Assignor has agreed to collaterally assign its interest in the Lease to Guaranty Bank & Trust, N. A., as evidenced by that certain Leasehold Deed of Trust signed by Assignor on November 20, 2020; and WHEREAS, the Lease requires the written consent of the City for the proposed assignment to be effective, and Assignor has requested the City give such consent; and WHEREAS, at the November 30, 2020 meeting of the Council Airport Committee, the Committee recommended that the City approve the Consent to Collateral Assignment of Lease for the Property by a vote of 2 to g; and WHEREAS, the City Council deems it in the public interest to enter into a Consent to Collateral Assignment of Lease giving consent to the collateral assignment contemplated above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. 1 SECTION 2. The Consent to Collateral Assignment of Lease for the Property in the form attached hereto as Exhibit A, is hereby approved and made a part of this Ordinance for all purposes (the “Consent to Collateral Assignment of Lease”). SECTION 3. The City Manager, or his designee, is hereby authorized to execute the Consent to Collateral Assignment of Lease. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by :Bbq ho,a m seconded by 4)cw! (vle I tIP'<- , the Ordinance was passed and approved by the following vote [E - a> : Aye Nay Abstain Absent Chris Watts, Mayor:V/ Birdia Johnson, District 1 :-L vr / ,/’ Keely Briggs, District 2: Jesse Davis, District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the --l -a' day of-F)ec£mkz(2020 is By: Interi4 Mayor Pro Tem yesse Dav1 JI ATTEST: ROSA RIOS, CITY SECRETARY At 1111111 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: a DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 Exhibit A CONSENT TO COLLATERAL ASSIGNMENT OF LEASE This Consent to Collateral Assignment of Lease (“Consent”) is made by and among the City of Denton, a Texas home-rule municipal corporation (“City”), Samsev, LLC, a Texas limited liability company (“Assignor”) and Guaranty Bank & Trust, N. A., a Texas state banking association (“Assignee”). WHEREAS, the City is the landlord under that certain Airport Lease Agreement – Commercial Operator between Lessor and Jack Faas, dated March 27, 2001, as subsequently assigned by Jack Faas to Planes of History, Inc. and amended, and thereafter assigned by Planes of History, Inc. to Assignor, (the “Lease”); and WHEREAS, the Lease covers approximately 0.413 acres of land, along with certain leasehold improvements, located at 4665 Spartan Drive, at the Denton Enterprise Airport, Denton, Texas, and being more particularly described in the Lease, attached hereto as Attachment 1 and Attachment 2 and incorporated herein for all purposes, (the “Leasehold Estate”); and WHEREAS, Assignee has provided or will provide financing for Assignor in connection with the Leasehold Estate; and WHEREAS, for the purpose of securing and enforcing the payment obligations ofAssignor to Assignee, Assignor now wishes to collaterally assign the Lease to the Assignee through the Leasehold Deed of Trust attached hereto as Attachment 3; and WHEREAS, Section XI of the Lease provides that the Lease may not be assigned without the written consent of the City, and Assignor has requested the City’s consent; NOW THEREFORE. in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City hereby consents to Assignor’s collateral assignment of the Leasehold Estate to Assignee, through the Leasehold Deed of Trust (the “Collateral Assignment”) under the following terms and conditions: 1. On or before the execution of this Consent, Assignor shall pay to the City a transfer fee of One Thousand Dollars ($ 1,000.00) in connection with the City providing its consent to the Collateral Assignment of the Leasehold Estate. 2. Assignee certifies that it has reviewed the Lease and accepts the provisions applicable to the Assignee, including but not limited to Sections VIII, IX and XI. 3. Assignee shall give the City copies of any written notice which Assignee gives to Assignor of any default by Assignor under any financing agreement, promissory note, or the Collateral Assignment at the same time it gives notice to the Assignor. Any such notice shall be delivered as follows: Page 1 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 City Manager City of Denton 215 E. McKinney Denton, Texas 76201 with copies to: Airport Manager Denton Enterprise Airport 5000 Airport Road Denton, Texas 76207 City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 4.The City agrees to provide Assignee a contemporaneous copy of all written notices of default or breach provided to Assignor under the Lease. Wherein a notice of default or breach has been provided by the City to Assignor and Assignee, Assignee shall be entitled, at its option, to cure such default or breach, and the City shall accept such cure from Assignee. If the default or breach is not cured as provided under the Lease, the City shall have the remedies available to it as set out therein, at law or in equity. Any notice to be delivered from City to Assignee shall be delivered to the following: Guaranty Bank & Trust, N. A. Ann: Jeremy Fykes, President – Denton 1200 West University Drive, Suite 100Denton, Texas 76201 JFykes@gnty.com 5.Should Assignee foreclose on or otherwise obtain Assignor’s rights and interest in the Leasehold Estate, the City will not unreasonably withhold its consent to an assignment by Assignee to future qualified successors. Assignor shall provide to City for its review the proposed successor’s (i) financial statement, (ii) confirmation of no outstanding taxes, liens, or judgments, and (iii) compliance with all applicable Minimum Operating Standards. The City shall be the sole judge of any proposed successor’s qualifications, which judgment shall be reasonably exercised. 6. In the event of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Consent, then the Lease shall govern and control. 7. If any provisions of this Consent shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein; the remaining provisions to remain in full force and effect. Page 2 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 8. The City hereby represents that this Consent is made with proper authority under Ordinance. 9.Assignee, its authorized representatives or agents, may, upon reasonable advanced notice (written or oral) to Assignor and City and at any reasonable times, enter the Leasehold Estate for the purposes of inspecting, repairing, or removing personal property, subject to the terms and conditions of the Lease. Assignee may further, upon reasonable advanced written notice to City and Assignor and at reasonable times, enter upon the Leasehold Estate to exhibit or conduct a sale(s) of any or all of the collateral pledged to Assignee, subject to the City’s interests under the Lease. 10. This Consent shall be governed by and construed in accordance with the laws of the State of Texas. Exclusive venue for any action related to this Consent shall be solely in a court of competent jurisdiction in Denton County, Texas. 11. This Consent will bind and inure to the benefit of the parties, their heirs, executors, administrators, successors in interest, and assigns. [Signatures on following page] Page 3 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 IN WITNESS HEREOF, the parties have executed this Consent to Collateral Assignment of Lease as of the Date written below. Date: ASSIGNOR: Samsev, LLC, a Texas limited By: Name: Scott Severen Title: W©1B991 ASSIGNEE: Guaran By: Name: Title: SVP - Commercial Lending CITY: CITY OF DENTON Title: City Manager It, N.AyI }th StUA/art Page 4 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 ATTEST: ROSA RIOS, CITY SECRETARY b THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational ON I 111111\Md business terms, m Director-Airport, Facilities, Title Real Estate Airport I: :fea:p !!:: : : 1 1 / 2 3 / 2 0 2 0 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY '“' Page 5 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 Blown Aftachment I ! + goal - /34ORDn{ANCE NO. AN ORDDqANCB APPROVngG A cohnfERaAL OPERATOR AIRPORT LEASE AGREMmfr BEFWEmq THE cnr OF DENTON, TEXAS AND JACK FAAS; AND PROVEDnqG AN EFFECITVE DAIE. TIDB COUNCE OF THE cru OF DnfroN, TEXAS }mREBY ORDAnqs: SEC:W. The City Malaga m his designee is hereby authorized to execute a airport lease agrwmmt for omrmenial operator bgtwem the City of Denton and Jack Faas, in substantia]ly the form of the Airport Lease Agrumart which is attached to and made a part of this ordinance for all pwpos®. SECTION 2. This onhnmce shall become effective immahately upon its passage and 4pproval. PASSEDANDAPPROV8Dthi,the gM d,y ,f /MaZ _, 2001.+ JM:' hZ EULnqE BROCK, MAYOR ATrEST: JENNIFER WALTERS, aTV SECRETARY FORMD AS TO LEG, HERBERT L. PROury,ATrORNEY DocuSign Envelope ID: F89817BD-C26B4 106-A045-8AOEC47601 50 (( AIRPORT LBAgB AaRB©8BNT CMaHRCiAL OPERaTOR THE STATE OF THEAS S S SCOUNTY OF DHNTON IWOW ALL Mm BY THESE PRESENTS : 2 O O 11rT][1 : neo: 8 mB rIIa[]B e=:1LISw et= 8t g@ : a:f 0t mTCla municipal corporation, hereinafter referred to as 'll,e880r11, aId Mr . Jack Paa8 having principal o£fice8 at 6621 Brentwood Lane , The Colony, Texa8 75056, hereinafter referred tO as tILesgee11 WIll=NESgRISl : WHEREAS, Le8sor now owns, controls and operatesAirport (Airport) in the City of Denton, County ofof Texas; and the MunicipalDenton, State WHEREAS, Lessee desires to lease certain premise8 on saidairport and construct and maintain an aircraft hangar and relatedaviation facilities thereon; and NOW, THEREFORE, for and in consideratIon of the the mutual covenants contained in this Agreement , agree as follows : promises andthe, parties Iw CONDITIONS OF AGREMmHT NOTWITHSTANDING ANy LANGtmGE TO THE CONTRARY HEREINAFTER CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHALL BE BINDING. A. PRINCIPLES OF OPERATIONS . The right to conductaeronautical and relat6d activities for furnishing services to the public is granted to Lessee subject to Les8ee agreeing : 1.To furnish 8aid services on a fair, equal and notunjustly discriminatory basis to all users thereof ; and 2.To charge fair , reasonab1 e and not unj ust lydiscriminatory prices for each unit or service ;provided, that Le88ee may be allowed to make reasonable and nondi8criminatory discounts , rebates , or othersimilar types of price reductions to volume purchasers. B . NON-DISCRIMINATION : I,es8ee, for himself , his personalrepregentative8, successors and intere8ts, and assigns, a8 a partof the consideration hereof , does hereby covenant and agree as a DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (r covenant running with the land that : 1.NO person on the grounds of race, religion, color, sex,or national origin shall be excluded fran participationin, denied the benefits of , or be otherwi8e subjectedto discrimination in the use of said facilities ; 2.In the construction of any improvements on, over, orunder such land and the furnishings of servicesthereon, no person on the grounds of race , religion, color, sex, or national origin shall be excluded £rotnparticipation in, denied the benefits of, or otherwisebe 8ubjected to discrimination; 3.I,essee 8hall use the premises in compliance with allother requirement8 imposed by or pursuant to Title 49,Code of Federal Regulat iona , Department of Trans – potation, Subtitle A, Office of the Secretary, Part 21,Nondiscrimination in Federally assisted progr@ns of the Department of Transportation - Effectual of Title VI of the Civil Right:8 Act of 1964 , as said Regulations maybe amended . C. RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT . It is clearlyunderstood by lessee that no right or privi©e has been grantedwhich would operate to prevent any person, firm or corporationoperating aircraft on the airport from performing any 6ervice8 onits own aircraft with its own regular etwloyees (including, butnot limited to, maintenance and repair) that it may choose to perform D. NON-EXCLUSIVE RIGHT. It is understood and agreed that nothing+erein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Title 49 U. S .C. Appendix 51349 . E . PUBLIC AREAS P 1.Lessor re8erve8 the right to further develop or iwrovethe landing area of the airport as it sees fit ,regardless of the desires or views of Lessee, andwithout interference or hIndrance . 2.Lesser shall be obligated to maintain and keep in good repair the landing area of the airport and all publiclyowned facilities of the airport, together with theright to direct and control all activities of lessee inthis regard. 3 . During time of war or national emergency, Lessor shallhave the right to lease the landing area or any part FAAS IBASB AGREEMENT - Page 2 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 f r thereof to the United States Government for military ornaval uae , and, if allah lease ia executed, theprovisions of this instrument insofar as they areinconsi8tent with the provi8ions of the lease to the Government, shall be suspended. 4 . Les80r reserves the right to take any action itconsiders nece88ary to protect the aerial approaches ofthe airport against ob8truction, together with theright to prevent lessee from erecting, or permitting tobe erected, any building or other structure on oradj acent to the aIrport which, in the opinion ofLessor, would limit the usefulness or safety of theairport or constitute a hazard to aircraft or to aircraft navigation . 5 . This Lease shall be subordinate to the provisIons of any existIng or future agreement between In6sor and theUnited States or agency thereof , relative to the operation or maIntenance of the airport . 11 e LEASED PREMISES Les80r, for and in consideration of the covenants and agree-ments herein contained, to be kept by Lessee, does hereby demiseand lease unto Lessee, and Lesgee does hereby hire and take from Lesgor, the following described land situated in Denton County,Texas A. Land. A tract of land, being approximately 18, OCO squarefeet, dr 0.413 acres, drawn and outlined on Attachment "A" , and legally deacribed in Attachment "B, ” such attachments being incorporated herein by reference . Together with the right of ingre8s and egre8s ta said proper-ty; and the right in cowwDn with others so authorized of passageupon the Airport property generally , subject to reasonable regulations by the City of Denton and such rights shall extend toLe8see ' g enployee8 , passengers , patrons and invitees . Forpurposes of this agreement, the term " Premises" shall mean all property located within the meteg and bounds described andidentified within Attachment "B11, including leasehold improVementsconstructed by the lessee, but not including certain easernents orproperty owned and/or controlled by the Lessor . B. IMPROVEMENTS PROVIDED By I,ESSOR: NONE: There will be no improvemerit8 providedby Lesgor, except as set forth in Article11.E . "Access to Utilitie8” below. For the purpose of this Agreement,ment8'’ 8hall mean those things on or the term adj acent 111,essor ing>rove-to the Premises PAAS IBAgB AGRBHqENI: - Page 3 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC47601 50 (( belonging to, constructed by, or to be constructed by the Le8sor,which enhance or increase, the value or quality of the lea6ed landor property . Urn eas otherwise noted herein, all Les80ring>rovermats are and will remain the property of Ie880r . All Le8sor iaprovement8 must be described in detail above, or above referenced and attached to this Agreement in an exhibit approvedby Le8sor. C. IMPROVEMENTS PROVIDED BY LESSEE: On described lot, Lessee shall construct a hangar lity not less than 4 , 500square feet with taxiway access and appropriate culvert8 ordrainage as required by City ordinances in the utility right ofway south and north of the proposed hangar as well as otherinprovement8 a8 determined necessary by CIty ordinances . Saidimprovements shall be completed not le8s than 365 days from the date of this agreement . D. BASEMENTS . Le880r and lessee by mutual agreement mayestablisb, on the leased premises, ea8ements for public access on roads and taxiwayg . E. ACCESS TO UTILITIES. Lessor repre8ent8 that there are water and 3 -phase electricity lines within three hundred feet(300 ' ) of the leased premises available to 11tap-in" by Lessee, andthat the same are sufficient for u8ua1 and customary servIce onthe leased premises . Lessee will be required to connect to thesewer line located approximately aixty (60) feet north of saidlot 111. TERM The term of this Agreement shall be for a period of thirty(30) years, commencing on the lst day of April, 2001, andcontinuing through the last day of March, 2031, unless earlierteratinated under the provisions of the Agreement , Any attempt byLessee to renegotiate this Lease shall be in writing addressed tothe City Manager or bio de8ignee at least one hundred eighty(180) day8 before the expiration of the 8tated term of this lease, and at least 180 days before the expiration of anyadditional renegotiated period. I,e88ee baa the option to renewfor two (2) additional ten (10) year terms . The rental and termsto be negotiated shall be reasonable and consistent with the thenvalue, rentals and terms of similar property on the airport . IV. PAYMENTS, RHHTALS AND FEES Le88ee covenants and agrees to pay Le8sor, as consideration for this lease, the following payments, rentals and fees : Lessee covenants and agrees to pay I,e880r, as consideration for this lease, the following payments, rental8 and fees : FAAS IBASB AGREEMENT - Page 4 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( A. IAND RENTAL shall be due and payable in the sum of $0 , 15 per square foot or Two Thousand Seven Hundred Dollars ($2 , 700 , 00)per year, payable in twelve (12) equal aDnthly in8tallaent8 in thesum of Two Hundred Twenty Five Dollars ($225.OO) in advance, on orbefore the let day of each and every nDnth during the term of thisagreement . Lessee baa the option to pay annual rentals and feesin whole on or before the lst day of October, at the beginning ofthe City' s fiscal year, each and every year of thia lease . Notwith8tanding the foregoing, the annual lea8e rental to be reduced by the current lease rate per aquare foot , as adj IIsted bythe CPI-U referenced in Section IV.D. , times the nuMber of Bquarefeet cow)rising all easeaents established in accordance with Article II (C) . B. LESSOR IMPROVEMENTS RENTALS . NONE: There are no Lessor inprovement:8 on the leased premises . C. PAYMENT, PENALTY, ADJUSTMENTS . All payments due Leasor fromI,e68ee sHall be made to Le8sor at the offices of the Finance Department of the City of Denton, Accounts Receivable, 601 Ea8tHickory, Denton, Texa8, unless otherwise designated in writing bythe In980r. If payments are not received on or before the 15th, afIve (5) percent penalty will be due as of the 16th. If paymentsare not received by the lot of the subsequent annth, an additionalpenalty of one (1) percent of the unpaid rental/fee amount will be due. A one (1) percent charge will be added on the lst of eachsubsequent month until the unpaid rental/fee payment is made .Failure to pay the rent or penalty amounts on delinquent rentshall constitute an event of default of thia lease . The yearly renta1 for land and improvements herein leasedshall be readjusted at the end of each two (2) year period duringthe term of this lease on the basis of the proportion that thethen current; United States Consumer Price Index for all urban con8uanrs (CPI-U) for the Dallas-Fort Worth geographical region,as coupiled by the U. S . Department of Labor, Bureau of LaborStatistics bears to the applicable index at the execution of this lease. The original land rental aanunt is based upon the formulaeset forth in Section IV. A. for the land herein leased. Each rental adjustment, if any, shall occur on the lst day of April, beginning 2002, and every other year thereafter on such date. The adjustments in the yearly rent shall be determined bymultiplying the minimum yearly rent as set forth in Section IV. A. by a fraction, the numeral;or of which is the index number for thela8t month prior to the adjustment , and the denominator of whichis the index number applicable at the execution of thi8 lease . If the product of this multiplication is greater than the minimumyearly rent as set forth in Section IV. A. , Le8see shall pay this greater amount as the yearly rent until the time of the next PARS LEASE AGRBEHBNT - Page 5 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 ({ rental adjustment as called for in this section. If the productof thIs multiplication is less than the minimum yearly rent of asset forth in Section IV. A. , there shall be no adjustment in theannual rent at that time, and Le8see sha11 pay the previousyear's annual rent until the time of the next rental adjustmenta8 called for in this aection. In no event shall any rentaladjustment called for in this 8ection re8ult in an annual rentless than the previous year' s annual rent . The adju8tr@nt shallbe limited oo that the annual rental payment determined for anygiven year shall not exceed the annual rental payment calculatedfor the prevIous year by more than twenty (20) percent . If the con8umer price index for all urban consumers (CPI-U)for the Dallas-Fort Worth geographical region, as compiled by theU . S . Department of Labor , Bureau of Labor Statlist ics , isdiscontinued during the term of this lease, the remaining rentaladjustments called for in this gection shall be made u8ing theformula set forth in Subsection (a) above, but substituting theindex numbers for the Consumer Price Index-Seasonally Adjusted U. S . City Average For All Items For All Urban Consumers (CPI-U)for the index numbers for the CPI-U applicable to the Dallas-FortWorth geographical region. If both the CPI-U for the Dallas-FortWorth geographical region and the U . S . City Average arediscontinued during the term of tIlia lease, the remaining rental adjustments called for in this section shall be made using thestatistics of the Bureau of Labor Statistic8 of the United States DepartB©nt of Labor that are most nearly comparable to the CPI-Uapplicable to the Dallas-Fort Worth geographical region. If theBureau of Labor Statistics of the United States Department of Labor ceases to exi8t or ceases to publish statistics concerningthe purchasing power of the consulmr dollar during the term ofthis lease, the reKnining rental adjustments called for in thissection shall be rude using the most nearly comparable statisticspublished by a recognized financial authority selected by Lessor. V + R:leIIIPS AND OBLIC:A:FIONS OF lIE:SSBE A. USE OF LEASED PREMISES . Lessee is granted the non-exclusiveprivilege to engage irl or provide the following : 1. Hangar Lea8es and Rental . The rental or lease ofhangars and hangar space and related facilities upon the leased premises . 2 . Office C Space Lease or Rental . The rental or space in or adjoIning Lessee ’s hangars . lease of 3 . Aircraft and Storage . To provide storage of bothLessee’s and sublessees' aircraft and aviation related equipment and supplies upon or within the 1 ea8ed premises . FAAS LEASE AGREmmIT - Page 6 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( Lessee, his tenants and 8uble8seea shall not be authorized toconduct any 8ervice8 not specifically listed in this agreeaent .The use of the leased premises of IJe88ee, his tenants or8uble88ee8 shall be limited to only those private, comnercia1,retail or indu8tria1 activities having to do with or related to airports and aviation. No person, business or corporatiOn mayoperate a cormtercia1, retail or industrial business upon thepremises of Lessee or upon the Airport without a lease or licensefrom Le8sor authorizing such coarnercia1 , retail or industrial activity . The Le880r shall not unreasonably withholdauthorization to conduct aeronautical or related services . B. STANDARDS. 8tandatds : Lessee shall meet or exceed the following 1, Address , Lessee shall file with the Airport Manager andkeep current bjg mailing addre8ses , telephone numbers and contacts where he can be reached in an emergency.. 2 . List . Lessee shall file with the Airport Manager andkeep current a list of his tenants and sub:Lessees . 3 . Conduct . Lessee shall contractually require his&nployee8 and 8uble88ee8 (and suble88ee 18 invitees) toabide by the term8 of this agreement . Lessee shallpromptly enforce his contractual rights in the event of adefault of such covenants. 4 . Utilities, Taxes and Fees . Lessee aha:L:L meet all expen-a tion with the use of the Premi- ses and the rights and privileges herein granted ,including the timely payment of utilities, taxes, permitfees , license fees and assessments lawfully levied or assessed . 5 . Laws . Le88ee shall comply with all current and future federal, atlate and local laws, rules and regulationswhich may apply to the conduct of bu8ine8a contemplated, including rules, regulations and ordinances promulgatedby I,es80r, and Lessee shall keep in effect and post in a prominent place all nece89ary and/or required licenses or permits . 6 . Maintenance of Property. Leasee shall be responsible forthe miilIMance, raE>air and upkeep of all property,buildings, structureB and inprovement8, including themowing or elimination of grass and other vegetation onthe Premises, and shall keep said Premi8e8 neat, cleanand in respectable condition, free from any object;tonalmatter or thing. Le8see agree8 not to utilize or permit FAA$ 1,BASE AGRBEHENI: - Page 7 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( others to utiIIze areas on the leased premIses which arelocated on the outside of any hangar or building for thestorage of wrecked or pernnnently disabled aircraft,aircraft parts, autownbiles, vehicles of any type, or anyother equipnent or items which would distract front the appearance of the lea8ed premises , lessee agrees that atno time shall the leased premises be u8ed for a flea market type sales operation . Painting of Buildings . During the original term of thismting each exten8ion, Lessor shall have theright to require, not more than once every five years,that the meta1 exterior of hangar (s) or building (s)located on the premises be reviewed by the AirportAdvisory Board for the purp08e of determining whetherpainting of the exterior8 of such buildings or hangars isnece6sary. If the Airport Advisory Board determinespainting is necessary, it shall £urni8h a recommendation to this effect to the City Council . The Council, may,upon the Board ' 8 recoamendat ion , require Lessee to 7 repaint said exteriors according to Le B gorespecifications (to specify color of paint, quality ofworkmanship and the year and month in which the hangar (s)or building (s) are to be painted, if needed. ) Lessee shall complete the painting in accordance with suchspecifications within one (1) year of receipt of noticefrom lessor. Le89ee agrees to pay all costs and expense involved in the hangar or building painting process .Failure of Lessee to complete the painting required byLes80r’s City Council within one (1) year period shallconstitute Lessee’s default under this Lease . 8 . UnauthorIzed use of premi8e8 . lessee may not uae any ofareleagedland or premi8e8 for the operation of a motel,hotel, restaurant, private club or bar, apartment house, or for industrial, commercial or retail purposes, exceptas authorized herein. 9 . Dwellings . It is expre88ly understood and agreed that noe dwelling or domicile may be built , moved to or egtablished on or within the leased premises nor maylessee, his tenants, invitees, or gue8t8 be permitted toreside or remain as a resident on or within the leased premises or other airport premises . 10 . Quit PossessIon. Lessee aha:LI quit p08sea8ion of allpremisesleased herein at the end of the primary term ofthis lea8e or any renewal or exten8ion thereof, anddeliver up the premises to Lesgor in as good condition a8existed when possession was taken by Lessee, rea80nable PAAS LBASE AGREEMENT - Page 8 DocuSign Envelope ID: F89817BD-C26B41 06-A045-8AOEC4760150 (( wear and tear excepted . 11. Hold Harmless . lessee 8ha11 ' indemnify and hold harmle88rom and against all loss and darrnges, includingdeath , personal injury, loss of property or otherdamages, arising or resulting from the operation of Inssee ’s business in and upon the leased premises , 12 . Chemical8 . Lessee agrees to properly 8tore, collect ands of all chemicals and chemical residues ; toproperly store, confine, collect and dispose of allpaint , including paint spray in the atmosphere, and paintproducts; and to comply with all lx3cal, State and Federalregulation8 governing the storage, handling or disposal of such chemicals and paints . 13 .Hazardou8 Activities . Should Lessee violate any law,strlction ot regulation of the City of Denton orthe Federal Aviation Administration, or should the Lessee engage in or permit other persons or agents to engage inactivitie8 which could produce hazards or obstruction to air navigation, obstructions to visibi I ity orinterference with any aircraft navigational aid stationor device, whether airborne or on the ground, then I,e8sorshall state 8uch violation in writing and deliver writtennotice to lessee or Lessee ' 8 agent on the leased prenri8es, or to the person(s) on the leased premiae8 whoare causing said violation (s) , and upon delivery of suchwritten notice, Lesser shall have the right to deannd that the person(8) re8ponsible for the violation (B) cea8eand desist from a11 such activity creating the violation (s) , in such event, Le8sor shall have the rightto demand that corrective action, as required, becoaanenced imnediately to restore the leased premiBe8 intoconformance with the particular law, rule or aeronauticalregulation being violated . Should Lessee, Les8ee ' 8agent, or the per80n (8) responsible for the violation(a)fail to cease and de8i8t from said violation(8) and to inwnediately conanence correcting the violation(s) , and toconplete said corrections within twenty-four (24) hours £ollowing written notification, then Le880r 8ha11 havethe right to enter onto the lea8ed premises and correctthe violation(s) , and Lessor shall not be responsible forany damages incurred to any improvements on the leasedpremi8e8 a8 a result of the corrective action process . C. SIGNS . During the term of this Agreement, Lessee shall havethe rim, at its own expense, to place in or on the leasedPremise8 signs identifying Lessee . Said signs 6hall be of a aize,shape and design, and at a location or locations, approved by theLe8aor and in conformance with any overall directional graphics or FAAS IBASB AGRBEMWI: - Page 9 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 ( f 8ign program established by Ie8sor for the Airport . Le880rt 8 approval 8ha11 not be withheld unreasonably. Said 8ign8 shall bemaintained in good repair throughout the terra of this agreement . Notwith8tanding any other provi8ion of this agreement , said signsshall remaIn the property of lessee . Le88ee 8ha11 rea©ve, at its expense, all lettering, 8ign8 and placards so erected on thepremises at the expiration of the term of this Agreement or extensions thereof . VI + CK>VEISIANIFS BY LBSgOR I,e880r hereby agrees as follows : A. PEACEFUL ENJOYMENT. That on payment of rent , £ee6, ' and performance of–the covenants and agreements on the part of Lesseeto be perforaed hereunder, Le88ee shall peaceably hold and enjoy the leased premises and all right8 and privileges herein granted; B . COMPLIANCE . Les80r warrant8 and represents that in thee8tablisnstruction and operation of said Denton MunicipalAirport, that Ie880r has heretofore and at this time is col@lyingwith all existing rules, regulations, and criteria di8tributed bythe Federal Aviation AdminIstration, or any other governmentalauthority relating to and including, but not limited to, noise abatement, air rights and easements over adj oining and contiguousareas, over-flight in landing or takeoff , to the end that Lesseewill not be legally liable for any action of trespas8 or similar cause of action by virtue of any aerial operation8 of adjoiningproperty in the course of normal take-off and landing proceduresfrom said Denton Municipal Airport ; Le980r further warrants andrepresents that at all times during the term hereof , or anyrenewal or extension of same, that it will continue to comply with the foregoing . VII # SPECIAL CONDITIONS It to expres8ly understood and agreed by and between Lessorand Lessee that this :lease agreement is subject to the following special termB and conditiona . A. RUNWAYS AND TAXIWAYS . That because of the present thirtythousanc>o ld continuous use weight bearing capacity ofthe runway and taxiways of the Airport , lessee herein agrees tolimit all aeronautical activity including landing, take-off andtaxiing, to aircraft having an actua1 weight, including the weightof it8 fuel, of thirty thousand (30 , 000) , until such time that the runway and designated taxiway8 on the Airport have been inprovedto handle aircraft of such excessive weights . It is further agreed that, based on qualified engineering 8tudiea, the weightrestrictions and provisions of this clause may be adjusted, up ordown, and that Lessee agrees to abide by any such changes or FAAS IBASB AGRBH{ENT - Page 10 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 [ ( revi8ion8 as 8uch 8tudie8 rIn}r dictate . 11 Aeronautical Activity-referred to in thi8 clause 8ha11 include that activity of theLessee or its agents or subcontractors, and its customers andinvitees, but shall not include those activities over which it hasno 80licitory part or control, such as an unsolicited or unscheduled or eaergency landing . A pattern of negligentdisregard of the provisions of this section shall be a tIff talent tocause the inwnediate termination of this entire Agreement and8ubject Lessee to liability for any damages to the Airport that might re8ult . VIII e LEASEHOLD IMPROVEMENTS A. REQUIRBMEWTS : Before comnencing the construction improvement:a upon the premises , les8ee ghall submit , of any 1. Documentation, specifIcations , or de8ign work, to beapproved by the leBaor, which shall establish that the improvements to be built or constructed upon the leasedpremises are in conformance with the overall size, 8hape, color, quality and design, in appearance and structure ofthe program e8tabli8hed by Le980r on the Airport . 2 . All plans and specifIcations allowing thethe premi8es of the proposed construction;location upon 3 . The estimated cost of such construction. No construction may coa£nence until Les80r, acting by its City Council, has approved the plan8 and specifications and thelocation of the improvement:g, the estimated costs of suchconstruction and the agreed estImated life of the building or structure . Approval by the City Council shall not be unreasonablywithheld; should the Council fail to deny Lessee 1 s plans andspecifications within 8ixty (60) dayB of submi8sion thereof to theCouncil, such plane and 8pecification8 8ha11 be deemed approved.Documentary evidence of the actual cost of construction on publicareas only (such as taxiway8) shall be deIIvered by Lessee toLessor 1 s City Manager or his de8ignee from time to time as 8uchcosts are paid by Lessee, and I,essor1 s City Manager or hisdesignee is hereby authorized to endorse upon a copy of this lease filed with the City Secretary of Ies80r such actual amount8 as heshall have found to have been paid by Le88ee, and the findings ofthe City Manager when endorsed by him upon said contract shall beconclusive upon all parties for all purposes of this agreement , B. ADDITIONAL CONSTRUCTION OR IMPROVEMENTS : Le98ee is hereby authorizad to construct Upon–£h61andherein leased, at his owncost and expense, buildings, hangars, and structures, that Le8sorand Lessee mutually agree are nece88ary for use in connection with the operations authorized by this lease, provided however, before FAAS LEASE AGRBBHBNT - Page 11 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( comnencing the construction of any impraverrtents upon the premises,j©89ee shall submit plans and specifications for approval byLe880r as specified in Article VIII. A. , above , C. OWNERSHIP OF IMPROVEMENTS : All buildIngs and improvenent8construe> thi premises by Le88ee 8ha11 remain the propertyof I,esgee unle88 said property becomes the property of Les80r under the following conditions , terms and provision8 : 1. Rew©va1 of Buildings . No building or permanent fixture : rea6ved from the premises . 2 . A8glnLt_i_gB. All buildings and Improvements of whateverMuM remaining upon the leased premi8es at the end of the primary term, or any extension thereof, of thislease shall automatically become the property of I,essorabsolutely in tee without any cost to Le880r. 3 . Building Life. It is agreed that the life of themla@ t:dbe constructed by Lessee on the property herein lea8ed ia thirty (30) yearB . 4.C:ance11ation. Should this lease be cancelled for anymson before the end of the thirty (30) year expectedbuilding life, it is especially understood and agreedthat lesser reserve8 the right to purchase allbuildings, structures and improvements then exiatingupon the premises by tendering to Lessee one thirtieth(1/30) of the undepreciated value of such building foreach year reanining on the agreed life of suchbuilding . The undepreciatec:I value of all improvementsis to be determined by having such improven©nt s appraised by three apprai8ers , one appointed by Lessor,one appointed by Lessee and one appointed by the two appraisers . IX . SUBROGATION OF MORTGAGEE A. Any per80n, corporation or institution that lends w©ney toLessee for construction of any hangar, structure, building or improvement and retain8 a security interest in said hangar,structure , building or improvement shall , upon default ofLessee1 s obligations to said mortgagee, have the right to enter upon said leased premises and operate or manage said hangar,structure, building or improvement according to the terms of this Agreement , for a period not to exceed the term of the awrtgage with Lessee, or until the loan is paid in full, whichever comesfirst, but in no event longer than the term of this lease . It is expressly understood and agreed that the right of the n©rtgageereferred to herein is :limited and re8trict ed to those improvement8 constructed with funds borrowed from mortgagee, PAAS IBASE AGREEMENT: - Page 12 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( those improvements purchased with the borrowed fund8 , and thoseiuprovemerlts pledged to secure the refinancing of the improvements . B. Lessee shall have the right to place a first mortgage lienupon the leasehold in an aa©unt not to exceed eighty-five percent(85%) of the construction cost or current market value of the leasehold improvements . X + RICHIF OF EASKMEIiEF Lesgor sha11 have the right to establish easelmats, at no cost to Les8ee, upon the leased ground space for the purpose ofproviding underground utility 8ervice8 to, from or across the airport property or for the construction of public facilities onthe Airport , However, any such ea8ernents shall not interfere withLessee 18 use of t:he leased premises and lesser shall restore the property to original condition upon the installation of anyutility services on, in, over or under any such easement or theconclusion of such construction. Construction in or at the easement shall be completed within a reasonable time . Xl.. AssialmT OF LBASB Lessee expressly covenant:6 that it will not assign this lease,convey more than ten percent (10%) of the interest in hisbusiness, through the sale of stock or otherwise, transfer,license, nor suI>let the whole or any part of the said premise8 forany purpose, except for rental of hangar space or tie-down space,without the written consent of Le8sor. Les80r agrees that it will not unreasonably withhold its approval of such sale, suk>lease,trang£er, licenge, or aa8ignment of the facilities for the airportrelated purposes ; provided however, that no such assignment ,sublease, transfer, license, sale or otherwi8e shall be approved if the rental, £ee8 or payments, received or charged are in excessof the rental or fees paid by Lessee to IJe880r under the terms ofthis lease, for such portion of the premises proposed to be assigned, 8ublea8ed, transferred, licensed, or otherwise . Theprovisions of this lea8e shall remain binding upon the assignees, if any, of Lessee . XII + INSURANCE A. REQUIRED INSURANCE: Lessee sha11 maintain continuously ineffect at an tiMe duiing the term of this agreement, at Lessee 's expense, the following insurance coverage : 1 . Comprehensive general liability covering the leased premises, the Lessee or its company, its personnel, andits operations on the airport . FAAS LEASE AGRE©lWr - Page 13 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( 2 . Aircraft liability to cover all flight operations of Lessee . 3 . Fire and extended coverage for replacement value for allfacilities u8ed by the Lessee either as a part of thisagreement or erected by the Lessee subsequent to this agreement . 4 . Liability insurance limits shall be in the following minimum amounts : Bodily Injrrry and Property Damage : One Million Dollars ($1, 000, 000) on a per occurrence ba8i8 . combined single limits 5 . All policies shall name the City of Denton as anadditional naIled insured and provide for a minimum ofthirty (30) days written notice to the City prior to theeffective date of any cancellation or lapse of such policy . 6 . All policies must be approved by the Le880r. 7. The Lessor shall be provided with a copy of all policies and renewal certificates . such During the term of this lease, Lessor herein reserves theright to adjust or increage the liability insurance an©untsrequired of the Ies8ee, and to require any additional rider,provisions, or certificates of insurance, and Lessee hereby agreesto provide any such insurance requirements as may be required by I,essor; provided however, that any requirements shall be conrnensu-rate with insurance requirements at other public use airports6imilar to the Denton Municipal Airport in size and in scope ofaviation activities, located in the 80uthwe8tern region of theUnited States . Lessee herein agrees to comply with all increasedor adjusted insurance requirements that may be required by theI,es80r throughout the original or extended term of this leaae,including types of insurance and monetary amounts or limits ofinsurance, and to comply with said insurance requirements withinsixty (60) days following the receipt of a notice in writing fromLessor stating the increased or adjusted insurance requirements .Lessee shall have the right to maintain in force both t)rpea ofinsurance and amounts of insurance , which exceed Legsor ts minimum insurance requirements . In the event that State law 8hould be amended to require typesof insurance and/or in8urance amounts which exceed those of like or similar public use airports in the southwestern region of the FAAS IIBASB AGRBEMENT - Page 14 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( United Stateg of America, then in such event , Le880r shall havethe right to require that Inssee maintain in force types ofinsurance and/or amount of insurance as specified by State law .Failure of Lessee to carp ly with the minimwn specified an©untsor types of insurance as required by Les80r shall constituteLesseels default of thjg Lease. XIII e CIANCElll&A:FION BY LESSOR In the .event that Lessee shall file a voluntary petition inbankzvptcy or proceedingg in bankruptcy shall be institutedagainst it and Le98ee thereafter is adjudicated bankrupt pursuantto such proceedings, or any court 8hall take jurisdiction ofLessee and its assets pursuant to proceedings brought under theprovisions of any Federal reorganization act, or Lessee shall be divested of its estate herein by other operation of law; or Lesseeshall fail to perform, keep and observe any of the terms,covenants, or conditions herein contained, or on its part to be performed, the Lessor may give lessee written notice to correctsuch condition or cure guch default and, if any condition ordefault shall continue for thirty (3G) days after the receipt ofsuch notice by Lessee, then Les80r may terminate this :Lease bywritten notice to Le89ee . In the event of default, Lessor has the right to purchase any or all structures on the leased premises under the provisions of Section VIII Paragraph C. 4 . (Cancellation)hereof XIV e CANCELLATION BY LESSEE Lessee may cancel this Agreeaent, in whole or part , and termi-nate all or any of its obligations hereunder at any time, bythirty (30) days written notice, upon or after the happening ofany one of the following events : (1) issuance by any court ofcoapetent jurisdiction of a permanent injunction in any waypreventing or restraining the use of 8aid airport or any partthereof for airport purposes; (2) the breach by Les80r of any ofthe covenants or agreements contained herein and the failure ofI,es80r to remedy such breach for a period of ninety (90) daysafter receipt of a written notice of the existence of such breach;(3) the inability of Lessee to use said premises and facilitiescontinuing for a longer period than ninety (90) days due to anylaw or any order , rule or regulation of any appropriategovernment;a1 authority having jurisdiction over the operations ofLe880r or due to war, earthquake or other casualty; or (4) theassumption or recapture by the United States Government , or any authorized agency thereof , of the maintenance and operation ofsaid airport and facilities or any substantial part or partsthereof Upon the happening of any preceding paragraph, such that of the four events listed in the the leased premi8es cannot be used PARS LEASE AGRBaaNT - Page 1S DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC476C>150 (I for aviatIon purp08e8, then the Le88ee may cancel this lea6e asafore8aid, or any elect to continue thi8 lease under its terlu8,except , however, that the uae of the leased premises shall not belimited to aviatIon purT03es, their use being only limited by such law8 and ordinances as may be applicable at that time . We MIgCBLTIANEOUS PROVISIONS A. ENTIRE AGREEMEiSn. Thi8 Agreement constitutes the entireunder8tancW>aween the parties and as of its ef£eceive datesupersedes all prior or independent Agreementg between the partiescovering the subject matter hereof . Any change or modificationhereof shall be in writing 8igned by both parties . B. BINDING EFFECT. All covenant:8, 8Eipulations and agreementsherein shall imd to, bind and inure to the benefit of the legalrepresentative8, 8ucces80r8 and assigns of the respective partieshereto C. SEVERABILITY. If a provision hereof 8hall be finally declared- v6id br illegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be void; bIILthe remaining provisions shall continue in effect as nearly aspossible in accordance with the original intent of the parties . D. NOTICE. Any notice given by oneconnection with this agreement shall beoent by registered mail, return receipt and registration fees prepaid as follows : party to the other inin writing and shall berequested, with postage 1. If to I,e880r, addres8ed to : City Manager City of Denton215 E. McKinney Street Denton, Texa8 76201 2 . If to Lessee, addressed to : Mr. Jack Faa8 6621 Brentwood Lane The Colony, TX 75056 Notices shall be deemed to have been received on the date ofreceipt as shown on the return receipt . B. HEADINGS . The headings used in this Agreenentfor coilvenience of reference only and do not definescope or meanIng of any provision of thi8 Agreement . are intended or limit the FAAS LEASE AGREEMENT - Page 16 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC47601 50 (( P, GOVERNING IILW. 1:bia Agreement is to accordance with the law8 of the State of Texas. be construed in G . MEDIATION . Prior to instituting suit in a Court of conpetdiction, the parties shall, in good faith attenptto settle any controversy or claim by any party hereto arising outof or relating to this ;Lgreeaent by mediation in accordance withthe law8 and rule8, then obtaining, of the State of Texas and theState Bar of Texa8 . H. NO WAIVER. No waiver by Lea80r or Le8see of any default orbreach of covenant or term of this lease may be treated as awaiver of any subsequent default or breach of the same or any other covenant or term of thi8 Agreement . 1. INDEPENDENT CONTRACYTOR. During all times that thi8 1,ea8eis in a ree that I,e88ee iB and shall be deennd to be an independent contractor and operator and not an agent orernployee of the Le880r with respect to their acts or omi88ion8hereunder . For all the purposes hereunder, Lessee 18 and shall be deemed an independent contractor and it is mutually agreed thatnothing contained herein shall be deemed or construed to constitute a partnershIp or joint venture between the partiea . IN WITNESS WHEREOF, the parties have executed as of the day and year first above written. this Agreement CITy OF DENTON, TEXNS, LESSOR ATTEST : ,JHHNIFER WALTERS , CITY SECRETARY CITy OF DENTON, TEXAS „=&d-h~ PAAS LBASE NIREZHBNI: - Page 17 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 Exhibit A CONSENT TO COLLATERAL ASSIGNMENT OF LEASE This Consent to Collateral Assignment of Lease (“Consent”) is made by and among the City of Denton, a Texas home-rule municipal corporation (“City”), Samsev, LLC, a Texas limited liability company (“Assignor”) and Guaranty Bank & Trust, N. A., a Texas state banking association (“Assignee”). WHEREAS, the City is the landlord under that certain Airport Lease Agreement – Commercial Operator between Lessor and Jack Faas, dated March 27, 2001, as subsequently assigned by Jack Faas to Planes of History, Inc. and amended, and thereafter assigned by Planes of History, Inc. to Assignor, (the “Lease”); and WHEREAS, the Lease covers approximately 0.413 acres of land, along with certain leasehold improvements, located at 4665 Spartan Drive, at the Denton Enterprise Airport, Denton, Texas, and being more particularly described in the Lease, attached hereto as Attachment 1 and Attachment 2 and incorporated herein for all purposes, (the “Leasehold Estate”); and WHEREAS, Assignee has provided or will provide financing for Assignor in connection with the Leasehold Estate; and WHEREAS, for the purpose of securing and enforcing the payment obligations ofAssignor to Assignee, Assignor now wishes to collaterally assign the Lease to the Assignee through the Leasehold Deed of Trust attached hereto as Attachment 3; and WHEREAS, Section XI of the Lease provides that the Lease may not be assigned without the written consent of the City, and Assignor has requested the City’s consent; NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City hereby consents to Assignor’s collateral assignment of the Leasehold Estate to Assignee, through the Leasehold Deed of Trust (the “Collateral Assignment”) under the following terms and conditions: 1. On or before the execution of this Consent, Assignor shall pay to the City a transfer fee of One Thousand Dollars ($ 1,000.00) in connection with the City providing its consent to the Collateral Assignment of the Leasehold Estate. 2. Assignee certifies that it has reviewed the Lease and accepts the provisions applicable to the Assignee, including but not limited to Sections VIII, IX and XI. 3. Assignee shall give the City copies of any written notice which Assignee gives to Assignor of any default by Assignor under any financing agreement, promissory note, or the Collateral Assignment at the same time it gives notice to the Assignor. Any such notice shall be delivered as follows: Page 1 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 City Manager City of Denton 215 E. McKinney Denton, Texas 76201 with copies to: Airport Manager Denton Enterprise Airport 5000 Airport Road Denton, Texas 76207 City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 4.The City agrees to provide Assignee a contemporaneous copy of all written notices of default or breach provided to Assignor under the Lease. Wherein a notice of default or breach has been provided by the City to Assignor and Assignee, Assignee shall be entitled, at its option, to cure such default or breach, and the City shall accept such cure from Assignee. If the default or breach is not cured as provided under the Lease, the City shall have the remedies available to it as set out therein, at law or in equity. Any notice to be delivered from City to Assignee shall be delivered to the following: Guaranty Bank & Trust, N. A. Ann: Jeremy Fykes, President – Denton 1200 West University Drive, Suite 100Denton, Texas 76201 JFykes@gnty.com 5.Should Assignee foreclose on or otherwise obtain Assignor’s rights and interest in the Leasehold Estate, the City will not unreasonably withhold its consent to an assignment by Assignee to future qualified successors. Assignor shall provide to City for its review the proposed successor’s (i) financial statement, (ii) confirmation of no outstanding taxes, liens, or judgments, and (iii) compliance with all applicable Minimum Operating Standards. The City shall be the sole judge of any proposed successor’s qualifications, which judgment shall be reasonably exercised. 6. In the event of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Consent, then the Lease shall govern and control. 7. If any provisions of this Consent shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein; the remaining provisions to remain in full force and effect. Page 2 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 8. The City hereby represents that this Consent is made with proper authority under Ordinance. 9.Assignee, its authorized representatives or agents, may, upon reasonable advanced notice (written or oral) to Assignor and City and at any reasonable times, enter the Leasehold Estate for the purposes of inspecting, repairing, or removing personal property, subject to the terms and conditions of the Lease. Assignee may further, upon reasonable advanced written notice to City and Assignor and at reasonable times, enter upon the Leasehold Estate to exhibit or conduct a sale(s) of any or all of the collateral pledged to Assignee, subject to the City’s interests under the Lease. 10. This Consent shall be governed by and construed in accordance with the laws of the State of Texas. Exclusive venue for any action related to this Consent shall be solely in a court of competent jurisdiction in Denton County, Texas. 11. This Consent will bind and inure to the benefit of the parties, their heirs, executors, administrators, successors in interest, and assigns. LSignatures on following page1 Page 3 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 IN WITNESS HEREOF, the parties have executed this Consent to Collateral Assignment of Lease as of the Date written below. Date: ASSIGNOR: Samsev, LLC, a Texas limited By: Name: Scott Severen Title: Manager ASSIGNEE: Guaran'ISt, N.A AML StUA/artBy: Name Title: SVP - Commercial Lending CITY: CITY OF DENTON By: Name: Title: _eityw©BgH Page 4 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 ATTEST: ROSA RIOS, CITY SECRETARY Lllllltlllf F DE }+•••••ee b :72 _ c:’f}7...,p THIS AGREEMENT nAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational d business terms RV#Fhi6Ta}b Director-AI Facilities Title Real Estate Airport I: :fea :F == : : 1 1 / 2 3 / 2 0 2 0 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY ~ Page 5 DocuSign Envelope ID: F89817BD-C26B-4106-A045-8AOEC4760150 &eBnM06uPua#LJ Aftachment I +t ORDNANCE NO.goal - /34 AN ORDnqANCE APPROvaiG A COhav£BRCIAL OPERATOR ADRPORT LEASE AGREMBVr BETWEEN THE CITY OF DENTON, TEXAS AND JACK FAAS; AND PROVEDnqG AN EFFECTIVE DAIE. THE couNcn OF THE crrY OF DwroN, TEXAS HEREBY ORDAnqS: SECTION 1. The City Mmagu ar his design@ is hereby authorized to execute a airport lease agrwmmt for cwm@cial operator betwem the City of Denton and Jack Faas, in substantially the form of the Airport Lease Agreemart which is attached to and made a part of this ontnanee for all pwpos®. SECYFION 2. This oahnance shan become eff8ctive immediately upon its passage and 4pproval. PASSEDANDAPPROV£Dthi,ale Plath day of /Maa J 2001.+ eH.iv h& EULnfE BROCK, MAYOR ATtEST: JENNiFER WALTERS, aTV SECRETARY BY @„,J D AS TO LEGA]aORM HERBERT L. PROUrY,ATTORNEY DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( AIRPORT LEASB AaRBWHNT co)a©RRCiAL OPERATOR THE STATE OF TEXAS S S SCOUNTY OF DHNTON }WOW ALL Mmi BY THESE PRESENTS: @daTIlia lease is made and executed thi8 aM day of2001, at Denton, Texag, by and between the City of Dentbn„a municipa1 corporation, hereinafter referred to as 11l©880r" , and Mr. Jack Paa8 having principal offices at 6621 Brentwood Lane, The Colony, Texa8 75056, hereinafter referred to as "Lessee” WI:ENBSgETH : WHEREAS, Le8sor now owns, controls and operates the MunicipalAirport (Airport) in the City of Denton, County of Denton, Stateof Texas ; and WHEREAS, Lessee desires to lease certain premises on said airport and construct and maintain an aircraft hangar and relatedaviation facilities thereon; and NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement , the. parties agree as follows : ‘ I. CONDITIONS OF AGRBm£HNT NOTWITHSTANDING ANy LANGimGE TO THE CONTRARY HEREINAFTER CONTAINED, THE LANGUAGE IN PARAGRAPHS A T}DROual D OF THIS SECTION SHALL BE BINDING. A. PRINCIPLES OF OPERATIONS . The right to conductaeronaumed activities for furnishing services to thepublic is granted to Lessee 8ubject to Lessee agreeing : 1. To furnish 8aid service8 on a fair, equal and not unjustly discriminatory basis to all users thereof; and 2 . To charge fair, reasonable and not unjustlydiscriminatory prices for each unit or service ;provided, that Les6ee may be allowed to make reasonableand nondiscriminatory discounts , rebates , or othersimilar types of price reductions to volume purchasers . B . NON-DISCRIMINATION : I,essee , for himself , his personal repregentatives, succes80rs and interests, and a8signa, aa a partof the consideration hereof , does hereby covenant and agree as a DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (f covenant running with the land that : 1.No person on the grounds of race, religion, color, sex,or national origin shall be excluded from participationin, denied the benefits of , or be otherwise subjectedto discrimination in the use of said facilities ; 2.In the construction of any inprovements on, over, orunder such land and the furnishings of servicesthereon, no person on the grounds of race, religion,color, sex, or national origin shall be excluded from participation in, denied the benefits of , or otherwisebe subjected to discrimination; 3.Lessee shall use the premises in compliance with allother requirernent8 imposed by or pur8uant to Title 49,Code of Federal Regulat iona , Department of Trans -potation, Subtitle A, Office of the Secretary, Part 21,Nondiscrimination in Federally aasisted programs of theDepartment of Transportation - Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended . C. RIGHT OF INDIVIDUAI,S TO MAINTAIN AIRCRAFT. It is clearlyunder8tm by lbssee that no right or privilege has been grantedwhich would operate to prevent any person, firm or corporationoperating aircraft on the airport from performing any services onits own aircraft with its own regular employees (including, butnot limited to, maintenance and repaIr) that it may choose to perform D. NON-EXCLUSIVE RIGHT. It is understood and agreed that nothing%tntainid shall be construed to grant or authorizethe granting of an exclusive right within the meaning of Title 49 U. S.C. Appendix 51349 . E . PUBLIC AREAS , 1.Lessor reserve8 the right to further develop or iI@rove the landing area of the airport aa it sees fit ,regardless of the desires or views of Lessee, andwithout interference or hindrance. 2.Les80r 8hall be obligated to maintain and keep in goodrepair the landing area of the airport and all publiclyowned facilities of the airport, together with the right to direct and control all activities of Lessee inthis regard. 3.During time of war or national emergency, I,essor shallhave the right to lease the landing area or any part FAAS LEASE AGRE©£Wr - Page 2 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 r ( thereof to the United State8 Government for military ornaval uae, and, if 8uch lease is executed, – the provi8ion8 of this instrument insofar as they areinconsi8tent with the provi8ions of the lease to the Government , shall be suspended, 4 . Les80r reserves the right to take any action itconsiders nece88ary to protect the aerial approaches ofthe airport again8t obstruction, together with theright to prevent Lessee from erecting, or permitting tobe erected, any building or other structure on oradjacent to the airport which, in the opinion ofLessor, would limit the usefulness or safety of theairport or constitute a hazard to aircraft or to aircraft navigation . 5.This Lease shall be subordinate to the provisIons of any existing or future agreement between Le6sor and theUnited State8 or agency thereof , relative to the operation or maintenance of the airport . 1: + illqASED PREMISES Le880r, for and in consideration of the covenants and agree-ments herein contained, to be kept by Lessee, does hereby demiseand lease unto Lessee, and Lessee does hereby hire and take frorn Les60r, the following described land situated in Denton County,Texas A. Land. A tract of land, being approxirnately 18 , OOO squarefeet, or 0.413 acres, drawn and outlined on Attachment "A" , and legally described in Attachment "B, ” such attachments being incorporated herein by reference . Together with the right of ingre8s and egress to said proper-ty; and the right in comrrnn with others so authorized of passageupon the Airport property generally , subj ect to reasonable regulations by the City of Denton and such rights shall extend toLe8see 1 g eap:Loyee8 , passengers , patrons and invitees . Forpurposes of thi8 agreement, the term "Premises" aha11 mean all property located within the metes and bounds de8cribed and identified within Attachment 11B" , including leasehold improVementsconstructed by the Lessee, but not including certain easements or property owned and/or controlled by the Lessor . B. IMPROVEMENTS PROVIDED BY LESSOR: NONE : There wIll be no improvements provided by Lesser, except a8 set forth in ArticleII. E. "Access to Utilities" below. For the purpoge of thi8 Agreement,ments" sha11 mean those things on or the term adj acent "Lessor improve-to the Premises PAAS LEASE AGRBEMENT - Page 3 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 r { belonging to, constructed by, or to be constructed by the lessor,which enhance or increase, the value or quality of the leased land or property . Unless otherwise noted herein , all les80rimprovements are and will remain the property of Ies80r . All Lessor iuprovement3 must be described in detail above, or abovereferenced and attached to this Agreement in an exhibit approved by Le8sor. C. iMPROVEMEBms PROVIDED BY LESSEE : On de8cribed lot , Lessee shall construct a a lity not less than 4, 500square feet with taxiway access and appropriate culvert8 ordrainage as required by City ordinances in the utility right ofway south and north of the proposed hangar as well as otherimprovements as determined necessary by City ordinances . Said improvements shall be completed not less than 365 day8 from the date of this agreement . D. BASEMENTS . Le890r and In8see by mutual agreement mayestablimn–nle leased premises, easements for public access on roads and taxiway8 . E. ACCESS TO UTILITIES . Le8sor repre8ent8 that there arewater and 3 -phase electricity lines within three hundred feet(3001 ) of the leased premises available to "tap-in" by Lessee, andthat the same are sufficient for usual and customary service onthe leased premises . Lessee will be required to connect to thesewer line located approximately eixty (60) feet north of saidlot III + TERM The term of this Agreement shall be for a period of thirty (30) years, commencing on the lst day of April, 2001, andcontinuing through the last day of March, 2031, unless earlier terminated under the provisions of the Agreement . Any attempt byLessee to renegotiate this Lease shall be in writing addressed to the City Manager or his deBignee at least one hundred eighty (180) days before the expiration of the stated term of thisZea8e, and at least 180 days before the expiration of anyadditional renegotiated period. Les8ee has the option to renew for two (2} additional ten (10) year terms . The rental and terms to be negotiated shall be reasonable and congjstent with the thenvalue, rentals and terms of sImilar property on the airport . IV. PAYMENTS, RHRTALS AND FEES Lessee covenants and agrees to pay Lesser, as consideration for thi8 lease, the £o11owing payments, rentals and fees : Lessee covenants and agrees to pay I,e880r, as consideration for this lease, the fo:L:lowing payments, rent:ala and fees : PAAS IBASB AGRBEMENTF - Page 4 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 I ( A. LAND RENTAL shall be due and payable in the sum of $C) , 15per square foot or Two Thousand Seven Hundred Dollars ($2 , 700 , oo)per year, payable in twelve (12) equal annthly in8ta11nent8 in thesum of Two Hundred Twenty Five Dollara ($225 . OO) in advance, on orbefore the lat day of each and every n©nth during the term of thisagreement . I,e88ee baa the option to pay annual rentals and fees in whole on or before the lst day of October, at the beginning ofthe City's fiscal year, each and every year of thi8 lease. Notwithstanding the foregoing, the annualreduced by the current lease rate per squarethe CPI-U referenced in Section IV.D. , times feet con§>rising all easeaent8 established Article II (C) . leage rental to be foot, as adjusted by the number of Ballardin accordance with B . LESSOR IMPROVEMENTS RENTALS , NONE : There are no Lessor iHprovementf ori the 16ased premises . C. PAYMENT, PENALTY, ADJUSTMENTS . All payments due Leasor fromLessee sTill be made to Lessor at the offices of the Finance Department of the City of Denton, Accounts Receivable, 601 East Hickory, Denton, Texas, unless otherwise designated in wrIting bythe Legsor. If payments are not received on or before the 15th, afive (5) percent penalty will be due as of the 16th. If payments are not received by the lst of the aubsequent= a©nth, an additionalpenalty of one (1) percent of the unpaid rental/fee amount will bedue. A one (1) percent charge will be added on the lst of each subsequent month until the unpaid rental/fee payment is made . Failure to pay the rent or penalty amounts on delinquent rentshall constitute an event of default of this lease . The yearly renta1 for :land and improvements herein leased shall be readjustled at the end of each two (2) year period duringthe term of this lease on the basis of the proportion that thethen current United States Consumer Price Index for all urban consumers (CPI-U) for the Dallas-Fort Worth geographical region,as compiled by the U.S . Department of Labor, Bureau of LaborStati8tics bears to the applicable index at the execution of this lease. The original land rental amount is based upon the forluuZaeset forth in Section IV. A. for the land herein leased. Each rental adjustment, if any, shall occur on the lst day of April, beginning2002, and every other year thereafter on such date. The adjustments in the yearly rent shall be determined bymultiplying the minimum yearly rent as set forth in Section IV. A.by a fraction, the numerator of which is the index nuntber for thelast month prior to the ad'juatment , and the denominator of whichis the index number applicable at the execution of this lease . If the product of this multiplication is greater than the minimumyearly rent as seE forth in Section IV. A. , Lessee shall pay this greater amount as the yearly rent untII the time of the next FAAS LEASE AGRBBMBNI: - Page 5 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 f ( rental adjustment as called for in this section. If the productof this multiplication is less than the minimum yearly rent of asset forth in Section IV. A. , there 3hall be no adjustment in theannual rent at that time, and I,e8see shall pay the previousyear’s annual rent unti1 the time of the next rental adj ustmentas called for in this section. In no event shall any rentaladjustment called for in this section result in an annual rentless than the previous year's annual rent . The adjustment shallbe limited ao that the annual rental payment determined for anygiven year shall not exceed the annual rental payment calculatedfor the previous year by n©re than twenty (20) percent . If the consumer price index for all urban consumers (CPI-U)for the Dalla8-Fort Worth geographical region, a8 compiled by the U . S . Department of Labor , Bureau of Labor Stat ist ica , isdiscontinued during the term of this lease, the remaining rentaladjustments called for in this 6ection shall be made uaing theformula set forth in Sub8ection (a) above, but substituting theindex numbers for the Consumer Price Index-Seasonally Adjusted U. S . City Average For All Items For All Urban Consumers (CPI-U)for the index nuMbers for the CPI-U applicable to the Dallas-FortWorth geographical region. If both the CPI -U for the Dallas-FortWorth geographical region and the U . S . City Average aredi8continued during the term of this lease, the remaining rentaladjustments called for in this section shall be made using thestatistics of the Bureau of Labor Statistic8 of the United States Departrnent of Labor that are most nearly comparable to the CPI -Uapplicable to the Dallas-Fort Worth geographical region. If theBureau of Labor Statistics of the United States Department ofLabor ceases to exi8t or ceases to publish statistics concerningthe purchasing power of the consumer dollar during the term ofthis lease, the remaining rental adjustments called for in thissection shall be made using the most nearly comparable statisticspublished by a recognized financial authority selected by Leasor. V + R:[CHIPS AND OBLICIA:F:IONS OF LESSEE A. USE OF LEASED PREMISES . Lessee is granted the non-exclusiveprivilege to 6Bage ih or provide the following : 1 ' i=::::a tiT#ilahga=}d Md relliefegT;ilitoILB =BE: tEe leased premi8eg . 2 . Office Space Lease or Rental. The rental orbE ace apace th or adJoIning Lessee ’s hangars . lease of 3 . Aircraft and Storage , To provide storage of bothI,essee’i and sublessees' aircraft and aviation related equipment and supplies upon or within the leaged premises . FAAS LBASB AGREmCmiT - Page 6 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( Lessee, hi8 tenant8 and 8ublessee8 shall not be authorized to conduct any 8ervice8 not specifically listed in thi8 agreement .The use of the leased premises of Ie88ee, his tenants or 8uble8see8 shall be limited to only those private, cotranercia1,retail or industrial activitleB having to do with or related to airports and aviation. No person, business or corporation mayoperate a coumercia1, retail or industrial business upon thepremise8 of Le8see or upon the Airport without a lease or licensefrom Le8sor authorizing such conrnercia1, retail or industrialactivity . The I,e880r shall not unreasonably withholdauthorization to conduct aeronautical or related 8ervices , B. STANDARDS. standards : Lessee shall meet or exceed the following 1. Address . lessee shall file with the Airport Manager andkeep current bio mailing addresses , telephone numbers and contacts where he can be reached in an emergency. 2 . List . Lessee shall file with the Airport Managerkeep current a list of his tenants and sublessees . and 3 . Conduct . Lessee shall contractually require hisemployees and sublea8ee8 {and 8ublessee 18 invitees) toabide by the terms of this agreement . Lessee shallpromptly enforce hjg contractual rights in the event of adefault of such covenants . 4 . Utilities, Taxes and Fees . Lessee shall meet all expen-Ms and payments in connection with the u8e of the Prenli- ses and the right B and privileges here in granted ,Including the timely payment of utilities, taxes, permitfees, license fees and assessments lawfully levied or assessed . 5 . Laws . lessee shall comply with all current and futuref%dera1, atlate and local laws, rules and regulations which may apply to the conduct of bu8ine88 contemplated,including ru:Les, regulations and ordinance8 promulgatedby Les60r, and Lessee shall keep in effect and post in a prominent place all nece89ary and/or required licenges or permits . 6 . Maintenance of Property. Lea8ee shall be responsible forthe mainttnanc6, rdpair and upkeep of all property,buildings, structures and improvements, including themowing or elimination of grass and other vegetation onthe Premises, and shall keep said Premi8e8 neat, cleanand in respectable condition, free from any object;tonalmatter or thing. Lessee agree8 not to utilize or permit PAAS LEASE AGRBBHEiNT - Page 7 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( others to utiIIze area3 on the leased premIses which arelocated on the outside of any hangar or building for thestorage of wrecked or pern©nently disabled aircraft,aircraft parts, autonnbiles, vehicles of any type, or anyother equipnent or items which would distract from the appearance of the leased premises . Lessee agrees that atno time shall the leased premise8 be used for a flea market type sales operation . Painting of Buildings . During the original term of thisand during each extension, Lessor shall have theright to requIre, not more than once every five years,that the meta1 exterior of hangar (s) or building (s)located on the prenri8e8 be reviewed by the AirportAdvisory Board for the purp08e of determining whetherpainting of the exteriors of such buildings or hangars isnecessary. If the Airport Advisory Board determinespainting is necessary, it shall furnish a recorwnendation to this effect to the City Council. The Council, may,upon the Board' 8 recorwnendat ion , require Lessee torepaint said exteriors according to Lesgor8specifications (to specify color of paint, quality ofworkmanship and the year and month in which the hangar (s)or building (s) are to be painted, if needed. ) Lesseeshall complete the painting in accordance with such specifications within one (1) year of receipt of notice from lesser. Le8see agrees to pay all costs and expenseinvolved in the hangar or building painting process .Failure of Lessee to complete the painting required byLe980r’s City Council within one (1) year period shallconstitute Lessee’s default under this Lease . 7 8 . UnauthorIzed use of premi8es . lessee may not UBe any oftheleaseclland or premi8e8 for the operation of a motel,hotel, restaurant , private club or bar, apartment house,or for industrial, commercial or retail purposes, exceptas authorized herein. 9 . Dwellings . It is expressly understood and agreed that nor dwelling or domicile may be built , moved to or established on or within the leased premisea nor maylessee, his tenants, invitees, or guests be permitted toreside or remain as a resident on or within the leased premises or other airport premises . 10 . Quit Possession. Lessee shall quit p08sea8ion of allpremisesleased herein at the end of the primary term ofthis lea8e or any renewal or extension thereof , anddeliver up the premises to Les80r in as good condition asexisted when possession was taken by Lessee, rea80nable FAAS LEASE AGREEMENT - Page 8 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( wear and tear excepted. 11. Hold Harmless . Lessee shall indemnify and hold halulle88om and against all loss and dawuges, includingdeath , personal injury, lose of property or otherdamages, ari8ing or resulting from the operation of inssee 1 s business in and upon the leased premises . 12 . Chemicals . Le88ee agrees to properly 8tore, collect and> of a:LI chemical8 and chemical residues; toproperly store, confine, collect and dispose of allpaint , including paint spray in the atmosphere, and paintproducts; and to comply with all Ix)cal, State and Federalregulation8 governing the storage, handling or disposal of such chemicals and paints . 13 .Hazardous Activities . Should Lessee violate any law,tu:Le[ restriction or regulation of the City of Denton orthe Federal Aviation Administration, or should the Lessee engage in or permit other persons or agents to engage inactivities which could produce hazards or obstruction toair navigation , obstruct iono to visibility orinterference with any aircraft navigational aid stationor device, whether airborne or on the ground, then Lessorshall state ouch violation in writing and deliver writtennotice tO Lessee or Lessee 1 S agent on the leased premi8es, or to the person(s) on the leased premiees whoare causing said violation(s) , and upon delivery of such written notice, Lessor shall have the right to demandthat the person (s) responsible for the violation (a) ceaseand desist from all such activity creating theviolation (s) . In such event, Lessor shall have the rightto demand that corrective action , aa required , becoucnenced imnediately to restore the leaBed premi8e8 intoconformance with the particular law, rule or aeronauticalregulation being violated. Should Le88ee, Lessee 'sagent, or the person (8) responsible for the violation (s)fail to cease and desjgt from said violation (s) and to inanediately corwnence correcting the violation (s) , and tocoaplete said corrections within twenty-four (24} hours following written notification, then Lessor 8ha11 havethe right to enter onto the lea6ed premises and correctthe violation(s) , and Lessor shall not be responsible forany damages incurred to any improvements on the leased premises aa a result of the corrective action process . C. SIGNS . During the term of this Agreement, Lessee shall havethe rialt , at its own expense, to place in or on the leasedPremises signs identifying Lessee . Said signs shall be of a aize, shape and design, and at a location or locations , approved by thele880r and in conformance with any overall directional graphic8 or FAAS LRASB AGRBEMBVF - Page 9 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 ( ( sign program established by Ie8sor for the Airport . Lea80r '8approval shall not be withheld unreasonably. Said sIgns shall bemaintained in good repair throughout the term of this agreement .Notwithstanding any other provision of this agreement, said signsshall remain the property of Lessee . Lessee 8hall remove, at its expense, all lettering, sign8 and placards so erected on thepremises at the expiration of the term of this Agreement or extensions thereof . VI + COVHXANTS BY LESSOR Le830r hereby agrees as follows : A. PEACEFUL ENJOYMENT. That on payment of rent, £ee8, ' andper£ormande of the covenants and agreements on the part of Lessee to be performed hereunder, I,e88ee shall peaceably hold and enjoy the leased premises and all right:8 and privileges herein granted; B. COMPLIANCE . Les80r warrant:8 and represents that in theestablisn8truction and operation of 8aid Denton MunicipalAirport, that Le8sor has heretofore and at this time 18 conT)lyingwith all existing rules, regulations, and criteria di8tributled bythe Federal Aviation Administration, or any other governmentalauthority relating to and including, but not limited to, noise abatement, air rights and easements over adj oining and contiguousareas, over-flight in landing or takeoff , to the end that Lesseewi11 not be legally liable for any action of trespass or similarcause of action by virtue of any aerial operations of adjoiningproperty in the course of normal take-off and landing proceduresfrom said Denton Municipal Airport; Les80r further warrants andrepresents that at all times during the term hereof , or anyrenewal or extension of same, that it will continue to comply with the foregoing . VII g SPEC:IAL CONDITIONS It is expres8ly under8tood and agreed by and between I,essorand Lessee that this lease agreement is subject to the following special terms and conditions . A. RUNWAYS AND TAXIWAYS . That because of the present thirtythousarIc>O Ind continuous use weight bearing capacity ofthe runway and taxiways of the Airport , Lessee herein agrees tolimit all aeronautical activity including landing, take-off andtaxiing, to aircraft having an actual weight, including the weightof its fuel, of thirty thousand (30 , aDO) , until such time that the runway and designated taxiways on the Airport have been improvedto handle aircraft of such excessive weightg . It is furtheragreed that, based on qualified engineering studies, the weightrestrictions and provisions of this clause may be adjusted, up ordown, and that Lessee agrees to abide by any such changes or PAAS IBASB AGRBBMENT – Page 10 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC476015C> i r revisions as such studie8 may dictate . " Aeronautical Activity-referred to in this clause 8ha13 include that activity of theLessee or its agents or subcontractor8, and its customers andinvitees, but shall not include those activities over which it has no 80licitory part or control, ouch as an unsolicited orunscheduled or ennrgency landing . A pattern of negligentdisregard of the provisions of this section shall be sufficient tocause the iawnediate termination of this entire Agreement andsubject Lessee to liability for any damages to the Airport that might re8u:Lt . VIII + LEASBHOLD IMPROVEMENTS A. REQUIREMENTS : Before comnencing the construction inprovement8 upon the premises, Lessee 8ha11 submit , of any 1. Documentation, specifications, or design work, to beapproved by the LeBoor, which shall establish that theimprovements to be built or constructed upon the leasedpremises are in conformance with the overall size , shape ,color, quality and design, in appearance and structure ofthe program established by Legsor on the Airport . 2 . All plans and specifications showing thethe premises of the proposed construction; location upon 3 . The estimated cost of such construction. NO construction may coawrence until Les80r, acting by its CityCouncil, has approved the plans and specifications and thelocation of the improvements, the estimated costs of suchconstruction and the agreed estimated life of the building or structure . Approval by the City Council shall not be unreasonablywithheld; should the Council fail to deny Lessee 1 s plans andspecifications within sixty (60) da)'B of submission thereof to the Council, such plan8 and specifications shall be deemed approved .Documentary evidence of the actual cost of construction on publicareas only (such as taxiways) 8ha11 be delivered by Lessee toLessor1 s City Manager or his designee from time to t:IIne as suchcosts are paid by Lessee, and I,es80r1 s City Manager or hisdesignee is hereby authorized to endorse upon a copy of this leasefiled with the City Secretary of Les80r such actual amounts as heshall have found to have been paid by Le8aee, and the findings ofthe City Manager when endorsed by him upon said contract shall beconclusive upon all parties for all purposes of this agreement . B . ADDITIONAL CONSTRUCTION OR IMPROVEMENTS : Lessee is hereby authorized to construct lIE>on the land herein :leased, at his owncost and expense, buildings, hangar8, and structures, that Lessorand Lessee mutually agree are necessary for use in connection with the operations auEhorized by this lea8e, provided however, before FAAS IBASB AGREEMENT - Page 11 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( comnencing the construction of any inpravement8 upon the preadse8, Le88ee 8ha11 submit plans and specIfications for approval byle8sor a8 specIfied in Article VIII . A. , above. C . OWNERSHIP OF IMPROVEMENTS : All buildings and improvements construct ec®n the premises @ l©88ee 8hall remain the propertyof Lessee unless said property becoKes the property of LBssorunder the following conditions , terms and provision8 : 1. Removal of Buildings . No building hay be removed from the premises . or permanent fixture 2 . A8gunEti93. All buildings and improvements of whatevernature remaining upon the leased premises at the end ofthe primary term, or any extension thereof , of thislease shall automatically become the property of Lessorabsolutely in tee without any cost to Le880r. 3.Building Life. It is agreed that thebuildiIlg to be constructed by Lessee onherein lea8ed ia thirty (30) years . life of the the property 4.Cancellation. Should this lease be cancelled for anyreason before the end of the thirty (30) year expectedbuilding :Life, it is e8pecia1 ly understood and agreedthat l©ssor reserves the right to purchase allbuildings, 6tructurea and improvement:8 then existing upon the premises by tendering to Lessee one thirtieth(1/30) of the undepreciated value of such building foreach year remaining on the agreed life of suchbuilding . The undepreciated value of all improvements is to be determined by having such improvement_8 appraised by three appraiser6 , one appointed by Lessor,one appointed by Lessee and one appointed by the two appraisetrs . IX e SUBROGATION OF MORTGAGEE A. Any person, corporation or institution that lends money toLessee for construction of any hangar, structure, building orimprovement and retain8 a security interest in said hangar,structure , building or improvement 8hal I , upon default ofLessee1 s obligations to said mortgagee, have the right to enterupon 8aid leased premi8es and operate or manage said hangar,structure, building or improvement according to the terms of tIM Agreement , for a period not to exceed the term of the mortgage with Lessee, or until the loan is paid in full, whichever comesfirst, but in no event longer than the term of this lease . It isexpressly understood and agreed that the right of the n©rtgageereferred to herein is limited and restricted to eh@ improvements constructed with funds borrowed from mortgagee, FAA$ LBASE AGREEMENT - Page 12 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( those inprovement8 purchased with the borrowed fund8 , and thoseimprovements pledged to 8ecure the refinancing of the improvements . B. Lessee shall have the right to place a first mortgage lien upon the leasehold in an aw©unt not to exceed eighty-five percent(858) of the construction cost or current market value of the lea8ehold improvement8 . Xo RICH:F OF BASEMENT Ies80r shall have the right to establish easeaent8, at no cost to Lessee, upon the leased ground space for the purpose ofproviding underground utility 8ervices to, from or across the airport property or for the construction of public facilities on the Airport , However, any such ea8enkent8 shall not interfere withLesseel8 use of the leased premise8 and Le880r shall restore the property to original condition upon the installation of any utility services on, in, over or under any such easement or theconclusion of such construction. Construction in or at the easement shall be coalpleted within a reasonable time , XIn ASSIaNHHNT OF LEASE Lessee expressly covenants that it will not assign thi6 lease,convey more than ten percent (10%) of the interest in hisbusiness, through the sale of stock or otherwise, transfer,license, nor sublet the whole or any part of the said premiseB forany purpose, except for rental of hangar space or tie-down space,without the written consent of Le8sor. Lessor agrees that it willnot unreasonably withhold its approval of such 8ale, sublea8e,transfer, license, or a89ignment of the facilities for the airportrelated purposes ; provided however, that no such agsigurrlent ,sublea8e, transfer, :License, sale or otherwise shall be approvedif the rental, fees or payments, received or charged are in excessof the rental or fees paid by Lessee to Lessor under the terms ofthis lease, for such portion of the premises proposed to be assigned, sub:Lea8ed, transferred, licensed, or otherwise . Theprovisions of this lease shall remain binding upon the asgignees,if any, of Lessee . XII + INSURANCE A. REQUIRED INSURANCE: Lessee sha11 maintain continuously ineffect at all titneg during the term of this agreement, at Lessee 's expense, the following in8urance coverage : 1 . Comprehensive general liability covering the leased premises, the Les8ee or its company, its personnel, andits operations on the airport . FAAS LEASE AGREEMENT - Page 13 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( 2 . Aircraft liability to cover all flight operations ofLessee . 3 . Fire and extended coverage for replacement value for allfacilities u8ed by the Lessee either as a part of thisagreement or erected by the Lessee subsequent to this agreement . 4 . Liability insuranceminimum amounts : limits shall be in the following Bodily Injury and Property Damage : One Million Dollars ($1, 000, 000) on a per occurrence basis . coMbined single limits 5 . All policies shall name the City of Denton as anadditional named insured and provide for a minimum ofthirty (30) days written notice to the City prior to theeffective date of any cancellation or lap8e of suchpolicy 6. All poIIcies must be approved by the Le880r. 1. The Les80r shall be provided with a policies and renewal certificates , copy of all such During the term of this lease, I,essor herein reserves theright to adjust or increase the liability insurance an©untsrequired of the Les8ee, and to require any additional rider,provisions, or certificates of insurance, and Lessee hereby agreesto provide any such insurance requirements as may be required by Lessor; provided however, that any requirements Bha:LI be conrnensu-rate with insurance requirements at other public use airportssimilar to the Denton Municipal Airport in size and in scope ofaviation activities, located in the aouthwe8tern region of the United Stat;eB . Lessee herein agrees to comply with all increaBedor adjusted insurance requirements that may be required by theLes80r throughout the original or extended term of this lea8e,including types of insurance and monetary annunts or limits of insurance, and to comply with said insurance requirements withinsixty (60) days following the receipt of a notice in writing fromLessor stating the increased or adjusted insurance requirements .lessee shall have the right to maintain in force both typea of insurance and aa©unt8 of insurance, which exceed Lessor 1 s minimum insurance requirements . In the event that State law 8hou Id be amended to require typesof insurance and/or in8urance amounts which exceed those of like or similar public use airport:6 in the 80ut;hwestern region of the FAAS IAASB AGREEMENT - Page 14 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 f ( United States of America, then in such event, le8sor shall have the right to require that Lessee maintain in force types ofinsurance and/or arr©unt of InBurance as specified by State iaw .Failure of Lessee to comply with the minimwn specified amountsor types of insurance as required by Le880r shall constitutele8see'8 default of thi8 Lease. XIII e C:ANC:ELLATION BY LBS80R In the .event that Lessee shall file a voluntary petition inbankruptcy or proceedings in bankruptcy shall be in8titutedagainst it and les8ee thereafter ia adjudicated bankrupt pursuantto such proceedings, or any court 8hall take jurisdiction oflessee and its a88ets pursuant to proceedings brought under theprovisions of any Federal reorganization act, or Le88ee shall be divested of its estate herein by other operation of law; or Lesseeshall fail to perform, keep and observe any of the terllts,covenants, or conditions herein contained, or on its part to beperformed, the Les80r may give Lessee written notice to correctsuch condition or cure such default and, if any conditIon ordefault shall continue for thirty (3G) days after the receipt ofsuch notice by Lessee, then Les80r may terminate this lease bywritten notice to le88ee. In the event of default, Lesser has theright to purcha8e any or all structures on the leased premise8under the provisions of Section VIII Paragraph C.4 . (Cancellation)hereof XIV e C:ANCELLA:FION BY LESSEE Les8ee may cancel this Agreerrent, in whole or part, and terrIIi-nate a11 or any of ite obligations hereunder at any time, by thirty (30) days written notice, upon or after the happenIng ofany one of the fo11owing events : (1) issuance by any court ofcoapetent jurisdiction of a permanent injunction in any way preventing or restraining the use of said airport or any partthereof for airport purposes; (2) the breach by Les80r of any ofthe covenants or agreements contained herein and the failure of Le880r to remedy such breach for a period of ninety (90) daysafter receipt of a written notice of the existence of such breach;(3) the inability of Lessee to use said premises and facilities continuing for a longer period than ninety (90) days due to anylaw or any order , rule or regulation of any appropriategovernmental authority having jurisdiction over the operationa of Le880r or due to war, earthquake or other casualty; or (4) theassumption or recapture by the United State8 Government , or anyauthorized agency thereof , of the maintenance and operation of said airport and facilities or any substantial part or partsthereof Upon the happening of any preceding paragraph, such that of the four events listed in the the leased premises cannot be used FAAS laASB AGRBaaNT - Page 15 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( for aviatIon purp08e8, then the I,es8ee may cancel this lease asaforesaid, or may elect to continue thi8 lease under its terms,except , however, that the use of the leased premises aha11 not belimited to aviation purposes, their use being only limited by such law8 and ordinances aa may be applicable at that time . XV a MISCELTIANBOUS PROVISIONS A. EIWIRE AGREEMENT. This Agreement con8titute8 the entireunder8tancW>itween the parties and as of its ef£ecLive datesupersedes all prior or independent Agreements between the partiescovering the subj ect matter hereof , Any change or modificationhereof shall be in writing 8igned by both partie8 . B. BINDING EFFECT. All covenants, stipulations and agreementsherein d to, bind and inure to the benefit of the legalrepresentatives, successors and assigns of the respective partieshereto C. SEVERABILITY. If a provision hereof shall be finallydeclarec11ega1 by any court or administrative agencyhaving jurisdiction, the entire Agreement shall not be void; butthe remaining provisions shall continue in effect as nearly aspossible in accordance with the original intent of the parties . D. NOTICE . Any notice given by one party to the other inconnecmrr with this agreement shall be in writing and shall besent by registered mail, return receipt requested, with postage and registration fees prepaid as follows : 1. If to I,e980r, addresaed to : City Manager City of Denton215 E. McKinney Street Denton, Texag 76201 2 . If to Lessee, addressed to : Mr , Jack Faa6 6621 Brentwood Lane The Colony, TX 75056 Notices sha11 be deemed to have been received on the date of receipt as shown on the return receipt . E . HEADINGS . The headings used in this Agreeaent: are intendedfor convenience of reference only and do not define or limit thescope or meanIng of any provision of thi8 Agreement . EAAS LEASE AGRBaMBNT - Page 16 DocuSign Envelope ID: F89817BD-C26B4 106-A045-8AOEC47601 50 (( F. GOVERNING IILW. Thta Agreement is toaccord1 laws of the State of Texas. be construed in G . MEDIATION . Prior to instituting suit in a court of cong)etr diction, the parties shall, in good faith attempt to settle any controversy or claim by any party hereto arisIng outof or relating to this Agreement by mediation in accordance with the laws and rules, then obtaining, of the State of Texas and theState Bar of Texas. H. NO WAIVER. No waiver by Le880r or Le8see of any default orbreachr ant or term of this lease may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of this Agreement . I . INDEPENDENT CONTRACH)R. During all times that this I,ea8e 18 in nEttle parties agree that Le88ee io and shall be deemedto be an independent contractor and operator and not an agent or enlployee of the Lesser with respect to their acts or omi8Bion8hereunder . For all the purposes hereunder, lessee ia and shall bedeemed an independent contractor and it is mutually agreed thatnothing contained herein shall be deemed or construed toconstitute a partnership or joint venture between the partie8 . IN WITNESS WHEREOF, the partie8 have executed this Agreement as of the day and year first above written. CITY OF DENTON, TEXAS, LESSOR @B Ii• :o ;mr ATTEST : JmNNiFER WALTERS , CITy SECRETARY CITY OF DENTON, TEXAS „=&'J'h~ PAAS LBASB AGREEMENT - Page 17 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (( APPROVED AS TO LEGAL FORM : HERBERT L. PROUW, CITY ATTORNEY CITY OF DENTON, TWAS md:L THE STATE OF TEXAS S COUNTy OF DENTON S t 1k11 e / d&rEII(I! IIIII 11:L )rr 1:1pHHA) f Lv/4C3LB #X:c=111 1nr1e 1cILp : 1: 1: : 111a c Ii:::::gleBE:iFJILI) p fIte JEANEtTE scoTr NeyIBRY PUBLICgTAT8 orr:axAS 03.31.2001ByhmnrshItXiFts bLm== My Corrwniasion Expires : FAAS LEASE Page 18 ( ( Attachment A a,qLI \ V) LeS O1'23'5Q- W 180.OO' b Xe I3 E3 q td (3 } iq C) alq(J \ejg aad QD tot -Q 10 A)0 QD eD Cr) t aaa eD X Pa b) ede Ba U cr) dat < a +nUb 10F)Q QD aD a tria O aq a 10 Itq L.‘.OO'081 3 hosBe ado N luLi Cl LJ S it t? q S O1'23'50- 1# 180.OO' aa d9 tO ea ==-b 10 M)e Q eD b) ( aad9 en\ BE aannq• 10 It)0 10 CD a y nUn,aa e)b)!a In .t: :S g 0K) 0 COb'+C) LLI g LI)8 <(b0 q on10alC) IA onb 00a) 00LL a g0 g)C LU Ca) tB3C)aa r) i tI o1 aaa gj2ae'(a cr) }\,OO•Q81 ( 3 nOS,CZ ota N i rSLb)•lhILn•l .=bF) aiF) DocuSign Envelope ID: F89817BD-C26B41 06-A045-8AOEC4760150 (( Attachgent B EXHIBIT 'O’ FIELD NOTes to all that c6rt8ln traetofl4nd dluatBd tn tho William NeII Survey, Ab5b8et Nurnbor 970 in the cRy and County of Denton, Tox86 ond bobo 8 part of Lot I Block 1 of the $outh8a9t AIrport AdditIon, Bn edd+tIon In ttIB CIty of Denton, D8nton CoUnty, Texas, &cCordtng to tho PIRt thBroof recorded in C8blnet G Page 285 of the Pla i RBcord8 of D anton Oounty, Tox88; the 8ubJoct tract beIng mon parHGut8rly d09cr}bed aa foJloY/3: Gornmenclng nt the mod Westerly Southwest Corner of sold Lot 1 Block 1 : THENCE North 08 Degrees 36 Mlnut© 24 S8cond9 EdIt with the Web! IIne thoroof a dl5l8noe ar 1 067.51 feet to 8 call&r: THENCE South '88 Degrees 36 Mlnut88 IOS8cond8 Eost R dIstance of 898.84 foot to a c6pped Iron rod 68t for tho $outhwa8t Corner of tho herolh do$cHbod tI bet in the North IIne of 8 13g loot taxIway, draln8go 8nd utlllb, e B$en16nt; THENCE North 01 DeaB08 23 Mlnt488 5g S8®nd8 E99t n di$tqncb o1 180.00 foot to a ogp Fled Iron rod 661 faT the NoRhwe8t Corner of the hereIn do sent>od tr8ct in the South IIne of B 60 foot 866688, dr8lnago and utiIIty oa88m8nt; THENce $outh 88 Degrees 36 Mlnutos 10 Seconds Ea6t wIth the South IIne Orereof a dialsnoB of 1 00.00 hot to a cbpped Iron rod Bet for the NoRh88 st Gornor of tho here in descrIbed tract: THENCE South 01 D8gr888 23 Mlnut06 50$econd8 Wed 8 dl8t8nco o1 180.00 feet to a c6pped Iron rod 881 for tho Southeast GornBr of the heroIn de8cribed tr89t in the North IIne of Bald 130 foot oa90mertt; THENCE North BB Degroe8 38Minuto$ 10 $econd8 W03t wIth saId North line e dIstance of 100.00 foot to the PLACE OF BEGINNING end orIOle&hg 18,000 8quaro feel of tend. Those Field Note8 Nth tho accompanying akotch wore pr8p810d from on on•th8ground 8yW8y made under my dIre sOon 8nd supervIsIon on January 9, 1897. Ther6 qto no Y8lbl8 or appnrbnt Intru8iQn8. protru8ton9 or oa9em8nts except 8 s BhOwn. This 6uNd wa8 prepared without the b8no0t of a title binder or &Chedu Ie 8. .3.Ih-'d I DatekeniR.P.L.i ii.m DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 \\cndadVlepanmentsVegaI\£nlr HnancesWahpcxt has asiBnmeat of juge.doc Attachment 2 ORDNANCE NO. 2804– PI /8 AN ORDn{ANCE APPROVING AN ASSiGNMENr OF A LEASEHOLD nqTEREST nq A co&n/BRCIAL OPERATOR AIRPORT LEASE AGREEBv£BNT AT DENTON MUNICIPAL AIRPORT FROM JACK FAgS TO PLANES OF HISTORY, NC. LOCATED AT 4665 SPARTAN LANE AT THE DENTON MUNICPAL AIRPORT AND PROVIDnqG FOR CHANGES TO nqDEMiNiFiCATiON AND nqsuRANCE REQUIREMENTS OF THE LEASEHOLD; AND PROVIDRqG AN EFFECTrvE DATE: WHEREAS, Jack Faas has requested that his Airport Lease Agreement Commercial Operator at 4665 Spartan Law dated March 27, 2001 and approved by Ordinance No. 2001-134 be assigned to Planes of History, Inc., and WHEREAS, the City and Jack Fans wish to amend that certain Airport Lease Agremnnt Commucial Operator approved by Ordinance No. 2001-134 to make certain other amendments to Indemni6cation and Insurance noriwments of the Lease; and WHEREAS, the Airport Board recommends approval of the Assignment and Amendment; and WHEREAS, the City Council deems it in the public interest to approve this Assignment of the Lease Agreement and the Amendment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DEVrON HEREBY ORDAnqs: SECTION 1. The City Manager, or his design@ is hereby authorized to execute an Assignment of a leasehold interest in an Airport Lease AgneInent Commercial Operator at the Denton Municipal Airport from Jack Fms to Planes of History, Inc. in substantially the form of the Assignment attached to and made a part of this Ordinance for all purposes, to evidence the City’s oonsmt to the Assignment. ' SECTION 2. The City Manager, or his designee, is hereby authorized to execute an Amendment to the Commercial Operator Airport Lease with Planes of History, Inc that provides for changes to Section V. Rights and Obligations of Lessee, Paragraph B., Indemnity and Section XII, Insurance, in substantially the form of the Amendment attached to and made a part of this Ordinance for all purposes. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 \UK)dahlkpttItleIIBya8ahardDO rt he•aIBIHh=Iaxk>e FIRST AWNDNWr TO AIRPORT UEASE AGREEWNT COMRnIRCiAL OPmkATOR THE STATE OF TWAS g § g nyow ALL MEN BY TWSE PREsnvrs couvrY OF DENTON THs First Ammdaraa to that certain Airport LmH Agmlneat Commada1 Operahit wlich was made md acecuted on March 27, 2001 at Dalton, Texas, by and between the City of Denton, Texas, a munidpal corporation, baeinafta referred to as 'tessor,” and Mr. Juk Faas wia pdncipl o£Row at 6621 Bmdwwi Lane, The Colony, Twas 75056, heteblaftor refuted to u “lnswe” wHch le®e is dmultarnously with this Ammdunnt tiring asdgned to Plmw of Hist% Llc. “A®ignee”. WTrNESSEiH: WinBREAS, the Asggnee and the Lessor have agreed to amend the Lew to award reqdrearws for Indemni£cation alg hrswanoe as part of the Lease md the City Managu and dre Ahport Add.wry Bmrd support the expanded rights and obligations of the Leue; NOW, IHEREFORE, in mdderadon of the pnmisa and tIn mutual covenants contairnd ia this Agreanaa, tin lwtiw aglee as follows: WInn. Section V. TRigIrIs md Obligations of Leswe” is hereby amended to pravide for the following: RMI4IILI AND EMPLOYEESITS OFFICERLESSOI Al MPaA BiBM10PHII}K9® '0MESSinglaR'§irF#nIlm l=:nl=5:nlrl!!!mE mII FnlmRFc(iii©iaMaD111;mA IT Hm '0Tel@B$FE'M mmIoM [omnIM U( Fnam;R MI ml COCONDUI 0 '0 HImRMTATejlInnIIEiii31®€i]limFr @IEmInHeBmtIlS 0BammmEEW Pae©£nslnEIlIrllinuxBIEEZEtFgmB3in()HI!IDLaalB111 LESS®tl BM:HImIILMB'0:B IIFIns:Evil I FiT0 'AGEN KlanIroalmH FJB DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 PERSONS,ILLIJCENSIPrix'WO: rH1S RiMmIE‘ [SES.m@L]mITe : 1 :tml!r3TRlmlmTra';TnxllaT MMT3nzaFm::TBFEWH5XlIFrI1!dRMf@ EmmRaHmB ar Mr at ngmrlaMMI!gRIEf!@ tIVOhmi ;iiIgTa WTjITI a McFamEAL OR M IEnI US11 MlFOR [S==I mI ALLPROVIST'bmv u]=azHZHgmHHEm D+ ARI iT[db EXPRESSL}10 THEAlHI mt mII M mt IFElgIEnFHmIT11]!HUnl gTI EmIlOF ANY KnVDSERBInn mBytZItEIliRmTZSM8FI i(&IIPATIWE®AmNEILum THE INJURy. DEATH. OR DAMAGE. NOTWrrHSTANDING ANy TERMS OF TEns AGREEWNr TO THE CONtRARY. w]ma SeodonXII“huw81ne” is hereby amended to provide for the followirB: A Mysawa: RepaR@sofltwadvitiw 90at£mplaedUIXla this Lan Agrean@ Lwwe shall ma}ntatn contbluously iR BRed at all timH during tIn turn ofdis 8gnerwat,atl£ssee's mle wpea®, the following mmmIm iwurance oovemg®: 1. Cc)cial (public) General Liability cowling tIn Lane or its company, its auployws, WItS, Wnans ard hHepaxlaacantrwton,mditsopaadons onthe airport. Coverage shall be in m amount not las than $1,000,000 pr wamw arId provide eovemge Rx prwisedopeatims and all&utual HaHn including witlnut lhnitatiarb to brdernrrity obligations of Ins90e AND wInn exposwe exists, wvaage fan productgwmplMd OWdms;oQIMp milaN "dund'rwundwwty daRla@. 2. All risk property inswune on a tV]8wmeat cost basis Qovuing los or darrrage to all f&ciHtiw used by the Lessee, eRIn a a part of this agnmela or erected tv the Lessee subseqnatothisagInareat Utxlnrn dcuInstaInesshalltInInsgmtnli8ble for my Page 2 of 6 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 daaragwb6xtulwnnlCIWMlinor othnpersowlpmpaty oftlwLeswewit3enaat 3. Btams ArRombile liability to imlude coveng' for Owned/lzased Aut% Non<)WIred Aub8andHiredCarB: For operation hr aircraft movwart aus the limit of liability shall tn SltD,000 pu ocataraaoe+ For odIn @aatims tIn Bait of liabIlity ghall tn wtrsiskrd with the amotua set by SaGe Law B. ADDrTiONAL COVERAGES: in aldition to tIn aIx)yo mfererx>ed wva8gw, tIn following insmana is aquila if the activity a exlnwe adsts or is contanplaled: 1.Aia;aft Ful/Oil Storage and Dispetuing - Campnhengve CamrnaciaI M>lie) General Liability shall imhxie aonrage or npRrate covewe shall tn provided for EnviroamaItal Tlnpail'IIwut Liability. 2. Airxxaft Sales or Airraaft C:haHn aId Air Tui - AiraaR liability h the amount of $1,000,000 pa ocarxrmoe to hlude Hull Coverage and Liability. In addition, Paswngu Liability in m amura of$100,(X)0 pu pawn (Jnrpasseng@ seat) shall tn provided 3.Aircraft RaIa1 m Fligrt TlaiairIg . Ainmft liability h the mould of $1,000,(X)0 pa wamence to -hlude Hull COvaage and Liability, PaSsenger biability in the amount of $l00,mpr perma (per passenger seat) and Strxlent/Rmter Liability covair8 all uws in the amoua of $500,(xia per owurruIce. 4.Specialized Cbmrnarial Flying Mudirrg aop dusting seedin& axl spraying, baum towirB arId aerial atvatisiag, aaial phatogrq)by mId gtwwing, Ere 6ghting, powu line or pipe line Rhul) . Aim8ft Liability in tIn amomt of $1,000,(XX) per owurmce to inchxh Hull Coverage and liabiHty. In a]ditiarb Passe@er Liability in m amotnt of $100,(X)0 per person (pa pa8wnBn seat) shall tn provided. 5. Ainmft Skzag% Maintenance and/a Repair . Aircraft Liability in the amount of $1,000,m per owurenw to include Hull Coverage and Liability. In addition, Hanger Kwpen Liability in the amount of 8500,000 pn owwrww graII be pnvidal The nquiremaB for Hangar Keepers Liability shall not VPly to hxlividual owner/operators whose primary use of the hangar space is the storage of their own airaaal Ths nquiremeat does not apply to such individuals notwithstanding the fact that they may, Bum time to time, petadt the storage of noa4wned ain:mfl in the baBar span and Charge a fee for the storage of such aircraft so long as such use is in the nature of a rmt.sharing agreement raIlhu than a mmenial aircraft storage business. C. U iS: following wquimIlmts All iaswmw oova8ga shall comply with tIn Page 3 of 6 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC47601 50 1.All liabIlity polid® shall we tIn City of Dalton, and its ofEms ard mpkyye® as an additional mIlled hBand ahl lxoade Rx &minimrm of 30 days wHttmnotiw to tIe City ofarry cw118dm or aratnial clutw Bers policy. 2.All hrnmae nqnind ty this Lease Agmmmt must be issued by a comInly or compaaiw of sound and adetFrat&6aaacial nspondbility arId authorized to do busim in the State of Twas. All polidw ue naiwt to the exaarinalion md Vpn\raI of the City’s o£Bce of Risk Maragwnat for tInit al€qwcy as to water& form of protection and W*idi-gwWy. 3.R£cFdredinstRmwnaMg dn City asanadditiatmlirwnd must be primary hsurw md not oontdbuting with my otlKrinsuaam available to tIn Citywhethu aon a tIara party liabIlity policy or other. Said lia8t3 oftnnuan a sInE in no way HInit tIn liability of the I£sswhewtrlrder. 4. The Lessor dull be plovided with a copy of all suM policies and rmewaI certi6cates. Failwe ofLeswe to cwply with the hinimtm 8p@i£ed mounts or types ofinsumw as nquired by Lma shall aonstitute Ia$sw's debultoftbis l£asbAgrement. 5.Dmhg anLeaw Tarn or my extawim thereo€ Lwsor herein mga the right to, with 60 days notice, adjust or imem the aabiEty insuanoe amourts ncFand of the l£ssee, and to nquke ally additional rider, provisions, or wrti6mtes of insuuwe, and l£swe haeby agms to provide any such imurmce nquimanIrIS as may be nquind by LessoE provided howwu, that my nwdremmts shall be mmarswate wittr inswmae nqukUIWH5dottmpublio we airwtssiIrrilar &> aeDeIMan M\Mcipal Airport hM and in nope ofwiaaoa&tiviti®, knated inthe sauthwntetn ngionoftbe United States. D. MATERIALBREACH: FailmeOnaidainanyinwlancanquindbythisagreelwat or otherwise comply with Article XII shall constitute amatnHal txearIh oftIris agrwrnmt E. LESSOR’S RIGHFS: Ifatmytilneduiag the turn of this agrwmwt, any iagum@ nqaired by this agnement shall 1@se or Lessor becomes awue ofa pending or potential lapse, Lewor in its sole disaetion shall have the right but not the obligation to purchase applicable ingwance at Less@’s sole axlease, or take any other action permitted by applicable law which Lesson in its sole discretion, detetmim is newssary to pntwt its interests lmsu8nt to this agreernant SECFION 3. Save aId wc,eFt as menrbd hereby, all the remaining claus% 8eatenoes, paragraphs, swtioas and subsectims ofttIe L use shall twain in full face and eRect. Page 4 of 6 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC47601 50 IN WFINBSS WHEREOF, tIn padia have exwuled this ABI%mat as oft:he day and y%''t”“'&”t "'it!'=' J) in } C)q BY LESSon ec CITY MANAGER A7tEST, JWNnERWALTms, CITY SECRETARY hM U APPROVED AS TO LEGAL FORM: ANnA BURGESS, CITY ATTORNEY BY LESSHB: PLANES OF }nsTORY, INC. Page 5 of 6 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 STATE OF TEXAS COUNIY OF DnfroN This instrument was acknowledged before me on the 5 day of 20 On , by Jack Faas. J [SEAL] My Commission Expires (or Notary Stamp) STATE OF TEXAS COUNTY OF DENrON This hsaumm was acknowledged before me on Me /@ay of 2(% by George Campbell, City Managu on behalf the City of Denton, corporation. (or Notary Stamp) Page 6 of 6 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 Attachment 3 After recording, return to: HIGLER ALLEN & LAUTIN, P.C. 2711 N. Haskell Ave., Suite 2400 Dallas, Texas 75204 Ann: Ryan S, Foster NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER LEASEHOLD DEED OF TRUST (With Security Agreement and Assignment of Rents) STATE OF TEXAS S S SCOUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: THAT THE UNDERSIGNED, SAMSEV, LLC, a Texas limited liability company (hereinafter called '’Grantor", whether one or more), whose mailing address is 841 Oak Meadow Ct., Oak Point, Texas 75068, Ann: Scott Severen, as of , 20 (the "Effective Date"), for and in consideration of the debt hereinafter described, has granted, bargained, sold, transferred, assigned, and conveyed, and by these presents does grant, bargain, sell, transfer, assign and convey, in trust unto KIRK L. LEE, as trustee, and unto his, her or their successors or substitutes in the trust hereby created (such trustee and any successors or substitutes being hereinafter collective]y called "Trustee"), and unto the Trustee's assigns, forever, all and singular the property of Grantor, both real and personal, situated in the County of Denton and State of Texas, which is described as follows: Grantor’s interest in: those certain Lease and Operating Agreements between the City of Denton ("Landlord"), as Lessor, and Grantor, (as modified and amended from time to time, the "Ground Lease"), as evidenced by that certain Airport Lease Agreement Commercial Operator dated March 27, 2001, filed of record July 12, 2002, in Volume 5126, Page 2715, of the Real Property Records of Denton County, Texas, as modified and amended by that certain First Amendment to Airport Lease Agreement Commercial Operator dated February 17, 2009 filed of record September 11, 2009, under County Clerk's Instrument Number 2009-109377, of the Real Property Records of Denton County, Texas, and the leasehold estate created by the Ground Lease (the "Leasehold Estate") covering the land described on Exhibit A attached hereto and made a part hereof by this reference for all purposes; together with all improvements thereon or hereafter placed thereon with all equipment, fixtures and articles of personal property now or hereafter attached to or used in and about the buildings and other improvements located upon the property; all renewals or replacements thereof or in substitution therefor, whether or not the same are or shall be attached to the property in any manner; all building materials and equipment now or hereafter delivered to the properly and intended to be installed therein; all plans and specifications for the property; all deposits, funds, accounts, reserve accounts, escrow accounts (to the extent permitted by applicable law), instruments, documents, general intangibles (including trademarks, trade names and symbols used in connection therewith); all contract rights and all declarant’s rights pertaining to the land and a]1 rights arising under the restrictive covenants applicable to the land; and all notes or chattel paper and all supporting obligations arising from or by virtue of any transactions related to the property; all permits, licenses, certificates and other rights and privileges obtained in connection with the property; all proceeds arising from or by virtue of the sale, lease or other disposition of any of the real or personal property described herein; all proceeds (including premium refunds) payable or to be payable under any policy of insurance relating to the property; all proceeds arising from the taking of all or a part of the real property or any rights appurtenant thereto, for W:\7078\10BDEED'TRS,docx DocuSign Envelope ID: F89817BD-C26B41 06-A045-8AOEC4760150 any public or quasi-public use under any law, or by right of eminent domain, Qr by private or other purchase in lieu thereof; all of the oil, gas and minerals, in, on or under the land; all royalties, water rights and wind rights related to the land; and all other rights and interests of every kind and character which Grantor now has or at any time hereafter acquires in and to the above-described real and personal property and all property which is used or useful in connection therewith, including rights of ingress and egress and all reversionary rights or interests of Grantor with respect to such property. Notwithstanding anything to the contrary contained herein, the Mortgaged Property shall not include, and shall specifically exclude, any and all aircraft, aircraft equipment and all assets of any affiliate of Grantor, It is hereby agreed that to the extent permitted by law all of the foregoing personal property and fixtures (hereinafter collectively referred to as "Collateral") are to be deemed and held to be a part of and affixed to the real property. In the event the estate of the Grantor in and to any of the above-described property is a leasehold estate, this conveyance shall include and the lien, security interest and assignment created hereby shall encumber and extend to all other, further or additional title, estates, interest or rights which may exist now or at any time be acquired by Grantor in or to the property demised under the lease creating such leasehold estate and including Grantor's rights, if any, to purchase the property demised under such lease, and if fee simple title to any of such property shall ever become vested in Grantor, such fee simple interest shall be encumbered by this Leasehold Deed of Trust (the "Deed of Trust") in the same manner as ifGrantor had fee simple title to such property as of the date of execution hereof. The foregoing described real and personal property is hereinafter collectively cal]ed the "Mortqaged Property". TO HAVE AND TO HOLD the IVlortgaged Property unto the Trustee and his or her successors or substitutes forever, Grantor hereby binds itself and its successors and assigns to warrant and forever defend the title to the ]V[ortgaged Property unto the Trustee and his or her successors and substitutes, against every person lawfully claiming or to claim the same or any part thereof. This conveyance is made in trust, however, to secure and enforce the payment of that certain Promissory Note dated of even date herewith (hereinafter called the "Note"), executed by Grantor, payable to the order of GUARANTY BANK & TRUST, N. A. (hereinafter called ’'Beneficiary"), whose address is 100 West Arkansas St., Mt. Pleasant, Texas 75455, Ann: Jason Stewart, in the stated principal amount of ONE HUNDRED NINETY-TWO THOUSAND AND NO/100 DOLLARS ($192,000.00), bearing interest, being payable and maturing as more particularly set forth therein. The Note evidences, among other indebtedness, the loan governed by that certain Loan Agreement of even date herewith (the "Loan Agreement"), by and between Grantor and Beneficiary, among others. The Note, the Loan Agreement, this Deed of Trust and all of the other agreements, documents and instruments now or hereafter evidencing, governing, securing or guaranteeing any portion of the indebtedness evidenced by the Note or the performance and discharge of the obligations related hereto or thereto, together with any and all renewals, modifications, amendments, restatements, consolidations, substitutions, replacements, extensions and supplements hereof or thereof, are collectively referred to herein as the "Loan Documents". This Deed of Trust shall secure, in addition to the Note, all funds hereafter advanced by Beneficiary to or for the benefIt or account ofGrantor, as contemplated by any covenant or provision herein contained or contained in the Note or any of the Loan Documents. All indebtedness secured hereby shall be payable at Beneficiary's address above, and, unless otherwise provided in the instrument evidencing such indebtedneds, shall bear interest at the same rate per annum as the Note bears, from the date of accrual of such indebtedness until paid. If the Note or any other indebtedness secured hereby shall be collected by legal proceedings, whether through a probate or bankruptcy court or otherwise, or shall be placed in the hands of an attorney for collection following default or after maturity, whether matured -by the expiration of time or by any option given to the Beneficiary to accelerate the maturity, Grantor agrees to pay Beneficiary's reasonable attorneys’ and collection fees, and such fees shall be a part of the indebtedness secured hereby To better secure payment of such indebtedness, Grantor does hereby covenant, warrant and represent to and agree with Beneficiary and with the Trustee as follows: ]Address.Grantor's mailing address as shown in the first paragraph hereof is true and correct. 2. Payment. Grantor will pay all of the indebtedness secured hereby, together with the interest thereon, when the same shall become due, in accordance with the terms of the Note or any other instrument \V:\7078\ 1 oaDEEDIRS.docx DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 evidencing, securing, or pertaining to such indebtedness, or evidencing any renewal or extension of such indebtedness, or any part thereof, and further, Grantor shall punctually and properly perform all of Grantor's covenants, obligations, and liabilities hereunder and under any other security agreement, mortgage, deed of trust, collateral pledge agreement, contract, assignment, loan agreement or any other instrument or agreement of any kind now or hereafter existing as security for, executed in connection with, or related to the indebtedness, or any part thereof 3. Title. Grantor has in its own right good, and indefeasible title in its leasehold estate as set forth in the policy of title insurance insuring the lien of this Deed of Trust, except as otherwise provided herein, to the Mortgaged Property which is free from encumbrance superior to the indebtedness hereby secured, except as otherwise provided herein, and has full right to make this conveyance, and with respect to each Grantor who is an individual, no part of the Mortgaged Property constitutes any part of his business or residential homestead. 4. Insurance. Grantor will keep all insurable Mortgaged Property insured against the risks covered by policies of fire and extended coverage insurance and such other risks as Beneficiary may require, such insurance to be written in form and with companies acceptable to Beneficiary, with loss made payable to Beneficiary by mortgagee clauses of standard form, and will deliver the policies of insurance to Beneficiary promptly as issued; and in case Grantor fails to do so, Beneficiary, at its option, may procure such insurance at Grantor's expense. In the event the Mlollgaged Property, or any portion thereof, lies within a flood plain, a Hood prone area or any designated flood hazard area, Grantor shall, in addition to the foregoing insurance, obtain and maintain flood insurance in form and with companies acceptable to Beneficiary, with loss made payable to Beneficiary by mortgagee clauses of standard form. All renewal and substitute certificates of insurance shall be delivered at the office of Beneficiary, premiums paid, at least ten (] 0) days before termination of policies theretofore delivered to Beneficiary. If renewal policies are not so delivered to Beneficiary, Beneficiary, while not obligated, may obtain the required insurance on behalf ofGrantor (or insurance in favor of Beneficiary alone) and pay the premiums thereon. Beneficiary may rely upon any cancellation notice from any insurance carrier of any policy of insurance furnished pursuant to this provision and may, but shall not be obligated, to obtain the required insurance as authorized herein and such coverage shall continue in the company selected by Beneficiary, and Grantor shall pay on demand the premiums for such coverage notwithstanding the fact that Grantor may have procured separate or additional coverage to that obtained by Beneficiary. In case of any loss or casualty and to the extent permitted under the Ground Lease (herein so called and as defined in the Loan Agreement), (a) if Grantor is in default hereunder, Beneficiary, at its option, shall be entitled to receive and retain all proceeds of the insurance policies, and shall apply the proceeds to the indebtedness secured hereby or Beneficiary may, at its option, apply such proceeds to restore the Mortgaged Property, and (b) if Grantor is not in default hereunder, Gtantor may, at its option, apply such proceeds to the indebtedness secured hereby or apply such proceeds to the restoration of the Mortgaged Property. IfGrantor eLects to apply such proceeds to the restoration of the Mortgaged Property, such restoration shall be promptly completed in accordance with plans and specifications approved by Beneficiary, and the costs and expenses thereof, to the extent they exceed the proceeds of the insurance policies, shall be borne by Grantor. 5. Taxes. Grantor will pay all taxes and assessments against or affecting the Mortgaged Property as the same become due and payable (unless such payments are made by Beneficiary as hereinafter provided), and, if Grantor fails to do so, the Beneficiary may pay them (but shall have no obligation to do so), together with all costs and penalties thereon, at Grantor's expense. Grantor shall not re-finance any of the taxes and assessments against or affecting all or any portion of the Mortgaged Property using any method which maintains a superior lien on or charge against the Mongaged Property, and Grantar shall execute, deliver and record no documents or instruments which assign, re-finance, renew or continue the lien securing or arising in connection with any taxes or assessments against all or any portion of the Mortgaged Property. Provided however, that, upon StTiCt compliance by Grantor of the requirements .stated below, Grantor may, in lieu of paying such taxes and assessments as they become due and payable, contest the validity thereof in good faith and by appropriate proceedings; and pending such contest Grantor shall not be deemed in default hereunder because of such nonpayment, if (a) prior to delinquency of the asserted tax or assessment, Grantor furnishes the Beneficiary an indemnity bond, conditioned that such tax or assessment with interesl cost and penalties be paid as therein stipulated secured by a deposit in cash, or security acceptable to Beneficiary, or with surety acceptable to Benefjciary, in the amount of the tax or assessment being contested by Grantor, and a reasonable additional sum to pay all possible costs, interest and penalties imposed or likely to be incurred in connection therewith, (b) Grantor promptly pays any amount adjudged by a court of competent W:\7078\107\DEEDIRS.docx 3 DocuSign Envelope ID: F89817BD-C26B+l06-A045-8AOEC47601 50 jurisdiction to be due, with all costs, penalties and interest thereon, before such judgment becomes final, and (c) in any event each such contest shall be concluded and the tax, assessment, penalties, interest and costs shall be paid prior to the date such judgment becomes final or any writ or order is issued under which the Mortgaged Property may be sold pursuant to such judgment. 6. Reserve Funds. At the request of Beneficiary and only if Grantor is in default hereunder, Grantor shall create a fund or reserve for the payment of all insurance premiums, taxes, and assessments against or affecting the Mortgaged Property by paying to Beneficiary, on the first day of each calendar month prior to the maturity of the Note, a sum equal to the premiums that will next become due and payable on the hazard insurance policies covering the Mortgaged Property, or any part thereof, plus taxes and assessments next due on the Mortgaged Property, or any part thereof, as estimated by Beneficiary, less all sums paid previously to Beneficiary therefor, divided by the number of months to elapse before one month prior to the date when such premiums, taxes and assessments will become delinquent, such sums to be held by Beneficiary, without interest, unless interest is required by applicable law, for the purposes of paying such premiums, taxes and assessments. Any excess reserve shall, at the discretion of Beneficiary, be credited by Beneficiary on subsequent reserve payments or subsequent payments to be made on the Note by the maker thereof, and any deficiency shall be paid by Grantor to Beneficiary on or before the date when such premiums, taxes, and assessments shall become delinquent. Transfer of legal title to the Mortgaged Property shall automatically transfer title to all sums deposited with Beneficiary under the provisions hereof or otherwise. 7. Condemnation. To the extent permitted by the Ground Lease, all judgment, decrees and awards for injury or damage to the Mortgaged Property, and all awards pursuant to proceedings for condemnation thereof, are hereby assigned in their entirety to Beneficiary, who shall apply the same to the indebtedness secured hereby, first to interest accrued as of the date of application of the condemnation proceeds and then to principal outstanding, provided however, in the event Grantor is not in default hereunder, Grantor may apply proceeds to the indebtedness secured hereby or may apply same to restore the Mortgaged Property, to the extent, but only to the extent, that such restoration is commercially feasible. Beneficiary is hereby authorized, in the name of Grantor, to execute and deliver valid acquittances for, and to appeal from, any such award, judgment or decree. In the event Beneficiary, as a result of any such judgment, decree or award, believes that the payment of any indebtedness or performance of any obligation secured by this Deed of Trust is impaired, Beneficiary may, after any applicable notice, cure or grace period, declare all of the indebtedness secured hereby immediately due and payable. 8. Defense of Title. If. while this trust is in force. the title of the Trustee to, or the interest of Beneficiary in, the Mortgaged Property hereby conveyed or any part thereof, shall be endangered or shall be attacked directly or indirectly, GTantor hereby authorizes Beneficiary, at Grantor's expense, to take all necessary and proper steps for the defense of such title or interest, including the employment of counsel, the prosecution or defense of litigation, and the compromise or discharge of claims made against such title or interest. At any time any law shall .be enacted imposing or authorizing the imposition of any tax upon this Deed of Trust, or upon any rights, titles, liens, or security interests created hereby, or upon the Note, or any part thereof, Grantor shall immediately pay all such taxes, or cause same to be paid or reimburse Beneficiary for the payment of same immediately upon written notice from Beneficiary. Grantor shall at any time and from time to time, furnish promptly, upon request, a written statement or affidavit, in such form as may be required by Beneficiary, stating the unpaid balance of the Note, and stating that there are no offsets or defenses against full payment of the Note and performance of the terms hereof, or if there are any such offsets and defenses, specifying them. 9. Reimbursement. If, in pursuance of any covenant contained herein or in any other instrument executed in connection with the Loan evidenced by the Note or in connection with any other indebtedness secured hereby, Beneficiary shall expend any money chargeable to Grantor or subject to reimbursement by Grantor under the terms of such covenant or agreement, Grantor will repay the same to Beneficiary immediately upon demand at the place where the Note or other indebtedness secured hereby is payable, together with interest thereon at the rate of interest payable under the Note or on account of such other indebtedness in the event of a default thereunder from and after the date ofBeneficiary's expenditure. The sum of each such payment shall be added to the indebtedness hereby secured and thereafter shall form a part of the same, and it shall be secured by this Deed of Trust and by subrogation to all of the rights of the person or entity receiving such payment. W:\7078\ 1 07\DEEDTRS.docx DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 10. Maintenance of Property. Grantor will keep every part of the Mortgaged Property in good condition and presenting a good appearance, making promptly all repairs, renewals and replacements necessary to such end> and doing promptly all else necessary to such end; but Grantor will discharge all claims for labor performed mId material furnished therefor, and will not suffer any lien of mechanics or materialmen to attach to any part of the Mortgaged Property; and Grantor will guard every part of the Mortgaged Property from removal, destruction and damage1 and wjll not do or suffer to be done any act whereby the value of any part of the Mortgaged Property may be lessened. 11. Prohibition of Transfer or Encumbrance. The sale, transfer, disposition or encumbrance, whether by operation of law or otherwise, of all or any part of the Mortgaged Property (other than items of personalty which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes having a value equal to or greater than the replaced items when new) without the written consent of Beneficiary shall constitute a default hereunder. Grantor shall not grant any easement or encumbrance or impose any restriction whatsoever with respect to any of the Mortgaged Property without the joinder therein of Beneficiary, nor shall Grantor rent or lease any of the Mortgaged Property for any purpose whatsoever without the prior written consent of Beneficiary. In the event Grantor is a corporation or a limited liability company, it agrees that the sale, conveyance, hypothecation, transfer or disposition of more than ten percent (10%) of its issued and outstanding capital stock or ownership interests, without the prior written consent of Beneficiary, shall constitute a default; or, that in the event Grantor is a limited or general partnership, or a joint venture, a change of any general partner or any joint venturer, either voluntarily or involuntarily, or the sale, conveyance, transfer, disposition or encumbrance of any such general partner or joint venture interests or of more than twenty percent (20%) of the partnership or venture interests, without the prior written consent of Beneficiary, shall constitute a default. In the event Beneficiary should consent to any sale or conveyance of the Mortgaged Property, Grantor will not sell all or any portion of the Mortgaged Property unless the purchaser, as a part of the consideration, either (a) expressly agrees to assume the payment of the indebtedness hereby secured, or (b) expressly agrees that the title and rights of purchaser are and shall remain unconditionally subject to all of the terms of this Deed of Trust for the complete fulfillment of all obligations of the Grantor hereunder, and the deed effecting such transfer shall expressly set forth such agreement of the purchaser, 12. No Discharge Upon Transfer. If the ownership of the Mortgaged Property or any part thereof becomes vested in a person other than Grantor, Beneficiary may, without notice to Grantor, deal with such successor or successors in interest with reference to this Deed of Trust and to the indebtedness hereby secured in the same manner as with Grantor without in any way vitiating or discharging Grantor's liability hereunder or upon the indebtedness hereby secured. No sale of the Mortgaged Property, and no forbearance on the part of Beneficiary, and no extension of the time for the payment of the indebtedness hereby secured, given by Beneficiary, shall operate to release, discharge, modify, change or affect the original liability of Grantor or the liability of any guarantors or sureties of Grantor, either in whole or in part. 13. Default in Payment or Performance Upon the occurrence (beyond any applicable notice, cure or grace period) of any "Event of Default" (herein so called and as defined in the Loan Agreement), Beneficiary, at its option, without further notice, may pursue any rights and remedies it may have hereunder or at law, or in equity, including without limitation, filing suit on the Note and/or enforcing the power of sale granted herein, and Beneficiary may, without limitation, declare the entire indebtedness secured hereby immediately due and payable, whereupon it shall be so due and payable. 14. Sale by Trustee. If Grantor pays the Note and other debt that may be owing, or causes same to be paid, and keeps and performs each and every covenant, condition and stipulation contained herein and in the Note, then this Deed of Trust shall become null and void; otherwise to be and remain in full force and effect. If there is a default hereunder, or under the Note or the Loan Agreement, then the Note, together with all other sums secured hereby, shall at the option of the Beneficiary, become at once due and payable without demand, notice or judicial hearing except as may be required by law (such requirement of law being hereby waived to the extent permitted by law), and the Trustee, when requested to do so by the Beneficiary after such default, shall sell the IVlortgaged Property, at public auction, to the highest bidder, for cash at the county courthouse of the county in Texas in which the Mortgaged Property or any part thereof is situated as herein described in the area in such courthouse designated for real property foreclosure sales in accordance with applicable law (or in the absence of W:\7078\107\DEEDTRS.docx 5 DQcuSign Envelope ID: F89817BD-C26B41 06-A045-8AOEC4760150 such designation! in the area set forth in the notice of sale hereinafter described), between the hours of 10:00 o’clock A.M. and 4:00 o'clock P.M., on the first Tuesday of any month (or the first Wednesday if the first Tuesday falls on January 1 or July 4), after giving notice of the time, place and terms of said sale, and of the property to be sold in accordance with applicable laws in the State of Texas in effect at the time such notice is given, provided however, such sale shall begin at the time stated in such notice or within three (3) hours thereafter, Notice of such proposed sale shall be given by posting written notice of the sale at the courthouse, and, except as otherwise permitted or required by applicable law, by filing a copy of the notice in the office of the county clerk of the county in which the sale is to be made at least twenty-one (21) days preceding the date of the sale. If the property to be sold is situated in more than one county, a notice shall be posted at the courthouse and filed with the county clerk of each county in which the property to be sold is situated. In addition, Beneficiary shall, at least twenty-one (21) days preceding the date of sale, serve written notice of the proposed sale by certified mail on each debtor obligated to pay the debt secured hereby according to the records of Beneficiary. Selvice of such notice shall be completed upon deposit of the notice, enclosed in a postpaid wrapper, properly addressed to such debtor at the most recent address as shown by the records of Beneficiary, in a post office or official depository under the care and custody of the United States Postal Service. The affidavit of any person having knowledge of the facts to the effect that such service was comp]eted shall be prima facie evidence of the fact of service. Any notice that is required or permitted to be given to Grantor may be addressed to Grantor at Grantor's address as stated above. Any notice that is to be given by certified mail to any other debtor may, if no address for such other debtor is shown by the records of Beneficiary, be addressed to such other debtor at the address ofGrantor as is shown by the records of Beneficiary. The Trustee may appoint any attorney-in-fact or agent to act in his or her stead as Trustee to perform all duties of the Trustee authorized herein. Grantor authorizes and empowers the Trustee to sell the Mortgaged Property, together or in lots or parcels, as the Trustee shall deem expedient; to receive the proceeds of said sale; and to execute and deliver to the purchaser or purchasers thereof good and sufficient deeds of conveyance thereto by fee simple title, with covenants of general warranty, and Grantor binds himself or herself to warrant and forever defend the title of such purchaser or purchasers. The proceeds of such sale shall be applied in the following order: (a) to the payment of all necessary costs and expenses incident to the execution of said trust, including a reasonable fee to the Trustee not exceeding five percent (5%) of the gross proceeds of the sale of the Mortgaged Property ; (b) the indebtedness secured hereby, discharging first that portion of the indebtedness arising under the covenants or agreements herein contained and not evidenced by the Note; (C)the remainder, if any, to Grantor or such other person or persons entitled thereto by law. 15. Appointment of Receiver. Upon the commencement of any action to enforce the lien herein given, Beneficiary shall have the additional right to have a court of competent jurisdiction appoint a receiver to take possession of the M[ortgaged Property. This provision is a right created by this contract and is cumulative of, and shall not affect in any way, the right of the Beneficiary to the appointment of a receiver given the Beneficiary by law 16. Election of Remedies. Upon the occuITence of a default hereunder, Beneficiary shall have the option to proceed with foreclosure in satisfaction of such delinquent or then matured debt, either through the courts or by directing the Trustee to proceed as if under a foreclosure, conducting the sale as herein provided and without declaring the whole debt due, and provided that if said sale is made because of such default, such sale may be made subject to the unmatured part of the Note and debt secured by this Deed of Trust; such sale, if so made, shall not in any manner affect the unmatured part of the debt secured by this Deed of Trust, it being the purpose to provide for a foreclosure and the sale of the Mortgaged Property for any matured portion of said debt, without exhausting the power of foreclosure, and to sell the Mortgaged Property for any other part of said debt whether matured at the time or subsequently maturing. 17. Prerequisites to Sale. In case of any sale hereunder, all prerequisites to the sale shall be presumed to have been performed, and in conveyance given hereunder, all statements of facts or other recitals made W:\7078\107\DEEDTRS docK DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 therein as to any of the following, shall be taken in all courts of law or equity as prima facie evidence that the facts so stated or recited are true; i.e., the nonpayment of money secured; the request to the Trustee to enforce this trust; the proper and due appointment of any substitute trustee; the advertisement of sale or time, place and manner of sale; or any other preliminary fact or thing. Trustee shall not be liable for any action taken or omitted to be taken by Trustee in good faith and reasonably believed to be within the discretion or power conferred upon Trustee by this Deed of Trust and shall be answerable only for losses occurring through his or her gross negligence or willful misconduct. Grantor agrees to save and hold the Trustee and Beneficiary harmless from all loss and expense, including reasonable attorneys' fees, costs of a title search or abstract, and preparation of survey, incurred by reason of any action, suit or proceeding (including an action, suit or proceeding to foreclose or to collect the debt secured hereby) in and to which Trustee or Beneficiary may be or become a party by reason hereof, including but not limited to, condemnation, bankruptcy and administration proceedings, as well as any other proceeding wherein proof of claim is required by law to be filed or in which it becomes necessary to defend or uphold the terms of this Deed of Trust, and in each such instance, all money paid or expended by Trustee or Beneficiary, together with interest thereon from date of such payment at the rate set forth in said Note or at the legal rate, whichever is higher, shall be so much additional indebtedness secured hereby and shall be immediately due and payable by Grantor, 18. Substitute Trustee. Beneficiary may, at its option, appoint a successor or substitute Trustee without any formality or notice (except as may be required by law) other than a designation in writing of such appointment to such successor or substitute trustee who shall thereupon become vested with and succeed to all the powers and duties named herein, the same as if the successor or substitute had been named original Trustee herein; such right to appoint a successor or substitute trustee shall exist as often and whenever the Beneficiary desires. If the Beneficiary is a coworation, it may act through any authorized officer or by any agent or attorney-in-fact properly authorized by any such officer, 19 . Intentionally Deleted. 20. No Waiver. The exercise of any option given under the terms of this Deed of Trust shall not be considered a waiver of the right to exercise any other option herein; and the filing of a suit to foreclose this Deed of Trust, either on any matured portion of the debt or for the whole debt, shall never be considered an election of remedies so as to preclude foreclosure under power of sale after a dismissal of the suit; nor shall the filing of the necessary notices for foreclosure, as provided in this Deed of Trust, preclude the prosecution of a later suit thereon. 21. Creation of Landlord - Tenant Relationship. Any sale of the Mortgaged Property under this Deed of Trust shall, without further notice, create the relation of landlord and tenant at sufferance between the purchaser at such sale as landlord, and Grantor as tenant; and upon failure to surrender possession thereof, Grantor may be removed by a writ of possession at suit by the purchaser. 22. Disaffirm Encumbrances. The purchaser at any trustee’s or foreclosure sale hereunder may disaf:firm any easement granted, or rental, lease or other contract made, in violation of any provision of this Deed of Trust, and may take immediate possession of the Mortgaged Property free from, and despite the terms oC such easement or rental, lease or other contract. 23. Beneficiary May Bid. Beneficiary may bid and become the purchaser of all or any part of the Mortgaged Property at any Trustee's or foreclosure sale hereunder. 24. Right of Entry. The Grantor agrees, to the full extent that Grantor lawfully may, that in case one or more of the defaults hereunder shall have occurred and shall not have been remedied, then, and in every such case, the Beneficiary shall have the right and power to enter into and upon and take possession of all or any part of the Mfortgaged Property in the possession of the Grantor, Grantor’s successors and assigns; and, holding the same? the Beneficiary may use, administer, manage, operate and control the Mortgaged Property and conduct the business thereof to the same extent as the Grantor, Grantor's successors or assigns, might at the time do and may exercise all rights and powers of the Gr4ntor, in the name, place and stead of the Grantor, or otherwise as the Beneficiary shall deem best; and in the exercise of any of the foregoing rights and powers Beneficiary shall not be liable to Grantor for any loss or damage thereby sustained unless due solely to the willful misconduct or gross negligence of Beneficiary W :\7078\ 1 07\DEEDTRS docx DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 25. Release. Any part of the Mortgaged Property may be released by the Beneficiary without affecting the lien7 security interest and assignment hereof against the remainder. The lien, security interest and other rights granted hereby shall not affect or be affected by ally other security taken for the same indebtedness or any part thereof. The taking of additional security, or the extension or renewal of the indebtedness secured hereby or any part thereof, shall not release or impair tho lien, security interest and other rights granted hereby, or affect the liability of any endorser, guarantor or surety, or improve the right of any permitted junior lien holder; and this Deed of Trustl as well as any instrument given to secure any renewal or extension of the indebtedness secured hereby, or any part thereof, shall be and remain a first and prior lien, except as otherwise provided herein, on all of the Mortgaged Property not expressly released until the indebtedness secured hereby is completely paid. 26. Waiver of Marshalling, Etc. To the extent that Grantor may lawfully do so, Grantor agrees that Grantor shall not assert and hereby expressly waives, any right under any statute or rule of law pertaining to the marshalling of assets, the exemption of homestead, the administration of estates of decedents, or any other matter whatsoever to defeat, reduce or affect the right of Beneficiary, under the terms of this Deed of Trust, to sell the Mortgaged Property for the collection of the indebtedness secured hereby (without any prior or different resort for collection) or the right of Beneficiary, under the terms of this Deed of Trust, to the payment of such indebtedness out of the proceeds of sale of the Mortgaged Property in preference to every other person and claimant whatsoever. Grantor expressly waives and relinquishes any right or remedy which it may have or be able to assert by reason of the provisions of Chapter 43 of the Texas Civil Practices and Remedies Code of the State of Texas, pertaining to the rights and remedies of sureties. Grantor further waives, to the extent permitted by law, the benefit of all laws now existing or that hereafter may be enacted providing for (a) any appraisement before sale of any portion of the Mortgaged Premises, commonly known as Appraisement Laws, and (b) the benefit of all laws that may be hereafter enacted in any way extending the time for the enforcement of the collection of the debt secured hereby or creating or extending a period of redemption from any sale made in collection of said debt, commonly known as Stay Laws and Redemption Laws. 27, Assignment of Rents, Royalties, Etc. (a) All of the rents, royalties, issues, profits, revenue, income and other benefits derived from the Mlortgaged Property or arising from the use or enjoyment of any portion thereof or from any lease or agreement pertaining thereto (hereinafter called the "Rents") are hereby assigned, transferred, conveyed and set over to Beneficiary, to be applied by Beneficiary in payment of the principal and interest and all other sums payable on the Note, and any other indebtedness secured hereby. Prior to the occurrence of any default hereunder, Grantor shall collect and receive all Rents as trustee for the benefit of Beneficiary, and Grantor shall apply the funds so collected first to the payment of the principal and interest and all other sums then due and payable on the Note and payment of all other indebtedness secured hereby and then due and payable; next to the performance and discharge of the obligations ofGrantor hereunder and under the other Loan Documents; and next to the payment of all costs and expenses related to the ownership, operation, management, repair and leasing of the Mortgaged Property, including without limitation, insurance premiums, property taxes, ordinary repairs, maintenance and security, and reasonable reserves therefor. Thereafter, Grantor may use the balance of the Rents collected in any manner not inconsistent with the Loan Documents. (b) Upon receipt of a notice from Beneficiary that each such lessee under any leases of the Mortgaged Propelly is directed to pay to Beneficiary all Rents thereafter accruing (a "Lessee Notice"), each lessee under the leases is hereby authorized and directed to pay directly to Beneficiary all Rents thereafter accruing and the receipt of Rents by Beneficiary shall be a release of such lessee to the extent of all amounts so paid. The receipt by a lessee of a Lessee Notice shall be sufficient authorization for such lessee to make all future payments of Rents directly to Beneficiary and each such lessee shall be entitled to rely on such Lessee Notice and shall have no liability to Grantor for any Rents paid to Beneficiary after receipt of such Lessee Notice. It shall never be necessary for Beneficiary to institute legal proceedings of any kind whatsoever to enforce the provisions of this Deed of Trust with respect to Rents. GRANTOR SHALL HAVE NO RIGHT OR CLAIM AGAINST ANY LESSEE FOR THE PAYMENT OF ANY RENTS TO BENEFICIARY HEREUNDER, AND GRANTOR HEREBY INDEMNIFIES AND AGREES TO HOLD FREE AND HARMLESS EACH LESSEE FROM AND AGAINST ALL LIABiLITY, LOSS, COST, DAMAGE OR EXPENSE SUFFERED OR INCURRED BY SUCH LESSEE BY REASON OF SUCH LESSEE'S COMPLIANCE WITH ANY DEMAND FOR PAYMENT OF RENTS MADE BY BENEFICIARY CONTEMPLATED BY THIS ASSIGNMENT. W:\7078\107\DEEDTRS,docx DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (c) Upon or at any time after the occurrence of Event of Default, Grantor hereby agrees that Beneficiary shall have the right (in its sole discretion), to deliver the Lessee Notice as herein provided directing each lessee to pay directly to Beneficiary the Rents due and to become due under its lease and attorn in respect of all other obligations thereunder directly to Beneficiary. Rents so received by Beneficiary for any period prior to foreclosure under this Deed of Trust or acceptance of a deed in lieu of such foreclosure shall be applied by Beneficiary to the payment of the following (in such order and priority as Beneficiary shall determine) : (a) all expenses of operating the Property; and all expenses incident to taking and retaining possession of the Mortgaged Property and/or collecting Rent as it becomes due and payable, and (b) the indebtedness secured hereby. In no event will the provisions of this Section 27 reduce the indebtedness secured hereby except to the extent, if any, that Rents are actually receiVed by Beneficiary and applied upon or after said receipt to the indebtedness secured hereby in accordance with the preceding sentence. Without impairing its rights hereunder, Beneficiary may, at its option, at any time and from time to time, release to Grantor, Rents so received by Beneficiary or any part thereof. Grantor, upon the occurrence of an Event of Default, hereby authorizes Beneficiary, at Beneficiary's option, to enter and take possession of the MoNgaged Property and to manage and operate the same; to collect as herein provided all or any Rents accruing therefrom and from the IVlortgaged Property; to let or relet the Mortgaged Property or any part thereof; to cancel and modify any leases, evict tenants and bring or defend any suits in connection with the possession of the Mortgaged Propelly, in Beneficiary's own name or Grantor's name, pursuant to the terms of the leases; to make repairs as Beneficiary deems appropriate; and to perform such other acts in connection with the management and operation of the Mortgaged Property as Beneficiary, in Beneficiary's discretion, may deem proper. For this purpose, Grantor hereby irrevocably constitutes and appoints Beneficiary and any officer of Beneficiary, as Grantor's true and lawfUI attorney-in-fact, coupled with an interest, with full power of substitution to take any and all of the foregoing actions and any or all other actions designated by Beneficiary for the proper management and preservation of the Mortgaged Property. (d) Grantor shall (a) submit any and all proposed leases to Beneficial jf for approval prior to the execution thereof, except that Grantor may lease individual units in the Mortgaged Property to bona fide third-party tenants, for market rate rents and using industry-standard lease contracts or otherwise on leases and terms approved by Beneficiary in advance in writing, (b) duly and punctually perform and comply with any and all representations> warranties, covenants, and agreements expressed as binding upon the lessor under any lease, (c) maintain each of the leases in full force and effect during the term thereof, (d) appear in and defend any action or proceeding in any manner connected with any of the leases, (e) deliver to Beneficiary true, correct and complete copies of each of the leases) and (f) deliver to Beneficiary such further information, and execute and deliver to Beneficiary such further assurances and assignments, with respect to the leases as Beneficiary may from time to time request. (e) Without Beneficiary's prior written consent, Grantor shall not (a) do or knowingly permit to be done anything to impair the value of any of any leases, (b) except for security or similar deposits, collect any of the rent more than one ( 1) month in advance of the time when the same becomes due under the terms of any lease, (c) discount any future accruing rents, or (d) amend, modify, rescind, conceal, surrender, assign, or terminate any of the leasesl except in the ordinary and prudent operation of the Mortgaged Property. (f) These presents shall not be deemed or construed to constitute Beneficiary as a "mortgagee in possession" of the Mongaged Properly or to obligate Beneficiary to take any action hereunder, to incur expenses or to perform or discharge any obligation, duty or liability hereunder or under any of the leases of the Mortgaged Property. 28. No Subordinate Mortgage. Grantor will not, without the prior written consent ofBeneficiary1 execute or deliver any pledge, security agreement, mortgage or deed of trust covering all or any portion of the Mortgaged Property (hereinafter called "Subordinate Mortgage"). In the event of consent by Beneficiary to the foregoing or in the event the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable by the provisions of any applicable law, Grantor will not execute or deliver any Subordinate Mortgage unless there shall have been delivered to Beneficiary not less than ten (10) days prior to the date thereof a copy thereof which shall contain express covenants to the effect: (a) That the Subordinate Mortgage is in all respects unconditionally subject and subordinate to the lien, security interest and assignment evidenced by this Deed of Trust and each term and provision thereof; W'\7078\1 07\DEEDTRS.docx DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 (b) That if any action or proceeding shall be instituted to foreclose the Subordinate Mortgage (regardless of whether the same is a judicial proceeding or pursuant to a power of sale contained therein), no tenant of any portion of the Mortgaged property will be named as a party defendant, nor will any action be taken with respect to the Mortgaged Property which would temlinate any occupancy or tenancy of the Mortgaged Property without the prior written consent of Beneficiary; (c) That the Rents and Profits, if collected through a receiver or by the holder of the Subordinate Mortgage7 shall be applied first to the obligations secured by this Deed of Trust, including principal and interest due and owing on or to become due and owing on the Note and the other indebtedness secured hereby and then to the payment of maintenance, operating charges, taxes, assessmdnts, and disbursements incurred in connection with the ownership, operation and/or maintenance of the Mortgage Property; and (d) That if any action or proceeding shall be brought to foreclose the Subordinate Mortgage, written notice of the commencement thereof will be given to Beneficiary contemporaneously with the commencement of such action or proceeding. 29. Payment of Outstanding Liens. To the extent that proceeds of the Note are used to pay any outstanding liens, charges or encumbrances against or affecting the Mortgaged Property, such proceeds have been advanced by Beneficiary at Grantor's request, and Beneficiary shall be subrogated to all rights, interest and liens owned or held by any owner or holder of such outstanding liens, charges and encumbrances, irrespective of whether such liens, charges or encumbrances are released of record. 30. Usury Savings Provisions. It is expressly stipulated and agreed to be the intent of Grantor and Beneficiary at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness (as hereinafter defined), or applicable United States federal law to the extent that such law permits Beneficiary to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law. For purposes of this provision, "Indebtedness" shall mean all indebtedness evidenced by the Note, and all amounts payable in the perfoITnance of any covenant or obligation in any of the other Loan Documents or any other communication or writing by or between Grantor and Beneficiary related to the transaction or transactions that are the subject matter of the Loan Documents, or any part of such indebtedness. If the applicable law is ever judicially interpreted so as to render usurious any amount contracted for, charged, taken, reserved or received in respect of the Indebtedness, including by reason of the acceleration of the maturity or the prepayment thereof, then it is Grantor's and Beneficiary's express intent that all amounts charged in excess of the Maximum Lawful Rate (as hereinafter defined) shall be automatically canceled, ab initio. and all amounts in excess of the Maximum Lawful Rate theretofore collected by Beneficiary shall be credited on the principal balance of the Indebtedness (or, if the Indebtedness has been or would thereby be paid in full, refunded to Grantor), and the provisions of the Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable laws, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term hereof, then Grantor and Beneficiary agree that Beneficiary shall, with reasonable promptness after Beneficiary discovers or is advised by Grantor that interest was received in an amount in excess of the Maximum Lawful Rate, either credit such excess interest against the Indebtedness then owing by Grantor to Beneficiary and/or refund such excess interest to Grantor. Grantor hereby agrees that as a condition precedent to any claim seeking usury penalties against Beneficiary, Grantor will provide written notice to Beneficiary, advising Beneficiary in reasonable detail of the nature and amount of the violation, and Beneficiary shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Grantor or crediting such excess interest against the Indebtedness then owing by Grantor to Beneficiary. All sums contracted for, charged, taken, reserved or received by Beneficiary for the use, forbearance or detention of the Indebtedness shall, to the extent permitted by applicable law, be amortized, prorated, allocated or spread, using the actuarial method, throughout the stated term of the Note (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect and applicable to the Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Note or any other part of the Indebtedness. Notwithstanding anything to W:\7078\!07\DEEDTRS.docx 10 DocuSign Envelope ID: F89817BD-C26B41 06-A045-8AOEC4760150 the contrary contained herein or in any of the other Loan Documents, it is not the intention of Beneficiary to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. The terms and provisions of this paragraph shall control and supersede every other term, covenant or provision contained herein, in any of the other Loan Documents or in any other document or instrument pertaining to the Indebtedness. 31. Maximum Lawful Ratei Ceiling Election. As used herein, the term "Maximum Lawful Rate" shall mean the maximum lawful rate of interest which may be contracted for, charged, taken, received or reserved by Beneficiary in accordance with the applicable laws of the State of Texas (or applicable United States federal law to the extent that such law permits Beneficiary to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law), taking into account all fees, charges and any other value whatsoever made in connection with the transaction evidenced by the Note and the other Loan Documents. To the extent that Beneficiary is relying on Chapter 303 of the Texas Finance Code to determine the Maximum Lawful Rate payable on the Note or any other part of the Indebtedness, Beneficiary will utilize the weekly ceiling from time to time in effect as provided in such Chapter 303, as amended. To the extent United States federal law permits Beneficiary to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law, Beneficiary will rely on United States federal law instead of such Chapter 303 for the purpose of determining the Maximum Lawful Rate. Additionally, to the extent permitted by applicable law now or hereafter in effect, Beneficiary may, at its option and from time to time, utilize any other method of establishing the Maximum Lawful Rate under such Chapter 303, or under other applicable law by giving notice, if required, to Grantor as provided by such applicable law now or hereafter in effect. 32. No Subsequent Waiver. No waiver of any default on the part ofGrantor or breach of any of the provisions of this Deed of Trust or of any other instrument executed in connection with the indebtedness secured hereby shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers herein granted shall be construed as a waiver of such rights and powers, and likewise no exercise or enforcement of any rights or powers hereunder shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time. If any provision of this Deed of Trust is held to be illegal, invalid, or unenforceable under present or future laws effective while this Deed of Trust is in effect, the legality, validity, and enforceability of the remaining provisions of this Deed of Trust shall not be affected thereby, pnd in lieu of each such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Deed of Trust a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. If Qny of the liens, security interest or assignment of rents created by this Deed of Trust shall be invalid or unenforceable, the unsecured portion of the indebtedness shal] be completely paid prior to the payment of the remaining and secured portion of such indebtedness and all payments made on account of such indebtedness shall be considered to have been paid on and applied first to the complete payment of the unsecured portion of such indebtedness. 33. Security Agreement (a) With respect to any of the Collateral governed by the 'Uniform Commercial Code of the State of Texas (hereinafter called the "Code"), this Deed of Trust shall constitute a security agreement between Grantor as the debtor and Beneficiary as the secured party, and Grantor hereby grants to Beneficiary a security interest in such portion of the Mortgaged Property. Cumulative of all other rights of Beneficiary hereunder, Beneficiary shall have all of the rights conferred upon secured parties by the Code. Grantor will execute and deliver to Beneficiary all financing statements that may fTom time to time be required by Beneficiary to establish and maintain the validity and priority of the security interest of Beneficiary, or any modification thereof, and shall bear all costs and expenses of any searches reasonably required by Beneficiary. Beneficiary may exercise any or all of the remedies of a secured party available to it under the Code with respect to such property, and it is expressly agreed that if upon default Beneficiary should proceed to dispose of such property in accordance with the provisions of the Code, then ten (10) days notice by Beneficiary to Grantor shall be deemed to be reasonable notice under any provision of the Code requiring such notice; provided, however, that Beneficiary may at its option dispose of such property in accordance with Beneficiary’s rights and remedies with respect to the real property pursuant to the provisions of this Deed of Trust, in lieu of proceeding under the Code. Additionally, but not in lieu of any other rights held by Beneficiary, Beneficiary may offset against any accounts or sums of Grantor held by Beneficiary up to the full amount of the indebtedness secured hereby, as the same becomes due. W:\7078\107\DEEDTRS.docx ]1 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC47601 50 (b) Notice of Name, Etc. Grantor shall give advance notice in writing to Beneficiary of any proposed change in Grantor's name, identity, or structure, and will execute and deliver to Beneficiary, prior to or concurrently with the occurrence of any such change, all additional financing statements that Beneficiary may require to establish and maintain the validity and priority of Beneficiary's security interest with respect to any Mortgaged Property described or referred to herein. (c) Fixtures. Should some of the items ofMongaged Property described herein be goods that are or are to become fixtures related to the real estate described herein, it is intended that, as to any such goods, this Deed of Trust shall be effective as a fin4ncing statement filed as a fixture filing from the date of its filing for record in the real estate records of the county in which the Mortgaged Property is situated. Information concerning the security interest created by this instrument may be obtained from Beneficiary, as secured party, at the address of Beneficiary stated above. The mailing address of the Grantor, as debtor, is as stated above. 34. Corporate Existence. Grantor, if a corporation, agrees that as long as it is the owner of the Mortgaged Property, it will do all things necessary to preserve and keep in full force and effect its existence, franchises, rights and privileges as a business or stock corporation under the laws of the state of its incolporation. 35, Successors and Assigns. The covenants herein contained shall bind, and the benefits and advantages shall inure to, the respective heirs, executors, administrators, personal representatives, successors and assigns of the parties hereto, and to any substitute Trustee. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. The term ’'Grantor" shall include in their individual capacities, and jointly, all parties hereinabove named as Grantor, The term "Beneficiary" shall also include any lawful owner, holder, pledgee or assignee of any indebtedness secured hereby. The duties, covenants, conditions, obligations and warranties of Grantor in this Deed of Trust shall be joint and several obligations of Grantor and each Grantor if more than one, and Grantor's heirs, personal representatives2 successors and assigns. Each party who executes this Deed of Trust (other than Beneficiary), and each subsequent owner of the Mongaged Property, or any part thereof, covenants and agrees that it will perform, or cause to be performed, each condition, term, provision, and covenant of this Deed of Trust. 36. Compliance with Regulations. Grantor further agrees to comply with all regulations, ru[es7 ordinances, statutes, orders and decrees of any governmental authority or court applicable to Grantor or the Mortgaged Property or any part thereof. Grantor warrants, covenants and agrees to comply with all restrictions; restrictive covenants; condominium by-laws, regimes and declarations; and/or all other rules or regulations, governmental, public or private, applicable to the Mortgaged Property and the operation OF ownership thereof. 37. Texas Law. This instrument is executed in Texas and shall be governed by and construed in accordance with the laws of the State of Texas, except to the extent such laws have been preempted by federal laws1 in which case federal laws as applied in Texas shall govern. [REMAINDER OF PAGE LEFT BLANK - SIGNATURE PAGE FOLLOWS] W'\7078\107\D£EDTRS.docx 12 GRANTOR: SAMSEV, LLC a Texas limited liability company Title: bn A{.\A&VK , + + + + + STATE OF TEXAS S COUNTY OF tb M ; be the person who executed this S PP V©®ARTP3F® ?"ictarf Pub;in i; TATE OF -FEXAS iD# 1 293 )2. 2021>rTlrn fat Italy Publi1 S=aeme _ #l22jaf>#!My Commissioh Expires W.y078UOnD£EDrRS.d,a - 13 DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 EXHIBIT A PROPERTY DESCIUPTION [TO BE ATrACHED] DocuSign Envelope ID: F89817BD-C26B4106-A045-8AOEC4760150 Exhibit A Being all of that tnrtain lot, tract, or parcel of land lying and being situated in the W.M. Neil Survey, Abstract Number 970, Denton County, Texas, and being a part of Lot 1 , Block 1 of The Southeast Airport Addition, according to the Plat thereof recorded in Cabinet G, Page 295 and the Replat thereof recorded in Document Number 2014-205 of the Plat Records of Denton County, Texas, and being more fully described by metes and bounds as follows; COMMENCING at a point being the Westerly most Southwest corner of said Lot 1, Block 1 ; THENCE North 08 degrees 36 minutes 21 seconds East a distance of 1067.51 feet to a point THENCE South 88 degrees 36 minutes 10 seconds East a distance of 896.84 feet to capped iron rod found stamped "ALLIANCE", and also being the POINT OF BEGINNING of the herein described tract; THENCE North 01 degrees 25 minutes 20 seconds East a distance of 180.49 feet to a capped iron rod found in the South line of Spartan Drive; THENCE along said South line of Spartan Drive, South 88 degrees 22 minutes 10 seconds East a distance of 99.98 feet to a 1/2 inch iron rod found in said South line of Spartan Drive; THENCE South 01 degrees 25 minutes 58 seconds West a distance of 180.08 feet to a capped iron rod found stamped "ALLIANCE"; THENCE North 88 degrees 36 minutes 10 seconds West a distance of 99.94 feet to the POINT OF BEGINNING and containing 0.41 of an acre of land more or less; }g€ { { $ $ ! ! ; } iii: 3{§i }{}}SR 33al at el a ga B 3 B 8 gb g glaa To LS BCS CDZ Fa2 rD LU cd E g : }iS Bg gg g g B iii , g:}g IE 3 B IE B B g ia 8 :0C 8baO ! i gIal 8 eu£ :8 f: g bbZ 8 b to $li geD gla E0 C) Ea):J Bte :B n-. 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