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HomeMy WebLinkAbout065773 - Construction-Related - Contract - Winston Aviation Group, LLC and Frost BankCSC No. 65773 When Recorded, Return To: Frost Bank P.O. Box 1600 San Antonio, Texas 78296 Loan Documentation Department, SOF-3 Ref: Loan No. 4636775-9002 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. CONSENT TO LEASEHOLD DEED OF TRUST FORT WORTH MEACHAM INTERNATIONAL AIRPORT GROUND LEASE AGREEMENT LEASE SITE 44N This CONSENT TO LEASEHOLD DEED OF TRUST ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas; WINSTON AVIATION GROUP, LLC ("Lessee"), a Texas limited liability company, and FROST BANK ("Lender"), a Texas state bank. The following introductory provisions are true and correct and form the basis of this Consent: A. On or about November 18, 2011, Lessor and Lessee entered into City Secretary Contract No. 42566 (the "Lease"), a lease of ground space at Fort Worth Meacham International Airport ("Airport") known as Lease Site 44N, also known as 4701 N. Main Street ("Leased Premises"). B. On or about November 18, 2011, Lessor and Lender, formerly known as The Frost National Bank, entered into City Secretary Contract No. 42563, a Consent to Leasehold Deed of Trust due to a loan the Lessee secured in the amount of $1,500,000.00 for the purpose of financing improvements made to the Leased Premises (Previous Loan). C. In order for Lessee to pay off the Previous Loan and obtain certain new financing related to Lessee's improvements on the Leased Premises, Lessee and Lender desire Lessor to consent to the execution by Lessee of a new Leasehold Deed of Trust on the Leased Premises (the "Deed of Trust") in favor of Lender, securing a note in the amount of $4,200,000.00. Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 1 of 9 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX NOW, THEREFORE, Lessor, Lessee and Lender hereby agree as follows: 1. The statements set forth in the recitals above are true and correct and form the basis upon which Lessor, Lessee and Lender have entered into this Agreement. The Lease will be a public document on file in Lessor's City Secretary's Office and is incorporated herein by reference for all purposes. 2. Lessor hereby consents to the execution and delivery by Lessee to Lender of the Deed of Trust, which is attached hereto as Exhibit "A", and agrees that Lessee's execution of the Lease does not constitute a default under the Lease. Lessor does not adopt, ratify or approve of any of the particular provisions of the Deed of Trust and does not grant any right, privilege or use to Lessee, Lender, or any successor in interest pursuant to the Deed of Trust that is different from or more extensive than any right, privilege or use granted to Lessee under the Lease. Notwithstanding anything contrary in the Deed of Trust, Lessee and Lender acknowledge, understand and agree that Lessee and Lender do not have any right to convey any interests in the Leased Premises greater than those granted specifically by the Lease. In the event of any conflict between the Deed of Trust and the Lease, the Lease shall control in all respects as to Lessor and as to Lessee's and Lender's obligations to Lessor established by the Lease and/or this Agreement. In the event of any conflict between the Deed of Trust and this Agreement, this Agreement shall control. In the event of any conflict between this Agreement and the Lease, the Lease shall control. 3. In the event that Lessor is required by the Lease to provide any kind of written notice to Lessee with regard to the Leased Premises, including notice of breach or default by Lessee, Lessor shall also provide a copy of such written notice to Lender. Lessor agrees that (i) Lender may perform any of the obligations or requirements imposed on Lessee by the Lease in order to avoid a breach or default under the Lease by Lessee and (ii) Lessor will accept Lender's performance the same as if Lessee had performed such obligations or requirements. 4. (a) Lessor agrees and covenants that it will not exercise any rights it may have under the Lease to cancel or terminate the Lease or to force surrender of all or part of the Leased Premises unless it first has provided Lender with written notice of its intent to exercise such any such right. Lender shall have ten (10) calendar days from the date it receives such notice to cure any monetary default under the Lease and thirty (30) calendar days from the date it receives such notice to cure any other default under the Lease to Lessor's reasonable satisfaction in order to avoid such cancellation, termination or surrender; provided, however, that if Lender, in good faith and after diligent and continuous efforts to remedy any non -monetary default under the Lease, cannot cure such default within thirty (30) calendar days, it shall notify Lessor in writing and Lessor and Lender shall negotiate in good faith a reasonable amount of additional time to cure such default. (b) Furthermore, in the event the Lease is rejected by Lessee or any assignee of Lessee in any bankruptcy proceeding filed by or against Lessee or such assignee, Lessor agrees to give Lender written notice of such rejection and Lender will have the right for a period of thirty (30) days following receipt of such written notice to reinstate the Lease as a direct lease between Lessor and Lender or any nominee of Lender, subject to approval by Lessor's City Council of Lender or Lender's nominee as the new lessee under the Lease as reinstated. To exercise such right to Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 2 of 9 reinstate, Lender must give Lessor written notice no later than thirty (30) days after Lender receives notice that the Lease has been rejected. As a condition to the reinstatement of the Lease, Lender or Lender's nominee (as the new lessee) must cure all monetary defaults and commence and diligently prosecute the satisfaction of such conditions, the Lease will be reinstated on the same terms and conditions existing at the time of rejection. 5. Lessor hereby certifies to Lender that: (a) Lessee has accepted and is possession of the Leased Premises; (b) neither Lessor nor Lessee is in default in the performance of the Lease; (c) no rent under the Lease has been paid more than thirty (30) days in advance of its due date; (d) Lessee, as of this date, has no claim or offset against the rent; (e) except as otherwise provided herein, the Lease has not been modified and is valid and enforceable; (f) Lessor is the present owner and holder of the Leased Premises; (g) all amounts required to be paid under the Lease as of the date hereof have been paid and all terms required under the Lease as of the date hereof have been performed; and (h) Lessor agrees to comply in a timely manner with all terms of the Lease required to be performed by Lessor. 6. Lessee agrees that it will not request or consent to any future modifications, amendments or assignments of the Lease without first receiving Lender's written consent thereto and providing a copy of such written consent to Lessor. Lessee understands and agrees that any such consent granted by Lessor without Lender's advance written consent shall be void and specifically releases, holds harmless and agrees to indemnify Lessor for any damages that may arise as a result of any such consent. 7. In the event that Lender undertakes to enforce its rights to any collateral granted by the Deed of Trust on account of default by Lessee under the Deed of Trust, Lessor will cooperate as allowed by law with Lender in its efforts to assemble and/or remove any personal property of Lessee on the Premises. Lender hereby agrees to repair any damages at or to the Airport, including the Leased Premises, caused by or incident to such removal. 8. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and covenants that it will endorse all insurance policies required by the Lease to name both Lessor and Lender as additional insureds and to cover all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Leased Premises. Notwithstanding anything to the contrary in the Deed of Trust, Lender hereby agrees and covenants that any and all proceeds payable under the terms of such insurance policies shall first be applied to cover the replacement of all facilities and improvements on the Leased Premises and to satisfy fully the terms and conditions of the Lease. Payment of such proceeds shall apply secondarily to secure any of Lessee's indebtedness to Lender. 9. Subject to Sections 4 and 7 of this Agreement, Lessor may take all action available to it under the Lease, at law or in equity in order to protect its interests, including, but not limited to, cancellation of Lessee's interest as provided by the Lease and in accordance with this Agreement. Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 3 of 9 10. Lender agrees that it promptly will notify Lessor in writing when Lender has released its rights under the Deed of Trust. This Agreement will automatically terminate on the earlier of (i) the date as of which Lender releases such rights or (ii) the date upon which the Lease expires or is terminated. 11. Lender may not sell or otherwise transfer in any way any of Lender's or Lessee's rights or interest in the Leased Premises unless Lessor consents to such sale or transfer in the form of a written agreement approved in advance by Lessor's City Council; provided, however, Bank will have the right to transfer the Deed of Trust to another financial institution which acquires the $4,200,000.00 Note from Lender, so long as written notice of the transfer is given to Lessor within ten (10) business days of the transfer and the transferee notifies Lessor within ten (10) business days that it agrees to assume all of Lender's agreements hereunder. 12. Notices to Lender required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (i) hand -delivered to Lender, its agents, employees, servants or representatives, or (ii) deposited in the United States Mail, certified, return receipt requested, addressed as follows: Frost Bank P.O. Box 1600 San Antonio, Texas 78296 Ref Loan No. 4636775-9002 Attn: Mr. Frank Shiels 13. The parties hereto understand and agree that upon expiration or termination of the Lease, all permanent structures, improvements and fixtures on the Leased Premises, and any items permanently attached to any such structure, fixture or improvement, will become the sole property of Lessor, free and clear of all liens, including the Deed of Trust. Improvements of a non- permanent nature, all trade fixtures, machinery, furnishings and other non -permanent items may specifically be removed from the Leased Premises in accordance with the Lease. In the event that the Lease expires or is terminated, Lessee and Lender covenant and agree that nothing herein shall obligate Lessor to assume in any way Lessee's indebtedness to Lender. 14. This Agreement may not be withdrawn, amended or modified except by a written agreement executed by the parties hereto and approved by Lessor's City Council. Lessee and Lender covenant and agree that they will not amend the Deed of Trust, or assign any rights and/or obligations thereunder, without the prior written consent of Lessor; provided, however, Lender may (i) renew and extend the lien of the Deed of Trust, or (ii) assign the Deed of Trust and the obligations secured thereunder to an affiliate of Lender, in either case, without Lessor's consent, but Lender must notify Lessor of such assignment. This Agreement shall not be affected in any way by, and shall remain in full force and effect notwithstanding, any amendment or modification (including, without limitation, any renewal, extension, or increase in amount) of the Loan and/or the documents executed in connection with the Loan. Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 4 of 9 15. This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action arising under the provisions of this Agreement shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 16. This written instrument, including any documents attached hereto and/or incorporated herein by reference, contains the entire understanding and agreement between Lessor, Lessee and Lender as to the matters contained herein. Any prior or contemporaneous oral or written agreement concerning such matters is hereby declared null and void to the extent in conflict with this Agreement. 17. Except for the rights of notice and cure set forth in Sections 4 and 7 of this Agreement, this Agreement is not intended to, and shall not, confer upon the Lender any other rights beyond those expressly provided in the Lease. [Signature Pages Follow] Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 5 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the 2nd day of September 2026. LESSOR: CITY OF FORT WORTH: Vas, -w -(1 By: Valerie Washington (Sep 2, 2026 08:52:34 CDT) Valerie Washington Assistant City Manager Date: 09/02/2026 BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Valerie Washington, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 2nf day of September 2026. Notary Public in and for the State of Texas O p0.Y PUe` ANGELA D. CHRISP Notary Public * + STATE OF TEXAS GGGVVV a Notary I.D. 134812443 9�OF My ComExp. Mar. 18, 2028 APPROVED AS TO FORM AND LEGALITY: By: andace PI1d #4 agliara (Sep 2, 226 08:41 CDT) Candace Pagliara Senior Assistant City Attorney M&C: 26-0783 Date Approved: August 25, 2026 1295: 2026-1491756 Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 6 of 9 ATTEST: Jannette S. Goodall CC City Secretary °C OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Barbara Goodwin Real Property Manager LESSEE: WINSTON AVIATION GROUP, LLC, a Texas limited liability company By: 2 S� Kenneth A. Broadie, Manager Date: J/p4'i7t224 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Kenneth A. Broadie 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 WINSTON AVIATION GROUP, LLC and that he executed the same as the act of WINSTON AVIATION GROUP, LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this I day of— 2026. STEPHEN LINDSEY . Notary Public, State of Texas Notary ID 13028485-0 �'� o• , My Commission Exp. 07.07.2027 Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 7 of 9 Notary Public in and fo e State of Texas LENDER: FROST BANK, a Texas state nk By: Frank Sh>lels Senior Vice President Date: 7X/z-6 OF TEXAS COUNTY OF TARRANT § ATTEST: By: BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Frank Shiels 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 Frost Bank and that he executed the same as the act of Frost Bank for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this I day of $p/. 2026. �•�^�'�, STEPHEN LINDSEY Notary Public, State of Texas Notary ID 13028485.0 o� N My Commission Exp. 07.07.2027 Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 8 of 9 Notary Public in and for the State of Texas Exhibit "A" The Leasehold Deed of Trust Consent to Leasehold Deed of Trust Winston Aviation Group, LLC Lease Site 44N Page 9 of 9 After recording, return to: Frost Bank P.O. Box 1600 San Antonio, Texas 78296 Attn.: Loan Documentation Department, OF3 Ref: 4636775-9002 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. LEASEHOLD DEED OF TRUST This Deed of Trust (this "Deed of Trust"), dated to be effective as of , 2026 (the "Effective Date"), is entered into by Winston Aviation Group, LLC, a Texas limited liability company ("Grantor," whether one or more), unto TERESA WOODS, as Trustee, for the benefit of Beneficiary. ARTICLE 1 DEFINITIONS As used in this Deed of Trust, the following terms have the respective meanings given below; capitalized terms not otherwise defined in this Deed of Trust have the respective meanings given to such terms in the Loan Agreement: "Beneficiary" means FROST BANK, a Texas state bank, whose mailing address is P.O. Box 1600, San Antonio, Texas 78296, and any subsequent holder of the Note at the time in question. "Borrower" means, whether one or more, Grantor. "Cash Proceeds" has the meaning specified in TARA. "Construction Contracts" means, collectively, the right, title, and interest of Grantor in and to any and all contracts, subcontracts, and agreements, written or oral, between Grantor and any other party, and between parties other than Grantor, in any way related to any restoration, renovation, rehabilitation, repair, expansion, or construction of all or any portion of the Improvements or the provision of material (specially fabricated or otherwise), labor, supplies, or other services with respect to the Improvements. "Contracts" means all of the right, title, and interest of Grantor, including equitable rights, in, to, and under any and all: (a) contracts for the purchase and/or sale of all or any portion of the Property, whether such contracts are now or at any time existing after the Effective Date, including any and all earnest money or other deposits escrowed or to be escrowed or letters of credit provided or to be provided by the purchaser(s) under such contracts, including all amendments and supplements to, and renewals and extensions of, such contracts made at any time, together with (i) all payments, earnings, income, and profits Deed of Trust Leasehold Deed of Trust(3004778.2).docx arising from the sale of all or any portion of the Property or from the contracts and all other sums due or to become due under and pursuant to such contracts, and (ii) any and all deposits, earnest money, letters of credit, or other security under such contracts; (b) contracts, licenses, permits, rights, and entitlements related to living unit equivalents with respect to water, wastewater, and other utility services whether executed, granted, or issued by a Person, which are directly or indirectly related to, or connected with, the development, ownership, maintenance, or operation of the Property, whether such contracts, licenses, permits, rights, and entitlements are now or at any time hereafter existing, including any and all certificates, licenses, permits, zoning variances, and no -action letters required from each applicable Governmental Authority: (i) to evidence compliance by Grantor and all Improvements constructed or to be constructed on the Property with all Governmental Requirements applicable to the Property; (ii) for the development, construction, and/or rehabilitation of any Improvements on the Property (including the Construction Contracts), if applicable; and (iii) to develop and/or operate the Property as a commercial and/or residential project, as the case may be; (c) financing arrangements related to the financing or purchase of all or any portion of the Property at any time hereafter; (d) Economic Incentives or similar agreements or understandings; (e) agreements in any way related to the development, construction, and/or rehabilitation of the Land or Improvements or the provision of materials for the Land or Improvements; (f) contracts with architects, engineers, or other service providers with respect to the preparation or provision of any Plans, including all amendments and supplements to, and renewals and extensions of, such contracts made at any time; and (g) other contracts which in any way relate to the use, enjoyment, occupancy, operation, maintenance, repair, management, or ownership of the Property (save and except any and all Leases). "Economic Incentives" means, collectively, the right, title, and interest of Grantor (or any Affiliate of Grantor) in and to any and all payments, receipts, refunds, abatements, revenues, interest, municipal personnel or services, or other rights or benefits whatsoever under any and all agreements or understandings, whether now existing or hereafter in effect, with any Governmental Authority with respect to all or any portion of the Property, including any agreements or understandings with respect to tax increment financing (but only to the extent such agreements or understandings are assignable). "Event of Default" has the meaning specified in Section 5.01. "Fixtures" means any and all fixtures, supplies, systems, machinery, equipment, building materials, construction materials, and other items, of every kind and character, now owned or hereafter acquired by Grantor, which are now or hereafter attached to, installed in or on, used in connection with (temporarily or permanently), or situated in, on, or about, the Land or the Improvements, or used in or necessary to the complete and proper planning, design, development, construction, financing, use, occupancy, or operation of the Land or the Improvements, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all accessions to, renewals and replacements of, substitutions for, and additions to, the foregoing, including, but not limited to: (a) any and all fixtures, systems, machinery, equipment, facilities, and apparatus for heating, cooling, ventilating, refrigerating, plumbing, sewage removal, lighting, generating, cleaning, storage, incinerating, waste disposal, sprinkling or watering, fire extinguishing, communications, transportation (of people or things, including stairways, elevators, escalators, and conveyors), data processing, security and alarm monitoring, laundry, food or drink preparation, storage or serving, gas, electrical and electronic, water utility systems, and recreational uses or purposes; (b) any and all tanks, pipes, wiring, conduits, ducts, doors, partitions, rugs and other floor coverings, wall coverings, windows, drapes, window screens and shades, awnings, fans, motors, engines, and boilers; and (c) any and all raw and potable water, gas, electrical, storm and sanitary sewer, Internet, telephone and cable television facilities, and all other utilities, whether or not situated in easements, together with all accessions, appurtenances, replacements, betterments, and substitutions for, and all proceeds of, any of the foregoing; but excluding inventory and other trade or business movable personal property. Deed of Trust Leasehold Deed of Trust(3004778.2).docx "Grantor" means, in their individual capacities and jointly, the Person(s) described as "Grantor" in the initial paragraph of this Deed of Trust and the successors, assigns, heirs, and legal representatives of such Person(s), and any and all subsequent owners of all or any portion of the Property (without in any manner implying Beneficiary's consent to any Disposition of all or any portion of the Property). "Improvements" means all improvements of any kind or nature, now or at any time hereafter situated, placed, or constructed on any of the Land. "Indemnified Party" means and includes Beneficiary, any Trustee, any Person owned or controlled by, owning or controlling, or under common control or affiliated with Beneficiary, any participants in the Note, the directors, officers, partners, employees, representatives, attorneys and agents of Beneficiary and/or such Persons, and the successors and assigns of each of the foregoing Persons. "Land" means the real property situated in Tarrant County, Texas, which is more particularly described in Exhibit A, together with all right, title, interest, and privilege of Grantor in and to any and all: (a) streets, ways, roads, alleys, easements, rights -of -way, licenses, rights of ingress and egress, vehicle parking rights, and public places, existing or proposed, abutting, adjacent, used in connection with, or pertaining to, such real property or the Improvements; (b) strips or gores of real property between such real property and abutting or adjacent properties; (c) air, water, air rights, water rights, and water courses which are, as applicable, appurtenant to, located on, under, or above, or used in connection with, all or any part of such real property or the Improvements, whether adjudicated or unadjudicated, conditional or absolute, tributary or non -tributary, surface or underground, designated or undesignated; (d) timber, crops, or other vegetation pertaining to such real property; and (e) all appurtenances, reversions, and remainders in or to such real property. "Leases" means any and all existing and future leases, subleases, master leases, lettings, sub - lettings, licenses, concessions, or other agreements (whether written or oral), including all extensions, renewals, amendments, modifications, and restatements thereof, pursuant to which any tenant is granted a right to possess, use, occupy, or enjoy all or any portion of the Land and/or the Improvements, together with all security and other deposits or payments made in connection with such agreements, whether entered into before or after the filing by or against Grantor of any petition for relief under any Debtor Relief Laws. "Loan Agreement" means that certain Loan Agreement executed by and between Borrower and Beneficiary, dated of even date with this Deed of Trust, together with all amendments, modifications, and restatements thereof. "Minerals" means all substances in, on, under, or above the Land which are now, or may become in the future, intrinsically valuable, and which now or in the future may be mined, extracted, or otherwise removed from the Land, including oil, gas, all other hydrocarbons, coal, lignite, carbon dioxide, all other non -hydrocarbon gases, uranium, all other radioactive substances, gold, silver, copper, iron, and all other metallic substances or ores. "Note" means that certain promissory note, dated of even date with this Deed of Trust, executed by Borrower and payable to the order of Beneficiary in the original principal amount of $4,200,000.00, and any and all renewals, extensions, amendments, modifications, restatements, refinancings, rearrangements, consolidations, substitutions, replacements, and enlargements of such promissory note. "NPROL" has the meaning specified in Section 7.03. "Obligations" has the meaning given to such term in the Loan Agreement. Deed of Trust Leasehold Deed of Trust(3004778.2).docx "Permitted Exceptions" means those matters listed as exceptions in the Title Policy (to the extent that the same are valid, subsisting, and affect the Property). "Personalty" means all (a) furniture, furnishings, equipment, machinery, or other tangible personal property, and goods located within, used in the operation of, or derived from, the Improvements; (b) crops, farm products, timber, timber to be cut, and extracted Minerals; (c) general intangibles (including payment intangibles), money, insurance proceeds, accounts, contract and subcontract rights, trademarks, trade names, copyrights, patents, monetary obligations, chattel paper (including electronic chattel paper), instruments, investment property, documents, letters of credit, letter of credit rights, inventory, and commercial tort claims; (d) cash funds, fees (whether refundable, returnable, or reimbursable), deposit accounts, or other funds or evidences of cash, credit, or indebtedness deposited by or on behalf of Grantor with any Governmental Authorities, non -profits, corporations, boards, or other utility services providers (whether public or private); (e) the Construction Contracts, Plans, and all building and construction materials and equipment; and (f) other personal property of every kind or character as defined in and subject to the provisions of Article 9 of the Code; any and all of which are now owned or hereafter acquired by Grantor and which are now or hereafter situated in, on, or about the Land or the Improvements, or used in or necessary to the complete and proper planning, design, development, construction, financing, use, occupancy, or operation of the Land or the Improvements, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all accessions to, renewals and replacements of, substitutions for, and additions to, and all proceeds of, any of the foregoing. "Plans" means, collectively, the plans and specifications, shop drawings, or other technical descriptions or depictions with respect to the development of the Land or construction or rehabilitation of the Improvements, as applicable, prepared by Grantor or any engineer, architect, or other design professional on Grantor's behalf, approved in writing by Beneficiary, all applicable Governmental Authorities, and any party to a purchase or Construction Contract having a right of approval with respect to same, and all amendments, modifications, or other revisions of such plans and specifications, shop drawings, or other technical descriptions or depictions approved in writing by the same aforementioned parties, and all other design, engineering, or architectural work, test reports, shop drawings, surveys, and related materials. "Proceeds" has the meaning specified in TARA. "Property" means all of the right, title, and interest of Grantor, including any equitable rights, in and to the following: (a) all of Grantor's leasehold estate in and to the Land; (b) the Improvements; (c) the Fixtures; (d) the Minerals; (e) the Contracts and Construction Contracts; (f) the Personalty and the Plans; (g) the Leases, Rents, and other benefits of the Land, Improvements, and Fixtures; (h) the Economic Incentives; S Deed of Trust Leasehold Deed of Trust(3004778.2).docx (i) all other properties, rights, titles, and interests, if any, specified in any Section or Article of this Deed of Trust as being part of the collateral under this Deed of Trust; (j) to the extent not incorporated above: (i) all sums on deposit or due under any of the Loan Documents now or hereafter executed for the benefit of Beneficiary (including earnest money deposits or letters of credit under purchase or sale contracts, Grantor's rights in tenants' security deposits, deposits with respect to utility services to the Land, the Improvements, or the Fixtures (or any part thereof), refundable or reimbursable tap fees, commitment fees, or development costs, and any deposits or reserves under this Deed of Trust or any of the other Loan Documents for taxes, insurance, or otherwise), funds, accounts, contract rights, instruments, documents, commitments, general intangibles (including trademarks, trade names, and symbols), notes, and chattel paper used in connection with, arising from, or by virtue of any transactions related to the Land, the Improvements, or the Fixtures (or any part thereof); and (ii) contracts, licenses, permits, franchises, certificates, and other rights and entitlements related to the Land, the Improvements, or the Fixtures (or any part thereof); (k) all (i) proceeds of or arising from the properties, rights, titles, and interests referred to in subparagraphs (a) - (j) above, including proceeds of any sale, lease, or other disposition of same, proceeds of each related insurance policy (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto by eminent domain or sale in lieu thereof for public or quasi -public use under applicable law, and proceeds arising out of any damage thereto whether caused by such a taking (including change of grade of streets, curb cuts, or other rights of access) or other action, (ii) other interests of every kind and character, and all proceeds thereof, which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles, and interests referred to in subparagraphs (a) - (j) above and all property used or useful in connection therewith, including remainders, reversions, and reversionary rights or interests (but expressly excluding inventory and other trade or business movable personal property), and (iii) together with any and all other security and collateral of any nature whatsoever, now or hereafter given, for the repayment or performance and discharge of the Obligations, together with all proceeds of any of the foregoing. In the event the estate of Grantor in and to any of the Land is a leasehold estate, this conveyance shall include, and the lien and security interest created by this Deed of Trust shall encumber and extend to, all other further or additional title, estates, interests, or rights which may exist now or at any time be acquired by Grantor in or to the property demised under the lease creating such leasehold estate, including Grantor's rights, if any, to the property demised under such lease and, if fee simple title to any of such property shall ever become vested in Grantor, such fee simple interest shall be encumbered by this Deed of Trust in the same manner as if Grantor had fee simple title to said property as of the Effective Date; and (1) Grantor's right, title, and interest in and under that certain Fort Worth Meacham International Airport Ground Lease Agreement Lease Site 44N (City Secretary No. 42566), as well as all renewals, amendments, replacements, and supplements thereto (collectively, the "Ground Lease"). A copy of the Ground Lease is attached hereto as Exhibit B and incorporated herein by this reference. The term "Property" shall be expressly defined as meaning all or, where the context permits or requires, any part of Grantor's right, title, and interest, including any equitable rights, in and to those items referenced in subparagraphs (a) - (k) above. "Questioned Bidder" has the meaning specified in Section 5.02. Deed of Trust Leasehold Deed of Trust(3004778.2).docx "Rents" means all "Rents" as defined in TARA applicable to all or any portion of the Property, including any rents, income, receipts, revenues, issues, profits, and Proceeds (including Cash Proceeds) to be derived from tenants of the Property or any portion of the Property, including minimum rents, additional rents, percentage rents, deficiency rents, and liquidated damages following a default under any applicable Lease, all proceeds payable under any policy of insurance covering the loss of Rents resulting from untenantability caused by destruction or damage to the Property or otherwise, and all of Grantor's rights, titles, and interests to recover monetary amounts from any tenant in bankruptcy, including rights of recovery for use and occupancy of the applicable premises, damage claims arising out of lease defaults, and lease rejections, under any Debtor Relief Laws, together with any sums of money that may now or at any time hereafter become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals, and any other amount of every kind or character arising under any and all present and future oil, gas, or other mineral Leases. "TARA" means the Texas Assignment of Rents Act. "Trustee" means the individual described as Trustee in the initial paragraph of this Deed of Trust or the duly appointed trustee or substitute trustee under this Deed of Trust at the time in question. ARTICLE 2 GRANT 2.01 Grant. To secure the full and timely payment and performance of the Obligations, Grantor has GRANTED, BARGAINED, SOLD, TRANSFERRED, ASSIGNED, and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL, TRANSFER, ASSIGN, and CONVEY unto Trustee, in trust WITH POWER OF SALE, for the benefit of Beneficiary, the Property, TO HAVE AND TO HOLD the Property, unto Trustee and Trustee's successors, substitutes, or assigns, in trust WITH POWER OF SALE and for the uses and purposes set forth in this Deed of Trust, forever, together with all rights, privileges, hereditaments, and appurtenances in any way appertaining or belonging to the Property, subject only to the Permitted Exceptions; further, Grantor, for Grantor and Grantor's successors and permitted assigns, hereby agrees to WARRANT AND FOREVER DEFEND, all and singular, the title to the Property unto Trustee and Trustee's successors, substitutes, or assigns in this trust against the claim or claims of all Persons claiming or to claim the same or any part thereof, subject, however, as aforesaid. 2.02 Obligations Secured. Grantor, and each party at any time claiming an interest in or lien or encumbrance against the Property, agrees that all advances made by Beneficiary from time to time under the Note or any of the Loan Documents, and all other portions of the Obligations including, but not limited to, all Swap Obligations (as that term is defined in the Loan Agreement), shall be secured by this Deed of Trust with priority as if all the same had been advanced, had arisen, or became owing or performable on the Effective Date. No reduction of the outstanding principal balance under the Note shall extinguish, release, or subordinate any rights, titles, interests, liens, encumbrances, security interests, powers, or privileges intended, created, or arising under this Deed of Trust or under any other Loan Document, and this Deed of Trust shall remain in full force and effect as to any subsequent advances or subsequently arising portions of the Obligations without loss of priority until the Obligations are fully paid, performed, and satisfied, all agreements and obligations, if any, of Beneficiary for further advances have been terminated, and this Deed of Trust has been released of record by Beneficiary. 6 Deed of Trust Leasehold Deed of Trust(3004778.2).docx ARTICLE 3 WARRANTIES AND REPRESENTATIONS Grantor unconditionally warrants and represents to Beneficiary, as of the Effective Date and at all times during the term of this Deed of Trust, as follows: 3.01 Loan Agreement Warranties and Representations. Grantor makes the warranties and representations set forth in Article 3 of the Loan Agreement as they relate to Grantor (as Borrower or as an Obligated Party if Grantor and Borrower are not the same) or to the Loan Documents to which Grantor is a party, each of which is incorporated in this Deed of Trust by reference, and Beneficiary shall be entitled to rely on such warranties and representations as if they were fully set forth in this Deed of Trust; provided that, each reference to "Borrower's knowledge" in any such warranties and representations shall, for the purposes of this Section, be deemed to be a reference to Grantor's knowledge. 3.02 Title. Grantor has good and indefeasible title to the Land (in fee simple, if the lien created under this Deed of Trust is on the fee, or a first and prior leasehold estate, if the lien created under this Deed of Trust is on the leasehold estate) and Improvements, and good and marketable title to the Fixtures and Personalty, free and clear of any Liens other than Permitted Liens and the Permitted Exceptions. 3.03 Lien. This Deed of Trust constitutes a valid, subsisting first priority lien and security interest on, or in and to, as applicable, the Property, and, to the extent that the term "Leases" includes items covered by the Code, in and to the Leases; all in accordance with the terms of this Deed of Trust and all subject to the Permitted Exceptions. The foregoing warranty of title shall survive the foreclosure or other enforcement of this Deed of Trust and shall inure to the benefit of, and be enforceable by, Beneficiary in the event Beneficiary acquires title to the Property pursuant to any foreclosure or otherwise. 3.04 Non -Homestead. No part of the Property is Grantor's homestead of any type or character, and this Deed of Trust is and shall continue to be a valid and enforceable lien and security interest against the Property until the Obligations are fully paid, performed, and satisfied, all agreements and obligations, if any, of Beneficiary for further advances have been terminated, and this Deed of Trust has been released of record by Beneficiary. 3.05 Mailing Address. Grantor's mailing address as set forth in this Deed of Trust is true and correct. 3.06 Separate Tax Parcel. The Property is taxed separately without regard to any other real property, and the Land constitutes a legally subdivided lot under all Governmental Requirements (or, if not subdivided, no subdivision or platting of the Land is required under any Governmental Requirements) and for all purposes may be mortgaged, conveyed, or otherwise dealt with as an independent and separate parcel. 3.07 Leases. Any Leases which have been provided to Beneficiary on or before the Effective Date are in full force and effect, there are no amendments or modifications of any kind to such Leases as of the Effective Date except those amendments or modifications, if any, which have been provided to Beneficiary with such Leases, and there are no promises, agreements, understandings, or commitments between Grantor and any tenants under any Leases related to the Improvements other than those expressly contained within the Leases provided to Beneficiary. 7 Deed of Trust Leasehold Deed of Trust(3004778.2).docx ARTICLE 4 COVENANTS Until all Obligations shall have been fully paid, performed, and discharged, Grantor unconditionally covenants and agrees with Beneficiary that Grantor shall: 4.01 Loan Agreement Covenants. Perform and observe all of the terms, covenants, and agreements set forth in the Loan Agreement that are required to be, or that Borrower has agreed to cause to be, performed or observed by Grantor (as Borrower or as an Obligated Party if Grantor and Borrower are not the same). 4.02 Lien Status. Protect the first lien and security interest status of this Deed of Trust and the other Loan Documents and not permit to be created or to exist, with respect to all or any portion of the Property, any Lien on a parity with, superior to, or inferior to the liens and security interests of this Deed of Trust, except for the Permitted Liens and the Permitted Exceptions. 4.03 Payment of Taxes and Assessments. Pay or cause to be paid, before delinquent, all taxes and assessments of every kind or character in respect of the Property or any part thereof and, from time to time upon request of Beneficiary, to furnish to Beneficiary evidence satisfactory to Beneficiary of the timely payment of such taxes and assessments (the word "assessments" as used herein includes not only assessments and charges by any Governmental Authority, but also all other assessments and charges of any kind, including, but not limited to, assessments or charges for any utility or utility service, easement, license or agreement upon, for the benefit of, or affecting the Property, and assessments and charges arising under subdivision, condominium, planned unit development or other declarations, restrictions, regimes or agreements). 4.04 Payment of Labor and Materials. Promptly pay all bills for labor and materials incurred in connection with the Property and never permit to be created or to exist, with respect to all or any portion of the Property, any Lien for any such bill(s), even if inferior to the liens and security interests of this Deed of Trust. 4.05 Existence. Continuously maintain Grantor's existence, and right to do business in Texas. 4.06 Repair; Waste. At all times maintain, preserve, and keep the Property in good repair and condition and presenting a first-class appearance, and, from time to time, make all necessary and proper repairs, replacements, and renewals with respect to the Property. Grantor shall not commit or permit any waste on or of the Property and shall not do anything to the Property that may impair its value nor permit any condition to exist on the Property that could reasonably be expected to cause an insurer to (a) cancel any insurance policy with respect to the Property, (b) increase the premium for any insurance policy with respect to the Property, or (c) invalidate any insurance policy, in whole or in part, with respect to the Property. 4.07 No Additions or Demolition. Not, without the prior written consent of Beneficiary, materially add to, improve, reconstruct, remodel, or demolish any of the Property. 4.08 Fixtures. Not cause or permit all or any part of the Fixtures to be removed from the county and state where the Land is located, except any Fixtures which have become obsolete or worn beyond practical use and which have been replaced (or shall promptly following removal be replaced) by adequate and appropriate substitute Fixtures having a value equal to or greater than the replaced items when new. Deed of Trust Leasehold Deed of Trust(3004778.2).docx 4.09 No Change in Zoning or Further Restrictions. Not, without the prior written consent of Beneficiary, (a) seek or acquiesce in a zoning reclassification of all or any portion of the Property, (b) grant any easement, dedication, plat, or restriction (or allow any easement to become enforceable by prescription) covering all or any portion of the Property, (c) remove, release, or terminate any easement, dedication, plat, or restriction previously approved by Beneficiary, (d) consent to the annexation of the Property by any municipality, or (e) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law, or other public or private restriction limiting or defining the uses which may be made of the Property. If under applicable zoning provisions the use of the Property is or shall become a non- conforming use, Grantor shall not cause or permit such non -conforming use to be discontinued or abandoned without the prior written consent of Beneficiary, except to the extent, if any, permitted under the Loan Agreement. 4.10 Use Violations. Not use, maintain, operate, or occupy, or allow the use, maintenance, operation, or occupancy of, the Property in any manner which (a) materially violates any Governmental Requirement, (b) poses a material risk of harm or loss to any Person or property, unless adequately and appropriately safeguarded as required by any Governmental Requirement or adequately and appropriately insured against under any applicable insurance policy, (c) constitutes a public or private nuisance, (d) makes void, voidable, or cancelable, or increases the premium of, any insurance policy then in effect with respect to the Property, (e) changes the use of the Property as it existed as of the Effective Date (except to the extent, if any, permitted under the Loan Agreement), or (f) converts the Property to a condominium or cooperative form of ownership. 4.11 Insurance. (a) Purchase, maintain, and deliver to Beneficiary copies of policies of insurance with respect to the Property in accordance with the Loan Agreement; (b) cause all such required insurance (except commercial general liability insurance) to be payable to Beneficiary as a mortgagee and not as a co-insured, and, in the case of all policies of insurance carried by each lessee of all or any portion of the Property for the benefit of Grantor, cause all such policies to be payable to Beneficiary as Beneficiary's interest may appear; and (c) pay, or cause to be paid, all premiums for all required insurance at least ten (10) days before such premiums become due, furnish to Beneficiary satisfactory proof of the timeliness of such premium payments, and deliver copies of all renewal policies of insurance to Beneficiary at least ten (10) days before the expiration date of each expiring policy. 4.12 No Drilling or Exploration. Not, without the prior written consent of Beneficiary, permit any drilling or exploration for, or extraction, removal, or production of, any Minerals from the surface or subsurface of the Land regardless of the depth or the method of such extraction, removal, or production. GRANTOR SHALL DEFEND, INDEMNIFY, SAVE, AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, LOSSES, OR EXPENSES WHICH MAY BE INCURRED BY EACH INDEMNIFIED PARTY, AND ANY AND ALL OTHER EXPENSES OR LOSSES, EITHER DIRECT OR CONSEQUENTIAL, ATTRIBUTABLE TO, OR ALLEGED IN ANY WAY TO BE ATTRIBUTABLE TO, THE DEVELOPMENT, EXPLORATION, EXTRACTION, REMOVAL, OR PRODUCTION OF ANY MINERALS IN, ON, UNDER, OR ABOUT THE LAND BY GRANTOR OR ANY OTHER PERSON. 4.13 Tax on Deed of Trust. At any time any Governmental Requirement shall impose or authorize the imposition of any tax upon this Deed of Trust, or upon any rights, titles, liens, or security interests created by this Deed of Trust, or upon the Obligations or any part of the Obligations, immediately pay all such taxes; provided that, if such Governmental Requirement makes it unlawful for Grantor to pay such tax, Grantor shall not pay nor be obligated to pay such tax, and, in the alternative, Borrower shall either pay all such taxes (if lawful for Borrower to do so) or prepay the Obligations in full within sixty (60) days after demand therefor by Beneficiary. 9 Deed of Trust Leasehold Deed of Trust(3004778.2).docx 4.14 Costs and Expenses. Pay on demand all costs, expenses, and other fees paid or incurred by Beneficiary or Trustee to third parties incident to this Deed of Trust or any other Loan Document (including reasonable attorneys' fees and expenses in connection with the negotiation, preparation, and execution of this Deed of Trust and any other Loan Document and any amendment, release, consent, approval, or waiver to or of this Deed of Trust or any other Loan Document, the making of any advance under the Note, and any suit to which Beneficiary or Trustee is a party involving this Deed of Trust, any other Loan Document, or the Property) or incident to the enforcement of the Obligations or the exercise of any right or remedy of Beneficiary under this Deed of Trust or any other Loan Document. 4.15 Further Assurances and Corrections. From time to time, at the request of Beneficiary, promptly: (a) correct any defect, error, or omission which may be discovered in the contents of this Deed of Trust or any other Loan Document or in the execution or acknowledgment of this Deed of Trust or any other Loan Document; (b) execute, acknowledge, deliver, and record and/or file such further instruments (including further deeds of trust, security agreements, financing statements, continuation statements, and assignments of rents or leases) and perform such further acts and provide such further assurances as may be necessary, desirable, or proper, in Beneficiary's opinion, to carry out more effectively the purposes of this Deed of Trust and such other instruments and to subject to the liens and security interests of this Deed of Trust and of such other instruments any property intended by their terms to be collateral for the Obligations, including any additions, modifications, substitutions, replacements, or appurtenances to the Property; (c) execute, acknowledge, deliver, procure, and file and/or record any document or instrument (including any financing statement) deemed advisable by Beneficiary to protect the liens and security interests granted in this Deed of Trust against the rights or interests of third parties, and pay all costs connected with any of the foregoing; and (d) cause the Loan Documents requested by Beneficiary and all amendments and supplements to, and substitutions for, the Loan Documents to be recorded, filed, re- recorded, and re -filed in such manner and in such places as Trustee or Beneficiary shall reasonably request, and pay all such recording, filing, re-recording, and re -filing fees, documentary stamp or other taxes, and other charges. 4.16 Statement of Unpaid Balance. At any time and from time to time, furnish promptly upon the request of Beneficiary a written statement or affidavit, in form and substance satisfactory to Beneficiary, stating the unpaid balance of the Obligations and that there are no offsets or defenses against full payment of the Obligations and any terms of this Deed of Trust or any other Loan Document; or, in the event that Borrower or any Obligated Party claims any such offsets or defenses, a written statement or affidavit specifying same. 4.17 Reserved. ARTICLE 5 EVENTS OF DEFAULT; RIGHTS AND REMEDIES 5.01 Events of Default. The term "Event of Default" shall include the occurrence of any one or more of the following events (whether such occurrence shall be voluntary or involuntary or be effected or comes about by any Governmental Requirement or otherwise): (a) the occurrence of an "Event of Default" as defined in the Loan Agreement or the Note; 10 Deed of Trust Leasehold Deed of Trust(3004778.2).docx (b) Grantor conveys, assigns, or transfers all or any part of the Property or any interest in the Property or any beneficial interest in Grantor in violation of Section 8.04; (c) Grantor executes or delivers any pledge, security agreement, mortgage, or deed of trust covering all or any portion of the Property in violation of Section 8.05; (d) the occurrence of any default by Grantor under the Ground Lease or the repudiation, termination, or attempted repudiation or termination of the Ground Lease; or (e) Grantor modifies, amends, or rejects the Ground Lease without the prior consent of Beneficiary. 5.02 Certain Remedies. Upon the occurrence of an Event of Default, Beneficiary may, at its election, and by or through Trustee, by Beneficiary itself, or otherwise, do any one or more of the following: (a) If Grantor has failed to keep or perform any covenant whatsoever contained in this Deed of Trust or any other Loan Document, Beneficiary may (but shall not be obligated to any Person to do so) perform or attempt to perform such covenant, and any payment made or expense incurred by Beneficiary in the performance or attempted performance of such covenant shall become part of the Obligations and secured by this Deed of Trust, and Grantor promises to pay to Beneficiary, upon demand, at the place where the Note is payable all sums so advanced or paid by Beneficiary, with interest from the date when paid or incurred by Beneficiary at the Default Rate. No such payment by Beneficiary shall constitute a waiver of any Default or Event of Default. In addition to the liens and security interests of this Deed of Trust, Beneficiary shall be subrogated to all rights, titles, liens, and security interests securing the payment of any debt, claim, tax, or assessment for the payment of which Beneficiary may make an advance or which Beneficiary may pay. (b) Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Property, or any part of the Property, and take exclusive possession of the Property and of all books, records, and accounts related to the Property, and exercise, without interference from Grantor or any other Person, any and all rights which Grantor has with respect to the management, operation, maintenance, possession, protection, or preservation of the Property, including the right to rent the same for the account of Grantor and to apply such Rents as provided in this Deed of Trust or any other Loan Document. All costs, expenses, and liabilities incurred by Beneficiary in collecting and applying such Rents and in managing, operating, maintaining, possessing, protecting, or preserving the Property, if not paid out of Rents, shall constitute a demand obligation owing by Grantor to Beneficiary and shall bear interest from the date incurred by Beneficiary until paid at the Default Rate, all of which shall become part of the Obligations and secured by this Deed of Trust. If necessary to obtain the possession provided for herein, Beneficiary may invoke any and all legal remedies to dispossess Grantor of the Property, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by Beneficiary pursuant to this Subsection, Beneficiary shall not be liable for any losses or other damages sustained by Grantor resulting from any failure to let the Property, or any part thereof, or from any other act or omission of Beneficiary in managing, operating, maintaining, possessing, protecting, or preserving the Property (unless such losses or other damages are caused by the willful misconduct or gross negligence of Beneficiary), nor shall Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason of this Deed of Trust or the exercise of rights or remedies under this Deed of Trust. GRANTOR SHALL AND DOES AGREE TO INDEMNIFY BENEFICIARY FOR, AND TO HOLD BENEFICIARY HARMLESS FROM, ANY AND ALL LIABILITY, LOSS, OR 11 Deed of Trust Leasehold Deed of Trust(3004778.2).docx DAMAGE, WHICH MAY OR MIGHT BE INCURRED BY BENEFICIARY UNDER ANY SUCH LEASE OR UNDER OR BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES UNDER THIS DEED OF TRUST, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY OR MIGHT BE ASSERTED AGAINST BENEFICIARY BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY, OR LIABILITY UNDER ANY SUCH LEASE. Should Beneficiary incur any such liability, loss, or damage, the amount of such liability, loss, or damage, including costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date incurred by Beneficiary until paid at the Default Rate, shall be secured by this Deed of Trust, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Nothing in this Subsection shall impose any duty, liability, obligation, or responsibility upon Beneficiary (i) for the control, care, management, leasing, upkeep, or repair of the Property, (ii) for the carrying out of any of the terms and conditions of any Lease; (iii) for any waste committed on the Property by the tenants or by any other parties, or for any hazardous or environmentally sensitive substance in, on, or under the Property, (iv) for any dangerous or defective condition of the Property, or (v) for any negligence in the control, care, management, leasing, upkeep, or repair of the Property resulting in loss or injury or death to any Person. Grantor hereby consents to, confirms, and ratifies any and all actions of Beneficiary taken with respect to the Property under this Subsection. The remedies in this Subsection are in addition to, and not in substitution of, other remedies available to Beneficiary under the Loan Documents and applicable law, and any exercise by Beneficiary of the remedies in this Subsection shall not be deemed to be an election of non judicial or judicial remedies otherwise available to Beneficiary. The remedies in this Section are available under and governed by the real property laws of the State of Texas and are not governed by the personal property laws of the State of Texas, in accordance with the provisions of Section 9.604 of the Code, including the power to dispose of personal property in a commercially reasonable manner under Section 9.627 of the Code or the application of proceeds under Section 9.615 of the Code. No action by Beneficiary taken pursuant to this Subsection shall be deemed to be an acceptance of collateral in satisfaction of obligations under Section 9.620 of the Code. Any receipt of consideration received by Beneficiary pursuant to this Subsection shall be immediately credited against the Obligations (as set forth in the Note), and the value of said consideration shall be treated like any other payment made against the Obligations. (c) Beneficiary may, without notice, demand, presentment, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or any other notice or any other action, all of which are hereby waived by Grantor and all Obligated Parties, declare the entire unpaid balance of the Obligations immediately due and payable, and upon such declaration, the entire unpaid balance of the Obligations shall be immediately due and payable. The failure to exercise any right or remedy available to Beneficiary under the Loan Documents, at law, or in equity shall not be deemed to be a waiver of any rights or remedies of Beneficiary under the Loan Documents, at law, or in equity. (d) Beneficiary may request Trustee to proceed with foreclosure under the power of sale which is conferred in this Deed of Trust, such foreclosure to be accomplished in accordance with the following provisions: (i) Trustee is hereby authorized and empowered, and it shall be Trustee's special duty upon such request of Beneficiary, to sell all or any part of the Property, with or without having taken possession of same. Any such sale (including notice of such sale) shall comply with all applicable Governmental Requirements, if any, at the time of the sale. 12 Deed of Trust Leasehold Deed of Trust(3004778.2).docx (ii) At any time during the bidding at a foreclosure sale of the Property, Trustee may require a bidding party, as a condition to the bidding party submitting bids at such foreclosure sale, (A) to disclose its full name, address, occupation, and specific business office location (if applicable), and the name and address of the principal the bidding party is representing (if applicable), and (B) to demonstrate reasonable evidence of the bidding party's financial ability (or, if applicable, the financial ability of the principal of such bidding party) to purchase the Property. If any such bidding party (the "Questioned Bidder") declines to comply with such Trustee requirements, or if such Questioned Bidder does comply but Trustee determines, in Trustee's sole and absolute discretion, that the information or evidence of financial ability of the Questioned Bidder (or, if applicable, the principal of such Questioned Bidder) is inadequate or unsatisfactory, in any respect, then Trustee may continue the bidding with reservation; and, in such event, (1) Trustee shall be authorized to caution the Questioned Bidder concerning the legal obligations to be incurred in submitting bids, and (2) if the Questioned Bidder is not the highest bidder at the sale, any and all bids by the Questioned Bidder shall be deemed null and void. (iii) Trustee may determine, in Trustee's sole and absolute discretion, that a credit bid may be in the best interest of Grantor and Beneficiary and may elect to sell the Property for credit or for a combination of cash and credit; provided, however, that Trustee shall have no obligation to accept any bid except an all -cash bid. In the event that Trustee accepts an all -cash bid and such cash is not delivered within a reasonable period of time following conclusion of the bidding process, as specified by Trustee (but in no event later than 3:45 p.m. local time on the day of the sale), then said contingent all -cash sale shall be deemed null and void, Trustee may re -commence the bidding process, and any subsequent bids or sale shall be made as if no prior bids were made or accepted. (iv) In addition to the rights and powers of sale granted under the preceding provisions of this Subsection, if default is made in the payment of any installment of the Obligations, Beneficiary may, at Beneficiary's option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligations to be due and payable, orally or in writing direct Trustee to enforce the power of sale conferred in this Deed of Trust and to sell the Property subject to such unmatured indebtedness and to the rights, powers, liens, security interests, and assignments securing or providing recourse for payment of such unmatured indebtedness, in the same manner as provided in the preceding provisions of this Subsection. Sales made without maturing the Obligations may be made under this Deed of Trust whenever there is a default in the payment of any installment of the Obligations, without exhausting or affecting in any way the power of sale granted in this Deed of Trust, the unmatured balance of the Obligations, or the rights, powers, liens, security interests, and assignments securing or providing recourse for payment of the Obligations. (v) Sale of a part of the Property shall not exhaust or affect in any way the power of sale granted in this Deed of Trust, and sales may be made from time to time until the Obligations are paid and performed in full. It is intended by each of the foregoing provisions of this Subsection that Trustee may, after any request or direction by Beneficiary, sell not only the Land and the Improvements but also the Fixtures and other interests constituting a part of the Property or any part thereof, along with the Land and the Improvements or any part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary to have present or to exhibit at any sale any part of the Property. 13 Deed of Trust Leasehold Deed of Trust(3004778.2).docx (vi) After any sale under this Subsection, Trustee shall make good and sufficient deeds, assignments, and other conveyances to the purchaser or purchasers thereunder in the name of Grantor, conveying the Property or any part thereof so sold to the purchaser or purchasers with general warranty of title by Grantor. It is agreed that, in any deeds, assignments, or other conveyances given by Trustee, any and all statements of fact or other recitals therein made as to the identity of Beneficiary, the occurrence or existence of any Default or Event of Default, the acceleration of the maturity of the Obligations, the request to sell, notice of sale, time, place, terms, and manner of sale, and receipt, distribution, and application of the money realized therefrom, the due and proper appointment of a substitute trustee, and, without being limited by any of the foregoing, any other act or thing having been duly done by or on behalf of Beneficiary or by or on behalf of Trustee, shall be taken by all courts of law and equity as prima facie evidence that such statements of fact or other recitals are to be so accepted without further question or consideration, and Grantor does hereby ratify and confirm any and all acts that Trustee may lawfully do in the premises by virtue of this Subsection. (e) Beneficiary may, or Trustee may upon written request of Beneficiary, proceed by suit or suits, at law or in equity, to (i) enforce the payment and performance of the Obligations in accordance with the terms of this Deed of Trust or any other Loan Document, (ii) foreclose the liens and security interests of this Deed of Trust as against all or any part of the Property, and (iii) have all or any part of the Property sold under the judgment or decree of a court of competent jurisdiction. This remedy shall be cumulative of any other non judicial remedies available to Beneficiary with respect to the Loan Documents. Proceeding with a request or receiving ajudgment for legal relief shall not be, and shall not be deemed to be, an election of remedies or bar any non - judicial remedy available to Beneficiary with respect to the Loan Documents. (f) Beneficiary may exercise its rights of enforcement with respect to Fixtures and Personalty under the Code, and in conjunction with, in addition to, or in substitution for the rights and remedies under the Code, Grantor agrees as follows: (i) Beneficiary may, without demand or notice to Grantor, enter upon the Property to take possession of, assemble, receive, and collect the Personalty, or any part thereof, or render the Property or Personalty unusable; (ii) Beneficiary may require Grantor to assemble the Personalty and make it available at a location designated by Beneficiary, which location may be mutually convenient to allow Beneficiary to take possession and/or dispose of the Personalty; (iii) Beneficiary may provide written notice to Grantor as provided in this Deed of Trust at least ten days prior to the date of public sale of the Personalty or at least ten days prior to the date after which a private sale of the Personalty will be made, which such notice shall constitute reasonable notice; (iv) any sale made pursuant to the provisions of this Subsection shall be deemed to have been a public sale conducted in a commercially -reasonable manner if held contemporaneously with the sale of the other Property under power of sale, as provided in this Deed of Trust, upon the giving of the same notice with respect to the sale of the Personalty under this Deed of Trust as is required for such sale of the other Property under power of sale, and such sale shall be deemed to be pursuant to a security agreement covering both real and personal property under Section 9.604(a) of the Code; 14 Deed of Trust Leasehold Deed of Trust(3004778.2).docx (v) in the event of a foreclosure sale, whether made by the Trustee under the terms of this Deed of Trust or under judgment of a court, the Personalty and the other Property may, at the option of Beneficiary, be sold as a whole; (vi) it shall not be necessary that Beneficiary take possession of the Personalty, or any part of the Personalty, prior to the time that any sale pursuant to the provisions of this Subsection is conducted, and it shall not be necessary that the Personalty or any part of the Personalty be present at the location of such sale; (vii) prior to application of any proceeds received from disposition of the Personalty to the Obligations, such proceeds shall be applied to the expenses of possessing, holding, preparing for sale or lease, selling, leasing, and the like with respect to the Personalty, together with the reasonable attorneys' fees and legal expenses incurred by Beneficiary with respect to same; (viii) after notification, if any, hereafter provided in this Subsection, Beneficiary may sell, lease, or otherwise dispose of the Personalty, or any part thereof, in one or more parcels at public or private sale or sales, at Beneficiary's offices or elsewhere, for cash, on credit, or for future delivery. Upon the request of Beneficiary, Grantor shall assemble the Personalty and make it available to Beneficiary at any location designated by Beneficiary that is reasonably convenient to Grantor and Beneficiary. Grantor shall be liable for all expenses of possessing, holding, preparing for sale or lease, selling, leasing and the like, and all reasonable attorneys' fees, expenses, and other costs incurred by Beneficiary in connection with the collection of the Obligations and the enforcement of Beneficiary's rights under the Loan Documents, including this Deed of Trust. Beneficiary shall apply the proceeds of the sale of the Personalty against the Obligations in accordance with the provisions of this Deed of Trust. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Personalty are insufficient to pay the Obligations in full. Grantor waives all rights of marshalling in respect of the Personalty; (ix) any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale under this Deed of Trust, the nonpayment of the Obligations, the occurrence of any Default or Event of Default, Beneficiary having declared all or a portion of the Obligations to be due and payable, the notice of time, place, and terms of sale and of the properties to be sold having been duly given, or any other act or thing having been duly done by Beneficiary or Trustee on Beneficiary's behalf, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (x) Beneficiary may appoint or delegate any one or more Persons as agent to perform any act or acts necessary or incident to any sale held by Beneficiary or on Beneficiary's behalf, including the sending of notices and the conduct of the sale, but in the name and on behalf of Beneficiary. (g) Beneficiary may surrender the insurance policies maintained pursuant to the Loan Documents and receive and apply the unearned premiums as a credit on the Obligations and, in connection with such right, Grantor hereby appoints Beneficiary as agent and attorney -in -fact for Grantor to collect such premiums. (h) Beneficiary may retain the Fixtures in satisfaction of the Obligations whenever the circumstances are such that Beneficiary is entitled to do so under the Code. 15 Deed of Trust Leasehold Deed of Trust(3004778.2).docx (i) Beneficiary may buy the Property or any part thereof at any public sale or judicial sale. (j) Beneficiary may buy the Fixtures or any part thereof at any private sale, if the Fixtures or part thereof being sold are a type customarily sold in a recognized market or a type subject to widely distributed standard price quotations. (k) Beneficiary shall have and may exercise any and all other rights and remedies which Beneficiary may have at law or in equity, or by virtue of any Loan Document, under the Code, or otherwise. (1) Beneficiary may apply the reserves, if any, required by Section 8.03 toward payment of the Obligations. 5.03 Beneficiary as Purchaser. If Beneficiary is the purchaser of the Property or any part of the Property, at any sale of the Property, whether such sale be under the power of sale vested in Trustee pursuant to this Deed of Trust or upon any other foreclosure of the liens and security interests of this Deed of Trust, or otherwise, Beneficiary shall, upon any such purchase, acquire good title to the Property so purchased, free of the liens and security interests of this Deed of Trust, unless the sale was made subject to an unmatured portion of the Obligations and Beneficiary elects that no merger occur. Beneficiary, as purchaser, shall be treated in the same manner as any third -party purchaser, and the proceeds of Beneficiary's purchase shall be applied in accordance with this Deed of Trust. 5.04 Other Rights of Beneficiary. Should any part of the Property come into the possession of Beneficiary, whether before or after an Event of Default, Beneficiary may use or operate the Property for the purpose of preserving it or its value, pursuant to the order of a court of appropriate jurisdiction or in accordance with any other rights held by Beneficiary in respect of the Property. Grantor covenants promptly to reimburse and pay to Beneficiary on demand, at the place where the Note is payable, the amount of all expenses (including the cost of any insurance, taxes, or other charges) incurred by Beneficiary in connection with Beneficiary's custody, preservation, use, or operation of the Property, together with interest thereon from the date incurred by Beneficiary at the Default Rate, and all such expenses, costs, taxes, insurance, interest, and other charges shall become part of the Obligations and secured by this Deed of Trust. It is agreed, however, that the risk of loss or damage to the Property is on Grantor, and Beneficiary shall have no liability whatsoever for decline in value of the Property, for failure to obtain or maintain insurance on the Property, or for failure to determine whether insurance in force on the Property is adequate as to amount or as to the risks insured. 5.05 Possession After Foreclosure. If the liens or security interests of this Deed of Trust shall be foreclosed by power of Trustee's sale, by judicial action, or otherwise, the purchaser at any such sale shall receive, as an incident to Trustee's ownership, immediate possession of the property purchased, and if Grantor or Grantor's successors shall hold possession of said property or any part thereof, subsequent to foreclosure, Grantor and Grantor's successors shall be considered as tenants at sufferance of the purchaser at foreclosure sale (without limitation of other rights or remedies, at a reasonable rental per day, due and payable daily, based upon the value of the portion of the Property so occupied), and anyone occupying such portion of the Property after demand is made for possession thereof shall be guilty of forcible detainer and shall be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages by reason thereof are hereby expressly waived. 5.06 Application of Proceeds. Unless otherwise specified in the Loan Agreement, the proceeds from any sale, lease, or other disposition of the Property made pursuant to this Article, the proceeds from the surrender of any insurance policies pursuant to Subsection 5.02(g), the Rents collected by Beneficiary Ml Deed of Trust Leasehold Deed of Trust(3004778.2).docx from the Property (except Rents received pursuant to Article 7), the reserves required by Section 8.03, any sums received pursuant to Section 8.01, or proceeds from insurance which Beneficiary elects to apply to the Obligations pursuant to Section 8.02, shall be applied by Trustee, or by Beneficiary, as the case may be, as follows: first, to the payment of all expenses of advertising, selling, and conveying the Property or any part of the Property, including reasonable attorneys' fees; second, to accrued interest on the Obligations; third, to principal on the matured portion of the Obligations; fourth, to prepayment of the unmatured portion, if any, of the Obligations applied to installments of principal in inverse order of maturity; and fifth, the balance, if any, remaining after the full and final payment and performance of the Obligations, to the Person or Persons legally entitled to such proceeds. 5.07 Abandonment of Sale. In the event a foreclosure under this Deed of Trust is commenced by Trustee in accordance with Subsection 5.02(d), Beneficiary may, at any time before the sale, direct Trustee to abandon the sale, and may then institute suit for the collection of the Note and for the foreclosure of the liens and security interests of this Deed of Trust or the other Loan Documents. If Beneficiary should institute a suit for the collection of the Note and for a foreclosure of the liens and security interests of this Deed of Trust or the other Loan Documents, Beneficiary may, at any time before the entry of a final judgment in said suit, dismiss the same and require Trustee to sell the Property or any part of the Property in accordance with the provisions of this Deed of Trust. 5.08 Payment of Fees. If the Note or any other part of the Obligations shall be collected or enforced by legal proceedings, whether through a probate or bankruptcy court or otherwise, or shall be placed in the hands of an attorney for collection after maturity, whether matured by the expiration of time or by an option given to Beneficiary to mature same, or if Beneficiary becomes a party to any suit where this Deed of Trust or the Property or any part of the Property is involved, Grantor agrees to pay Beneficiary's attorneys' and collection fees, and such fees shall become part of the Obligations and secured by this Deed of Trust. 5.09 Miscellaneous. (a) In case Beneficiary shall have proceeded to invoke any right, remedy, recourse, or power permitted under the Loan Documents and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right to do so and, in such event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Loan Documents, the Property, or otherwise, and the rights, remedies, recourses, and powers of Beneficiary shall continue as if same had never been invoked. (b) In addition to the remedies set forth in this Deed of Trust and the other Loan Documents, upon the occurrence of an Event of Default, Beneficiary and Trustee shall have all other remedies available to them at law or in equity. (c) All rights, remedies, and recourses of Beneficiary granted in the Note, this Deed of Trust, the other Loan Documents, any other pledge of collateral, or otherwise available at law or in equity: (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively, or concurrently against Grantor, the Property, or any one or more of them, at the sole discretion of Beneficiary; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse; (iv) shall be nonexclusive; (v) shall not be conditioned upon Beneficiary exercising or pursuing any right, remedy, or recourse in relation to the Property prior to Beneficiary bringing suit to recover, or suit on, the Obligations; and (vi) in the event Beneficiary elects to bring suit on the Obligations and obtains a judgment against Grantor with respect to same prior to exercising any rights, remedies, or recourses in 17 Deed of Trust Leasehold Deed of Trust(3004778.2).docx relation to the Property, all liens and security interests, including the lien of this Deed of Trust, shall remain in full force and effect and may be exercised at Beneficiary's option. (d) Beneficiary may release, regardless of consideration, any part of the Property without in any way impairing, affecting, subordinating, or releasing the lien or security interests evidenced by this Deed of Trust or the other Loan Documents as to the remainder of the Property, or otherwise affecting in any way the obligations of Grantor or any other party to pay, perform, and discharge the Obligations. For payment of the Obligations, Beneficiary may resort to any of the collateral therefor in such order and manner as Beneficiary may elect. All collateral taken by Beneficiary shall be taken, considered and held as cumulative and no collateral taken by Beneficiary before or after the date of this Deed of Trust shall in any manner impair or affect the collateral given pursuant to this Deed of Trust or any other Loan Document. (e) Grantor hereby irrevocably and unconditionally waives and releases: (i) all benefits that might accrue to Grantor by virtue of any present or future Governmental Requirement exempting the Property from attachment, levy, or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption, or extension of time for payment; (ii) all notices, if applicable, of any Default or Event of Default or of Trustee's exercise of any right, remedy, or recourse provided for under this Deed of Trust or any other Loan Document; and (iii) any right to a marshaling of assets or a sale in inverse order of alienation. (f) Grantor and Beneficiary mutually agree that there are no, nor shall there be any, implied covenants of good faith and fair dealing or other similar covenants or agreements in this Deed of Trust, the Note, and the other Loan Documents. All agreed contractual or common law duties between the parties referenced herein are expressly set forth in this Deed of Trust, the Note, and the other Loan Documents. 5.10 Indemnification of Trustee. Except for gross negligence or willful misconduct, Trustee shall not be liable for any act or omission or error of judgment. Trustee may rely on any document believed by Trustee in good faith to be genuine. All money received by Trustee shall, until used or applied as provided in this Deed of Trust, be held in trust, but need not be segregated (except to the extent required by law), and Trustee shall not be liable for interest thereon. GRANTOR SHALL INDEMNIFY TRUSTEE AGAINST ALL LIABILITY AND EXPENSES WHICH TRUSTEE MAY INCUR IN THE PERFORMANCE OF TRUSTEE'S DUTIES UNDER THIS DEED OF TRUST. 5.11 Substitute Trustee. Beneficiary may appoint a substitute Trustee: (a) if Trustee or any substitute Trustee shall die, resign, or fail, refuse, or be unable, for any reason, to make any foreclosure sale or to perform any of the trusts set forth in this Deed of Trust; or (b) at the option of Beneficiary from time to time as often and whenever Beneficiary prefers and with or without any reason or cause. Each appointment shall be in writing, but without the necessity of recordation, notice to Grantor, or any other action or formality. Each substitute trustee so appointed shall thereupon by such appointment become Trustee and succeed to all the estates, titles, rights, powers, trusts, and duties of the predecessor Trustee. Any such appointment may be made by Beneficiary or any authorized representative of Beneficiary, and such appointment shall be presumed conclusively to have been made with due and proper authority. Without limiting the generality of the foregoing, if Beneficiary is a corporation, bank, or association, of any type or character, such appointment may be made on its behalf by any officer of Beneficiary and shall be presumed conclusively to have been made with due and proper authority without necessity of proof of any action by the board of directors or any other applicable governing body or authority. 18 Deed of Trust Leasehold Deed of Trust(3004778.2).docx ARTICLE 6 SECURITY AGREEMENT AND FINANCING STATEMENT This Deed of Trust is also a security agreement between Grantor, as debtor, and Beneficiary, as secured party. Grantor hereby GRANTS, BARGAINS, CONVEYS, ASSIGNS, TRANSFERS, and SETS OVER to Trustee and Beneficiary and such parties' successors and assigns, a first and prior security interest in those portions of the Property, other than the Land and Improvements, which constitute personal property (excluding inventory and other trade or business movable personal property), whether tangible or intangible, and each and every part of such property, and in all proceeds from the sale, lease, or other disposition of such property, and in all sums, proceeds, funds, and reserves described or referred to in Sections 8.01, 8.02, and 8.03. However, the grant of a security interest in proceeds shall not be deemed to authorize any action otherwise prohibited in this Deed of Trust. In addition to Beneficiary's rights under this Deed of Trust or otherwise, Beneficiary shall have all of the rights of a secured party under the Code. Furthermore, without limiting Beneficiary's rights under this Deed of Trust, Grantor authorizes Beneficiary to file financing statements and financing statement amendments under the provisions of the Code. In addition, Grantor, from time to time, upon each request of Beneficiary, shall promptly: (a) execute and deliver to Beneficiary such other documents as required by Beneficiary in order to establish or maintain the validity, perfection, or priority of the security interest with respect to the Personalty or Fixtures; (b) pay to Beneficiary on demand all costs of preparation and filing of financing statements pursuant to this Article 6 and all costs of UCC searches reasonably required by Beneficiary; and (c) give to Beneficiary a certificate in form satisfactory to Beneficiary listing all trade names of Grantor and under which Grantor operates or intends to operate the Property or any part of the Property, and give to Beneficiary advance written notice of any proposed change of any such trade name and of any change of name (or trade name or assumed name), identity, or structure of Grantor. A copy of this Deed of Trust or of a financing statement executed pursuant to this Deed of Trust is sufficient as a financing statement. This Deed of Trust is, without limitation, intended to be a financing statement filed as a fixture filing with respect to the portions of the Property which are or are to become fixtures, and as mineral, crop, and timber filing. The address of Grantor (debtor) is specified on its signature page to this Deed of Trust, and the address of Beneficiary (secured party) from whom information concerning the security interest may be obtained is set forth in Article 1. Grantor is the record owner of the Property. Grantor's jurisdiction of organization is specified in Article 1. ARTICLE 7 ASSIGNMENT OF RENTS; LEASES 7.01 Assignment of Rents. (a) Grantor hereby collaterally assigns to Beneficiary all of Grantor's right, title, and interest in and to all current and future Rents (but not Leases) pursuant to the terms of TARA. (b) Without in any way limiting Grantor's obligations under the Loan Documents, at any time upon the occurrence and during the continuance of any Event of Default, Beneficiary may deliver written notice as provided in TARA in accordance with Section 10.12 to Grantor and, within five (5) days after delivery of such notice and without further notice and cure period (Grantor hereby waiving the 30 -day notice requirement provided for in TARA and any right to withhold any amount permitted under Section 64.060(a) of TARA for expenses), Grantor will remit to Beneficiary payment of all prepaid Rents for future periods, accrued unpaid Rents, and Rents accruing thereafter to Beneficiary, without any deduction, setoff, or other reduction of any kind. Neither this assignment nor the receipt of Rents by Beneficiary shall effect apro tanto payment of the Obligations, and no credit shall be given to Grantor for any Rents until the money is actually 19 Deed of Trust Leasehold Deed of Trust(3004778.2).docx received and is applied to the Obligations by Beneficiary. No such credit shall be given for any Rents collected or released after foreclosure or other transfer of the Property to Beneficiary or any other third party. (c) Beneficiary may apply all such sums or any part thereof it receives, after the payment of all of its expenses (including costs and attorneys' fees), to one or more of the following: (i) on the Obligations secured by this Deed of Trust in such manner as Beneficiary elects (without regard to Section 64.058 of the Texas Property Code) until paid in full, whether due or not; (ii) as otherwise permitted under the terms of this Deed of Trust or any of the other Loan Documents; or (iii) as specifically hereafter agreed to with Grantor in writing with respect to the payment received. 7.02 Warranties Concerning Leases and Rents. Grantor represents and warrants that: (a) Grantor has good title to the Leases and Rents and authority to assign them, and no other Person has any right, title, or interest in the Leases or Rents; (b) all existing Leases are valid, unmodified and in full force and effect, except as indicated in this Deed of Trust, and no default or event of default exists under the Leases; (c) unless otherwise provided in this Deed of Trust, no Rents have been or will be assigned, mortgaged, or pledged; (d) no Rents have been or will be anticipated, waived, released, discounted, set off, or compromised; (e) except as indicated in the Leases, Grantor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; and (f) all Leases shall specify United States addresses for notice to tenants and prohibit prepayment of Rent more than one month in advance. 7.03 Grantor's Covenants of Performance. Grantor covenants to: (a) perform all of its obligations under the Leases and give prompt written notice to Beneficiary of any failure to do so; (b) give immediate notice to Beneficiary of any notice Grantor receives from any tenant or subtenant under any Leases, specifying any claimed default by any party under such Leases, excluding, however, notices of default under residential leases; (c) enforce each tenant's obligations under the Leases; (d) defend, at Grantor's expense, any proceeding pertaining to the Leases, including, if Beneficiary so requests, any such proceeding to which Beneficiary is a party; (e) neither create nor permit any encumbrance upon its interest as lessor of the Leases, except this Deed of Trust and any other encumbrances permitted by this Deed of Trust; and (f) cause all Leases executed after the Effective Date to be expressly made subject to the provisions of TARA and include the following covenants: 20 Deed of Trust Leasehold Deed of Trust(3004778.2).docx (i) that upon the receipt by the tenant of a Notice to Pay Rents to Person Other Than Landlord ("NPROL") provided by Beneficiary pursuant to TARA, whether prior to or after an Event of Default, such tenant shall (1) immediately turn over all Rents and Proceeds Beneficiary is entitled to collect under TARA; (2) not deduct any portion of the Rents for any purpose, notwithstanding any provision of TARA, this Deed of Trust, or any other Loan Document; and (3) shall pay all Rents as they accrue to Beneficiary; and (ii) that all tenants waive any right to delay payment of rent contemplated by TARA. 7.04 Prior Approval for Actions Affecting Leases. Grantor shall not, without the prior written consent of Beneficiary: (a) receive or collect Rents more than one month in advance; (b) encumber or assign future Rents; (c) waive or release any material obligation of any tenant under the Leases; (d) cancel, terminate, or modify any of the Leases; cause or permit any cancellation, termination, or surrender of any of the Leases; or commence any proceedings for dispossession of any tenant under any of the Leases, except upon default by such tenant thereunder; (e) renew or extend any of the Leases, except pursuant to terms in existing Leases; (f) permit any assignment of the Leases; or (g) enter into any Leases after the Effective Date. 7.05 Settlement for Termination. Grantor agrees that no settlement for damages for termination of any of the Leases under any Debtor Relief Laws or otherwise shall be made without the prior written consent of Beneficiary, and any check in payment of such damages will be made payable to both Grantor and Beneficiary, whether or not a Default or Event of Default then exists. Grantor hereby assigns any such payment, whether by check or other method, to Beneficiary to be applied to the Obligations as Beneficiary may elect and agrees to endorse any check for such payment to the order of Beneficiary. 7.06 Beneficiary in Possession. Beneficiary's acceptance of this assignment shall not, prior to entry upon and taking possession of the Property by Beneficiary, be deemed to render Beneficiary a "mortgagee in possession," nor obligate Beneficiary to appear in or defend any proceedings related to any of the Leases or to the Property, take any action under this Deed of Trust, expend any money, incur any expenses, or perform any obligation or liability under the Leases, or assume any obligation for any deposits delivered to Grantor by any tenant and not delivered to Beneficiary. Beneficiary shall not be liable for any injury or damage to any Person or property in or about the Property. 7.07 Appointment of Attorney. Grantor hereby irrevocably appoints Beneficiary its attorney -in - fact, coupled with an interest, empowering Beneficiary to subordinate any Leases to this Deed of Trust. 7.08 INDEMNIFICATION. GRANTOR HEREBY INDEMNIFIES AND HOLDS EACH INDEMNIFIED PARTY HARMLESS FROM ALL LIABILITY, DAMAGE, OR EXPENSE IMPOSED ON OR INCURRED BY ANY INDEMNIFIED PARTY FROM ANY CLAIMS UNDER THE LEASES, INCLUDING ANY CLAIMS BY GRANTOR WITH RESPECT TO PAYMENTS 21 Deed of Trust Leasehold Deed of Trust(3004778.2).docx OF RENTS MADE DIRECTLY TO ANY INDEMNIFIED PARTY AFTER DEFAULT OR EVENT OF DEFAULT AND CLAIMS BY ANY TENANT FOR SECURITY DEPOSITS OR FOR RENTAL PAYMENTS MORE THAN ONE (1) MONTH IN ADVANCE AND NOT DELIVERED TO ANY INDEMNIFIED PARTY. ALL AMOUNTS INDEMNIFIED AGAINST UNDER THIS DEED OF TRUST, INCLUDING ATTORNEYS' FEES, IF PAID BY AN INDEMNIFIED PARTY SHALL BEAR INTEREST AT THE MAXIMUM LAWFUL RATE AND SHALL BE PAYABLE BY GRANTOR AND SECURED BY THIS DEED OF TRUST IN ACCORDANCE WITH SECTION 2.02. THE FOREGOING INDEMNITIES SHALL NOT TERMINATE UPON THE FORECLOSURE, RELEASE, OR OTHER TERMINATION OF THIS DEED OF TRUST BUT SHALL SURVIVE FORECLOSURE OF THIS DEED OF TRUST OR CONVEYANCE IN LIEU OF FORECLOSURE, THE REPAYMENT OF THE OBLIGATIONS, AND THE DISCHARGE AND RELEASE OF THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS. 7.09 Records. Upon request by Beneficiary, Grantor shall deliver to Beneficiary executed copies of all Leases, Rent rolls in a format acceptable to Beneficiary, and copies of all records related thereto. 7.10 Merger. There shall be no merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Beneficiary. 7.11 Right to Rely. Grantor hereby irrevocably authorizes and directs the tenants to pay Rents, including all accrued but unpaid Rents, to Beneficiary upon receipt of a NPROL from Beneficiary as provided in TARA, without further consent of Grantor. Any such payment to Beneficiary shall constitute payment to Grantor under the Leases. The provisions of this Section are intended solely for the benefit of the tenants and shall never inure to the benefit of Grantor or any Person claiming through or under Grantor, other than a tenant who has not received such notice. The assignment of Rents set forth in Section 7.01 is not contingent upon any notice or demand by Beneficiary to the tenants. ARTICLE 8 SPECIAL PROVISIONS 8.01 Condemnation Proceeds. Beneficiary shall be entitled to receive any and all sums which may be awarded or become payable to Grantor for the condemnation of the Property or any part of the Property, for public or quasi -public use, or by virtue of private sale in lieu of condemnation, and any sums which may be awarded or become payable to Grantor for damages caused by public works or construction on or near the Property. All such sums are hereby assigned to Beneficiary, and Grantor shall, upon request of Beneficiary, make, execute, acknowledge, and deliver any and all additional assignments and documents as may be necessary from time to time to enable Beneficiary to collect and receive any such sums. Beneficiary shall not, under any circumstances, be liable or responsible for failure to collect, or failure to exercise diligence in the collection of, any such sums. Any sums received by Beneficiary as a result of condemnation shall be applied to installments on the Obligations in inverse order of maturity. 8.02 Insurance Proceeds. The proceeds of any and all insurance upon the Property shall be collected by Beneficiary, and Beneficiary shall have the option, in Beneficiary's sole discretion, to apply any proceeds so collected either to the restoration of the Property or to the liquidation of the Obligations. Notwithstanding anything contained in this Deed of Trust or any other Loan Document to the contrary, Borrower unconditionally agrees to restore, repair, replace or rebuild the Property, as applicable, following the occurrence of any damage or destruction of the Property, and, in each case, Borrower shall promptly commence and at all times diligently pursue such restoration, repair, replacement or rebuilding regardless of the sufficiency of any insurance proceeds and whether any insurance proceeds are received by or otherwise made available to Borrower. 22 Deed of Trust Leasehold Deed of Trust(3004778.2).docx 8.03 Reserve for Taxes. Assessments, and Insurance Premiums. Upon Grantor's failure to perform the covenants of this Deed of Trust concerning the delivery to Beneficiary of evidence of the payment of taxes and insurance premiums on the Property and upon written request by Beneficiary, Grantor shall create a fund or reserve for the payment of all insurance premiums, taxes, and assessments against or affecting the Property by paying to Beneficiary, on the first day of each calendar month prior to the maturity of the Note, a sum equal to the premiums that will next become due and payable on the property insurance policies covering the Property or any part thereof, plus taxes and assessments next due on the Property or any part of the Property as estimated by Beneficiary, less all sums paid previously to Beneficiary therefor divided by the number of months to elapse before one (1) month prior to the date when such premiums, taxes, and assessments will become due; such sums to be held by Beneficiary without interest, unless interest is required by applicable law, for the purposes of paying such premiums, taxes, and assessments. Any excess reserve shall, at the discretion of Beneficiary, be credited by Beneficiary on subsequent reserve payments or subsequent payments to be made on the Note by the maker thereof, and any deficiency shall be paid by Grantor to Beneficiary on or before the date when such premiums, taxes, and assessments shall become delinquent. In the event there exists deficiency in such fund or reserve at any time when taxes, assessments, or insurance premiums are due and payable, Beneficiary may, but shall not be obligated to, advance the amount of such deficiency on behalf of Grantor, and such amounts so advanced shall become part of the Obligations and secured by this Deed of Trust, shall be immediately due and payable, and shall bear interest at the Default Rate from the date of such advance through and including the date of repayment. Transfer of legal title to the Property shall automatically transfer the interest of Grantor in all sums deposited with Beneficiary under the provisions of this Deed of Trust or otherwise. 8.04 Right to Accelerate Upon Transfer. If Grantor shall sell, convey, assign, or transfer all or any part of the Property or any interest in the Property or any beneficial interest in Grantor, Beneficiary may, at Beneficiary's option, without demand, presentment, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or other notice, or any other action, all of which are hereby waived by Grantor and all other parties obligated in any manner on the Obligations, declare the Obligations to be immediately due and payable, which option may be exercised at any time following such sale, conveyance, assignment, or transfer, and upon such declaration the entire unpaid balance of the Obligations shall be immediately due and payable. Beneficiary may, in Beneficiary's sole discretion and at Grantor's request, decide not to exercise said option, in which event Beneficiary's forbearance may be predicated on such terms and conditions as Beneficiary may, in Beneficiary's sole discretion, require, including Beneficiary's approval of the transferee's creditworthiness and management ability, the execution and delivery to Beneficiary by transferee prior to the sale, transfer, assignment, or conveyance of a written assumption agreement containing such terms as Beneficiary may require, including a payment of a part of the principal amount of the Obligations, an increase in the rate of interest payable with respect to the Obligations, the payment of an assumption fee, a modification of the term of the Obligations, and such other terms as Beneficiary may require, or Beneficiary may require any of such modifications of the terms of the Obligations without requiring an assumption thereof by the transferee. Should the Property be sold, traded, transferred, assigned, exchanged, or otherwise disposed of without the prior written consent of Beneficiary and should payment of any portion of the Obligations thereafter be accepted by Beneficiary, such acceptance shall not be deemed a waiver of the requirement of Beneficiary's consent in writing thereto or with respect to any other sale, trade, transfer, assignment, exchange, or other disposition. Notwithstanding the foregoing, said option shall not apply in case of sales or transfers of items of the Fixtures which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes having a value equal to or greater than the replaced items when new. 8.05 Subordinate Financing. If Grantor, without the prior written consent of Beneficiary, executes or delivers any pledge, security agreement, mortgage, or deed of trust covering all or any portion of the Property ("Subordinate Mortgage"), Beneficiary may, at Beneficiary's option, which option may be exercised at any time following such pledge, security agreement, mortgage, or deed of trust, without 23 Deed of Trust Leasehold Deed of Trust(3004778.2).docx demand, presentment, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or other notice, or any other action, all of which are hereby waived by Grantor and all other Obligated Parties, declare the Obligations to be immediately due and payable. In the event of consent by Beneficiary to the granting of a Subordinate Mortgage, or in the event the above -described right of Beneficiary to declare the Obligations to be immediately due and payable upon the granting of a Subordinate Mortgage without the prior written consent of Beneficiary is determined by a court of competent jurisdiction to be unenforceable under the provisions of any applicable law, Grantor will not execute or deliver any Subordinate Mortgage unless (a) it shall contain express covenants to the effect that: (i) the Subordinate Mortgage is in all respects unconditionally subject and subordinate to the liens and security interests evidenced by this Deed of Trust and each term and provision of this Deed of Trust, including the assignment of Rents contained in Section 7.01; (ii) if any action or proceeding shall be instituted to foreclose the Subordinate Mortgage (regardless of whether the same is a judicial proceeding or pursuant to a power of sale contained in such Subordinate Mortgage), no tenant of any portion of the Property will be named as a party defendant, nor will any action be taken with respect to the Property which would terminate any Lease without the prior written consent of Beneficiary; (iii) the Rents, if collected through a receiver or by the holder of the Subordinate Mortgage, shall be applied first to the Obligations, including principal and interest due and owing on or to become due and owing on the Note and the other indebtedness secured by this Deed of Trust, and then to the payment of maintenance, operating charges, taxes, assessments, and disbursements incurred in connection with the ownership, operation, and maintenance of the Property; and (iv) if any action or proceeding shall be brought to foreclose the Subordinate Mortgage (regardless of whether the same is a judicial proceeding or pursuant to a power of sale contained therein), written notice of the commencement of such action or proceeding shall be given to Beneficiary contemporaneously with the commencement of same, and (b) a copy of the Subordinate Mortgage shall have been delivered to Beneficiary not less than ten (10) days prior to the date of the execution of such Subordinate Mortgage. 8.06 Appraisals. Upon written request of Beneficiary, Grantor agrees to reimburse Beneficiary for the full cost of narrative appraisals of the Property, such appraisals being required from time to time in Beneficiary's sole discretion to re-evaluate the current value of the Property due to (a) a deterioration of Grantor's revenue from the Property, (b) an increase in Grantor's operating expenses for the Property, or (c) other events which would suggest a deterioration in the value of the Property. Each appraisal shall be ordered directly by Beneficiary from an appraiser satisfactory to Beneficiary and shall be in form and substance necessary to comply with all applicable Governmental Requirements. Grantor shall reimburse Beneficiary for any requested appraisal expenses within 30 days from the date of the written request by Beneficiary. Appraisals may be ordered by Beneficiary at any time in its sole and absolute discretion, but Grantor is required to reimburse Beneficiary for only one appraisal in any calendar year and (y) any appraisal ordered after the occurrence of a Default or Event of Default, and (z) any appraisal otherwise required under the Loan Documents, such as in connection with an extension of the maturity date or a casualty or condemnation. Failure of Grantor to reimburse Beneficiary for any such appraisals shall constitute an Event of Default under this Deed of Trust. 8.07 Waiver of Deficiency Statute. (a) In the event an interest in any of the Property is foreclosed upon pursuant to a judicial or non judicial foreclosure sale, Grantor agrees as follows: Notwithstanding the provisions of Sections 51.003, 51.004, and 51.005 of the Texas Property Code, and to the extent permitted by applicable law, Grantor agrees that Beneficiary shall be entitled to seek a deficiency judgment from Grantor and any other party obligated on the Note equal to the difference between the amount owing on the Note and the amount for which the Property was sold pursuant to a judicial or non - judicial foreclosure sale. Grantor expressly recognizes that this Section constitutes a waiver of the above -cited provisions of the Texas Property Code which would otherwise permit Grantor and other Persons against whom recovery of any deficiency is sought or any Obligated Party 24 Deed of Trust Leasehold Deed of Trust(3004778.2).docx independently (even absent the initiation of deficiency proceedings against them) to present competent evidence of the fair market value of the Property as of the date of the foreclosure sale and offset against any deficiency the amount by which the foreclosure sale price is determined to be less than such fair market value. Grantor further recognizes and agrees that this waiver creates an irrebuttable presumption that the foreclosure sale price is equal to the fair market value of the Property for purposes of calculating any deficiency owed by Grantor, any Obligated Party, or others against whom recovery of a deficiency is sought. (b) Alternatively, in the event the waiver provided for in Subsection (a) above is determined by a court of competent jurisdiction to be unenforceable, the following shall be the basis for the fmder of fact's determination of the fair market value of the Property as of the date of any foreclosure sale in proceedings governed by Sections 51.003, 51.004, and 51.005 of the Texas Property Code: (i) the Property shall be valued in an "as is" condition as of the date of the foreclosure sale, without any assumption or expectation that the Property will be repaired or improved in any manner before a resale of the Property after foreclosure; (ii) the valuation shall be based upon an assumption that the foreclosure purchaser desires a resale of the Property for cash promptly (but no later than twelve (12) months) following the foreclosure sale; (iii) all closing costs customarily borne by the seller in commercial real estate transactions should be deducted from the gross fair market value of the Property, including brokerage commissions, title insurance, a survey of the Property, tax prorations, attorneys' fees, and marketing costs; (iv) the gross fair market value of the Property shall be further discounted to account for any estimated holding costs associated with maintaining the Property pending sale, including utilities expenses, property management fees, taxes, and assessments (to the extent not accounted for in (iii) above), and other maintenance, operational, and ownership expenses; and (v) any expert opinion testimony given or considered in connection with a determination of the fair market value of the Property must be given by Persons having at least five (5) years' experience in appraising property similar to the Property and who have conducted and prepared a complete written appraisal of the Property taking into consideration the factors set forth above. 8.08 Collateral Protection Notice. In case of Grantor's failure to keep the Property properly insured as required by the Loan Documents, Beneficiary, after notice to Grantor, at its option may (but shall not be required to) obtain such required insurance at Grantor's sole expense. TEXAS FINANCE CODE SECTION 307.052 COLLATERAL PROTECTION INSURANCE NOTICE: (A) GRANTOR IS REQUIRED TO (I) KEEP THE MORTGAGED PROPERTY INSURED AGAINST DAMAGE IN THE AMOUNT SPECIFIED IN THIS DEED OF TRUST OR OTHER APPLICABLE LOAN DOCUMENT, (II) PURCHASE THE INSURANCE FROM AN INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE SURPLUS LINES INSURER OR OTHERWISE AS PROVIDED IN THIS DEED OF TRUST OR OTHER APPLICABLE LOAN DOCUMENT, AND (III) NAME BENEFICIARY AS THE PERSON TO BE PAID UNDER THE POLICY IN THE EVENT OF A LOSS AS PROVIDED IN THIS DEED OF TRUST OR OTHER APPLICABLE LOAN DOCUMENT; (B) SUBJECT TO THE PROVISIONS OF THIS DEED OF TRUST OR OTHER APPLICABLE LOAN DOCUMENT, GRANTOR MUST, IF REQUIRED BY BENEFICIARY, DELIVER TO BENEFICIARY A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF PREMIUMS; AND (C) SUBJECT TO THE PROVISIONS OF THIS DEED OF TRUST OR OTHER APPLICABLE LOAN DOCUMENT, IF GRANTOR FAILS TO MEET ANY REQUIREMENT LISTED IN THE FOREGOING SUBPARTS (A) OR (B), BENEFICIARY MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF GRANTOR AT GRANTOR'S SOLE COST AND EXPENSE. 8.09 Contest of Certain Claims. Notwithstanding any other provision of this Deed of Trust, Grantor shall not be in default for failure to pay or discharge any tax, assessment, or mechanic's or 25 Deed of Trust Leasehold Deed of Trust(3004778.2).docx materialman's lien asserted against the Property if, and so long as: (a) Grantor shall have notified Beneficiary of same within five days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings diligently conducted which shall operate to prevent the enforcement or collection of the same and the sale of all or any a part of the Property, to satisfy the same; (c) Grantor shall have furnished to Beneficiary a cash deposit, or an indemnity bond satisfactory to Beneficiary with a surety satisfactory to Beneficiary, in the amount of the tax, assessment, or mechanic's or materialman's lien claim, plus an additional sum to pay all costs, interest, and penalties that may be imposed or incurred in connection therewith, to assure payment of the matters under contest, and to prevent any sale or forfeiture of the Property or any part thereof; (d) Grantor shall promptly upon final determination thereof pay the amount of any such tax, assessment, or claim so determined, together with all costs, interest, and penalties which may be payable in connection therewith; (e) the failure to pay the tax, assessment, or mechanic's or materialman's lien claim does not constitute a default under any other deed of trust, mortgage, or security interest covering or affecting any part of the Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do, Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such tax, assessment, or claim notwithstanding such contest, if in the reasonable opinion of Beneficiary the Property shall be in jeopardy or in danger of being forfeited or foreclosed. Beneficiary may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Beneficiary, the entitlement of such claimant is established. ARTICLE 9 CONCERNING THE TRUSTEE 9.01 No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust created by this Deed of Trust or to institute, appear in, or defend any action, suit, or other proceeding in connection with this Deed of Trust where, in Trustee's opinion, such action, suit, or other proceeding would likely lead to expense or liability incurred by Trustee, unless requested to do so by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to Trustee against any and all cost, expense, and liability arising therefrom. Trustee shall not be responsible for: (a) the execution, acknowledgment, or validity of the Loan Documents; (b) the proper authorization of the Loan Documents; or (c) the sufficiency of the Lien purported to be created by this Deed of Trust, and Trustee makes no representation in respect thereof or in respect of the rights, remedies, and recourses of Beneficiary under this Deed of Trust. 9.02 Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ, and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising under this Deed of Trust, including the preparation, execution, and interpretation of the Loan Documents, and shall be fully protected in relying as to legal matters on the advice of such counsel; (b) to execute any of the trusts and powers of this Deed of Trust and to perform any duty under this Deed of Trust either directly or through Trustee's agents or attorneys; (c) to select and employ, in and about the execution of Trustee's duties under this Deed of Trust, suitable accountants, engineers, and other experts, agents, and attorneys -in -fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineer, or other expert, agent, or attorney -in -fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee's gross negligence or willful misconduct; and (d) any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary's rights under this Deed of Trust. Trustee shall not be personally liable in case of entry by Trustee, or anyone entering by virtue of the powers granted to Trustee in this Deed of Trust, upon the Property for debts contracted for or liability or damages incurred in the management or operation Deed of Trust Leasehold Deed of Trust(3004778.2).docx of the Property. Trustee shall have the right to rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by Trustee under this Deed of Trust, believed by Trustee in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by Trustee in the performance of Trustee's duties under this Deed of Trust and to reasonable compensation for such of Trustee's services under this Deed of Trust as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee under this Deed of Trust and reimburse Trustee for, and save Trustee harmless against, any and all liability and expenses which may be incurred by Trustee in the performance of Trustee's duties. 9.03 Retention of Money. All moneys received by Trustee shall, until used or applied as provided in this Deed of Trust, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by applicable law), and Trustee shall be under no liability for interest on any moneys received by Trustee under this Deed of Trust. 9.04 Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing or verbally to Beneficiary. If Trustee shall die, resign, or become disqualified from acting in the execution of this trust, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee or multiple substitute trustees, or successive substitute trustees or successive multiple substitute trustees, to act instead of the aforementioned Trustee, Beneficiary shall have full power to appoint a substitute trustee (or, if preferred, multiple substitute trustees) in succession who shall succeed (and if multiple substitute trustees are appointed, each of such multiple substitute trustees shall succeed) to all of the estates, rights, powers, and duties of the aforementioned Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforementioned Trustee, or his successor or successors in this trust, shall do lawfully by virtue of this Deed of Trust. If multiple substitute Trustees are appointed, each of such multiple substitute Trustees shall be empowered and authorized to act alone without the necessity of the joinder of the other multiple substitute trustees, whenever any action or undertaking of such substitute trustees is requested or required under or pursuant to this Deed of Trust or applicable law. 9.05 Perfection of Appointment. Should any deed, conveyance, or instrument of any nature be required from Grantor by any Trustee or substitute Trustee to more fully and certainly vest in and confirm to the Trustee or substitute Trustee, as applicable, such estates, rights, powers, and duties, then, upon request by the Trustee or substitute Trustee, as applicable, any and all such deeds, conveyances, and instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded and/or filed by Grantor. 9.06 Succession Instruments. Any substitute Trustee appointed pursuant to any of the provisions of this Deed of Trust shall, without any further act, deed, or conveyance, become vested with all of the estates, properties, rights, powers, and trusts of its or his predecessor in the rights under this Deed of Trust with like effect as if originally named as Trustee in this Deed of Trust; notwithstanding the foregoing, however, upon the written request of Beneficiary or of the substitute Trustee, as applicable, the Trustee ceasing to act shall execute and deliver any instrument transferring to such substitute Trustee, upon the trusts expressed in this Deed of Trust, all of the estates, properties, rights, powers, and trusts of the Trustee so ceasing to act, and shall duly assign, transfer, and deliver any of the property and moneys held by such Trustee to the substitute Trustee so appointed in the Trustee's place. 9.07 No Representation by Trustee or Beneficiary. By accepting or approving anything required to be observed, performed, or fulfilled or to be given to Trustee or Beneficiary pursuant to the Loan 27 Deed of Trust Leasehold Deed of Trust(3004778.2).docx Documents, including any officer's certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness, or legal effect of the same, or of any term, provision, or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty or affirmation with respect thereto by Trustee or Beneficiary. ARTICLE 10 MISCELLANEOUS 10.01 Covenants Running with the Land; Release. The Obligations contained in this Deed of Trust and the other Loan Documents are intended by Grantor, Beneficiary, and Trustee to be, and shall be construed as, covenants running with the Property until the lien of this Deed of Trust has been fully released by Beneficiary. If the Obligations are paid in full in accordance with the terms of this Deed of Trust and the other Loan Documents, and if Grantor shall well and truly perform all of Grantor's covenants contained in this Deed of Trust, then this conveyance shall become null and void and be released at Grantor's request and expense, and Beneficiary shall have no further obligation to make advances under and pursuant to the provisions of this Deed of Trust or the other Loan Documents. 10.02 Rights Cumulative. Beneficiary shall have all rights, remedies, and recourses granted in the Loan Documents and available at law or in equity (including those granted by the Code and applicable to the Property or any portion of the Property), and the same (a) shall be cumulative and concurrent, (b) may be pursued separately, successively, or concurrently against Grantor or others obligated for the Obligations or any part of the Obligations, or against any one or more of them, or against the Property, at the sole discretion of Beneficiary, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise, discontinuance of the exercise of, or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (d) are intended to be, and shall be, nonexclusive. All rights and remedies of Beneficiary under this Deed of Trust and under the other Loan Documents shall extend to any period after the initiation of foreclosure proceedings, judicial or otherwise, with respect to the Property. 10.03 Waiver. Any and all covenants in this Deed of Trust may, from time to time, by instrument in writing signed by Beneficiary and delivered to Grantor, be waived to such extent and in such manner as Beneficiary may desire, but no such waiver shall ever affect or impair Beneficiary's rights, remedies, powers, privileges, liens, titles, and security interests under this Deed of Trust except to the extent so specifically stated in such written instrument. No waiver of any Default or Event of Default on the part of Grantor or a breach of any of the provisions of this Deed of Trust or of any Loan Document shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers granted in this Deed of Trust shall be construed as a waiver of such rights and powers, and likewise no exercise or enforcement of any rights or powers under this Deed of Trust shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time. No notice to or demand on Grantor in any case shall of itself entitle Grantor to any other or further notice or demand in similar or other circumstances. The granting of any consent or approval by Beneficiary shall be limited to the specific instance and shall not waive or exhaust the requirement of consent or approval in any other instance. Except as otherwise specified in this Deed of Trust, in any instance under this Deed of Trust where Beneficiary's approval or consent is required or the exercise of Beneficiary's judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of Beneficiary, and Beneficiary shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment in any particular manner regardless of the reasonableness of the request or of Beneficiary's judgment. 28 Deed of Trust Leasehold Deed of Trust(3004778.2).docx 10.04 Payments. Remittances in payment of any part of the Obligations other than in the required amount in funds immediately available at the place where the Note is payable shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Beneficiary in funds immediately available at the place where the Note is payable (or such other place as Beneficiary, in Beneficiary's sole discretion, may have established by delivery of written notice thereof to Grantor) and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Beneficiary of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default. 10.05 Exceptions to Covenants. Grantor shall not be deemed to be permitted to take any action or to fail to take any action with respect to any particular covenant or condition contained in this Deed of Trust or in any of the other Loan Documents if the action or omission would result in the breach of any other covenant or condition contained in this Deed of Trust or in any of the other Loan Documents which has not been specifically waived or consented to by Beneficiary, nor shall Beneficiary be deemed to have consented to any such act or omission if the same would provide cause for acceleration of the Obligations as a result of the breach of any other covenant or condition contained in this Deed of Trust or in any of the other Loan Documents which has not been specifically waived or consented to by Beneficiary. 10.06 Change of Security. Any part of the Property may be released, regardless of consideration, by Beneficiary from time to time without impairing, subordinating, or affecting in any way the lien, security interest, and other rights of this Deed of Trust against the remainder. The lien, security interest, and other rights granted hereby shall not be affected by any other security taken for the Obligations or any part of the Obligations. The taking of additional collateral, or the amendment, extension, renewal, increase, or rearrangement of the Obligations or any part of the Obligations, shall not release or impair the lien, security interest, and other rights granted by this Deed of Trust or affect the liability of any endorser or guarantor or improve the right of any junior lienholder; and this Deed of Trust, as well as any instrument given to secure any amendment, renewal, extension, increase, or rearrangement of the Obligations or any part of the Obligations, shall be and remain a first and prior lien, except as otherwise provided in this Deed of Trust or any of the other Loan Documents, on all of the Property not expressly released until the Obligations are fully paid, performed, and discharged. 10.07 Maximum Lawful Rate. The parties referenced herein intend to conform strictly to all applicable usury laws. In no event, whether by reason of demand for payment or acceleration of the maturity of the Obligations or otherwise, shall the interest contracted for, charged, or received by Beneficiary under this Deed of Trust, under the other Loan Documents, or otherwise exceed the Maximum Lawful Rate. If, from any circumstance whatsoever, interest would otherwise be payable to Beneficiary in excess of the Maximum Lawful Rate, the interest payable to Beneficiary shall be reduced automatically to the Maximum Lawful Rate. If Beneficiary shall ever receive anything of value deemed interest under applicable law which would apart from this provision be in excess of the Maximum Lawful Rate, an amount equal to any amount which would have been excessive interest shall be applied to the reduction of the principal amount owing on the Obligations in the inverse order of its maturity and not to the payment of interest, or if such amount of interest which would have been in excess of the Maximum Lawful Rate exceeds the unpaid principal balance of the Obligations, such excess amount shall be refunded to Grantor, or to the maker of the Note or other evidence of indebtedness if other than Grantor. All interest paid or agreed to be paid to Beneficiary shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Obligations so that the amount of interest on account of such indebtedness does not exceed the Maximum Lawful Rate. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit accounts and revolving triparty accounts) apply to the Note and/or any of the Obligations. The provisions of this Section shall control all existing and future agreements between the parties. Grantor hereby agrees that as 29 Deed of Trust Leasehold Deed of Trust(3004778.2).docx a condition precedent to any claim or counterclaim seeking usury penalties against Beneficiary, Grantor will provide written notice to Beneficiary, notifying Beneficiary in reasonable detail of the nature and amount of the violation, and Beneficiary shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Grantor, or to the maker of the Note or other evidence of indebtedness if other than Grantor, or crediting such excess interest against the principal amount owing on the Obligations. 10.08 Effect of Transfer on Grantor's Liability. If the ownership (legal or beneficial) of the Property or any part thereof becomes vested in a Person other than Grantor, or in the event of a change in ownership (legal or beneficial) of any Grantor other than an individual, Beneficiary may, without notice to or consent of Grantor or Grantor's successors, deal with such successor or successors in interest with reference to this Deed of Trust and the Obligations either by way of forbearance on the part of Beneficiary, or extension of time of payment of the Obligations, or release of all or any part of the Property or any other property securing payment of the Obligations, or otherwise, without in any way modifying or affecting Beneficiary's rights and liens under this Deed of Trust or the liability of Grantor or any other party liable for payment of the Obligations, in whole or in part. 10.09 Waiver of Right to Marshal. Grantor hereby waives all rights of marshaling in the event of any foreclosure of the liens and security interests created by this Deed of Trust. 10.10 Subrogation. To the extent that proceeds of the Obligations are used to renew, extend, or pay any outstanding debt or to perform any obligation, such proceeds have been advanced by Beneficiary at Grantor's request, and Beneficiary shall be subrogated to all liens, security interests, rights, priorities, powers, titles, equities, and interests owned or held by any owner or holder of such outstanding debt or obligation, however remote, irrespective of whether the same are released of record, and all of the same are recognized as valid and subsisting and are renewed, continued, and preserved in force to secure the Obligations; provided, however, that if and to the extent Beneficiary desires in each case, the terms and provisions of this Deed of Trust and of the other Loan Documents shall govern the rights and remedies of Beneficiary and shall supersede the terms, provisions, rights, and remedies under any lien, security interest, charge, or other encumbrance to which Beneficiary is subrogated under this Deed of Trust or the other Loan Documents. 10.11 Reliance by Beneficiary. Grantor recognizes and acknowledges: that in entering into the loan transaction evidenced by the Loan Documents and accepting this Deed of Trust, Beneficiary is expressly and primarily relying on the truth and accuracy of the foregoing warranties and representations set forth in this Deed of Trust without any obligation to investigate the Property and notwithstanding any investigation of the Property by Beneficiary; that such reliance exists on the part of Beneficiary prior hereto; that such warranties and representations are a material inducement to Beneficiary in making the loan evidenced by the Loan Documents and the acceptance of this Deed of Trust; and that Beneficiary would not be willing to make the loan evidenced by the Loan Documents and accept this Deed of Trust in the absence of any of such warranties and representations. 10.12 Notices. All notices, demands, requests, and other communications required or permitted under this Deed of Trust shall be delivered in accordance with the Loan Agreement. 10.13 Enforceability. If any provision of this Deed of Trust or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Deed of Trust nor the application of such provision to any other Person or circumstances shall be affected thereby, but rather the same shall be enforced to the greatest extent permitted by applicable law. If the rights and liens created by this Deed of Trust shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the Obligations, the portion of the Obligations which as the 30 Deed of Trust Leasehold Deed of Trust(3004778.2).docx result of such invalidity or unenforceability is no longer secured by the liens and security interests granted in this Deed of Trust shall be completely paid prior to the payment of the portion, if any, of the Obligations which shall continue to be secured under this Deed of Trust, and all payments made on the Obligations shall be considered to have been paid on and applied first to the complete payment of the unsecured portion of the Obligations. 10.14 Binding Effect. The covenants contained in this Deed of Trust shall bind, and the benefits and advantages shall inure to, the respective heirs, executors, administrators, personal representatives, successors, and assigns of the parties referenced in this Deed of Trust and shall be covenants running with the Land. The duties, covenants, conditions, obligations, and warranties of Grantor in this Deed of Trust shall be joint and several obligations of Grantor and, if more than one, of each party named a Grantor in this Deed of Trust. Each party who executes this Deed of Trust and each subsequent owner of the Property or any part of the Property (other than Beneficiary) covenants and agrees that it will perform, or cause to be performed, each term, provision, covenant, and condition of this Deed of Trust. 10.15 Interpretation. The rules of interpretation specified in the Loan Agreement (including the section in Article 8 of the Loan Agreement entitled "Interpretation") shall apply to this Deed of Trust. All references in this Deed of Trust to Sections are references to Sections of this Deed of Trust unless otherwise specified. 10.16 Counterparts. To facilitate execution, this Deed of Trust may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature and acknowledgment of, or on behalf of, each party, or that the signature and acknowledgment of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Deed of Trust to produce or account for more than a single counterpart containing the respective signatures and acknowledgment of, or on behalf of, each of the parties hereto. Any signature and acknowledgment page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures and acknowledgments thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature and acknowledgment pages. 10.17 Governing Law, Submission to Jurisdiction, and Waiver of Right to Trial by Jury. This Deed of Trust and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or related to this Deed of Trust and the transactions contemplated by this Deed of Trust shall be governed by, and construed in accordance with, the laws of the State where the Land is located without regard to conflicts of laws principles. Further, all provisions contained in the Loan Agreement with respect to submission to jurisdiction, waiver of right to trial by jury, and arbitration of any disputes shall apply to this Deed of Trust, mutatis mutandis, as if a part of and fully set forth in this Deed of Trust. 10.18 NOTICE OF INDEMNIFICATION: GRANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THIS DEED OF TRUST CONTAINS CERTAIN INDEMNIFICATION PROVISIONS, INCLUDING SECTIONS 4.12, 5.02, 5.10, AND 7.08 WHICH MAY, IN CERTAIN INSTANCES, INCLUDE INDEMNIFICATION BY GRANTOR OR OTHERS OF EACH INDEMNIFIED PARTY WITH RESPECT TO SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE. 10.19 Purpose. The Note is given in renewal and extension of all sums left owing and unpaid by Grantor upon that one certain promissory note in the original principal sum of $1,500,000.00, dated November 18, 2011, executed by Grantor and payable to the order of Lender, more fully described in and secured by a Leasehold Deed of Trust, Security Agreement — Financing Statement of even date therewith, 31 Deed of Trust Leasehold Deed of Trust(3004778.2).docx duly recorded in Document No. D211283289 of the Official Public Records of Real Property of Tarrant County, Texas, as modified by that certain Modification, Renewal, and Extension Agreement dated April 15, 2018, executed by Grantor and Lender, duly recorded in Document No. 218151057 of the Official Public Records of Real Property of Tarrant County, Texas, upon the Property, which lien is hereby expressly acknowledged by Grantor to be a valid and subsisting lien against the Property, and it is expressly agreed that said lien is hereby renewed, extended, and continued in full force and effect to secure the payment of the Note. 10.20 Reserved. 10.21 Reserved. 10.22 Leasehold Mortgage Provisions. (a) Grantor shall timely pay each rental payment under the Ground Lease and submit to Beneficiary upon request, from time to time, proof of payment. Grantor shall timely and properly perform all other obligations of the lessee under the Ground Lease and furnish Beneficiary with such evidence thereof as Beneficiary may from time to time require. Beneficiary may, but shall not be obligated to, take any action that Beneficiary deems necessary or desirable to perform the obligations of Grantor, as lessee under the Ground Lease, or to cure any default in the performance of any obligation of Grantor, as Lessee under the Ground Lease, and all sums expended by Beneficiary in such connection shall constitute a portion of the indebtedness secured by this Deed of Trust and shall bear interest until paid by Grantor at the rate specified in the Note to be applicable after default thereunder. Beneficiary shall have the right to enter the Property to perform any obligation of Grantor under the Ground Lease and/or to inspect the Property. Should Beneficiary take any such action, Beneficiary shall become subrogated to all rights of the Lessor under the Ground Lease as against Grantor, as lessee, arising on account of Grantor's failure to perform the obligation performed or cured by Beneficiary. Grantor shall send Beneficiary a copy of each Notice of Default or other Notice or correspondence received by Grantor under the Ground Lease within two (2) business days after receipt thereof by Grantor. No release, waiver or forbearance by the lessor under the Ground Lease of any of Grantor's obligations as lessee thereunder shall release Grantor from any of Grantor's obligations under this Deed of Trust, including Grantor's obligation regarding the payment of rent and the timely and proper performance of all obligations of the lessee under the Ground Lease. (b) Grantor will not surrender its leasehold estate and interest in and to the Land, Improvements or the Ground Lease, nor terminate, reject or cancel the Ground Lease, and it will not without the express prior written consent of Beneficiary modify, change, supplement, alter or amend the Ground Lease, either orally or in writing, and as further security for the repayment of the indebtedness secured hereby and for the performance of the covenants set out in this Deed of Trust and in the Ground Lease, Grantor hereby assigns to Beneficiary all of its rights, privileges and benefits as lessee under the Ground Lease to terminate, cancel, modify, reject, change, supplement, alter or amend the Ground Lease, and any other such termination, cancellation, modification, rejection, change, supplement, alteration or amendment of the Lease without the prior written consent thereto by Beneficiary shall be void and of no force in effect. 32 Deed of Trust Leasehold Deed of Trust(3004778.2).docx (c) Unless Beneficiary so otherwise expressly consents in writing, the fee title, if any, to the property demised by the Ground Lease and the leasehold estate thereunder shall not merge but shall always remain separatee and distinct, notwithstanding the union of said estates either in the lessor, in Grantor, or in a third -party by purchase or otherwise, and Grantor further covenants and agrees that, in case it shall acquire fee title, or any other estate, title or interest in the property covered by the Ground Lease, this Deed of Trust shall attach to , and cover, and be a lien upon such other estates so acquired, and such other estates so acquired by Grantor shall be considered as granted, assigned, transferred, mortgaged, pledged and set over onto Beneficiary and the lien hereof shall extend to and encumber such estate with the same force in effect as though specifically herein granted, assigned, conveyed, transferred, mortgaged, pledged and set over to Beneficiary. (d) Grantor shall not, in any event, including the bankruptcy, reorganization or insolvency of Grantor or the fee owner of the Land (the "Fee Owner"), (i) surrender its leasehold estate, or any portion thereof, not terminate, cancel or acquiesce in the rejection of the Ground Lease; (ii) consent or fail to object to any attempt by the Fee Owner to sell or transfer its interest in the Land and the Improvements free and clear of the Ground Lease; or (iii) modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing. Grantor does hereby expressly release, assign, relinquish, and surrender unto Beneficiary all its right, power and authority to terminate, cancel, acquiesce in the rejection of, consent or object to any attempted transfer of Fee Owner's interest in the Land and Improvements free and clear of the Ground Lease, or modify, change, supplement, alter or amend the Ground Lease in any respect, either orally or in writing, at any time, including in the event of bankruptcy, insolvency or reorganization of Grantor or Fee Owner, and any attempt on the part of Grantor to exercise any such right without the written consent of Beneficiary shall be null and void. Notwithstanding the foregoing, in the event of a threatened termination or rejection of the Ground Lease due to the bankruptcy, reorganization or insolvency of Grantor, Grantor shall, at Beneficiary's election, absolutely assign to Beneficiary, or its nominee, in lieu of such termination or rejection, all of Grantor's right, title and interest in and to the Ground Lease. THIS DEED OF TRUST AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. [Signature(s) appear on following page(s).] 33 Deed of Trust Leasehold Deed of Trust(3004778.2).docx IN WITNESS WHEREOF, this Deed of Trust is executed on the date(s) set forth in acknowledgment(s) set forth below, but to be effective as of the Effective Date. GRANTOR: WINSTON AVIATION GROUP, LLC a Texas limited liability company , By: Name: Kenneth Broadie Title: Manager Address: Winston Avia bn Group, LLC 4701 N. M9ii Street Fort Wo , Texas 76106 Attn.: Wenneth Broadie State of Texas County of Tarrant This instrument was Kenneth Broadie, Manager o behalf of said limited liabiJty wledged before me on the _ day of , 2026, by TON AVIATION GROUP, LLC, a Texas limited liability company, on company. Notary Public in and for the State of Printed Name: Signature Page Deed of Trust Leasehold Deed of Trust(3004778.2).docx PREPARED IN THE LAW OFFICE OF: Harris, Finley & Bogle, P.C. 777 Main Street, Suite 1800 Fort Worth, Texas 76102 Attention: Ronald B. Parent Signature Page Deed of Trust Leasehold Deed of Trust(3004778.2).docx F,XHIRtT A Land Part of Block 1 and Part of LotB-1 of Block 1, Meacham International Airport Addition San Antonio and Mexican Gulf Railroad Company Survey, Abstract No. 1464 City of Fort Worth, Tarrant County, Texas DESCRIPTION of a 3.818 acre tract of land situated in the San Antonio and Mexican Gulf Railroad Company Survey, Abstract No. 1464, Tarrant County, Texas; said tract being part of Block 1 and Lot B-1 of Block 1, Meacham International Airport Addition, an addition to the City of Fort Worth, according to plat recorded in Cabinet A, Slides 2445-2447, Plat Records of Tarrant County, Texas; said 3.818 acre tract being more particularly described as follows: BEGINNING, at a 1/2 -inch iron rod with "LANDES" cap found for the northeast corner of herein described tract; said point being South 30 degrees 53 minutes 17 seconds East, a distance of 156.63 feet from a 60D -nail found for the northeast corner of said Lot B-1; said point being in the west right-of-way line of North Main Street (Spur No. 496) (a variable width right-of-way) for the northeast corner of Lot B-1; THENCE, South 30 degrees, 03 minutes, 29 seconds East, a distance of 353.25 feet to an angle point; THENCE, South 17 degrees, 46 minutes, 00 seconds East, a distance of 79.21 feet to a point for corner in the north line of Lot A-2, Block 1 of said Meacham International Airport Addition; THENCE, South 81 degrees, 05 minutes, 21 seconds West, along the said north line of Lot A-2, a distance of 272.25 feet to a point for corner at the northwest corner of said Lot A-2; THENCE, South 08 degrees, 54 minutes, 39 seconds East, along the west line of said Lot A-2, a distance of 3.97 feet to point for corner; THENCE, South 81 degrees, 11 minutes, 24 seconds West, departing the said west line of Lot A-2, a distance of 145.22 feet to the southeast corner of Building No. 43N; THENCE, North 08 degrees, 48 minutes, 36 seconds West, along the east wall of said Building No. 43N, a distance of 107.67 feet to the northeast corner of said Building No. 43N; THENCE, North 17 degrees, 17 minutes, 56 seconds West, a distance of 29.32 feet to the southwest corner of Building No. 44N; THENCE, North 08 degrees, 48 minutes, 36 seconds West, along the west wall of said Building No. 44N, a distance of 21.02 feet to a point for corner; THENCE, South 81 degrees, 11 minutes, 24 seconds West, departing the said west wall of Building No. 44N, a distance of 100.00 feet to a point for corner; THENCE, North 08 degrees, 48 minutes, 36 seconds West, a distance of 199.25 feet to a "+" cut in concrete set for corner; THENCE, North 81 degrees, 11 minutes, 24 seconds East, a distance of 100.00 feet to a point for corner in the said west wall of Building No. 44N; THENCE, North 08 degrees, 48 minutes, 36 seconds West, along the said west wall of Building No. 44N, a distance of 30.12 feet to the northwest corner of said Building No. 44N; A-1 Deed of Trust Leasehold Deed of Trust(3004778.2).docx THENCE, North 03 degrees, 15 minutes, 57 seconds East, a distance of 20.43 feet to the southeast corner of Building No. 45N; THENCE, North 08 degrees, 48 minutes, 36 seconds West, along the east wall of said Building No. 45N, a distance of 4.90 feet to a point for corner; THENCE, North 81 degrees, 11 minutes, 24 seconds East, departing the said east wall of Building No. 45N, a distance of 277.17 feet to the POINT OF BEGINNING; CONTAINING: 166,318 square feet or 3.818 acres of land, more or less. Signature Page Deed of Trust Leasehold Deed of Trust(3004778.2).docx EXHIBIT B Ground Lease (See Attached) A-1 Deed of Trust Leasehold Deed of Trust(3004778.2).docx CITY SECRETARY CONTRACT NO. FORT WORTH MEACHAM INTERNATIONAL AIRPORT GROUND LEASE AGREEMENT LEASE SITE 44N 4701 NORTH MAIN STREET This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Fernando Costa, its duly authorized Assistant City Manager, and WINSTON AVIATION GROUP, LLC ("Lessee"), a Texas Limited Liability Company, acting by and through Allisen Prigel, its duly authorized Manager. AGREEMENT: In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee 166,318 square feet of ground space ("Ground"), including a 59,250 square foot hangar ("Hangar") constructed at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, identified as Lease Site 44N, also known as 4701 North Main Street, ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Initial Term. The initial term of this Lease ("Initial Term") shall commence on the date of its execution ("Effective Date"), and expire at 11:59 p.m. on November 30, 2040, unless terminated earlier as provided herein. 2.2. Holdover. If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this action will create a month -to -month tenancy. In this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 1 of 18 3. RENT. 3.1. Rates and Adjustments. Lessee shall commence the payment of rent on December 1, 2011. From December 1, 2011 until September 30, 2012, Lessee hereby promises and agrees to pay Lessor, at a rate of $0.2402 per square foot, Thirty Nine Thousand Nine Hundred and Forty Nine Dollars and Fifty Eight Cents ($39,949.58), payable in equal monthly installments of Three Thousand Three Hundred and Twenty Nine Dollars and Thirteen Cents ($3,329.13). Rental rates are subject to increase beginning October 1, 2012, and on October 1St of any subsequent year during the Initial Term, to reflect any upward change, if any, in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor agency (i) for the first increase, since the Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of the last increase; provided, however, that Lessee's rental rates shall not exceed the then -current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises. 3.2. Payment Dates and Late Fees. Monthly rent payments are due on or before the first (1st) day of each month. Payments must be received during normal business hours by the due date at the location for Lessor's Aviation Department set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment by close of business on the tenth (10th) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Discretionary Improvements. Lessee may, at its sole discretion, perform structural modifications, renovations, improvements or other structural construction work on the Premises ("Discretionary Improvements"). Lessee may not initiate any Discretionary Improvements on or to the Premises unless it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Airport Systems Director or authorized representative ("Director"). Lessor agrees to respond in writing to Lessee's request for approval within 30 calendar days of receipt of such request. Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the performance of any such Discretionary Improvements. Upon completion of any such Discretionary Winston Aviation Group,LI.C — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 2 of 18 \ O Improvements or earlier termination of this Lease, Lessor shall take full title to Discretionary Improvements on the Premises. Lessor and Lessee agree that Lessor has full title to the improvements existing on the Premises as of the Effective Date of this Ground Lease Agreement. 4.2. Process for Approval of Plans. Lessee's plans for construction and improvements shall conform to the Airport's architectural standards and must also receive written approval from the City's Departments of Planning and Development and Transportation and Public Works. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. 4.3. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any Discretionary Improvements, including, at a minimum, as -built drawings of each project. As -built drawings shall be new drawings or redline changes to drawings previously provided to the Director. Lessee shall supply the textual documentation in computer format as requested by Lessor. 4.4. Bonds Required of Lessee. Prior to the commencement of any Discretionary Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective Discretionary Improvements, and (ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the performance of such Discretionary Improvements. In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125% of the full amount of each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of deposit shall be from a financial institution in the Dallas -Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the respective Discretionary Improvements, or if claims are filed by third parties on Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 3 of 18 grounds relating to such Discretionary Improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit. 4.5. Bonds Required of Lessee's Contractors. Prior to the commencement of any Discretionary Improvements, Lessee's respective contractor shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractor's contract for such Discretionary Improvements. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such Discretionary Improvements. The bonds shall guarantee (i) the faithful performance and completion of all construction work in accordance with the final plans and specifications as approved by the City and (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall apply. 4.6. Releases by Lessor Upon Completion of Construction Work. Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee serves as its own contractor, verification that Lessee has completed construction work or (ii), where Lessee uses a contractor, receipt of the 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. 5. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation -related purposes and strictly in accordance with the terms and conditions of this Lease. Lessee hereby covenants and agrees that it will not restrict aircraft, vehicle or pedestrian ingress or egress to Hangar 43N & 45N. Lessee shall have the right to sublease portions of the Premises to various third parties ("Sublessees") for aviation -related purposes only under terms and conditions acceptable to and determined by Lessee, provided that all such arrangements shall be in writing and approved in advance by Lessor. Lessor hereby grants permission to Lessee to sublease all or a portion of the Premises to 1) Broadie's Aircraft and Engine Service, Inc. and 2) Aero Performance Coatings USA, Ltd. All written agreements executed by Lessee to Sublessees for any portion of the Premises shall contain terms and conditions that (i) do not conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation -related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page4of18 ,O O standard lease form for all Sublessees and shall submit a copy of such standard lease form to the Director prior to Lessee's execution of its first lease and from time to time thereafter following any material changes to such lease form. Lessee may make non -material modifications to its standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances. 6. REPORTS, AUDITS AND RECORDKEEPING. Lessee shall keep and maintain books and records pertaining to Lessee's operations at the Airport and other obligations hereunder in accordance with Lessee's current basis of accounting or, if Lessee changes such basis, in a manner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor's Internal Auditor if it is in compliance with industry standards or generally accepted accounting principles (GAAP). Upon Lessor's request and following reasonable advance notice, Lessee will make such books and records available for review by Lessor during Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such books and records in order to ensure compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. 7. UTILITIES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically - operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times, reasonable wear and tear excepted. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs or replacements necessary to prevent the deterioration in condition or value of the Premises and any improvements thereon, including, but not limited to, doors, windows and roofs for such improvements, and all fixtures, equipment, modifications and pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 5 of 18 contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee's sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. 8.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. 8.3. Inspections. 8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least four (4) hours' notice prior to any inspection. 8.3.2. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing. Lessee agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.3.3. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant Winston Aviation Group, LLC — Hangar 44N Grouud Lease Agreement Fort Worth Meacham Airport Page 6 of 18 fl O to its governmental duties under federal state or local laws, rules or regulations. 8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. 8.4. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE, AT ITS SOLE COST AND EXPENSE, A GREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 9. SIGNS. Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain signs on the exterior of the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size, color, location and manner of display of other signs at the Airport. Lessee shall maintain all such signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR. Lessor hereby retains the following rights and reservations: 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 7 of 18 ci O 10.2 Lessor 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 Lease shall be construed to obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. 10.3 This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government, which relates to the operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the development, maintenance or repair of Airport infrastructure. In the event that any such existing or future agreement directly causes a material restriction, impairment or interference with Lessee's primary operations on the Premises ("Limitation") for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. 10.4 During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the Winston Aviation Group, LLC - Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page B of 18 payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days' written notice to Lessor. 10.5 Lessor covenants and agrees that during the term of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances. 10.6 Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights -of -way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication or other utility companies. Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly -owned property for the provision of utility services. 10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the Premises by means of roadways for automobiles and taxiways for aircraft including access during the construction phase of airport improvements, unless otherwise agreed to in writing by both parties. Such rights shall be consistent with the rules and regulations with respect to the occupancy and use of airport premises as adopted from time to time by the City of Fort Worth and by the Federal Aviation Administration or any other state, federal or local authority. 11. INSURANCE. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, naming the City of Fort Worth as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the required insurance in accordance with Exhibit "B", the "City of Fort Worth Aviation Insurance Requirements" attached hereto and made part of this Lease for all purposes. Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 9 of 18 In addition, Lessee shall be responsible for all insurance for construction, improvements, modifications or renovations to the Premises and for personal property of its own or in its care, custody or control. 11.1. Adjustments to Required Coverage and Limits. Insurance requirements, including additional types of coverage and increased limits on existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's and any Sublessees' operations at the Airport. Lessee will accordingly comply with such new requirements within thirty (30) days following notice to Lessee. 11.2. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. 11.3. Additional Requirements. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non -renewal or amendment, shall be made without thirty (30) days prior written notice to Lessor. 12. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 10 of 18 13. INDEMNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW, HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS AGENTS, SERVANTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES. Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 11of18 `D O 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 14.1. Failure by Lessee to Pay Rent, Fees or Other Charges. If Lessee's payment of any rents, fees or other charges become past due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. 14.2. Breach or Default by Lessee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty (30) calendar days following the date of such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately, unless such breach or default is not susceptible to cure within thirty (30) calendar days, in which event Lessee shall have such additional time to effect a cure, as determined by the Lessor. 14.3. Abandonment or Non -Use of the Premises. Lessee's abandonment or non-use of the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor, unless such non-use is caused by Force Majeure, as set forth in Paragraph 27, below. 14.4. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default. If Lessor terminates this Lease for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 14.5. Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, title to all improvements on the Premises, including any Discretionary Improvements, and all fixtures and other Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 12 of 18 items attached to any structure on the Premises which has not previously passed to Lessor shall pass to Lessor. In addition, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty (20) calendar days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered (i) when hand -delivered to the other party at such addresses listed below, or at such other address as the receiving party designates by proper notice to the sending party, or (ii) three days after it has been deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: City of Fort Worth Aviation Department 4201 North Main Street, Ste 200 Fort Worth, Texas 76106-2749 16. ASSIGNMENT AND SUBLETTING. 16.1. In General. To LESSEE: Winston Aviation Group, LLC ATTN: Allisen Prigel 4701 North Main Street Fort Worth, Texas 76106 Lessee shall have the right to sublease portions of the Premises as provided by and in accordance with Section 5 of this Lease. Lessor hereby grants permission to Lessee to sublease all or a portion of the Premises to 1) Broadie's Aircraft and Engine Service, Inc. and 2) Aero Performance Coatings USA, Ltd. Otherwise, Lessee shall not assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 16.2. Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee, and such Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 13 of 18 assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges. 17. LIENS BY LESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract, which may create or be the foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 18. TAXES AND ASSESSMENTS. Lessee agrees to pay any and all federal, state or local taxes, or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on the Premises by Lessee as a result of its occupancy. 19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the Director; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, including the Minimum Standards for Fixed Base Operators and Other Airport Tenants, a public document dated June 16, 1992, on file in Lessor's City Secretary's Office and incorporated herein as part of this Lease for all purposes, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee in accordance with paragraph 15 above of any violation of such laws, ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation. Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 14 of 18 20. NON-DISCRIMINATION COVENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression. Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non -Discrimination in Federally Assisted Programs of the Department of Transportation and with any amendments to this regulation which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 21. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 24. VENUE AND .JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 15 of 18 for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 25. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys' fees. 26. SEVERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 27. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. 28. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 29. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. [Signature Pages Immediately Follow] Winston Aviation Group, LUC— Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 16 of 18 IN WIf7 ESS WHEREOF, he parties hereto have executed this Agreement in multiples on this the /— day of , 2011. CITY OF FORT WORTH: By: 4d4' osta Assistant City Manager ./.A /a, Date: STATE OF TEXAS § COUNTY OF TARRANT BEFORE ME, the u4ersped Uri% Notary Public in and for the State of Texas, on this day personally appeared sta, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. ti GIVEN UNDER MY HAND AND SEAL OF OFFICE this L day ,u 2> l��? h� -- '-e? r , 2011. IRMA SA@N2 Notary Public, State of Texas My Commission Expires January 28, 2012 APPROVED AS TO FORM AND LEGALITY: By: Charlene Sanders Assistant City Attorney M&C: 2 - o� S3oS Approved: // - i s - tf Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 17 of 18 6 Notary Public in and for the State of Jas ATTEST: By: J• �' �Ss4" City Secretary C) LESSEE: WINSTON AVIATION GROUP, LLC By: Allisen Prigel Manager Date: I STATE OFI¼EZ 5 § COUNTY OF § ATTEST: BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Allisen Prigel, 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 Winston Aviation Group, LLC and that she executed the same as the act of Winston Aviation Group, LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this/6V4' day 2011. J,tiPPY �Um �- JUAN FIDEL CHAVEZ + � = Notary Public. State of Texas My Commission Expires July 02, 2013 Winston Aviation Group, LLC — Hangar 44N Ground Lease Agreement Fort Worth Meacham Airport Page 1R o118 44N Part of.Lot B-1.of Block 1 Meacham International Airport Addition San Antonio and Mexican Gulf Railroad Company Survey, Abstract No. 1464 City of Fort Worth, Tarrant County, Texas DESCRIPTION of a 3.818 acre tract of land situated in the San Antonio and Mexican Gulf Railroad Company Survey, Abstract No. 1464, Tarrant County, Texas; said tract being part of Lot B-1 of Block 1., Meacham International Airport Addition, an addition to the City -of Fort. Worth, according to plat recorded in. Cabinet A, Slides 2445-2447, Plat Records of Tarrant. County, Texas; said 3:818 acre tract being more particularly described as follows: BEGINNING, at -a 1/2 -inch iron rod with "LANDIS" .cap found for the northeast, corner of herein .described tract; said point being South'30 degrees 53 minutes 17 seconds East, a distance of 156.63 feet from a 60D -nail found for the northeast comer of said. Lot B-1; said point being in the west right-of-way line of North Main Street (Spur .No. 496) (a variable width'right-of-way); THENCE, South 30 degrees, 03 minutes., 29 seconds East, a distance of'353.25 feet to a 1/2 -inch 'iron rod with "PACHECO KOCH" cap set foran angle .point; THENCE,: South 17 degrees, 46 minutes, 00 seconds East, a distance of79.21 feet to a " cut in concrete set for corner in the north line of Lot A-2,. Block 1. 'of' said Meacham International. Airport Addition; THENCE, South 81 degrees, 05 minutes, 21. seconds West, along the said north line of Lot.A-2, a distance of 272.25: feet to a 1/2 -inch iron rod with "PACHECO KOCH" cap set for corner at. the. northwest corner of said Lot ,A-2; THENCE, South 08. degrees, 54 minutes, 39 seconds East, along the west line, of said Lot A-2, a distance of 3.97 feet to a 1/2 -inch iron rod with "PACHECO KOCH" cap' set for corner; THENCE, South 81 degrees', 11 minutes, .24 seconds West, departing the said west, line of Lot A-2, a distance of 145.22 feet to the southeast corner of Building No. 43N; THENCE, North 08- degrees, 48 minutes, 36- seconds West, along the east wall of .said Building No, 43N, a. distance of 107.67 feet to the northeast corner of said Building No. 43N; THENCE, North 17 degrees, 17 minutes, 56 seconds West, a distance of. 29.32 feet to the southwest corner of Building No. 44N; THENCE, North 08 degrees, 48 minutes, .36 seconds West, along, the west: wall of said Building No. 44N, a distance of 21.02 feet to a point for corner; THENCE,,: South: 81 degrees, 11 minutes, 24 seconds. West, departing the said, west wall of Building No. 44N, a distance. of 100.00 feet to a "+" cut in concrete set for' corner; THENCE, North 08 -degrees, 48 minutes, 36 seconds, West, a distance of 199.25 feet to a "+" cut in concrete set for 'corner; PAGE 1OF2 2 C) 44N Part of Lot B-1 of Block 1 Meacham International Airport Addition San Antonio and Mexican Gulf Railroad Company Survey, Abstract No. 1464 City of. Fort Worth, Tarrant County, Texas THENCE, North 81 degrees, 11 minutes, 24 seconds. East, a distance of 100,00 feet to a point for corner in the said west wall, of Building No. 44N; THENCE, North 08. degrees, 48 minutes, 36 seconds West, along the said west wall. of Building No. 44N, a distance of 30.12 feet to the northwest corner of said Building. No. 44N; THENCE, North 03 degrees, 15 minutes,, 57 seconds East, a distance of 20.43 feet to the southeast corner of Building No. 45N; THENCE, North 08 degrees, 48 minutes, 36 seconds West, along the east wall of said Building No. 45N, .a distance of 4.90 feet to a point for corner; THENCE, North 81 degrees, 11 minutes, 24 seconds East, departing the said east wall of Building No. 45N, a distance of 277.17 feet to the POINT OF BEGINNING; CONTAINING: 166,318 square feet or 3.818 acres of land, more. or less. (In accordance with the. Texas Board of Professional Land Surveying, General Rules of Procedures and Practices, ,663.19(9), this real property description consists of the report as shown hereon, and the "map" being attached herewith.) The description of survey hereon. is a representation of the property as determined from -an actual on -the -ground survey conducted by me or under my supervision. This :survey has been performed in accordance with the Texas Board of Professional Land Surveying "Professional and Technical Standards". The lines and dimensions of said property are as indicated by the description. As of this date, I, the ,undersigned, have no knowledge of or have .been advised of any known or apparent intrusions, protrusions, conflicts, or easements. Executed as of the 31st day of October, 2011. Michael Larry Le is, Jr. Registered Professional Land eyor No. 5773 Pacheco Koch Consulting Engineers, Inc. fi000 Western Place, #625, Fort Worth TX 760.17 (817) 41,2-7155 TX Reg. Surveying Firm LS -1000,80-01 3257-11.323B.dwg 3257-11.323EX1.doc rmt PAGE 2 OF 2 MICHAEL LARRY :LEWIS; J f\ �...�..f Vii........ ... �i q 577'8 I BLOCK S to LFACOMI INTERNATIONAL OSROM? (CAB A. 9)06 2445-2447) (PRT.C.T.) `S. PERIMETER OF BU/LD(NGS (N. 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A,.` .fuxn 6AE F L KALL I�_�• M (617) 412 -1155 IryO/to11 .odQCO rywT REW6R gIAEN 6y=iy,E R0. yim FORT WORTH, MAYOR AND COUNCIL COMMUNICATION 7.3.1 LEASEHOLD DEED OF TRUST WITH WINSTON AVIATION GROUP DATE: 08/25/26 M&C FILE NUMBER: M&C 26-0783 DEPARTMENT: AVIATION SUBJECT (CD 2) Authorize Execution of a Consent to Leasehold Deed of Trust with Winston Aviation Group, LLC and Frost Bank to Enable Winston Aviation Group, LLC to Obtain Financing Using Lease Site 44N as Collateral to Support Continued Aeronautical -Related Business Activity at Fort Worth Meacham International Airport RECOMMENDATION It is recommended that the City Council authorize execution of a consent to leasehold deed of trust with Winston Aviation Group, LLC and Frost Bank to enable Winston Aviation Group, LLC to obtain financing using Lease Site 44N as collateral to support aeronautical - related business activity at Fort Worth Meacham International Airport. DISCUSSION The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a consent to leasehold deed of trust with Winston Aviation Group, LLC (Winston Aviation) and Frost Bank to enable Winston Aviation to obtain financing using Lease Site 44N as collateral to support aeronautical -related business activity at Fort Worth Meacham International Airport. On or about November 18, 2011, through Mayor and Council Communication (M&C C- 25305), City Council approved City Secretary Contract Nos. (CSC) 42566, a ground lease agreement, and CSC 42563, a consent to leasehold deed of trust in favor of The Frost National Bank for Lease Site 44N, at Fort Worth Meacham International Airport. Lease Site 44N consists of 166,318 square feet of ground space, including a 59,250 square foot hangar. CSC 42566 expires on November 30, 2040, with no options to renew. The current annual revenue is $60,821.87, payable in monthly installments of $5,068.49. Additionally, upon closing of the new loan, any outstanding balance on the previous loan will be 1 of 2 FORT WORTH, satisfied and The Frost National Bank will submit a release of the Previous Lien associated with the previous consent to leasehold deed of trust. On or about July 7, 2026, Winston Aviation's new lender, Frost Bank, requested a deed of trust on its leasehold interest. The consent to leasehold deed of trust will grant Winston Aviation's new lender, Frost Bank the right, subject to the Previous Lien, to operate as Lessee or secure another tenant in place of Winston Aviation, if previously approved by the City Council, in the event Winston Aviation defaults on its loan or its lease with the City of Fort Worth. The lease agreement prohibits Winston Aviation 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 this request. Fort Worth Meacham International Airport is located in CO NCIL DISTRICT 2. U This contract requires a Form 1295. FISCAL INFORMATION/CERTIFICATION The Director of Finance certifies that approval of this recommendation will have no material effect on City funds. SUBMITTED FOR CITY MANAGER'S OFFICE BY: Valerie R. Washington, # 6192 ORIGINATING BUSINESS UNIT HEAD: Roger Venables #5402 ADDITIONAL INFORMATION CONTACT: Ricardo Barcelo, #5403 ATTACHMENTS 1. Location Map 44 N [7.3.1.1 - 1 page] 2. CO FIDENTIAL - Winston Aviation Group - 44 N - form 1295 [7.3.1.2 - 1 page] 2 of 2 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Winston Aviation Group, LLC Subject of the Agreement: Consent Leasehold of Trust between the City of Fort Worth and Winston Aviation Group, LLC and Frost Bank for Ground Lease site 44N at Meacham International Airport. M&C Approved by the Council? * Yes 8 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Upon Execution Expiration Date: None If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department. 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