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Contract 23512-CD1
CITY SECRETARY CONTRAC T NO. J38 I ;;l- NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. GROUND LESSOR AGREEMENT This Ground Lessor Agreement ("A!!reement") is made as of Ma.rc.h (tJ , 20 ~ by THE CITY OF FORT WORTH, TEXAS ("Owner") to and for the benefit of SOUTHSIDE BANK, a Texas state charter bank, its successors and assigns ("Lender"). RECITALS: A. Owner and Alliance Aviation Investors , L.P., a Texas limited partnership ("Alliance") entered into the certain Ground Lease Agreement (the "Ori g inal Lease") dated July 29 , 1997, wherein Alliance leased from Owner, on the terms therein, the real estate described on Exhibit A attached hereto and incorporated herein (the "Leased Premises"). B. Alliance assigned its interest under the Original Lease to Airport Building Partners , Ltd., a Texas limited partnership ("ABP") pursuant to that certain Assignment of Ground Lease dated January 30 , 1998. C. The Original Lease was amended by First Amendment to Ground Lease Agreement dated as of July 29, 1997 , and Amendment No. 1 to City Secretary Contract No. 23512 dated January 23, 2003 (the Original Lease as so amended, the "Ground Lease") D. A Memorandum of Ground Lease was recorded on June 26, 1998, in Volume 13285, Page 338 of the Official Public Records of Tarrant County, Texas. E. ABP assigned its interest under the Ground Lease to Alliance No . 6 Building Paitners, L.P ., A Texas limited partnership ("A6BP") pursuant to that certain Assignment of Ground Lease dated September 30, 2005. F. A6BP assigned its interest under the Ground Lease to AT Industrial Owner 6, LLC, a Delaware limited liability company ("A TI Owner 6. LP") pursuant to that certain Assignment o f Ground Lease dated September 29, 2010. G . ATI Owner 6, GP, LLC, a Delaware limited liability company, successor by merger to A TT Owner 6 , LP, assigned its interest under the Ground Lease to AT Industrial 6 Holdco L.P., a Delaware limited partnership ("ATI6 Holdco") pursuant to that certain Assignment of Ground Lease dated December 27, 2018. . H. A TI6 Holdco has contracted to assign its interest under the Ground Lease to ABP ~;. N<v\) No. 2 , LLC, a Texas limited liability company ("Borrower") pursuant to a certain Assignment of cf5, ~~ \~ ... ~ f;)~~ ~ {:_,~ $' ~ '-<_'5 r:._,<?'1-lfi ooo .3 o-<::--~-<::--s~ Ground Lessor Agree ment OFFiCIAL R~CORD CITY SECRE 3fA1 RY FT. WORTH, TX Ground Lease to be executed on or after Borrower's. receipt of a Consent to Assignment of Ground Lease from Owner. 1. Lender proposes to make a purchase money loan (the "Loan") to Borrower, which is to be secured by, among other things, a Deed of Trust, Security Agreement, Financing Statement, and Assignment of Rents (the "Deed of Trust") upon Borrower's leasehold interest in the Leased Premises. J. Lender will not make the Ioan to Borrower without Owner entering into this Agreement, and Owner desires that Borrower obtain such loan. NOW THEREFORE, in consideration of the Recitals, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Owner hereby represents, warrants, and agrees as follows: I. Attached hereto as Exhibit B is a true and correct copy of the Ground Lease and, except as attached hereto, there are no other amendments thereto or modifications thereof, whether written or oral. 2. Owner will not modify or amend the terms of the Ground Lease without the prior written consent of Lender and any attempted modification or amendment of the Ground Lease made without the prior written consent of Lender shall be void and of no force or effect whatsoever. 3. Owner consents to Borrower's mortgaging Borrower's leasehold interest in the Ground Lease to Lender pursuant to the Deed of Trust and other loan documents and to the performance by Borrower of its obligations under the Deed of Trust and other loan documents. Owner's consent is not and shall not be required for any modification or amendment of the Deed of Trust or other loan documents. 4. For the term of the Loan, Owner hereby assigns to Lender Owner's interest in any and all casualty and condemnation proceeds for the Leased Premises due to Owner or received by Owner pursuant to the Ground Lease so that all such proceeds may be utilized to (a) restore or repair the Property or (b) to pay the loan secured by -the Deed of Trust, in part or in full, in accordance with the terms of the Deed of Trust and other loan documents. Any such proceeds received by Lender which retrain after satisfaction of 4(a) and 4(b) shall be returned to Owner or Borrower, as their interests appear. 5. Upon foreclosure of the Deed of Trust by Lender, Owner shall recognize Lender or any purchaser at the foreclosure sale as Lessee under the Ground Lease and its right, as such, to own, operate and lease the leasehold interest in the Leased Premises in accordance with section 12.3 of the Ground Lease. 6. To the full extent allowed by law, Owner agrees that it will not, without Lender's prior written consent, elect to treat the Ground Lease as terminated under Section 365 of the 711000.3 Ground Lessor Agreement Page 2 Bankruptcy Code, I 1 USC §365. Any such election without Lender's prior written consent shall, to the full extent allowed by law, be deemed void and of no force or effect. 7. Owner is the owner of fee simple title to the Leased Premises. S. Owner has no knowledge or notice of any adverse claim to the Leased Premises. To the best knowledge of the Owner, there are no mechanic's or materialmen's liens against the Leased Premises filed or not yet fled, nor any claims for labor or materials furnished for constructing, repairing, or improving the same which remain unpaid. 9. All rental and/or other payments due pursuant to the Ground Lease are current. 10. To the best knowledge of Owner, it has, and there is, no claim, defense, or offset of any kind or character with respect to the Ground Lease. 11. There are no judgments against Owner remaining unpaid, unsatisfied, or uncanceled of record, and no proceedings in bankruptcy or insolvency have been instituted by or against Owner. 12. Owner has not executed any contract or agreement for the sale of the Leased Premises or granted to any person or entity an option to purchase all or any portion of the Leased Premises. 13. The performance by Owner of its obligations under the Ground Lease do not and will not violate or constitute a default under, or conflict with or violate any provisions of any term or provision of any contract, agreement or other instrument, or of any judgment, decree, governmental order, statute, rule or regulation by which the Owner is bound or to which the Leased Premises is subject. 14. There is no action, proceeding;, or investigation at law or in equity before or by any court, public board, or body, pending or threatened, nor is the Owner aware of or been informed of any basis for such action, proceeding, or investigation which calls into question the ability of the Owner to perform its obligations under the Ground Lease or this Agreement. 15. The initial term of the Ground Lease commenced on July 29, 1997, and terminates on July 31, 2029, subject to Borrower's right to extend the term of the Ground Lease pursuant to section 1.1.2 thereof. 16. No act event, omission or condition has occurred or exists which, together with notice and/or the passage of time, would constitute a default by any party under the Ground Lease. 17. Owner agrees that it will give to Lender, at the address provided in item 18 herein., duplicate copies of any and all notices in writing which Owner may from time to time give or serve upon Borrower under and pursuant to the terms and provisions of the Ground Lease. Lender shall have the same cure rights available to Borrower with respect to any alleged 711000.3 Ground Lessor Avreement Page 3 failure by Borrower to perform under the Ground Lease, and if the alleged failure is cured, Owner will accept such cure tended by Lender. 18. AlI notices required or permitted to be given under this Agreement or the Ground Lease to the Lender shall be in writing. Notices may be given by certified or registered mail, postage paid with return receipt requested or by personal delivery. Notices given by mail shall be deemed delivered three (3) days after mailing, properly addressed, postage prepaid. Couriered notices shall be deemed delivered on the first business day after actual receipt. Unless a party changes its address by giving notice to the other party as provided herein, notices shall be delivered to the parties at the following addresses: Lender: Southside Bank Attn: Mark Cundiff 1201 S. Beckham Avenue Tyler, Texas 75701 With a copy to: Kendall D. Adair Harris, Finley & BogIe, P.C_ 777 Main Street, Suite 1800 Fort Worth, Texas 76102-5341 Owner: City of Fort Worth, Texas Attn: L>JK: e a J l7 -7 h I 19. Borrower joins herein for the sole purpose of acknowledging the terms hereof. [Signature Pages Follow] 1 7'F�CYAL REr(, krn IA Flo WORTH, 'I. X 711000.3 Ground Lessor A reement Page 4 Executed as of the ~ day of M tl(OO ,20JO . OWNER: CITY OF FORT WORTH, TEXAS :~G Title: Asd. Gt~~ STATE OF TEXAS § § COUNTY OF TARRANT § This instrum ~acknowle ged before me on this (.p day of (!!/f ,u../1_ , 20.m by [erLLUtlo ~ , 1 l_, off! th~ity of Fort Worth, Texas, on behalf of the City. MARIA S. SANCHEZ My Notary ID # 2256490 Expires December 19, 20 21 APPROVED AS TO FO ~li AND LEGALIIT: ~ 7 11 000.3 nald P. Gomales, Asst Ci M&.t: ~~o,8s 03/00/~ -HB \9.GtS : QO.;lO -58 g lb \ Ground Lessor Agreement Of FiCDAL RECORD CITY SECRETARY FT. WORTH, TX BORROWER: ABP No. 2, LLC, a Texas limited liability company Name: Title:. THE STATE OF TEXAS 3 COUNTY OF § Th's `nsfrurnent was cknowledged before me on th4-daylof 20tsy the of APB 2, LLC, a Texas limited liability company, on behd imited liability company. J^ESSICA K. WALLACE Notary Publlc, State of Texas comm. Expires 05-13-2022 Notary ID 328268587 711000.3 Ground Lessor Agreement ®FRUAL RECORD CITY %tCRETARY K WORM Il K Page 6 EXHIBIT A Leased Premises ABP, LEASEHOLD: 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, and Addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Slide 621, Plat 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, Bloch 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 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set at the POINT OF BEGINNING; THENCE continuing S 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 5/8 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; THENCE 100.53 feet along the arc of said curve, through a central angle of 45 degrees 00 minutes, 00seconds, 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 5/8 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 are of said curve, through a central angle of 35 degrees 43 minutes 50 seconds, whose radius is 278.00 feet, the Iong chord of which bears S 82 degrees 01 minutesl7 seconds E, 170.57 feet to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set;\ 711000.3 EXHIBIT A Page 1 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 are 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 bears S 54 degrees 53 minutes 13 seconds E, 28.28 feet to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set a the West line of said Aviator Way; THENCE S 09 degrees 53 minutes 13 seconds E, 611.56 along said West line to the POINT OF BEGINNING, and containing 289,204 square feet or 6.639 acres of land, more or less. ABP, Easement (Leasehold Tract): Non-exclusive easement rights pursuant to Grant of Access Right from the City of Fort Worth, Texas, dated 05/24/1989, filed 05/24/1988, recorded in Volume 9279, Page 443, Real Property Records of Tarrant County, 'Texas, over, upon and across the property described therein as Exhibit A, SAVE AND EXCEPT that portion of said Exhibit A which is Tract 1 herein. 711000.3 EXHIBIT A rage 2 EXHIBIT B Ground Lease 711000.3 LXHIBIT B CITY SECRETARY CONTRA T NO. GROUND LEASE AGREEMENT This Ground Lease Agreement is made and entered into this 29th day of July, 1997 by and between: The CITY OF FORT WORTIL TEXAS, havingoffices at 1000 Throckmorton, Ft. Worth, Tx. 761.02, hereinafter referred to as 'the "Cites'` and .ALLIANCE AVIATION INVESTORS, L.P., a Texas limited partnership (fo rmerly known as ALLIANCE AIR PARTNERS, LTD.); Having ari office at 2221 Alliance Boulevard, Suite 100, Fort Worth; Texas 76177, hereinafter referred to as the "LQ§ " Lessee's Federal Tax Identification Number is 7.52521960. WITNESSETH THAT WHEREAS, the City is the owner of an airport consisting of approximately 680 acres of land and facilities known as the Fart Forth Alliance. Airport, located in. the Counties of Denton and Tarrant in the State -of Texas, hereinafter, the ""Ai_ rnor %. and WHEREAS, the City, as "Lessor", and Alliance Air -Services, Inc., as "Lessee"., entered into that certain .Lease Agreement dated .December 1.5, 1993, and designated as City Secretary Contract No. 20061 (the: "Or4 final Lease") for the lease of certain unimproved real property at the Airport (tile "Original I:eased Property"), which Original Lease was assigned 'from Alliance Air Services, Inc. to Alliance Air Partners, Ltd. on February 22, 1994; and WHEREAS, Lessee desires to lease a portion of the Airport; from the City for the purpose of constructing certain "Aviation Related Facilities" as defined in .Section 4..4 below.; and WHEREAS, the City desires to lease a portion of the Airport to Lessee for the purpose of constructing the Aviation Related Improvements NOW, THEREFORE, in consideration of the premises and of the rents, covenants, and conditions herein contained, the City does hereby lease to Lessee approximately 6,639 acres of unimproved land at the Airport as more particularly described in Article 2 hereof, which unimproved land is hereinafter referred to. as the "Leased Preigises," during the term hereof for the term and pursuant to the conditions hereinaf a set forth. ARTICLE .1. TERM; NO CROSS DEFAULT 1.1 Except as provided in the next. sentence; this Ground Lease shall be a binding obligation of the parties as of the date it is "made andentered into" as shown on the first .page .hereof.. Notwithstanding the foregoing, however, the obligations of Lessee are expressly conditioned upon Lessee entering into an agreett,ettt with Galaxy Aerospace Corporation, : (or its Affiliates, as hereafter defined) ("Galaxr") for the design, .construction, use and Gaiaa'y Ground Lem - AL-vised _ 1/2I/98 Page 1 07513.0MG273045.,12 4 9, �[ 1 11 operation of the Aviation Related Improvements. The terms and conditions of the agreement between Galaxy and Lessee must be acceptable to Lessee. If Lessee and Galax} are unable to so agree within 365 days after the 'made and entered into" date shown on the first page hereof, then either party shall have the right to terminate this Ground Lease by giving written notice of termination to the other; whereupon, neither party shall have any fiarther rights, obligations or remedies under this Ground Lease. The terra of this Ground Lease shall begin on 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 "Efflwive Date" is defined to be the date on which the City issues a certificate of occupancy for the Aviation Related Facilities. 1.2 Lessor and Lessee acknowledge and agree: 1.2.1 that the Leased Premises are not part of the 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 eights, 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 any of the separate leases created pursuant to the Original Lease or pursuant to Article 32 hereof shall be an event of default under this Ground Lease or otherwise in any way affect the rights, obligations, or remedies of the panics 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 Lease or otherwise in any way affect the rights, obligations, or remedies of the parties under 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 LEASED PRY-1KISE-9 23 The "Leased Premises" shall consist of Parcel No. 2 (appro)imately 2.921 unimproved acres) and Parcel No. 5 (approximately 3.718 unimproved acres), being part of Alliance Airport Lot 1, Block 1, Cabinet A, Slide 622 (as described on g hibit A-1 attached oAww crotma Lamas - Rcvavd - tr2I9s Page 2 07513.OM:0273043.12 c V V s hereto), together with all improvements (collectively, the "Lev i _pr_Qysu entg') hereafter constructed thereon, including, but not limited to, the Aviation Related Facilities, 2.2 Lessee shall also have the non-exclusive use of that portion of the paved aircraft parking apron (the "Transien# Aeera") that abuts the Leased Premises along the entire westerly boundary of the Leased Premises. The Transient Apron area that abuts the Lid Premises is shown on ALhihit Aa2 attached hereto. If at any time during the term of this Ground Lease, .Alliance Air Services, Inc. (or any of its affiliates) is not the operator of the Airport, then Lessee, as further consideration for Lessee's use of the Transient Apron, shall keep and maintain the Transient Apron free of trash, debris, and other foreign objects that result from 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 shall 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 City's sole discretion. 2.3 The Transient Apron is not a paint of the Leased Premises. .A M IISER_ AMPR_ __ 1<M Lessee shall occupy and use the Leased Premises for any lawful purpose and in a manner 1 which conforms to the City's Minimum Standards for Fixed Base Operators and Other µ 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 Promises and privileges herein. grated, Lessee agrees to pay to the City during the period commencing on the Effective Date, an annual rental equal to (i) 190 oer sat re 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 (d) 32f pek, square foot multiplied times the number of square feet within Parcel No. S, 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 atly, 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 Area, 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 `y used and actually applied by the City for the adjustment of any rental rates at the Airport. aaiaxy emw r.4n=. Revimw • wim Page 3 0 7515.00924 273045.12 �a 4.3 The annual rent payable hereunder shall be paid in equal monthly installments. Ewh 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 the City. The annual rental during the first year of the term of this Ground Lem pursuant to Section 4.1 shall be 1E.003.t14, payable in monthly installments of $6„333.59. 4.4 Lessee, as additional rent, shall construct on the Leased Premiss the improvements more particularly described on Erkibit A:3 attached hereto consisting of a corporate headquarters office facility, an aircraft service and completion center, and a customer service center (collectively, the " y aid led gnihim"). 4.5 Lessee hereby agrees to pay all fuel flowage fees, lauft fees and tic down fees imposed by the City from time to time, provided such fees are not unjustly discriminatory. ARTICLE_5 A E1'T1�ii CE�_C1 RE1_i ][1I I+dAi +CE Ili+ PIE d} EMENTS AND REPAER 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 my obligation to repair; maintain, or restore, during the terns of this Ground Lease, any Lemehold Improvements placed upon the Leased Premises 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 worlrmanlike manner, 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 ]raving a corrosive or detrimental effect thereon. Gaxxy Gmund 1 saes- RwAm%f - 1121n8 Page 4 07515.0092.0273Q45.12 jAMk 5..4 Take treasures to prevent erosion, including, but not limiter to, the planting and replanting of grasses with respect to all portions of the Leased PreTrWses not paved or built upon; and in particular, shall p1mit, 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 litres, gas lines, electrical power and telephone conduits and lines, 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 (34) days after written notice from the City to do any maintenance or repair workrequired 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 rojuired, and the cost and expense thereof shall 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 direct 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. Furthennore, 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 after 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. 5.4 Final plans 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 be unreasonably withheld or delayed, provided the architectural detail and aesthetics of the calKxyomund Lean -]revimd- MUM Page 5 07515.0092-0273043.12 Leasehold Improvements are reasonably satisfactory to the City. The City shall 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 sufflpent detail to mare a proper review thereof of its approval or disapproval of the propowA Leasehold Improvements, and, in the event it disapproves, stating its reason therefor. In determining whether to approve a major repair, 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, then, upon reasonable notice to do so, Lessee shall remove the same, or at the option of the City use the saute 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 inay effect the removal or change without any liability by the City for such removal or change, and Lessee, shalt pay the cost thereof (as defined in Section 5.3 hereof) to the City. 5.6 Upon the completion of construction or installaxion, title to all. Leasehold Improvements located on 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 of Lessee., and free and clear of any mechanics' and materialmen's liars by any person on account of any repair or improvement work dome 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 (ii) to Lessee or Lessee's contractors, Sublessees, or anyone else, for the value of any Leasehold Improvements constructed or located on the Leased Premises. 53 Lessee agrees to sceure its obliptions to maintaiii and repair the Leased Premises through the execution and delivery of a "Pledge Agreement" in the form attached hereto as gKkibft . A separate pledge agreement grill 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 66 ADDIT OVAL OBLIGATIONS OF LfISU 6.1 Lessee shall conduct its operations hereunder in an ordmiy and proper manner, considering the nature of such operation, so as not to unreasonably annoy, disturb, endanger or be offensive to others. 6.2 Further, Lessee shall take all reasonable measures: 0 owuYor-na - ReYiud - in tr9a Page 6 07315.0094:4293 45M 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, commutrication 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. 6A Lessee shall comply with all health and safety taws 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 torefuse 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, cartoxts, barrels or other similar items, in an unsightly or unsafe manner, on or about the Leased Premises is forbidden. The manlier of handling and 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 removing 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 pern it 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, "hing 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. osy c [�.� • a,ea - lnis Page 7 07511.0042:0273045.12 . A ? . 6.8 Lessee shall take measures to insure sounity 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 S above. 6.10 Lessee shall not do, nor permit to be done, any act or 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 manufactm'e, repair and maintain aiecmft mid ground equipment (or otherwise used in the day-to-day 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 shall be Dept and stored in safety containers of a type approved by the Underwriters Laboratories. The term "working supply" as used in this Section 6.11 shall mean the amount consumed by Lessee and other parties using the Leaser! 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 Leased Premisesy 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 !lire on the Leased Premises for commercial purposes without a valid permit from the City. 6.14 It 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 econonnically 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 40 use all reasonable efforts, to minimize prop or jet blast interference to aircraft operating on cna"y c a - aevisa - i12 u9s Page S 07515 OM:0273W.12 taxiways or to buildings, structures and roadways, now located on or which in the future may be located on areas ad}aiscerat to the Leased Premises. In the event the City determines that Lessee has not used all reasonable efforts 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 approvall 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) sball be the sole responsibility of Lessee. Lessee shall immediately commence containment and clean up operations as nwessary 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 T.T.S. Environmental Protection Agency and any other agency with jurisdiction over the Leased Premises. A spill or discharge means a discharge: of any 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 Iced 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 AIRPORT 7.1 General Use of the Aij_ ort. The City hereby grants to Lessee the right to use, on 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 limited to: 7.1.1 landing, taking off, flying over, taxiing, pushing, 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. ceay era. xa- ir>r9s Page 9 07315.0092.0273043.12 7.2 The City or the Airport operator will at all times maintain and operate with adequate and efficient personnel and keep in goad repair, the Airport and specifically the runways and taxiways, and the appurtenances, facilities, and 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 rmitrtain 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 loap years), unless Lessee agrees in writing to a reduced operating schedule. There will be no restrictions placed on Lessee's night operations. 7.3 To the maximum extent permitted by law, aaud notwithstanding any term or provision of this Lem to than 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, theta those applicable to other entities engaged in Aircraft Operations at the Airport, including, without implied lirnitation, 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 authorities having jurisdiction over the City to take 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 promLdgatedd. 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 governmental authorities and their respective successors and assigns, of and from any and all claims, 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 S JLq RANCE. DAMAGE OR DESTRV VON 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 oat&v G rid Lease - Ravissd-1121/98 Page 10 07515,0092:0273045.12 ANIL all risk coverage on the Leasehold Improvements located on the Leased Premises to the extent of one hundred percent (I00%) of the actual replacement cost thereof. Such insurance shall be written by insurers of recognized financial standing and authorized to conduct business in the State of Texas. If said insurers become 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 Nay (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 "prernium paid," evidencing existence of all insurance inquired 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 18 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 Mortgage, the insurance proceeds shall be paid to an escrow agent (the "Escrow Agga') 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 Qalaxy Groemd L=z: - RavisW - 1/21193 Page 11 0 i513.0092.0213045.12 the Escrow Agent of the proceeds of the insurance, the amount 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 damaged or destroyed. Such payments will be made by the Escrow Agent to Lessee, subject to the prior written approval of the City, in installments as work progresses, 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 certify 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 saki costs are fair and reasonable, and said certification shall also include an itcudzation of costs. If the insurance proceeds are not sufficient, Lessee agrees to bear and pay the deficiency. If the insurance 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 Lem. 8.4 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 time 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 same 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 described 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 Mortgagee 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 Bart of the City or the Escrow Agent to reimburse Lessee from the insurance proceeds for the loss or damage to fixtures, c�1yona r.1r�e. 1F21+58 Page 12 07515.0092.0273045.12 equipment or other personal property of Lessee. Lessee, for its own protraction, may separately insure such fixtures, equipment or other personal property as its interests may appe". ARTICLE 9 LIABIMIM IKSURANCE AND INDEINII'ICAT ION 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, INVITEES, TENANTS, GUESTS, PATRONS, CONTRACTORS AND SUBCONTRACTORS WHICH MAY BE STOLEN, DESTROY.l:D OR INANY WAY DAMAGED, AND LSEE HEREBY COVFJVANTS AND AGREES TO NDEMNIFY, HOLD HARMl= .AND DEFEND THE CITY, AND ITS OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL SUCH CLAIMS 9.2 LESSEE HEREBY COVENANTS AND AGREES TO (I) INDEAM7FY, HOLD HARNESS, AND DEFEND THE CITY, AND ITS OFFICERS, AGE1.9iTS' ANT) EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE AND/OR PERSONAL INJURY, EVCLVDNG DEATH, TO ANY AND ALL .PERSONS, OF WHATSOEVER KIND OR GrL RACTEP, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WTFH THE OPERATION, MAINTENANCE, USE, OR OCCUPANCY OF THE LEASED PREMISES BY LESSEE, ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR TENANTS, AND {I)) PROVIDE SUCH INSURANCE, AS REQUIRED IN SECTION 9.3 HEREOF, COVERING THE ACTS AND OMISSIONS OF ALL NAMED INSUREDS, INCLUDING THE CITY; AND LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUIT& LESSEE LIKEWISE SHALL ASSUME ALL RESPONSIBILITY AND LIABILITY FOR, AND SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, FOR ANY AND ALL INJURY OR DAMAGE TO THE AIRPORT, THE LEASED PREMISES OR ITIEIR FACILITIES, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION, MAINTENANCE, USE OR OCCUPANCY OF THE LEASED PREMISES, BY LESSEE, ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR TENANTS: 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 agrees to indemnify and hold the City harmless, the City shall immediately notify Lessee of such claim, and in the gent Lessee does not settle or compromise such claim, then Lessee shall provide; at Lessee's expense, the regal defense for the City should any litigation or arbitration result fiom such claim. o4iaxy omw w Lean - ecviwd - m ugg Page J 3 07513,0092.0273M.12 9.3 In addition to Lessee's undertaking, as stated in this Article, and as a mimes of further protecting the City, its offtrers, agents, servants and employees, Lessee shalt at all times during the term 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 forth 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 a of Lessee's tenants or Sublessees. In 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,A Lessee represents that it is the owncr of or fully authorized to use any twd all services, processes, machines, articles, marks, names or slogans used by it in its operations under or anywise connected with this Ground Lease. lessee agrees to save and hold the City, its officers, employees, agcnts and representatives, free and har mess of and from any less, liability, expense, suit or claim for damages in connection with any actual or alleged iniftingement of any patent, trademark or copyright, or arising from any alleged or actual urtfair competition or other similar olaint, arising out of the operations of Lessee under or in anywise connected with this Ground Lease. ARTICLE _10 RILLS APdD "GUI ATIONS & D lYYlilMJIM STANDARDS 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 Minirnunn 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 efson firm or cQ—arafion that fails or refuses to obey and aurp Y P s �---_-- - = y comply with such Rules and Regulations, laws and Minimurn Standards. Notwithstanding anything to the contrary contained in thin Article 10, however, the City acicnowlledges and agrees that the Aviation Related Facilities shall, from the "made and entered into" date set forth on the first page of'this Grouted Lease until the Effective Date of this Ground Lr se, only have to comply with the Rules and Regtilations, Minimum Standards, and ether Airport -related municipal rules and regulations that were in effect on said "made and entered into" date, catayc Lem -a _intr9x Page 14 07513.D0612:0273045.12 ARTIC]Ll�; 11 s Slf 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 lightest or unlighted, shalt 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 LEASPHIILID lei NU131r,EMNC ,AMID A GF EI1,T 12.1 Lessee shall have the right, at any time and from time to time, without the City"s WnSent, 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 assign, 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 loans shall be referred to as a o"Le �hald �vl rt aye"; and a holder of a Leasehold Mortgage as a s h Mor#ata "). 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 auy greater right in the Leased Premises than Lessee then had under this Found 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 additions, alterations, or improvement thereof) through the issuance of bonded indebtedness secured, 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 given and executed 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 cis m omm L - Rav wd - rr2 v9s Page 15 07313.0092:0273045.12 perform under this Ground Leases and if the alleged failure is cured, the City will accept itsuch 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 under tljis 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 4 hereof). In the event of such a partial cure by a Leasehold Mortgagee, the City agrees that this Ground Lease shall continue in full force and effect 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 necessary attorneys fees, shall be paid to the City by Lessee. The City agrees to reasonably cooperate with Lessee and any prospective Leasehold Mortgagee in documenting these partial cure rights in a manner reasonably requested by such Leasehold Mortgagee. 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 Iiability 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, "Subleases") with sublessees, licensees, and concessionaires (collectively, "Sublessees") for the right to use or occupy the Leased Premises or the Lessehold 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 Minimum 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 null and void), and no such Sublease shall extend beyond the term of this Ground Lease. 12.3 Except as provided in Sections t2.1 and 12.2 above, Lessee covenants and agrees that it will not sell, convey, transfer, mortgage, pledge, or assign this Ground Lem, 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 (6) the City will consent to the assignment of this Ground Lease by Lessce to a responsible third party, provided, that the q-d--y c.-u,a resew . ltw&cd-1Y. im Page 16 07525.oM-0273043.1z request for the City's consent is in writing and presented at least sixty days prior to the 0 date of assignment and provided further, that the City determines, in its sole discretion and to its satisfaction, 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 formal 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 limiter[ 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 rights 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 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 all 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 (H) the City will not join Sublessee as a party defendant in any action or proceeding for the propose 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 Gary Sublease surviving the termination of Lessee's rights hereunder and under this Lease shall be in accordance with the following: 12.6.1 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 Lease are terminated (the "Rights Tennination_i?ate"). Such 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 palsy ormw Lwm - Reyiwd - [mugs Page 17 073 15.0092:M73043.12 which, in the reasonable judgment of the City nay be necessary or appropriate to evidence such attornment. 12.6.2 From and alter the Rights Termination Date, the City shall have ail 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 smell, from and after Galaxy's succession to the interest of Lessee under this Lease, have the same remedies against the City for the brew of this Lease that Lessee had against the City if the Galaxy had not succeeded to the intuest of the Lessee Bander this Lease; provided, however, that the City shall not in any event be: (a) liable for any act or omission occurring prior to tho 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 (c) 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 tenant (including Lessee); or (iu) bound by or liable for any obligation of any prior tenant (including Lessee) to pay any sums of money 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 Lease or (iv) bound by any 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 near of acceptance by the City of any assignee, claimant, or occupant, nor as a release of Lessee by the City from the filrther performance 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 havc 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 CONDE fiATI0 13.1 In the event that the Leased Premises or any part thereof shall be condemned and taken 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 (ii) if for the leasehold interest in the Leased Premises or for any interest in any Leasehold Improvements placed, located, or Galaxy Grrnnd DM" . Revised - lid Ift Page is 07315.OM,-.027304 i.12 constructed thereon, shall be paid to Lessee and any Leasehold Mortgagees in accordance with the rights under any Leasehold Mortgages, it being understood that the City has fee title to the Peal property and title to 91 Leasehold Improvements thereon is vested in Lessee until the expiration or earlier termination of this Ground Lease. Either party, consistent with its rights under applicable law, may appear in any such condemnation proceeding and pfesent its claims for damages, if any, arising from such condemnation. 13.2 Rentals for that portion of the Leased Pre rises condemned 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 unaccrued 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 talking 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 full compensation to Lessee for such temporary taking and no claims for damages arising out of the temporary taking shall be made against the City. ARTICLE 14 NON-DTSCRMINATION 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 compliance with all other requirements imposed pursuant to 'f'itle 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally -assisted programs of the Department 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 pant of the consideration hereof, does hereby covenant and agree as a covenant running with the land 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, (H) that in the construction of any Leasehold Improvements on, over, or under such land and the furnishing of services thereon, 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 is Transportation, Subtitld A, Office of the Secretary, Part 21, Nondiscrimination in owaxycwam-a Lmm- ReAw - inirgs Page 19 07513.0092'0273043.12 Federally assisted programs of the Department of Transportation-Ef ec ustion of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. 14.3 In this connecdon, 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 of Lessee, a breach of which, continuing after notice by the City to cease 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 Lessee, 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 held harmless the City from any claims and demands of third persons, including the United States of America, resulting from Lessee's noncompliance 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 affirmative action program as required by 14 CFR Part 152, Subpart E and 49 CFR Part 23, Subparts E & 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 affirmative action programs and that they will 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 G_OVER M- KTAL REQUIEREMENTS 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 can the gross receipts or gross income to Lessee therefrom, and shall make all applications, reports and returns required in connection therewith, ashtxy c >cssc - ftviwa - u2 v9s Page 20 9751S.0692:o273M.12 15.3 In addition to compliance by Lessee with all laws, ordinances, governmental rules, regulations, and orders now or at any time in effect during the term hereunder adopted in accordance with Section 7.3 of this Lease and which, as a matter of lave, are applicable to the operation, use or maintenance by Lesser of the Leased Premises or the operations of Lessee under 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 re dting 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 from 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 strictures, fences, equipment, devices, and other facilities as may be necessary or appropriate to accomplish the objective as set forth in Sections 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 shall submit for City approval an application together with its plans and specifications covering the required worts or any other work and, subject to receiving such approval, shall proceed diligently to construct the same. ARITCLE 16 RIGHTS OF ENTRY RESERVED 15.1 Tire 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 furnishers 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 times, and upon notice to Lessee, to matte 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 whom such rights have been assigned). It is clam omut.31,am - Rem - in a/gs Page 21 07313.0092:0273045.12 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 lines now or hereafter lor.,ated on the Leased Premises for the purpose of providing utility services only to the Leased Premises. 16.3 In 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, slid thus shall interfere with the inspection, maintenance, or repair of any such system purmant to Section 16.2, 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 therefrom. 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 he construed to be, an eviction of Lessee, nor be mane the grounds for any abatement of rental nor any claim or demand for damages against the City, consequential or otherwise. ARTICLE 17 ADDMONAL RENTS AND CHARGES 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 amounts 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 liability 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 cxpense thereof which Lessee shall pay upon demand. 17.2 If the City elects to pay any surn or sums or incur any obligation or expense by rein of the fa -dare, neglect, or refusal of Lessee to perform or fulfill any one or more of the conditions, covenants, or agreements contained in this Grouted 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 sum or sums so paid or expense so incurred by the City as the result of such failure, neglect, or refiasal of Lessee, including interest, not to exceed twelve percent (12%) per annum, together with all costs, damages and penalties. n such oaraxYGmmeerzw-Ravwita- tangs Page 22 ais r S. oa9s:az93 o4s. r z event, the total of such amounts may be adder] to any installment of rent thereafter due is hereunder, and each and every part of the same shall be and become additional rent recoverable by the City in the sum manner and with like remedies as if it were originally a part of the rent provided for in this Ground Lease. ARTICLE 18 `I•l;RMWA'f1QD1 BY THIS 18,1 In the event Lessee (or any successor in interest to Leave) 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. IA witliin 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 Pmrnises. 19.2 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 Been (15) 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. Notwithstanding 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 frnal; 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 termination, 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 -market" rates shall also terminate. The rights 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 c&Imycrmmd r->a=d. inrrss Page 23 07511.06M273045.12 provided elsewhere herein, shall be free and clear of all claims of Lessee, and the City shall have inumdiate right of possession to the Leased Premises. 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 or (H) to Lessee or Lessee's contractors, Sublessees, or anyone else, for the value of Leasehold Improvementsconstructed or located on the Lem Premises, I8.5 Faalure 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, foe any period or periods after a default by Lessee of any of the terms, covenants, and conditions herein required to be performed, Dept and observed by Lessee shall 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 F�osure ,y Iaeasehold_Mortggagee. Notwithstanding anything in this Ground Lease to the contrary, the City shall not be entitled to exercise 'its right to terminate this Ground Lease as provided in this Article 18 during the period that a Leasehold Mortgagee d a4 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 Lease; (b) there is timely paid to the City th6 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 Leasehold Mortgage of such Leasehold Mortgagee, are duly complied with by such Leasehold Mortgagee. 18.7 N2 Voluntary. Suxxender of Leasehold Estate Without Consent. 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 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 Galaxy. Gluey Grmmd [.ease - Revised - v2v9s P age 24 0151s.0092 z7aaas.1a 19.8 I ew ease withT PUMAhArl ",., r wee ar axv upon Tertxnnatiofl. If this Ground Lease slllsll terminate for any reason, the City agrees that the Leasehold Mortgagee and Galaxy shall 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 palrty's election to execute a new lease of the Leased Premises of the character and, when executed and delivered and possession of the Leased Premises is taken thereunder, having the effect hereinafter set forth. The new lem shall be executed by the. City and the Leasehold Mortgagee or Galaxy within 15 days alter 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 Leap 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 limitations set forth in this Ground Gorse, 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 would have become payable hereunder by Lessee to the City to the date of the execution and delivery of such new lease had this Ground Lease not tern- mated, 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 lease, as contemplated in this Section 18.8 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. AI;Uag 19 REMF,DM$s_-SL_T_RRENDI R,x,AND RIGHT OF Rli+:-ENTRY 19.1 Litn tation on City's Remedies. 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 sole and exclusive remedy shall be to reenter and take possession of the Leased Premises (or portion thereof} and to take title to and possession of the Leasehold Improvemzents (or portion thereon 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 limitation set forth in this Section I9.1 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. Gaaxy Ground ream .1s - uarros Page 25 07515.0092:0273045,12 19.2 Upon the expiration or termination of this Grou'nd Lease pursuant to any tenrns hereof; Lessee.agrees peacpaably to surrender up the Leased Premises to the City in the same condition as they were i t the time of the commencement of the term hereof; and as they may hereafter be repaired and improved by Lessee; save and except, (a) such normal weal' and teas thereof as could not have bem prevented by ordinary and usual repairs and maintenance, (b) obsolescence in spite of repair, and (c) damage to or destruction of the Leasehold Improvements for which ins nmce proceeds are received by the City. Upon such termination, the City may re-enter mid repossess the Leased Premises together with all Leasehold Improvements. Furthermore, upon' such termination, and for a reasonable time thereafter (not exceeding 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, fixtures 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 Lessee repairs aR damages that alight be occasioned by such removal and restores the Leased Premises to the condition above required. AR1iCLE_20 SERVICES 10 Lll SVEE 20.1 The City covenants and agrees that during the tern 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 types kind, or clhss 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 access thereto by Lessee ,in accordance with the City policy governing same. 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 famished 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. 0A" cry lease - Revised-1i3119s Page 26 07513.0092:0273045.12 ARTICLE 21 THIS ARTICLE 21 INTERnONALLY_LEFT BLANK ARM o- 2 1 TMS ARTICLE 22 WM"I OVALLY LEFT BLANK ARTICLE 23 LY `I€'e II�Ra F IG� AFC PRj[IM1 _jrRAT I�ED 23.1 ]Except the exclusive rright of Lessee to possession of the Leased Premises, no exclusive sights at the Airport are granted by this Ground Lease, and no greater rights or privileges with respect to the use of the leased Premises or -any part thereof are greeted or intended to be granted to Lessee by this Ground beast, or by any provision theroof, than the rights and privileges expressly and specifically granted hereby. ARTICLE _24 NOTICES 24.1 Ail 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, apt 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 day on which it is redelivered if it is not left at the notice address. 241 The notice addresses of the parties are as follows:- Ci City Manager City of Fort North 1000 Throckrnorton Ft. Worth, Texas 76102 and Director Airport Systems Meacham Airport, 4201 North Main Street Ft. Worth, Texas 76106 E r,aiaxy Grmmd r.mm -Revised - inv9s Page 27 07515.0092:0273045,12 T-Q� Alliance Aviation Investors, L.P. Attn: Timothy D. Ward 2221 Alliance Boulevard, Suite IOU Ft. Worth, Texas Jb 177 and Hillwood Development Corporation Attn.- Rick Patterson 2421 Westport Parkway, Suite 200 Ft. Worth, Texas yd 177 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. 24.3 Notice tg L= IgIdN91tgape and Subl-�,§se . 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 tobe 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 Lessee 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 givers 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 take 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. I] ARTICLE 25 HOLDING OVER 25.I 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 tellattt at will of the City and, after written notice by the City oala)w Ground l.mn . R#4wd -MOB Page 28 073 l i.0092:0273043. l2 to vte such premises, continued occupancy thereof by Lessee shall constitute Lessee a trespasser. 25.2 .Any holding over by Lessee beyond the thirty (30) day period permitted for removal of fixtures without the written consent of the City shall mare Lessee liable to the City for damages equal to double the rentals provided for herein and which were in effect at the termination ofthis Ground Lease. 25.3 All insurance coverage that Lessee is required render 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. ARIgMi 26 RD ALIBE PROVINIONS 26.1 The invalidity of any provisions, 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 in enforceable agreement. ARUC14E_�� MISCELLANEOUS PROVISIONS 27.1 No -__Waiver of Rights. The failure by either party to exercise any sight, or rights accruing to it by virtue of the breach of any covenant, col dition 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 Nanliability of individuals. 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 because of any breach thereof or because of his or their execution or attempted execution of the same. 27.3 Quiet l✓njoyv=01. The City covenants that as long as Lessee is not in default of any provision of this Ground Lease, Lessee shall 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 terra hereof unless sooner canceled as provided in this Ground Lease, 27.4 Fstopoel Geri iftcates. At the request of Lessee in connection with any Leasehold Mortgage, Sublease, or assigrunent, 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, (ii) that this Ground Lease is in fill force and effect, (iii) the then current caia«ycn uwt,m-rtaviwa-iw/9m Page 29 07515.0MG273D45 r2 annual amount of rent and the date through which it has been paid, (iv) the expiration date of this Ground Lease, (v) that no amounts are then owed by Lessee to the City (or, if amounts are owed, specifying the seine), (vi) to the lumwledge 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 both would constitute such a default, (vii) that the TW= of Sublessees (except' Sublessees that are Affiliates of Ussee and that occupy the Lased Premises at "below market" rates) will not be disturbCA by any default of Lessee, and (viii) any other fact or information reasonably regtlruted by such Leasehold MortWee, Sublessee, or assignee. The person or entity to wholn such statement is addressed shall be entitled to rely conclusively upon such written statement. 275 Short noun -Pf Lease. This Ground Lease shall not be recorded, but at the request of either party, the other shall execute a memorandum or short form of lease for recording. 27A General ProvisCtonp. Lessee shall not use, or permit the use of, the Leased Premises, or any part thereof, for any purpose or use other then those authorized by this Ground Lease. 27.7 This Ground Lase shall be performable and enforceable in Tarrant 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 party. 27.9 In the event of any ambiguity in any of the terms of this Ground Leese, it shall not be construed for or against any party hereto on the basis that such party did or died not author the same. 27.10 All covenants, stipulations and agreements in this Ground Lease shall extend to and bind each parry 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 Mortga = PE=iorl. 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 Leasehold 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 c�w�yo,1.-aE-tr�rr�s Page30 47313. 0092:0273 045. r 2 Leasehold Mortgage on the occurrence of a default under the terms of this Ground Leme, The City and Lessee each agree to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessaq to effect any such atmendmerti t; provided, however, that any such amendment shall not in any way affect the term or rent under this Ground Lease not 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 substawtive rights of the partaies as set forth in this Ground Lease, then such amendments or agreements must be approved by the City Council of the City. 27.14 Sublesseee ELQL . The City and Lessee shall cooperate in including in this Ground Lease by suitable amendment horn 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 Galaxys interest in the Leased Premises on the occurrence of a default under the terms of this Ground Lease. The City and Lessee 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 obt 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 rights 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 Nonmeraer_ 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 them, 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 shall occur unless and until all persons at the time having any interest in the fee estate and all persons having any interest in this Ground Lease or the leasehold estate, including the holder of any mortgage upon the fee estate, shall join in a written instrument eii"eoing such merger. 27.16 Force Miaieure. Any time period specified in this Ground Lease for the peiformance 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 nth r Ground Leases, If at anytime during the term of this Ground Lease the City, as lessor, enters into any other ground lease 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; them the terms, conditions, and other provisions of this Ground Lease shall be deemed to be automatically amended to the oaiW omndt,nw. aavima _ v2v9a Page 31 073 ts.on9a:azraoas.l2 extent necessary to confer substantially the same favorable or beneficial treatment upon Lessee. ARTICLE 2g UB[DRDIQNXXAMMI 28.1 ' This Ground Lease is subject and subordinate to the following: 28.1.1 The 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 shall 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 whicb, in the opinion of the City, would limit the usefulness of the Airport or constitute a hated 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 benefit of the Airport. 28,1 A 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 user and if any such Iease is executed, the provisions of this Ground Lease insofar as they may be inconsistent with the provisions of such lease to the Government, shall be susppendA but such suspension shall not extend the term of this 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. 28.1.5 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, irwill 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 DaIIas/Fort Worth 16 International Airport. The parties hereto acknowledge that the rights and duties of Lessee aahLV arwnd l aria . hviwd - t/2r1Js Page 32 0751s.aan�273045.12 ard the terms of this Ground Lease may be qu"ed to the extent that the provisions of the 1968 Concurrent Ordinance and pros dings relating to the opemdon of the Dallas/Fort Worth Inttional Airport govern the operation of the Airport. 29.1.7 Notwithstanding anything to the contrary stated herein, any contractual or statutory Hen claimed by the City in all goods, wares, equipment, fixtures, furniture and other personal property of Lessee presently or hereafter situated in the Leased Pfertises and all proceeds therefrom (collectively, the "Collateral') (save and except liens for ad valorem taxes levied on such personal property) shall be subject and subordinate to the rights, if any, of any Leasehold Mortgagee, any holder of any Leasehold Mortgage or any holder of alien or security interest securing purchase money indebtedness covering any of the Collateral, and the City agrees to execute such additional documents 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. 29.1.8 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 between Alliance Air Services, Inc., as Operator, and the City of Fort Worth darted 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 Managerrnent Agreement that concerns, addresses, or deals with any ground lease of Airport property (including constructing improvements and/or prodding FBO services), this Ground Lease shall control. 28.1.9 Any person or entity to which this Ground Luse (or any rights 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 tents and conditions of this Ground Lem. A.R'PfC. LE 29 VEAIUIJ 29.1 Should any Wion, 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, nonperfornsarlce or- attempted performance hereof venue for said action shall lie exclusively in state courts located in Taunt County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. Galaxy Ground Lease - Aavhwd -112WS Page 33 07515.0092:0273043.12 11 ARTICLE 30 Al�TT�RE,� 30.1 This Ground Lease consists of Articles 1 to 34, inclusive, F, FaiB s , 1. J- t, Schedule A and Appendix A. -- Ate ad B 30.2 This Ground Lease constitutes the entire agreement of the parties hereto and may not be changed, modified, disdwged or extended except by written instrument 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 Lem. ARTICLE 31 LEI§EEE'S 4P 'ORnINiTY CHT 31.1 The City hereby grants Lessee a right of first opportunity (the `OVl W Right") to lease all or a portion of any improvements constructed by Lessee (inciuded, 6t not limited to, the Aviation Related Facilities) (collectively, the "Constructed lrevernenLS") pursuant to this Ground Lease. The Opportunity Right shall continue until termination (upon an event of Lessees 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 beeffefforts to 1 st 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 an unable to negotiate such a new lease, the City shall then be free to solicit offers from third patties 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 shalt 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 "Oonortuni Notice") of any proposed lease of all or a portion of any Constructed Improvements within three days after the city manager`s office is prepared to recommend approval of such agreement (the 118scontmended Building Lease") to the City Council. The Opportunity Notice shall include the .Recommended Building Lease, together with copies of the city manager's reconunendation, the applicable "M&C" prepared for the City Council, and any other written rnaterials or information in the City's possession or control that are reasonably necessary or convenient to understanding the Recommended 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 tosame terms and conditions contained in the Recommended Building Lease. oat,xyamu a[.=.Re*"a-v2v9s Page34 07515.0092:0273045.12 0 ARTICLE 3232 RW11"1 _N f P' 1CIE LEASED PREMISES 32.1 Lessee shall have the right to divide the Leased Premises into separately platted portions (a "Platted Porfion") 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 males and description to the City Manager of the City for the Managers approval. The City Manager shall approve such map 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 shall 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.21.2, Subchapter A of the Texas Loral Government Code, The City and Lessee shall execute a separate lease agreementfin (in substantially the farm of this Ground Lease; provided, however, that (i) plans and specifications for subsequently constructed improvements must be submitted within 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 (ii) the term of all separate leases shall begin when certificates of occupancy 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 no default under such separate lease shall be a default under this Ground Lease or under any other separate lee. [TIME BALANCE OF MS PAGE IlrI' =IGNALLY LEFT BLAND] caaexy cfoinr l,ce - towed - r/air99 Page 35 07511U092:6271043.12 IN WITNESS WHEREOF, the parties hereto have executed this Ground Lease on the day and year written above. LESSOR_ ATT�ST. CITY OF FORTH WORTH, TEXAS tz� By City Secretary Title: City Manager Approved As to Dori LESSER: And it 4IZ= ALLIANCE AVIATION INVESTORS, L.P., a Texas: limited partnership -- City Attorney / (:formerly known as ALLIANCE AIR A 7 PARTNERS, LID.) By: FLIlwood Operating L.P., a Texas limited partnership, general, partner By: Hillwood Development Corporation,. a Texas corporatiot� general partner By: Title: t;al.axyGmundl-zawReviwd-112lf9g Page M Exhibi "A- DgIcription of Leased Premkes oaimxyGmund Lem - novised- u2tigg Page37 07115.OWT0273045A El BaiUg q of1gW siW in ifio CUy of Folt W0A. T'aM iY, T �, 421 1t � p4rtian csf bat 1, Alork 1, AUkKPe Wit, ao AMtl= to ft MY of Fob W" k T% ps .c,a&d in bibuict .A, SUd's 622, MW REMA4 Tarrsat r-�►, '1' ,ftd'�IRM-pl ply dew4bed by vacs an baw4s as faliavM r0bV i(1 NCMCB at = dl ems. Win thB 6"VAAy baMULW UM ofMdd i.nt I, Bloch 1# ad b tbz vQftaa&Vdu gave POW Of Gdgzy WeY; NCH S 09053'13 sE Way way. AGE S 80'06'47"W, 57.00 fmt cm5b)9 sid SWO& tO tO POMf OF Dr-CHOWG; '1UW;008 f mkiug S 89 0061471 W, 450.34; Ti CZ 14090513w,wl 7.+67.00 fit,; TEWgCB lq 90*0647"P,,119.'79 feet to th"agifflo sag Of 8 to ale 1 TEWCE 100.53 fMtalb tjMa= of said CUM tough a eEau i aagle of'45 °, whale mdits is 128.00 fed, tbo ioAg v$vtd of Which bmis N 5703647'"E, 97.97 f T 1 22.18 f91% a1cMg ft M of said MAW, tlwgvalt a Mtjgvj rm& of 80-43514 J WhOSP, nadirs is 20.00 awt, the loon &orrd oxfwWrL beni 14 75'29'43p% 25-91 f6a W t& bMwikta Of aWVG to the IA TFffNCE 1 .37 fed alarm a of s1dd CMVI , &coo a c=W an& of 35'43'51 ", whom rsdiu is 27S.00 feat, tlle 1011g pbl ud afv,7bjch bem-.,rs S 82"008"E,17a.57 fecu 1-IqCr, N 9000648"1;,14.00 feet as dw bafming Of % mllg to fbia xl ; TEWNCY, 31.42 fees ab=8 tL6 Of sad Gvr"%'k0u9bL A OCM&t an& of 90 -, wloga situ s is :Zo.ao %gt, ft long ck=d of kh b S 54 "S3'12"R, .28 fwt to the vv"4 iinu of 39d Gawxy Way; SCE S 09"53'13"n, 252.00 ajong said west lit@ to � J�UYi' ' Ct xY II}7C ,cud 6enlgining 127724 g vquac §6st ow 2.921 so= of lmd. mom or legs. IM B To6 No, 971.433014 SwWr # ACE J:VO]31971433141St ]Iz\WPNLEG1971433E1.LOY sauuary 21.1998 jPago i af-2 LEAS9 PARCML 5 Haing a hadofland dwated fix ft City ofFPort War4famd CatwIA T ad Mug a pm-dm n ofLot 1. Elack 1, A Mum wd Ai poit, aa Addifim ba thb City a Foxt'Voith, 'hem. as xvmrded m Cabimt A. n& Q2. CMW Rwmig, %t City, TM9. Pnd baW more pstdcubrly dawdW by motas and bon ds Ra foiluva: COWAMCING at art eiX comox la Vw embady bow -Any i of odd Lot 1, Block 1. twd Win the rwAmftm t=i= loW of GabIq War, T I CS S 09 ° 531i3"E, 1649.56 almS dw ata lw of said Gmkxy Way; Tj3WCS 8 80"494M 57.00 f6�.t ugussing std shM to fike POOT CAI' MWvXRNMlG. TEjMCrZ coaftaing 0 30 "06147-W► 450.51; TEEENICEN 091151`30"W, 359,56 fu4 TBMCE N go0W47"E, 45 0.2 9 fba to the weal Jim of acid OW&xy Way; 7.IWCR S 09*52113'Tss 359.36 ;fact akmS WA wed lire to the POUT W- =GMM A,d. canba 161,956 squ= feet or 3318 a-MiM r flmd, W= 9Y 18®9. 10 C&B Job No. 97MV33aI A. yanuw21,1999 Setim # ACE J:V0D197143314t .tW1krIO1 1433BI.LGL Page 2 of 2 Z:'w �1r rs, Qr vcw or wawmtm `r � r�e��s+• ek .17L 7 •t. Imsp W Rf 69, fit•! 14. s0' �,m IV, +� f ePms•eo- aa- R•20. 00' t•G.•52LI Ert LRAM PARM 2 12r, z4a S% Or. IFAMMM2 CITY Of FORT WSITFi LOT I, BLOCK I ILL,L.(Amm Al"FORT � LUM PARCU 3 a- 1461, S26 sm accKWTF oun TFIANMETE 09-BBIT 5H4*qNC: eu , irs Cr, {AXAM SJRVICM 1>�7 �:a pearl F"m-sim ana rrn G7iAAX—f11A Ste. taQ AV -'a Q Exhibit A-2 Descrintiou of ent Ayrom AM -}aim"amundu=-RwA%d- 2u98 Page38 D7515.0092:02i3t1i:5,12 e RI E .Hmr sJ' oWm GALAXY AUR SERVTCHS EXhibit-A-3 n n r,xiswofmm,duaw-Rz,,,a-v2i/qa Page39 0731 S.OM-0=045.12 stxz e' q f I }lodiiy *;urffly ii#? ` I � daiilard a�rdroaay dxeiea ' l n vgq id-1 .r r Aurdmp:.4tardold poaraii!F.{ 1 ! a LLJ ' i I I �O I I I o " 4. ro- Ell dormI�Iedvip Aftmayaq _ _ cry a7rowut tom. x�;�a-1/Z1N8 PaSe40 07515.GM.02TM45.12 9 M OR (g110 "Pledge Agreement'), Qnt,-O and into is o _ -: -_— - -> J f byand viomq All iancc Aim fs,h�a (�essee ?, the pity of Fort Werth, T s, g yu-oujuipal corporation of Tait and Denton Countries, Tag ("Fort Tlorthw) aud NationsBMWC of TAN, N.A., a nationva banking a 880Cizti.an C'H9tiC0H k") . w X n N X9 S S Z T 19s WEBUXAS, %ass*e and rOrt W®xth havO entered into that certain Lea me Ag=ament dated December —, 1993, ( the "Lease"); and the Lease provides that Lespee Cha ll submit to dot Worth see icy acceptable to the City (1�he 'Inteu ed security') 209 the P 0ee of cuarRnt®eiug satis�act�� r,wpietion by LeFin®e Of the ImProvaWats (defined below) to be ccnqta�cted in accardance with the Leaso (the OSeed obli.gatienm") ; and IEJU4, Lessee and Fort worth desire and agree that Lessee be allowed, to pledge securities (as defined below) to Fort worth, to be held by NationsBank as escrow agent, in lien of and in coWlete satisfaction of the obligation to stag the intended Security to secure the POrfcTmants Of the Seotnr;ad Obligations; WM -1wUMFORZ, for and iu, consider&tion 0:9 th* prem.ses, ton doll&=a ($10.oa) and other good Rud valuable consideration, tho geceipt, sufficignr- ►, Rnd adequacY Of which are hereby ac]caowledged and contafoed, the parri8ff hereto hereby agree as folIONO: � m PXr- LN For the poses of this Pledge Agrem-mut, unless the context otherwise oleaxly requires, the Poll iug r-eM-9 shall have the fellcwing M*anings: "XUitia seenrityu, shall meau the Seeugities identified on Exhibit "A" attached hereto having an aggregate Market value of not less tha4. $ _..�., " which sum represelxt�s 100 percent of the estimated cost of eanstruating the following( improvements (the "Improvements") (DESCRXPTION OF XMPR0VMU=S) ,lUen" sha-11 mean any seMrity lutsrast, charge, tax lien, pledge, enowbrance, coWitiDuMl sees or other title retention ArngpRomm or any other interest in property designed to ReeU 0 th@ rOPRYMemt of indebtedness or the gatisfacti= Of any rather Obligation. amarket Value u shall meam th@ price, as of any date, obtaized oa such date fxow a generally recognized source agveed to by the pa=ies Or the mst rucsnt closing Yjid quotation obtained frc= such a source, exc,udag accrued interest. The parties agree in advance to any source accePt9ble to th&t is a nationally recognized ch=gs . wSeatritiesa shall mean (a) securities that ash direct abligatior-m of the United States having a maturity of not more than twenty (20) years and (b) munitipal bonds having a Maturity at not more than twenty (20) yew which are appromd by Pon Worth and which are rated ,,AAA," by Moody's or by Standard & Poor's. SMCITIM 2. " security for the full aumd punctual, pe-rfazmanCe of the Seed Obligations, Losses hereby pledges, hyyothecates, assigns, transfers, and sets over tc Fort worth, and hereby ggants to Part Worth a security interest in, the Initial Security amd all rights and privileges peraining thereto with the exception of the interest in.cme uo be derived therefr=, which interest lnu=e shall VamiA the p=party, of Lessee and shall be distributed by NaticmsBank im accordance with Lessee' a periodic instructions (&JI such initial, Security, substitutions therefor as pomitted hereunder, and other property and Bights described are collectively called the "Pledy&d Co : FPO HAVE � Ta BOLD the Pledged Collateral,, taggther witth al rights, titles, interests, privileges, aad preferce,q aertaining to or Incidental thereto, unto Fort Worth jest, however, to the terns covets, and conditi,p,as hereinafter set forth. The security interest granted and the ass¢ g=wnt s made hereunder are made as security Only and shall not subject Vogt Worth or NationaBank to, or transfer or in any way affect or modify, any obi igati.on of Lessee with respect to any of the Pledged. Collateral or any txasaction involving or giving rase thereto. 11 Con -rently t-y:tth the exec-g%;ion of t -b-In Pledge Auggmeut, Lessee shall have delivered to and depasited with Nationabank the certifi=tes or insgrumnts repgesenting. or avidencing ON Pledged Collateral. The parties ac)umleddge aud agree t-h-ar, Xationsnatk shall be Yfaquirad to segKggatoe the Pledged Collateral frm other se=nities mold in tit by for, Xwssae in accord cc vi,th the Xw-�k;A, yx-actioes of NatiUIRMB&nk. Naticaaank shall, rent all certjfi.r_&teN or inztrmants representing or evidencing tho Fledged Collateral rMajWMg in its pcssessi,on to Leasoo (or take such other actim as Lessee may mquegt or diet) imediately after receipt of wgitt en notice from Fort Worth that the Secured obligations havo be= fully perfo d, During such time as NatfansDank bag posmassion of the Pledged Collateral, NatimlsBank sh9-11 fish VO the City (where requested by the City) written acknowledpwnts signed by a trust officer listing the Pledged Collateral by nae of sec=jty, type of seenurityf maturity date, interest rate, -tnd CM.laP amber and ackncmAedgring that such collateral has baez pledged to the City ytwsuant t® thig Ple-dOO AgreMentr. SEC== 4. ry Lessee does hereby represent amd w rramt9 to Fob Worth amd XationsBain-kthat: (a) The Pledged Collateral is twee and clear of all Liens except those created by �hi,s Pledge Agre t; (b) Lessee (i) is the : Qvaer or the Pledged Gall gtexWl or (ii) has obtained the consent of the owner 09 the Pledged Collate- -to Use the Pledged Collateral is the UW-Mner coat-�sg�l ate�iin this Pledge Agreement; ? Lessee has law-fu?, authority to pledge the Pledged v Collateral in the mamner hewy cant hated; (d) no consent or approval of my qovernmntal body or regulatory authority is necaflaary to the validity of the rights created bare er; (e) tie .euwcution, delivery and �;onst� tip o this Pledge agreement will not violate anY 14M, regulation, mortgage, indenture, contract, Amstrummt, judgment or deegae applicable to oy; binding on Lessee; and (f) this Pledge Agreement Has be= duly authorized, wcecuted and delivered by lessee and constaitut:es -a legal, valid, and binding obligation of Lessee enforceable in accordance with its teMS "Cept aS enforceability may be limited by applicable ban)u'uPtcy, insolvency, moratorium, or other siUdIEUx laws affecting -- (j_j) wPigGM notice oj� fitAOL default ham b@qA'VQYI by ylom WoXtb to Leonne 4nd Nati-cm8n9knk A,agRult tMs not cured t7ithin the tl�u,te periods provided -J'A the bob -so; aud (iij) port worth is entitled to have the Pl@dtad collateral sold or disposed of in accordanea with t-_he Pladge Agrent. M the evrgnt gf sale, Natiorx3mik ahall not be llabllo pr any fluctuation in Market Value 09 the Plad€gW Collateral-, and any such sale or other disposition hl�Ly be as a unit or in Parccls (it befag agreed that, thft sale of any paxt of the Pledged Collateral sW111 act exhaust the poser of sale gr=ted hereunder, but sates .y be made fr= time to time until a-11 of the Pledged Collateral has bean sold or until the Seed Obligations have been fully pertid®=ed) . Fart Worth sball -be 1iAble for, and shall retLwn to Lessee, tine Wit, if any, by which the sales pr®f00as exceed the anLo=t n,ecesaary to rc=jete perfer oe of the Secured Obligations. (b) Salle of Pledged Collateral. UPOn the C=XU=&tiCM of a,Uy sale, HationsHauat shall IWvG the right to deliver, assigU, and transfer to the gurchAseg the Pledged Collateral sold,. Eaah purchases at any suCh sale sal hold the property sold free from any claim, or xj ght of whatsoever Rind, and Lessee Taoreby waives (tee the - e=out pemitted by law) all rights Of redemption, stRy, amd/or appraisal. (r;) Notices. Any notion required or permitted to be given to Lessee or Fart worth shall be given in writing and shall, be personally delivered or mailed by prepaid certified or regiotered wall to such party at the address set forth below. , .y notice required or petted to be givem to NaLioxisM shall be given in writing aid shall be effective when actually received. Allia-UM City of Fort Worth Atta: clay Eger 1000 Throokmorton Street Fort Worth, Texas 76102 0 creditors, righte 5ouamlly and except M e f orca&bilfty way be lead key gPn"ro- priuciVIRM of edu ty. The delivsrY at any tilde by Lessee to NatiOngBau€ PC= thV benefit: of Fort Wttlrth Of iuctruments, cash or other item evidencing the Pledged Collateral sal _ constitute a represe tstiM md tr=anty by Lessee tbat, with respect to such Pledged Collateral, they matters heretofore varrauted iu clausms (a.) through (f) howediately above are true and ca=sot on, and am if they were made upon, the date of such deliver'. S.ECTXM so � o (a) l firmtive CQV@nants. so long as auy Of they Secured Obligations r da unperEe=ed, Lessee covenanter and a9weas that Le8V@e; will: (i) fgum time to Aiwa execute and deliver to Yort worth all. such assig=mnta, certificates, supplemental writings, aud other its , and do all other acts or things 'as Fort Worth may reusonably request in order to evidence and perfect the Security irate mmt of Fort Worth in the Pledged. Collateral; (ii) gimnish Fort worth with info=ation which FoM war�th may reasonably request concerning the Pl mdged Coll.at eral ; and (iii) notify Fort North of any claim, action, or proceeding affopti2.g title to tho Pledged. Goll,atet:;aLl ar-- kort wonhI s security interest thereih. -• (b)w xegative Cove =ts. So lung as any of they Bec•ed Cbliga.tiong me in unparI armed, Lessee covenants and agrees that Le ma@e will not: (i) sell, assign or transfer auy rights of Lessee in the Pledged Collateral; or (ii) create any Lion in the Pledged Collateral, or _..__. any part thereof, or ge=ft the same to be or become subject to any Lien except the security interest herein created in favor of: Fort worth. VOTING RlQff�M- So llag as no Default exists, Lessee shrill be eutitl,ed to rfaceive, retain, and expend any interest inc=c payable Ash with respect to the Pledged Mll.,atOml Y aid all o s distribut ion on on w t4 respect- to Ma Ylodged Cal.lateraj. Ig a Default � ?, have camxxod #Ad be continuing, any int eweat iAtme pag*able On the PIW90-d Collateral . and any aud &13, other distributiorm made can . or with respect to the Pl,edgtetl Collateral, sball be and becom paxt Ogg the Pledged CollatA=I and shall be held in tmat for the bgj�tefig c5 Port 'forth. Forth Werth ah have the right, dt uq the c=tinuance of 'any Default, to direct X&tjcwsA&Cdt to notify and direct, and NationsBank shaall have the Wight to notify and direct, the issuer Of the Pledged Ca_i 1ateral to hake all payments and distributions directly to N'ationsBank for the benefits of port worth. The issuer of the Pledged Co' lateral, mWdug any such payments or distributi=r shall be fully protocted in relying an the wri,.tGt em aati.ce frM xationsBank. Lessee shell be in default trWde� this Pledgre Agreement ox:ay upon the happening of any the following events (a is default in the timely perforce of the Secured -~. Obligatioxw after mitten notice thereof has beOn given _ to Lessee and NationsPank and such default in not cured within the time periods provided in the TAeaGe; (b) any Vrar-ranty or representation Ulade to Fort Worth by Lessee in connection with this pledge Agreement proves to have been false in any umterial respect when Zade; or (W default in delivery of the Additional. Securities as provided in section 13 hereof . (a) Rudy. Upon the vccurrGACe Of a Defgult, Fort North shall have the right to direct Natio-UsB t® sell or otherwise dispose Of all or any part of the Pledged Collateral in accordaace with noxMl baukACT z, procedures. NationsEank is heresy authorized to sell or othexvise dispose of the Pledged Collate== g Muladiately upon the receipt of a, written statement ynrporting to be executed by an authorized representative of Fort Worth stating that: M a Default by Lessee Has occurred under the Lease with resl)ect to construction of the rove Ilent s Inw; and Kati�oa���a�k 09 T .a: N.�. Attie: Ray COlViD► TXd9t P. 0. Af*L' 830241 " l,jaN, Tam ` 3283-0241 Any such notice BMW- Be ds= d to have been 54-VM (whether actua-Uy xsaceived or ant) cn the dAy .VerBonglly delivered as a-goreaaid or, if sailed, on the day it is mailed am afteasaid. Any party way age its address fte notice by giving all other pe=iam hereto notUo @9 such ch=ge iZ the VA=wer Sat foxth in this Section s (e,) not later than 10 da" before the effective date ®;� sgeh now address _y! AIM M X Mai m (a) Xeapcnsj�aility for Pledged Collateral. Fort Woxth and Nationobauk shall not have a duty to fix or preaezva rights against parties who nay have had a, prior interest in the Pledged Collateral or to collect ggy amoLnt payable with respect to the Pledged collatexal, but Shall. be liable any to the acommt Of Lessee for what Fort Wo=h and NationsBank way actually c€alloct or receive thereon, (h) Ncndimoiosurea im so gar as permitted by Axt. 6252-17, Texas Revised Civil St&tntes, Fort Worth MhAll not discuss or disclose the Pledged Collateral with tmy persons 7,yho are not eMloyed by Post Wuzzth, =d th only to the axtent such d{.got amiea or di,ncl osure is absolutely required -- 8 31 the Lessee fails to tiweAy perfam the SeCUred obligations, Fort Worth is entitled to exercise its ri,ghto as oft forth in Section 9 hereof. _._ Notwithstanding any contrary provision in this Pledge Agra s t, Lessee shall have the rights (without the caxment of Pent worth) , at any time and gran time to time, to obtain releasms of abl or ?my part of the Pledged Collateral. (hereinAftem called the . OHelea.sed collateral") upon satisivactiaa of the tol lowing conditions: ArML (a) Lessee shall provide Fort Worth and NationsBa4e written novice (sloe "Substitution Notice") that LeseeO C_ D, desines to obtain Released CollA eral (as SpeGii;i,ed &�td dan"ibed is moh nctiga) in excb=gs fox a ooute 1po aneous substituti= 09 ":99e t Securities for collateral (a@ also spcoifind aiAd described in the Substitution NeticQ); Fmd (b) %egsee Shg1l pledge to Fort Worth, and deliver to Kationssank gof the benggit of Fort Worth, substituted Sec=i,tieS (the "Subjutitut ed 6911d'LO 19 tb@ I ket 'value of which Substituted Cc9lAt0=1 together with the Market due of the e ( , non -released Pledged Collates ehpA.l in the a.ggKoyate be at least ecwa to loot cf the coat to c tear, the jh9vaVemnts. mI SubstjLuted Collateral shall. be - deemd to be Plodged collateral for purposes of tWS Pledge Agreemnt. Upon Satisfaction of the above -specified conditions, xatj=sBvmk shall, be aut arized (witlaout the c®USent• of Fort Worth) to retrurn to Lessee ZWY arigival certificates or iustr nts lam- NationsBank' 0 ponsession that represent or evidence the Released CollateKV2 or take such other action with respect to the Released Coll.atse=l as Lieeees may racpaeat or direct. League shall pad' the "Sas incarred by Nati ansBank in connection -with ©btaWug each such zeleaae aUd substitution. r� Notwithstanding any contrary provision in thia Pledge Agreeuent, Leanee shall have the right to mouthly withdraea s of tine Pledged Co lateral cabled the "Withdrawa collate -1) , upon Satisfaction of the follow-4U9 conditions:- .(a)- Lessee stall provide po_,Ft Worth and HationsBank .. ,igritteu xxoti,ce (t$e "Withdrai wal Notice") that Lessee - desirem to obtain the wi,thdratm Collateral; and (b) the aggregate M rket Valuo 0?, the Pledged Collateral after withdrawals of the with€ rarpa Collate2 is at least equal to the estivated value of the Secured obligations. _tj%eu.. rMaining to be perfo d (such remai ing value is hereinafter called the sTSti=t6d ..Y Cost to co latell) . - ' The Withdrawal. Notice shall include a description of the Withdrawn Collateral and Lessee's calculation of the Estimated Costs to Complete. Upon receipt of the Withdrawal Notice, Fort Worth shall, have tea (10) calendar days to notify Lemsee of Fort Worth.' s calculati" of the 8stimated Cost to Complete. if Fort V7orth fails to so notify Lessee, then Lessee's calculation shall be de=ed to have been accepted and approved by Pert Worth. If Fort Worth's calculation is i esg than, ®--e not mono than five perewt (SU higher than, Lessee' S cgIculati©n, then Fort Wagt hl b 1�4,aculatim shall be dated to bave beeU accepted agd apv.-�:!oved by Lessee. If VuJet WOrth's culculatign 9-xv,08ds LeflOW S calculation by more than five peMent (5t) . FQX't Worth and Lessee skmll 1 ci tlY appr0ve a Eff"wated COat - tc cl,ete . W'ithi,a thirty days of xeceipt of Withdrawal lobos, Paxt W® s Pqwaj, exe ge a rel.easo anthA�INing NatioxwM nk to Batt to 1jessee guy Ogiginal certificates Or i=tru—ft!Mts iu NationsBank,s pcsgcsaicn tint represent or evidence the Withd ,.� Cellata or take such other acticu With, LPesp8ct to th@ Witk awn Collates as Leasee gray, requeit A2� direct. Lezoao Nha1l paY the e-x9enses in=r-ead by Natia=Rank in c eeti= with obtabAY19 each such raleaM . At any tim and from time tD tip (but not W090 frequently than MCC each Month) Fort Worth, at Lessee's sale cost and expense, may request Natic=Bank to obtain or prcvid& the Mar)eet value of the Pledged Collateral. F0X't Wortl% war cause Lessen to pledge additional Securities ( the vAdditional SeMwitiOfl R) a0 Pledged Collateral upon satisfaction of the following conditions (a) rcj= Worth shall p:r®vide S4e80e0 and NatiOMBunk a written notice setting forth the Market Value of the Pledged Collatearall € lld requesti g Lessee to pledge Additional Securities having a specified Mrkr-t Value and (b) the aggregate M-xkat Value Of the Pledged Collate (including the Additional. Securities) Nha11 be equal tc (or, at LeNge@, v option, greater them) the lant-datenomined Estimated CoNt to COMIGtO (Or the estiviated cost to cnnstrUM the 1_' roveUmats if. no Est;jDated Cost to Complete 11am yet been detezzined harenndex�,) LeSselft shall havO five dabs fr= receipts of sum notice to pledge tC) Fort Worth, and deliver - to NatiOngBank ftr the benefit Of Fort Worth, all cartificates Or i t:its representing ®r evidencing Additional Seca:rities, t1ae market value of which Additional sia=ritiee sball be cearixmed bY Wati©nsHank within five (5) business days after raceipt Of same. The rights, p€wer;o, "d jatextwt meld by Fart Worth hereunder in and tea the Pledged Collateral may not be transferred or assigned by Fort worth in whole oz' in part. Any atte ted t sfer or assig=ent r4hall he 0-- go utely void and shall entitle Lessee to a release of all Pledged CQUa eml • S'R M Is. M K14�. No xiAive�T by Fort Worth og any Default shall bm deewd to be a tmivar of any OthOr SubbO- Vent Default- No delay or omission by Fort Wa=h in & reixing any right or power hereuadd shall fair any such rights . or power or be canstrued an a waiver thereof, nor. shall any single or partial ezeroige of any such right or po`i?er preelud,e other or further exorcise thereof. This Pledge Agreement shall be binding an the parties, their successors and assigns. No PrOvisiou Of this Pledge AgreamOnt rmy be amended, waived, ®2� modified except purzuamt to a written Lnstr=ent etecuted by ,Fart Worth, NatiovBank, and Leenee. 'gE=X ; ,7 o axes Mr M. This Pledge Aqv@ t is to be ooastvued and interpreted in aaeoz oe vith the la's of the Mate of Tema . SECT-IXON 18. ' 'te a This Fledge Agreement may° ba executed in any nurther of mltiple oounta€parts and by dkEterent pa i,eS on eeparatE ammterpartS, g1l of which when takq,�, together shall oostitute ogle a%Id the Same afire ent. ��CTXOlgr 19. Lessee hereby agrees to release, hold ha:nmless, and inde=ify NationsBank (and its directors, officers, employees, agents and representatives) from and against all olai=, damges, expenses, cows, suits, and rather liability of any kind whatsoever that arise out of or are directly or indirectly related to the perfo=ance by NationsBank of its duties hexet=dar excayt fOr the 9r05B 2effligeur-c or t AA3. misedn iAm og Naticaggg-Or its abVloyeem, agant s, or repgonemt ativem. d€F; 'title. _ ......._ Date.. �.v - C "--z Or VORT WORTH, %" Titl e t Data _ NAT.TONSEANK OF TEXAS, T.A. l ITT A I 8y U�a��7a-ed NO. T-roumu�r Bills k�- y91SX19 O w d lno Schedule A. 4D Lessee shall, at its own cost and expense, take out and maintain such insurance as Lesso 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 inmreds for their own arts or omissions. All insurance required by this Ground Lease shall be effective on the "ma& -and -entered - 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 Losses, certificates of insurance in form acceptable to the City and marked "premium paid" must be submitted to the City. Each oerti rficate shall have endorsed thereon: A clause reaming the City of Fort Worth and its Airport Operator, Alliance Air Services, Inc., as additional insureds under the policies. "No cancellation or change in the policy shall become effective until after thirty (30) days notice by registered mail to the City Manager, City of Ft. Worth, 1000 Throclanorton, 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 rnaintaita, or the taldng 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 trust be in effect and so continue during the life of this Ground Luse in not less than the following mounts: 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, marred "premium paid," the following coverages: Comprehensive General Liability Premises/Operations Contractual Liability Independent Contractors Products and Completed Operations W cs1.xy,na-xev�sea- ualr�s Page 41 07513.009=73045.12 Broad Form Property Damage Personal Injury Hangar Keepers Liability C_ Auto Liability (single limit or occurrence $500,000.00). Owned, Won�wned and Hired Location of operation shall be "All locations in Tarrant and Denton Counties, Texas". The City reserves the right, from time to time, to change the types of coverages and increase the coverage: limits set forth above; which changes and increases must be reasonable and mast be based on ordinary and customary principles of risk anmagment 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 change 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 change 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 Lam. Nothing herein contained shall prevent Lessee from taking out any other insurance for protection of its interest which it deems advisable or necessary. r i,V cmwa . R.swsw-1l21/9s Page A2 07513.OM.'02"045.12 ARp ndix A Construction H L>see Prior to the commmencement 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 off'Lessee's plans and specifications i� 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 Ground Lease; 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, OSHA 70, the National Electric and Fire Protection Codes or any other laws, ordinances or regulations of any governmental authority having 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. 3. 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 boyond 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 bonds 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 Improvements, and (H) full payments to all persons, firms, corporations or other entities with whorl Lessee has a direct relationship for the complete performance of such Leasehold Improvements. oalsxy omr.d Lm* - Rm--d - wu9s Page 43 0 7515. 0092:0273445.12 (2) In lieu of the bonds required in Section 3.1(1) of this Appendix A, Lessee may provide the City with a cash deposit or a pledge of governmett securities (in the form attached herewith as tic B) and acceptable to Lessee in an amount equal to l�'Dlo of the full amount of each construction contract or project. If Lessee fails to complete the Leasehold Improvements, or if claims are filed by third parties on grounds relating to such lchold 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 Leasehold Improvements, Lessees respective contractor shall execute and deliver to Lessee payment and perfonnance bands 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 contractor's 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 perfortance and completion of all construction work in accordance with the final purrs and specifications as approved by the City and CH) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the perfornmrice 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 reirnbursetnent 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 (h) where Lessee uses a contractor, receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work including bills paid affidavits and waivers of liens. 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: 4.1 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 constriction work and the property of the City without cost or expense to the City, o.t&xy c -nd r m - ae-i--d - v2v9s Page 44 fMis.aMO273a4s.12 4.2 Lessee shall itself and shall require its contractors to indemnify, hold harmless and defend the City, its officers, agents and employees from and against any and all claims or suits for property damage and/or persona# injury, iricluding death, to any and all persons, of whatsoever kind or clime e1', whether real or asserted, 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, Eiceows, invitees, or tenants (and to provide such insurance as required in Section 4.7 of this Appendix) covering the vets and remissions of Lessee and its contractors; and Lessee shall itself assume and shall require its contractors to assume all responsibility and liability for such claims " suits. Lessee shall/ itself assume and shall require its contractors to assume all responsibility and liability for, and shall indemnify and hold harmless the City for any and all dsrnage to or destruction of Airport property, the Leased Premises, and their facilities, aging 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. 43 Lessee shall identify a project manager during the construction period with whom the City may cornrounicate 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 i all 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. 43 Lessee agrees that it shall deliver to the City "&i-built" drawings (capable of being reproduced) of the construction work and shall during the terra, of this Ground Lease beep 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, mmterialmen and worktnm 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, Rr vi ed, however, that nothing herein contained shall be construed to Gnat the right of Lessee to contest airy claim of a contractor, subcontractor, materialrnan, 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 filially adjudicated. Lessee shall use its best efforts to caIwzxcmundr"z4.1wi&ed- wv9s page 45 07515.0092:02,73045.12 i' y resolve any such claims and shall keep the City fully informed of its actions with respect thereto. 4.7 Lessee shall procure and maintain compireherWve 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 insupaAw otherwise required under this Ground Lease; or Lessee may provide such insure by requiring each contractor engaged by it for the construction worir to procure and maintain such insurance: including such contractual liability endorsement. 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....... .................... . .......... ........... -- ............ ...... $1,000,000 For injury or wrongful death of more than one person for any one occurrence ............... ..................... $59000,000 Aggregate Products Completed Operations ..................................... $310001M 00 Property Damage Liability: For all damages arising out of injury to or destruction of property in any oneoccu rence..........................................................................$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 certificate 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. Gauxyumndr.=w.Raiw-iav9s Page46 07513.0092:0273041.12 4.8 Lessee shall procure and maintain or cause to be procured and maintained Builder's Risk Completed Value Insurance covering the construction work durhig 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 subcontractors as additional insureds and such policy shall provide that the loss shall be adjusted in accordance with Article g of this Ground 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 payriaent of the premium thereon and, also, a valid provision obligating the insurance company to furnish the City fifteen (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 construction worts any right of action or claim against the City, its officers, agents and employees with respect to any work any of them 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 is accordance with the approved plans and specifications and the provisions of this Ground Lease and in compliance with all applicable laws, ordinances and governmental 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 Bate for the purposes of this Ground Lease. c tma..ndr-Revi.4d-u2v9e Page47 07515.0=20273145.12 �f 6. h on . 'on b Lessee Title to any construction, improvemeA alteration, modification or addition perfotmed by Lessee at or on the Leased Premises in accordance with a City approved building perrmit shall vest in Lessee and rmmain in Lessee until the expiration or earlier termination of this Gtound Lease. I oa,xyc LAm-R&v;Ded-1l2ws Page48 07515.0092-0273045.12 o T OF GRO ASSIGI+F1�iEI}I� LA- tL `1 TY TEXAS .. 2010 OCT -8 .6 R NIZAWHE H. K, 1kS014 STATE OF TEXAS § KNO; ALL MEN B _� ..i2 ANTS: q COUNTY OF TARRANT §y 7 THIS ASSIGNMENT OF GROUND LEASE (tWs "Assignment") is executed as of 0 September a 2010 (the "Effective Date") by and between Alliance No. 6 Building Partners, L.P., a Texas limited partnership C Assigoof% having an address of c/o The Prudential o Insurance Company of America, 8 Campus Drive, Parsippany, New Jersey 07054-4493, and AT Industrial Owner 6 LLC, a Delaware limited liability company ("Assignee"), having an address V -S of c/o J.P. Morgan Investment Management hie., 245 Park Avenue, New York, New Park 10167. BACKGROUND: A. The City of Fort Worth, Texas (the "City') is the owner of approximately 6.639 acres in Fort Worth, Tarrant County, Texas (the "Land"), as more particularly described on Exhibit. A ram. e4C attached hereto and incorporated herein for all purposes. B. The City and Alliance Aviation Investors, L.P. ("Qri Lessee") entered into that certain Ground Lease Agreement dated July 29, 1997 as amended pursuant to that certain First Amendment to Ground Lose Agreement dated as of July 29, 1997 and that certain Amendment No. I 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 Assignnment of Ground Lease dated January 30,1998. D. In connection with the Ground lease, a Memorandum of Ground Lease was recorded on Jude 26, 1998 in Volume 13285, Page 338 of the .Official Public Records of Tarrant County, Texas. E. ABP. 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 assumt 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 September, 2010 (as amended or assigned prior to the elate hereof, the "Purchase A reeznpnf j. NY 72971962A AGREEMENT: NOW, TEEREFORE, for and in consideration of Ten and No/100 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 hemby assigns, conveys and transfers to Assignee the fallowing: (i) All of Assignor's Frights, title, and interest in and to the Ground Lease (the I'DW '),s 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"). 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 "Lessee" under the Ground Lease aceming 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 limitation 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 laves 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 FvUoWs j NY72971962vi IN WITNESS WHEREOF, the parties hereto have -executed and delivered this Assignment as of the Effective Date. ASSIGNOR. ALLIANCE NO.6 BUILDING PARTNERS, L.P. a 'Texas limited partnership By: ATX Building Partners, LLC, a Texas limited liability company, its general aver By: Name: _ .. Its: STATE OF TEXKS COUNTY OF&�4 § T!!I�in�strum�entwa;�Lacc, owledged before me on this CAS cry of20Ip, by of ATX Build 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 TzM-jj4C/ ! SUSAN H. SHAw Notary Public, State of New York No. 81 SH6124egti Qualified In Nngs C:ourdy CoMmission laxpires March 28.20 NY 7297I 9b2vl 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 Trustee By:'` Name: Title: t) 'Ct.. FAST. STATE OF T4g- § COUNTY OF _� § was acknowledged before me on this 6V day of September, 2010, by l of IpMorgan Chase Bank, N.A., as Trustee of Commingled Pension Trust Fund (Strategic Property) - of TPMorW Chase Bank, N.A., as sole member of AT Industrial Owner 6 LLC, a Delaware limited liability co' '.'any on behalf of said limited company. Notary Public in and for the State of azwov 00— My Commission Expires: SUSAN H. SHAW Notary Public, State of 14ew York Na, OISHB124690 OuAlMed In Commission Expires March Marrch 2gs 8 2q NY 72971962VT EDIT "A7 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 additions to the City of Fort Worth, Texas, as recorded in Cabinet "A", Aide 621, County Records, Tarrant County, Texas, and being more particularly describedby metes and bounds as follows: CONSIENCING 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 FIight 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 BEG'NN'NG; THENCE continuing S 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 5/8 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; THENCE 100.53 feet along the arc of said curve, through a central angle of45 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 "Y' out set; THENCE N 35 degrees 06 minutes 48 seconds E, 25.09 feet to an'Y' cut set at the beginning of a curve to the right; THENCE 28.17 feet along the are of said curve, through a central angle of 80 degrees 41 nrainutes 45 seconds, whose radius is 20.00 feet, the long chard 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 are of said curve, through a central angle of 35 degrees 43 minutes 50 seconds, whose radius is 278.00 feet, the long chord of which beans S 82 degrees 01 minutes 17 seconds E, 170.57 feet to a 518 inch iron rod with yellow cap stamped "Carter & Burgess" get; 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 beg huiing of a curve to the right; THENCE M A2 feet along the are 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 bears S 54 degrees 53 NY 72971962v1 minutes 13 seconds E, 28.28 feet to a 5/8 inch iron. Pad with yellow_ cap stamped "Carter & Burgess" set at the west line of said Aviator Way; THENCE S 09 degrees 53 minutes 13 seconds E, 611.56 along said merest line to the POINT OF BEGINNING, and containing 289,204 square feet or 6.639 acres of land, more or less. NY 729710ev1 SUZANNE HENDERSON COUNTYCLERK �- 100 West Weatherford Fork Worth, TX 7619M401 PHONE (817) 884-1195 REPUBLIC TITLE OF TEXAS INC 2626 HOWELL ST IOTH FL DALLAS, TX 75204 Submitker: REPUBLIC TITLE OF TEXAS INC D, TRO EA ART Q Filed For Reglstratlon. 10/8/2010 8.19 AM Instrument # D210248615 U 7 PGS $36.00 D210248615 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEA13LE; UNDER FEDERAL LAW. Prepared by. DNCLARK i'MST A1Y1[iLLWLfMl}E E ,. TO GROUND LEASE AGREZ&ZrfF TM FMT "EMMNT TO GROUND LEASE AGREEMENT (this `° c�clrneg') is made effentive as of the 29th day of July, 1997, by and between the City of Fort Worth, Texas, herainafter referred to as ` ', and Airpwt Building Paxinas, Ltd., a Texas limited- partnership, as assignee of Alliance Aviadon Investors, L.P., a 'Texas limited partnomhip (Vida Alliance Air Partners, Ltd.), hereinafter teferred to as "1'.ossEe". RECITAL A. City and Lessee are parties to that cerrtain. Ow- and tease ABwennent, dated July 29, 1997 (the " and _ Lease"), cevering approximately 6.639 acres of land in Tit County, Texas, as more particularly described in the Ground Lease. B. City and Lessee wish to amend the Ground Lease to provide that title to the Leasehold Improvem=ts (as defined in the Ground Lease) are vested in the City from the date of completion of oonstt uction or instalWon of the Lenehold Improve memts, A : NOW, THEREFORE, in consideration of the premises contained herein and in the Ground Lease and the benefits to be derived by the parties hewto, City and Lessee a&= as follows: 1. Sgctiorn 5.65.6 of the Ground Lease is hereby arnend4 in its entiwty, to read as follows: Fee simple title to all Leasehold Improvements locatod on the Lased. Premises shall vest in the City fire and elm of any and all claims by any Leasehold. Mortgagee (provided, however, that any Leasehold Morrrtgagee ehail retain its leasehold mortgage claim on the Lessee's leasehold intent in and to the Leased Premises, includin& without limitation, the Leasehold Improvements), fim and c1mr of any and all claims on the part of Lessee (provided, however, that Les , 1 C107S l S.QOD92:495346.Q3 shall retain its leasehold interest in and to the Leased Premises, including, without limitation, the Leasehold Intprovamnts), and fin and clear of any mechanics' and materialrmm's liens by any person on wcount of any repair or improvement work done or to be done under the teams hereof by Lessee. The vesting of title in the r'Ity at the time specified is a part of the consideration for this Ground Lease. The City shall root be liable 0) to assume, talm subjeet to, or otherwise be responsible for: the payment or performance of the Lessee's obligations under any Leasehold Mortgagc (as hereinafter defined) or (H) to Lessee or Lesseee's contractors, Sublessees, or anyone else, for the value of any %hold imps avem.ents constrrimted or located (m the rased Premises. 2. gection 8.Z of the Ground Lease is hereby modified and amended by adding the words "Lessee's leasehold interest in and to the Leasehold Improv &' following the words "covered the" in t4e, a line of said section, m that the first sentence of such Section 8.2 shall be revised to road as follows: In the event uny Teasehold fiuprovemem, insurable or uninsurable, on the L &%d Ptemims are damaged or destroyed, the use of all. insruanc•e proms and Lessee's obligations, if any, to rebuild shall be governed solely by any Leasehold bh'Eortgage(s) that cov€m d. the Lessee's leasehold intumt in and to the Lmsehold improvements at the time of the damage or destructic m. 3. Sqqjon.1 .1 of the Ground Lease shalt be mmuled, in its entirety, to reread as follows: In the event that the Leased Premises or my pmt thereof shall be condemned and taken by authority of eminent domain for any. purpose dung the term of this Ground Lease or scald W such authority M lieu of a taking (collectively, a " e,onde=atioe), any award which shall he made as a rewdt of such condemnation (i) if for the fee interest in the Leased Prowdses exclusive of the Leasehold improvement placed, located, or constructed thereon, shall be paid to the City and (ii) if for the Leasehold Improvements placed, located, or constructed thereon and if for a leasehold interest in the Leased Prises, shall be paid to the Lossec and any Leasehold Mortgagee in accorMance with the rights under any Leasehold Mortgages. Either party, consistent with its tights under applioablc law, rnay appear W any such condemnation proceeding and present its claims for d=AgeS, if any, arrising from such condemnation. 4. The first ssartcnre of _ Secaon 19.1of the Ground Lease shall be amended as follows: Notwitltstanding any other provision in this Ground Leese to the contrary, upon any default by Lessee of auy provision of this Ground Lease or upon any termination of this Ground Lease for arty reason (including, but not limited to, any such default by Lessee), the City's sole and exclusive remedy shall be to manta - and take possession of the i.eased promises (or portion theeol) and the Leasehold 2 007315.00M:483346.03 �J C Improvements {or any pardon thaw* then located, places,, or constructed 1' thereon, free from any claims by Lessee. 5. Except as hereby amended, all other provisions of said Ground tease remain unchanged and m full farce and effect, and die Gmund lxm is hereby ratified and affirmed. In the event of a conflict between the term and conditions of the oii&W fund. Lease and ¢his Amendment, the tam and conditions of this Aw@ndmeid shalt contwl. [SIGNATURE PAGES FOLLOW] 3 007515.Ass34603 EXECUTED to be effective for all purposes as of July 29, 1997. CITY: CITY OF FORT WORTH By..', 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 APPROVED AS TO FORM AN D LWALITI.* Z� Ic .. By: .. 4 oars 1s,aoa914asa46.a3 BBEF-219-00 14 s S2 FROM;HUGHE5&LUCE L-L.1'. 4U -A s s qua -• W Consented to: Name: _ ."Y-C Title: THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned notary public, on this day personally appeared i City Manager, the City of Fort Worth, known to me to be the person and officer whose -name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Wrath for the purposes and consideration therein expressed, and in the capacity therein stated. Given under my hand and seal of office this,,-- a day of _ _ , 2000. t i ryNotary Public it 'and for the State of Texas THE STATE OF TEXAS COUNTY OF T�iT BEFORE ME, the undersigned notary public, on this day personally appeared Hillwood Development Corporation, known to me to be the person and officer whose name is subscribed to the foregoing instruments and acknowledged to me that the saute 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 :: $'P, 2000. 1\1-otary Public in and for - the State of Texas 007515.00092.485346.03 THE STATE OF TEXAS COLWrY OF TAR.RANT BEFORE ME, the undersigned notary public, on this day personally appeared (3 M C - f es I G_ C , pwibas, Chicago Bank, known to me to be the person and officer whose namc is subscribed to the foregoing instrument, and acknowledged to me that the same was the ark of the said lra dbas, Chicago Bank, and that he execrated the some, 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 a�y of .��� ��t.� �' l` , 2000. %Yates publie.i and for the State: of4;6x%do M11"I 1. COMARINA :S ' tom: ym 7 007515.00042A$5346JD3 CITY SECRETARY CONTRACT NO AMENDMENT NO.1 TO CITY S.ECRETAR)( CONTRACT 1iiO, 23512 FORT WORTH ALLIANCE AIRPORT GROUND LEASE AGREEMENT BETWEEN CITY OF FORT WORTH AND AIRPORT BUILDING PARTNERS, LTD. �: -'its.•- �.LJ.' This AYIENDMENT NO. 1 TO CITY SECRETARY CONTRAC NO. 23512,` ("Amendment") is entered into by and between the CITY OF FORT Wt3RT , TEXAS (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 acing by and through # ti� M. Thomas Mason, the Vice President of Hillwood }veprn".n, a Texas uo lade that is the general partner of Hillwood Opera L.P., a Texas limited partnership that is the general partner of Lessee. 1 i £rr; r . tea,.,,4tie 0%e*1 7 t The following introductory provisions are true and correct and form the basis of this Amendment. A. On or about July 29, 1997, the City and Alliance Aviation Investors, L.P. 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 term 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 XN, 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 ("Couneli") on June 16, 1992, limits the, terns of any lease of property on a City -owned airport to a maximum of forty (40) yews (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 termand expiring on the fortieth anniversary of the Effective Date of the Ground Lease. NOW, THEREFORE, for goad and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Lessee agree as follows: 1. 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 1.1.1 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 rase 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 Term, Lessee may notify the City in writing of a desire to renew this Ground Lease for an additional ten (10) year tern (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 erm and the Renewal Term. 3. All terns in this Amendment that are capitalized but .not defined shall have the meanings assigned to them in the Lease. 4. This Amendment contains the 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 #* �';: , 2003. Amendment No. t to City Secretary Contract No. 23512 Page 2 CITY OF FORT WORTH: By:_ Marc Ott Assistant: City Manager ATTEST: By: 4! `i .. Gloria Peary in _ City Secre6y APPROVED AS TO FORM AND LEGALITY; B Peter Vaky Assistant City Attorney M&C No. C-1 S9 72 02-..19-02 Al(RPORT BUILDING PARTNERS, LTD.: By: Hillwood O crating, L.P. a Texas limited parrktaership and its general partner: By: Hillwood Do* t Germsration, �,: ttt •; c , G Pj t l Ce a Texascogorafonand ►n,4 � tr la�lti:.� Cc«. rs�i its general partner. . r � M. Thomas Mason Vice President Amendment No. 1 to City Secretary Contmet NG. 23512 Page 3 STATE OF TEXAS COUNTY OF TARRANI' BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, an 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 Fart 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 day T �s 2003. eir HIMIE LANE NntaryGam�ita�'sstat�o€Ts Not Public in and for the �u� as, a� -.. _�-... � State of Texas STATE OF TEXAS COUNTY OF BEFORE ME, the undersigned authority, a Not r Public in and for the state of Texas, on this day ersonall k. Y P Y appeared M. Thomas Mason, �krT6vsrn to ie to be the person whose name is subscribed to the foregoing instrument, and t vwledged W. me that the same was the act of HillwovdW` c 'on auk>"�lwood 0t 46g, L.P. on behalf of Airport v '\ Building Partners, Ltd. and that hejueecuted the same as the act of Hillwood De f t `pr r II, Hillwood Operating,-L.P. and Airport Building Partners, Ltd. for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY NAND AND SEAL OF OFFICE this _ _ day 2003. . i41,s` C®�'gIEffiiQ� bx►IIfiL• }� F Notary Public in d for the Suite of TI xas Amendment No. ] to City Secretary Contract No. 23.512 M&C R eview CITY COUNCIL AGENDA DATE: CODE: 3/3/2020 REFERENCE NO.: **M&C 20-0135 LOG NAME: C TYPE: CONSENT PUBLIC HEARING: Page 1 of 2 Official site of the City of Fort Worth, Texas FORTWo RTH ~ 55AFW ABPNO2 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. Autho r ize 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 htto :// a ops .cfwnet.org/ council packet/me _review .asp ?ID=2 77 04&councildate=3/3/2 020 3/5 /2 02 0 ' M&C R evi ew P age 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 INFORMATION/CERTIFICATION: 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 . TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Fernando Costa (6122) Bill Welstead (5402) Ricardo Barcelo (5403) htto :/ /aoos. cfwnet. org/ council packet/me _review. asp ?ID=2 77 04&councildate=3 /3/2020 3 /5/2020