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HomeMy WebLinkAboutContract 23512-CA1CITY SECRUARY D CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 23512, AS PREVIOUSLY AMENDED AND ASSIGNED (GROUND LEASE AGREEMENT) This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 23512, AS PREVIOUSLY AMENDED AND ASSIGNED ("Consent") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Lessor" or "City"), a home rule municipal corporation organized under the laws of the State of Texas; AT INDUSTRIAL OWNER 6 HOLDCO LP, a Delaware limited partnership ("Assignor" or "Lessee"), and ABP No. 2, LLC, a Texas limited liability company ("Assignee"). The following introductory provisions are true and correct and form the basis of this Consent: A. On or about July 29, 1997, Lessor and Alliance Aviation Investors. L.P. ("Prior Lessee") entered into a ground lease agreement for the lease of certain real property at Fort Worth Alliance Airport ("Leased Premises'), said lease being styled as "Ground Lease Agreement, City Secretary Contract ("CSC") No. 23512," as amended pursuant to that certain First Amendment to Ground Lease dated effective as of July 29, 1997 (collectively, the "Original Lease"). R. On or about February 5, 1998, Prior Lessee assigned all of its right, title, and interest in the Leased Premises to Airport Building Partners, Ltd. ("ABP"). On or about January 23, 20.03, the Original Lease was amended by "Amendment No. I to City Secretary Contract No. 23512," such amendment being referred to as CSC No. 28548. CSC Nos. 23512 and 28548, both of which are public documents on file in Lessor's City Secretary's Office (the Original Lease, as so amended is hereinafter referred to as the "Lease.") C. On September 30, 2005, ABP assigned all of its right, title and interest in the Leased Premises to Alliance No. 6 Building Partners, L.P. ("A613P"). D. On September 29, 2010, A6BP assigned all of its right, title and interest in the Leased Premises to AT Industrial Owner 6 LLC ("AT6"). E. On December 27, 2018, AT6 assigned all of its right, title and interest in the Leased Premises to Lessee. F. Lessee now wishes to assign all of Lessee's right, title and interest in the Lease and the Leased Premises to Assignee; Assignee wishes to accept such assignment; and Lessor is willing to consent to such assignment, all on the terms and conditions set forth in this Consent. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor, Assignor and Assignee agree as follows: 1. Lessor hereby consents to the assignment of the Lease by Assignor to Assignee of all right, title and interest in the Leased Premises granted to Lessee by F the Tease the JIB-4914-0723-7293 01-T SAL RECOR IV SECRETARY "Assignment"), effective as of the last date that Lessor, Assignor and Assignee have executed this Consent ("Effective Date"). The Lease and all amendments and modifications are attached hereto as Exhibits "A-1, A-2, and A-3" and incorporated herein by reference for all purposes. Furthermore, Lessor hereby consents to the assignment and transfer of all membership and ownership interests of Assignee in order to effectuate a deferred like -kind exchange within the meaning of Section 1031 of the Internal Revenue- Code of 1986, as amended ("1031 Exchange"). Lessor acknowledges and agrees that the assignment and transfer of all membership and ownership interests of Assignee to facilitate the 1031 Exchange shall occur after the Effective Date and Assignee shall not be required to obtain Lessor's consent or provide any supplemental document or notice to Lessor in order to complete the 1031 Exchange. 2. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment, which is attached hereto as Exhibit "B," and does not grant any right, privilege or use to Assignee which is different from or more extensive than any right, privilege or use granted to Lessee by the Lease. in the event of any conflict between the Lease and the Assignment, the Lease shall control. 3, Lessor consents to the Assignment expressly upon the promise and covenant by Assignee, and Assignee hereby promises and covenants to Lessor, that as of the Effective Date, Assignee will faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in the Lease. 4. Lessor further agrees that the Lease is in full force and effect, has not been modified, altered, or amended in writing or orally, except for the First Amendment to Ground Lease dated effective as of July 29, 1997 and Amendment No. 1 to CSC No. 23512 dated January 23, 2003 (CSC No. 28548), and that to the best of the City's knowledge, no uncured breach or event of default has occurred as of the date hereof, as specifically certified and attested to by the affixing of Lessor's signature to the "Lessor Estoppel Certificate and Consent," which is attached as Exhibit "C" and incorporated herein for all purposes. 5. Assignor and Assignee understand and agree that: A. Assignor will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the Effective Date and (ii) for any damages, including, but not limited to, property loss, property damage and/or personal injury of any kind, including death, to the extent caused by Assignor, its officers, agents, servants, employees or subcontractors; and B. Assignee will be liable to Lessor for (i) any duty or obligation of Lessee that Lessee is required by the Lease to undertake or perform from and after the Effective Date and (ii) for any damages, including, but not limited to, property loss, property damage and/or personal injury of any kind, including death, to the extent caused by Assignee, its officers, agents, servants, employees or subcontractors to the extent they arise from and after the Effective Date, 6. Any and all conditions in the Lease regarding Assignor's ability to assign the Lease are hereby deemed satisfied. The consummation of the Assignment will not result in a default under HB-4814-0723-7293 2 the Lease, nor will it constitute any acts which, but for the passage of time or the giving of notice, or both, would constitute a default. [Signature Pages Follow] HB-4814-0723-7293 LESSOR CITY OF FORT WORTH By - Name: re-- AM-46 Title.Aut C4MAN-wrr STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared K&a& , ,s 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 executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this t 41 day of , 2G1,Cr MARiAS, SANCHEZ k My Notary 1D # 2266490 Expires December 19, 2021 My No rY Public i and for & State o Texas (SEAL) APPROVED AS TO FORM AND LEGALITY: ATTEST: By:<ift�By rp Name N e: I Title: Title: S M&C: a6 _'yI r�.5.3/5/,nD tib 1a95' a oa b-- 5Sg 1 e 1 14B- 4814-0723-7293 0FF�� AL R C0RV C4 Y SECRETARY T. WVORT', TX ASSIGNOR AT-MUSTRIAL OVVNER4.HOLDCO'LP, a Delaware limited partnership By" AT Iladiogtrial Owner 6 OP LLC, &Dolaw , are I.i m-fted fiabili�y company., .its Wpfleral,.. 'rtner Bye its STATE OF TEMAS� CGUMPYOF -BEF6RF- ME, the und e-rsiglied atithprity., a Notary. Pilblic- in. and for -the State t)tT y on this -day personall" appeared of AT Industrial Chyner .6 GP LLC- a. Defitwurb.JimitW liability company, t1W general pd%Rbr of AT Ifidustrial'oWntr1 Holdbo-LP.,.'a De. ware limited partncrshlp, on bobal f of said- limited parWqTsbip,. known 'to me to be. the- pcxsi)ll whugd name is gtibsbribrd to. Me foregoing inttrumen4 and acknowto'dged -to kne that the, same was the act q.f AT IndAsIdEtl Owncr 6 Holdco LP, a7Delaware.Clmi!L-d.partnfrship and that .1-w -executed the wne ant c'FAT Industrial. Ownefr,15 Moldco LP, a. DelawArc limited parther&ip for the puriVset- and consideration therein expvcsisdd and 16 the impicity t1jer-61A stated GIVEN UNDER MY HAND AND SEAL OP OFFICE -this _.,daybf Wqtary Public in and� (Atp of My COMXW8:Mon Expires: WEITHER MA Ry YK"IVDA qary PuMic -Statiof New Ydik 40: 01KR601751 Qualifed In BromCounty nm tkpies Nov 20,2022 TiEl� 0144M-tO UFMAL RECORD C�ly SECRETARY FT. WORTH, TX ASSIGNEE ARP NO. 2, LLC a Texas Iimited liability, company By' Name: Title: STATE OF TEXAS § COUNTY OF �� § BEFORE ME, the unde i e horit a Ptary PubliHIIAOX7"0f ' and tate of Texas, on this day personally appeared k as ABP No. 2, LLC, a Texas limited liability company, known to me to be the person wh se name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the ABP No. 2, LLC, a Texas limited liability company, and that he executed the same as the act of the ABP No. 2, LLC, a Texas limited liability company for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND D SEAL OF OFFICE this day of 20ZJ. *60 Notary Public in My Commission Expires: (SEAL) JESSICA K. WALL76 s=, Notary public. State o4 Texas : '•: �: Comm. Expires 05-13-2422 'ijF tilF'�•` Notary I© 128258587 HB-4814-0723.7293 6 for the State of Texas EXHIBIT "A-1" CITY SECRETARY CONTRACT NO.23512 GROUND LEASE AGREEMENT HB-4814-0723-7293 _4 CITY SEC"RETARY CONTRACT NO. GROUND LEASE; AGREEMENT This Ground Lease Agreement is made and .entered into this. 2.9th day of July, 1997 by and between: The CITY OF FORT WORTH, TEXAS, having offices at. 1000 Throckmorton, Ft. Worth, Tx. 761.02, hereinafter referred to as the "W'; and ALLIANCE AVIATION INVESTORS, L.P., a Texas limited partnetship (formerly known as ALLIANCE AIR PARTNERS, LTD), having an office. at 2221 Alliance Boulevard, Suite 100i Fort Worth, Texas 7617-7, herei-naflcr referred to as the "Lessee." Lessee's Federal Tax Identification Number it 73 2.5 - 21969. WITNESSETH THAT WHEREAS, the City is the: owner of an. -airport consisting. of approximately 680 ages -of land and facilities known as :the Airport, Fort Worth. Alliance Aroort, located in. the Counties of Denton and Tar -rant in the State of Texas, hefeinaftet; the "Air art'; and WHEREAS, the City, as "Lessor", and Alliance Air Scmic&s, Inc., as "Lessee", entered into. that certain Lease Agreement dated December 15, 1993, and designated as City Seoretar. y Contract No. 20061 (the- "Original Lew") for the lease of ' i�rtairi unimproved real property � at the Airport (the "Original Leased. Property'), which Original: Lease was from Alliance Air Services,.Inc. to Alliance Air Partners, Ltd, on.February-22, 1994; and WHEREA$, Lessee desires t0 lease a portion of the Airport from the City f6r the purpose of constructing certain "Aviation Related facilities" as defined i n;Section 4.4 below.; and WHEREAS, the City desires to Tease a portion of the Airport to Lessee for the purpose of constructing the Aviation Related. Improveiiient's. NOW, THEREFORE, in consideration of the promises and of the rents, covenants, and conditions herein contained, the City dQes hereby lease to Lessee approximately 6.630acres of unimproved land at the Airport as more particularly described in Article 2 hereof, which unimproved land is bereihafter. referred to. #.& t.he 'Leased Premise sf?' during the term hereof for the term .and pursuant to `thezonditions hereinafter -set forth. ARTICLE ]. TERM:. NO CROSS DEFAULT Li Except as provided in .the next sentence, this Ground Lease shall be a binding obligation of the. parties as of the elate it -is: ".made and enteiediuto" as shown Oil the first page .hereof -Notwithstanding the -foregoing, however, the obligations of Lessee are expressly conditioned upon Lessee entering into, an agreement With Galaxy Aerospato, Corporation, (or its Affiliates, as hereafter -deftned). (".6-ra I I axy.') for the he design, construction, use and Page-1 07515.0092=7300.17 operation of the Aviation Related Improvements. The terms and conditions of the 40 agreement between Galaxy and Lessee must be acceptable to Lessee. If Lessee and Galaxy are unable to so agree within 365 days after the "nude and entered into" date shown on the First page hereof, then either party shall have the right to tetininate. this Ground Lease by giving written notice of termination to the other, whereupon, neither party shall have any further rights, obligations or remedies under this Ground Lease. The term of this Cnound Lease shall begin an the "Effective Date," unless sooner terminated in accordance with the provisions hereof, and shall terminate on the last day of the 366th month following the month in which the Effective Date falls. The "1#ectiy& Date" is defined to be the date on which the City issues a certificate of occupancy for the Aviation Related Facilities. 0 1.2 Lessor and Lessee acknowledge and agree: 1.2.1 that the Leased Premises are not part ofthe Original Leased Property; and 1.2.2 that no provision of the Original Lease shall apply to this Ground Lease or to the Leased Premises; and 1.2.3 that no event of default under the Original Lease shall be an event of default under this Ground Lease (or any separate lease created pursuant to Article 32 hereof) or otherwise in any way affect the rights, obligations, or remedies of the parties under this Ground Lease (or any separate lease created pursuant to Article 32 hereof); and 1.2.4 that no event of default under an of the separate leases created pursuant to the Original Y 13 1? Lease or pursuant to Article 32 hereof shall be an event of default under this Ground Lease or otherwise in any way afi'ect the rights, obligations, or remedies of the parties under this Ground Lease; and 1.2.5 that no event of default under this Ground Lease shall be an event of default under the Original Lem or otherwise in any way affect the rights, obligations, or remedies of the parties render the Original Lease; and 1.2.6 that no event of default under this Ground Lease shall be an event of default under any of the separate leases created pursuant to the Original Lease or pursuant to Article 32 hereof or otherwise in any way affect the rights, obligations, or remedies of the parties under any such separate leases. ARTICLE 2 LEASED PREMISES 2.1 The "Leased Premises" shall consist of Parcel No. 2 (approximately 2.921 unimproved acres) and Parcel No. 5 (approximately 3.718 unimproved acres), being part of Allianoe Airport Lot 1, Block 1, Cabinet A, Slide 622 (as described on Exhibit A -I attached c�ra,ry cramae-try- tntx�s Page 2 075110M:0273045.is M V i 3 I* hereto), together with all improvements (cc lleatively, the "Leadmid Imn1'p' OmM") hereafter coonstsueted theroort, including, but not limited to, the Aviation Related Facilities. 21 Lessee shall Aso have the non-exclusive use of that portion of the paved aircraft pawing apron (the "T n i n Apr n:') that abuts the Leased. Pry along the entire westerly boundary of the Leased Premises. The Transient Apron area that abuts the LeasW Premises is shown on RreN it A : � attached hereto. If at any time during the term of tkis Ground Lease, Alliance Air Services, Ino. (or any of its foliates) is not tho operator of'the Airport, then Lessee, as further consideration for Lessee's use of the Transient Apron, shall ]seep and maintain the Transient Apron free of trash, debris, and other foreign objects that result ftom the use of the Transient Apron by Lessee or anyone claiming a right by, through, or under Lessee. The City or the Airport operator shall otherwise be responsible at all times for the maintenance and reconstruction of the Transient Apron and shalt maintain and keep the Transient Apron free from snow and ice, all at the sole cost and expense of the City or the Airport operator. The timing of such maintenance and reconstruction shall be at the Cityy's sale discretion. 2.3 The Transient Apron is not a part of the Leased Premises. AR1'i du USE DF A§FD gRE��I� Lessee shall occupy and use the Leased Premises for any lawful purpose and in a manner which conforms to the City's ibiinimuni Standards for Fixed Base Operators and Other Airport Tenants, as may be amended from time to time. ARTICLE 4 RENT .AND USE FEES 4.1 For use and occupancy of the Leased Premises and privileges herein granted, Lessee agrees to pay to the City during the period commencing on the Effective Date, an annual rental equal to (i) I Uer s care foot multiplied times the number of square feet within Parcel No. 2, subject to adjustment pursuant to Section 4.2 below and pursuant to Article 19 hereof (upon partial termination) plus (ii) 32g per square foot multiplied tunes the number of square feet within Parcel No. 5, subject to the adjustment pursuant to Section 4.2 below and pursuant to Article 19 hereof (upon partial termination). 4.2 Commencing on the first anniversary of the Effective Date, and on each anniversary thereof during the remainder of the term of this Ground Lease and any extension thereof, the ground rental rates set forth in Section 4.1 above shall be adjusted based upon the upward percentage change in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Aida, as announced by the United States Department of Labor during any preceding 12-month period or in accordance with the formula, index or other method, if any, that is most favorable to Lessee of any of the formulas, indices, or methods being used and actually applied by the City for the adjustment of any rental rates at the Airport. oaiacyt mwuaso. xt ate- u2v" Page 3 07S U.0092;027304s.; 2 4.3 The annual rent payable hereunder shall be paid in equal monthly installments. Each installment shall be made no later than the first day of that month for which payment is due and shall be made at the office of the Airport operator or at such other office as may be directed in writing by dw City. The annual rental during the first year of the term of this Ground Lease pursuant to Section 4.1 shall be payable in monthly installments of$0,333. 9. 4.4 Lessee, as additional rent, shall constmct on the Leased Premises the improvements more particularly described on E'xUbit. A-3 attached hereto consisting of a corporate headquarters office facility, an aircraft service and completion center, and a. customer service center (collectively, the "Aviation Related.Facilities"). 4.5 Lessee hereby agrees to pay all fuel flowage fees, landing fees and tie down fees imposed by the City from time to time, provided such fees are not unjustly discriminatory_ ARTICLE 55 ACCEPTANCE. CAR, 1 4� T CCE! IMPROVE �ANDR��'P.4IIt 5.1 Lessee warrants it has inspected the Leased Premises and accepts possession of the Leased Premises AS IS" in its present condition, and subject to all limitations imposed upon the use thereof by the rules and regulations of the Federal Aviation Administration and by ordinances of the City, and admits its suitableness and sufficiency for the uses permitted hereunder. Except as may otherwise be provided for herein, the City shall not be required to maintain nor to make any improvements, repairs, or restoration upon or to the Leased Premises or to any of the Leasehold Improvements hereafter constructed thereon_ The City shall not have any obligation to repair, maintain, or restore, during the term of this Ground Lease, any Leasehold Improvements placed upon the Leased Prerises by Lessee, its successors and assigns. 5.2 Lessee shall, throughout the term of this Ground Lease, assume the entire responsibility, cost, and expense for all repair and maintenance whatsoever of the Leased Premises and all Leasehold Improvements thereon in a good workmanlike mariner, whether such repair or maintenance be ordinary or extraordinary, structural or otherwise. Additionally, Lessee, without limiting the generality hereof, shall: 5.2.1 Keep at all times, in a clean and orderly condition and appearance, the Leased Premises, all Leasehold Improvements thereon and all of Lessee's fixtures, equipment and personal property which are located on any part of the Leased Premises_ 5.2.2 Provide and maintain on the Leased Premises all obstruction lights and similar devices and safety equipment required by law. 5.2.3 Repair any damage caused by Lessee to paving or other surface of the Leased Premises caused by any oil, gasoline, grease, lubricants or other flammable liquids and substances having a corrosive or detrimental effect thereon. Gwww Grand l.ee . Roviva - v2it9a Page 4 07515.0092:0273045.12 , . 'r , 5.2.4 Take measures to prevent erosion, including, but not limited to, the planting and replan ing of grasses vAth respect to all portions of the Leased Premises not paved or built upon; and in particular, shall plant, maintain and replant any landscaped areas. 5.2, 5 Be responsible for the maintenance and repair of all utility services lines placed on the Leased Premises and used by Lessee exclusively, including, but not limited to, water lines, gas lines, electrical power and telephone conduits and fines, sanitary sewers and storm sewers. 5.3 In the event Lessee fails: (a) to commence to maintain, clean, repair, replace, rebuild or repaint within a period of thirty (30) days alter written notice from the City to do any maintenance or repair work required to be done under the provisions of this Ground Lease, other than preventive maintenance; (b) or within a period of ninety (90) days if the said notice specified that the work to be accomplished by Lessee involves preventive maintenance only; (c) or to diligently continue to completion any repairs, replacement, rebuilding, painting or repainting as required under this Ground Lease; then, the City may enter the Leased Premises involved, without such entering causing or constituting a termination of this Ground Lease or an interference with the possession of the Leased Premises, and repair, replace, rebuild or paint all or any part of the Leased Premises or the Leasehold Improvements thereon, and do all things reasonably necessary to accomplish the work required, and the cost and expense thereof sball be payable; to the City by Lessee on demand. Provided, however, if in the opinion of the City, Lessee's failure to perform any such maintenance endangers the safety of the public, the employees or property of the City or other tenants at the ,airport, and the City so states same in its notice to Lessee, the City may elect to perform such maintenance at any time after the giving of such notice, and Lessee agrees to pay to the City the cost and expense of such performance, on demand. The City's costs and expenses shall include, but not be limited to, all disco and indirect costs and expenses of the City, its agents, contractors, and employees, and all financing charges, if any, and all allocations of fringe benefits, overhead, legal, and administration charges the City deems appropriate. Furthermore, should the City, its officers, employees or agents, undertake any work hereunder, Lessee hereby waives any claim for damages, consequential or otherwise, as a result therefrom except for claims for damages arising from the negligence of the City, its agents and contractors. The foregoing shall in no way affect or alter the primary obligations of Lessee as set forth in this Ground Lease and shall not impose or be construed to impose upon the City any obligations to maintain the Leased Premises, unless specifically stated otherwise herein. 5A Final plazas and specifications for all repairs, construction, alterations, modifications, additions or replacements of the Leasehold Improvements shall be submitted to the City by Lessee and be accompanied by the City's Building Permit Application_ The plans shall include landscaping, architectural details and color schemes. The Building Permit Application must receive the written approval of the City, and no such work shall' be commenced until such written approval is obtained from the City, which approval shall not 4a be unreasonably withheld or delayed, provided the architectural detail and aesthetics of the 04uy Ground Lcom - eta-1121198 Page 5 oasis.00sx aa73oas.1s Leasehold Improvements are reasonably satisfactory to the City. The City shah advise Lessee within thirty (30) days after receipt of the written request, together with copies of the plans and specifications for the proposed Leasehold Improvements in sufficient detail to make a proper review thereof; of its approval or disapproval of the proposed Leasehold improvements, and, in the event it disapproves, stating its reason therefor. Ire determining whether to approve a major mpair, construction, alteration, modification, addition or replacement, the City shall be guided by the criteria set forth in Section 2 of Appendix A to this Ground Lease. 5.5 If Lessee makes any Leasehold Improvements without City approval that am disapproved by the City, theft, upon reasonable notice to do so, Lessee shall remove the same, or at the option of the City cause the same to be changed to the reasonable satisfaction of the City. If Lessee fails to comply with such notice within thirty (30) days or to commence to comply and pursue diligently to completion, the- City may effect the removal or change without any liability by the City for such removal or change, and Lessee shall Tray the cost thereof (as defined in Section 5.3 hereof) to the City. 5.6 Upon the completion of construction or installation,, title to all Leasehold Improvements located ©n the Leased Premises shall remain in Lessee until the expiration or earlier termination of this Ground Lease, at which time title shall immediately vest in the City free and clear of any and all claims by any Leasehold Mortgagee, free and clear of any and all claims on the part ofLessee, and free and clear of any rnecchanics' and materialmen's liens by any person on account of any repair or improvement work done or to be done under the terms hereof by Lessee. This vesting of title in the City at the time specified is a part of the consideration for this Ground Lease. The City shall not be liable (i) to assume, take subject to, or otherwise be responsible for the payment or performance under any Leasehold Mortgage (as hereinafter defined) or (H) to Lessee or Lessee's contractors, Sublessees, or anyone else, for the value of any Leasehold Improvements constructed or located on the Leased Premises. 5.7 Lessee agrees to secure its obligations to maintain and repair the Leased Premises through the execution and delivery of a "Pledge Agreement" in the form attached hereto as Exhibit B, .A separate pledge agreement will be executed for each improvement constructed pursuant to this Ground Lease. The value of the collateral held pursuant to each pledge agreement shall equal or exceed, $2,00 per net rentable square foot of the applicable improvement. ARTICLE 6 - ADDMONAL SLIGATIONS QF LEA_ 6.1 Lessee shall conduct its operations hereunder in an orderly and proper manner, considering the nature of such operation, so as not to unreasonably annoy, disturb, endanger or be offensive to others. 40 6.2 Further, Lessee shall take all reasonable measures: Galaxy Gwund Leans - R.Ms@d -1!! 114& Page 6 D1515.0MIrV3045.14 , 1 4 4 6.2.1 To reduce to a practicable minimum vibrations tending to damage any equipment, structure, buildings or portions of buildings. 6.2.2 Not to produce on the Airport, through the operation of machinery or equipment, any electrical, electronic or other disturbance that interferes with the operation by the City or the Federal Aviation Administration of air navigational, communication or flight equipment on the Airport or on aircraft using the Airport or with ground transportation communications. 6.3 Lessee shall control the conduct and demeanor of its officers, agents, employees, invitees and, upon objection from the City concerning the conduct or demeanor of any such person, Lessee shall immediately take all lawful steps necessary to remove the cause of the objection. If the City shall so request, Lessee agrees to supply and require its employees to wear badges or other suitable means of identification, which shall be subject to the prior and continuing approval of the Airport operator. 6.4 Lessee shall comply with all health and safety laws and requirements and any other federal, state or municipal laws, ordinances, rules, regulations and requirements applicable to the Leased Premises and the Leasehold Improvements thereon and its operations at the Airport hereunder. 6.5 Lessee shall comply with all written instructions -of the City in disposing of its trash and refuse at Lessee's expense. Lessee shall be responsible for removal from the Airport, or Otherwise disposing of in a manner approved by the City, all garbage, debris and other waste materials (whether solid or liquid) arising out of its occupancy of the Leased Premises or out of its operations. Lessee shall provide and use suitable covered metal or other rigidly and sturdily constructed receptacles, suitably screened from public view, for all garbage, trash and other refuse created on or arising in connection with the activities conducted on the Leased Premises. Piling of boxes, cartons, barrels or other similar items, in on unsightly or unsafe manner, on or about the Leased Premises is forbidden. The manner of handling acid disposing of trash, garbage and other refuse and the frequency of removal thereof from the Airport shall at all times be subject to the rules, regulations and approval of the City. Lessee shall use extreme care when handling, disposing of, and roving all such waste to prevent littering the Airport. 6.6 Lessee shall cause no nuisance, waste or injury on or to the Leased Premises and shall not do, or permit to be done, anything which may result in the creation; commission or maintenance of such nuisance, waste or injury on or to the Leased Premises. 6.7 Lessee shall not do, nor permit to be done, anything which may interfere with the effectiveness or accessibility of the drainage system, sewer system, fire protection system, sprinkler system, alarm system and fire hydrants and hoses, if any, installed or located on the Leased Premises. Gakxy Ground Uaw - ReviW-1121/98 Page 7 07513AM-0273W.1$ 6.8 Lessee shall take measures to insure security in compliance with Federal Aviation Regulations and the Airport Security Plan. 6.9 Lessee shall not overload any floor, structure, structural member or paved area on the Leased Premises, or paved area elsewhere on the Airport, and shall repair at Lessee's expense any floor, structure, structural member, or any paved area damaged by overloading without limiting Lessee's obligations pursuant to Article 5 above. 6.10 Lessee: shall not do, nor permit to be done, any actor thing upon the Leased Premises; 6.10.1 which will invalidate or conflict with any fire insurance policies or regulations applicable to the Leased Premises or any part thereof; or, 6.10.2 which may constitute a hazardous condition that increases the risks attendant upon the operations permitted by this Ground Lease. 6.11 Lessee shall not use any flammable liquids within any covered or enclosed portion of the Leased Premises, except those oils, solvents and fuels and other liquids used to manufacture, repair and maintain aircraft and ground equipment (or otherwise used in the day -today use and operation of the Aviation Related Facilities), as long as such liquids are kept only in working supply quantities. Any other supplies of such liquids shalt be kept and stored in safety containers of a type approved by the Underwriters Laboratories. The terns "working supply" as used in this Section 6.11 shall mean the amount consumed by Lessee and other parties using the Leased Premises during any normal work day. 6.12 From time to time, the City may conduct pressure, water flow, and other appropriate tests of the fire extinguishing system and apparatus, if installed, which constitutes a part of the Lewd Premises, and Lessee's proportionate share of the cost of such tests shall be paid to the City by Lessee upon demand. 6.13 Except for uses permitted under Article 3 hereof to be performed by Lessee or Lessee's subcontractors, Lessee shall provide prompt written notice to the City of any person, firm or corporation performing flight instruction of any sort, air taxi, aircraft charter, or any ground taxi services and any other ground transportation for hire on the Leased Premises for commercial purposes without a valid permit from the City. 6.14 1t is the intent of the parties hereto that noise, including, but not limited to, noise caused by aircraft engine operation, shall be held to a reasonable minimum. To this end, Lessee will conduct its operations in such a manner as to keep the noise produced by aircraft engines and component parts thereof or any other noise, to a reasonable minimum by such methods as are practicable considering the extent and type of the operations of Lessee. In addition, Lessee will employ noise arresting and noise reducing devices that are available and economically practicable, considering the extent of the operations of Lessee, but in no event less than those devices required by federal, state or local law. In its use of the Leased Premises, Lessee shall take all reasonable care, caution and precaution, and shall use all reasonable efforts, to minimize prop or jet blast interference to aircraft operating on G,,1=y OmwW 1. = • RcvbW - V21NN PaSC 8 07515.0092,0273M.12 taxiways or to buildings, structures and roadways, now located on or which in the future may be located on areas adjacent to the Leased Premises. In the event the City detarraines that Lessee has not used all reasonable e€forts to curb the prop or jet blast interference, Lessee hereby covenants and agrees to erect and maintain, at its own expense, such structure or' structures as may reasonably be necessary to prevent prop or jet blast interference, subject, however to the prior written approval of the City as to type, manner and method of construction, which approval shall not be unreasonably withheld. 6.15 In the event of any product spills or other environmentally polluting discharges arising from Lessee's equipment or caused by Lessee, its employees, agents or servants, clean up of such spills or discharges and the payment of all fines and penalties (including the cost of such cleanup) shall be the sole responsibility -of Lessee. Lessee shall immediately commence containment and clean up operations as necessary for operational or safety consideration and shall notify the City and the appropriate state and federal authorities immediately of the spill and such cleanup operation. Such cleanup shall be to the standards required by the U.S. Environmental Protection Agency and any other agency with jurisdiction over the Leased Premises. A spill or discharge means a discharge of aay petroleum or hazardous substance which is in such quantity or concentration as may be harmful or which poses a foreseeable risk of harm to public health or welfare or to natural resources or which is defined as a spill or discharge by federal, state, or local laws, or ordinances. All costs of containment or clean up for such spill or discharge shall be borne by Lessee. Lessee shall comply With all applicable federal and state laws, regulations and rules regarding aboveground and underground storage tanks. The obligations of Lessee under this Section 6.15 shall survive the termination of this Ground Lease. AR LESSEE'S USE OF THE AIRP[1`RT 7,1 General Use of the .Airport. The City hereby grants to Lessee the right to use, can a nonexclusive basis, including the unobstructed right of ingress, the public areas of the Airport and runways, taxiways, aprons, lighting, navigation aids, and other facilities necessary for the operation of aircraft, for all lawful purposes related to Lessee's aviation - related activities, including but not Iimited to: 7.1.1 landing, taking off, flying over, taxiing, pushin& towing, parking, loading, and unloading of aircraft; 7.1.2 testing of aircraft and other equipment; 7.1.3 purchase at the Airport or elsewhere, from any person or company, of aviation fuel, ground vehicle fuel, lubricating oil, grease, solvents, and other materials, supplies and services; and 7.1.4 installation, operation, and maintenance of directional and identification signs approved in writing by the City. Oa!WW cwwe . x d- M2IM Page 9 073 15,OM.,0273 D43. I2 7.2 The City or the Airport operator will at all times maintain and operate with adequate and efficient personnel and keep in good repair, the Airport and specifically the runways and taxiways. and the appurtenances, facilities, acid services now or hereafter connected therewith, and keep the Airport and its approaches free from obstruction, congestion, and interference, including snow removal, for the safe, convenient, and proper use thereof by Lessee; will maintain the Airport in accordance with FAA certification requirements; and will maintain adequate rescue and firefighting equipment and personnel to meet such FAA certification requirements. The Airport will be operational 24 hours per day, 365 days per year (366 days per year during leap years), unless Lessee agrees in writing to a reduced operating schedule. There will be no restrictions placed on Lessees might operations. 7.3 To the maximum extent permitted by law, and notwithstanding any term or provision of this Lease to the contrary, the City will not during the teem of this Lease adopt ordinances, laws, rules, or regulations of any type (collectively, a "Material Operating Restriction") that would be materially more restrictive on flight operations, or the sale, completion, service or maintenance of aircraft (collectively, "Aircraft Operations") performed by Galaxy in or from the Leased Premises, then those applicable to other entities engaged in Aircraft Operations at the Airport, including, without implied limitation, limitations on 24- hours per day, seven day per week aircraft flight, maintenance, and service operations at the Airport and noise or vibration abatement procedures or restrictions. For purposes of this Section 7.3, the City shall not be responsible to Lessee or to Galaxy for violation of this section if the City is mandated by federal, state or county governmental agencies or 40 authorities having jurisdiction over the City to tape such action. 7.4 The use of any such roadway, taxiway and public landing areas shall be subject to the Rules and Regulations of the Airport which are now in effect or which may hereafter be promulgated. The City may, at any time, temporarily or permanently, close or consent to, or request the closing of, any such roadway or taxiway and any other way at, in or near the Leased Premises presently or hereafter used as such, so long as a reasonable means of ingress and egress as provided above remains available to Lessee. Lessee hereby releases and discharges the City, its officers, employees and agents, and all other goverrrrrrental authorities and their respective successors and assigns, of and from any and all claim demands, or causes of action which Lessee may now or at anytime hereafter have against any of the foregoing, arising or alleged to arise out of the closing of any street, roadway or other area, provided that a reasonable means of access to the Leased ]Premises remains available to Lessee. Lessee shall not .do or permit anything to be done which will interfere with the free access and passage of others to space adjacent to the Leased Premises or in any streets or roadways on the Airport. ARTICLE 8 INSURA14CE, DAMAGE OR DESTRUCTION 8.1 To safeguard the interest and property of the City, Lessee, at its sole cost and expense, shall procure and maintain through the term of this Ground Lease insurance protection for oaI&V GmWid L UM- Revised - M21198 Page 10 0 73 L 5.0042.02 /3045. L 2 all risk coverage on the Lemhold Improvements located on tho Leased Premises to the extent of one hundred percent (l Wlo) of the actual replacement cost thereof. Such insurance shall be written by insurers of recogrrized financial standing and authorized to conduct business in the State of Texas. If said insurers becomo financially incapable of performing under the terms of said policy, Lessee shall promptly obtain a new policy issued by a financially responsible and authorized carrier and shall submit such new policy as previously provided. 8.1.1 The property insurance shall provide for thirty (30) days notice of cancellation or material change, by registered mail, to the City, Attention: City Manager, and to the Airport operator. 8.1.2 Lessee shall settle all losses with the insurance carrier and shall consult with the City and use all reasonable efforts to obtain a settlement that covers the cost of repairing or rebuilding. 8.1.3 Lessee shall provide certificates of insurance, marked "premium paid," evidencing existence of all insurance required to be maintained prior to the commencement of this Ground Lease. Upon the failure of Lessee to maintain such insurance as above provided, the City, at its option, may take out such insurance and charge the cost thereof to Lessee, or City may give notice of default hereunder pursuant to Article IS herein. 8.2 In the event any Leasehold Improvements, insurable or uninsurable, on the Leased Premises are damaged or destroyed, the use of all insurance proceeds and Lessee's obligations, if any, to rebuild shall be governed solely by any Leasehold Mortgage(s) that covered the Leasehold Improvements at the time of the damage or destruction. If the damaged or destroyed Leasehold Improvements are not covered by any Leasehold Mortgages (or if covered by a Leasehold Mortgage, the. Leasehold Mortgagee does not require Lessee to rebuild), Lessee shall have the election of repairing or reconstructing the Leasehold Improvements substantially as they were immediately prior to such casualty or in a new or modified design, subject to the provisions of Section 8.3 and 8.4 below, Article 5 hereof, and applicable building codes existing at the time of repairing or rebuilding; or, notwithstanding the provisions of Article 5 hereof; not to reconstruct the Leasehold Improvements, in which case the provisions of Section 8.5 below shall apply, Lessee shall give the City written notice: of its election hereunder within sixty (60) days after the occurrence of such casualty or the adjustment of the claim, whichever is later. In the event of damage or destruction to any of the Leasehold Improvements upon the Leased Premises, the City shall have no obligation to repair or rebuild the Leasehold Improvements or any fixtures, equipment or other personal property installed by Lessee pursuant to this Ground Lease. 8.3 If the damaged or destroyed Leasehold Improvements are not covered by any Leasehold Mortgages, the insurance proceeds shall be paid to an escrow agent (the "Escrow Agent") mutually agreed upon by Lessee and the City. If Lessee elects to repair or reconstruct the damaged Leasehold Improvements, to the extent that any loss is recouped by payment to Galaxy GmwW I== - Rovised- 1121198 Page 11 W.W.0092:0273045.12 the Escrow Agent of the proceeds of the insurance, the arnount of such proceeds, together with any interest thereon, will be paid to Lessee to the extent necessary to cover its costs of rebuilding or repairing the portion or all of the Leased Premises which have been dsumaged or destroyed. Such payments will be made by the Escrow Agent to Lessee, subject to the prior written approval of the City, its installments as work processes, provided that as to each request for payment Lessee shall certify to the Escrow Agent and the City, by a responsible officer or authorized representative, that the amounts requested are due and payable to its contractors for work completed. Upon completion of all the work, Lessee shall cedify to the Escrow Agent and the City, by a responsible officer or authorized representative, that such rebuilding and repairs have been completed, that all costs in connection therewith have been paid by Lessee and said costs are fair and reasonable, and said certification shall Wso include an itemization of costs. If the insurance proceeds are not sufficient, Lessee agrees to bear and pay the deficiency, If the irwarance proceeds are in excess of all costs incurred, the Escrow Agent shall pay such excess proceeds to Lessee. Nothing herein contained shall be deemed to release Lessee from any of its repair, maintenance or rebuilding obligations under this Ground Lease. BA In the event Lessee elects to repair or reconstruct as provided in Section 8.3 above, Lessee, if it elects to continue its operation on the Airport, shall, at its expense, replace and repair any and all fixtures, equipment and other personal property necessary to properly and adequately continue its airport business on the Airport, but in no event shall Lessee be obligated to provide equipment and fixtures in excess of those existing prior to such damage or destruction, except for requirements of construction codes existing at the tirne of repair or replacement. During such period of repair or replacement, the rentals provided for elsewhere herein shall be proportionately abated during the period from the date of such damage, destruction or loss until the satne is repaired, replaced, restored or rebuilt, according to the portion of the Leasehold Improvements on the Leased Premises that are used only for repair or rebuilding of same and not for the uses descried in Article 3. Such abatement shall not exceed the actual time required for arranging for and the doing of such work, The proportional amount of reduction of rentals will be: reasonably determined by the City. Lessee agrees that such work will be promptly commenced and prosecuted to completion with due diligence; subject to delays beyond Lessee's control. 8.5 If the damaged or destroyed Leasehold Improvements are not covered by any Leasehold Mortgages (or if covered by a Leasehold Mortgage, the Leasehold Mortee does not require Lessee to rebuild), and if Lessee shall elect not to repair or to reconstruct the damaged Leasehold Improvements, Lessee shall, at its own cost and expense, remove all debris resulting from such damage to the Leased Premises, including foundations, concrete piers, pavement, etc., and shall stub up utilities and restore the surface to a level condition at its original elevation, and the Escrow Agent shall deliver the balance of the insurance proceeds to the City. Upon completion of such debris removal and restoration, and the insurance proceeds payment by the Escrow Agent to the City, Lessee may elect to terminate this Ground Lease or continue to use the Leased Premises for other aeronautical purposes. There shall be no obligation on the part of the City or the Escrow Agent to reimburse Lessee from the insurance proceeds for the toss or damage to fixtures, onlaxyC�ro�nd[tea-Ravised•wim Page 12 07315.0MA27300.12 XW equipment or other personal property of Lessee_ Lessee, for its ovm protection, may separately insure such fixtures, equipment or other personal property as its interests may appeae. A E9 LIABiLTINSURANCE AND MDEhNMCATION 9.1 THE CITY SHALL IN NO WAY, NOR UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE. FOR ANY PROPERTY BELONGING TO LESSEE, .ITS OFFICERS, AGENTS, EMPLOYEES, LICENSEES, VMTEES, TENANTS, GUESTS, PATROLS, CONTRACTORS AND SUBCONTRACTORS, WHICH MAY BE STOLEN, DESTROYED OR INANY WAY DAMAGED, AND LESSEE HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, AND ITS OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAEVSTANYAND ALL SUCH CLAIMS. 9.2 LESSEE HFREBY COVENANTS AND AGREES TO (1) INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY', AND ITS OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE ANDlOR PERSONAL INJURY, INCLUMNG DEATH, TO ANY AND ALL PERSONS, OF W MISOEVER KIND OR CHARACTER WHETHER REAL OR ASSERTED, ARISING OUT OF OR 17V COMVE'CTION WIM THE OPERATION, MAINTENANCE, USE, OR OCCUPANCY OF THE LEASED PREMISES BY LESSEE, ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTOn LICENSEES, OR TENANTS, AND (II) PROrVIDE SUCH INSURANCE, AS REQUIRED IN SECTION 9.3 HEREOF, COVERING THE ACTS AND OMISSIONS OF ALL NAMED INSUREDS, INCLVDbVG THE CITY, AND LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS: LESSEE LIKEWISE SXrA U ASSUME ALL RESPONSIBILITY AND LIABILITY FOX AND SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, FOR ANY AND ALL EVURY OR DAMAGE TO THE, AIRPORT, THE L ASED PREMISES OR THEIR FACILITIES, ARISING OUT OF OR IN CONNECHON WITTI THE OPERATION, MAINTENANCE, USE OR OCCUPANCY OF THE LEASED PREMISES, BY LESSEE, ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR T"ANTS. Upon the filing with the City of a claim for damages or injuries arising out of or in connection with the incidents for which Lessee herein gees to indemnify and hold the City harmless, the City shall immediately notify Lessee of such claim, and in the event Lessee does not settle or compromise such claim, then Lessee shall provide, at Lessee's expense, the legal defense for the City should any litigation or arbitration result from such claim. c,dexy oro=d LA-Aw - R - ie2v9z Page 13 07515.0092:027304s.12 • 9.3 in addition to Lessee's undertaking, as stated in this Article, and as a means of further protecting the City, its of leers, agents, servants and employees, Lessee shall at all times during. the terra of this Ground Lease obtain and maintain in effect insurance coverage consistent with the requirements of Section 9.2 hereof and Schedule A attached hereto and made a part hereof, In this connection, Lessee agrees to require its contractors doing work on the Airport, and Lessee's tenants and Sublessees, to carry adequate insurance coverage. 9.3.1 Lessee shall review its coverage annually and increase the minimum liability insurance set fords in Schedule A to an amount when, in Lessee's opinion, the risks attendant to Lessee's operations hereunder have increased. The City shall not be liable for any shortfall in Lessee's coverage or the coverage of Lessee's tenants or Sublessees. rn no event shall Lessee allow such insurance coverage to be below the minimum requirements set forth in Schedule A. Failure to maintain such insurance in the types and amounts specified herein shall constitute a material and substantial breach of this Ground Lease, 9.4 Lessee represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, rnarks, names or slogans used by it in its operations under or anywise connected with this Ground Lease. Lessee agrem to save and hold the City, its officers, employees, agents and representatives, free and harmless of and from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trademark or copyright, or arising from any alleged or actual unfair competition or other similar claim, arising out of the operations of Lessee under or in anywise connected with this Ground Lease. ARTICLE 14 RULES AND REGULATIONS AND MOUMUM BTAffUARDS 10.1 From time to time the City may adopt and enforce Rules and Regulations and Minimum Standards with respect to the occupancy and use of the Airport. Lessee agrees to observe and obey any and all such Rules and Regulations and Minimum Standards and all other Federal, State and municipal rules, regulations and laws in effect from time to time and to require its officers, agents, employees, tenants, Sublessees, contractors, and suppliers, to observe and obey the same. This provision will include compliance with the Airport's Noise Abatement Plan, as promulgated. The City reserves the right to deny access to the Airport and its facilities to any person, firm or corporation that fails or refUses to obey and comply with such Rules and Regulations, laws and NWmum Standards. Notwithstanding anything to the contrary contained in this Article 10, however, the City acknowledges and agrees that the Aviation Related Facilities shall, from the "made and entered into" date set forth on the first page of this Ground. Lease until the Effective bate of this Ground Lease, only have to comply with the Rules and Regulations, Minimurn Standards, and other Airport -related municipal rules and regulations that were in effect on said "made and entered into" date. cai4"o undLmm-Raised-1nugs Page 14 07513.OM:0273043.12 AUTICU,11 SIGNS Lessee shall have the right to install and maintain one or more signs on the Leased Premises identifying it and its operations, provided, however, the subject matter, type, design, number, location and elevation of such signs, and whether lighted or unlighted, shall be subject to and in accordance with the written approval of the City. �No sign will be approved which, in the City's opinion, may be confusing to aircraft pilots or automobile drivers or other traffic or which fails to conform to the architectural scheme of the Airport or meet the requirements of the City. ARTICLE 12 LEASEHOLD G. AND ASSIGlM I1v1� T 12.1 Lessee shall have the right, at any time and froth time to time, without the City's consent, and on terms and conditions determined by Lessee to be appropriate, to mortgage, pledge, grant deed(s) of trust, or otherwise encumber all or any portion of the leasehold estate created hereby and all or any portion of the right, title, and interest of Lessee hereunder (including Lessee's interest in the Leasehold Improvements and each Sublessee's interest in a Sublease and in and to the Leasehold Improvements hereunder), and to assigm, hypothecate, or pledge the same as security for the payment of any debt to any holder of a promissory note or other evidence of indebtedness (such notes, mortgages, deeds of trust, _ and other documents evidencing and securing such Ioam shall be referred to as a "Leughpid Waglgg"; and a holder of a Leasehold Mortgage as a "LOW&OId Mortsam"). No Leasehold Mortgagee, trustee, or other person claiming by, through, or under any Leasehold Mortgagee shall by virtue thereof acquire any liens on the fee interest of the City in the Leased Premises or any greater right in the Leased Premises than Lessee then had under this Ground Lease, except for the rights expressly granted to such Leasehold Mortgagee, trustee, or other person under the terms of this Ground Lease. All Leasehold Mortgages shall be subject to all of the conditions, covenants, and obligations of this Ground Lease and to all of the rights of the City hereunder. Lessee shall also have the right to finance any Leasehold Improvements (or any addition, alterations, or improvement thereof) through the issuance of bonded indebtedness soured, in whole or in part, by the Leased Premises, the Leasehold Improvements, or any rents or other revenues resulting therefrom. After the execution and recordation of any Leasehold Mortgage, Lessee or the Leasehold Mortgagee shall notify the City in writing that such Leasehold Mortgage has been givers and exwuted by Lessee and shall furnish the City with the address to which copies of notices should be mailed. The City agrees that 'it will thereafter give to the Leasehold Mortgagee, at the address so given, duplicate copies of any and all notices in writing which the City may from time to time give or serve upon Lessee under and pursuant to the terms and provisions of this Ground Lease. Such Leasehold Mortgagee shall have the 40 same cure rights available to Lessee with respect to any alleged failure by Lessee to ontaxv Ground Loan - Rsvisod - rya ugs Page 15 07515AW1.0273045.12 perform under this Ground Lease, and if the alleged failure is cured, the City will acOept such cure tendered by such Leasehold Mortgagee. In addition to the cure rights of a. Leasehold Mortgagee as described above, each Leasehold Mortgagee shall also have the right to partially cure any alleged default by Lessee sander this Ground Lease to the extent that such default affects any portion of the Leased Premises or Leasehold Improvements covered by its Leasehold Mortgage (including, but not limited to, a prorated payment of rent and use fees as set forth in Article d hereof). In the event of such a partial cure by a Leasehold Mortgagee, the City agrees that this Ground Lease shall continue in fish force and et%ct with respect to the portion of the Leased Premises and Leasehold Improvements covered by the Leasehold Mortgage of such Leasehold Mortgagee; provided, however, all reasonable and necessary City costs related to such documentation, including reasonable and neemary attorneyn fees, shall be paid to the City by Lessee. The City agrees to rrea-sonably Cooperate with Lessee and any prospective Leasehold Mortgagee in documenting these partial cure rights in a manner reasonably requested by such Leasehold Il+ortgagoe. No Leasehold Mortgagee shall be or become liable to the City as an assignee of this Ground Lease or otherwise until it expressly assumes such liability in writing, and no assumption shall be inferred or result from foreclosure or other appropriate proceedings in the nature thereof or as the result of any other action or remedy provided for by any Leasehold Mortgage or other instrument executed in connection with such Leasehold Mortgage or from a conveyance from Lessee pursuant to which the purchaser at foreclosure (or grantee or transferee in lieu thereof) shall acquire the rights and interests of Lessee under the terms of this Ground Lease. 12.2 Lessee may enter into agreements (collectively, " ubleas&') with sub -lessees, licensees, and concessionaires (collectively, "Subiessees") for the right to use or occupy the Leased Premises or the Leasehold Improvements or any part thereof without the consent of the City; provided, however, all Sublessees must still obtain FBO permits or commercial operating permits, as applicable, from the City in accordance with the I1+ nimum Standards in effect from time to time. All Subleases shall be subordinate to all the terms~ conditions, and covenants of this Ground Lease and shall contain a written provision to that effect (or otherwise be mall and void), and no such Sublease shall extend beyond the term of this Ground Lease. 12.3 Except as provided in Sections 12.1 and 12.2 above, Lessee covenants and agrees that it will not sell, convey, transfer, mortgage, pledge, or assign this Ground Lease, or any part hereof* or any interests herein, or any rights created hereby, without the prior written consent of the City. The foregoing notwithstanding, the City, in consideration of the investments by Lessee, agrees that (i) Lessee may, without the consent of the City, assign all or any portion of its interest in this Ground Lease, the Leased Premises, or the Leasehold Improvements to any "Affiliate" (i.e., any entity that controls, is controlled by, or is under common control with Lessee) of Lessee and (u) the City will consent to the assignment of this Ground Lease by Lessee to a responsible third party, provided, that the Galwry Gmur l 14 um - Revised - U21198 Page 16 07315.0092:0273045.12 R � 1 request for the City's consent is in writing and presented at least sixty days prior to the date of assignment and provided further, that the City determines, in its sole discretion and to its satisfaotion, that the prospective assignee is financially and operationally responsible to fulfill the duties and responsibilities prescribed by this Ground Lease. The City shall not unreasonably delay action on Lessee's request for its consent; provided, however, that any such consent shall be given only by format action of the City Council of the City of Fort Worth. 12.4 Except as provided in Section 12.1 and Section 12.2 above, any attempted assignment or transfer of this Ground Lease, or any rights of Lessee hereunder, without the prior written consent of the City, shall be void. 12.5 Any assignment of this Ground Lease shall be on the condition that the assignee accepts and agrees to all of the terms, conditions and provision of this Ground Lease and agrees to accept and discharge all of the covenants and obligations of Lessee hereunder, including, but not limited to, the payment of all sums due and to become due by Lessee under the terms hereof 12.6 No Sublease shall in any way relieve Lessee of any of its obligations to the City set forth or arising from this Ground Lease. Any termination of Lessee's eights hereunder shall only give the City the right to terminate "below -market" Subleases with Affiliates (defined in Section 12.3 above) of Lessee. All other Subleases, however, shall survive any termination of Lessee's rights hereunder, and the rights of such Sublessees shall not be 40 disturbed so long as they perform in accordance with their respective Subleases; provided, however, that if any provision of such Subleases conflicts with or is ambiguous in relation to the terms and provisions of this Lease, the Sublessee shall be bound by the more restrictive provision or the provision that is more beneficial to the City, at the City's sole election. Under any surviving Sublease, sublessee shall be deemed to have agreed to attorn to the City, and from that time the City shall have all of the rights and remedies of Lessee under ail such Subleases. So long as Sublessee is not in default (beyond any period given tenant in the Sublease to cure such default) in the payment of rent or in the performance of any of the terms, covenants or conditions of the Sublease on Sublessee's part to be performed (i) Sublessee's possession of the Leased Premises shall not be diminished or interfered with by the City in the exercise of any of its rights under this Lease, and (ii) the City will not join Sublessee as a party defendant in any action or proceeding for the purpose of terminating Sublessee's interests and estate under the Sublease because of any default under this Lease. The rights, duties and obligations of the City and Galaxy under the Galaxy Sublease surviving the termination of Lessee's rights hereunder and under this Lease shall be in accordance with the following: 116.1 Galaxy shall be deemed to have agreed to attorn to the City under this Lease as of the date the Lessee's rights under this I< -,ease are terminated (the" grhts�m'nation_� t " , Sveh attornment shall be effective and self operative without the execution of any further instrument. Galaxy shall be deemed to have agreed, however, to execute and deliver at any time and from time to time, upon the request of the City, any instrument or certificate c.i�a..d Lc.-xevima. rrzfms Page 17 075 I5.0092:0273045.12 which, in the reasonable judgment of the City may be necessary or appropriate to evidence such attornment. 12.6.2 From and after the Rights TerWration Date, the City shrill have all of the rights and remedies as landlord under this Lease and shall be bound to Galaxy under all of the terms, covenants and conditions of this Lease, and Galaxy shall, from and after Galas succession to the interest of Lessee sander this Lease, have the same remedies against the City for the breach of this Lease that Lessee had against the City if the GalwW had not succeeded to the interest of the Lessee under this Lease; provided, however, that the City shadl not in any event be; (a) liable for any act or omission occurring prior to the Rights Termination Date; (b) subject to any offsets or defenses which Lessee might have against the City by reason of any act or omission occurring prior to the Rights Termination Date; or (e) obligated to perform any duty set forth in the Sublease greater than its duties under the terms and conditions of this Lease, and Galaxy shall not in any event be. (i) liable for any act or omission of any prior tenant (including Lessee); or (ii) subject to any offsets or defenses which the City might have against any prior temwt (including Lessee); or (iii) bound by or liable for any obligation of any prior tenant (including Lessee) to pay any sums of !Honey to or for the benefit of the City for concessions or inducements granted to any prior tenant (including Lessee) except as expressly set forth in the Lem or (iv) bound by arty amendment or modification of this Lease made without Galaxy's consent. 12.7 If Lessee assigns, sells, conveys, transfers, mortgages, or pledges this Ground Lease in violation of the foregoing provisions of this Article, the City may collect from such assignee, or anyone else who claims a right to this Ground Lease or who occupies the Leased Premises, any charges or fees payable by it and may apply the net amount collected to the rents hereunder, and no such collection shall be deemed a waiver by the City of the agreements contained in this Article nor of acceptance by the City of any assignee, claimant, or occupant, itor as a release ofLesue by the City from the further perrformwee by Lessee of the agreements contained herein, 12.8 The rights of the Lessees set forth in this Article 12 shall inure to the benefit of a Sublessee if, but only if, such Sublessee shall have secured the prior written consent of City to the mortgage, pledge, deed(s) of trust, encumbrances, sublease, assignment, or other actions set forth in this Article 12 which the Sublessee proposes to undertake, which consent the City agrees will not be unreasonably withheld or delayed. ARTICLE 13 CONDEMNATION 13.1 In the event that the Leased Premises or any part thereof shall be condemned and takers by authority of eminent domain for any purpose during the term of this Ground Lease or sold to such authority in lieu of a taking (collectively, a "condemnation"), any award which shall be made as a result of such condemnation (i) if for the fee interest in the Leased Premises, shall be paid to the City and (H) if for the leasehold interest in the Leased Premises or for any interest in any Leasehold Improvements placed, located, or cm" cmund Lean - RAviwd- inim Page 18 47515.OM.OM045.12 constructed thereon, shall be paid to Lessee and any Leasehold Martgagen in accordance with the rights under any Leasehold Mortgages, it being understood that the City has fee title to the real property and title to all Leasehold Improvements thereon is vested in Lessee until the expiration or earlier termination of this Ground Lease. Either party, consistent with its Tights under applicable law, may appear in any such condwmation proceeding and present its claims for damages, if any, arising firom such condemnation. 13.2 Rentals for that portion of the Leased )Premises condemner) shall be abated from the date that Lessee is dispossessed therefrom; provided, However, if all of the Leased Premises are condemned, or if a portion of the Leased Premises are condemned and in Lessee's judgment, the remaining portion of the Leased Premises is - insufficient for Lessee's operations authorized hereunder, Lessee may terminate this Ground lease, and all of its rights and tutacccrued obligations hereunder effective as of the date of the taking of the condemned portion by giving the City written notice of its desire to terminate. 13.3 Lessee shall be entitled to the award made for a temporary taking of possession of all or part of the Leased Premises for any period of time within the term of this Ground Lease. Such award shall be f{rli compensation to Lessee for such temporary talting and no claims for damages arising out of the temporary taking shall be made against the City. A&TICLE ld WON-DISCR I[NATfOt i 14.1 Lessee, for itself and on behalf of its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof does hereby covenant and agree, as a covenant running with the land, that in the event facilities are constructed, maintained, or otherwise operated on the Leased Premises for a purpose for which a United States Government program or activity is extended, Lessee shall maintain and operate such facilities and services in hampllanee with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally -assisted programs of the Depmriment of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. 14.2 Lessee, for itself and on behalf of its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the Iand that (i) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Leased Premises, (ii) that in the construction of any Leasehold Improvements ori, over, or under such land and the ffirnishing of services therwn, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (iii) that Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in GalxgC;m�wdL m-Revised. 1/11/99 Page 19 07313.00*0273043.12 Federally assisted programs of the Department of Transportation Effiechmdon of Title VI of the Civil Rights Act_ of 1.964, and as said Regulations may be amended. 14.3 In this connection, the City reserves the right to take whatever action it might be entitled by law to take in order to enforce this provision. This provision is to be considered as a covenant on the part cif Lessee, a breach of which, continuing after notice by the City to come and desist, will constitute a material breach of this Ground Lease and will entitle the City, at its option, to exercise its right of termination as provided for herein, or take any action that it deems necessary to enforce compliance herewith. 14.4 Lessee shall include the foregoing provisions in every agreement or concession pursuant to which any person or persons, other than Lessie, operates any facility at the Leased Premises providing service to the public and shall include therein a provision granting the City a right to take such action as the United States may allow or direct to enforce such covenant. 14.5 Lessee shall indemnify and hold harmless the City from any claims and demands of third persons, including the United States of America, resulting from Lessee's nonco rmpliance with any of the provisions of this Section and Lessee shall reimburse the City for any loss or expense incurred by reason of such noncompliance. 14.6 To the extent legally required and applicable, Lessee assures that it will undertake an aifwmative action program as required by 14 CFR Part 152, Subpart E and 49 CFR Part 1 23, Subparts F & F, if applicable, to insure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participation in any employment activities covered in 14 CFR Part 152,, Subpart E and 49 CFR Part 23, Subparts E & F, if applicable. Lessee assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart_ Lessee assures that it will require that its tenants and Sublessees and its covered suborganizations provide assurances to Lessee that they similarly will undertake of rtnative action programs and that they wall require assurances from their suborganizations, to the extent required by 14 CFR Part 152, Subpart E and 49 CFR Part 23, Subparts E & F, if applicable, to the same effect. ARTICLE 15 15.1 Lessee shall procure all licenses, certificates, permits, or other authorizations from all governmental authorities, if any, having jurisdiction over Lessee's operations at the Leased Premises which may be necessary for Lessee's operations thereat. 15,2 Lessee shall pay all taxes, license, certification, permit and examination fees, and excise taxes which may be assessed, levied, exacted, or imposed on the Leased Premises or operation hereunder or on the gross receipts or -gross income to Lessee therefrom, and toshall make all applications, reports and returns required in connection therewith; Galaxy chmu d IPa" Reviw - MISS Page 20 07313.002.,M73045.12 15.3 In addition to compliance by Lessee with all laws, ordinances, governmental rules, regulations, and orders now or at any tune in effect during the term hereunder adopted in accordance, with Section 7.3 of this Lease and which, as a matter of law, are applicable to the operation, use or maintenance by Lessee of the Leased Premises or the operations of Lessee tinder this Ground Lease, Lessee agrees that it shall conduct all its operations under this Ground Lease and shall operate, use, and maintain the Leased Premises in such manner that there will be at all times a practicable minimum of air pollution or any other type of pollution, and in accordance with Section 6.14, a practicable minimum of noise emanating from, arising out of, or milting from the operation, use, or maintenance of the Leased Premises by Lessee and from the operations of Lessee under this Ground Lease. 15.3.1 The City hereby reserves the right frorn time to time and at any time during the term of this Ground Lease to require Lessee, and Lessee agrees, to design and construct at its sole cost and expense such reasonable structures, fences, equipment, devices, and other facilities as may be necessary or appropriate to accomplish the objective as set forth in Section 15.3 hereof: All locations, the manner, type, and method of construction and the size of any of the foregoing shall be determined by the City. 15.3.2 Lessee shalt submit for City approval an application together with its plans and specifications covering the required work or any other work and, subject to receiving such approval, shall proceed diligently to construct the -same. ARTICLE 16 lli'.1GHTS OF SENTRY RESERVED 1& 1 The City, by its officers, employees, agents, representatives, and contractors, shall have the right at all reasonable' times to enter upon the Leased Premises for any and all reasonable purposes not inconsistent with this Ground Lease. 16.2 Without limiting the generality of the foregoing, the City, by its officers, employees, agents, representatives contractors, and fitrnishers of utilities and other services, shall have the right, at its own cost and expense, whether for its own benefit or for the benefit of others than Lessee at the Airport, to maintain existing and future underground mechanical, underground electrical and other underground utility systems and to enter upon the Leased Premises at all reasonable trines, and upon notice to Lessee, to make such repairs, replacements, or alterations thereto, as may, in the opinion of the City, be deemed necessary or advisable, and from time to time (with the prior written approval of Lessee, which approval will not be unreasonably withheld) to construct or install under the Leased Premises such underground systems or parts thereof and, in connection with such maintenance, use the Leased Premises for access to such underground systems. The City agrees that In the event it exercises the rights reserved in this Section 16.2, the City, at its costs and expense, shall repair any damage to the Leased Premises that result therefrom (including damage caused by the City or its employees, agents, representatives, contractors, or any other person to whore such rights have been assigned). It is o.hLq ck.md Lem - R evit-d - v2 u9s Rage 2 l 073 r5.0092:0273045.12 specifically understood and agreed that the reservation of the aforesaid right by the City shall not impose or be construed to impose upon the City any obligation to repair, replace, or alter. any utility service lilies now or hereafter located on the Leased Premises for the purpose of providing utility services only to the Leased Premises. 16.3 jr, the event that any personal property of Lessee shall obstruct the access of the City, its officers, employees, agents, or contractors, or the utility company furnishing utility service to any of the underground utility systems described in Section 16.2 above, and thus shall interfere with the inspoc ion, maintenance, or repair of any such system pursaaant to Section 15.2, Lessee shall move such property, as directed by the City or said utility company, in order that access may be had to the system or part thereof for inspection, maintenance or repair. If Lessee shall fail to so move such property after direction from the City or said utility company to do so, the City or the utility company may move it, and Lessee hereby agrees to pay the cost of such moving upon demand, and further Lessee hereby waives any claims against the City for damages as a result therefi om. 16.4 Exercise of any or all of the foregoing rights in this Article, by the City, or others under right of the City, shall not be, nor be construed to be, an eviction of Lessee, nor be made the grounds for any abatement of rental nor any claim or demand for damages against the City, consequential or otherwise. ARTICLE 17 - f ADlli'I[ OVAL RENTS AND�CIiARGES 17.1 Except as provided in Section 5.3 (b), in the event Lessee fails within thirty (30) days after receipt of written notice from the City to perform or commence to perform any obligation required herein to be performed by Lessee, the City may enter the Leased Premises (without any liability for such entry and without such entering causing or constituting a cancellation of this Ground Lease or an interference with the possession of such Leased Premises by Lessee) and do all things reasonably necessary to perform such obligation, charging to Lessee the cost and expense thereof, and Lessee agrees to pay to the City upon demand such charge in addition to any other arnounts payable by Lessee hereunder. Provided, however, that if Lessee's failure to perform any such obligation endangers the safety of the public or employees or property of the City or other tenants of the Airport, and the City so states in its notice to Lessee, the City (without any Iiability to Lessee) may perform such obligation of Lessee at any time after the giving of such notice and charge to Lessee the reasonable cost and expense thereof which Lessee shall pay upon demand. 17.2 If the City elects to pay any suns or sums or incur any obligation or expense by reason of the failure, neglect, or refusal of Lessee to perform or fulfill any one or more of the conditions, covenants, or agreements contained in this Ground Lease, or as the result of any act or omission of Lessee contrary to said conditions, covenants, or agreements, Lessee hereby agrees to pay the sure or sums so paid or expense so "incurred by the City as the result of such failure, neglect, or refusal of Lessee, including interest, not to exceed 40 twelve percent (12%) per annum, together with all costs, damages and penalties. n such Oa%xyOwUMUM.Rakbd.U2It9S Page22 075 0. 0012. 02 73 045.12 event, the total of such amounts may be added to any installment of rent thereafter due hereunder, and each 'and every part of the write shall be and become additional rent recoverable by the City in the saute manner and with like remedies as if it were originally a part of the rent provided for in this Ground Lease. f� 1 By CITY 18.1 is the event Lessee (or any successor in interest to Lessee) ceases to pay the full amount of rental or any other charges required by this Ground Lease to be paid to the City, the City shall give written notice to Lessee of such default. K within fifteen (15) days after the date the City gives such notice, Lessee has not corrected said default and paid the delinquent amount in full, the City may by written notice to Lessee terminate Lessee's rights under this Ground Lease and all rights and privileges granted hereby to Lessee in and to the Leased Premises. 18.2 Upon the default by Lessee in the performance of any covenant or conditions required to be performed by Lessee, and the failure of Lessee; to commence to remedy such default for a period of thirty (30) days after receipt from the City of written notice to remedy. the same (except as otherwise provided in Section 5.3 (b) above) and thereafter diligently pursue the completion of such remedy and, except default in the timely payment of any money due the City, within fifteen 05) days after notice to Lessee, the City shall have the right to terminate Lessee's rights under this Ground Lease for such cause by giving written notice to Lessee. Notwitbstanding the fact that Lessee may be diligently pursuing the completion of any remedy, Lessee must substantially complete such remedy within nine months after beginning same. 18.3 Upon the default by Lessee, and the giving of notice of the default by the City as provided for elsewhere herein, and the expiration of all applicable cure periods, the notice of termination of Lessee's rights under this Lease shall become final; provided, however, that should the City determine that Lessee is diligently remedying such default to completion, the City may withhold said notice of termination. If, however, the City determines, in its reasonable discretion, that such default is no longer being diligently remedied to conclusion, the City shall have the right to issue said notice of terrination, and said notice of termination shall no longer be held in abeyance for any reason and shall become final upon notice to Lessee. 18.4 Upon termination of Lessee's rights under this Ground Lease for any reason, all rights of Lessee shall terminate. The rights of any Sublessees who are Affiliates of Lessee and who occupy the Leased Premises at "below-marlkef' rates shall also terminate. The ruts of other Sublessees under the terms of this Lease, however, shall not terminate, and their rights shall not be disturbed so long as they perform in accordance with their respective Subleases as more particularly provided in Section 12.6. Upon termination of this Lease as permitted under Section 12.6, the Leased Premises, except for Lessee's equipment, fixtures, and other personal property which may be removed from said Leased Premises as a ca t-x�,��e- rrztl�s Page 23 07517.0092-OV3Q4S.12 40 provided elsewhere herein, shall be free and clear of all claims of Lessee, and the City shall have immediate right of possession to the Leased Premises. The City shall, not be liable (i) to assume, take subject to, or otherwise be responsible for tho payment or performance under any Leasehold Mortgage or (ii) to Lessee or Lessor's contractors, Sublessees, or anyone else, for the value of Leasehold Improvements constructed or located on the Lamed Premises. 18_5 Failure by the City to take any authorized action upon default by Lessee of any of the terms, covenants or conditions required to be performed, kept, and observed by Lessee shall not be construed to be, nor act as, a waiver of said default nor of any subsequent default of any of the terms, covenants and conditions contained herein, to be performed, kept, and observed by Lessee. Acceptance of rentals by the City from Lessee, or performance by the City under the terms hereof, for any period or periods after a default by Lessee of any of the terms, covenants, and conditions herein required to be performed, kept and observed by Lessee shad not be deemed a. waiver or estoppel of any right on the part of the City to cancel this Ground Lease for any subsequent failure by Lessee to so perform, keep, or observe any of said terms, covenants or conditions. 18.6 Eprerj Mby Leasehold b forlga ee. Notwithstanding anything in this Ground Lease to the contrary, the City shall not be entitled to exercise lts right to terminate this Ground Lease as provided in this Article 18 during the period that a Leasehold Mortgagee shall require to (i) foreclose its mortgage or otherwise to fulfill or complete its remedies under its Leasehold Mortgage or (ii) cure any default under this Ground Lease; provided, however, such period shall not exceed 190 days after the City gives notice of termination pursuant to Section 18.1 and Section 18.2 hereof and provided further that within such period: (a) such Leasehold Mortgagee proceeds promptly and with due diligence with its remedies under its Leasehold Mortgage or its cure under this Ground Lam; (b) there is timely paid to the City the rental and all other sums which have, or may, become due and payable with respect to the portion of the Leased Premises or Leasehold improvements covered by the Leasehold Mortgage of such Leasehold Mortgagee and (c) and all other terms and provisions of this Ground Lease, to the extent they are applicable to the portion of the Leased Premises covered by the Leswhold Mortgage of such Leasehold Mortgagee, are duly complied with by such Leasehold Mortgagee. 18.7 No Woluntmy Surrel1der of Leasehold Estate, Without Cgnsen . So long as there exists an unpaid or undischarged Leasehold Mortgage on the estate of Lessee created hereby, the City expressly agrees for the benefit of the Leasehold Mortgagee that it will not accept from Lessee a voluntary surrender of the Leased Premises or a cancellation or amendment of this Ground Lease prior to the expiration of this Ground Lease without the written consent of the Leasehold Mortgagee. So long as Galaxy's Sublease shall remain in effect, the City expressly agrees for the benefit of Galaxy that it will not accept front Lessee a voluntary surrender of the Leased Premises or a cancellation or amendment of this Ground Lease prior to the expiration. of this Ground Lease without the written consent of Galaxy, cwaq ammo Lame. Revised - inu gs Page 24 015 15.00SM0273045.12 18.8 New Lease with Leasehold Mottnanee or Galaxy► upon Termination. If this Ground Lease shall terminate for any reason, the City agrees that the Leasehold Mortgagee and Galaxy shell each have the right, for a period of 90 days subsequent to such termination of this Ground Lease, to deliver to the City written notice of such party's election to execute a now lease of the Leased Premises of the chuader and, when executed and delivered and possession of the Leased Premises is taken thereunder, having the effect hereinafter set forth. The new ]ease shall be executed by the- City and the L-,ea old Mortgagee or Galaxy within 15 days after the receipt by the City of such written notice. Such new lease shall be for a term to commence at the termination of this Ground Lease and, shall have as the date for the expiration thereof the same date stated in this Ground Lease as the date .for the expiration hereof. The rent thereof shall be at the same rate as would have been applicable during such term under the provisions of this Ground Lease had this Ground Lease not so terminated, and all the rents, covenants, conditions, and provisions of such new lease, including, but not limited to, the conditional linutadons set forth in this Ground Lease, shall be the same as the terms, conditions and provisions of this Ground Lease. The Leasehold Mortgagee or Galaxy shall, at the time of the execution and delivery of such new lease, pay to the City all rental and other sums which vvauld have become payable hereunder by Lessee to the City to the date of the execution and delivery of such now lease had this Ground Lease not terminated, and which remain unpaid at the time of the execution and delivery of such new lease, together with reasonable attorneys' fees and expenses in connection therewith, Any such new lei, as contemplated in this Section 18.9 may, at the option of the Leasehold Mortgagee or Galaxy, be executed by a nominee of such party, without the Leasehold Mortgagee or Galaxy assuming the burdens and obligations of Lessee thereunder beyond the period of its ownership of the leasehold estate created hereby. ARTICLE 19. REMEDIES.- SURRENDER; -AND RIGIFIT OF RE-ENTRY 19,1 Limi Ation an_City's Recned e . Notwithstanding any other provision in this Ground Lease to the contrary, upon any default by Lessee of any provision of this Ground Lease or upon any termination of this Ground Lease for any reason (including, but not limited to, any such default by Lessee), the City's sale and exclusive remedy shall be to re-enter and take possession of the Leased Premises (or portion thereof) and to take title to and possession of the Leasehold Improvements (or portion thereof) then located, placed, or constructed thereon, free from any claims by Lessee. The exercise of such remedy (i) shall not obligate the City to assume, take subject to, or otherwise be responsible for the payment or performance under any Leasehold Mortgage and (ii) shall not affect the rights of any Sublessee (except Sublessees that are Affiliates- of Lessee and that occupy the Lease Premises at "below market" rates). The remedy Iimitation set forth in this Section 19.1 shall not apply to (a) any indemnity obligations of Lessee set forth in this Ground Lease; (b) to the repayment obligations of Lessee pursuant to Sections 5.3 or 5.4 hereof; or (c) to the obligations of Lessee pursuant to Section 6,15 hereof. In addition, nothing contained in this Ground Lease shall be interpreted to constitute the personal obligations of Lessee to pay or perform under or in accordance with any Leasehold Mortgage. c��xy r • R - xnyros Page 25 07313.0092:0273045,12 AMN 19.2 Upon the expiration or termination of this Ground Lease pursuant to any terms here Lessee ,agrees peaceably to surrender up the Leased Promises to the City in the s me condition as they were at the tirne of the commencement of the terra hereof and as they may hereafter be repaired and improved by Lessee; save and exert, (a) such normal wear and tear thereof as could not have bear prevented by ordinary and usual repairs and maintenance, (b) obsolescence in spite of repair, and (c) dmnage to or destruction of the Leasehold Improvements for which insurance proceeds are reamed by the City. Upon such termination, the City may re-enter and repossess the Leased Premises together with all Leasehold Improvements. Furthermore, upon such termination, and for a reasonable time thereafter (not oweeding thirty (30) days after such termination, and for which period Lessee will pay to the City current lease rentals), or during the term of this Ground Lease, if Lessee is not in default in rentals or any other charges or obligations due the City, Lessee shall have the right to remove its personal property, fxtures and trade equipment which it may have on the Leased premises, provided the removal thereof does not impair, limit, or destroy the utility of said Leased Premises or building for the purpose for which they were constructed or improved, and provided further that Less repairs all damages that might be occasioned by such removal and restores the Lmod Premises to the condition above requited. • ARTICLE 20 SER ES,` 20.1 The City covenants and agrees that during the term of this Ground Lease it will operate the Airport as such for the use and benefit of the public, provided however, that the City may prohibit or limit any given type, kind, or class of aeronautical use of the Airport if such action is necessary for the safe operation of the ,Airport or necessary to serve the civil aviation needs of the public. The City further agrees to use its Crest efforts to maintain the runways and taxiways in good repair. The City agrees to beep in good repair hard - surfaced public roads for access to the Leased Premises, The City also agrees to provide and maintain water and sanitary sewer services in areas designated for utilities or easements adjacent to the Leased Premises for uccess thereto by Lessee in accordance with the City policy governing salve. 20.2 Lessee will contract with and obtain all required permits from the appropriate departments for any utility services provided by the City for Lessee, paying any required connection fees, including those to be paid by owners, and all such services will be provided at rates and on terms and conditions established by the City for similar users in the City. 20.3 Lessee will also contract with the furnishers of all other utilities for the furnishing of such services. to the Leased Premises and shall pay for all water, gas, electricity, sanitary sewer service, other utilities, telephone, private security and fire protection services furnished to the Leased Premises. The City shall allow the providers of such utilities reasonable access to the boundaries of the Leased Premises for the installation of their utility systems. cstaxyCwmuW L4-Aw • ed. v2v9s Paget& 07313.OM-.0273045.12 ARnQ4 2 THIS AItTI 21' ..1 NALLY LEFT BLA,1 &U-ISILL21 1 HIS ARTICLE 22 I1MN TIONALL`lI LEFT BLAMC n___ A LI1�iT`�'�I'N FRIGHTS AND PRIVILEGES_+�RANTED 23.1 Except the exclusive right of Lessee to possession of the Leased Promises, no exclusive rights at the Airport are granted by this Ground Lase, and no greater rights or privileges -with respect to the use of the Leased Premises or any part thereof are granted or intended to be grmted to Lssm by tlrls Ground Lease, or by any provision thereof; than the rights and privileges expressly and speCificaily granted hereby. ARTI.,E 24 NOTICES 24.1 All notices, consents and approvals required or desired to be given by the parties hereto shall be sent in writing, and shall be deemed given when received at the recipient's notice address, except that notice that must be given by a certain time to be effective and is sent registered or certified mail, postage prepaid, return receipt requested, addressed to the recipient's address shall be deemed given when posted. Notice that starts the running of a time period and is delivered on a non -business day shall be deemed delivered on the next business day if left at the notice address, or the next business flay on which it is redelivered if it is not left at the notice address. 24.2 The notice addresses of the parties are as follows: Ip the City: City Manager City of Fort Worth 1000 Throckmorton Ft. Worth, Texas 76102 and Director Airport Systems Meacham Airport, 4201 North Main Street Ft. Worth, Texas 76106 E ca wW Ground [.ease- Ra 4w4- v2im Page 29 07515,0092:0273043.12 • T Alliance Aviation Investors, L.P. Attn: Timothy D. Ward 2221 Alliance Boulevard, Suite 100 Ft. Worth, Texas 76177 and Hillwood Development Corporation Attn: Rick Patterson 2421 Westport Parkway, Suite 200 Ft. Worth, Texas 76177 Such addresses shall be subject to change from time to time to such other representatives or addresses as may have been specified in written notice given by the intended recipient to the sender. 24.E hMra, tg J,mehold Mgrtgzae and Subl_gsup§. Notwithstanding anything in this Ground Lease to the contrary, the City agrees, if and so long as the leasehold estate of Lessee is encumbered by any Leasehold Mortgages executed in accordance with the terms and conditions of this Lease in favor of any Leasehold Mortgagees, or by any Sublease in favor of Galaxy, to give -the Leasehold Mortgagees (at such address or addresses as may be specified by said Leasehold Mortgagees to the City in writing) or Galaxy (or such address or addresses as may be specified by Galaxy to the City in writing) duplicate copies of any and all notices in writing which the City may from time to time give or serve upon Less" under and pursuant to the terms and provisions of this Ground Lease, and no such notice to Lessee shall be effective or be deemed to have been given to Lessee hereunder unless such notice is also given to said Leasehold Mortgagees or Galaxy; and said Leasehold Mortgagees or Galaxy shall have the right, within the said period of time as given to Lessee, and to the same extent and with the same effect as though done by Lessee, to talce such action or to make such payment as may be necessary or appropriate to cure any event of default, it being the intention of the parties hereto that the City shall not terminate this Ground Lease or Lessee's rights of possession hereunder without first affording to said Leasehold Mortgagees and Galaxy the same rights and the same notices with respect to any such default and the same period or periods of time within which to cure the same, including the right to enter into possession of the Leased Premises. ARTICLE 25 HOLDING OVER 25.1 No holding over by Lessee after the termination of this Ground Lease shall operate to extend or renew this Ground Lease for any further term whatsoever; but Lessee will by such holding over become a tenant at will of the City and, after written notice by the City cAtaxy Ground Lem-Reviud- init9s Page 28 07515.0092 0273M.12 to vacate such premises, continued occupancy thereof by Lessee shall constitute Lessee a trespasses. 25.2 Any holding over by Lessee beyond the thirty (30) day peflod permitted for removal of fixtures without the written consent of the City shall matte Lessee liable to the City for damages equal to double the rentals provided for herein and which were in effect at the termination of this Ground Lease_ 25.3 All insurance coverage that Lessee is required under the provisions hereof to maintain in effect shall continue in effect for so long as Lessee, or any of Lessee's Sublessees or tenants occupy the. Leased Premises or any part thereof. ARTICX 26 INVALID PROVISIONS 26.1 The invalidity of any provisiow, articles, paragraphs, portions, or clauses of this Ground Lease shall have no effect upon the validity of any other part or portion hereof so long as the remainder shall constitute an enforceable agreement. ARTICLE 27 MISCELLANEOUS PRO I01�5 27.1 Ion-. diver of Rinhts. The failure by either party to exercise any right, or rights accruing to it by vi1'tue of the breach of any covenant, condition or agreement herein by the other party shall not operate as a waiver of the exercise of such right or rights in the event of any subsequent breach by such other party, nor shall such other party be relieved thereby from its obligations under the terms hereof. 27.2 IiTan�liability QLLndiudwb. No director, officer, agent or employee of either party hereto shall be charged personally or held contractually liable by or to the other party under any term or provision of this Ground Lease or of any supplement, modification or amendment to this Ground Lease becatase of any breach thereof or because of his or their execution or attempted execution of the same. 27.3 QWct njgym=. The City covenants that as long as Lessee is not in default of any provision of this Ground Lease, Lessee shah and may peaceably and quietly have, hold and enjoy the Leased Premises exclusively to it and the rights appurtenant to the Leased Premises granted in this Ground Lease during the term hereof unless sooner canceled as provided in this Ground Lease. 27.E EsTot pn ,I ertiflcates. At the request of Lessee in connection with any Leasehold Mortgage, Sublease, or assignment, the City shall execute and deliver a written statement addressed to such Leasehold Mortgagee, Sublessee, or assignee identifying it as the Lessor under this Ground Lease and certifying: (i) the documents that then comprise this Ground Lease, (U) that this Ground Lease is in full force and effect, (iii) the then current Galaxy ComM [pease - Revised-1121/98 Page 29 07513.OM:0273045.12 annual amount of rent and the date through which it has been paid, (iv) the expiration date of this Ground Learn (v) that no amotmts are them owed by Lesm to the City (or, if amounts am owed, specifying.the same), (vi) to the knowledge of the City, there are no defaults by Lessee, under this Ground Lease or any facts which but for the passage; of time, the giving of notice or froth would constitute such a defaWt, (vii) that the rights of Sublessees (except' Sublessees that are Affiliates, of Lem and that occupy the Leased Premises at "below-markeV rates) will not be disturbed by any default of Lessee, and (viii) any other fact or information reasonably requested by such Leasehold Mortgagee, Sublessee, or assignee. The person or entity to whom such statement is addressed shall be entitled to rely conclusively upon such written statement. 27.5 Short Enrmnsf.LeasThis Ground tease shall not be recorded, but at the request of elther.party, the other shall execute a memorandum or short form of lease for recording. 27.6 General Provisions. Lessee shall not use, or permit the use of, the Leased Premises, or any part thereog for arty purpose or use other than time authorized by this Ground Lease. 27.7 This Ground Lease shall be performable and enforceable in Tit County, Texas, and shall be construed in accordance with the laws of the State of Texas. 27.8 This Ground Lease is made for the sole and exclusive benefit of the City and Lessee, their successors and assigns, and is not made for the benefit of any third pater. 27.9 in the event of any ambiguity in any of the terms of this Groused Lease. it shell not be construed for or against any party hereto on the basis that such party did or slid not author the same_ 27.10 All covenants, stipulations and agreements in this Ground Lease shall extend to and bind each party hereto, its legal representatives, successors and assigns. 27,11 The titles: of the several articles of this Ground Lease are inserted herein for convenience only, and are not intended and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 27.12 Nothing herein shall be construed as. creating a joint enterprise or partnership between the City and Lessee. Lessee shall at all times be considered an independent contractor in the performance of the terms and conditions of this Ground Lease, and shall be solely responsible for the servants, employees, contractors, and subcontractors. The doctrine of respondent superior shall have no application as between the City and Lessee. 27.13 Leasehold Mortgagee Protections. The City and Lessee shall cooperate in including in this Ground Lease by suitable amendment from time to time any provision which may reasonably be requested by - any proposed Leasebold Mortgagee for the purpose of implementing the mortgagee protection provisions contained in this Ground Lease and allowing such mortgagee reasonable means to protect or preserve the lien of the G�tnxyGrouna t�eass-t�avisea• 1/21198 Page 3O 07313.OM-0773043.12 Lx..asehold Mortgage on the o mence of a default under the terms of this Ground Lease. Adhoil The City and Lessee each agree to execute and deliver (and to acknowledge, if necessary, 1p for recording purposes) any agreement necessary to effect any such amendment; provided, however, that any such mnendment shaft not in any way affect the teen or rent under this Ground Lease nor otherwise in any material respct adversely affect any rights of the City under this Ground Lease. It is understood and agreed, however, that if such amendments or agreements vary the substantive rights of the parties as set forth in this Ground Lease, then such armndnnents or agreemciits must beapproved by the City Council of the City. 27.14 Sublessee ProWion. The City =d Lessee shall cooperate in including in this Ground Lease by suitable amendment from time to time any provision which may reasonably be requested by Galaxy for the purpose of implementing the Sublessee protection provisions contained in this Ground Lease and allowing Galaxy reasonable means to protect or preserve Gabs interest in the Leased Premises on the occurrence of a de&Wt under the terms of this Ground Lease. The City and Lamm each agree to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effect any such amendment, provided, however, that any such amendment shall not in any way affect the term or rent under this Ground. Lease nor otherwise in any material respect adversely affect any rights of the City under this Ground Lease. It is understood and agreed, however, that if such amendments or agreements "vary the substantive Frights of the parties as set forth in this Ground Lease, then such amendments or agreements must be approved by the City Council of the City. 27.15 1Vontr erger. There shall be no merger of this Ground Lease or the leasehold estate created hereby with the fee estate in and to the Leased Premises by reason of the fact that this Ground Lease or the leasehold estate created hereby, or any interest in either of there, may be held directly or indirectly by or for the account of any person who shall own the fee estate in and to the Leased Premises, or any portion thereof, and no such merger shaft occur unless and until all persons at the time having any interest in the fee estate and all persons having any interest in this mound Lease or the leasehold estate, including the holder of any mortgage -upon the fee estate, shall join in a written instrument effecting such merger, 27.16 Force IvAa�eure. Any time period specified in this Ground Lease for the performance of any duty or obligation by either the City or Lessee shall be extended to include delays that result from any cause beyond the reasonable control of either party. 27.17 Other- Groeartd_L_easg. If at anytime during the term of this Ground Lease the City, as lessor, enters into any other ground Iease of real property located at Alliance Airport, and if such other ground lease contains any terms, conditions, or other provisions (including, but not limited to, the payment of rent and use fees, but excluding any provision that would extend the 30-year term of this Ground Lease) which, directly or indirectly, are more favorable or beneficial to Lessee thereunder than are the terms, conditions, and provisions of this Ground Lease to Lessee; then the terms, conditions, and other itprovisions of this Ground Lease stall be deemed to be automatically amended to the Galaxy r wed reaft - RavisW-1121199 Page 31 07315A M-027, 043.12 extent necessary to confer substantially the salve favorable or beneficial treatment upon Lessee. ARTICLE 28 SIMQRDINATION CLAUSES 2s.1 This Ground Lease is subject and subordinate to the following: 28.1.1 Tho City reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee. Accordingly, nothing contained in this Ground Lease shrill be construed to obligate the City to relocate Lessee. 28.1.2 The City reserves the right to take any action it considers necessary to protect the aerial approaches to the Airport against obstruction, together with the right to prevent Lessee from erecting or permitting to be erected any building or other structure on the Airport which, in the opinion of the City, would limit the usefulness of the Airport or constitute a hanird to aircraft. 28.1.3 This Ground Lease is and shall be subordinate to the provisions of existing and future agreements between the City and the United States relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent or relevant to the obtaining or expenditure of federal funds for the ybenefit of the Airport. 28.1.4 During the time of war or national emergency, the City shall have the right to lease all or any part of the landing area or of the Airport to the United States for military or naval use, and if any such lease is executed, the provisions of this Ground Lease insafar as they may be inconsistent with the provisions of such lease to the Government, shall be suspended, but such suspension shall not extend the term ofihis Ground Lease Abatement of'rentals shall be reasonably determined by the City in proportion to the degree of interference with Lessee's use of the Leased Premises. 28. L5 Except to the extent required for the performance of any obligations of Lessee hereunder, nothing contained in this Ground Lease shall grant to Lessee any rights whatsoever in the airspace above the Leased Premises other than those rights which are subject to Federal Aviation Administration rules, regulations and orders currently or subsequently effective. 28.1.6 Nothing in this Ground Lease obligates the City in any way to take any action that is prohibited by the 1968 Concurrent Ordinance adopted by the City of Fort Worth and the City of Dallas, Texas regarding the Dallas/Fort Worth International Airport. Lessee agrees that in the performance of this Ground Lease, it'will do no act and cause no omission that is inconsistent with, or that will place the City in violation of the 1968 Concurrent Ordinance or any proceedings relating to the operation of the Dallas/Fort Worth International Airport. The parties hereto acknowledge that the rights and duties of Lessee Gglaxy OrutaW Least -Revised -1121J98 Page 3 2 075MO0A2:0273M.12 and the terms of this Ground Lease racy be qualified to the extent that the provisions of tothe 1968 Concurrent Ordinance and pro dings relating to the operation of the Dallas/Fort Worth International Airport govern the operation of the Airport. L 29.1.7 Notwithstanding anything to the contrary stated hereitl any contractual or statutory Gen claimed by the City in all goods, wares, equipment, futures, furniture and other personal property of Lessee presently or hereafter situated in the Leased Premises and all proceeds therefrom (collectively, the "Collateral") (save and except liens for ad valorem taxes levier] oit such personal property) shall be subject and subordinate to the rights, if any, of any Leasehold Mortgagee, any holder of any Lemehold Mortgage or any holder of a lien or security interest scouring purchase money indebtedness covering any of the Collateral, and the City agrees to execute such additional docmnents as shall be reasonably necessary to effect or evidence such subordination. Lessee agrees to pay the City all reasonable and necessary costs incurred by the City in connection with the negotiation, preparation, review, and execution of such additional documents, including, but not limited to, all reasonable and necessary attorneys' fees. 28.1.8 It is agreed and understood that nothing in this Ground Lease shall be interpreted to constitute an amendment or modification to the respective rights, duties, and obligations of either the City or the Airport Operator under that certain Management Agreement betwcen Alliance Air Services, Inc., as Operator, and the City of Fort Worth dated December 15, 1993. Notwithstanding the foregoing, however, in the event there is any conflict between this Ground Lease and any term or provision of the ]Management Agreement that concerns, addresses, or deals with any ground lease of Airport property (including constructing improvements and/or providing FBO services), this Ground Lease shall control. 28.1.9 Any person or entity to which this Ground Lease (or any Frights herein) is assigned, conveyed, or otherwise transferred as a result of any foreclosure by any Leasehold Mortgagee (or as a result of any deed or other transfer in lieu of foreclosure) shall- be bound by all terms and conditions of this Ground Lease. &R'I'ILE VEIL 29.1 Should any action, whether real or asserted, at law or in equity, arise out of or in connection with the terms and conditions of this Ground Lease or the performance, nonperformance or- attempted performance hereof; venue for said action shall lie exclusively in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. Ga"G,emw1m-.aid-raV9a Pago 33 0751 S.00910a73047.12 11 ARTICLE 30, 30.1 This Ground Lease consists of Articles I to 30, inclusive, a s Amr.. A9 2 ",, gild B Schedule A and Appendix A. 30.2 This Ground Lease constitutes the entire agreement of the parties hereto and may not be changed, modified, discharged or extended except by written instrment duly executed by the City and Lessee. The Parties agree that no representations or warranties shall be binding upon the City or Lessee unless expressed in writing in this Ground Lease. ARTICL» 31 i, SSELIS f3PFUR_ RI H'F 31,1 The City hereby grants Lessee a right of first opportunity (the " r Right ") to lease all or a portion of any improvements constructed by Lessee (included, but not limited to, the Aviation Related Facilities) (collectively, the "Constructed Improve ents") pursuant to this Ground Lease. The Oppa m nity Right shall continue until termination (upon an event of Lessee's default) of this Ground Lease; and if no such termination for Lessee's default occurs, until the last of the Constructed Improvements ceases to exist. 31.2 Upon the expiration or termination (other than upon an event of default by Lessee) of this Ground Lease, the City and Lessee agree to begin (and thereafter use their best efforts to complete) negotiations of a new lease of any of the Constructed Improvements (or such portion thereof as Lessee desires) covered by such expired or terminated lease. If the City and Lessee are unable to negotiate such a new lease, the City shall then be free to solicit offers from third parties to lease such improvements. 31.3 The City shall give Lessee written notice within 10 days after beginning negotiations with any party to lease all or any portion of any Constructed Improvements, which notice shall describe the proposed schedule for negotiations (including a. "target date" for submission to the City Council). 31.4 The City shall also give Lessee written notice (the i") of any proposed lease of all or a portion of any Constructed Improvements within three days after the city manager's office is prdpared to recommend approval of such agreement (the 11Rgqgmmwded Building Lease") to the City Council. The Opportunity Notice shall include the Recorri mmended Building Lease, together with copies of the city manager's recommendation, the applicable W&C" prepared for the City Council, and any other written materials or information in the City's possession or control that are reasonably necessary or convenient to understanding the Recpmmended Building Lease, 31.5 Lessee shall have a period of 30 days after receipt of the Opportunity Notice during which to notify the City that Lessee desires to lease the Constructed Improvements upon the same terms and conditions contained in the Recommended Building Lease. W"xy crowd Lem . r evimd-1121 98 Page 34 07513.0M:02 73045.12 • ARTICLE 32 SUBDI 1 or T=1 LEAM PRE, MIS 32.1 Lessee shall have the right to divide the Leased Premises into separately platted portions (a "Platted Portion") for the sole purpose of constructing improvements on such Platted Portions. When Lessee desires to divide any portion of the Leased Premises into a Platted Portion, Lessee shall, at Lessee's expense, prepare a map and legal description of such Platted Portion and shall submit such map and description to the City Mamgcr of the City for the Manager's approval' The City Marager shall approve such Wrap and legal description if the Manager determines that the Leased Premises are being divided into Platted Portions in such manner that each Platted Portion retains reasonable access to the Transient Apron and to -adjacent public roadways. It is agreed and understood that any such map and legal description shalt be used only for the purpose of describing portions of the Leased Premises and shall not constitute a plat or a subdivision of land within the meaning of Chapter. 212, Subchapter A of the Texas Local Government Code. The City and Lessee shall execute a separate lease agreement (in substantially the forrtl of this Ground lase; provided, however, that (i) plans and specifications for subsequently constructed improvements must be submitted withn 12 months after any request to plat or replat a Platted portion and construction of such improvements must be substantially completed within 18 months after the City has approved'the plans and specifications and issued a building permit and (H) the term of all separate leases shall begin when certificates of occupmey are issued for such improvements and shall be concurrent with the term of this Ground Lease) for each such Platted Portion; whereupon, such Platted Portion shall become the leased premises for purposes of such separate lease. Upon the execution of such separate lease, the Platted Portion covered thereby shall no longer by part of the Leased Premises under this Ground Lease; and no default under this Ground Lease shall be a default under any such separate lease; and rio default under such separate lease shall be a default under this Ground Lease or under any other separate leap. [TIE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] Galaxy Ground Deese - Revised-1/21I99 Page 35 07315.0092,0273845.13 IN WITNESS WBEREGF, the;parties her -eta have executed this Ground Lease on the day acid year written above, LESSOR ATTEST: CITY OP FORTH WORTH, TEXAS By: dry Secretarv. Title: � Apprrwed As to Porm. LESSEE.. ALLIANCE A�qATIGN MVESTORS, Arid' ALLJ . d partnership L.P., atexas limited City Attorney (forinerly known as ALLIANCE AIR PAkTNE .AS, LTD) Contract rAu horization Date By: Hillwood OperAtifig L.P., a Texas limited partnership, general. partner By. Hillwood.Developmont Corporation, a, Texas eorpamflor4 general prtnerr. . By: Title: Page 36 �0'7513.0092','0273041.12 KAib� i4 Esc ip�tioet of Lemsed Premises cA&Xy G=uw a ,. t ,mw- v2vga Page 37 075 C 5.0092: 027M 45. 12 LWE PARCEL 2 ]3&MS a Uut of kuA s6tkd In the Cfty of Fad Wat, T=Zul CMMI, T and big a pordav of Lot 1, Dkmk 1, AUNWO Ai t, On Add'lj� to the C"y of '?B8$ Wow, Toms, as .,eo,d,,d b CAWO 4 Slue fib, COMWY Rc=*, T=mn County- T ,wd1 g. mcle pip domed by miles ad banuds as foftws: Gop4�&MG d 41a ell wrgwiu t1oly bmmdaV Lim of said X.ot 1, Block 1, ad being the n gnus paiftt f G dMW W&Yi TEMCK S 09a53'IVE,1 .00 fwt amp mg k" of said (WmW WZY. THWiM S 80006'47F W, 57.00 Fod cmiru4 said sumt to this POINT OF RUGll i O; fiC Z cadi=jng 9 SO °004TV, 450.34; TEWNcz N 0905110"W, 267-001fatY TMMC' W 9000 '470Z 119-79 fwt W *& bs&Ding 9f a G A-M to *e 1cf4 `'i 100.59 f }C BLOC of &$i Cl, t+Ulfts� ��' Al 45 °, w}1o9ediu5 71S 128.00 fwt, tbo l9a8 chogd offwiah bem N 57*W47"E0 97.97 fi%4 TBINCE 14 35 "06'48"&, 25.09 fca to the b0U-g of a sum to %bRB daht; TMNCF 2S.18 AA sly tip m of NaW cmre, tlw h a watw e of 90"4351"" whose ggdWs iv 20.00 &A the ]cma ohoyd ofwl" beats N 75°28'43'B, 25-91 M tlW being of a Cmvo to the 1 TIMCM 173.37 fit Q1029 ft = of wAd um'9, 'cbrauO a Centml 0408 of 35 043'51", whose radius i$ 278.g0 &K the Ion @haid of wbirhbwwq S S2F01'18"E,170.57 fwt nMNCE N S0@Q6'49"E~ 14.00 fed to the bo w of a Cum to tbo right- '� 3 i.A2 Ease a10 ste of s .lA o� a� of 90*' w O Tadius is 20-00 , *0 1009 do'id of wWf-h bps'q 54"59'12"S. - ,8.218 fee# fv the wEd liar eft y way; TIMNCE S 09" 53'13 , 252.00 fee4 d0ug said wa&t liM to is rolgC Q1f BAG7FNNWCv, and ontatijng 127,2$ g sciMjue foot ow 2.921 AMW of IMPA Mbm ar less. C&B Job No971433014 jannny 21,1998 SwWr # ACIS Pogo 1 of 2 J:174Bt971433141S'iJRkWPNLF-G 71433E1.,L(it, L PARCEL 5 Bekg a uva afi'land skwzd N ft City of Fort W Tamml CouvW. Tamp, amd Wmg a parfim of Lot 1, Mock 1,11.,l w m mart, in Addafig W fie City offer$ Vonb, Tee. P.s xoardbd in C.A1MtA, Side GA Cm-* RMM09,„ Taftlm crmty. Ulm% Md haus Mon ia"y deWdw'y uses aw b@Tr.*& a follovrx: OOVWM4 G #— w ell mum in tk mtmdy baLmw!M Ihm of SRW Lost 1, Block 1. aud lacing the wkemawow teDahms pow of evjw war, T tip S 09 "S311M.1649 56 f along do -a- kka dwdd Cam Way, rJIMCI S ll0°46'4M 57,DO fW =going Sid '4to U11D l ORW OF 1= MwG. "1EMNCS coy Q 0 80°06'47"W, 450.51, THINCE N 09@51'30"W, 359-56fimt TEMMS N NOW4711E, 450.Ea t=to tle was line of sdd Galaxy Way, TjMCZ S 090531131% 359.16 feat Slag ssI4 wwt fine to, the PQTNT OR MGff4NWG and cmbAuW 161,956 squm l of 3.719 mw oflsnd, rum or leas. C&B Job No. 971433014 Jaumaqr2l.1998 SecWW ACE J-VOB 9i1433141SUR1VR%EGW1433E1.LGL Page 2 of 2 F)(Mff slioL CARM a ems, IW--, NOT 4p Exhibt oawwamundLcaw-Rcviwd-v2vqs Page 38 07513-OMOM045.12 , � 1 ; , 1 1 , 1 , i tM2l.tW 1 l T1fT . , i.C.w7TJ'2E1' 9T.lf' , 1 � 6■25�'a4'G6' A�20. iX T■l21?Al 1. C. 6 S3, Ire F4 MASE ?AIM 2 IZT. teQ 3.6b xr, MW RP € ,2 g ate SCALE 10 a200• n CITY F FRT boRif LOT I. BLOCK I [tlSTALLIh h SI PA F�Pd1t R9 z"ll ,. ! ore ✓ . lal, ssI sa ar. SUM Pms�, as PECIPFA WE i yds. i , , , ; A{,4'piTi Tf#AtiSllfTTpR �* kr $1 1 l { [ 1 f 1 5 rd' �• CAMR a Bum. W- �rr GALA" AM SER v IM • Exhibit A-3 Descr pti0n of Aviation Relst d_F iliti CssljxyGrmndLzaw-Revised.1f21/98 Page39 07515.0M.OM045.12 'il 011i u . . . � . . . . . . . . . . . � . . . . . . . . . . . . . . . . . .. . . .. . . .. .-- . | \-- -- . .. hit� . .. . .. | '| � | . L----�----. � . /| || Aff Tw y t || . .. |' .. . .| .. .. |� |� .. / || | . . .. .. |� .. v � � ' | l� ! .. .. ' � ' | s c.Luyemuid Low u2im Page 40 07515.OM-.027X45,12 O Ps alb (tile edsre Agraeff t 111) , Mtdre-d into av of -- _ . by a�ftd Pfflmq womb, T,s, a zmd c�paj eg Tarrant and Denton on T-ITOX, r.hcr) and wtionoflank of Texas, . . , a national bj ageocialtio8 ("KatinnnB ll) . WXXXVAS, Levvee &Ad Fart Werth h&Ve entered into that certain Lease Agra ent dated December , 1993, (the "Lease"); and ��q, the l=Ame provides that Lessee Awl submit to Vort wortU security acceptable to the City (the ff3:ntended Se i.typ) i'or the purpose of Suarantmalug satia£actorY eCOplation by Lessee Of thO IMPrOvaw=ts (daUned below) to be carwtructed in accordance with the Leame (the "Seeuged obligations") ; and Lessee and Fort Worth desire and agree that Lessee be allowed to pledge Securities (as defines below) to poxes Worth, to be held by NatiousBank as everow agont, in lieu of and in caMleta wati,sfaction of the obligation to submit the Intemded Security to veeure the PQrfOzmancQ Of the Secured Obligations; NOW £or and in consideration of thO pr .ses, ten dollars ($10.00) and other goad aid valuably consideration, the geceipt, sufficiency, and adequacy of which are hereby a.elmowl,edged and confessed, the parties hereto hereby agree as follows: For the pu:-Y:puses of this Pledge Agveenwnt, unIOvs thO e-=text otherwiso cloarly squires, the £cllowi.ng toms shall have the £ollovaing meTIUM: ginitial security, shall mean the SecUrities ist ti£ied on Exhibit "AA attached hereto having an aggregrats Market Value of nOt less than $__W._ _ .��, which sum represents 100 percent of the astimajed cent of constructing the £allowiUg improvements (time " rovements") : (DESCIZIP 1 IOW OF :EViYOVEME"S ) PLicufl sk l tie= any lien, sec-;uzfty iutereat, charge, t&5 lien, pledge, encr r"ce-, conditional sales or oth@g title 5�,atwation a, g nt or any other interest in property doixigned to secure the repayment of JnOebtednaos or the satisfy ti.o' oZ and► cthGr obligation. - vM=ket Value° shall mean the price, as OR aAY date, obtained an such date from a gene ly �iaoogwaxad source agreed to by the parties on the wost-- recomt closing bid quotation obtained ft=i suUh a source, excluding accrued interest. The parties agree is advance to any source accegtamble 'to KationsBank that is a natioally recognized exchange. w8ecuritiesm sball mean (a) securities that arb dived obligations of the United Mates havlug a maturity ®$! not were th" twenty (zo) yea= and (b) rA=icipal bow having a maturity of not more than twenty (2 0) years which are approvad by Fort worth and which are rated "AAA11 by Moody's or by Standard. & Poor's. SE=XM 2. o As security for the full, and pumr-tual, perfo aance of the Sec ad obligations, Loosen herd pledges, hypothecates, assigns, transfers, and sets over to Fort worth, and hereby grata to port North a gecuritY intexast in, the Initial Security and a-11 rights and, privileges pertaimiag thereto with the exception of the iiaterest incme to ho derived therefr=, which interest inc=e sbaril rmain the property of Lessee and sal be distributed by Natif4n-wBank in accordance with Lessee' a periodic instructions (all surd initial, Security, substitutions the,;egor as petted hereunder, and other pgopertlr and rights described am collectively galled the OVledged Collateral"): TO XMVE AND TO HOLD the Pledged Collatara7, together with all rights, titles, interests, privileges, and preferences apy&rtaining to or incidental thereto, into Fort worth subject, howweg, to the tee covenmts, and conditions heMiMllk ter set forth. The security interest granted and the assigmeuts made, hereuuder are made as security only aW shall. 'Aoti 811-bJect Fort 'Worth or NationsBa k to, or transfer or in any way affect or modify, any obligatiou of Lessee with respect to rmy of the Pledged Collateral or any transaction involving or giving rise thereto. • CM=Vent g y with the exacngion of, I-19is Vledge Agreeme!V,, Lessee shall, have delivered to and depaeited tAth NatitiansBavk the oertif1cate9 W: representiuq.or evidencing the Pledged Collatex=al. The pagtiea acknowledge and agrea t NationslUgA shall be xvqaiged to segregate the pledged Collat@ml fx OthQr securities hold in trust by Nat-40=Bank fug Le€jj1ee iu accaae with the noxmal practices of Natiambawc. Na.tiousBank shall return all rextjficates or tr=aAt;o ropresenting or evidencing the pledged Collatemi remaixjLjq in its possemaion to Lessee (or Finch ether actica as Lessee My reg,est ar cli,r-ect) i et�i �tegy wryer receipt of written notice from Pert North that the secured Obligations have been fully perfa=ed. During such time as NatiOUBB&nX h&S Peseeesi On Of the pledged Collateral, Ng i.ansBarat eb&Il furnish to the City (when requested by the City) vwitten acknowled9swntm signed by a trust officer listing the Pledged Collateral by ume of security, type of security, maturity date, interest rate, and SIP amber and acknowledging that such C®lla.sseZUI has been pledged to the City pursuant to this Pledge Agxeameng Lessee does herd repgesent and wit to Fart Worth and NationsBank that: (a) nMe Pledged Collateral is free and clear of all Liens except those created by this Pledge Agseemmt; M Lessee (i,) is the: owner oV, the Pledged Collateral or (ii) has obtained the ceAsent of the ownsr of the Pledged Collate .tv use the Pledged Callare=l in the wa er cont;eppiatid i,n t$is pledge Agremwnt; _ (c) Lessee has lawful authority to pledge the Pledged Cell.a,texe2 In the ma=er hereby contemplated; (d.) no cansent or apyxtwgj og any gmerraaental body or regulatory authority is neMsMa Y tO the vuliditY of the rights created hereunder; (e) the eDwcutiov, delivery and cousintic. Of this " Pledge Agreement will not violate any law, regulation, =rtgage, indenture, cantra.ct, . iust ent. judg t or decree applicable to or ding an Lessee; and (f) this Pledge Agreement has been duly authorized, executed and delivered by Lessee and constitutes -a Legal., valid, and binding obligation of messes enforceable in accordance with its t e-Tmm except as enforceability may be Limited by applicable ban.=PtcY, insolvency, moratorium, or other s l.av laws affecting (ii) written atice uZ fiuth X)@xk*ult hm bew& gi' by you woxth to Lasoee &9d NugionsBank Md Such "p9gult was not cured mn the t peTiadm pxovided in the Leafs; aad (iii,) ears Wort;h is extUitled to have the Pledged collate; sold o� disposed of ig atjt�dndwwnce with floe Pledge hgre€ag. the evert o p-, WationsB shall, not be lisle goK any fluotuatiola is Dfiwket 'Value of the pledged Collate , and my each sale or ether dispog tiom may be as a unit or in parcels (it being agreed that the Halo of any part of the pledged Collateral shall not exhausts the power of sale g=xted hereunder, but sales may be nade Exam time to tima =U1 all of the pledged Collateral has been sold or until the So=rred Obligations have been fully pegfo=ed) . Fort Worth shall -ba l le for, and s1w1l. retuzs to LOOM@, the t t. _g @my, by which the sales procaeft nxcnodthe aammt necessary to 000plete parft=nance of the Secured Obligations. (b) Sa9 n og Kedged Callaterall. UpM the C=BumOaticn of any hale, Xatj=sBank shall have the right to dol,iver, assign, and t-rfet tO the purchaser thm Pledged Collateral sold. Each purchaser at any such sale shall hold, the property sold free from any claim or right of whatsoever kind, aiid Lessee hexsby waives (to tie extent putted by law) all rights of redeuVti.on, stay, and/or appraisal.. (o) Notices. Any notice reWi.red or pe=ittad to has given to Lessee an port worth shall be gives iu wxitiZ9 and shall, be personally delivered or mailed by prepaid certified or registered moil, to much party &t the address out Orth ba.9 M. Any DOtioe requirsd Or pemitted to be given to Wationufank shall be gig ire writing aid sbal,l, be effective when actually xeeeived. lianae City of port Worth Attn: CitY la ger 1000 Throak=rtoll BLZOet Fart Worth, TexaH 76102 egoditers' rights generally and except as enforceability may be gimitod by genarftl p nc-IV3OM e:c equit ty. -rhe delive at any UMG by Lc,99o0 to NVIUMMMUk 901T the benefit of. Fort Worth of instxnwnts, cash or other itms videncir!; the Pledged Collateral shall,. constitute a I-epyesentation, 4nd warranty by Lexaee that, with respect to such Fledged Collateral, the natters he=tof®ra meted in clauses (a) through (9) imediately above axe txue and correct on, and an if they were lde upon, the date of such delivery. S-VaTX- S n 90UM ,a (a) Affir tfve Covenants. go long au any of the Secured Obligations re in unpoxfomed, Leanee coven=r,2 and agrees that Lessee will: (i) from time to tim execute and deliver to Fort Worth all such assignwnts, certificates, supplemental writings, and rather item , and do all, other arts or things 'as Fort Werth may reasonably request in order to evidence and Perfect the sec=ity interest of Fort Worth in the Pledged Collateral; (i.i) furniah Fort Worth with info=ation which Fort Worth say reasonably regaest concerning the Pledged collateral; and (ii,i) notify Font Worth of • wxy claim, action, or proceeding aftepting title to the Pledged Coll,atoral or ---Fort Worth's security interact thereiii. - {b) Negative covrnmts. So long " "y of the Seared Ob, i,gationg resin, unperfo d, Lemaee coverts and agrees that Lessee will not: (i) sell. assign or transfer any riuhtg of Losses in the Pledged Collateral; or (ii) create any Lien in the Pledged. Collateral, or ---- any Part thereof , or pelt the same to be or - _ beds subject to any Lien except the security interest herein created in favor of Fort Worth. Ip So I=g an no Default exista, Lessee shall he entitled to receive, retain, and eaepend any interest income Payable =t}� with respect to the W dyed jjatex�aj, ax�y Aud all other distrlbnticm made azi or With WeMPM@V, W UhO Plofted CollatGnal. g9 a Default Nhe—, 1 have oec ed #mod be i8aowa payablra as M P3,Wge€R collate l' ALA any alaA P-LI oumewdim bu de on _ 02 with respect to the pledged Collar exa9 , ell bo w3d bec le pvxt0,r the pjod gpd �€ gW d t � t fog the blmagig 09. Fart W®x—h. ram Worth shu-OU bgVP, eb j ght, dt9199 the catAV.19"04M of any Default to dirmta ViftciMgn&WC to notify di vae-t., axd Natio"Aawr sban have tun Bight t9 notify and di Beet, the i8 uer of the pledged CC1,Cegad ' � a all pa €its � distwibutio direatly to Ni�j Bgj�jk far the banatit of Fart WoXth. The iffirMA " Of the xledAred Collatexal MkiYIg any gur-h pays t A ®r distribntions shall bo fuUy protected iA relying ou the Written notice f a M'ationsnalft. Lessee gha1l be In default uwftr thig Pledge AgxevYklont; agay upon the happeiiing of any the f ollovi uff event& (9 dp_faW.,t ivk tha taiuiely of Uha Secured objigUti ons aftaeg %y-&Jt ejj notice theveof has beM given _ tag j�e @e& 99d N&LiCUBB&nk and such default; in not; mad witl%-Ig the Dine periods prided in Vhe beaee; (b) &,ay warranty or made to Fart Worth by Lammee in connection with this Pledge Agrewezt p4 og to have beep. false in any material respaa€� when m-itao; or (c) default is delivory of Che Ada- tiOnal Secvri,t;,ies as provided in Section 13 hegc of . ��M . (a) Rmady. Upon the aceurreucn- Of a De-fan1t , Fort Wmrth eha-il havo the right to direct'Nat-lansBank to seal or atherwime diSpa-90 of WA or auy pa= of the Pledged Collateral in accordahee with bemking pracedu*_rQ,q. is hareby authoxized to sell or a e sire dispose ag the Pledged Colq ateml ,VMedict ely upon a �f_.aeiopt of a vjE4,ttPx statement pn-m-porting to be wwcuted .by au autha iZed repr",, antative of Fart Worth stating that: (i) a DetaiAlt by Lessee has occyu=ed under the Lease With x"Spec t to Construction of the lmyrcnrement s i and 7rNatgmis.p,� 09 ilk. N.A. Attu: Ray COW"- snu3t P. 0. BOX 630241 Dallan, TWA 75283 - 0241 y snt�h notice sh-;aAl be- doemd to have boo givw (ijh,mr�her ainually received or not) = the day peg€ronally delivered as aforemAid or, if railed, on tho day it is roiled as aforesaid. Any party may age Its mess for notice by gixdnq all other pa Liam h@reto notice of such Ch1mQe in the mwunr got forth in r,his € ection 8 (c) not later than :LO days before the effect -live date of anch new add ess (g) mempoasibility for Pledged Collateral. Fort North d NationsBank ahall not have a duty to fix or prage-cve ri$hty against parties who may have had a prior interest in the `fledged Collate al or to collect any mount payable with respect to the Pledged collateral, but shall be liable only to the acacnmt of Looses for what Fort Worth and NationsBank may actually ` Polleot or reesive thereon. (b) Nonc i,sclosure. in so Ux as petted by Wit. 6252- 7, T@=0 Revised Civil StatUtes, Fort Wo'-rt)a 8h&11 not discuss m disclose the Pledged Col.latez-dl with any yers=x who gro, nQL oiVloyQd by Fort WaMh,, and th6h only to the exr-ant such discussion me dimclosure is ab9clutely negvirmd.•-- if the xegimee fails to timly perform the Secured ®bligatioum, Fort Worth is emtitled to exercise its right fl as set fob in Section 8 herenZ- �._ Notw ithstanding any contrary pimvisi n in thin Pledge �A e� apt, �,� �� �k ll have thg �i ht (without tha c®nmet. ag Fort worth), at any time and from tium to timim, to obtain relt€ amen of all or pny party of the Pledged Coll.ateral. (hereinafter called the • "Released Cal -lateral") up= satisfaction of the f oll owkag co tlonss (a) Lessee shalt, provide Fogg Worth azd NationsBank written aofice (the wSubstitution Noticep? that Lessee desires to obtain Released Collateral (as specified and dencribed AZ such =tics) i..0 a C1W=9e for a ceut e$x gous m"bsgitutcion of 6. a eat �e �ritie for coll&tegal (a@ also apecifted and des=ibsd in the f t stitution Notice) ; and (b) bgsmee shall pledge to Fart Waxth, and deliver tv Xatims,4for the benefit of Fort WO ., , substitutsd SG=ritio0 (the "Substituted Collateral*) the Market Value og w7aich Substituted Collateral t09Qther witZ MR rket value oZ the raLmja g nos -released Vledged Collateral shall its the aggr89AM be at least 0qual to lout of the cost to Gmwtruct the 1nV-V0VeMMt8. All SubStituted Collated shall be deed to be Pledged. Callatemi gor purposes of this Pledge Agreement. npou satis:Eactidn Of the above- speciftled conditions, NatjwgBank shall bo autharized (without the consent- Of Port north) to retu= to lessee any original ceatificatos or i t�t;u XU Natj0nsS 's possession that represent or evid�v,e �e Released Collateral 0r take such other action with zespect tc; the Released CallztexW., am Legses UAY request or direct. Lessee shall pay the: efl iUCU'red by Nati onsBan. in connection with obtaining each such release vand substitution. Notwithstsndiny any contrary provision in this Fledge Agre t , Lessee have the right Leo mOgtkly withdrawals Of the Pledged Collateral (hereginafter called the "Withdrawn Collate37W) , upOn satisfaction of the f obl.otd,ncg conditions: n - . (a)' Lessee shall provide port Worth and NatiansBank _.'%rZitteo, notice (the mWithdrawal Notice") that Lessee desires to obtain the Withdrawn Collgt@ al; alld (b) the aggx—egate M&rkat Value 09 rbe Pledged Collateral after withdrawal, of el3e Wi.thdtawn Collaterul is at least equal tg the esti ted value of the secured pbligatlons_ -then.. remining to be perfoamd (such -.� remining glue is hereinafter called the 1199t;i t.ed Cost to C leite°) . _ - The Withdrawaj N®tics shall include a description Of the Withdrawn Collateral and Lessee's calculation of thO Estimated Cast to Clete. Upon receipt of the Withdrawal Notice, porn worth shall have ten (10) calendar days to notify Lessee of Ford; Worth's calculation of the Estimated Cost to cmvleta. If Fox-t Worth Emil$ to so notify Lessee, then Lessee's calculation shall be deewed to have been accepted a-nd approved by Fort Worth. It Fart Worth,'s cBac:ujatioxt is legs than, or not tyre than ;ive peboent NU hiuhe� than, Leeseo's Calculation, th= Ytrt Worth'u sh&jl bo demed to acuaptod and ,gppgoved by Lessee. If Fort Wo h'ti G&I=lat ton exceeds L092ge'M ealcutlation by w9a Uon five PeXceat M) , fogy Wogth gnd bessee shykbb jaimuly approve a Bstimt ed Coot to c atwIcte within tarty days of reaeiPt Of wltUdgawal NctiC-M, Fort Worth s l execute a ralmase authorizing NationnBunk to noun= to Lessee any Oriffiu&l Or instrwmdts ift Nat_40nSBftnk, s possession that repreq t or evIdence the withdrawn Collateral or take snGh other action with reSPeot to the Withdrawn Collat erml as Lessee way request or direct. Lessee shall pay the expenses incurred by NationaB in oorineotion with obtgin4..ng each such release Itt any time and green t :Lme to time (bug not more, frequently t;h= once each =nth) Fort Worth, at Leassee's ,sole Cost aud expewe, my request NatiousBank to ahtAin or provide the Marl,,et value of the- Pledged Collaterald Fort Woxth may cause Lessee to pledge sd&tional Se iti.®s (the 0 wAdditio al Seo=itJon w) as Fledged Collateral UPOn satisfaction of the following conditions (a) Fort Wortail sill proms de Lessee and NaLionsftnk a written notice setting forth the Market Value of the Fledged collateral and reqaasting Lessee to pledge Addition Seen- hies having a specified Market Value; aad (b) the ag egatae market Value of the Pledged Collateral (inc;luftug the Additional. Somwit MS) sh&11. be equal to (or, at LONO 's aptiM, !ffreRter gam) the last -determined Estizated Cost to UMlete (or the estimted cost to oot trUCt? the drove is if nu Estimated Cost to eoupleto has yet been Bete zed haroundon) ,. Lessee shall have five days from rsceiPt of such notiGe to pledge to Fort Worth, and deliver to xationsBank for the benefit of Form Worth, all certificates or instyrMsts representing or evidencing Additional Securities, the target value of which Additional Securities shall be con:immed by NatigasBamk within fire (5) business days after receiPt of' same. P, r. ( p _ _ , TUC, xi€ hts, powora, a imamst held by FA:t WUrLh bereuuder in Laad to tjW v�jadged Collw;@5c!a1 may not be tK&aSgU=8d ax agn gated by Foxt Vloxth in wholo aX- in part. 2my am;Mead tramAfdr OF WAfiigmeat 9hall be RbM0XW;e'.y void aud shaXj, entilje Lempo& to a x'k-leaMe of all Pi0dge€l N-'RCTXM i s . 911 A 0 No waivog by Fort Won% of aAy Dafanit shall, be deemed to be a mj-vnr ot any other stil aqueat Default. Mn delay or omission by Yorr, Waxth in seising and► right or power beKeuzider nU&IA air may such right . or power or be co trued am a t var tharW , nor sha.,1 any eiuyle or pa�ftj&l QN@rC ,F.j@ of any such right or powe5T pxr.alude other or Baer exaKaso thernor. . Tbis P edgy momaV, € ball bo bincling 091 Lhe parties, their successoxe and asuigns. ILIA Ya-(vi'0I= 09 this pledge ,greet may be ended, waived, or modified except purSuRMV, to a writ tart instr=ent exRouted by Fort worth, mat io m , and Lesson. c7yGbTxcff 17. tXbjs pledge Agreement iS to be confiVt-ued "d � inte gproted. o�� e with Lhe JAMM Of the State of. �6acmrfJ. . Sb4MO is. 3s__VM1.i4A� lFi+r 'a This Pledge Agreautent racy be executed iXI AUy User 09 rmitiVis co=tnxj:)P';ts and by differeur- paif-On �Iepamte Ccna t0rPazt5, vl,j of which when MIWA together shall, Cmisatut " one; WA. the same agreemeat. Lessee h€ ,-Cby agreeS to release, hold harmless, and inde=iify Na,tionsBank (anti its directors, officers, employees, agauts amd representatives) from and against all r,1aimsr damages, expenses, casts, suits, and other liability of any kind whatsoever that arise out of or are directly or indirectly related to the performance by Nati.onSft It Of its Mies hereunder except for the gnaws W91190nCe Or MIMI mployees, agents, or CTTY OF PDZT WaRTH, tXXXTAAS By- TIONSMANK OF --�, N.A. By- E2MnIT A U,uited States T.VQ&SUrY BillZ CUSXP No. Duo I i ScWt A w Lessee shall, at its own cost and ownse, take out and mn- utain. such insurance as Lessee is required to take out and maintain under the Workers' Compensation Act; and also take out and maintain such public liability and automobile liability insurance sufficient to fulfill Lessee's indemnification obligations set forth in Article 9 of this Ground Lease. The policies shall provide the amounts of insurance specified in this schedule A and shall name the City and its Airport Operator as additional insureds for their own acts or omissions. All inmirancp required by this Ground Least shaft be effective on the "made -and -catered - into" date set forth on the first page of this Ground Lease; and upon full execution of this Ground Lease by both the City and Lessee, certificates of insurance in form acceptable to the City and marked "premium paid" must be submitted to the City. Each certificate shaft have endorsed thereon: A clause naming the City of Port Worth and its Airport Operator, Alliance Air Services, Tac., as additional insureds under the policies. "No cancellation or change in the policy shall become of baive until after thirty (30) days notice by registered mail to the City Manager, City of Ft. 'Worth, 1000 Throckmorton, Ft. Worth, TX. 76102." Upon failure of Lessee to furnish, deliver and maintain such insurance as above provided, the City may obtain such insurance and charge Lessee the cost of the insurance plus all appropriate administrative charges and incidental expenses associated with the transaction. Failure of Lessee to take out and/or maintain, or the taking out and/or maintenance of any required insurance shall not relieve Lessee from any liability under this Ground Lease, nor shall the insurance requirements be construed to conflict with the obligations of Lessee concerning indemnification. All required insurance must be in effect and so continue during the life of this Ground Lease in not less than the following amounts: A. Workers' Compensation Unlimited Statutory in compliance with the Compensation Law of the State of Texas. B. General Liability Insurance with a maximum combined single limit of $3,000,000.00 per occurrence. This insurance shall indicate on the Certificate(s) of Insurance, marked "premium paid," the following coverages: Comprehensive General Liability Preinises/Operations Contractual Liability Independent Contractors Products and Completed Operations G,a&w omund L,= - Raviu d - v2 i/9s Page 4l 0751 S.0092.Q73043.12 Broad Form Pfaperty Damage Personal Injury Hangar Beepers Liability C. Auto Liability (single limit or occurrence $3D3,000.00). Owned, Non -owned and Hired Location of operation shall he "All locations in 'Tarrant and Denton Counties, Texan". The City reserves the right, from time to time, to change the types of coverages and increase the coverage limits set forth above; which chaWs and increases must be reasonable and must be based on ordira q arA customary principles of risk mmigement adopted by the City and applied to activities at the Airport similar to those activities conducted on the Leased Premises. In the event the City considers it necessary to c mage such coverages or increase such coverage limits, the City shall give written notice of to Lessee, together with a reasonably detailed explanation of the reason for the cluinge or increase. Lessee agrees that it shall comply with such changes or increases and that the effective date of such changes or increases shall not be sooner than 30 days after the written notice is given to Lessee. Notigng herein contained sill prevent Lessee from taking out any other insuranoo for Protection of its interest which it deems advisable or necessary. C3wow Groins Loam- Raviod - in I/9e Page Q M I3.0M:0273045.I2 Am AA Camaskru t�, Ra5._by Lesne 1. Prior to the commencement of construction of any Leasehold Improvements, Lessee shall submit to the City complete plans and specifications and an estimated time table for such proposed construction. 2_ The City may refuse to grant approval of Lessee's plans and specifications if� in its reasonable opinion, the proposed Facilities as laid out and indicated by Lessee on such plans or constructed according to such plans and specifications: 2.1 will be structurally unsound or unsafe or hazardous for human occupancy; 2.2 will not substantially comply with all the requirements of this Grouted Lem; 2.3 will be so located that there will not be sufficient clearances in respect to existing or planned projecting aprons, runways or taxiways adjacent thereto; 2.4 will be in violation of any state code, G1SHA i0, the National Electric, and Fire Protection Codes or any other laves, ordinances or regulations of any governmental authority leaving jurisdiction over the Airport; 2.5 will not be at locations or not - be oriented in accordance with the approved comprehensive plans for the Airport. Upon approval of such plans and specifications by the City, lessee shall proceed expeditiously and with all reasonable diligence to construct, at its own expense and cost, the facilities in accordance with such approved plans and specifications and complete the facilities in accordance with the estimated time table (subject to delays beyond Lessee's reasonable control). 3.1 (1) Prior to the date of commencement of any modification, renovation, improvement or new construction of any Leasehold Improvements, Lessee shall deliver to the City payment and performance bonds, 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 bounds shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions of this Ground Lease, including, but not limited to, the satisfactory completion of the Leasehold Improvemwnts, and ('ii) fEill payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the complete performance of such Leasehold Improvements. oAt xy amnd r w . Rcv6w • in v9s Page 43 09S i 3.0092:0293045.12 (2) In lieu of the hands required in Section 3.10) of this Appendix A, Lessee may provide the City with a cash deposit or a pledge of government serities (in the form attached herewith as ExUbit B) and acceptable to Lessee in an amount equal to 100% of the full amount of cach construetion contract or project. If Lessee fails to complete the Leasehold Improvements, or if claims are filed by third parties on grounds relating to such Leasehold Improvements, the City shall be entitled to draw down the cash deposit or pledge of government securities, in accordance with the terms and conditions of the attached Exhibit B. (3) Prior to the commencement of any modification, renovation, improvement or new construction of Leaseh id Improvements, Lessee's respective contractor shall execute and deliver to Lessee payment and performance bonds executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractors contract for such Leasehold Improvements. Lessee shall provide the City with copies of such bonds prior to the commencement of such Leasehold Improvements. The bonds shall guarantee (i) the faithful performance and completion of all construction 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 both the City and Lessee as dual obligees_ If Lessee serves as its own contractor, Sections 3.1(1) and (2) shall apply. (4) The City will allow Lessee a dollar -for -dollar reimbursement from its cash deposit account or reduction of its claim upon Lessee's pledge of government securities 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 contractors 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. Bonds shall be standard performance and payment bonds provided by a licensed surety company in the State of Texas. 4. All construction work shall be done in accordance with the following terms and conditions: 4, I Lessee hereby assumes the risk of loss or damage to all of the construction work prior to the completion thereof and the risk of loss or damage to all property of the City arising out of or in connection with the performance of the construction work. In the event of such loss or damage, Lessee shall forthwith repair, replace and make good the construction work and the property of the City without cost or expense to the City, o�a�a- tom- inns Page 44 mais.oan:aaraoas.za 4.2 Lessee shall itself and shall require its contractors to indemnify, hold harrnless and ( deed the City, its offcera, agents and employees from and against any and all cW= or suits for property dame and/or personal injury, including death, to any and all persons, of whatseaver kind or chmcter, whether real or asserted, arising out of or in connection with any conuruction, maintenance or repair work perforrmed on or in connection with the Leased Premises, by Lessee, its officers, employees, contractors, subcontractors, -licensees, invitees, or tenants (and to provide such insurance as required in Section 4.7 of this Appendix) covering the acts and on issions of Losses and its contractors, and Lessee shall itself assume and shall require its contractors to assume all responsibility and liability for such claims or suits. Lessee shall itself ass me ml shall require its contractors to assume all responsibility and liability for, and shall indemnify and hold harmless the City for any and all damac to or destruction of Airport property, the Leased Premises, and their facilities, arising out of or in connection with any construction, maintenance or repair work performed on or in connection with the Leased Premises, by Lessee, its officers, employees, contractors, subcontractors, licensees, invitees, or tenants. 4.3 Lessee shall identify a project manager during the construction period with whom the City may communicate at all times. 4.4 The City shall have the right, through its duly designated representatives, to inspect the construction work and the plans and specifications thereof; at any and isall reasonable times during the progress thereof and from time to time, in its discretion, to take samples and perform testing on any part of the construction work, but the taking of samples and testing shall be conducted so as to minimize interference with the construction work. • 4.5 Lessee agrees that it shall deliver to the City "as -built" drawings (capable of being reproduced) of the construction work and shall during the term of this Ground Lease keep said drawings current showing thereon any changes or modifications which may be made. (No changes or modifications to be made without the City's consent not to be unreasonably withheld or delayed.) 4.6 Lessee shall pay or cause to be paid all claims lawfully made against it by its contractors, subcontractors, materiaimen and workmen, and all claims lawfully made against it by other third persons arising out of or in connection with or because of the performance of any repair, maintenance or construction work, and shall cause its contractors and subcontractors to pay all such claims lawfully made against them, pEgyided, however, that nothing herein contained shall be construed to limit the right of Lessee to contest any claim of a contractor, subcontractor, rnaterialman, workman and/or other person and no such claim shall be considered to be an obligation of Lessee within the meaning of this Section unless and until the same shall have been finally adjudicated. Lessee shall use its best efforts to oajmy dr.-Revised- tnv98 Page M M n3 OM:Ox73445.12 f ' . resolve any such claims and shall keep the City fully informed of its actions with respect thereto. 4.7 Lessee shall procure and maintain comprehensive general liability insurance, including automotive, with a contractual liability endorsement covering the obligations assumed by Lessee in Sections 4.1 and 4.2 of this Appendix, which shall be in addition to all policies of insurance otherwise required under this Ground Lease; or Lessee may provide such insu mwe by requiting each contactor engaged by it for the construction work to procure and maintain such insurance including such contractual liability endorsenent. Said insurance shall not contain any care, custody or control exclusions, any exclusion for explosions, collapses or damage, or any exclusions for bodily injury to or sickness, disease, or death of any employee of Lessee or of any of its contractors which would conflict with or in anyway impair coverage under the contractual liability endorsement. Said insurance shall name the City, its officers, its employees and its agents as additional insureds and be in not less than the following amounts: (i) Bodily Injury► Liability: For injury to or wrongful death toone person............................................................................ $ I,000,000 For injury or wrongful death of more ' than one person for any one occurrence ..................................... $5,000,000 Aggregate Products Completed Operations ..................................... $3,000,000 (ii) Property Damage Liability: For all damages arising out of injury to or destruction of property in any one occurrence.......................................................................... $3,000,000 Aggregate Products Completed Operations.....................................$3,000,000 Aggregate Operations...................................................................... $3,000,000 Aggregate Productive, ................................................. ................. $3,000,000 Aggregate Contractual................................................................... $3,000,000 The insurance required hereunder shall be maintained in effect during the performance of the maintenance, repair or construction work. A certified copy of each of the policies or a cei tificate or certificates' evidencing the existence thereof or binders, shall be delivered to the City at least fifteen (15) days prior to the commencement of any work. In the event any binder is delivered, it shall be replaced within thirty (30) days by a certified copy of the policy or a certificate. Each such copy or certificate shall contain a valid provision or endorsement that the policy may not be canceled, terminated, changed or modified without giving fifteen (15) days' written advance notice thereof to the City. GanaxyGmndi,c-Ravw-wv9s Page46 07515.4092:0273045.12 4.8 Lessee shall procure and maintain or cause to be procured and maintained Builder's Risk Completed Value Insurance covering the construction work during the performance thereof, including material delivered to the construction site but not attached to the realty, in an amount and form satisfactory to the City, Such insurance shall name the City, Lessee and its contractors and subcoittractors as additional insureds and such policy shall provide that the lass shall to adjusted in accordance with Article & of this Groff Lease. The policies or certificates representing this insurance shall be delivered by Lessee to the City prior to the commencement of construction and each.policy or certificate delivered shall bear the endorsement of or be accompanied by evidence of payment of the premium thereon and, also, a valid provision obligating the insurance company to furnish the City fifteim (15) days' advance notice. of the cancellation, termination, change or modification of the insurance evidenced by said policy or certificate. 4.9 Nothing contained herein shall grant or be deemed to grant to any contractor, architect, supplier, subcontractor or any other person engaged by Lessee or any of its contractors in the performance of any part of the corZmetion work any right of action or claim against the City, its officers, agents and employees with respect to any work any of theca may do in connection with the construction work. 4,10 Nothing contained herein shall create or be deemed to create any relationship between the City and any such contractor, architect, suppliers subcontractor or any other person engaged by Lessee or any of its contractors in the performance of any part of the construction work, and the City shall not be responsible to any of the foregoing for any payments due or alleged to be due thereto for any work performed or materials purchased in connection with the construction work. 4.11 When the construction work is substantially completed and is ready for use by Lessee, Lessee shall advise the City to such effect and shall deliver to the City a certificate by an authorized officer of Lessee certifying that such construction work has been constructed substantially in accordance with the approved plans and specifications and the provisions of this Ground Lease and in compliance with all applicable laws, ordinances and govemmentaal rules, regulations and orders. Thereafter, such construction work will be inspected by the City and if the same has been completed as specified by Lessee, a certificate to such effect shall be delivered to Lessee, subject to the condition that all risks thereafter with respect to the construction and installation of the same and any liability therefor for negligence or other reason shall be borne by Lessee. Lessee shall not use or permit the use of the construction work for the purposes set forth in this Ground Lease until such certificate is received from the City. The date of delivery of the certificate by the City shall constitute the Completion Date for the purposes of this Ground Lease. mimxy Ground Lc= - ale,raad - v2219s Page 4i 07525.063T.-MO45. a2 !. Other Constructing U Lessee Title to any construction, improvernetnt, alteration, modification or addition performed by Lessee at or any the Leased Prer ises in accordance with a City approved building permit shall vest in Lessee and remain in Lessee until the expiration or earlier termination of this Ground Lease.' aabxy omund [case . zd- v21Nis Page 48 07515.OM.0273043.12 w TEn" AS 2010 OCT -8 V � �_6 STATE OF TEXAS 'U l4L-N-F . ! § KNO: ' . ALL MEN B ' EN' COUNTY OF TARRANT § BY THUS ASSIGNMENT OF GROUND LEASE (this "Assignment") is executed as of September a$ 2010 (the "Effective Date") by and between Alliance No. 6 Building Partners, L.P., a Texas limited. partnership ("Ass_ _ signor"), having an address of c/o The Prudential Insurance Company of AmeAca, 8 Campus Drive, Parsippany, New Jersey 07054-4493, and AT Industrial Owner 6 LLC, a Delaware Intuited liability company ("Assignee"), having an address of c/o J.P. Morgan Investment Management Inc., 245 Park Avenue, New York, New York 10167. BACKGROUND: A. The City of Fort Worth, Texas (the " ft f) is the owner of approximately 6.639 acres in Fort Worth, Tarrant County, Texas (the `land!% as more particularly described on Exhibit A attached hereto and incorporated herein for all purposes. B. The City and Alliance Aviation Investors, . L.P. ("Oiial ; Lessee's entered into that certain Ground Lease Agreement dated July 29, 1997 as amended pursuant to that certain First Amendment to Ground Lease Agreement dated as of July 29, 1997 and that certain. Amendment No. 1 to City Secretary Contract No. 23512 dated January 23, 2003 (the "Ground Lease") covering the Land and certain improvements thereon. C. Original Lessee assigned its interest in the Ground Lease to Airport Building Partners, Ltd ("ABP") pursuant to that certain Assignment of Ground Lease dated January 30, 1998. D. In connection wrath the Ground Lease, a Memorandum of Ground Lease was recorded on June 26, 1998 in Volume 13285, Page 338 of the Official. Public Records of Tartan# County, Texas, E. ARP. assigned its interest in the Ground Lease to Assignor pursuant to that certain Assignment of Ground Lease dated September 30, 2005. F. Assignor has contracted to assign to Assignee, and Assignee has contracted to accept and assume the rights of Assignor in and to, the Ground Lease, pursuant to that certain Agreement for Purchase and Sale by and among Assignee, Assignor, and the other parties listed on Schedule 2(b)(i) thereof dated as of Septemiber A 2010 (as amended or assigned prior to the date hereof, the "Purchase A�eemeni I). NY 72971962vl AGREEMENT: NOW, THEREFORE, for and in consideration of Ten and Noll 00 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: Assignor hereby assigns, conveys and transfers to Assignee the fallowing. (i) All of Assignor's rights, title, and ' interest in and to the Ground Lease (the "Prop ety") • and (ii) All of Assignor's right, title and interest under the Ground Lease in and to any tangible personal property, equipment and fixtures located on and affixed to the improvements or the Land, including all of Assignor's right, title, and interest in any apparatus, equipment, appliances, and other tangible personal property used in connection with Assignor's operation or occupancy of the Property, such as heating and air conditioning systems and facilities used to provide any utility services, ventilation, or other services on the Property (the "Fixtures I). Assignee hereby accepts the assignment of the Ground Lease and assumes and agrees to perform all of the obligations, terms, covenants, and conditions on the part of the "Lessees' under the Ground Lease accruing or arising from and after the Effective Date. Nothing in this Assignment shall cause Assignee to be responsible for any liability of Assignor arising or accruing prior to the Effective Date. Nothing in this Assignment shall be deemed to supersede or modify the terms and conditions of the Purchase Agreement and the liabilities and obligations -of the parties thereto, including without linnitation any indemnity provided by ,Assignor as a "Seller" thereunder or any indemnity provided. by Assignee as "Purchaser" thereunder. This Assignment shall be construed under and in accordance with the laws of the State of Texas. This Assignment may be executed in counterparts, each complete set of which shall be deemed to be one original and all of which together shall constitute one and the same instrument [Signature Page Follows., j NY 729719WI IN WITNESS WHEREOF, the parties hereto have -executed and delivered this Assignnnent as of the Effective Date. AMGI l"M ALLIANCE NO.6 BUILDING PARTNERS, L.P. a.Texas limited partnership By: ATX Building Partners, LLC, a Texas limited liability company, its general u-tner By: Name: Its:. STATE OF MMS COiJNTY OF� � § trument was ac owledged: before me on this day of 2010, by�__ LL of ATX Building Partners, LLC, a Texas limited liability company, the general partner of Alliance No. 6 Building Partners, L.P., a Texas limited partnership, on behalf of said limited partnership. My Commission -Expires: Notary Public in and for the State of'f - x Notary Pbic State of New York No. OISHel24690 Ouallfied COMT fission E In KinMs�h s 2*� NY 72971962v1 ASSIGNEE: AT INDUSTRIAL OWNER 6 LLC, a Delaware limited liability company By: AT Industrial Owner Acquisition LLC, a Delaware limited liability company, its sole member By: Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N.A., its sole member By: JPMorgan Chase Bank, N.A., as Trwtee Title: t j, u STATE OF TFOP� J�W COUNTY OF :. § T ' insh t was acknowledgod before me on thus lJ � day of September, 2010, by of 3PMorgan Chase Bank, N.A., as Trustee of Commingled Pension Trust Fund (Strategic Property) • of JPMorgan Chase Bank, N.A., as sole member of AT Industrial Owner b LLC, a Delaware limited liability co any on behalf of said limited company. Notary Public in and for the State of TOW& My Commission Expires. Sl1SAN H, SHAW Notwy pubfiC- Stata W Now Yuri[ NO- 018H6124e90 Cualifgd In Mngs County C mmisslon F-Vras March 2.-O NY 72971962v] EXMrr "A" Being a tract of land situated in the City of Fort Worth, Tarrant County, Texas, and being a portion of Lot 1, Block 1, Alliance Airport, an addition to the City of Fort Worth, Texas, as recorded in Cabinet "A", Slide 621, County Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at an ell corner in the easterly boundary line of said Lot 1, Block 1, Alliance Airport, and being in the south right-of-way line of Flight Line Road; THENCE N 09 degrees 53 minutes 13 seconds W, 450.44 feet along the east line of said Lot 1, Block 1, Alliance Airport, and the east right-of-way line of Aviator Way; THENCE S 80 degrees 06 minutes 47 seconds W, 56.00 feet crossing said street to a 518 inch iron rod with yellow cap stamped "Carter & Burgess" set at the POINT OF BEOINNCNO; THENCE continuing 5 80 degrees 06 minutes 47 seconds 'W, 450.51 feet to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set; THENCE N 09 degrees 51 minutes 30 seconds W, 626.56 feet to a 519 inch iron rod with yellow cap stamped "Carter & Burgess" set; THENCE N 80 degrees 06 minutes 47 seconds E, 119.79 feet to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set at the beginning of a curve to the left; TEENCE 100.53 feet along the are of said curve, through a central angle 645 degrees 00 minutes 00 seconds, whose radius is 128.00 feet, the long chord of which bears N 57 degrees 36 minutes 47 seconds E, 97.97 feet to an' X" cut set; THENCE N 35 degrees 06 minutes 48 seconds E, 25.09 feet to an "x" cut set at the beginning of a curve to the right; THENCE 28.17 feet along the arc of said curve, through a central angle of 80 degrees 41 minutes 45 seconds, whose radius is 20.00 feet, the long chord of which bears N 75 degrees 28 minutes 12 seconds E, 25.90 feet to a 518 inch iron rod with yellow cap stamped "Carter & Burgess" set at the beginning of a curve to the left; THENCE 173.37 feet along the arc of said curve, through a central angle of 35 degrees 43 mutes 50 seconds, whose radius is 278.00 feet, the long chord of which bears S 82 degrees 01 minutes 17 seconds E, 170.57 feet to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set; THENCE N 80 degrees 06 minutes 48 seconds E, 14.00 feet to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set at the beginning of a curve to the right; THENCE 31.42 feet along the arc of said curve, through a central angle of 90 degrees 00 minutes 00 seconds, whose radius is 20.00 feet, the long chord of which beats S 54 degrees 53 NY 729719620 minutes 13 seconds E, 28.28 feet to a 518 inch iron rod with yellow_ cap stamped "Carter & Burgess" set at the west lice of said Aviator Way; THENCE 8 09 degrees 53 minutes 13 seconds E, 611.56 along said west line to the POINT OF BEGINNING, a�d containing 289,204 square feet or 6.639 acres of land, more or less. MY 72971962vi -SUZANNE HENDERSON COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 •'�`' "•:`�'PHONE (611) 804-1195 REPUBLIC TITLE OF TEXAS INC 2626 HOWELL ST 10TH FL DALLAS, TX 75204 Submitter, REPUBLIC TITLE or TEXAS INC DONOO .QES-EROY _. ARNI Filed For Registration: 101812010 5:19 AM Instrument #: D210248615 U 7 PGS $36.00 021020615 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR MACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. Prepared by: DNCLARK FMST AMENDMENT t TO GROUND LEASE A+GREEMMNT TMS FMST AMENDBONT TO GROUND LEASE AGREEMENT (tins "Amendm t°) is made efMve as of the 29th day of July, 1997, by and between the City of Font Worth, Toxmh&einafta referred to as " ii ; and Airport Building Ptatntm W., a Texas limited partnership, as assignee of Alliance Aviation Investois, L.P., a 'Texas limited parrtnersWp (fWa Alliance Air Faru=, Ltd.), herei nafter referred to, as ` see". RECITAL A. City and I asw e ffe pasties to that mWn Ch otmd Lease Agmment, dated July 29, 1997 (the "Ground IgM6'), covering approxmately 6.639 acres of land in Tamnt County, Texas, as more Particularly described in the Ground Lease. B. City and Lessee wish to uncnd the Ground Lease to provide that title to the Leasehold Improvements (as defined in do Ground Lease) are vested in the City from the date of compledon of mustruction or installation of the Leaschold Improvements. AGREENIEW NOW, THEREFORE, in consideration of the premises contained herein and in the Ground Lease and the benefits to be derived by the parties hereto, City and Lmsee agree as follows: I. agcliom 5.6 of the Gmund Lease is hereby amended, in its entirety, to read as follows: Fee simple title to all Leasehold Improvements located on the Leased. Premises shall vest in the City free and clew of any and all claims by any Leasehold. Mortgagee (provided, however, that any Leaschold Mortgagee d M retain its leasehold mortpge elaim on the Less 's leasehold intercat in and to the Leased pranises, including, without limitation, the Leasehold Improvemcnnts), five and (�k } elm of any and all claims on the part of Lessee (provided, however, ftt Lemee 1 oa�ersaa�sx:ass3gso� _ shah retain its leasehold in# t in and to the Lbased Premises, including, without _ _.' limitation, the Leasehold Improvements) and free and clear of any medics' and matedalmen's liens by any person on ac=unt of any repair or improvement work done or to be done under the terms hereof by Leum. The vesting of title in the City at the time specified is a past of the considration for this Gmund Lease. The City shall not be liable (i) to assume, take subject to, or otherwise be rmponsible, for the paywot or performance of the Lessee's obligations under any Leasehold Mortgage (as hereinalm defined) or (H) to Lessee of Lessee's contra ors, Sublessees, or anyone else, for the value of any Leachold improvements constructed or located on the Leased Pwraises, 2. Scotian 8.2 of the Ground Lease is hereby modified, and amended by adding the words "Lessee's leasehold intanst in and to the behold Improveanents„ following the words "caved the" in the a line. of said section, so that the first sentence of such Section. 8.2 shall be revised to read as follows: In the event any 1aasehold Improvements, insurable or uninsumble, on the Lasers Premises are darmged or destmyxl, the use of all insurance proceeds and Lessee's obligations, if any, to rebuild shall be governed solely by emy Leasehold N ort ge(s) that covered the Lessee's leasehold interest in and to the Leasehold Isnpmvemetts at the time of the damage or dedruGtian, 3. Scotian 1313.1 of the Ground Lease shall be amended, in its entirety, to read as follows: CIO In the event that the Lased Promises or any part thereof shall be condemned and taken try authority of eminent domain for any lrrupose during the t€rm of tt Ground Lease or sold to such authority in lieu of a taking (collectively, a "condemnaton'), any award winch shall be made as a result of such condemnation (i) if for the fee interest in the Leased Premises exclusive of the Leasehold Irr-npravemeatts placed, located, or comtmcted th=M shall be paid to the City and (n) if for the Leaseholds Improvemrarts placed, located, or constructed thereon and if for a leasehold interest in the Leased Premises, shall be paid to the Lessee and any Leasehold Mortgagee in acem-dance with the rights under any Leasehold Mortgages. Either party, consistent with its rights under applicable law, may appear in any such condemnation proceeding and present its claims lbr damages, if any, arising from such condemnadon, 4. The first scmtence of Section 19.1 of the Ground Lease shall be amended as follows: M Notwithstanding any other provision in this Grotmd Lase to the ronhwy, upon any default by Lessee of any provisisn of this Ground. Lease or upon any termination of this ground Lease for any reason (including, but not limited to, any such default by Lmsee), the City's sole and exclusive comedy shall be to re-enter ' and take possession of tiro Leased Premises (or portion ther'eot) and the Lemhold ,rs L • a07$1S.pp49�:485346.03 Yn>provements (or any portion thereof) then located, plwecL or constracted them free from any claims by Ttssee. 5. Except as hereby $mended., all other provisions of said Giv and Leine main unchwged and in f1111 force and effect, and. the G'rramid Lem is hmby mdfied and aTumed, in the event of a -conflict betvvem the terms and condidow of the'original Ground Lem and this Amonftent the teams and conditions of this Ammdment shall annuol. [SIGNATURE PAGES FOLLOW] 3 O07515.00092•ASS346.43 EXECUTED to be effective for all purposes as ofJuly 29, 1997. CITY: CITY OF FORT WORTH City Manager LESSEE: AIRPORT BUILDING PARTNERS, LTD. By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Development Corporation, a Texas corporation, its general partner By: i' llt� i1 FORM AND t6MITY: � "k�zlstaflt rl tt ne :6� -1- 4 007515,00092:485346.03 SEP-2E-00 14r52 P9OM:HUGHE5&iUCV L.L.e. t i 4i4%A, �wwoo,'a �.,�•• ••• comented to: B Dame. Title: 0 00751S.OM92:485346.0 THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned notary public, on this day personally appeared �' •� k . �¢. ? , 5 - A .- ' City Manager, the City of Fort Werth, known tome to be the person and g ���r officer 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 executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this," `may"day of._,_. i 2000. Notary Public in and for the State of Texas THE STATE OF TEXAS f.. COUNTY OF ANT BEFORE ME, the undersigned notary public, on this clay personally appeared Hillwood Development Corporation,known to me to beM` the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said Hillwood Development Corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this day of = s:...� _.y... 2000. i Jlotary Public in and for`. the State of Texas 6 007515.00M.485346.03 THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned notary public, on this day personally appeared Paribas, Chicago Bank, known to me to be the person and officer whose name is subscribed to the foregoing ins€rument, and acknowledgaed to me that the same was the act of the said Paribas, Chicago Bank, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this C day of � S-e J-4 M 4 e r ., 2000. 7 Notary-pblicin.an4 fox tilt StaW Oaf* �)e p-V MOW*'v �tt�tc .cis e, 41: 007515.00092A5346.03 CITY SECRETARY CONTRACT NO AMENDMENT NO. 1, TO CITY SECRETARY iqONTRACT N . 23�12, FORT WORTH ALLIANCE AIRPORT GROUND LEASE AGREEMENT BETWEEN CITY OF FORT WORTH AND AIRPORT BUILDING PARTNERS, LTD. 3 w This AMENDMENT NO. 1 TO CITY SECRETARY CONTRAC' NO. 23512," ("Amendment") is entered into by and between the CITY OF FORT WORT , TES (the "City"), a home rule municipal corporation organized under the laws of the S to of Texas and acting by and through Marc Ott, its duly authorized Assistant City Manag and AIRPORT BUILDING PARTNERS, LTD. ("Lessee"), a Texas limited partnership ac,' g by and through v ' M. Thomas Mason, the Vice President of Hillwood n, a Texas .lion that is the general partner of Hillwood Operag, L.P., a Texas limited partnership that is the general partner of Lessee. f ! E e'ln te. nr4 c,� vAe., a l The following introductory provisions are tree and correct and form the basis of this Amendment. A. On or about July 29, 1997, the City and Alliance Aviation Investors, LP. entered into City Secretary Contract No. 23512 (the "Ground Lease"), a lease of real property at Fort Worth Alliance Airport generally known as Tracts 2 and 5, as more specifically defined and depicted in the Ground Lease. B. On or about February 5,1998, Alliance Aviation Investors, L.P. assigned all of its rights, titles and interests as tenant under the Ground Lease to Lessee. C. The terra of the Ground Lease is approximately thirty (30) years and six (6) months. Lessee wishes to extend the term by an additional ten (10) years. Article XIV, Section 17 of the City's Minimum Standards for Fixed Base Operators and Other Airport Tenants, a public document adopted by the Fort Worth City Council ("Council") on June 16, 1992, limits the term of any lease of property on a City -owned airport to a maximum of forty (40) years (thirty (30) years, with an option or options to renew the lease for up to ten (10) additional years, unless a different combination is specifically authorized by the Council, as occurred in this case), Therefore, Lessee's request can only be granted, to the greatest extent possible, by amending the Lease to grant Lessee an option to renew the Lease for a term commencing upon expiration of the original term and expiring on the fortieth anniversary of the Effective Date of the Ground Lease. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Lessee agree as follows. L Article 1 (Term; No Cross Default) of the Lease is hereby amended by deleting the last two sentences of Section 1.1 and adding the following provisions below Section 1.1; Amendment No. 1 to City Secretary Contract No. 23512 Page ] 1.1.1 The term of this Ground Lease shall. begin on January 19, 1999 (which is the date on which the City issued a certificate: of occupancy for the Aviation Related Facilities and is the "Effective Date" as used in this Ground Lease) and shall expire on July 31, 2029 (which is the last day of the 366th month following the month in which the Effective Date falls) unless sooner terminated in accordance with the provisions hereof ("Initial Term"). 1.1.2 If Lessee performs and abides by all provisions and conditions of this lease, then upon expiration of the Initial Term Lessee will have an option to renew this Ground Lease for an additional term commencing August 1, 2029 and expiring January 18, 2039 (Renewal Term"). Lessee may exercise this option by providing written notice of its intent to renew this Ground Lease for the Renewal Term not less than one (1) year prior to the expiration of the initial Term. If Lessee exercises its option to renew this Ground Lease for the Renewal Term, all terms and conditions of this Ground Lease shall continue in full force and effect during the Renewal Term. 1.1.2. Not more than. three (3) years prior to expiration of the Renewal Terra, Lessee may notify the City in writing of a desire to renew this Ground Lease for an additional ten (10) year term (the "Subsequent Renewal Request"). The City, in the City's sole discretion, may (i) grant the Renewal Request, either by entering into a new lease or, if allowed by then -current laws and/or City regulations, by amending this Ground Lease, or (ii) deny the Renewal Request, provided that the basis for such denial is not unreasonable under the circumstances. 2. Unless otherwise specifically indicated, references in. the Ground Lease to the "term" of the Ground Lease shall, without limitation, include: the Initial Tom and the Renewal Term. 3. All terms in this Amendment that are capitalized but not defined shall have the meanings assigned to them in the Lease. 4. This Amendment contains time final written expression of the City and Lessee with respect to the subject matter hereof. This Amendment shall be effective upon execution by both the City and Lessee and may be executed in multiples. EXECUTED as of the �� ... day of �;�rrT .2003. Amendment No. 1 to City secretary Contract No. 23512 Page 2 CITY OF FORT WORTH: By:z— Marc Oft : �_. k Assistant City Manager ATTEST: By: City Secretary APPROVED AS TO FORM AND LEGALITY: By-,— z� - Peter Vaky Assistant City Attorhqy M&C No., C-18972 - 02-19-02 AIRPORT BVILDING PARTNERS, LTD.: 4V By: Hillwood Ojiemuimg, L.P. a Texas limited partnership and its general partner: By: Hillwood Development, - - cffipordbon' Afllavirc' a Texas ceq)Gmtion and its general partner. By:? M. Thomas Mason Vice President Amendment No. I to City Secretary Contract No. 23512 Page 3 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Marc Ott, 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 executed the same as the act of the City of Fart Werth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this %�. day 2003. w Notary FLjHj, , state of Tmxas Notary Public in and for the State of Texas STATE OF TEXAS COLTNTY OF BEFORE ME, the undersigned authority, a No: u He in and for the State of Texas, on this day personally appeared M. Thomas Mason, . vsrn to a to be the person. whose name is subscribed to the foregoing instrument, and a owledged.: nae that the same was the act of ` kiillwoocl aIon and.. ' lwood :tag, L.P. on behalf of Airport Building Partners, Ltd and that he_,ecuted the same as the act of Hillwood Deft ""r•'�tr, Hillwood Owra�g, .P. and Airport Building Partners, Ltd. for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY i iAND AND SEAL OF OFFICE this - -_ =� � day 2003. y008*k WSOARMC `� 5 CflE�tli9�EAtl fi�PlRiBt DEC" Val w.wrr v.,,w+ps Amendment No, t to City secretary Contract No. 23512 Notary Public in ,and for the State of Texas M&C Review Page I of 2 CITY Coumm AGENDA DATE: 3/3/2020 REFERENCE NO.: **M&C 20-0135 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FORT WORTH 55AFW ABPN02 LEASE AMEND NO SUBJECT: Authorize Execution of a Consent to Assignment of a Ground Lease Agreement for Parcels 2 and 5 at Fort Worth Alliance Airport by AT Industrial Owner 6 HOLDCO LP to ABP No. 2, LLC and Authorize Execution of a Consent to Leasehold Deed of Trust to Restore and Repair Improvements on Parcels 2 and 5 for the Benefit of Southside Bank (COUNCIL DISTRICT 7) _- RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Consent to Assignment of Ground Lease Agreement for Tracts 2 and 5 at Fort Worth Alliance Airport by AT Industrial Owner 6 HOLDCO LP to ABP No. 2, LLC; 2. Authorize the execution of a Consent to Leasehold Deed of Trust, in favor of Southside Bank, for the acquisition of the leasehold interest and/or to restore and repair improvements for lease tract 2 and 5 at Fort Worth Alliance Airport; and 3. Authorize the execution of a Lessor Estoppel Certificate and Consent confirming the terms of the lease agreement and subsequent assignments of the leasehold interest regarding Tracts 2 and 5. DISCUSSION: On December 27, 2018, the prior Lessee assigned all of its rights, title and interest in the Leased Premises, generally known as Tracts 2 and 5 located at Fort Worth Alliance Airport to AT Industrial Owner 6 HOLDUP LP (Lessee) (Ground Lease Agreement, City Secretary Contract (CSC) No. 23512 with Amendment No. 1, CSC No. 28548). On or about January 3, 2020, Staff received notice that AT Industrial Owner 6 HOLDCO LP(Assignor), who is the current Lessee, would like to assign all of their right, title and interest in the Lease and the Leased Premises to ABP No. 2, LLC. (Assignee); Assignee wishes to accept such assignment, and Lessor is willing to consent to such assignment, all on the terms and conditions set forth in the Consent agreement. At commencement of the original lease, the total annual revenue received from this lease was approximately $79,003.04, payable in monthly installments of $6,333.59. Revenue was based on a ground rate of approximately $.19 per square foot for Tract 2 and $.32 per square foot for Parcel 5 in accordance with the Aviation Department's Schedule of Rates and Charges and Lessor's market analysis. Rental rates shall be subject to an increase on October 1st of any given year, based on the upward percentage change in the Consumer Price Index for the Dallas -Fort Worth Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of Rates and Charges. After subsequent Consumer Price Index rate adjustments, the current rate is $98,682.24 annually or $8,223.52 per month. Current revenue is based on a ground rental rate of $0.2744903952 per square foot for Tract 2 and a ground rental rate of $0.3936660196 per square foot for Tract 5. On or about January 3, 2020, ABP No.2, LLC's lender requested a deed of trust on its leasehold interest as a requirement for a loan to facilitate improvements to existing structures on the Leased Premises. ABP No. 2, LLC requests City Council approval for the City to execute a Consent to Leasehold Deed of Trust in favor of Southside Bank. The Leasehold Deed of Trust will grant ABP No. 2, LLC's lender, Southside Bank, the right, subject to any previous lien, to operate as Lessee or secure another tenant in place of ABP No. 2, LLC, if M&C Review Page 2 of 2 previously approved by City Council, in the event ABP No. 2, LLC defaults on its loan or its lease with the City of Fort Worth. The Lease Agreement prohibits the Lessee from making any assignment of the lease or causing a lien to be made on improvements constructed on the leased premises without City Council approval. This type of transaction is routine for airport tenants and Staff has no objection to ABP No. 2, LLC's request. Additionally, as part of the agreement with Southside Bank, the Lessee and Southside Bank request approval for the execution of a Lessor Estoppel Certificate and Consent. The Lessor Estoppel Certificate and Consent confirms the terms of the Lease Agreement and any amendments or assignments of the Leasehold Interests. Fort Worth Alliance Airport is located in COUNCIL DISTRICT 7. FISCAL INFORMATIONICERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the agreement, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the city. Fund Department Account Project Program Activity Budget Reference # Amount 1D I I ID I I I Year (Chartfield 2) FROM [-Fund I Department I Account Project Program Activity Budget I Reference # I Amount ID I ID Year Chartfield 2) J Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Fernando Costa (6122) Bill Welstead (5402) Ricardo Barcelo (5403)