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HomeMy WebLinkAboutContract 29411 CITY SECRETARY CONTRACT NO. CONSENT TO DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT FORT WORTH MEACHAM INTERNATIONAL AIRPORT I vJp'O GROUND LEASE AGREEMENT AMENDED (CITY SECRETARY CONTRACT NO. 26292 , AS ) This CONSENT TO DEED OFTRUST,SECURITY AGREEMENT AND FINANCING STATEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas; APIAQ LIMITED PARTNERSHIP, a Texas limited partnership ("Lessee"); and THE FROST NATIONAL BANK ("Lender"). Recitals The following statements are true and correct and form the basis of this Agreement: A. Lessor and Less previously entered into City Secretary Contract ("CSC") No. . Q rnrt 0 2 26292 as Lessee pursuant to CSC N05, 24.5 ss (collectively, the "Lease"), for the lease of real property located at Fort Worth Meacham International Airport ("Airport") known as lease Site No. 44N ( the "Leased Premises"). B. Phaero, LLC, a Texas limited liability company (the "Borrower") is a company affliated with the Lessee and is indebted to the Lender pursuant to its assumption on p-A4, , 2003, of that certain Promissory Note, dated January 26, 2000, exec4yd by Tumche Corp. (f/k/a Phazar Aerocorp Inc., f/k/a API Acquisition Corp.), a Texas corporation, and payable to the order of Lender in the original principal amount of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and No/100 Dollars ($1,750,000.00), as amended by that certain Modification and Renewal Agreement, entered into on February 18, 2003, to be effective November 26, 2002 (the "Note"). C. The Note is currently, and has been since its making, secured by certain real property and personal property, not including the Lease (the "Existing Collateral"). D. The Borrower now desires that: (i) the Existing Collateral be substituted for the Assignment as hereinafter described; (ii) the Lender accept the Assignment as collateral for the Note and release the Existing Collateral; and (iii) the Lessor consent to the Deed of Trust, as hereinafter described. E. In order to secure the indebtedness owed by Borrower to Lender under the Note, Lessee will pledge its right, title and interest in the Leased Premises to the Lender by executing as Grantor a Leasehold Deed of Trust and Security Agreement (the "Deed of Trust"), which form is attached hereto and incorporated herein as Exhibit "A". F. The Lender has agreed to accept the Deed of Trust as security for hp Rnrrr)wP_r',c indebtedness underthe Note and to release the Existing Collateral, and Les qr to consent to the Deed of Trust. NOW THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor, Lessee and Lender agree as follows: Agreement 1. Lessor hereby consents to the execution by Lessee of the Deed of Trust. The Lease is incorporated herein by reference for all purposes. The Leased Premises are specifically described in Exhibit "B" attached hereto and hereby made a part of this Agreement for all purposes. However, Lessee and Lender understand and agree that by executing this Agreement, Lessor does not (i) adopt, ratify or approve of any of the particular provisions of the Deed of Trust or (ii) grant any right, privilege or use to Lender or any assignee under the Deed of Trust that is different from or more extensive than any right, privilege or use granted to Lessee by the Lease. 2. Lessor agrees and covenants that it shall not exercise any rights it may have under the Lease to cancel or terminate the Lease or to force surrender of all or part of the Leased Premises unless it first has provided Lender with written notice of its intent to exercise any such right. Lender shall have ten (10) calendar days from the date it receives such notice to cure any monetary default under the Lease, and thirty (30)days from the date it receives such notice to cure, perform or assume any of Lessee's non-monetary obligations under the Lease to Lessor's satisfaction; provided, however, that if Lender, in good faith and after diligent and continuous efforts to remedy any non-monetary default by Lessee under the Lease, cannot cure such default within thirty (30) days, it may request Lessor to provide a reasonable amount of additional time to cure such default, in which case Lessor will provide Lender with an extended deadline to cure such default as determined by Lessor in its sole but reasonable discretion. 3. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and covenants that it will endorse all insurance policies required by the Lease to name both Lessor and Lender as additional insureds and to cover all public risks related to the leasing, use, occupancy, maintenance, existence or location of the leased Premises. Notwithstanding anything to the contrary in the Deed of Trust or any other agreement entered into by and between Lessee and Lender, Lender hereby agrees and covenants that any and all proceeds payable under the terms of such insurance policies shall first be applied to cover the replacement of all facilities and improvements on the Leased Premises and to satisfy fully the terms and conditions of the Lease. Payment of such proceeds shall apply secondarily to secure any of Borrower's indebtedness to Lender. 4. Notwithstanding anything to the contrary in the Deed of Trust, (i) Lender may not assign any of its rights under the Deed of Trust to any other person, firm or corporation, SAVE AND EXCEPT those rights subject to that certain Participation Agreement, dated February 18, 2003, by and between Gary W. Havener, an individual, and Lender, and (ii) in the event that Lender forecloses upon Lessee under the Deed of Trust, Lender may not sell or otherwise transfer in any way any of Lender's or Lessee's rights or interest in the Leased Premises unless Lessor consents (which consent shall not un a �.,� withheld) to such sale or transfer in the form of a written consent to Assign e x, 03 v ' � by Lessor's City Council. GR'� 1 5. So long as Lessee (or in the event of a foreclosure under the Deed of Trust, Lender or a lawful third party assignee of Lender) is not in default under the Lease at the time, Lender may, at no expense to Lessor and in accordance with the Deed of Trust, enter onto the Leased Premises at any time or times and take possession of, sever or remove personal property of Lessee that is not permanently affixed to the Leased Premises (other than trade fixtures), including, but not limited to, machinery, equipment, furniture, fixtures, inventory and all additions, replacements or substitutions therefore (collectively, the "Property"), which Property may be sold, transferred or otherwise disposed of by Lender. 6. Lender agrees that it promptly will notify Lessor in writing when Lender has released its rights under the Deed of Trust. This Agreement will automatically terminate on the date that Lender releases any such rights. In addition, this Agreement will automatically terminate upon the expiration or termination of the Lease. 7. Notices to Lender required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (i) hand-delivered to Lender, its agents, employees, servants or representatives; (ii)deposited in the United States Mail to the address below; or (iii) sent via facsimile to the number below. THE FROST NATIONAL BANK P.O. Box 1600 San Antonio, TX 78296 Attention- Loan No. 3155223-9001 8. In the event that the Lease expires or is terminated, nothing herein shall obligate Lessor to assume in any way Lessee's indebtedness or to relieve Lessee of its obligation to liquidate and discharge, at Lessee's sole cost and expense, any lien on the leased Premises and any structures, improvements and fixtures thereon. 9. In the event of any conflict between this Agreement and the Lease, the Lease shall control. In the event of any conflict between the Deed of Trust and the Lease, the Lease shall control in all respects as to Lessor and as to Lessee's and Lender's obligations and relationship to Lessor as set forth in the Lease and/or this Agreement. In the event of any conflict between the Deed of Trust and this Agreement, this Agreement shall control. 10. This Agreement may not be withdrawn, amended or modified except by a written agreement executed by the parties hereto and approved by Lessor's City Council. Lessee and Lender covenant and agree that they will not amend the Deed of Trust, or assign any rights and/or obligations thereunder, without the prior written consent of Lessor. 11. This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action arising under the provisions of this Agreement shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 12. This written instrument, including any documents attached t e'r;ejto.,; n', incorporated herein by reference, contains the entire understandingnd:-�gre #qY between Lessor, Lessee and Lender as to the matters contained hereiii. Any contemporaneous oral or written agreement concerning such matters is hereby declared null and void to the extent in conflict with this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples as of the last date set forth below. LESSOR: LESSEE: CITY OF FORT WORTH APIAQ LIMITED PARTNERSHIP, a 'n�-IATexas limited partnership By: �-v By: Cidema Corporation, a Texas corporation and its general partner Name: Marc Ott By: Title: Name: (�PrLj Date Signed: �a�o's y Q 3 � Title: o�s,�,i je." Date Signed: ' LENDER- APPROVED AS TO FORM- The Frost National Bank By. By. ,U � Name: Ae er Name- o Title: �SSiSr�fi C, ?�� f�'thi/ney Title: /"' Date Signed: 21Z Pe Cervi ber 2008 Date Signed. 1:\05350\0074\CN3480.W PD ATTESTED BY Contract Authorization Date „5'' When Recorded, Return To: THE FROST NATIONAL BANK P. O. Box 1600 San Antonio, Texas 78296 Attention: Loan No. 3155223 Loan Documentation Department, RB-2 LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT (and UCC Financing Statement for Fixture Filing) STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OFTARRANT § THIS LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT (hereinafter referred to as "Deed of Trust"), executed as of the day of , 2003, by APIAQ LIMITED PARTNERSHIP, a Texas limited partnership (hereinafter referred to as"Grantor"), whose address for notice hereunder is P. O. Box 121697, Fort Worth,Texas 76121, in favor of JIMMY R. LOCKE,Trustee, and his successors in the trust hereby created (such Trustee and any successors-in-trust being hereinafter referred to as"Trustee") for the benefit of the hereinafter defined "Beneficiary": WITNESSETH : ARTICLE I DEFINITIONS As used herein, the following terms shall have the following meanings: (a) Beneficiary: THE FROST NATIONAL BANK, whose address for notice hereunder is P. O. Box 1600, San Antonio, Texas, 78296, and the subsequent holder or holders, from time to time, of the Note (as hereinafter defined). (b) Escrowed Sums: The amounts paid by Grantor to Beneficiary pursuant to Paragraph 11.15 hereof to be held by Beneficiary in a fund for the payment of Impositions (as hereinafter defined) and insurance premiums. (c) Event of Default: Any happening or occurrence described in Article VI herein. (d) Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter attached to, installed on or in the Land (as hereinafter defined)or the Improvements(as hereinafter defined)under the laws of the State of Texas, including the Texas Business and Commerce Code. The term"Fixtures"shall include,without limitation, all items of personalty to the extent that the same may be deemed Fixtures under applicable law. (e) Governmental Authority: Any and all courts, boards, agencies, �;l' r'i.c 1�U - commissions, offices or authorities of any nature whatsoever for any •. 't:llt� -`��. governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence. EXHIBIT LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 1 s /-I M Grantor: The above-defined Grantor and any and all subsequent record or equitable owners of any right, title or interest to the Ground Lease (as hereinafter defined). (g) Ground Lease: That certain Fort Worth Meacham International Airport Unimproved Ground Lease Agreement With Mandatory Improvements (Lease Site 44-N)dated October 13, 2000, by and between the City of Fort Worth, as Landlord, and Grantor, as Tenant, pertaining to the Land, as well as all amendments thereto, a copy of which is attached hereto and incorporated herein as Exhibit A. (h) Guarantor (whether one or more): (i) Gary W. Havener, an individual, pursuant to that certain Guaranty Agreement,made as of January 26,2000; and (ii) Antenna Products, Inc., a Delaware corporation, pursuant to that certain Guaranty Agreement, made as of January 26, 2000 (collectively referred to herein as "Guarantor'). (i} Guaranty(individually and/or collectively, as the case may be): That, or those instruments of Guaranty from Guarantor to Beneficiary guaranteeing the repayment of the Indebtedness (as hereinafter defined) and the performance and satisfaction of,and/or continued compliance with, the Obligations (as hereinafter defined). (j) Impositions: All real estate and personal property taxes, water, gas, sewer, electricity and other utility rates and charges; ground rents; charges imposed pursuant to any subdivision, planned unit development or condominium declaration or restrictions;charges for any easement,license or agreement maintained for the benefit of the Mortgaged Property and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto of any kind and nature whatsoever which at anytime prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof. (k) Improvements: Any and all buildings, structures, open parking areas and other improvements, and any and all accessions, additions, replacements, substitutions or alterations thereof or appurtenances thereto, now or at anytime hereafter situated,placed or constructed upon the Land or any part thereof. (i) Indebtedness: The principal of, interest on and all other amounts and payments due under or secured by the Note and the other Security Documents (as hereinafter defined) and all renewals, extensions and modifications thereof, together with all funds hereafter advanced by Beneficiary to or for the benefit of Maker as contemplated by any covenant or provision herein contained or for any other purpose, and all other indebtedness, of whatever kind or character, direct or indirect, absolute or contingent, owing or which may hereafter become owing by Maker to Beneficiary whether such indebtedness is evidenced by note,open account, overdraft, endorsement, surety agreement, guaranty or otherwise, it being contemplated that Maker may hereafter become indebted to Beneficiary in further sum or sums. (m) Land: The interest described in the Ground Lease attached hereto as Exhibit A, and by this reference made a part hereof for all purposes, together with all Improvements and Fixtures and all rights, titles and interests appurtenant thereto. LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 2 (n) Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to extract, mine, reside in, sell or use the Mortgaged Property, and all other agreements, including, but not limited to, utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, SAVE AND EXCEPT any and all leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Land. (o) Legal Requirements: (i)Any and all present and future judicial decisions, statutes,rulings,rules,regulations,permits,certificates or ordinances of any Governmental Authority in any way applicable to Grantor, Maker or any Guarantor(with respect to the Indebtedness on the Mortgaged Property)or the Mortgaged Property, including, but not limited to, those respecting the ownership,use,occupancy,possession,operation,maintenance,alteration, repair or reconstruction thereof, (ii)Grantor's or any Guarantor's presently or subsequently effective Bylaws and Articles of Incorporation, or any instruments establishing any partnership, limited partnership,joint venture, trust or other form of business association (if either, both or all by any of same), (iii) any and all Leases or other contracts (written or oral) of any nature to which Grantor or any Guarantor may be bound, and (iv) any and all restrictions, reservations, conditions, easements or other covenants or agreements of record affecting the Mortgaged Property. (p) Loan Agreement: N/A (q) Maker: Tumche Corp. (f/k/a Phazar Aerocorp Inc., f/k/a API Acquisition Corp.), a Texas corporation. (r) Mortgaged Property: The Land, Improvements (to the extent owned by Grantor), Fixtures, Personalty (as hereinafter defined), Leases and Rents (as hereinafter defined), TOGETHER WITH: (i) all rights, privileges, tenements, hereditaments, rights-of- way, easements, appendages and appurtenances in anywise appertaining thereto,and all right,title and interest of Grantor in and to any street,ways,alleys,strips or gores of land adjoining the Land or any part thereof, which Grantor now owns or at anytime hereafter acquires; (ii) all betterments, accessions, additions, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; (iii) all of Grantor's right, title and interest in and to any award, remuneration, settlement or compensation heretofore made or hereafter to be made by any Governmental Authority to Grantor, including those for any vacation of, or change of grade in, any streets affecting the Land or the Improvements; (iv) all plans and specifications for the Improvements; all contracts and subcontracts relating to the Improvements, all deposits (including tenant's security deposits), funds, accounts,contract rights,instruments,documents,general intangibles (including trademarks, service marks, trade LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT•Page 3 names and symbols used in connection therewith), and notes or chattel paper arising from or by virtue of any transactions related to the property described herein; all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the property described herein; all proceeds arising from or by virtue of the sale, lease or other disposition of all or any part of the Mortgaged Property(consent to same not granted or to be implied hereby); all proceeds (including premium refunds) payable or to be payable under each policy of insurance relating to the Mortgaged Property; (v) all other interest of every kind and character which Grantor now has or at anytime 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, easements, licenses, and all reversionary rights or interest of Grantor with respect to such property. To the extent permitted by law, all of the foregoing Personalty and Fixtures 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 Land and Improvements 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 titles, estates, interest or rights which may exist now or at anytime 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 Deed of Trust in the same manner as if Grantor had fee simple title to such property as of the date of execution hereof; and (vi) any and all other security and collateral of any nature whatsoever, now or hereafter given for the repayment of the Indebtedness or the performance and discharge of the Obligations. As used in this Deed of Trust, the term "Mortgaged Property" is expressly defined as meaning all, or where the context permits or requires, any portion of the above and all, or where the context permits or requires, any interest therein. (s) Note: That certain promissory note dated January 26, 2000, executed by Maker, payable to the order of Beneficiary, in the principal amount of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,750,000.00) bearing interest and being payable as therein provided, together with all renewals, extensions and modifications thereof, including the extension pursuant to that certain Modification and Renewal Agreement by and between Maker and Beneficiary,dated to be effective November 26, 2002. (t) Obligations: Any and all of the covenants,warranties,representations and other obligations (other than to repay the Indebtedness) made or undertaken by Maker,Grantor,Guarantor or others to Beneficiary, Trustee LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 4 or others as set forth in the Security Documents, or any lease, sublease or other agreement pursuant to which Grantor is granted a possessory interest in the Land. (u) Permitted Encumbrances: The outstanding liens, easements, building lines,restrictions,security interests and other matters(if any)as set forth on Exhibit"B" attached hereto and by this reference made a part hereof for all purposes. (v) Personalty: All of the right,title and interest of Grantor in and to all tangible and intangible personal property, including all equipment, inventory,goods, consumer goods, accounts, chattel paper, instruments, money, general intangibles, documents, minerals, crops and timber (as those terms are defined in the Texas Business and Commerce Code)which is attached to, installed on or placed or used on, in connection with or is acquired for such attachment, installation, placement or use, or which arises out of the development, improvement, financing, leasing, operation or use of, the Land, the Improvements, Fixtures or other goods located on the Land or Improvements, together with all additions, accessions, accessories, amendments and modifications thereto,extensions,renewals,enlargements and proceeds thereof, substitutions therefor, and income and profits therefrom. The following are included,without limitation, in the definition of Personalty: furnishings, building materials, supplies, machines, engines, boilers,stokers,pumps,fans,vents,blowers,dynamos,furnaces,elevators, ducts, shafts, pipes, furniture,cabinets, shades, blinds, screens, plumbing, heating, air conditioning, lighting, lifting, ventilating, refrigerating, cooking, medical, laundry and incinerating equipment, partitions, drapes, carpets, rugs and other floor coverings,awnings,call and sprinkler systems,disposal units,dishwashers,ranges,ovens,kitchen equipment,cafeteria equipment, recreational equipment,loan commitments,financing arrangements,bonds, construction contracts,leases,licenses,permits,sales contracts,insurance policies and the proceeds therefrom,plans and specifications,surveys,rent rolls, books and records, funds, bank deposits and all other intangible personal property used in connection with the Land and Improvements. (w) Rents: All of the rents, revenues, income, proceeds, royalties, profits and other benefits paid or payable for using, leasing, licensing, possessing, operating from or in, residing in, selling, mining, extracting or otherwise enjoying or using the Mortgaged Property. (x) Security Documents: The Note, this Deed of Trust,the Guaranty and any and all other documents now or hereafter executed by Grantor, Maker, Guarantor or any person or party to evidence or secure the payment of the Indebtedness or the performance and discharge of the Obligations. ARTICLE II GRANT To secure the full and timely payment of the Indebtedness secured hereby and the full and timely performance and discharge of the Obligations, Grantor has GRANTED, BARGAINED, SOLD AND CONVEYED, and by these presents does GRANT, BARGAIN, SELL AND CONVEY unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee,his successors-in-trust and the Trustee's assigns forever,and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every person whomsoever lawfully claiming or to claim the same or any part thereof; provided, however, that if Maker or Grantor shall pay (or cause to be paid) the LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 5 Indebtedness as and when the same shall become due and payable and shall perform and discharge (or cause to be performed and discharged) the Obligations on or before the date same are to be performed and discharged, then the liens, security interests, estates and rights granted by the Security Documents shall terminate, otherwise same shall remain in full force and effect. Grantor acknowledges that (a) Grantor is receiving direct or indirect benefit from the loan to Maker evidenced by the Security Documents, and (b) Grantor is executing this Deed of Trust in order to induce Beneficiary to accept the Mortgaged Property as security for the Indebtedness and as part of the Security Documents. ARTICLE III WARRANTIES AND REPRESENTATIONS Grantor hereby unconditionally warrants and represents to Beneficiary, as follows: 3A1 Validity of Documents. The execution, delivery and performance by Grantor of the Security Documents (other than the Guaranty), and the borrowing evidenced by the Note (a) if Grantor is a corporation, are within Grantor's corporate powers and have been duly authorized by Grantor's Board of Directors, shareholders and all other requisite corporate action, (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof, and (c)will not violate, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time, or both) a default under any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor's or Guarantor's property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal,valid and binding obligations of Grantor, Guarantor, Maker and others obligated under the terms of the Security Documents, in accordance with their respective terms and Grantor has full and lawful authority to bargain, grant, sell, mortgage, assign, transfer and convey all of the Mortgaged Property as set forth herein. 3.2. Information. All information, reports, papers and data given to Beneficiary with respect to Grantor, Maker, Guarantor or others obligated under the terms of the Security Documents or the Mortgaged Property are accurate, complete and correct in all material respects and do not omit any fact, the inclusion of which is necessary to prevent the facts contained therein from being materially misleading. 3.3. Title to Mortgaged Property and Lien of this Instrument. Grantor has good and indefeasible title to the Land (in fee simple, if the lien created hereunder be on the fee, or a first and prior leasehold estate, if it be created on the leasehold estate)and the Improvements and good and indefeasible title to the Fixtures and Personalty, Leases and Rents, free and clear of any liens, charges, encumbrances, security interests and adverse claims whatsoever, except the Permitted Encumbrances. This Deed of Trust constitutes a valid, subsisting first lien deed of trust on Grantor's leasehold estate in the Land, the Improvements and the Fixtures and a valid, subsisting first lien in and to the Personalty, Leases and Rents, all in accordance with the terms hereof, subject to the Permitted Encumbrances. 3.4. Taxes and Other Payments. Grantor, Maker and Guarantor have filed all federal, state, county, municipal and city income and other tax returns required to have been filed by them and have paid all taxes which have become due pursuant to such returns or pursuant to any assessments received by them, and neither Grantor, Maker nor Guarantor know of any basis for any additional assessment in respect of any such taxes. Grantor has paid or will pay in full (except for such retainages as may be permitted or required by any Legal Requirements to be withheld by Grantor pending completion of the Improvements)all sums owing or claimed for labor, material, supplies, personal property (whether or not constituting a Fixture hereunder) and services of every kind and character used, furnished or installed in the Mortgaged Property and no claim for same currently exists or will be permitted to become past due. Notwithstanding the foregoing, however, Grantor shall have the right to contest in good faith by appropriate proceedings the payment of any claims arising out of construction of the Improvements or any tax or assessment;provided, that as a condition thereto, Grantor shall furnish to Beneficiary a surety bond or other security satisfactory to Beneficiary in its sole discretion fully protecting Beneficiary from the adverse consequences of any such contest. 3.5. Litigation. There are no actions, suits or proceedings pending or, to the knowledge of Grantor, threatened against or affecting the Mortgaged Property or involving the validity or enforceability LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 6 of this Deed of Trust or the priority of the lien and security interest hereof, and there are no actions, suits or proceedings pending or, to the knowledge of the Grantor, threatened against or affecting Grantor, Maker or any Guarantor which could have a material adverse affect on the ability of each or any of such parties to perform their respective obligations under the Security Documents; and further, no event has occurred (including specifically Grantor's and Guarantor's execution of the Security Documents and the consummation of the loan represented thereto)which will violate, be in conflict with,result in the breach of, or constitute(with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor's, Maker's, or any of Grantor's property other than the lien and security interest created by the Security Documents. ARTICLE IV AFFIRMATIVE COVENANTS Grantor hereby unconditionally covenants and agrees with Beneficiary, as follows: 4.1. Payment and Performance. Grantor will pay or cause Maker to pay the Indebtedness secured hereby, as and when called for in the Security Documents, and will perform all of the Obligations, in full and on or before the dates they are to be performed. 4.2. Existence. Grantor will preserve and keep in full force and effect its existence,rights, franchises and trade names. 4.3. Compliance with Legal Requirements. Grantor will promptly and faithfully comply with,conform to and obey all present and future Legal Requirements,whether or not same shall necessitate structural changes in, improvements to, or interfere with, the use or enjoyment of, the Mortgaged Property. 4.4. Payment of Impositions. Subject to the provisions of Paragraph 11.15 herein,Grantor will duly pay and discharge, or cause to be paid and discharged, the Impositions not later than the due date thereof, or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed,for the nonpayment thereof(if such day is used to determine the due date of the respective item); provided, however, that Grantor may, if permitted by law and if installment payments would not create or permit the filing of a lien against the Mortgaged Property, pay the Impositions in installments whether or not interest shall accrue on the unpaid balance of such Impositions. Grantor may, in good faith, in lieu of paying such Impositions as they become due and payable, by appropriate proceedings, contest the validity thereof. During such contest, Grantor shall not be deemed in default hereunder because of such nonpayment if,prior to delinquency of the asserted tax or assessment, Grantor furnishes the Beneficiary an indemnity bond, conditioned that such tax or assessment with interest,cost and penalties be paid as herein stipulated,secured by a deposit in cash or security acceptable to Beneficiary or with surety acceptable to Beneficiary, 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 incurred in connection therewith. Upon conclusion of such contest, Grantor shall promptly pay any amount adjudged by a court of competent jurisdiction to be due,with all costs, penalties and interest thereon prior to the date such judgment becomes final or any writ or order issued under which the Mortgaged Property may be sold pursuant to such judgment. 4.5. Repair. Grantor will keep the Mortgaged Property in first-class order and condition and presenting a first-class appearance and will make all repairs, replacements, renewals, additions, betterments, improvements and alterations thereof and thereto, interior and exterior, structural and nonstructural, ordinary and extraordinary, foreseen and unforeseen, which are necessary or reasonably appropriate to keep same in such order and condition and to satisfy the obligations of Grantor under the Ground Lease. Grantor will also use its best efforts to prevent any act or occurrence which might impair the value or usefulness of the Mortgaged Property for its intended usage as set forth in any plans and specifications for the Improvements submitted to Beneficiary or in the Security Documents. In instances where repairs, replacements, renewals, additions, betterments, improvements or alterations are required in and to the Mortgaged Property on an emergency basis to prevent loss,damage,waste or destruction tharanf , Grantor shall proceed to construct same, or cause same to be constructed, notwithstanding anything to the: contrary contained in Paragraph 5.2 hereinbelow;provided,however,that in instances where such emergency_ LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 7 measures are to be taken, Grantor will promptly notify Beneficiary in writing of the commencement of same and the measures to be taken,and when same are completed,the completion date and the measures actually taken. 4.6. Insurance. Grantor shall obtain and maintain insurance upon and relating to the Mortgaged Property insuring against loss by fire and such other hazards, casualties and contingencies (including, but not limited to, fire, lighting, hail, windstorm, explosion, malicious mischief, vandalism and business interruption insurance covering loss of Rents)as are covered by extended coverage policies in effect where the Land is located and such other risks as may be specified by Beneficiary from time to time(including builder's risk insurance),with such insurers of recognized responsibility as are acceptable to Beneficiary,and in an amount equal to the greater of(a) the full insurable replacement value of the Mortgaged Property, and (b)the amount of the Indebtedness. Additionally,Grantor shall obtain and maintain general public liability and property damage insurance with such insurers of recognized responsibility as are acceptable to Beneficiary and in amounts of not less than $2,000,000.00 per occurrence for bodily injury, and $2,000,000.00 per occurrence for property damage. If and to the extent that the Mortgaged Property is located within an area that has been or is hereafter designated or identified as an area having special flood hazards by the Secretary of Housing and Urban Development or by such other official as shall from time to time be authorized by federal or state law to make such designation pursuant to the National Flood Insurance Act of 1968 ("Act"), as such Act may from time to time be amended and in effect, or pursuant to any other national or state program of flood insurance, Grantor shall carry flood insurance with respect to the Mortgaged Property in amounts not less than the maximum limit of coverage then available with respect to the Mortgaged Property pursuant to any and all national and state flood insurance program with respect to the Mortgaged Property or the amount of the Indebtedness, whichever is less. Each insurance policy issued in connection with the Mortgaged Property shall provide, by way of endorsements, riders or otherwise, that proceeds will be payable to Beneficiary as its interest may appear, and at Beneficiary's request, Grantor shall provide copies of such policies to Beneficiary. All such insurance shall be issued by carriers reasonably acceptable to the Beneficiary. All renewal and substitute policies of insurance shall be delivered at the office of Beneficiary, premiums paid, at least ten (10)days before the termination of policies theretofore delivered to Beneficiary. Beneficiary shall have the right, but not the obligation, to make premium payments, at Grantor's expense, to prevent any cancellation, endorsement, alteration or reissuance. 4.7. Restoration Following Casualty. If any act or occurrence of any kind or nature (including any casualty for which insurance was not obtained or obtainable) shall result in damage to or loss or destruction of the Mortgaged Property, Grantor will give notice thereof to Beneficiary and Grantor will promptly,at Grantor's sole cost and expense and regardless of whether the insurance proceeds (if any)shall be sufficient for the purpose, commence and continue diligently to completion to restore, repair, replace and rebuild the Mortgaged Property as nearly as possible to its value, condition and character immediately prior to such damage, loss or destruction. To the extent insurance proceeds are received on account of any such casualty loss, such proceeds shall be paid to Beneficiary and Beneficiary shall have the option, in Beneficiary's sole discretion, to apply any proceeds so collected either to the restoration of the Mortgaged Property or to the payment of the Indebtedness. In the event Beneficiary chooses to restore the Mortgaged Property and reasonably determines that the insurance proceeds are insufficient to pay the anticipated costs and expenses of restoring, rebuilding and repairing the Mortgaged Property,Grantor shall within twenty(20) days after demand by Beneficiary, deposit with Beneficiary such additional sums as Beneficiary determines to be necessary to pay such costs and expenses. Grantor's failure to timely deposit such additional sums shall be an Event of Default hereunder. All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract and general contractor shall be subject to the prior approval of Beneficiary. All disbursements by Beneficiary shall be subject to receipt by Beneficiary of(i) certificates of an independent engineer or architect reasonably acceptable to Beneficiary certifying that all work and materials described in Grantor's request for disbursement were satisfactorily performed and furnished, and (ii) evidence satisfactory to Beneficiary that the cost of such work and materials has been paid in full or will be paid in full out of such advance, and (iii)evidence of compliance of all mechanic's and materialmen's lien laws of the State of Texas. Any balance of insurance proceeds after completion of the restoration,rebuilding and repairs shall be paid to Beneficiary to be applied to the Indebtedness and the Obligations hereby secured. Grantor agrees that Beneficiary shall be entitled to participate in any adjustment or settlement of any casualty insurance claim. LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT•Page 8 4.8. Leases and Rents. Grantor shall(a)submit any Lease to Beneficiary for its approval prior to the execution thereof; (b)duly and punctually perform and comply with any and all representations, warranties, covenants and agreements expressed as binding upon it under each of the Leases; (c) not voluntarily terminate,cancel,waive,modify or amend its rights or the obligations of any party under any of the Leases except on account of defaults by tenants;(d)use all reasonable efforts to maintain each of the Leases in full force and effect during the full term thereof; and (e) appear and/or defend any action or proceeding arising under or in any manner connected with any of the Leases or the representations, warranties, covenants and agreements of it or of any other party or parties thereto. All Leases entered into by Grantor shall be with bona fide third party tenants and on an arm's-length basis unless otherwise approved in writing by Beneficiary. Subsequent to an Event of Default, Beneficiary (i) shall have the right to collect all Rents, incomes and other sums due and owing from the Mortgaged Property directly from any lessee, tenant or any other obligor obligated to pay same,(ii)at anytime may contact each and every such lessee, tenant or obligor and any other party obligated on the Leases, informing them to make payment of all sums due and owing Grantor or any other party directly to Beneficiary to the credit of Grantor, and (iii) may demand, sue for, compromise and collect any Rents, either under its own name or in the name of Grantor, with or without the consent of Grantor. 4.9. Inspection. Grantor will permit Trustee and Beneficiary, and their agents, representatives and employees, to inspect the Mortgaged Property at all reasonable times. 4.10. Defense of Title. If 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, Grantor 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 in the Mortgaged Property. Grantor will indemnify and hold Beneficiary harmless from and against any and all loss, cost, damage, liability or expense incurred by Beneficiary in protecting its interests hereunder in such an event (including all court costs and attorneys' fees). 4.11. Future Impositions. At anytime 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 interest created hereby or upon the Note, or any part thereof, Grantor shall immediately pay all such taxes; provided, that, in the alternative, Grantor may, in the event of the enactment of such a law, and must, if it is unlawful for Grantor to pay such taxes, prepay the Note in full within ninety (90) days after demand therefor by Beneficiary. 4.12. Books and Records. Grantor will maintain full and accurate books of account and other records reflecting the results of its operations and will furnish or cause to be furnished to Beneficiary, on or before sixty (60) days after the end of Grantor's fiscal year: (a) Grantor's, Maker's and Guarantor's respective financial statements in form acceptable to Beneficiary, including a balance sheet and statement of profit and loss (if applicable) for the immediately preceding fiscal year of Grantor, Maker and Guarantor accompanied by a certification by Grantor,Maker and Guarantor that such financial statements are complete and clearly and accurately represent the true financial condition of such party or entity; and (b)an operating statement, in such detail as Beneficiary may reasonably require, which accurately, fairly and separately presents Grantor's, Maker's and Guarantor's operations of the Mortgaged Property for the fiscal year then ended. At anytime, and from time to time, Grantor shall deliver to Beneficiary such other financial data as Beneficiary shall reasonably request with respect to the ownership, maintenance, use and operation of the Mortgaged Property, and Beneficiary shall have the right, at reasonable times and upon reasonable notice, to audit Grantor's, Maker's and/or Guarantor's books of account and records relating to the Mortgaged Property,all of which shall be maintained and made available to Beneficiary and Beneficiary's representatives for such purpose in Grantor's offices or at such other location as Beneficiary may approve. Grantor shall, upon request,promptly furnish at anytime and from time to time, a written statement or affidavit, in such form as may be required by Beneficiary, stating the amount of the unpaid balance of the Note and 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 in detail. Upon request by Grantor,Beneficiary shall from'llme-- to time, furnish a written statement stating the unpaid principal balance of the Note and st ting whether, Beneficiary has delivered any notice of an Event of Default to Grantor. I _ LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT•Page 9 ARTICLE V NEGATIVE COVENANTS Grantor hereby covenants and agrees with Beneficiary that, until the entire Indebtedness secured hereby shall have been paid in full, and all of the Obligations shall have been fully performed and discharged: 5.1. Use Violations. Grantor will not use, maintain, operate or occupy, or allow the use, maintenance, operation or occupancy of the Mortgaged Property in a manner which (a) violates any Legal Requirement,(b)may be dangerous unless safeguarded as required by law, (c)constitutes a public or private nuisance,or(d)makes void, voidable or cancelable,or increases the premium of,any insurance then in force with respect thereto. 5.2. Alterations. Grantor will not commit or permit any waste on the Mortgaged Property and will not (subject to the provisions of Paragraph 4.5 and Paragraph 4.7 herein), without the prior written consent of Beneficiary which shall not be unreasonably withheld, make or permit to be made any alterations or additions to the Mortgaged Property of a material nature. 5.3. Replacement of Fixtures and Personalty. Grantor will not, without the prior written consent of Beneficiary, permit any of the Fixtures or Personalty to be removed at anytime from the Land or Improvements unless the removed item is removed temporarily for maintenance or repair or, if removed permanently, is replaced by an article of equal suitability and value, owned by Grantor, free and clear of any lien or security interest, except such as may be first approved in writing by Beneficiary. 5.4. No Further Encumbrances. Grantor will not, without the prior written consent of Beneficiary, create, place, suffer or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to the Mortgaged Property, other than the Permitted Encumbrances. ARTICLE VI EVENTS OF DEFAULT The term "Event of Default"as used herein shall mean the occurrence or happening, at anytime and from time to time, of any one (1) or more of the following: 6.1. Payment of Indebtedness. If Grantor and/or Maker shall fail,refuse or neglect to pay, in full, all of the Indebtedness on the maturity date thereof or any installment or portion of the Indebtedness as and when the same shall become due and payable, whether at the due date thereof stipulated in the Security Documents or at a date fixed for prepayment or by acceleration or otherwise. 6.2. Performance of Obligations. If Grantor shall fail, refuse or neglect to perform and discharge fully and timely any of the Obligations as and when required. 6.3. False Representation. If any representation or warranty made by Grantor,Guarantor, Maker or others in, under or pursuant to the Security Documents or any other documents executed in connection therewith shall be false or erroneous, or shall omit any fact the inclusion of which is necessary to prevent the facts therein from being materially misleading. 6.4. Judgment. If any final money judgment shall be rendered against Grantor, Maker or any Guarantor while such party is owner of the Mortgaged Property or has personal liability obligations under the Security Documents and the same shall not be paid or execution on the same shall not be stayed by perfection of an appeal or other appropriate action. LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 10 6.5. Voluntary Bankruptcy. If Grantor,Maker or any Guarantor while such party is owner of the Mortgaged Property or has any personal liability obligations under the Security Documents shall (a) seek entry of an order for relief as a debtor in a proceeding under the Bankruptcy Code, (b) seek, consent to or not contest the appointment of a receiver or trustee for itself or himself or for all or any part of its or his property, (c) file a petition seeking relief under the bankruptcy, arrangement, reorganization or other debtor relief laws of the United States or any state or any other competent jurisdiction, (d) make a general assignment for the benefit of its or his creditors, or(e)admit in writing its or his inability to pay its or his debts as they mature. 6.6. Involuntary Bankruptcy. If, while Grantor, Maker or any Guarantor is owner of the Mortgaged Property or has any personal liability obligations under the Security Documents, (a) a petition is filed against Grantor, Maker or any Guarantor seeking relief under the bankruptcy, arrangement, reorganization or other debtor relief laws of the United States or any state or other competent jurisdiction, or (b) a court of competent jurisdiction enters an order,judgment or decree appointing, without the consent of Grantor, Maker or any Guarantor, a receiver or trustee for it or him, or for all or any part of its or his property. 6.7. Foreclosure of Other Liens. If the holder of any lien or security interest on the Mortgaged Property (without implying Beneficiary's consent to such sale or the existence, placing, creating or permitting of any lien or security interest) institutes foreclosure or other proceedings for the enforcement of its remedies thereunder and any such proceedings shall not be stayed or discharged within ten (10)days thereafter. 6.8. Sale,Lease or Other Transfer. Any sale,lease,exchange,assignment,conveyance, transfer of possession or other disposition of the Mortgaged Property or any interest therein or any part thereof by Grantor without the prior written consent of Beneficiary. Nothing in this Paragraph 6.8 shall in any way affect or modify the terms of Paragraph 5.4 hereof. Furthermore, notwithstanding anything in the foregoing, Grantor shall have the right to sell or otherwise dispose of worn or obsolete items of furniture, furnishings or fixtures if such items are simultaneously replaced by new like items of at least comparable value, provided that, if the value of such items exceeds$10,000.00, Grantor gives Beneficiary at least twenty(20) days prior written notice of any such sale or other disposition and the items of personal property that will be affected. 6.9. Title and Lien Priority. If title of the Grantor to any or all of the Mortgaged Property or the status of this Deed of Trust as a valid lien and security interest on the Mortgaged Property, subject only to the Permitted Encumbrances, shall be challenged or endangered by any party whatsoever, and Grantor shall fail to cure the same upon demand by Beneficiary. 6.10. Other Defaults. The occurrence of any Event of Default, as defined or described in any of the other Security Documents. 6.11. Levy on Assets. While Maker, Grantor or any Guarantor is owner of the Mortgaged Property or has any personal liability obligations under the Security Documents, a levy on any of the assets of the Maker, Grantor or any Guarantor. 6.12. Death or Legal Incapacity. While Maker, Grantor or any Guarantor is owner of the Mortgaged Property or has any personal liability obligations under the Security Documents, any Maker, Grantor or Guarantor dies or is declared legally incompetent. 6.13. Transfer of Interests. The transfer of a limited partnership interest or interests in Grantor without the prior written consent of Beneficiary. 6.14. Default under Ground Lease. Default shall occur on the part of the Grantor, as Tenant under the Ground Lease. LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 11 ARTICLE VII DEFAULT AND FORECLOSURE If an Event of Default shall occur, Beneficiary may, at Beneficiary's election and by and through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses, in addition to any other remedy which Beneficiary may have: 7.1. Acceleration and Future Advances. Beneficiary may declare the entire Indebtedness, including the Note, Principal Balance (defined hereby as meaning the then unpaid principal balance on the Note),the accrued interest and any other accrued,but unpaid interest thereon,court costs and attorneys'fees thereunder immediately due and payable,without notice,presentment,protest,demand or action of any nature whatsoever (each of which hereby is expressly waived by Grantor), whereupon the same shall become immediately due and payable. Additionally, Beneficiary shall not be required to make any further advances on the Note or other Security Documents upon the occurrence of an Event of Default or any event which,with the giving of notice or passing of time, would constitute an Event of Default. 7.2. Entry on Mortgaged Property. Beneficiary may enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto without notice and without being guilty of trespass. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary's prior written consent thereto, Beneficiary may, without notice to Grantor, invoke any and all legal remedies to dispossess Grantor, including specifically one (1)or more actions for forcible entry and detainer,trespass or try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence. 7.3. Operation of Mortgaged Property. Beneficiary may hold, lease,manage,operate or otherwise use or permit the use of the Mortgaged Property, either by itself or by other persons, firms or entities, in such a manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto,and taking any and all other action with reference thereto,from time to time,as Beneficiary shall deem necessary or desirable),and apply all Rents and other amounts collected by Trustee in connection therewith in accordance with the provisions of Paragraph 7.12 herein. 7.4. Foreclosure and Sale. (a) Beneficiary may, by and through the Trustee, or otherwise, sell or offer for sale the Mortgaged Property in such portions,order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder for cash at public auction. In instances where the Mortgaged Property is located in the State of Texas, such sale shall be made at the courthouse door of the county in which the Land (or any of that portion thereto to be sold)is situated(whether the parts or parcels thereof, if any, in different counties are contiguous or not, and without the necessity of having any personal property hereby mortgaged present at such sale)on the first Tuesday of any month between the hours of 10:00 o'clock a.m. and 4:00 o'clock p.m. after advertising the time, place and terms of sale and that portion of the Mortgaged Property to be sold by posting or causing to be posted written or printed notice thereof at least twenty-one (21) days preceding the date of said sale at the courthouse door of the county in which the sale is to be made and at the courthouse door of any other county in which a portion of the Mortgaged Property may be situated,which notice may be posted by the Trustee acting,or by any person acting for him, and the holder of the Indebtedness has, at least twenty-one(21)days preceding the date of sale, served written or printed notice of the proposed sale by certified mail on each debtor obligated to pay the Indebtedness secured by this Deed of Trust according to the records of Beneficiary by the deposit of such notice, enclosed is a post-paid wrapper, properly addressed to such debtor at debtor's most recent address as shown by the records of the holder of the Indebtedness, in a post office or official depository under the care and custody LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 12 of the United States Postal Service. The affidavit of any person having knowledge of the facts to the effect that such service was completed shall be prima facie evidence of the fact of service; (b) Beneficiary may,at its option, accomplish all or any of the aforesaid in such manner as permitted or required by Section 51.002 of the Texas Property Code relating to the sale of real estate or by Chapter 9 of the Texas Business and Commerce Code relating to the sale of collateral after default by a debtor (as said Article and Chapter now exist or may be hereinafter amended or succeeded), or by any other present or subsequent articles or enactments relating to same. In instances where the Land is located in states other than Texas, such sales shall be made in accordance with the Legal Requirements therefor for such state, including,to the extent there relevant, the Uniform Commercial Code is in effect. Nothing contained in this subparagraph (b) shall be construed to limit in any way the Trustee's right to sell the Mortgaged Property by private sale if, and to the extent that such private sale is permitted under the laws of the state where the Mortgaged Property(or that portion thereof to be sold)is located or by public or private sale after entry of a judgment by any court of competent jurisdiction ordering the same. At any such sale: (i) whether made under the power herein contained, the aforesaid Section 51.002, any other Legal Requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for the Trustee to have physically present, or to have constructive possession of, the Mortgaged Property (Grantor shall deliver to Trustee any portion of the Mortgaged Property not actually or constructively possessed by the Trustee immediately upon demand by the Trustee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (ii) each instrument of conveyance executed by the Trustee shall contain a general warranty of title, binding upon Grantor; (iii) each and every recital contained in any instrument of conveyance made by the Trustee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, non- payment of the Indebtedness,advertisement and conduct of such sale in the manner provided herein and otherwise by law and appointment of any successor trustee hereunder; (iv) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (v) the receipt by Trustee or of such other party or officer making the sale shall be sufficient to discharge to the purchaser or purchasers for his or their purchase money, and no such purchaser or purchasers, or his or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof; (vi) to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right,title, interest,claim and demand whatsoever, either at law or in equity, in and to the property sold, and such sale shall be a perpetual bar, both at law and in equity, against Grantor and against all other persons claiming or to claim the property sold or to any part thereof by, through or under Grantor; and LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 13 (vii) to the extent and under such circumstances as are permitted by law, Beneficiary may be a purchaser at any such sale. 7.5. Divestment of Rightsm Tenant at Sufferance. After sale of the Mortgaged Property, or any portion thereof,Grantor will be divested of any and all interest and claim thereto,including any interest or claim to all insurance policies,bonds,loan commitments and other intangible property covered hereby. Additionally, with respect to the Land, Improvements, Fixtures and Personalty, after a sale of all or any portion thereof, Grantor(and all parties-in-possession)will be considered a tenant at sufferance of the purchaser of the same, and said purchaser shall be entitled to immediate possession thereof and if Grantor shall fail to vacate the Mortgaged Property immediately, purchaser may and shall have the right, without further notice to Grantor, to go into any justice court in any precinct or county in which the Mortgaged Property is located and file an action in forcible entry and detainer, which action shall lie against the Grantor or its assigns or legal representatives, as a tenant at sufferance. This remedy is cumulative of any and all remedies the purchaser may have hereunder or otherwise. 7.6. Trustee or Receiver. (a) Upon, or at anytime after, commencement of foreclosure of the lien and security interest provided for herein or any legal proceedings hereunder, Beneficiary may make application to a court of competent jurisdiction, as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the repayment of the Indebtedness,for appointment of a receiver of the Mortgaged Property and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court and shall apply such Rents in accordance with the provisions of Paragraph 7.12 herein; and (b) Beneficiary may exercise any and all other rights, remedies and recourses granted under the Security Documents now or hereafter existing in equity, at law, by virtue or statute or otherwise. 7.7. Separate Sales. The Trustee may sell all or any portion of the Mortgaged Property together or in lots or parcels and in such manner and order as the Trustee, in its sole discretion, may elect. The sale or sales by the Trustee of less than the whole of the Mortgaged Property shall not exhaust the power of sale herein granted,and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold; and if the proceeds of such sale or sales of less than the whole of such Mortgaged Property shall be less than the aggregate of the Indebtedness and the expense of executing this trust, this Deed of Trust and the lien, security interest and assignment hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided,however, that Grantor shall never have any right to require the sale or sales of less than the whole of the Mortgaged Property, but Beneficiary shall have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. As among the various counties in which items of the Mortgaged Property may be situated, sales in such counties may be conducted in any order that the Trustee may deem expedient; and any one (1)or more of such sales may be conducted in the same month,. or in successive or different months, as the Trustee may deem expedient. If default is made hereunder, the holder of the Indebtedness or any part thereof on which the payment is delinquent shall have the option to proceed as if under a full foreclosure, conducting the sale as herein provided without declaring the entire Indebtedness due, and if sale is made because of default of an installment, or a part of an installment, such sale may be made subject to the unmatured part of the Note and the Indebtedness; and such sale, if so made, shall not in any manner affect the unmatured part of the Indebtedness, but as to such unmatured part, this Deed of Trust shall remain in full force and effect as though no sale had been made under the provisions of this paragraph. Any number of sales may be made hereunder without exhausting the right of sale for any unmatured part of the Indebtedness secured hereby. 7.8. Remedies Cumulative, Concurrent and Non-Exclusive. Trustee and Beneficiary shall have all rights, remedies and recourses granted in the Security Documents and available at law or equity(including specifically those granted by the Uniform Commercial Code in effect and applicable to the Mortgaged Property LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 14 or any portion thereof)and the same (a)shall be cumulative and concurrent, (b)may be pursued separately, successively or concurrently against Grantor, Maker, any Guarantor or others obligated under the Note, or against the Mortgaged Property,or against any one(1)or more of them at the sole discretion of Beneficiary, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, non-exclusive. 7.9. Release of and Resort to Collateral. Any part of the Mortgaged Property may be released by the Beneficiary without affecting, subordinating or releasing the lien, security interest and assignment hereof against the remainder. The lien, security interest and other rights granted hereby shall not affect or be affected by any other security taken for the same indebtedness or any part thereof. The taking of additional security,or the rearrangement,extension or renewal of the Indebtedness,or any part thereof,shall not release or impair the 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 lienholder; and this Deed of Trust, as well as any instrument given to secure any rearrangement,renewal orextension 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 is completely paid. 7.10. Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Grantor, Maker and/or Guarantor by any present or future laws exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default (except as may be provided for under the terms hereof) or of Beneficiary's or Trustee's election to exercise or the actual exercise of any right, remedy or recourse provided for under the Security Documents; (c) any right to appraisal or marshalling of assets or a sale in inverse order of alienation; (d) the exemption of homestead; and (e)the administration of estates of decedents, or other matter whatever 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 the Indebtedness out of the proceeds of sale of the Mortgaged Property in preference to every other person and claimant whatever(only reasonable expenses of such sale being first deducted). 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 34 of the Business and Commerce Code of the State of Texas pertaining to the rights and remedies of sureties. 7.11. Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under the Security Documents and shall thereafter elect to discontinue or abandon the same for any reason, Beneficiary shall have the unqualified right so to do and, in such event, Grantor and Beneficiary shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and power of Beneficiary shall continue as if same had never been invoked. 7.12. Application of Proceeds; Deficiency Obligations; Limitation on Liability. The proceeds of any sale of, and the rents and other income generated by the holding, leasing, operating or other use of, the Mortgaged Property shall be applied by Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority: (a) first, to the payment of the cost and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, maintaining, repairing, improving and selling the same, including, without limitation (i) reasonable Trustee's fees and receiver's fees, (ii)costs of advertisement, (iii)reasonable attorneys'and accountants'fees, (iv) court costs, and (v) payment of any and all Impositions and prior liens, security interests or other rights, titles or interest on the Mortgaged Property (without in any way implying Beneficiary's prior consent to the creation thereof); (b) second, to the payment of all amounts, other than the principal amount of the Indebtedness secured hereby and accrued but unpaid interest which may be due to the Beneficiary under the Security Documents, together with interest thereon as provided therein; (c)third, to the payment of all accrued but unpaid interest due on the Note; (d) fourth, to the payment of the principal amount outstanding on the Note in inverse order of maturity; (e)fifth, to the payment of any indebtedness or obligation secured by a subordinate deed of trust or security interest on the Mortgaged Property;and(f)sixth,to Grantor,Maker,Guarantor and any other party LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 15 liable on the Indebtedness and the Obligations shall be liable for any deficiency remaining in the Indebtedness and Obligations subsequent to any sale referenced in this section. 7.13. Prepayment. If, following the occurrence of any Event of Default and an acceleration of the Indebtedness secured hereby, but prior to the sale of the Mortgaged Property, Grantor or Maker shall tender to Beneficiary payment of an amount sufficient to satisfy the entire Indebtedness secured hereby, such payment shall be deemed to be a voluntary prepayment under the Note and, accordingly, Grantor and Maker shall also pay to Beneficiary the premium (if any) then required under the Note in order to exercise the prepayment privilege contained therein. 7.14. Purchase by Beneficiary. Beneficiary shall have the right to become the purchaser at the sale of the Mortgaged Property hereunder pursuant to any other means and shall have the right to be credited on the amount of its bid therefor all of the Indebtedness and Obligations due and owing as of the date of such sale. 7.15. Disaffirmation of Contracts. The purchaser at any Trustee's or foreclosure sale hereunder may disaffirm any easement granted, or rental, lease or other contract made in violation of any provisions of this Deed of Trust and may take immediate possession of the Mortgaged Property free from, and despite the terms of, such grant of easement and rental, lease or other contact. ARTICLE VIII CONDEMNATION (a) Condemnation Proceeds. Beneficiary shall be entitled to receive any and all sums which may be awarded or become payable to Grantor for the condemnation of the Mortgaged Property or any part thereof, for public or quasi-public use, or by virtue of private sale in lieu thereof, and any sums which may be awarded or become payable to Grantor for damages caused by public works or construction on or near the Mortgaged Property. All such sums are hereby assigned to Beneficiary and Grantor shall, upon request of Beneficiary,make,execute,acknowledge and deliver any and all additional assignments and documents as may be necessary from time to time to enable Beneficiary to collect and receipt for any such sums. Beneficiary shall not be, under any circumstances, liable or responsible for failure to collect, or exercise diligence in the collection of, any of such sums. Any sums received by Beneficiary as a result of condemnation shall be applied to installments on the Indebtedness in inverse order of maturity. ARTICLE IX SECURITY AGREEMENT 9.1. Security Interest. This Deed of Trust shall be construed as a deed of trust on real property, and it shall also constitute and serve as a security agreement on personal property within the meaning of,and shall constitute until the grant of this Deed of Trust shall terminate as provided in Article II hereof, a pledge and assignment and a first lien security interest under the Uniform Commercial Code(being Chapter 9 of the Texas Business and Commerce Code as to the property within the scope thereof and situated in the State of Texas)with respect to the Personalty,Fixtures,Leases and Rents. Grantor has GRANTED,BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER unto Trustee (acting as both a trustee and agent for the Beneficiary under the terms hereof)a security interest in and to all of Grantor's right, title and interest in, to and under the Personalty, Fixtures, Leases and Rents in trust, to secure the full and timely payment of the Indebtedness secured hereby and the full and timely performance and discharge of the Obligations. Upon an Event of Default,Grantor shall gather all of the Mortgaged Property which is Personalty at a location designated by the Beneficiary for sale pursuant to the terms hereof. The security interest herein granted shall be subordinate only to that certain security interest created in the Prior Deeds of Trust (as hereinafter defined). LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 16 9.2. Financing Statements. Grantor shall execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may, from time to time,consider reasonably necessary to create, perfect and preserve Beneficiary's security interest herein granted and Beneficiary may cause such statements and assurances to be recorded and filed at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Pursuant to the Texas Business and Commerce Code, this Deed of Trust shall be effective as a financing statement filed as a fixture filing from the date of its filing for record covering the Fixtures and Personalty. The address of Grantor, as debtor, and Beneficiary, as secured party, are as set forth herein. The above-described goods are or are to become fixtures related to the Land and Improvements of which Grantor is the record title owner. 9.3. Uniform Commercial Code Remedies. Trustee and Beneficiary shall have all the rights, remedies and recourses with respect to the Personalty, Fixtures, Leases and Rents afforded a secured party by the aforesaid Uniform Commercial Code in addition to, and not in limitation of, the other rights, remedies and recourses afforded by the Security Documents and at law. 9.4. No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee-in-possession of the Mortgaged Property, to obligate Trustee or Beneficiary to operate the Mortgaged Property or attempt to do the same, or take any action, incur expenses or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. ARTICLE X CONCERNING THE TRUSTEE 10.1. No Liability. Trustee shall not be liable for any error of judgment or act done by Trustee, or be otherwise responsible or accountable under any circumstances whatsoever. Trustee shall not be personally liable in case of entry by him or anyone acting by virtue of the powers herein granted him upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder or believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay compensation due to the Trustee hereunder and reimburse Trustee for and save and hold him harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by him in the performance of his duties. 10.2. Retention of Monies. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for purposes for which they were received, but need not be segregated in any manner from any other monies (except to the extent required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. 10.3. Successor Trustees. Trustee may resign by giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this Deed of Trust or shall fail or refuse to exercise the same when requested by Beneficiary so to do or if for any reason and without cause Beneficiary shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, or any prior successor or substitute trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to ail the estate, rights, powers and duties of the aforenamed Trustee. 10.4. Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed of conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein;but,nevertheless,upon the written request of Beneficiary or his successor trustee,the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee, upon the trust herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 17 shall duly assign, transfer and deliver any of the property and monies held by the Trustee to the successor trustee so appointed in its or his place. 10.5. Performance of Duties by Agents. Trustee may authorize one (1) or more parties to act on his behalf to perform the ministerial functions required of him hereunder, including without limitation, the transmittal and posting of any notice. ARTICLE XI MISCELLANEOUS 11.1. Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and the consummation of the loan called for therein and shall continue in full force and effect until the Indebtedness secured hereby shall have been paid in full. 11.2. Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purposes of the Security Documents, to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically, without limitation, any renewals, additions, substitutions, replacements or appurtenances to the Mortgaged Property, and to complete, execute, record and file any document or instrument necessary to place third parties on notice of the liens and security interests granted under the Security Documents. Grantor hereby irrevocably appoints Trustee and Beneficiary as its agents to execute and deliver all such instruments and additionally to record and file any of the same as may be necessary if Grantor fails to promptly do the same upon request by Beneficiary. 11.3. Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges. 11.4. Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing and shall be considered as properly given if mailed by registered or certified United States mail, postage prepaid,or by delivering the same in person to the intended addressees or by prepaid telegram;provided,however,that notice regarding any proposed foreclosure sale shall be given pursuant to Paragraph 7.4 hereof. Notice so mailed shall be effective and deemed received forty-eight (48) hours after being deposited in a post office or other official depository under the care and custody of the United States Postal Service. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of the parties shall be as set forth in Paragraph 1:1(a) hereof and the opening recital herein; provided, however, that Grantor and Beneficiary shall have the right to change their address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' notice to the other party in the manner set forth hereinabove. 11.5. No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of the same or of any other term, provisions or condition thereof, and Trustee or Beneficiary shall have the right at anytime, from time to time thereafter, to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions. 11.6. Beneficiary's Right to Pay Indebtedness and Pay Obligations. If Maker,Grantor or any other party shall fail, refuse or neglect to make any required payment of the Indebtedness secured hereby or perform any of the Obligations required by the Security Documents, then at anytime thereafter and without notice or demand upon Maker, Grantor or any other party, and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of the same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor and shall have the right to enter upon the Mortgaged Property for such purpose and to take all such action thereon with respect to the Mortgaged Property as it may deem necessary or appropriate. Grantor shall be obligated to LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 18 repay Beneficiary for all sums advanced by it pursuant to this Paragraph 11.6 or by reason of any other provision of the Security Documents. All sums paid by Beneficiary pursuant to this Paragraph 11.6 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum legal contract rate of interest that Beneficiary may charge Grantor from the date of such payment or expenditure shall constitute additions to the Indebtedness and Obligations,shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand. 11.7. Covenants Running with the Land. All obligations contained in the Security Documents are intended by the parties to be and shall be construed as covenants running with the Mortgaged Property. 11.8. Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their respective successors, assigns, heirs and legal representatives and all other persons claiming by, through or under them. 11.9. Severability. The Security Documents are intended to be performed in accordance with,and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable,neither the remainder of the instrument in which such provisions is contained nor the application of such provision to other persons or circumstances or other instruments referred to hereinabove shall be affected thereby, but rather,the same shall be enforced to the greatest extent permitted by law. 11.10. Controlling Agreement. All agreements between Grantor and Beneficiary, whether now existing or hereafter arising and whether written or oral,are hereby limited so that in no contingency,whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to Beneficiary exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to Beneficiary in excess of the maximum lawful amount, the interest payable to Beneficiary shall be reduced to the maximum amount permitted under applicable law;and if from any circumstance Beneficiary shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount,an amount equal to any excessive interest shall be applied to the reduction of the principal of the Indebtedness secured hereby and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Indebtedness secured hereby,such excess shall be refunded to Grantor. All interest paid or agreed to be paid to Beneficiary shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal so that the interest on the Indebtedness secured hereby for such full period shall not exceed the maximum amount permitted by applicable law. This section shall control all agreements between Grantor, Maker and Beneficiary. 11.11. Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof,and all prior agreements relative thereto which are not contained herein or therein are terminated. The Security Documents may be amended,revised, waived,discharged, released or terminated only by a written instrument or instruments executed by the party against which enforcement of the amendment, revision,waiver,discharge,release or termination is asserted. Any alleged amendment,revision,waiver,discharge,release or termination which is not so documented shall not be effective as to any party. 11.12. Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. 11.13. Applicable Law and Uniform Commercial Code. THE SECURITY DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THE STATE OF TEXAS. All terms used herein which are defined in the Texas Business and Commerce Code shall be used with the definition therefor in said Texas Business and Commerce Code. 11.14. Leasehold Mortgage. LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 19 (a) Grantor agrees with Beneficiary at all times fully to perform and comply with all covenants, warranties, representations and other obligations imposed upon or assumed by Grantor as Tenant or otherwise under the Ground Lease. In this regard, Grantor hereby grants to Beneficiary the absolute and immediate right to enter upon the leasehold estate granted by the Ground Lease to such extent and as often as Beneficiary, in its opinion, deems necessary or desirable in order to prevent or cure any failures by Grantor to perform its obligations under the preceding sentence. However, Beneficiary shall have no obligation to cure defaults under the Ground Lease. Any sums advanced by Beneficiary to cure defaults by Grantor under the Ground Lease or to protect or preserve the validity or priority of Beneficiary's lien thereon shall become part of the Indebtedness hereby secured, shall bear interest from the date advanced until repaid at the maximum lawful rate of interest permitted under the law applicable to the Indebtedness and shall be payable upon demand. Grantor shall immediately notify Beneficiary in writing of any notice which it receives from the Landlord under the Ground Lease advising that Grantor is in default or that an event has occurred which,with the passage of time or otherwise,would constitute a default by Grantor under the Ground Lease. Grantor warrants to Beneficiary that it has received no such notice as of the date hereof and has no knowledge of any default by it under the Ground Lease. (b) Grantor agrees that it will not without Beneficiary's prior written consent, terminate, cancel, surrender, modify or amend the Ground Lease in any respect, or permit the fee title to the real property demised by the Ground Lease, and the leasehold estate so created to merge, but rather the said fee title and the said leasehold estate shall always be separate and distinct. (c) From time to time, upon request by Beneficiary, Grantor agrees to use its best efforts to obtain from the Landlord under the Ground Lease a written estoppel certificate concerning matters relating to the Ground Lease which Beneficiary may reasonably request. (d) If there shall be filed by or against the Landlord under the Ground Lease a petition under the United States Bankruptcy Code, Grantor hereby unconditionally assigns, transfers and sets over to Beneficiary all of Grantor's claims and rights to the payment of damages arising from any rejection of the Ground Lease by the Landlord. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all the Indebtedness and Obligations secured hereby shall have been satisfied and discharged in full. 11.15. Impositions and Insurance Escrow. To implement the provisions of Paragraph 4.4 and Paragraph 4.6 hereof, Grantor, at Beneficiary's request, shall pay to Beneficiary, on the first day of each month until payment in full of the Indebtedness secured hereby and the Obligations, one-twelfth (1/12th)of the sum of: (a)the annual Impositions (estimated wherever necessary)to become due for the tax year during which such payment is so directed: and (b) the insurance premiums for the same year for those insurance policies as are required hereunder. If Beneficiary determines that any amounts theretofore paid by Grantor are insufficient for the payment in full of such Impositions and insurance premiums, Beneficiary shall notify Grantor of the increased amounts required to provide a sufficient fund, whereupon Grantor shall pay to Beneficiary within thirty (30)days thereafter the additional amount so stated in the Beneficiary's notice. The Escrowed Sums may be held by Beneficiary in non-interest bearing accounts and may be commingled with Beneficiary's other funds. Upon assignment of this Deed of Trust, Beneficiary shall have the right to pay over the balance of the Escrowed Sums then in its possession to its assignee, whereupon the Beneficiary and Trustee shall then become completely released from all liability with respect thereto. Upon payment of the Indebtedness secured hereby and performance of the Obligations,or at such earlier time that Beneficiary may elect, the balance of the Escrowed Sums in its possession may be paid over to Grantor, and no other party shall have any right or claim thereto. If an Event of Default shall have occurred and the continuing hereunder, however, Beneficiary shall have the additional option of applying the full amount of the Escrowed Sums against the Indebtedness secured hereby. Notwithstanding anything to the contrary contained in this Paragraph 11.15 or elsewhere in this Deed of Trust, Beneficiary hereby agrees not to request Grantor to pay to Beneficiary any of the Escrowed Sums described in this Paragraph 11.15 as long as an Event of Default has not occurred. LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT•Page 20 11.16. Headings and General Application. The article, paragraph and subparagraph entitlements hereof are inserted for convenience of reference only and shall in no way affect, modify or define, or be used in construing, the text of such article, paragraph or subparagraph. If the text requires, words used in the singular shall be read as including the plural, and pronouns of any gender shall include all genders. 11.17. Sole Benefit. This instrument and the other Security Documents have been executed for the sole benefit of Grantor, Maker, Guarantor and Beneficiary and the heirs, successors, assigns and legal representatives of Beneficiary. No other party shall have rights thereunder nor be entitled to assume that the parties thereto will insist upon strict performance of their mutual obligations hereunder, any of which may be waived from time to time. Grantor, Maker and Guarantor shall have no right to assign any of their rights under the Security Documents to any party whatsoever, including the right to receive advances under the Note or otherwise. 11.18. Subrogation. If any or all of the proceeds of the Indebtedness or the Obligations have been used to extinguish,extend or renew any indebtedness heretofore existing against the Mortgaged Property or to satisfy any indebtedness or obligation secured by a lien or encumbrance of any kind (including liens securing the payment of any Impositions); such proceeds have been advanced by Beneficiary at Grantor's request,and,to the extent of such funds so used,the Indebtedness and Obligations in this Deed of Trust shall be subrogated to and extend to all of the rights, claims, liens, titles and interests heretofore existing against the Mortgaged Property to secure the indebtedness or obligation so extinguished,paid,extended or renewed, and the former rights,claims,liens,titles and interest, if any,shall not be waived, but rather shall be continued in full force and effect and in favor of Beneficiary and shall be merged with the lien and security interest created herein as cumulative security for the repayment of the Indebtedness secured hereby and satisfaction of the Obligations. 11.19. Environmental Provisions. A. Grantor covenants that: (a) no substances, including without limitation, asbestos or any substance containing asbestos and deemed hazardous under any Hazardous Material Law(as defined below), the group of organic compounds known as polychlorinated biphenyls, flammable explosives, radioactive materials,chemicals known to cause cancer or reproductive toxicity, pollutants, effluents,contaminants, emissions or related materials and any items included in the definition of hazardous or toxic waste, materials or substances ("Hazardous Materials") under any law relating to environmental conditions and industrial hygiene, including,without limitation,the Resource Conservation and RecoveryAct of 1976("RCRA"),42 U.S.C.§6901 et sem., the Comprehensive Environmental Response, Compensation and Liability Act of 1980("CERCLA"),42 U.S.C.§§9601-9657,as amended by the Super-fund Amendments and Reauthorization Act of 1986 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C.§6901,et seq.,the Federal Water Pollution Control Act,33 U.S.C.§§1251 et sem.,the Clean Air Act, 42 U.S.C. §§741 et seq., the Clean Water Act, 33 U.S.C. §7401, the Toxic Substances Control Act, 15 U.S.C. §§2601-2629, the Safe Drinking Water Act, 42 U.S.C. §§300f-300j, and all similar federal, state and local environmental statutes, ordinances and the regulations, orders, decrees now or hereafter promulgated thereunder (collectively, the "Hazardous Material Laws"), shall be installed, used, generated, manufactured, treated, handled, refined, produced,processed, stored or disposed of, or otherwise present in, on or under the Mortgaged Property; (b) no activity shall be undertaken on the Mortgaged Property which would cause (i) the Mortgaged Property to become a hazardous waste treatment, storage or disposal facility within the meaning of, or otherwise bring the Mortgaged Property within the ambit of RCRA or any Hazardous Material Law, (ii) a release or threatened release of Hazardous Material from the Mortgaged Property within the meaning of, or otherwise bring the Mortgaged Property within the ambit of CERCLA or SARA or any Hazardous Material Law, or (iii) the discharge of Hazardous Material into any watercourse, body of surface or LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 21 subsurface water or wetland,or the discharge into the atmosphere of any Hazardous Material which would require a permit under any Hazardous Material Law; (c) no activity shall be undertaken with respect to the Mortgaged Property which would cause a violation or support a claim under RCRA, CERCLA, SARA or any Hazardous Material Law; and (d) no underground storage tanks or underground deposits shall be located on the Mortgaged Property. B. Grantor shall immediately advise Beneficiary in writing of; (a) any governmental or regulatory actions instituted or threatened under any Hazardous Material Law affecting the Mortgaged Property; (b) all claims made or threatened by any third party against Grantor or the Mortgaged Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Material; (c) the discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged property that could cause the Mortgaged Property to be classified in a manner which may support a claim under any Hazardous Material Law; and (d) the discovery of any occurrence or condition on the Mortgaged Property or any real property adjoining or in the vicinity of the Mortgaged Property which could subject Grantor or the Mortgaged Property to any restrictions on ownership, occupancy, transferability or use of the Mortgaged Property under any Hazardous Material Law. C. Beneficiary may elect to join and participate in any settlements, remedial actions, legal proceedings or other actions initiated in connection with any claim under any Hazardous Material Law and to have its reasonable attorneys'fees paid by Grantor. At its sole cost and expense,Grantor agrees when applicable or upon request of Beneficiary to promptly and completely cure and remedy every violation of a Hazardous Material Law caused by Grantor or existing on or because of the Mortgaged Property and to promptly remove all Hazardous Materials on the Mortgaged Property and to dispose of the same as required by Hazardous Material Laws or by Beneficiary. D. Beneficiary(by its officers,employees and agents)at anytime and from time to time may contract for the services of persons (the "Site Reviewers") to perform environmental site assessments("Site Assessments")on the Mortgaged Property for the purpose of determining whether there exists on the Mortgaged Property any environmental condition which could reasonably be expected to result in any liability,cost or expense to the owner,occupier or operator of the Mortgaged Property arising under any of the Hazardous Material Laws relating to Hazardous Materials. The Site Reviewers are hereby authorized to enter upon the Mortgaged Property for purposes of conducting Site Assessments. The Site Reviewers are further authorized to perform both above and below the ground testing for environmental damage or the presence of Hazardous Materials on the Mortgaged Property and such other tests on the Mortgaged Property as may be necessary to conduct the Site Assessments in the reasonable opinion of the Site Reviewers. Grantor agrees to supply to the Site Reviewers such historical and operational information regarding the Mortgaged Property as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments and will make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. The results of Site Assessments shall be furnished to Grantor upon request. The cost of performing such Site Assessments shall be paid by Grantor. E. Grantor shall indemnify,defend and hold harmless Beneficiary,its directors,officers, employees, agents, successors and assigns from and against: LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT -Page 22 (a) any loss,liability,damage,cost,expense or claim arising from the imposition or recording of a lien, the incurring of costs of required repairs, clean-up or detoxification and removal under any Hazardous Material Law with respect to the Mortgaged Property, or liability to any third party in connection with any violation of a Hazardous Material Law; (b) any other loss, liability, damage, expense or claim which may be incurred by or asserted against Grantor directly or indirectly arising from the presence on or under, or the discharge, emission or release from the Mortgaged Property into or upon the land, atmosphere, or any watercourse, body of surface or subsurface water or wetland, arising from the installation, use,generation,manufacture,treatment,handling,refining, production, processing,storage,removal,clean-up or disposal of any Hazardous Material whether or not caused by Grantor; (c) loss of value of the Mortgaged Property as a result of any such lien, clean- up, detoxification, loss, liability, damage, expense or claim or a failure or defect in title occasioned by any Hazardous Material or Hazardous Material Law; and (d) all foreseeable and unforeseeable incidental and consequential damages. 11.20. Business or Commercial Purpose. Grantor warrants that the extension of credit evidenced by the Note secured hereby is solely for business or commercial purposes, other than agricultural purposes. The Grantor further warrants that the credit transaction evidenced by the Note is specifically exempted under Regulation Z issued by the Board of Governors of the Federal Reserve System and Title I (Truth-in-Lending Act) of the Consumer Credit Protection Act and that no disclosures are required to be given under such regulations and federal laws in connection with the above transaction. EXECUTED as of the day and year first above written. GRANTOR: APIAQ LIMITED PARTNERSHIP, a Texas limited partnership By: CIDEMA CORPORATION, a Texas corporation, its general partner �l r By: 1fr Gary W. Haviener, President ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned, a Notary Public in and for the State of Texas, on this day personally appeared Gary W. Havener, President of Cidema Corporation, a Texas corporation, on behalf of APIAQ LIMITED PARTNERSHIP,a Texas limited partnership,known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of said corpora- tion as general partner on behalf of said limited partnership,and that he executed the same as the act of such corporation, as general partner, for the purposes and consideration therein expressed, and in the capacity therein stated. LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 23 GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2003. NOTARY PUBLIC, State of Texas GUARANTOR ACKNOWLEDGEMENT By executing this Agreement, Gary W. Havener, an individual, as a Guarantor of the Indebtedness evidenced by the Note, as set forth herein and in a Guaranty Agreement(the "Guaranty") dated January 26, 2000, hereby expressly agree (a) to all of the terms and provisions of this Agreement, (b) to the continuing validity of the Guaranty and all duties and obligations thereunder,(c)that his liability under the Guaranty shall not be reduced, altered, limited, lessened or in any way affected by the execution and delivery of this Deed of Trust by the parties hereto, and (d) that the Guaranty shall remain in full force and effect and enforceable in accordance with its terms. GARY W. AVENE THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the_day of , 2003, by Gary W. Havener, an individual. Notary Public in and for the State of Texas GUARANTOR ACKNOWLEDGEMENT By executing this Agreement, ,the of Antenna Products, Inc., a Delaware corporation, as a Guarantor of the Indebtedness evidenced by the Note and as set forth herein and in a Guaranty Agreement (the "Guaranty")dated January 26, 2000, hereby expressly agrees (a) to all of the terms and provisions of this Deed of Trust, (b) to the continuing validity of the Guaranty and all duties and obligations thereunder,(c)that its liability under the Guaranty shall not be reduced,altered,limited, lessened or in any way affected by the execution and delivery of this Agreement by the parties he and (d) that the Guaranty shall remain in full force and effect and enforceable in accordance with its terms. THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the day of 2003, by of Antenna Products, Inc., a Delaware corporation, on behalf of said corporation. Notary Public in and for the State of Texas LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 24 PARTICIPANT ACKNOWLEDGEMENT By executing this Agreement, Gary W. Havener, an individual, as the participant owner (the "Participant") of an undivided participation in the loan evidenced by the Note as set forth herein, and of the Security Documents, as described herein, as applicable to the Indebtedness evidenced by the Note and described herein, pursuant to that certain Participation Agreement by and between the Participant and the Beneficiary,dated ,2003(the"Participation Agreement"),hereby expressly agrees (a) to all of the terms and provisions of this Deed of Trust, and (b) that the Participation Agreement shall remain in full force and effect and enforceable in accordance with its terms. GARY W. HAVENER THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the_day of 2003, by Gary W. Havener, an individual. Notary Public in and for the State of Texas ACKNOWLEDGEMENT OF PARTICIPATION AGREEMENT By executing this Agreement,Gary W.Havener,President of Cidema Corporation,a Texas corporation, as the general partner of and on behalf of APIAQ LIMITED PARTNERSHIP, a Texas limited partnership, acknowledges that the Note as set forth herein, and the Security Documents, as described herein,-as applicable to the Indebtedness evidenced by the Note and described herein, are subject to that certain Participation Agreement by and between the Gary W. Havener, an individual, and the Beneficiary, dated , 2003 (the "Participation Agreement"), and hereby expressly agrees that the Participation Agreement shall remain in full force and effect and enforceable in accordance with its terms. ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned, a Notary Public in and for the State of Texas, on this day personally appeared Gary W. Havener, President of Cidema Corporation, a Texas corporation, on behalf of APIAQ LIMITED PARTNERSHIP,a Texas limited partnership,known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of said corpora- tion as general partner on behalf of said limited partnership,and that he executed the same as the act of such corporation, as general partner, for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2003. NOTARY PUBLIC, State of Texas LEASEHOLD DEED OF TRUST AND SECURITY AGREEMENT-Page 25 06-09-03 08:ITam From-.REAL ESTATE 21022042:3 T-OOT ..009/053 F-093 caNT3%AQv C Ya(�a9a, FORT WORTH MEACHAM INTEP—NATIONAL AIRPORT UNREPROVED GROUND LEASE AGREEivfENT WITH TMi FROVENaNTS (LEASE SITE 44-N) This UNIMPROVED GROUND LEASE AGREEN ENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Ramon Guajardo, its duly authorized Assistant CityManager, and APIA.Q LE ETED PARTNERSHIP ("Lessee"), a Texas limited partnership, actino by and through Gary Havener, President of Ciderna Corporation, a Texas corporation and Lessee's General Parmer. WITNESSETH: That in consideration of the mutual covenants, promises and obligations contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by both Lessor and Lessee, the parties agree as follows: 1. PROPERTY LEASED. 1.1. Demised Premises. Lessor hereby demises to Lessee 200,797 square feet of unimproved land at Fort Worth Meacham International Airport ("Airport") identified as Tract A on Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes, and more commonly known as Lease Site 44-N (the "Premises"). 1.2. Additional Premises. Lessee shall have rights of first re5isal, as more specifically set forth in this Section 1.2, to lease those parcels of land at the Airport identified as Tract B and Tract C, which are depicted on Exhibit "A" hereof. Tracts B and C shall hereafter be referred to, either singularly, collectively or in any variation thereof, as the "Additional Premises" unless otherwise specified. 1.2.1. Tract B. From, the Effectivc Datc of this Lease until September 30, 2001, Lessee shall have a right of first refusal to lease an additional 25,785 sauare feet of unimproved land at the Airport identified as Tract B on Exhibit "A". As consideration for Lessee's right of first refilsal to lease Tract B, Les-zee shall pay Lessor the sum of One Hundred Dollars (S 100.00). Lessee may renew its right of first refusal to lease Tract B on an annual basis, commencing on October 1 of a given year and expiring Improved Ground Lease w:-i APIAQ Lir.uted?=.e-ship EX H;B1 T 9 06-09-03 08:1 Tam From-PEAL ESTATE 2102204258 T-00 P.010/053 F-093 September 30 of the following year, by (i) notifying Lessor in writing not less than. thirty (30) days nor more than one hundred twenty (120) days prior to the expiration of the one-year term of the then-current right of first refusal that Lessee wishes to renew its annual right of first refusal to lease Tract B and (ii) paying Lessor the sum of One Hundred Dollars (S 100.00); provided, however, that Lessee's right of first refusal to lease Tract B shall in no event extend past September 30, 2005. 1.2-2. Tract C. From the Effective Date of this Lease until September 30, 2001, Lessee shall have a right of first refusal to lease an additional 26,737 square feet of unimproved land at the Airport identiued as Tract C on Exhibit "A". As consideration for Lessee's right of first refusal to lease Tract B, Lessee shall pay Lessor the sum of One Hundred Dollars (5100.00). Lessee may renew its tight of first refusal to lease Tract C on an annual basis, commencing on October 1 of a given year and expiring September 30 of the following year, by (i) notifying Lessor in writing not less than thirty (30) days nor more than one hundred twenty(120) days prior to the expiration of the one-year term of the then-current right of first refusal that Lessee wishes to renew its annual right of first refusal to lease Tract C and (ii) paying Lessor the sum of One Hundred Dollars (S100.00); provided, however, that Lessee's right of first refusal to lease Tract C shall in no event extend past September 30, 2005. 1.2.3. Prerequisites for Exercise of First Richt of Refusal. Lessee's rights of first refusal to lease the Additional Premises are subject to (i) Lessor's advance written approval of such written plans and specifications and (ii) Lessee's reasonable assul-ance to Lessor that Lessee will commence construction of any approved development within twelve (12) months. If Lessor does not approve such plans and specifications or if Lessee does not give Lessor reasonable assurance that Lessee will commence construction of any approved development within twelve (12) months, Lessor shall be under no obligation to lease the Additional Premises to Lessee. Lessee's rights of first refusal to lease the Additional Premises are also subject to Lessee's advance provision to Lessor of written plans and specifications for the development of the Additional Premises. which plans and specifications shalt meet or exceed any proposed development for the Additional Premises or any portion thereof by a third party, as reasonably determined in good faith by Lessor in its sole discretion. If a third party submits a proposal to Lessor for developm-c-it of the Additional Premises or any portion thereof, Lessor shall notify Lessee in vv iting as soon as practicable and shall ve Lessee not less than thirty (30) days to submit its own proposal for development of the Additional Premises or any portion thereof. If(i) Lessee fails to submit such a proposal in accordance with Lessor's instruction3 or (ii) Lessee's proposal for development of the Additional Premises does not meet or exceed any proposed development for the Additional Premises or any portion thereof by a third party-, as reasonably determined in good faith by Lessor in its sole discretion, then L - Lnprovcd Ground Le-ase wit 2 _- . P[AQ Limited Pa.Tntrship 06-09-03 03:1 Tam From-REAL ESTATE 2102204233 T-00i P.011/053 F-093 shall be free to lease the Additional Premises to a third party and Lessee shall no longer have any rights in or to the Additional Premises. 1.2.4. Incorrooration into Premises. If the Additional Premises or any portion thereof are leased to Lessee pursuant to this Section 1.2, that unimproved land shall be added to, included and defined as part of the Premises for all purposes. 2. TERM OF LEASE. 2-1. Initial Term. The Initial Term of this Lease shall commence on the date of its execution ("Effective Date") and expire at 11:59 P.M. on September 30, 2030, unless terminated earlier as provided herein. This,term shall apply to the entirety of Lessee's Premises, whether leased as of the Effective Date or added to the Premises at a later date. 2.2 Renewals. If Lessee performs and abides by all provisions and conditions of this Lease, upon expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive rights to renew this Lease for two (2) additional successive terms of five (5) years each (each a "Renewal Term") at the rental rate for such building space at the Airport which, on the effective date of a Renewal Term, complies with the Schedule of Rates and Charles published by the City as to improved ground space at the Airport, and on terms and conditions that may be prescribed by Lessor at the time, if Lessor offers the Premises for lease; provided, however, that if Lesse. does not renew this Lease in writing for a first Renewal Term, Lessee will forgo its richt to lease the Premises for a second Renewal Term. In order to exercise its n'--hts to renew this Lease for a Renewal Term, Lessee shall notify the City in writing of its desire to renew this Lease no less than one hundred twenty (120) days and no more than one hundred eighty (180) days prior to the expiration of the term then in effect. 2.3. Holdover. If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this action will create a month-to-month tenancy_ Ln this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schcdule of Rates and Charges or sirilarly published schedule in effect at the time. Imp.ovcd Gmund Lcasc with 3 A-PIAQ Lirriitcd Pa.--tcrship 06-09-03 08:1 Tam From-HAL ESTATE 2102204253 T-OOT P.0 12/0 5-3 F-093 3. RENT. 3,7. Snnunj Rent fo, Premises. From the date that the first final certificate of occupancy is issued for a structure comprising all or any portion of the Mandatory Improvements until the following September 30, Lessee shall pay Lessor as annual rent for Tract A of the Premises the sum of Thirty-eight Thousand One Hundred Fifty-one and 43/100 Dollars (538,151.43), payable in monthly installments of Three Thousand One Hundred Seventy-nine and 29/100 Dollars ($3,179.29), which amount is based on Lessor's published Schedule of Rates and Charges ("Schedule of Rates and Charges") for unimproved Airport property, which as of the Effective Date of this Lease is 50.19 per square foot. In the event that the date of issuance of the first final certificate of occupancy for a structure comprising all or any portion of the Mandatory Improvements is a day other than the firsi (1st) day of a respective month, the first month's rental payment shall be prorated in accordance with the number of days remaining in that month_ Beginning on the October 1 immediately following the issuance of such certificate of occupancy, and on October 1 of each year thereafter, annual rent for the Premises shall be adjusted in accordance with Section 3.2. If additional Airport property is added as part of the Premises, including, but not limited to, the Additional Premises, Lessee shall pay additional annual rent for the added Premises in accordance with the rates established by the Schedule of Rates and Charges in effect at that time. 3.2. Rent Adjustments. Rent for the Premises shall be subject to an automatic increase on October 1st of each year, beginning October 1, 2001, to reflect the upward percentage change, if any, in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor agency during the ittimediately preceding twelve-month period ("CPI Change"); provided, however, that adjusted rental rates for the Premises shall not exceed the then-current rates prescribed by the Schedule of Rates and Charges for similar types of property at the Airport. If there is no CPI Change or the CPI Change is downward, the rental rate for the Premises shall remain constant until the following October 1st. In no event shall the rental rate for the Premises ever be adjusted downward_ 3.3. Pavrnent Dates and Late Fees. tilonthly rent payments are due on or before the first (1st) day of each month. Payments must be received during normal working hour, by the duc date at the location for Lessees Revenue Office set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment after the tenth (10tz) day of the month for which payment is due. Without limiting Lessor's termir_ation rizhts as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per montr_ on the entire balance of any overdue rent that Lessee may accrue, lnmroved Gro nd Lc:sc wish 4 AP1AQ Urriccd Parmcrship 08-09-03 08:ITam From-REAL ESTATE 21'722042=3 T-OOT P.013/053 F-093 4. UTILITLES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utilities service to all portions of the Premises and for all other related utilities expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay Ali costs and expenses for any extension, installation, maintenance or repair of any and all utilities serving the Premises, including, but not limited to, water, sanitary sewer, electric, gas and telephone utilities. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically-operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. S. NIAINTFENA`VCE AND REPAIRS. 5.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee will, at Lessee's sole cost and expense, make all repairs necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the maintenance of and repairs to all structures, including, but not limited to, doors, windows and roofs, and all fixtures, equipment, modifications and pavement on the Premises. Lessee shall be resporisible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and expense. Lessee agrees that, except as otherwise expressly provided herein, all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations, which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, ph:rnbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 5.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to seep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA"). In addition, Lessee agates that all imorove.-aents it makes at the Airport shall comply with all ADA requirements. Improvc-!G:ound L=c with 5 APIAQ Limited ?ai7mership 06-09-03 06:1Tam From-REAL ESTATE- 2102Z0e253 T-007 P.014/053 F-023 5.3. Inspection. 5.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shalt conduct during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least two (2)hours notice prior to inspection. 5.3.2. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing. Lcsse- agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a rea_sonablc time, considering the nature of the work to be done. If Lessee fails to begin the recommended maLitenance or repai:-s within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of[he maintenance or repairs, and such reimbursement will be due on the date of Lesscc's next monthly rent payment following completion of the maintenance or repairs. 5.33. During any inspection, Lessor may perform any obligations that Lessor is authorized or requited to perform under the terns of this Lease or pursuant to its governmental duties under federal state or local laws, rules or regulations. 53.4. Lessee will permit the Cirys Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintaiz in proper condition accessible fire extinguishers of a nurnbtr and type approved by the Fire Marshal or his or her authorized agents for t,c particular hazard involved. 5.4. Environmental Remediation. To the best of Lcssor's lmowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is 'ully advised of its own rights without reliance upon any representation made by Lessor concerning the environme,tal condition of the premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDL4 TION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STA -DARDS THAT LS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EiVTLOYPES, CONTRACTORS, SUBCONTRACTORS OR LYVITEES. Lessor shall be responsible for the remediation of any violation of any applicable f dcrai, tmprovcd Ground Lc-sc with 6 APIAQ Limited Parnerhip 06-09-03 08:1 Tam From-REAL ESTATE 210220425S T-OOT P.015/053 F-093 state or local environmental regulations that is caused by Lessor, its officers, agents, servants or employees. For any violation of any applicable federal, state or local environmental regulations that is caused by a contractor of Lessor (other than Lessee), a subcontractor, prior tenant or other third par„ Lessor shall be responsible for the remediation of the same or shall take all necessary steps to ensure that the person or entity causing such violation remediates the same. 5.5. Deposit_ On or before the Effective Date of this Lease, Lessee shall remit to Lessor in cash a rnaintenwice/damage deposit ("Deposit") of 53,179.29, which represents one (1) month's rent for the Premises at the current rate established by The Schedule of Rates and Charges. Unless Lessor terminates this Lease as provided by Section 14, Lessor will refund to Lessee any unused portion of the Deposit within thirty (30) calendar days following the date that Lessee vacates the Premises. Lessee agrees that if Lessor terminates this Lease for any non- payrrrent of rent, failure to construct the Mandatory Improvements in accordance with this Lease or other breach or default, as provided by Sections 14.1, 14.3 and 14.2 respectively, Lessor shall be entitled to retain the entire balance of the Deposit. as liquidated damages, and not as a penalty, for administrative costs associated with the termination process. Lessor and Lessee hereby agree that this amount is a reasonable approximation of the actual m daages that Lessor will incur as a result of the termination process. Assessment of such liquidated damages shall not serve as a waiver by Lessor to collect any other damages to which it may be entitled. 6. DA-MAGE OR DESTRUCTIOi\TO PRENUSES. In the event of fire or other casualty which damages or destroys all or any part of the Premises, the following provisions shall apply: 6.1. Coverage by Lessee's Insurance. Lessee's property insurance, as required by Section 11.1 of this Lease, shall be primary to any insurance on the Premises carried by Lessor and shall be used exclusively to repair or rebuild the damaged or destroyed portions of the Premises. Lessee shall be responsible for oversight of all repairs or reconstruction on and to the Premises:and shall repair or rebuild the damaged or destroyed portions of the,Premises to the size and standards that meet or exceed the size and standards of such portions of the Premises prior to the damage or destruction. All repair=d recomtruction activities carried out by or on behalf of Lessec shall be conducted in accordance with Sections 7.2 through 7.7 of this Lease. Improved Ground Lzsse With 7 A?IAQ Lim ted Parmcrship 06-09-03 06:1Sam, From-REAL ESTAT: 21022042:3 T-GOT P.01VO53 F-093 6.2. Premises Uninsured or Underinsured by Lessee_ If Lessee fails to carry adequate pronerty insurance in accordance with Section 11.1 of this Lease, Lessor, at Lessor's sole option, may (i) tenninate this Lease upon thirty (30) days' advance written notice to Lessee or (ii) repair or rebuild the Premises substantially to its former condition at Lessor's own cost and expense. If Lessor notifies Lessee in writing within thirty (30) days following the date of damage or dcstruction that Lessor intends to undertake the necessary repairs or reconstruction, and the damage or destruction does not render the affected portion of the Premises untenable, this Lease shall continue in effect without any rent abatement whatsoever so long as Lessor diligently commences the repairs or reconstruction within one hundred eighty (180) days from the date of the darnage or destruction. If the damage or destruction does render the affected portion of the Premises temporarily untenable, or Lessor does not commence the repairs or reconstruction within one hundred eighty (180) days from the date of the damage or destruction, then for the period of time between the date of damage or destruction and the date a certificate of occupancy is issued for the portion of the Premises that was rendered unrenantable, rent shall be proportionally reduced by the amount of square footage rendered untenantable. Upon the issuance of a certificate of occupancy and thereafter, rent shall comply with the Schedule of Rates and Charges in effect at the time as set forth in Section 3 as they apply to the Premises as improved by Lessor. In other words, if Lessee was paying an unimproved ground rate and, pursuant to this Section 6.2, Lessor repaired or rebuilt an aircraft hangar originally constructed by Lessee, then the subsequent rental rate would not be that for unimproved land, but rather that which applied to similar hangar space at the Airport at the time. 7. CONSTRliCTION AND Ili 1PROVEMENTS. 7.1. Mandatory improvements. Lessee covenants and agrees that it shall improve the Premises in accordance with the time fiarues, milestones, specifications and other conditions of Exhibit "B", attached hereto and made a part of this Lease for all purposes. Such improvements shall hereinafter be referred to as "Mandatory Improvements". Lessee shall diligently commence construction of such Mandatory Improvem—ents (i) witl-in six (6) months following the Effective Date of this Lease. Lessee shall filly comply with all provisions of this Section 7 in the performance of any such Mandatory Improvements. In the event that Lessee requests any changes to requests and Lessor approves EKhibir "B" prior to the completion of Cl !! improvements set forth therein, a revised Exhibit "B" signed by both Lessor and Lessee shall be attached to and made a part of this Lease. Lessor shall take title to the Mandatory Improvements upon the issuance of a final certificate of occupancy for the Mandatory Improvement;. Improved Ground Lc--sc rich 8 e APIAQ Limited P3raership 06-09-03 06:18am From-REAL ESTATE 2102204253 T-OOT P.0I7/0:3 F-093 7.2. Discretionary Improvements- Lessee may, at itc so!t dlscrttion, r^."rfo^n I2_cd:,E'catinns, reT_'_OV2tinng or improvements on the Premises in addition to those required by Section 7.1. However, Lessee may not initiate any kind of modification, renovation or improvement on or to the Premises unless it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Airport Systems Director or authorized representative ("Director"). Lessee covenants and agrees that it shall fully comply with all provisions of this Section 7 in the performance of any such discretionary modifications, renovations or improvements. Lessor shall take full title to any Discretionary Improvements on the premises upon the issuance of a certificate of occupancy for such improvements or, if a certificate of occupancy is not required for any given Discretionary Improvement, upon acceptance in writing by Lessor of such Discretionary Improvement. 7.3. Process for Approval of Plans. Lessee's plans for construction and improvements shall conform to the Airport's architectural standards and must also receive written approval from the City's Departments of Development, Engineering and Transportation/Public Works. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. S 7.4. Documents. Lessee shall supply the Di=rector with comprehensive sets of documentation relative to any modification, renovation, construction or improvement, including, at a minimum, as- built drawings of each project. As-built drawings shall be new drawings or redline changes to drawings previously provided to the Director. Lessee shall supply the textual documentation in computer format as requested by Lessor. 7.5. Bonds Required of Lessee. Prior to the commencement of any mandatory or discretionary modification, renovation, improvement or new construction, Lessee shall deliver to Lessor- a bond, executed by a corporate surety in accordance with Texas.Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions of this Lease, including, but not Iimited to, the satisfactory complerion of the respective modifications, renovations, construction projects or improvements, and(ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the performance of such modifications, renovations, construction projects or improvements. Improve Ground L—sc with 9 APIAQ Limited Partn=ership 06-09-03 08:18am From-REAL ESTATE 2102204258 T-OOT P.018/053 F-093 In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125% of the .full amount of each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to any imerest earned thereon. Cert;Ecates of deposit shall tro L-o^."'. ?_inanclal inStltl! icn in the Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the respective modifications, renovations, construction projects or improvements, or if claims are filed by third parties on grounds relating to such modifications, renovations, construction projects or improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or cemficate of deposit. 7.6. Bonds Required of Lessee's Contractors. Prior to the commencement of any modification, renovation, improvement or new construction, Lessee's respective contractor shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractor's contract for such modifications, renovations, improvements or new construction. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such modifications, renovations, improvements or new construction. The bonds shall guarantee (i) the faithful performance and completion of all cons-,Tuction work in accordance with the final plans and specifications as approved by the City and (ii) full payment for all wages for labor and services and. of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name to both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 7.5 shall apply. 7.7. Releases by Lessor Upon Completion of Construction Work. Lessor will allow Lessee a dollaz-for-dollar reimbursement from its cash deposit account or reduction of its claim upon Lessot's certificate of deposit upon (i), where Lessee serves as its own contractor, verification that Lessee has completed construction work or (ii), where Lessee uses a contractor, receipt of the contracto-s invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid, affidavits and waivers of liens. 8. USE OF PREINFISES. Lessee hereby agrees to use the Premises solely for aviation-related purposes only. Lessee may not provide fixed base operator services at the Airport without a valid Fixed Base Operator Permit issued by Lessor. Lessee is hereby prohibited from the provision, without limitation, of the followLzg concessions: ground transportation toF re::, or hire, including taxi and limousine service; food sales; barber and valet se:-vices; alcoholic beverage sales; sales of pilot supplies; newsstands; -.L Imp,ov---J Ground Lela,--.ah A [.. Q Limiccd Par crship 06-09-03 03:ISam From-REAL ESTATE 21022042"s: T-007 P.019/053 F-093 and gift and other retail shops. However, Lessee may install and operate vending machines on the Premises for use by Lessee and its employees. 9. SfQNS . Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain sibs on the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size, color,—location and manner of display of other sibs at the Airport. Lessee shall maintain all signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR Lessor hereby retains the following rights and reservariors: 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but.not limited to, the right to prevent Lessee from erecting or permitting, to be erected any building or other structure which, in the opinion of Lessor, would limit the usefltLness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or na%rigational aids used at the Airport. 10.2. Lessor reserdes the right to close teaporarily the Airport or any of its facilities for ' maintenance, improvements, safety or security of either t ne Airport or the public, or for any other cause deemed necessary by Lessor. In this event, Lessor shall use its best efforts to minirnize any business (:1i&-uption or damages to Lessee, but Lessor shall in no way be liable for any damages asserted by Lessee, including, but not liauted to, damages from an alleged disruption of Lessee's business operations. 103. This Lease shalt be subordinate to the provisions o:any existing or future agreement between Lessor and the United States Goverrunent which relates to the operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the development, maintenance or repair of Airpon, infrastructure. 10.4. During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the united States Government. In this event, any provisions of this instrument which are Inconsistent with th.c provisions of the lease to the Gove:rtrnent shall be suspended, Lessor shall not be Liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lcsse shall prevent Lessee from pursuing any rights it may have for reimb=sement from the United States Government. 10,5. Lessor covenants and agrees that duHng the term of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the tmprovd Ground Lcasc ML1 1 1 APIAQ U rt ced Parc;ershio 06-09-03 Oa:1Sam From-REAL ESTATE 21022042'2 TOOT P.020/053 F-093 Sponsor's Assurances given by Lessor to the United States Government thioug,h the Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances, 10.6. Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights-of-way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly owned property for the provision of utility services. 11. INSLRANCE. 11.1. des of Coverage and Limits. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified in this Section 11, naming the City of Fort Worth as an additional insured and covering all risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: • Property: Fire and Extended Coverage on all improvements on the Premises at full replacement cost limit; Commercial General Liability: S 1,000,000 per occurrence, including products and completed operations; • Automobile Liability: 51,000,000 per accident, including, but not limited to, coverage on any automobile used in Lessee's operations on the Premises; • Euvironmentai Impairment Liability: 5 1,000,000 per occurrence. In addition, Lessee shall be responsible for all ui sura7ce to construction, improvements, modifications or renovations to the Premises and for pe,-sonal property of its own or in its care, custody or control. Improvcd Ground Lose,. idi 12 APlAQ UrrU[CJ N-mcrship 06-09-03 oa:193n From-REAL ESTAT= 21022042:3 T-00T P.021/053 F-093 11..2. Adjustments to Required Coveracye and Limits. insurance requirements, inclz_,duig additional typPw of coverage andlnrreased !_i=ts on existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's operations at the Airport. Lessee will accordingly comply with such new requirements within thirty(30) days following notice to Lessee. 11.3. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby covenants and agrees that not less than thirty(30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. 11.4. Additional Requirements. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non- ' renewal or arnendrneri, shall be made without thirty (30) days' prior written notice to Lessor. 12. ENDEPENDENT CON-1-RACTOR It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontrrctors. Lessee further, agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and L:ssee. Improved Ground I.e..3se with 13 APIAQ Limited Pa=xTship 06-09-03 03:1gam F(om-REAL ESTATE 21022042 T-00? P.022/053 F-093 13_ LLABILrrY AND ZNDE:YINIFICATIOLN. LESSEE HEREBY ASSUMES ALL L)ABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPER TY DAMA GE AND/OR PERSONAL INJUR Y OF ANY KLND, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR N CONNECTION WITH ITS USE OF OR OPERATIONS ON THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE,-OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPRO VEMENTS THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SER VA NTS AND/OR E,,fPL0YEES. LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARIViLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SER RANTS AND EMPLOYEES, FROM 4ND AGAINST ANY AND ALL CLAMS OR LAWSUITS FOR .EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY K31-VD OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR ANY IAIPROVEM.ENTS THEREON, EXCEPT TO THE .EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANYY AND ALL INJURIES OR DAMAGES TO AIRPORT PR OPER T Y, THE PREMISES OR ANY LVPR 0 VEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION W17-H ANY AND ALL ACTS OR OMISSIONS OF LESSEE. ITS OFFICER', AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR rNTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA R.EGULATIO_NS. LESSEE SHALT. COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES LVPOSED BY THE FAA ON LESSOR OR LESS'E'E RESULTING FROAf LESSEE'S FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PRE ENT UNAUTHORIZED PERSONS OR PARTIES FROM THELR OBTAINTNG ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FRO,V THE PREMISES. L—provcd Ground Lose-;ch 14 A-?IAQ Li.:.iced P7rsershio 06-09-03 06:19am From-REAL ESTATE 2102204253 T-OOT P.023/053 F-093 14. TER-NnNATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 14.1. Failure by Lessee to Pav Rent- Pees or Other Charces. If Lessee fails to pay any rent, fees or oth::r charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10) calendar days. Lf Lessee fails to pay the balance outstanding within such time, Lessor shal! have the right to terminate this Lease immediately. 14.2. 13 reach or Default by Lessee. If Lessee commits any breach or defau]t other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the narure of such breach or default. Lessee shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach- If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately,, provided, however, that in the event such breach or default cannot reasonably be cured within thirty (30) calendar days following such written notice, Lessee shall not be in default if Lessee commences to cure, adjust or correct the problem within such thirty(30) day period and thereafter diligently and in good faith pursues such cure, adjustment or correction to conclusion. 14.3. Failure to Construct Maodatory Imorovements. If Lessee has not diligently commenced constzuction of the Mandatory Improvements to the Premises as set forth in Section 7.1 and Exhibit "B" within the timeframes specified therein, Lessor shall have the-:fight to terminate this Lease immediately upon written notice to Lessee. 14.4. Riohts of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, title to all improvements on the Premises that Lessor does not own pursuant to Sections 7.1 or 7.2 and all fixtures and other items artached to any structure on the Premises shall pas;.to Lessor. In addition, all rights, powers and privileges -anted to Lessee hereunder shall cease and Lessee shall vacate the Premises_ Within twenty (20) days following.the etSNtive date of terTnination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. Amer such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all paries and property remaining on any part of the Premises. Lessee agzees that it will assert no claim of any Idnd against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this trrrproved Ground Lc--,c with t 5 APIAQ Lirticed Parmcrsnip 06-09-03 08:19am From-REAL ESTATE Z10ZZ04Z53 T-OOT P.0Z4/053 F-093 Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights Wanted hereunder. 15. iyOTTCES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (i) hand-delivered to the ocher parry, its agents, employees, servants or reprLsentatives; or(ii) deposited in the United States Mail, postage prepaid, addressed as follows.- To ollows:To LESSOR: For Rent: For All Other Matters: City of Fort Worth Aviation Department Revenue Office 4201 N. Main Street, Suite 200 1000 Throckmorton Fort Worth, TX 76106-2749 Fort Worth, TX 76102 k To LESSEE: Mr. Gary Havener APIAQ Limited Partnership P.O. Box 121697 Fort Worth, TX 7 r6- 9 -7 tr l a! 16. ASSIGN-iVMNT AND SU-BLET1" NG. 16.1. In General. Lessee shall have the right to sublease all or ahy portion of the Premises to API Acquisition Corporation dlb/a The Upholstery Shop, Inc. with the understanding that (i) Lessee will continue to be liable to Lessor for performance of the obligations of Lessee under this Lease and (ii) such sublease may not grant rights that are greater than those granted to Lessee under this Lease. Otherwise, Lessee shall not assign, sell, convey, sublease or transfer any of its righv, privileges, duties or interests granted by this Lease without the advance written consent of Lessor, which consent shall not be unreasonably withheld or delayed. 16.2. Conditions of approved Assianwents and Subleases. If Lessor consents to any assigrnm�,nt or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assigiee or sublessee, and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if ;c had lmproved Ground Leasc widh 16 A?IAQ L:raiccd?aranerhipLAO 06-09-03 08:19am From-REAL ESTATE 2102204253 T-007 P.025/053 F-093 originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall rot relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges. 17. LEE,1S. 17.1. Liens by Lessee. Lessee acknowledges that it has no authority to engage in any act or to make any contract which may create or be tre foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discha of the same within thirty(30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' .written notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following terrni.nation of this Lease and until such a time as the lien is discharged. Notwithstanding the above, Lessee may contest any such lien and may satisfy this Section 17.1 by bonding around any such lien. 17.2. Landlord's Lien. IN ADDITION TO A1V1" APPLICABLE STATUTORY LANDLORD'S LIEN, CONCESSIONAIRE GRANTS TO THE CITY, 17Y ORDER TO SECURE PERFORMANCE BY CONCESSIONAIRE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, A SECURITY INTEREST IN ALL GOODS, INVENTORY, E O ULPMENT, FIX JPES, FURNITURE, IMPR O VEM,ENTS, CHATTEL PAPER, ACCOUNTS AND GENERAL EVTANGIBLES, AND OTHER PERSONAL PROPERTY OF CONCESSIONAIRE NOTV OR HEREAFTER SITUATED ON OR IN THE PRLWSES OR OTHERWISE RELATING TO CONCESSIONAIRE'S USE OF THE PREMISES, AND ALL PROCEEDS THEREFROM (THE "COLLATERAL'). IF THE CITY TERMINATES THIS AGREEMENT FOR A FAILURE BY CONCESSIONAIRE TO PAY THE CITY MONTHL Y COMP,ENSA TION OR FOR ANY 0 THER BREA CH OR DEFA UL T B Y CONCESSIONAIRE, THE CITY NIA Y, IN ADDITION TO ALL OTHER REMEDIES, IP=OUT NOTICE OR DEMAND EXCEPT AS PROVIDED BELOW, EXERCISE THE RIGHTS AFFORDED A SECURED PARTY UNDER THE TEXAS UNIFORM COMMERCIAL CODE ("UCC"). IN CONiVECTION WITH ANY PUBLIC OR PRIVATE SALE UNDER TILE UCC, THE CITY SHILL GIVE CONCESSIONAIRE FIVE CALENDAR DAYS' PRIOR WRITTEN NOTICE OF THE TIME AND PLACE OF ANY PUBLIC SALE OF THE COLL gTERAL OR OF THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER INTENDED DISPOSITION THEREOF IS TO BE MADE, JVRICH IS AGREED TO BE A REASONABLE NOTICE OF SUCH SALE O.R DISPOSITION. 18. TAKES AND ASSESSMENTS. rrnprovcd Ground Lcise with 17 A.°(AQ Limiccd?acme.ship 06-09-03 08:20 am From-�iEAI ESTATE 210220425o T-OOT P.026/053 F-093 Lessee agrees to pay any and all federal, sate or local taxes or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on too Prete'ses hy ':,essee as a result of its occupancy. Lessee also agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Lessor due to Lessee's use or occupancy of the Premises or property placed on the Premises by Lessee as a result of its occupancy, including, but not limited to, the Mandatory Improvements and any Discretionary Improvements_ 19. COMPLIANCE WITH LAWS, ORDINANCES. RULES AIND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor, all rules and regulations established by the Director of Airport Systems; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations, Lessee shall Lim-Mediately desist Eom and correct the violation. 20. ICON-DISCRIMINATION COVENAINT. Lessee, for itself, its personal representatives, successors in interest and assists, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial statL's_ Lessee farther agrees for itself, its personal representatives, successors in interest and assigns.that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race:, color, national origin, religion, handicap, sex, sexual orientation or familial status. Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. Ln addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non-Discrimination Lip. Federally Assisted P;ograrns of the Department of Transportation and with any amendments to this rep lation which nay herea-fter be enacted. Improved Ground L--se with 18 APIAQ tim:cd Parmership 05-09-03 03:20am From-REAL ESTATE 2102204253 T-007 P.027/053 F-093 If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 21. LICENSES AND PERINaTS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and pen-nits necessary for the operation of its operations at the Airport. 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER The failure of either party to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion_ 24. ' VENUE AJND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lin in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division_ This Lease shall be construed in accordance with the laws of the State of Texas_ 25. . ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain artorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lesso: and Lessee agree that the prevailing party shall be entitled to recover reasonable attorneys' fees and other reasonable expenses from the other party. 26. SEVERABILITY. improved Ground Leas=With 19 APIAQ Limi;_rd Par::ership 08-09-03 08:20am From-.REAL ESTATE 2102204Z38 T-007 P.028/053 F-093 If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or imoaired. 27. FORCE MAnURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not-be held liable for any delay in or omission of performance due to force majeuxe or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. 28. HEADTNGS NOT CONTROLLING. Heading and titles used in this Lease arc for reference purposes. only and shall not be deemed a pan of this Lease. 29. ENTMETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assi�t�s and successors in interest, as to the matters contained herein_ Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended u:-Jess agreed to in writing by both parties and approved by the City Council of Lessor. EL WITNESS REOF, the parties hereto have executed this Lease in multiples, this 13 day of d , 2000. [SIGNATliR.ES FOLLOW] Improvcd Gmu.nd Lc_sc .vi. 20 A21AQ Limi.cd P.^.rmcrsh;a Oo-0Q-03 08:Nam From—REAL ESTATE 2102204253 T-007 P.029/053 F-093 CITY OF FORT,' WORTH: A.PIAQ LEvTITED PART-NERSHIP, a Texas limited partnership: By. Cidema Corporation, a Texas corporation, its General Partner; By: By. Ramon Guajardo Gary W. 14avener Assistant City Manager President ATTEST: ATTEST: By: By. damf. City etary 0-1�00 APPROVED AS TO FORINI AIv'D LEGALITY: By. Assista"CityAey M &C: L-12873 3-22-00 Improvcd Ground Lerse uiLy Z 1 A.PIAQ Limned Pw=.ersF,ip G6-09-03 08:20arr, Fron-TEAL ESTATE 21022042:8 T-OOi "r.030/053 F-093 STATE OF TEXAS § COUNT`S OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Gary Havener, known to me to be the person whose name is subscribcd to the foregoing instrwnent, and acknowledged to me that the same was the act of Cidema Corporation, acting on behalf of APIAQ Limited partnership as its General Partner, and that he executed the same as the act of Cidema Corporation and APLAQ Limited Partnership for the purposes and consideration therein cxpress;,d and in the capacity therein stated. GIVEN UNDER MX HAND A_ti`D SEAL OF OFFICE t.`us day of 2000. HETTIE LANE �. No(rry PubIK,Stite o{Tebs nhy Comm;ssb Expvfts July 26,2003 ' Notary Public in and for the State of Texas STATE OF TEXAS § COUNTY OF TARRANT § BEFORE NE, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Ramon Guajardo, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he exccutcd the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity the,-C14 the,-C14st GNEN UNDER MY H_Aa\]D AND SEAL OF OFFICE this day of� 2000. Notary Public in r the State of Texas p'"�oe SARAH JANE ODLE NOTARY PUBIIC �- State of Texas tea`` Comm. zp.Ot 29 20(X2 Improved Ground L=c wily APIAQ Limited Pr--icrzhio 21022042== T-OOT ?.031/053 F-093 06-09-03 03:20am From-REAL ESTATE _ 7 o u o J l�y� �.n b c 2 � c ,• a- qa N y r 6 of �.- 3c - m r 7 _ U <2} r mb 3 C,:f \ J yF l ` 0- � r J v snl_s•"3-r- a ` fi TRACT "g• g 0,615 PC• S 755 S7 l o '=7 R � �I �+•a5 }•"� � a6.7 r' y -x.73 1 - � 3• � b � ? <�r p �n I �ti.u•�rt \� \ ��•aS C.a1� • ' ,+QCT -C?4 AC a �g I ; 66737 _ J EDIT $ PAGE 1 OF 5 R I 06-09-03 08:20zn From-REAL ESTATE�. 21O22od2 c T-OOT P.o32/053 F-093 Pago 1 PROPERTY DESCRIPTION TRACT "A' FORT'vvORT H MEs.CHAM INTERNATIONAL.AIRPORT 4.610 acres of land situated in the S. A. and M. G. Railroad Company Survey, Abstract No. 1464, Tarrant County, Texas and being a portion of Block 1, and Lot B-1, Meacham Airport, an addition to the City of Fort Worth,Texas as recorded in Cabinet A, Slides 2445-2447, Plat Records of Tarrant County, Texas, said 4.610 acres of land being more particularly described by metes and bounds using NAD. 27, Texas North Central Zone, State plane Coordinates and Bearings as follows: COMMENCING at the most easterty southeast comer of the aforementioned Lot B-1, in the westerly R.O.W. line of State Highway Spur No. 496 said southeast comer having State Plane Coordinates of X=2,043,854.08 and Y = 422,713.70 according to the aforementioned plat of Meacham Airport; THENCE North, a distance of 96.94 feet; THENCE West, a distance of 53.80 feet to a chain link fence post found at the most easterly southeast and BEGINNING comer of the hereinafter described tract of land, said fence post having State Plane Coordinates of X = 2,043,830.27 and Y= 422,810.40; THENCE South 80 degrees 27 minutes 07 seconds West, a distance of 1.17.61 feet to a chain link fence post found; THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 13.65 feet to a 112 inch iron rod with plastic cap stamped Landes &t Assoc. set(hereinafter all iron rods set are marked the same; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 137.13 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 14 minutes 22 seconds West, a distancs of 18.00 feet to a 1/2 inch iron rod set; THENCE South 81 degrees 45 minutes 33 seconds West, a distance of 414.54 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 10 minutes 20 seconds West, a distance of 134.50 feet to a 1/2 inch Iron rod set; THENCE South 81 degrees 45 minutes 38 seconds West, a distant_e of 275.30 feet to a 1/2 inch iron rod set; THENCE South 38 degrees 50 minutes 30 seconds West, a distance of 33.00 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 10 minutes 20 seconds West, a distance of 84.54 feet to a 1/2 inch iron rad set; THENCE South 55 degrees 55 minutes 18 sccands East, a distance of 31.55 feet to a 1/2 inch iron rod set; E)=IT "A" PAGE 2OF5 06-09-03 0S:21am From-REAL ESTATE 2102204t7c T-OOT P.033/053 F-093 Pago 2 THENCE North 81 degrees 45 minutes 38 seconds East, a distance of 275.29 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 10 minutes 20 seconds West, a distance of 130.00 feet to a 1/2 inch iron rod set; THENCE North 81 degrees 45 minutes 38 seconds East, a distance of 549.85 feet to a 1/2 inch iron rod set in a chain link.fence; THENCE South 29 degre—s 29 minutes 14 seconds East, along said fence, a distance of 328.59 feet to the PLACE OF BEGINNING and containing 200,797 square feet or 4.610 acres of land. See map of 3 tracts of land with even date prepared by James G. Ferguson, R.P.L.S. m 1955. A •-* �� JAMES O:F�"RGUSON �•-� 1958 � -'&sS��"o�sir�` EX�IT "A" PAGE 3 OF 5 t a A$00125 06-09-03 08:21 am From-REAL ESTATE 21022042:3 T-007 ?.034/053 F-093 Page 1 PROPERTY DESCRIPTION TRACT "B' FORT WORTH MEACHAM INTERNATIONAL-AIRPORT 0.615 of an acre of land situated in the S. A_ and M. G. Railroad Company Survey, Abstract No. 1464,�Tarrant County, Texas and being-a portion of Block 1, and Lot B-1, Meacham Airport, an addition to the City of Fort Worth, Texas'as recorded in Cabinet A, Slides 2445"2447, Plat Records of Tarrant County,Texas, said 0.615 of an acre of land being more particularly described by metes and bounds rising N.A.D. 27, Texas North Central Zone, State Plane Coordinztes and Bearings as follows: COMMENCING at the most easterly southeast comer of the aforementioned Lot B-1, in the westerty R_O.W, line of State High=way Spur No. 496, said southeast comer having State Plane Coordinates of X=2,043,884.08 and Y= 422,713.70 according to the aforementioned plat of Meacham Airport; THENCE North, a distance of 96.94 feet; THENCE West, a distance of 53.80 feet to a chain link fence post found; THENCE South 80 degrees 27 minutes 07 seconds West, a distance of 117.61 feet to a chain link fence post found; THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 13.65 feet to a 1/2 inch iron rod with plastic cap stamped Landes &Assoc. set(hereinafter all iron rods set are marked the same; THENCE South 81 degrees 45 minutes 33 seconds West, a distance of 137.13 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 14 minutes 22 seconds West, a distance of 18.00 feet to a 1/2 inch iron rod set; T HENCE South 81 degrees 45 minutes 38 seconds West, a distznce of 146.75 feet to a 1/2 inch iron rod set at the northeast and BEGINNING comer of the herein2Fter described tract of land, said iron rod having State Plane Coordinates of X= 2,043,432.77 and Y = 422,754.52; THENCE South 06 degrees 14 minutes 22 seconds East, a distance of 100.00 feet to a 1/2 inch iron rod set; THENCE South 81 degrees 45 minutes 33 seconds )Plest, a distance of 267.91 feet to a 1/2 inch iron rod set; T HENCL North 08 degrees 10 minutes 20 seconds West, a distance cf 100.00 feet to a 1/2 inch iron rod set; THENCE North 81 degrees 45 minutes 38 seconds East, a distanca of 267.79 feet to the PLACE OF BEGINNING and containing 26,785 sguara feet or 0.615 of an acre of land. o ,� rl-,00�1'25 See map of 3 tracts of land with even date S Go,s r •.�prepared by James G. Ferguson, R.P.LS. m 1956. °JAMES G_ F�tGUSONE)=IT "A" tsse PAGE 4 OF 5 �;°' ss�a''r2 06-09-03 03:21am 'From-REAL ESTATE 21022042,3 ?-007 P.037/053 P-093 Page 1 PROPERTY DESCRIPTION TRACT "(:,' FORT WORTH MEACHAIN INTERNATIONAL AIRPORT 0.614 of an acre of land situated in the S. A. and M. G. Railroad Company Survey, Abstract No. 1464, Tarrant County, Texas and being a portion of Block 1, and Lot B-1, Meacham Airport, an addition to the City of Fort Worth, Texas as recorded in Cabinet A, Slides 2445-2447, Plat Records of Tarrant Counfy;Texas, said 0.614 of an acre of land being more particuiarty described by metes and bounds using N.A_D. 27, Texas North Central Zone, State Plane Coordinates and Bearings as follows- COMMENCING at the most easterly southeast comer of the aforementioned Lot B-1, in the westerty R_O.VV. line of State Highway Spur No. 496, said southeast comer having State Plane Coordinates of X= 2,043,88.4.08 and Y = 422,713.70 according to the aforementioned plat of Meacham Airport; THENCE North, a distance of 96.94 feet; THENCE West, a distance of 53.80 feet to a chain link fence post found,- THENCE ound;THENCE North 29 degrees 29 minutes 14 seconds West, along a chain link fence, a distance of 328.49 feet to a 112 inch iron rod with plastic cap stamped Landes & Assoc. set (hereinafter all iron rods set are marked the same; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 282.42 feet to a 112 inch iron rod set at the southeast and BEGINNING comer of the hereinafter described tract of land, said southeast comer having State Plane Coordinates of X= 2,C43,389.14 and Y = 423,055.83 according to the aforementioned plat of Meacham Airport; THENCE South 81 degrees 45 minutes 38 seconds Wes;, a distance of 267.43 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 10 minutes 20 seconds`Vest, a distance of 100.00 feet to a 112 inch iron rod set; THENCE North 81 degrees 45 minutes 38 seconds East, a distance of 267.32 feet to a 1/2 inch iron rod set; THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 100.00 feet to the PLACE OF BEGINNING and containing 26,737 square feet or 0.614 of am acre of land; See map of 3 tracts of land with even date prepared by James G. Ferguson, R.P.L.S. M 1956. }S E)a-UBIT "A" :.................... PAGE 5 OF 5 JAMES G. FERGUM',1 ...................... Q L 2.A;;00126 06-09-03 06:21 am From-REAL ESTATE 2102204263 T-OOT P.036/053 F-093 -AUT NO. AMENDMENT NO. I TO CITY SECRETARY CONTRACT NO. 26292 UNrNIPROVED GROUND LEASE AGREEMENT � TH MIANDATORY T.M.? ntErIENTS This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 26292 ("Amendment") is made aid entered into.by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas acting by and through its duly--authorized Assistant City Manager, and A.PlAQ LIMITED PARTNERSHIP (".Lessee"), a Texas limited partnership acting by and through Gary Havener, President of Cidema Corporation, a Texas corporation and Lessee's General Partner. The following preliminary statements are true and correct and form the basis of this Amendment. A. Lessor and Lessee previously entered into an Unimproved Ground Lease Agreement ("Lease") for the lease of certain real property identified im the Lease ("Premises") at Fort Worth. Meacham International Airport ("Airport"). The Lease also grants Lessee rights of first refusal To lease additional parcels of land at the Airport ("Additional Premises"). The Lease is a public document on file in Lessor's City Secretary's Office as City Secretary Contract No. 26292. B. Lessee wishes io expand the size of the Premises so that Lessee may coastrdct additional imprdvements on the Premises. Accordingly, Lessor and Lessee wish to amend the Lease by adjusting the metes and bounds of the Premises and Additional Premises, the corresponding rent on the Premises and the scope of the Mandatory Lrnprovements, as defined in the Lease. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and Lessee agree as.follows: I. Secrion lof the Lease is hereby deleted in its entirety and rzplaced with the following: I. PROPERTY LEASED. 1.1. Demised Premises. Lessor hereby demises to Lessee 229,647 square feet of unimproved land at Fort Worth M-_acham International Airport ("Airport") identified as Tract A on Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes, and more commonly knovm as Lease Site 44-N (the "Premises"). Arnvidmcrtt No. I to CSC No. 26292 APPALirnycd Ground Lrshi with A?IAQ Limited Partnership 08-09-03 08:2lam From-REAL ESTATE 2102204233 T-007 P.037/053 F-093 1-2. AdditionaI Premises. Lessee shall have rights of first refusal, as more specifically set forth in this Section I.2, to lease those parcels of land at the Airport identified as Tract B and Tract C, which axe depicted on Exhibit "A" hereof. Tracts B and C shall hereafter be referred to, either singularly, collectively or in any variation thereof, as the "Additional Premises" unless otherwise specified. 1.2.1. Tract B. From the Effective Date of this Lease until September 30, 2001, Lessee shall have a right of fust refusal to lease an additional 15,894 square feet of unimproved land at the Airport identified as Tract B on Exhibit "A". As consideration for Lessee's right of first refusal to lease Tract B, Lessee shall pay Lessor the sum of One Hundred Dollars 0100.00). Lessee may renew its right of first refusal to lease Tract B on an annual basis, commencing on October 1 of a given year and expiring September 30 of the following year, by (i) notifying Lessor in writing not less than thirty (30) days nor more than one hundred twenty (120) days prior to the expiration of the one-year term of the then-current right of first refusal that Lessee wishes to renew its annual right of first refusal to lease Tract B and (ii) paying Lessor the stun of One Hundred Dollars (S100.00); provided, however, that Lessee's right of first refusal to lease Tract B shall in no event extend past September 30, 2005. 1.2.2. Tract C. From the Effective Date of this Lease until September 30, 2001, Lessee shall have a right of first refusal to lease an additional 15,106 square feet of unimproved land at the Airport identified as Tract C on Exhibit "A". As consideration for Lessee's right of First refusal to lease Tract C, Lessee shall pay Lessor the sum of One Hundred Dollars (S 100.00). Lessee may renew its right of first refusal to lease Tract C on an annual basis, commencing on October 1 of a given year'and expiring September 30 of the following year, by (i) notifying Lessor in writing not less than thirty (30) days nor more thar. one hun&cd twenry (120) days prior to the expiration of the one-year term of the then-current right of first refusal that Lessee wishes to renew its annual right of first refusal to lease Tract C and (ii) paying Lessor the sum of One Hundred Dollars (S 100.00); provided, however, that Lessee's right Ar;,-tdmcnt No. 1 to CSC No.26292 2 lmprovcd Ground Lust with APIAQ Limited Parmership �� 06-OS-O3 Oo:21am Frcm-REAL ESTATE 2102204253 T-OOT P.038/053 F-092 of first refusal to lease Tract C shall in no event extend past September 30, 2005. 1.2.3. Prcrequisites for Exercise of First Rigbt of Refusal. Lessee's rights of first refusal to lease the Additional Premises are subject to (i) Lessor's advance written approval of such written plans and specifications and (ii) Lessee's reasonable assurance-to Lessor that Lessee will commence construction of any approved development within twelve (12) months. If Lessor does not approve such plans and specifications or if Lessee does not give Lessor reasonable assurance tha[Lessee will commence construction of any approved development within twelve (12) months, Lessor shall be under no obligation to lease the Additional Premises to Lessee. Lessee's rights of first refusal to lease the Additional Premises are also subject to Lessee's advance provision to Lessor of written plans and specifications for the de*lopment of the Additional Premises, which plans and specifications shall meet or exceed any proposed development for the Additional Premises or any portioa thereof by a third party, as reasonably determined in good faith by Lessor in its sole discretion. If a third party submits a proposal to Lessor for development of the Additional Premises or any portion thereof, Lessor shall notify Lessee in writing as soon as practicable and shall give Lessee no[ less than thirty (30) days to subrnit its own proposal for development of the Additional Premises or any portion thereof. If(i) Lessee fails to submit such a proposal in accordance with Lessor's instructions or (ii) Lessee's proposal for development of the Additional Premises does not meet or exceed any proposed development for the Additional Premises or any portion thereof by a thud party, as reasonably determined in good faith .by Lessor in its sole discretion, then Lessor shall be free to lease the Additional Premises to a third party and Lessee shall no longer have any rights in or to the Additional Premises. 1..2.4. Incorporation into Premises. IT the Additional Premises or any portion thereof are leased to Lessee pursuant co this Section i.2, that unimproved land shall be added to, included and defined as pan of the Premises for all purposes. 2. Section 3.1 ("Annual Rent for Premises") is hereby deleted and replaced with the following: Amc.drncnt No. i to GSC No.26292 3 tmprovcd Ground Lcasc with AP[AQ Limiccd Partnership `�'r� U-09-03 08:21 am From-REAL ESTATE 2102204253 T-OOT P.039/053 F-093 3.1. Annual Rent for Premises. From the date ' at ,he c t f ..-s final ce..i..ca.., c, c.,cnpzncy is issued xor a structure comprising all or any portion of the Mandatory Improvements until the following September 30, Lessee shall pay Lessor as annual rent for Tract A of the Premises the sum of Forty-three Thousand Six Hundred Thirty-two and 93/100 Dollars ($43,632.93), payable in monthly installments of Thrcc Thousand Six Hundred Thirty-six and 08/100 Dollars (53,636.03), which amount is based on Lessor's published Schedule of Rates and Charges ("Schedule of Rates and Charges") for unimproved Airpon property, which as of the Effective Date of this Lcasc is 50.19 per square foot. In the event that the date of issuance of the first final certificate of occupancy for a structure comprising all or any portion of the Mandatory Improvements is a day other than the first (1st) day of a respective month, the first month's rental payment shall be prorated in accordance with the number of days remaining in that month Beginning on the October Iimmediately following the issuance of such certificate of occupancy, and on October 1 of each year thereafter, annual rent for the Premises shall be adjusted in accordance with Section 3.2 o.` this Lease. If additional Airport property is added as part of the Premises, including, but not limited to, the Additional Premises, Lessce shall pay additional annual rent for the added Premises in accordance with the rates established by the Schedule of Rates and Charges in effect at that time. 3. Exhibit "A-1", which describes the amended Premises and Additional Premises and is attached to this Amendment, shall replace and supersede Exhibit "A" of the Lease and become a part of the Lease for all purposes. Exhibit "B-1", which describes the revised scope of the Mandatory Improvements and is attached to this Amendment, shall replace and supersede Exhibit rB" of the Lease and become a part of the Lease for all purposes. 4. Any capitalized terms used in but not defLned by this Amendment shall have the same meanings provided by the Lease. S. All provisions and conditions of the Lease that are not expressly amended herein shalt remain in full force and effect. /IN WITNESS REOF, the parties hereto have exccstcd this Lease in multiples, this ay of`Mgt; 2001. [SIGNATURES FOLLOW] Amendment No. I to CSC No.26292 4 Improved Ground Lease wiUS AFIAQ Limited Putncrship 06-09-03 OS:22am From-REAL ESTATE 2102204233 T-007 P 040/053 F-093 CITY OF FORT WORTH: ApIAQ LL-N TIED PARTNERSHIP, a Texas limited partnership: By: Cidema Corporation, a Texas corporation, iu General Partner: By: By: kle . Name: Gary Havener Assistant City Manager Pcesident ATT T: ATTEST: By: By: ity Secre - �-� APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney M & C: C-18479 02-27-0I A-mc-ndment No. l to CSC No.26292 5 lnprovcd Ground Lcfsc with APLAQ Limited Partnership Z2am From-REAL ESTATE Z1022042-.3 T-OOi P.041/053 F-093 06-09-03 Oo: STATE OF TEXAS § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared .Gary Havener, known to me to be the person whose name is subscribed to the foregoing instrument, and'acknowledged to me that the same was the act of Ciderna Corporation, acting on behalf of APIAQ Limitcd Partnership as its General Partner, and that he executed the. same as the act of Cidema Corporation and A.PIA,Q Limited Partnership for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND A1�iD.SEAL OF OFFICE this day of , 2001. RHEA MOORE Not3ry Public-Sotc ofTcxu , i7 r`p' My Communion Exp;r= 'ery J��'� February 01, 2004 Notazy Public in and for the State of Texas S T ATE OF TEXAS § COUNTY OF TARRANT § 'BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally own to mm e to be the person whose nae is subscribed to the foregoing instrument, andxaclmowledged to me that the same was the act of the City of. Fort Worth and that he executed the same as the act of the City of Fort Wortb for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN CINDER MY 1-L-1%.ND AND SEAL OF OFFICE this s224_�y of 2001.. Notary Public in nd or the State of Texas v^�'L SARAH JANE ODLE NOTARY PUBLIC State o1 Texas Cor .Exp.01-29-2CC2 Ax=d n=No. 1 to CSC No.26292 Unimproycd Ground Lc= with APLAQ Limitcd Psrnership ti� y C p i).O O D m6 Og O U 3V cc 0 J � g � - c v _ � o � - R o �� � i y c �� 00 c �_ F � „ � e x r 2 � � o mo H `` �• 0 kJ SEaJ � Vv - - � n h •D J �C P O J J J I VP Cc O;� en'08= c Q 4-. O _ oo 1 z � x � =1 w d coJ v C AZ 5 In 36 w; O 273.i6� 1� C J _ :j Sal M + .6+• o=i.`•. 1 .y _ 175.E 21• ^ ca. yI sp+•.5•38 \ \•o, aSr ^ LA f• duo vi �� Z"'29- \o _ !<ZU< d <N a +•a5']D-C 4- -"o roil,I Ll vo /V✓/O/t = a � U b 1 S 1 o =7 =1a � ti 06-09-03 08:22am Frocr,-REAL ESTATE 2102204253 T-00T P.043/053 F-093 Page 1 Date 01-25-01 PROPERTY DESCRIPTION TRACT "A" REVISION 1 FORT WORTH MEACHAM INTERNATIONAL AIRPORT 5.2720 acres of land situated in the S. A. and M_ G. Railroad Company Survey, Abstract No. 1464, Tarrant County, Texas and being a.portion of block 1, and Lot B-1, Meacham Airport, an addition to the City of Fort Worth, Texas as recorded in Cabinet A, Slides 2445-2447, Plat Records of Tarrant County, Texas, said 5.2720 acres of land being more particularly described by metes and bounds using N.A.D. 27, Texas North Central Zone, State Plane Coordinates and Bearings as follows: COMMENCING at the most easterly southeast comer of the aforementioned Lot B-1, in the westerly R_O.W. line of State Highway Spur No. 496 said southeast corner having State Plane Coordinates of X = 2,043,884.08 and Y = 422,713.70 according to the aforementioned plat of Meacham Airport; THENCE North, a distance of 96.36 feet: . THENCE West, a distance of 53.99 feet to a chain link fence post found at the most easterly southeast and BEGINNING comer of the hereinafter described tract of land, said fence post having State Plane Coordinates of X = 2,043,830.10 and Y= 422,811.05; THENCE South 80 degrees 27 minutes 07 seconds West, a distance of 117.61 feet to an "+" cut in the concrete base to a chain link fence post; .THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 13.65 feet to a 1/2 inch iron rod with plastic cap stamped Landes &Assoc. set(hereinafter all iron rods set are marked the same; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 278.64 feet to a 1/2 inch iron rod set; THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 89.50 feet to a 112 inch iron rod set; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 125.25 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 14 minutes 22 seconds West, a distance of 107.50 feet to a 1/2 inch iron rod set; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 147.79 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 10 minutes 20 seconds West, a distance of 134.50 feet to a 1/2 inch iron rod set; THENCE South 81 degrees 45 minutes 38 seconds West, a distance o(275.30 feet to a PK nail set; THENCE South 36 degrees 50 minutes 30 seconds West, a distance of 33.00 feet to a PK nail set; EXHIBIT A-1 Page 2 of 5 08-Q9-C3 08:22am From-REAL ESTAT: 21022042=3 T-00i P.044/053 F-093 Page 2 THENCE North 08 degrees 10 minutes 20 seconds West, a distance of 84.54 feet to a PK nail set; THENCE South 55 degrees 55 minutes 18 seconds East, a distance of 31.55 feet to a PK nail set; THENCE North 81 degrees 45 minutes 38 seconds East,a distance of 275.29 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 10 minutes 20 seconds West, a distance of 130.00 feet to a 1/2 inch iron rod set; THENCE North 81 degrees 45 minutes 38 seconds East, a distance of 147.43 feet to a 1/2 inch iron rod set THENCE North 08 degrees 14 minutes 22 seconds West, a distance of 102.50 feet to a 1/2 inch iron rod set; THENCE North 81 degrees 45 minutes 38 seconds East, a distance of 125.25 feet to a 1/2 inch iron rod set; THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 102.50 feet to a 1/2 inch iron rod set; THENCE North 81 degrees 45 minutes 38 seconds East, a distance of 277.17 feet to a 1/2 inch iron rod set in a chain link fence, THENCE South 29 degrees 29 minutes 14 seconds East, along said fence, a distance of 328.49 feet -to the PLACE OF BEGINNING and containing 229,647 square feet or 5.2720 acres of land. See map of 3 tracts of land with even date prepared by James G. Ferguson, R.P.L.S. T 1956. EXHIBIT A-1 Page 3 of 5 L8A;r0012o /� 06-09-03 0c:22am From-REAL ESTATE 2102204256 T-007 P.045/053 F-093 Pzge 1 Date 01-25-01 PROPERTY DESCRIPTION TRACT "B" REVISION 1 FORT WORTH MEACHAM INTERNATIONAL AIRPORT 0.3549 of an acre of land situated in the S. A. and M. G. Railroad Company Survey, Abstract No. 1464, Tarrant County, Texas and being a portion of Block 1, and Lot B-1, Meacham Airport, an addition to the City of Fort Worth, Texas as recorded in Cabinet A, Slides 2445-2447, Plat Records of Tarrant County, Texas, said 0.3649 of an acre of land being more particularly described by metes and bounds using N.A.D. 27, Texas North Central Zone, State Pyne Coordinates and Bearings as follows: COMMENCING at the most e2stedysoutheast corner of the aforementioned Lot B-1, in thewesterly P.O.W. line of State Highway Spur No. 496, said southeast comer having State Plane Coordinates of X = 2,043,884.08 and Y = 422,713.70 according to the aforementioned plat of Meacham Airport; THENCE North, a distance of 96.36 feet; THENCE West, a distance of 53.99 feet to a chain link fence post found.- THENCE ound;THENCE South 80 degrees 27 minutes 07 seconds West, a distance of 117.61 feet to an w+" cut in the concrete base to a chain link fence post; THENCE,South 08 degrees 14 minutes 22 seconds East, a distance of 13.65 feet to a 112 inch iron rod with plastic cap stamped Landes 8 Assoc. set (hereinafter 211 iron rods set are marked the same; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 278.64 feet to a 1/2 inch iron rod set; THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 89.50 feet to a 1/2 inch iron rod set; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 125.25 feet to a 1/2 inch iron rod set at the southeast and BEGINNING comer of the hereinafter described tract of land, said iron rod having State Plane Coordinates of X = 2,043,329.27 and Y = 422,631.601- THENCE 22,631.60;THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 147.91 feet to a 1/2 inc:lh iron rod set THENCE North 08 degrees 10 minutes 20 seconds West, a distance of 107.50 feet to a 112 inch iron rod set; THENCE North 81 degrees 45 minutes 38 seconds East,.a distance of 147.79 feet to a 1/2 inch iron rod set; THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 107.50 feet to the PLA'CE OF BEGINNING and containing 15,894 square feet or 0.3649 of an acre of land. See map of 3 tracts of land with even date prepared by James G. Ferguson, R.P.L.S_ -?"1 1956. L &A:00126 EXHIBIT A-1 Page 4 of 5 eOl 06-09-03 03 21022042:3 T-OOT P.046/0'53 F-G93 Page 1 Date 01-25-01 PROPERTY DESCRIPTION TRACT "C" REVISION 1 FORT WORTH MEACHAM INTERNATIONAL AIRPORT 0.3468 of an acre of land situated in the S. A. and M. G. Railroad Company Survey, Abstract No. 1464, Tarrant County, Texas and being a portion of Block 1, and Lot B-1, Meacham Airport, an addition to the City of Fort Worth, Texas as recorded in Cabinet A, Slides 2445-2447, Plat Records of Tarrant County, Texas, said 0.3468 of an acre of land being more particularly described by metes and bounds using N.A.D. 27, Texas North Central Zone, State Plane Coordinates and Bearings as follows: COMMENCING at the most easterly southeast comer of the aforementioned Lot B-1, in the westerly R.O.W. line of State Highway Spur No. 496, said southeast comer having State Plane Coordinates of X = 2,043,884.08 and Y = 422,713.70 according to the aforementioned plat of Meacham Airport; THENCE North, a distance of 96.36 feet; THENCE West, a distance of 53.99 feet to a chain link fence post found; THENCE North 29 degrees 29 minutes 14 seconds West, along a chain link fence, a distance of328.49 feet to a 1/2 inch iron rod with plastic cap stamped Landes &Assoc. set (hereinafter all iron rods set are marked the same; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 27!.17 feet to a 1/2 inch iron rod set; ' THENCE North 08 degrees 14 minutes 22 seconds West, a distance of 102.50 feet to a 1/2 inch iron rcd set; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 125.25 feet to a 112 inch iron rcd set at the northwest and BEGINNING comer of the hereinafter described tract of land, said southeast comer having State Plane Coordinates of X = 2,043,255.54 and Y = 423,140.71; THENCE South 08 degrees 14 minutes 22 seconds East, a distance of 102.50 feet to a 1/2 inch iron rod set; THENCE South 81 degrees 45 minutes 38 seconds West, a distance of 147.43 feet to a 1/2 inch iron rod set; THENCE North 08 degrees 10 minutes 20 seconds West, a distance of 102.50 feet to a 1/2 inch iron rod set; THENCE North 81 degrees 45 minutes 38 seconds East, a distance of 147.31 feet to the PLACE OF BEGINNING and containing 15,106 square feet or 0.3468'of an acre of land; See map of 3 tracts of land with even date prepared by James G. Ferguson, ?.P.LS. K 1956. L&A'�00126 EXHIBIT A-1 Page 5 of 5 41J