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LESSOR'S SUBORDINATION
<br />STATE OF TEXAS §
<br />COUNTY OF CALDWELL §
<br />THIS AGREEMENT IS made and entered into effective as of the 17th day of
<br />April, 2018, by and among CITY OF SAN MARCOS, TEXAS, a Texas Municipal
<br />Corporation ("Lessor"), COMPASS BANK, an Alabama state chartered bank ("Lender")
<br />and BERRY AVIATION, INC., a Texas corporation ("Lessee").
<br />WITNESSETH:
<br />WHEREAS, Lessor owns fee simple title to the land more particularly described in
<br />Exhibits "A" and `B" attached hereto and made a part hereof located and being a portion of the
<br />property locally known as the San Marcos Municipal Airport, San Marcos, Caldwell and Hays
<br />Counties, Texas (the "Leased Premises"); and
<br />WHEREAS, Lessor has leased the Leased Premises and the improvements constructed or
<br />to be constructed on the Leased Premises to Lessee under that certain Lease of Airport Property
<br />dated December 22, 1992 (said Lease of Airport Property, as it may have been or may be further
<br />amended, supplemented or restated, being hereinafter called the "Lease"); and
<br />WHEREAS, Lessee has signed (i) a revolving promissory note dated February 1, 2018,
<br />and made payable to the order of Lender in the stated principal amount of $8,000,000.00 and (ii)
<br />a promissory note dated February 1, 2018, and made payable to the order of Lender in the stated
<br />principal amount of $30,000,000.00 (such promissory notes, as the same may have been, or may
<br />at any time be, modified and amended, being hereinafter called the "Note"); and
<br />WHEREAS, payment of the indebtedness evidenced by the Note is secured by various
<br />Aircraft Mortgages (the "Aircraft Mortgages") dated September 12, 2011, July 25, 2013,
<br />September 18, 2013, December 15, 2014, April 28, 2015 and February 1, 2018, including any
<br />amendments thereto, by which Lessee has granted Lender security interests in Lessee's assets
<br />(the "Collateral"), including certain aircraft, propellers and engines as more particularly described
<br />therein. The aircraft, propellers and engines are referred to for purposes of this Agreement as "the
<br />Aircraft Collateral"; and
<br />WHEREAS, various other documents (the "Credit Documents") have been signed in
<br />connection with the Note;
<br />NOW, THEREFORE, the parties hereto, for and in consideration of the premises and the
<br />transactions to which this Agreement is incident and supplemental, do hereby agree as follows:
<br />1. Lessor agrees that any landlord's lien that Lessor may now or hereafter have, as a
<br />result of the Lease, against Lessee's Aircraft Collateral shall be subordinate and inferior to any
<br />security interest in, or lien against the Aircraft Collateral that is held by Lender but not
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