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MDD Resolution No. 420 RESOLUTION NO. 420 A RESOLUTION OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE BAYTOWN HOTEL AND CONVENTION CENTER REVENUE BONDS IN ONE OR MORE SERIES TO FINANCE THE DESIGN, DEVELOPMENT, CONSTRUCTION, EQUIPPING, FURNISHING, AND OPENING OF A HOTEL AND CONVENTION CENTER AND OTHER RELATED COSTS; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT,TRUST INDENTURE, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, CONSENT AND SUBORDINATION AGREEMENT OF DESIGN-BUILDER, CONSENT AND SUBORDINATION AGREEMENT OF DEVELOPMENT MANAGER, CONSENT AND SUBORDINATION AGREEMENT OF ARCHITECT, SUBORDINATION NONDISTURBANCE AND ATTORNMENT AGREEMENT, COLLATERAL ASSIGNMENT OF CONTRACTS, TECHNICAL SERVICES AGREEMENT AMENDMENT, AND OTHER DOCUMENTS RELATING TO THE BAYTOWN HOTEL AND CONVENTION CENTER PROJECT; DELEGATING AND AUTHORIZING THE GENERAL MANAGER OF THE DISTRICT TO EXECUTE CERTAIN DOCUMENTS RELATED TO THE PROJECT; AND OTHER MATTERS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* WHEREAS, the Baytown Municipal Development District(the"District")was created by the City of Baytown(the"City"),pursuant to Chapter 377,Texas Local Government Code(the"Act"); and WHEREAS, the District and the City desire for the District to finance, construct, own and operate a convention center hotel (the "Hotel") and to enter into a facilities lease with respect to operation of a convention center(the"Convention Center," and with the Hotel,the "Project") in the City; and WHEREAS, the Act authorizes and empowers, and the District desires, to issue revenue bonds ("Bonds") to finance the Project; and WHEREAS, in connection with the issuance of the Bonds, the District desires to issue the Official Statement describing the Project,the terms of the Bonds,and other matters relating thereto, and to execute a bond purchase agreement with Citigroup Global Markets Inc., in its capacity as underwriter; and WHEREAS, the Bonds will be issued pursuant to the terms of an Indenture of Trust between the District and Wells Fargo Bank, N.A. (the "Trustee"), to be dated on or about September 1, 2021, together with any amendments and supplements thereto (the"Indenture"); and WHEREAS, at the time of future execution of a bond purchase agreement, the District intends to approve a trust indenture and security agreement and related security bonds reflecting the final terms and conditions of the bond issuance; and WHEREAS, the Board has been presented with and has examined forms of documents related to the issuance of Bonds and the Project, including a Bond Purchase Agreement, Trust Indenture, Leasehold Deed of Trust,Assignment of Leases and Rents,Consent and Subordination Agreement of Design-Builder, Consent and Subordination Agreement of Development Manager, Consent and Subordination Agreement of Architect, Subordination Nondisturbance and Attornment Agreement, Collateral Assignment of Contracts, and Technical Services Agreement Amendment (collectively the "District Documents") each attached as an exhibit hereto;NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT: Section 1: The facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct. Section 2: The Board hereby approves each of the District Documents, which are attached hereto and incorporated herein for all intents and purposes as follows: Exhibit A Bond Purchase Agreement Exhibit B Trust Indenture Exhibit C Leasehold Deed of Trust Exhibit D Assignment of Leases and Rents Exhibit E Consent and Subordination Agreement of Design-Builder Exhibit F Consent and Subordination Agreement of Development Manager Exhibit G Consent and Subordination Agreement of Architect Exhibit H Subordination Nondisturbance and Attornment Agreement Exhibit I Collateral Assignment of Contracts Exhibit J Technical Services Agreement Amendment Section 3: The Board hereby approves the issuance and sale of the Bonds, in substantially the form and substance set forth in the Indenture, pursuant to the Bond Purchase Agreement for the purposes of paying costs of the Project. Section 4: Wells Fargo Bank, N.A., is hereby appointed as Trustee under the Indenture, thereby serving as registrar and paying agent under the terms of the Indenture. Section 5: The Board hereby authorizes, empowers, directs and resolves that the General Manager of the District, in connection with the issuance of the Bonds, to perform all acts and things and to execute,acknowledge and deliver the District Documents, the Official Statement related to the Bonds,and all related certificates,financing statements,instruments and other papers,whether or not herein mentioned, as the General Manager may detennine to be necessary and desirable in order to carry out the terms and provisions of this resolution as well as the terns and provisions of the District Documents. Section 6: The Board hereby authorizes, empowers, directs and resolves that the Secretary of the District from time to time and at any time do and perform all acts and things and to give and execute certifications and affix the corporate seal of the District to all District Documents, certificates, financing statements, instruments and other papers,whether or not herein mentioned,as the Secretary may determine to be necessary and desirable in order to carry out the teens and provisions of this resolution,as well as the terms and provisions of the District Documents, such determination to be conclusively evidenced by the performance of such acts and things and the execution of any such certificate. Section 7: All actions taken by officers of the District in connection with the above-described agreements are hereby ratified and affirned in all respects. Section 8: If any section, paragraph, clause or provision of this resolution is for any reason held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph,clause or provision shall not affect any of the remaining provision of this resolution. 2 Section 9: This resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Municipal Development District. INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the Baytown Municipal Development District,this the 25"'day of August,2021. (Signature page to follow) 3 ON C ET LO, P sident A EST: ANGELA CKSON, Interim ista lllllllll APPROVED AS TO FORM:, �p �- tit LL1_ KAREN L. HORNER, General Counsel SIGNATURE PAGE— RESOLUTION Exhibit "A" $189055,000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT First-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021A $14,030,000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Second-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 B $3096809000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021C BOND PURCHASE AGREEMENT August 25, 2021 Baytown Municipal Development District 2401 Market Street Baytown,Texas 77520 Attention: President Ladies and Gentlemen: The undersigned, Citigroup Global Markets Inc. (the "Underwriter"), offers to enter into this agreement (the "Agreement") with the Baytown Municipal Development District (the "District") for the sale by the District and the purchase by the Underwriter of the District's First-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 A (the "Series 2021 First-Lien Bonds"), Second-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 B (the "Series 2021 Second-Lien Bonds")and the Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds(Baytown Convention Center Hotel) Series 2021 C (the "Series 2021 Third-Lien Bonds" and, together with the Series 2021 First-Lien Bonds and the Series 2021 Second-Lien Bonds, the "Series 2021 Bonds"). Upon your acceptance of this offer,and execution and delivery of this Agreement by you,this Agreement will be binding upon the District and the Underwriter. This offer is made subject to written acceptance on or before 5:00 p.m.,Baytown,Texas time,on the date stated above and, if not accepted,will be subject to withdrawal by the Underwriter upon notice delivered to the District at any time after that date before the District accepts the offer. Capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Glossary of Terms attached as Exhibit A to the Indenture of Trust to be dated as of September 1,2021 (the "Indenture")between the District and Wells Fargo Bank,N.A.,as trustee(the"Trustee"). As used in this 1 ACTIVE 49445187v9 Agreement,the term"knowledge"means the actual knowledge of a person,or if the person is a corporation, the actual knowledge of any officer, director or management employee of the corporation, or if the person is a partnership, the actual knowledge of any general partner of the partnership, or if a general partner of the partnership is a corporation, the actual knowledge of any officer, director or management employee of any general partner, or if the person is a limited liability company, the actual knowledge of any managing member or management employee of the limited liability company,in each case without any duty of inquiry by any person. The Underwriter is obligated under Rule G-23 of the Municipal Securities Rulemaking Board(the "MSRB")to disclose to the District the following information,which the District acknowledges and agrees to by signing this Agreement: (i) The bond purchase contemplated by this Agreement is an arm's length, commercial transaction between the District and the Underwriter. (ii) In connection with this Agreement and with the discussions, undertakings and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and are not acting as the agent or fiduciary of the District. (iii) The Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the offering contemplated by this Agreement or the discussions, undertakings and procedures leading to this Agreement (irrespective of whether the Underwriter has provided other services or are currently providing other services to the District on other matters) and the Underwriter has no obligation to the District with respect to the offering contemplated by this Agreement except the obligations expressly set forth in this Agreement. (iv) The District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. In addition,the District acknowledges that MSRB Rule G-17 requires the Underwriter to deal fairly at all times with both issuers and investors, while recognizing that the Underwriter has financial and other interests that differ from the interests of the District. The Underwriter discloses to the District that the Underwriter is not required by federal law to act in the District's best interests without regard to the Underwriter's own financial or other interests. The Underwriter does have a duty to purchase securities from the District at a fair and reasonable price, but the Underwriter must balance that duty with its duty to sell the Bonds to investors at prices that are also fair and reasonable. 1. Sale and Purchase of Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth in this Agreement,the.Underwriter agrees to purchase from the District for offering to investors, and the District agrees to issue, execute, sell and deliver to the Underwriter for that purpose, all (but not less than all) of the $18,055,000 aggregate principal amount of the Series 2021 First-Lien Bonds, $14,030,000 aggregate principal amount of the Series 2021 Second-Lien Bonds,and$30,680,000 aggregate principal amount of the Series 2021 Third-Lien Bonds. The Bonds shall be dated as of the Closing Date and shall mature in the amounts and on the dates, bear interest for the periods and at the rate or rates per annum,be purchased by the Underwriter at the purchase price and be subject to redemption all as set forth in Exhibit A to this Agreement. The aggregate purchase price for the Series 2021 First-Lien Bonds will be $19,111,626.21 (which price reflects an original issue premium of$1,535,385.60 and an Underwriter's discount of$478,759.39), the aggregate purchase price for the Series 2021 Second-Lien Bonds will be $14,754,359.42 (which price reflects an original premium of$1,166,539.00 and an Underwriter's discount 2 ACTIVE 49445187v9 of $442,179.58) and the aggregate purchase price for the Series 2021 Third-Lien Bonds will be $37,251,951.83 (which price reflects an original issue premium of$7,308,784.80 and an Underwriter's discount of$736,832.97)and shall be paid by wire transfer in Federal funds to the Trustee(defined below) on or before the Closing Date. It shall be a condition to the obligations of the District to execute, sell and deliver the Series 2021 Bonds to the Underwriter,and to the obligations of the Underwriter to purchase and pay for the Series 2021 Bonds, that the entire aggregate principal amount of the Series 2021 Bonds to be sold pursuant to this Section 1 shall be sold,delivered, purchased and paid for by the Underwriter at the Closing. 2. Bond Authorization. The Series 2021 Bonds shall be as described in and shall be issued and secured under the provisions of the Indenture. The District will use the proceeds of the Series 2021 Bonds,together with other available funds of the District and the Operator to (i)finance the costs of acquiring, designing, constructing, equipping and operating a full-service, upper-upscale convention center hotel with approximately 208 rooms, located in the City of Baytown,Texas to be operated under the Hyatt Regency brand(the"Hotel"), (ii)fund capitalized interest on the Series 2021 Bonds,(iii) fund certain reserves and other required amounts in connection therewith, (iv) fund an initial deposit to the Working Capital Reserve Fund, and (v) pay certain costs of issuing the Series 2021 Bonds. The Series 2021 Bonds will be payable from, and secured by, the Trust Estate. The Indenture shall be in substantially the form previously delivered to the Underwriter, with only the changes as are mutually agreed upon by the District and the Underwriter in writing. 3. Preliminary and Final Official Statements. a. The District ratifies and consents to the use by the Underwriter, before the date of this Agreement, of the Preliminary Official Statement, dated August 12, 2021 (the "Preliminary Official Statement"), relating to the Series 2021 Bonds, in connection with the offering of the Series 2021 Bonds. Prior to the execution of this Agreement, the District caused copies of the Preliminary Official Statement to be delivered to the Underwriter,which Preliminary Official Statement was deemed by the District to be final as of the date of that Preliminary Official Statement, except for the omission of no more than the following information: the offering price, interest rates,selling compensation,aggregate principal amount, principal amount per maturity, delivery dates, ratings, other terms of the Series 2021 Bonds depending on the matters and the identity of the Underwriter. b. Within seven business days following the execution of this Agreement and within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter and in any event at least one business day before the Closing, the District shall deliver to the Underwriter copies of the final Official Statement signed by the District(together with any amendments or supplements that have been approved by the District and the Underwriter) relating to the Series 2021 Bonds with only the changes as are approved by the Underwriter and the District, in the quantities as the Underwriter may reasonably request, in order for them to comply with Rule G-32, Rule G-36 and any other applicable rules of the MSRB and Rule 15c2-12 under the Securities Exchange Act of 1934,as amended("Rule 15e2-12"). In this Agreement,the Official Statement,including all appendices and financial and statistical information included in the Official Statement, and the changes, supplements and amendments as are made in accordance with this Section 3 or are otherwise consented to in writing by the Underwriter and the District, is called the "Official Statement." Delivery of copies of the Official Statement shall constitute the District's(i)authorization of(A)the distribution of the Official Statement and(B)the use of the information contained in the Official Statement and the documents referred to in the Official Statement, in accordance with applicable law, in connection with the offering of the Series 2021 Bonds by the Underwriter; and(ii) 3 ACTIVE 49445187v9 representation that the Official Statement does not,and will not, contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading. C. If, during the period from the date of this Agreement to and including the date which is 25 days after the"end of the underwriting period"(as defined below),there shall exist any event which,in the opinion of the Underwriter and counsel to the Underwriter or in the opinion of the District, requires a supplement or amendment to the Official Statement so that it will not contain an untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading, when it is delivered to a potential investor, the District will supplement, amend, or cause to be supplemented or amended, the Official Statement in a form and in a manner approved by the Underwriter and the District and will furnish to the Underwriter the supplement or amendment in sufficient quantity to permit the Underwriter to comply with the requirements of Rule 15c2-12. d. If, during the period from the date of this Agreement to and including the date which is 25 days after the"end of the underwriting period,"any event shall occur as a result of which it is necessary to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in light of the circumstances existing at the time it is delivered to a purchaser, or it is necessary to amend or supplement the Official Statement to comply with law,the District agrees,promptly after becoming aware of this event,to notify the Underwriter and shall prepare and furnish,or cooperate in the preparation of, a reasonable number of copies of an amendment of or supplement to the Official Statement(in form and substance satisfactory to counsel to the Underwriter)so that the Official Statement as amended and supplemented will not contain an untrue statement of a material fact, or omit to state a material fact, necessary to make the statements in the Official Statement, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser,not misleading in any material respect. e. For the purpose of the preceding two paragraphs,the District may assume that the"end of the underwriting period" (as defined in Rule 15c2-12) has occurred on the Closing Date, unless the Underwriter notifies the District in writing prior to the day that any Bonds remain unsold,in which case the "end of the underwriting period"shall be deemed to be extended for 30 days from the date of the notice. The deemed end of the underwriting period shall be extended for additional periods of 30 days each upon receipt of written notification from the Underwriter that any Bonds remain unsold. f. The District ratifies and approves the Official Statement and the use of the Preliminary Official Statement and the Official Statement, including all amendments and supplements to the date of each Bond Document,by the Underwriter in connection with the offering and sale of the Series 2021 Bonds. The District authorizes the Underwriter to use the Bond Documents and the information in the Bond Documents contained in connection with the offering and sale of the Series 2021 Bonds. 4. Closing. By 1:00 p.m., Central standard time, on September 9, 2021 or any other time or date as shall be mutually agreed upon by the District and the Underwriter(the"Closing Date"),the District will deliver or cause to be delivered the Series 2021 Bonds to the account of the Underwriter in form satisfactory to the District and the Underwriter, bearing CUSIP identification numbers, being duly issued, executed and authenticated, registered in the name of Cede & Co. as nominee for DTC, in the form and otherwise as described below, together with the other documents mentioned below, and, subject to the terms and conditions of this Agreement,the Underwriter will accept delivery and pay the purchase price of the Series 2021 Bonds as set forth in Section 1 of this Agreement in immediately available funds. The Trustee, on behalf of the District,will retain the Series 2021 Bonds in book entry form pursuant to the FAST procedures 4 ACTIVE 49445187v9 of DTC for the benefit of the Underwriter. (Delivery and acceptance and payment is the"Closing"). It is anticipated that CUSIP identification numbers (to be obtained by the Underwriter) will be assigned to the Series 2021 Bonds, but neither the failure to obtain the numbers, nor any error in these numbers shall constitute a cause for failure or refusal by the Underwriter to accept delivery of the Series 2021 Bonds in accordance with the terms of this Agreement. 5. Representations of the Underwriter. The Underwriter agrees to make a bona fide public offering of all the Series 2021 Bonds at prices not in excess of the initial offering prices, or yields not less than the yields, set forth in Exhibit A to this Agreement. The Underwriter may offer and sell the Series 2021 Bonds to certain dealers(including dealers depositing the Series 2021 Bonds into investment trusts or mutual funds) and others at prices lower than the offering prices set forth in the Official Statement. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices and yields as the Underwriter may deem necessary in connection with the marketing of the Series 2021 Bonds. The Underwriter also reserves the right to: (i)over-allot or effect transactions which stabilize or maintain the market price of the Series 2021 Bonds at levels above those that might otherwise prevail in the open market and (ii)discontinue the stabilizing, if commenced,at any time without prior notice. The Underwriter acknowledges that it received and reviewed the Continuing Disclosure Agreement. 6. Establishment of Issue Price. (a) The Underwriter agrees to assist the District in establishing the issue price of the Series 2021 Bonds and shall execute and deliver to the District at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications,substantially in the form attached hereto as Exhibit B,with such modifications as may be appropriate or necessary,in the reasonable judgment of the Underwriter, the District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2021 Bonds. (b) Except as otherwise set forth in Exhibit A attached hereto, the District will treat the first price at which 10%of each maturity of each series of the Series 2021 Bonds(the"10%test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Agreement, the Underwriter shall report to the District the price or prices at which the Underwriter has sold to the public each maturity of each series of Bonds. For purposes of this section, if the Series 2021 Bonds of a series mature on the same date but have different interest rates,each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2021 Bonds. (c) The Underwriter confirms that it has offered the Series 2021 Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Agreement, the maturities, if any, of the Series 2021 Bonds of a series for which the 10% test has not been satisfied and for which the District and the Underwriter agrees that(i) the Underwriter will retain unsold Bonds of each maturity of a series for which the 10%test has not been satisfied and not allocate any such bonds to any other Underwriter and(ii)the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering- price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of a series of the Series 2021 Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity of such series to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: 5 ACTIVE 49445187v9 (1) the close of the fifth(51h)business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2021 Bonds of such series to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the District promptly after the close of the fifth(51h)business day after the sale date whether the Underwriter has sold 10%of that maturity of the Series 2021 Bonds of such series to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that: (1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Series 2021 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement,as applicable: (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity and series allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity and series allocated to it have been sold or it is notified by the Underwriter that the 10%test has been satisfied as to the Series 2021 Bonds of that maturity and series, provided that, the reporting obligation after the Closing may be at reasonable periodic intervals or otherwise upon the request of the Underwriter and(ii)to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter. (B) to promptly notify the Underwriter of any sales of the Series 2021 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2021 Bonds to the public(each such term being defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker- dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Series 2021 Bonds to the public,together with the related pricing wires,contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2021 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity and series allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Series 2021 Bonds of that maturity and series, provided that, the reporting obligation after the Closing may be at reasonable periodic intervals or otherwise upon the request of the Underwriter or the dealer, and (B)comply with the hold-the-offering-price rule,if applicable,if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on(i) in the event a selling group has been created in connection with the initial sale of the Series 2021 Bonds to the public, the agreement of each dealer who is a member of the selling group 6 ACTIVE 49445987v9 to comply with the requirements for establishing the issue price of the Series 2021 Bonds, including, but not limited to,its agreement to comply with the hold-the-offering-price rule,if applicable to the Series 2021 Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement that was employed in connection with the initial sale of the Series 2021 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Series 2021 Bonds, including,but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2021 Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The District further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group,or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Series 2021 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2021 Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2021 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) "public"means any person other than an underwriter or a related party, (ii) "underwriter"means(A)any person that agrees pursuant to a written contract with the District (or with the lead underwriter to fonn an underwriting syndicate) to participate in the initial sale of the Series 2021 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2021 Bonds to the public(including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 2021 Bonds to the public), (iii) a purchaser of any of the Series 2021 Bonds is a"related party"to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A)more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other),and (iv) "sale date" means the date of execution of this Agreement by all parties. 7. Representations of the District. The District makes the following representations as of the date of this Agreement and as of the date of the Closing,all of which will survive the purchase and offering of the Series 2021 Bonds: a. The District is a political subdivision of the state of Texas and the City of Baytown,Texas (the "City") and is authorized by its Board of Directors to issue the Series 2021 Bonds and otherwise facilitate the acquisitions, construction and equipping of the Hotel. 7 ACTIVE 49445187v9 b. The District has full power and authority(i)to issue,sell and deliver the Series 2021 Bonds as provided in the Indenture, (ii) to secure and provide for the payment of the Series 2021 Bonds as described in the Indenture and (iii) to adopt the Resolution (defined in paragraph (d) below) and to enter into District Documents (as defined below) and undertake the obligations described in the District Documents and in the Preliminary Official Statement and the Official Statement. C. The District has duly authorized the execution and delivery of the Series 2021 Bonds, the Bond Documents to which the District is a party, Amended and Restated Hotel and Convention Center Development Management Agreement, the Asset Management Agreement, the Design-Build Agreement, the Ground Lease Agreement, the City Facilities Unit Special Warranty Deed, Interlocal Agreement, the Interlocal Agreement, the Condominium Declaration, the City Facilities Unit Lease Agreement, the Leasehold Deed of Trust, the Collateral Assignment of Contracts, the Pledge and Security Agreement, Assignment of Leases and Rents, the Marina Site Parking Agreement, the Baytown Convention Center Hotel Booking Agreement, the Hotel Services Agreement, and the Technical Services Agreement (collectively, the "District Documents") and the issuance and sale of the Series 2021 Bonds and the use and distribution of the Preliminary Official Statement and the Official Statement,and all actions on its part necessary or appropriate to carry out the same have been duly and effectively taken, and the performance of these actions will not conflict with,or constitute a breach of or default under any commitment,instrument or agreement to which the District is a party or by which it or any of its properties may be bound or under any existing law,rule regulation, ordinance,judgment, order or decree to which the District is subject. d. The resolutions of the District (the "Resolutions") approving, among other things, the issuance of the Series 2021 Bonds, the execution and delivery of the District Documents, the Preliminary Official Statement and the Official Statement and the use and distribution by the Underwriter in connection with the offering and sale of the Series 2021 Bonds, were duly adopted by the District on August 5, 2021 and August 25,2021,are in full force and effect, have not been amended or supplemented after the date of passage, and constitutes legal, valid and binding actions of the District. Each of the District Documents has been duly authorized and (assuming due authorization, execution and delivery by the other parties thereto) when executed, will constitute a valid and binding obligation of the District enforceable in accordance with its terms against the District, subject to equitable principles, bankruptcy, insolvency and similar laws and public policy limiting the right to indemnification. Neither the execution, delivery and performance of the District Documents nor the consummation by the District of any of the transactions contemplated in this Agreement or in the District Documents nor performance of or compliance with the terms and conditions in this Agreement or in the District Documents(i)contravenes any law applicable to the District, the Hotel, or any of the Trust Estate, (ii) constitutes a default under or results in the violation of the provisions of the organizational documents of the District,or constitutes a default under or results in the violation of any of the provisions of any of the District Documents, or any other agreement, indenture, deed of trust,mortgage, lease,note,bond,contract or other instrument to which the District is a party or by which the District or its properties may be bound, or(iii) results in the creation or imposition of any liens (other than Pennitted Encumbrances) on any of the Trust Estate or the Hotel, or results in the acceleration of any obligation of the District,except as expressly provided in the Bond Documents. e. The District is in compliance with and is not in default under(i)any and all statutes, laws, rules, regulations, permits, approvals, orders, decrees or judgments applicable to the District and (ii) all terms and provisions of all District Documents and all Bond Documents, unless the noncompliance or default could not reasonably be expected to have a Material Adverse Effect, and no notice of any noncompliance or default has been given or received by the District. During the five years immediately preceding the date of this Agreement, the District did not have an obligation under any written contract or agreement,entered into to assist a participating underwriter to comply with Rule 15c2-12 to provide annual financial information or operating data as an "obligated person" in connection with any debt obligation subject to Rule 15c2-12. 8 ACTIVE 49445187v9 f. Other than as listed under the caption "LITIGATION — Litigation Affecting the Series 2021 Bonds or the Hotel Facilities"and"Litigation Affecting the District"in the Official Statement,there are no actions,suits or proceedings at law or in equity or by or before any governmental authority or public body now pending against the District or,to the best of the District's knowledge after due inquiry,pending against any other Person, or threatened against the District or any other Person in connection with the sale or delivery of the Series 2021 Bonds or the transactions described in the Preliminary Official Statement and the Official Statement or pending or threatened against the Hotel or any property or other assets or rights of the District or any other Person with respect to the Hotel, any District Document, any Bond Document, or the transactions contemplated in this Agreement or in the Preliminary Official Statement and the Official Statement. g. The District has reviewed the Hotel Market Study (as defined below) of CBRE Hotels, a service line of CBRE, Inc. ("CBRE") set forth in Appendix B to the Official Statement. To its actual knowledge,the District is not aware of any omission or misstatement of a material fact in the Hotel Market Study. h. When delivered to and paid for by the Underwriter in accordance with the terms of this Agreement and duly authenticated by the Trustee, the Series 2021 Bonds will have been duly authorized, executed, authenticated, issued and delivered, and will constitute the legal, valid and binding limited obligations of the District, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws affecting creditors' rights generally as these laws exist currently or as they are enacted, and their enforcement may be subject to the exercise of judicial discretion, including the application of principles of equity and those relating to equitable subordination. i. On, or as of, the Closing Date, all authorizations, consents and approvals of, notices to, registrations or filing with, or actions in respect of any governmental body, Person, agency or other instrumentality or court required to be obtained,given or taken on behalf of the District in connection with the execution, delivery and performance by the District of the District Documents or any other agreement or instrument to which the District is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents will have been obtained,given or taken and will be in full force and effect, provided that the representation is limited to the laws of the State of Texas and the Federal laws of the United States of America and no representation is made with respect to compliance with the securities or"Blue Sky" laws of the various states of the United States, the District of Columbia and Puerto Rico. j. The Preliminary Official Statement,as of its date and as of the date of this Agreement,and the Official Statement, as of its date and as of the Closing Date (in each case, except for information contained under the captions "THE SERIES 2021 BONDS — Book-Entry Only System," "OPERATION OF THE HOTEL FACILITIES AND CITY FACILITIES,""TAX MATTERS,""UNDERWRITING,"and "Appendix J—Form of Bond Counsel Opinion,"as to which no representation is made), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements in the Preliminary Official Statement and the Official Statement, in light of the circumstances under which they were made, not misleading. k. All actions and approvals required to be taken or given by or on the part of the District that are required for ratification of the distribution of the Preliminary Official Statement and for approval of the distribution and use of the Official Statement in connection with the offering and sale of the Series 2021 Bonds have been duly and effectively taken and given. 9 ACTIVE 49445187v9 1. Any certificate signed by an authorized officer of the District and delivered to the Underwriter shall be deemed to be a representation and warranty by the District to the Underwriter as to the statements made in the certificate. 8. Covenants of the District. The District covenants as follows: a. The District will reasonably cooperate in qualifying the Series 2021 Bonds for offer and sale under the Blue Sky or other securities laws of states designated by the Underwriter, provided that the District shall not be required to do business or consent to service of process in any state or jurisdiction other than the State of Texas and that the District's out-of-pocket costs are paid for by the Underwriter. b. The District will do nothing to interfere with the application by the Trustee of the proceeds from the sale of the Series 2021 Bonds for the purposes specified in the Indenture. C. The District will not take any action, or omit to take action which it alone can take, which action or omission will adversely affect the exclusion from gross income of interest on the Series 2021 Bonds for Federal income tax purposes under the Code. d. The District will not adopt any amendment or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. e. The District will notify the Underwriter promptly of the institution of any action, suit, proceeding, inquiry or investigation known to it in connection with the offering, sale or delivery of the Series 2021 Bonds, including any action, suit, proceeding, inquiry or investigation seeking to prohibit or otherwise affect the use of the Official Statement. 9. Conditions to Closing. The Underwriter has entered into this Agreement in part in reliance upon: (a) the representations and warranties of the District contained in this Agreement and in the other District Documents and to be contained in the documents and instruments to be executed and delivered by the District at the Closing and (b) the performance by the District of its obligations under this Agreement and the other District Documents, both as of the date of this Agreement and as of the Closing Date. Accordingly, the Underwriter's obligations under this Agreement to purchase and pay for the Series 2021 Bonds shall be subject to the performance by the District of its obligations to be performed under this Agreement, under the other District Documents, and under the documents and instruments to be executed and delivered at or prior to the Closing, and shall also be subject to satisfaction of each of the following conditions as of the Closing Date: a. The Official Statement, and each supplement or amendment, if any, as may have been agreed to by the Underwriter in(i)a"designated electronic format"that meets the requirements of Rule G- 32 and(ii)a printed format; b. A copy of the Resolutions, which shall contain the undertaking of the District which satisfies the requirements of section (b)(5)(i) of the Rule 15c2-12, as having been duly adopted by the District and in full force and effect, with any supplements or amendments as may have been agreed to by the Underwriter, and all other proceedings taken by the District relating to the authorization and issuance of the Series 2021 Bonds and the execution and delivery of the District Documents,attested by the Secretary or other authorized officer of the District as of the Closing Date; 10 ACTIVE 49445987v9 C. S&P Global Ratings("S&P")shall have issued a rating of"BBB-"(Stable Outlook)to the Series 2021 First-Lien Bonds,a rating of"BB"(Stable Outlook)to the Series 2021 Second-Lien Bonds and a rating of"AA-"(Stable Outlook)to the Series 2021 Third-Lien Bonds,and that all ratings are in effect as of the date of the Closing; d. At the time of the Closing,all official action of the District relating to this Agreement,the Official Statement and the other District Documents shall be in full force and effect and shall not have been amended,modified or supplemented in any material respect; and C. At or prior to the Closing, the Underwriter shall have received each of the following, in each case satisfactory in form and substance to the Underwriter,or shall have waived receipt in writing: (A) Evidence satisfactory to the Underwriter issuance,sale and delivery by the District of the Series 2021 Bonds has occurred (with any changes in amounts as approved by the Underwriter); (B) Fully executed copies of the District Documents; (C) A federal tax certificate, executed by a duly authorized officer of the District in form and substance satisfactory to the Underwriter and Bond Counsel, setting forth, among other things, in the manner permitted by the Code and the regulations promulgated thereunder, the reasonable expectations of the District as of the Closing as to the use of proceeds of the Series 2021 Bonds; (D) An Information Return for Tax-Exempt Bond Issues(the Internal Revenue Service Form 8038-G) for the Series 2021 Bonds, in a form satisfactory to Bond Counsel for filing, executed by a duly authorized officer of the District; (E) The following opinions, each dated the Closing Date and addressed to the Underwriter (or, in lieu of being addressed to the Underwriter, with a reliance letter to the Underwriter): (1) The opinion of Winstead, PC ("Bond Counsel")substantially in the form set forth in Appendix J to the Official Statement. (2) A supplemental opinion of Bond Counsel addressed to the District and the Underwriter, substantially to the effect that: a. the Indenture has been duly adopted and is in full force and effect; b. the Series 2021 Bonds are exempted securities under the Securities Act of 1933, as amended (the "1933 Act"), and the Trust Indenture Act of 1939, as amended(the"Trust Indenture Act"),and it is not necessary, in connection with the offering and sale of the Series 2021 Bonds, to register the Series 2021 Bonds under the 1933 Act or to qualify the Indenture under the Trust Indenture Act; and C. for the statements and information in the Preliminary Official Statement and the Official Statement under the captions "THE SERIES 2021 BONDS," "SECURITY FOR AND SOURCES OF PAYMENT FOR THE SERIES 2021 BONDS," "INFORMATION APPLICABLE TO THE SERIES 2021 THIRD- LIEN BONDS", "TAX MATTERS" and Appendix A — Form of Indenture of 11 ACTIVE 49445187v9 Trust, Bond Counsel is of the opinion that the descriptions present a fair and accurate summary of the provisions of the laws and instruments described, and that information conforms to the Series 2021 Bonds, the Indenture and the Resolution. (3) An opinion, dated as of the date of Closing and addressed to the District, by Winstead, PC, as special counsel to the District, in a form acceptable to the Underwriter and counsel to the Underwriter, as to the validity and enforceability of the District Documents and the fairness and accuracy of the information in the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date under the caption "OPERATION OF THE HOTEL FACILITIES AND CITY FACILITIES"; (4) An opinion, dated as of the date of Closing, of Operator's legal counsel, in a form acceptable to the Underwriter and counsel to the Underwriter, as to the validity and enforceability of the Hotel Services Agreement and the Technical Services Agreement and the fairness and accuracy of the information in the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date under the caption "OPERATION OF THE HOTEL FACILITIES AND CITY FACILITIES"; (5) An opinion, dated as of the date of Closing, of Development Manager's legal counsel, in a form acceptable to the Underwriter and counsel to the Underwriter, as to the validity and enforceability of the Amended and Restated Development Management Agreement, the Asset Management Agreement, the FF&E Agreement, the Consent and Subordination Agreement of Development Manager,Collateral Assignment of FF&E Agreement,and the fairness and accuracy of the information in the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date under the caption "DEVELOPMENT AND CONSTRUCTION OF THE HOTEL FACILITIES AND CITY FACILITIES—Development Management Agreement"; (6) An opinion, dated as of the date of Closing, of Design/Builder's legal counsel, in a form acceptable to the Underwriter and counsel to the Underwriter, as to the validity and enforceability of the Design-Build Agreement, the Architect Agreement, the Consent and Subordination Agreement of Design-Builder, and the fairness and accuracy of the information in the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date under the caption"DEVELOPMENT AND CONSTRUCTION OF THE HOTEL FACILITIES AND CITY FACILITIES--Design-Build Agreement" and Appendix G — Form of Design-Build Agreement; (7) An opinion, dated the date of the Closing and addressed to the Underwriter, of Greenberg Traurig, LLP, counsel to the Underwriter, in the form as agreed to between the Underwriter and counsel to the Underwriter covering the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date; (F) The Hotel Market Demand Study(the"Hotel Market Study")prepared by CBRE; (G) A certificate,dated the date of Closing,of an appropriate official of the District to the effect that: (1)the representations and warranties of the District contained in this Agreement or in any certificate or document delivered by the District pursuant to the provisions of this Agreement are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (2) no litigation or proceeding against the District is pending or, to the best of his or her knowledge,threatened in any court or administrative body which would(a)contest the right of 12 ACTIVE 49445187v9 the directors, officers or officials of the District to hold and exercise their respective positions, (b)contest the due organization and valid existence of the District,(c) attempt to restrain or enjoin the issuance or delivery of the Series 2021 Bonds or the District's operation of the Hotel,or contest the validity, due authorization and execution of the Series 2021 Bonds or the approval, execution or delivery of this Agreement,the Resolution or the Continuing Disclosure Agreement,(d)attempt to limit,enjoin or otherwise restrict or prevent the District from functioning and collecting revenues of the Hotel (or making payments on the Series 2021 Bonds) pursuant to the Indenture and the Hotel Services Agreement, or collection of the revenues of the Hotel pledged to pay the principal of and interest on the Series 2021 Bonds,or the pledge thereof,or(e)contesting the exclusion from federal income taxation of interest on the Series 2021 Bonds; (3)all official action of the District relating to the Official Statement, the Series 2021 Bonds, the District Documents, and the Resolutions have been duly taken by the District, are in full force and effect and have not been modified, amended, supplemented or repealed; and (4) no act or omission of the District has occurred since the date of the Preliminary Official Statement and the Official Statement which should be disclosed in the Preliminary Official Statement and the Official Statement for the purpose for which they are to be used or which it is necessary to disclose in the Official Statement in order to make the statements and information in the Official Statement, in light of the circumstances under which they were made,not misleading in any material respect as of the time of Closing, and the information contained in the Preliminary Official Statement and the Official Statement are correct in all material respects and, as of the date of the Preliminary Official Statement and the Official Statement did not, and as of the date of the Closing does not,contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements made, in light of the circumstances under which they were made, not misleading; (H) A certificate of the Operator in form and substance acceptable to the Underwriter and counsel to the Underwriter, to the effect that the information contained in the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date under the caption"OPERATION OF THE HOTEL FACILITIES AND CITY FACILITIES"does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (1) A certificate of the Development Manager in form and substance acceptable to the Underwriter and counsel to the Underwriter, to the effect that the information contained in the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date under the caption "DEVELOPMENT AND CONSTRUCTION OF THE HOTEL FACILITIES AND CITY FACILITIES" does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (J) A certificate of the Design/Builder in form and substance acceptable to the Underwriter and counsel to the Underwriter, to the effect that the information contained in the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date under the caption "PROJECT PARTICIPANTS—The Design/Builder" and "DEVELOPMENT AND CONSTRUCTION OF THE HOTEL FACILITIES AND CITY FACILITIES—Design-Build Agreement"does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made,not misleading; (K) A certificate of CBRE in form and substance acceptable to the Underwriter and counsel to the Underwriter, (i)certifying that the information contained in the Official Statement 13 ACTIVE 49445187v9 under the caption"MARKET STUDY"does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made,not misleading,(ii)consenting to the references in the Official Statement to CBRE and the Hotel Market Study and (iii)certifying that the copy of the Hotel Market Study included as Appendix B to the Official Statement is a true, correct and complete copy of the Hotel Market Study as prepared, signed and delivered by CBRE; (L) A certificate of Broaddus & Associates (the "Construction Monitor") in form and substance acceptable to the Underwriter and counsel to the Underwriter, (i)certifying that the information contained in the Official Statement under the captions "INTRODUCTION - Plan and Budget Review,""PROJECT PARTICIPANTS - Construction Monitor," and "DEVELOPMENT AND CONSTRUCTION OF THE HOTEL FACILITIES AND CITY FACILITIES—Construction Monitoring Agreement" does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii)consenting to the references in the Preliminary Official Statement and the Official Statement to the Construction Monitor and the report, dated June 15,2020 and updated on April 23,2021,entitled Baytown Hotel&Convention Center Project Plan and Budget Review prepared by the Construction Monitor; (M) A copy of the DTC Letter of Representations with respect to its appointment by the District as security depository for the Series 2021 Bonds; (N) A certificate of the Trustee, signed by an authorized officer of the Trustee, satisfactory to the Underwriter and dated as of Closing, to the effect that (i)pursuant to the terms of the Indenture, the Trustee has duly accepted the offices of Trustee, paying agent and bond registrar and(ii) attached to the certificate as an appendix is evidence of authority to act as Trustee, paying agent and bond registrar; (0) A certificate of the District's insurance consultant certifying to the sufficiency of the insurance requirements set forth on Exhibit J to the Indenture; (P) At or prior to the Closing Date, evidence that the District has deposited its equity contribution, in the amount of$9,640,000,with the Trustee; (Q) The additional legal opinions,certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date of this Agreement and as of the Closing Date,of the District's representations and warranties contained in this Agreement and of the statements and information contained in the Preliminary Official Statement as of its date and the Official Statement as of its date and the due performance or satisfaction by the District at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the District. All opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions of this Agreement only if they are in form and substance reasonably satisfactory to the Underwriter and counsel to the Underwriter. If the District shall be unable to satisfy or cause to be satisfied any condition to the obligations of the Underwriter contained in this Agreement or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate, and neither the Underwriter nor the District shall be under any further obligation or subject to any further liability hereunder, except that the respective obligations of the District and the Underwriter for the payment of expenses, as provided in 14 ACTIVE 49445187v9 Section 12 of this Agreement, shall continue in full force and effect. Notice of the termination shall be given to the District and the Underwriter in writing or by telephone or facsimile confirmed in writing. 10. Termination. The Underwriter shall have the right to terminate their obligations under this Agreement to purchase and pay for the Series 2021 Bonds by notifying the District and the City in writing of its election to do so if, after the execution of this Agreement and prior to the Closing,any of the following events shall occur in the sole and reasonable judgment of the Underwriter: (i) an event shall occur which makes untrue or incorrect in any material respect,as of the time of the event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected in the Official Statement in order to make the statements contained in the Official Statement in light of the circumstances under which they were made not misleading in any material respect and, in either event, (a) the District refuses to permit the Official Statement to be supplemented to supply a statement or information in a manner satisfactory to the Underwriter or (b) the effect of the Official Statement as supplemented is, in the reasonable judgment of the Underwriter, to materially adversely affect the market price or marketability of the Series 2021 Bonds or the ability of the Underwriter to enforce contracts for the sale, at the contemplated offering prices (or yields), of the Series 2021 Bonds; or (ii) legislation shall be introduced in, enacted by, reported out of committee,or recommended for passage by the State of Texas, either House of the Congress, or recommended to the Congress or otherwise endorsed for passage(by press release, other form of notice or otherwise)by the President of the United States, the Treasury Department of the United States,the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives,or legislation is proposed for consideration by either committee by any member thereof or presented as an option for consideration by either committee by the staff or the committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or a bill to amend the Code (which, if enacted, would be effective as of a date prior to the Closing)shall be filed in either House, or a decision by a court of competent jurisdiction shall be rendered, or a regulation or filing shall be issued or proposed by or on behalf of the Department of the Treasury or the Internal Revenue Service of the United States, or other agency of the federal government, or a release or official statement shall be issued by the President,the Department of the Treasury or the Internal Revenue Service of the United States, in any case with respect to or affecting (directly or indirectly) the federal or state taxation of interest on obligations of the general character of the Series 2021 Bonds which, in the reasonable judgment of the Underwriter, materially adversely affects the market price or marketability of the Series 2021 Bonds or the ability of the Underwriter to enforce contracts for the sale,at the contemplated offering prices (or yields), of the Series 2021 Bonds; or (iii) a stop order, ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, sale or distribution of obligations of the general character of the Series 2021 Bonds (including any related underlying obligations) is or would be in violation of any provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended or the Trust Indenture Act; or (iv) legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission,or any other governmental agency having jurisdiction of the subject 15 ACTIVE 49445187v9 matter, to the effect that obligations of the general character of the Series 2021 Bonds, including any or all underlying arrangements,are not exempt from registration under or other requirements of the 1933 Act, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering or sale of obligations of the general character of the Series 2021 Bonds, including any or all underlying arrangements, as contemplated by this Agreement or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; or (v) there shall have occurred (1) any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war; or (2) any other calamity or crisis in the financial markets of the United States or elsewhere, or an escalation thereof; or (3) a downgrade of the sovereign debt rating of the United States by any major credit rating agency or payment default on United States Treasury obligations; or (4) a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against any state of the United States or any city, county or other political subdivision located in the United States having a population of over 1,000,000, which, in the reasonable judgment of the Underwriter, materially adversely affects the market price or marketability of the Series 2021 Bonds or the ability of the Underwriter to enforce contracts for the sale,at the contemplated offering prices(or yields),of the Series 2021 Bonds; or (vi) there shall have occurred a general suspension of trading, minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required on the New York Stock Exchange or other national stock exchange whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental agency having jurisdiction or any national securities exchange shall have: (i) imposed additional material restrictions not in force as of the date of this Agreement with respect to trading in securities generally, or to the Series 2021 Bonds or similar obligations or (ii) materially increased restrictions now in force with respect to the extension of credit by or the charge to the net capital requirements of underwriters or broker-dealers which, in the reasonable judgment of the Underwriter, materially adversely affects the market price or marketability of the Series 2021 Bonds or the ability of the Underwriter to enforce contracts for the sale, at the contemplated offering prices (or yields), of the Series 2021 Bonds; or (vii) a general banking moratorium shall have been declared by federal or New York or Texas state authorities or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred which, in the reasonable judgment of the Underwriter, materially adversely affects the market price or the marketability for the Series 2021 Bonds or the ability of the Underwriter to enforce contracts for the sale, at the contemplated offering prices (or yields), of the Series 2021 Bonds; or (viii) a downgrading or suspension of any rating (without regard to credit enhancement) by Moody's Investors Service,Inc.("Moody's"),S&P,or Fitch Ratings("Fitch")of any debt securities issued by the District or (ii) there shall have been any official statement as to a possible downgrading (such as being placed on"credit watch"or"negative outlook"or any similar qualification)of any rating by Moody's, S&P or Fitch of any debt securities issued by the District, including the Series 2021 Bonds. 11. Limited Obligations. The Series 2021 Bonds are limited obligations of the District payable solely from the Trust Estate in accordance with the Indenture. Neither the State, the City nor any political corporation, subdivision or agency of the State is obligated to pay the principal of or premium, if any, or interest on the Series 2021 Bonds, other than the District solely in accordance with the Indenture. Neither the faith or credit nor the 16 ACTIVE 49445187v9 taxing power of the State, the City or any political district, subdivision or agency of the State is pledged to the payment of the principal of,premium, if any, or interest on the Series 2021 Bonds. The District has no taxing power. All covenants, promises, agreements, duties and obligations of the District set forth in the Indenture, this Agreement and the Series 2021 Bonds shall be solely the covenants,promises, agreements, duties and obligations of the District and shall not be deemed to be, or be, the covenants, promises, agreements, duties or obligations of any director, officer,employee, attorney or agent of the District in his or her individual capacity, and no recourse shall be had for the payment of the principal of, premium, if any,or interest on the Series 2021 Bonds or any other amount payable hereunder or in connection herewith, or for any claim based on this Agreement or on the Series 2021 Bonds, against any asset of the District other than the revenues and other security pledged under the Indenture or against any director, officer, employee, attorney or agent of the District in his or her individual capacity. 12. Fees and Expenses. The Underwriter shall not be under any obligation to pay, and the District agrees to pay, any expenses incident to the performance of the District's obligations hereunder, including but not limited to (a)the cost of the preparation and printing(including for distribution on or prior to the date of execution of this Agreement) of the Preliminary Official Statement, the Official Statement, the Hotel Market Study and the other Bond Documents;(b)the cost of the preparation and printing of the Series 2021 Bonds; (c)rating agency fees; (d)the fees and disbursements of Bond Counsel; (e) the fees and disbursements of the District's financial advisor and special counsel; (f) the fees and disbursements of counsel to the Operator; (g) the fees and disbursements of counsel to the Development Manager; (h) the fees and disbursements of counsel to the Design/Builder; (i)the fees and disbursements of counsel to the Underwriter; 0)the fees of the Trustee and the fees and disbursements of its counsel; (k) any Blue Sky filing fees necessary to qualify the Series 2021 Bonds under state securities laws;(1)CUSIP Service Bureau charges; (n)expenses incurred on behalf of District's employees which are directly related to the offering of the Series 2021 Bonds, including, but not limited to, meals, transportation and lodging of those employees; and (o) any fees or expenses the District incurs as a result of any amendment of or supplement to the Official Statement prepared pursuant to Section 3, in all cases to the extent that the proceeds of the Series 2021 Bonds are insufficient or unavailable to pay the same. The Underwriter shall pay(from the expense component of the Underwriter's discount)(i)the cost of qualifying the Series 2021 Bonds under any Blue Sky laws or other securities laws as the Underwriter may determine (other than Blue Sky filing fees) and the cost of the preparation and printing of any Blue Sky Memorandum, of this Agreement and of any other underwriting documents; (ii) all advertising expenses in connection with the offering of the Series 2021 Bonds; and (iv) fees to Digital Assurance Certification, LLC for a continuing undertaking compliance review. 13. Notices. Any notice or other communication to be given under this Agreement may be given by delivering the same in writing(i) to the District at the District's address set forth above and(ii)to the Underwriter by delivering the same in writing to Citigroup Global Markets Inc., 3800 Citigroup Center Drive, Tampa, Florida 33610,Attention: William M. Corrado, Director. 14. Beneficiaries. This Agreement is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter but excluding the Registered Owners solely by reason of their 17 ACTIVE 49445987V9 purchasing Bonds), and no other person shall acquire or have any right hereunder or by virtue of this Agreement except as provided in Section 12 of this Agreement. All of the District's representations and warranties,which are made only as of the date of this Agreement and the Closing Date,and the agreements contained in this Agreement shall remain operative and in full force and effect regardless of any investigations made by or on behalf of the Underwriter. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts performed wholly in the State of Texas and without reference to its conflicts of law provisions. 16. Counterparts; Entire Agreement. This Agreement may be executed in one or more counterparts, each of which will be regarded as an original and all of which will constitute one and the same document. This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings related to such subject matter, and it is agreed that there are no terms, understandings,representations or warranties, express or implied, other than those set forth herein. 17. Form 1295. The Underwriter confirms that it is exempt from submitting a completed Form 1295 in connection with the Underwriter's execution of this Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC(the"Form 1295"). 18. No Boycott of Israel. The Underwriter hereby represents that it does not "Boycott Israel" (as such term is defined in Section 2270.001, Texas Government Code, as amended) and, subject to or as otherwise required by applicable Federal law,including,without limitation,50 U.S.C. Section 4607,hereby agrees not to Boycott Israel during the term of this Agreement, which for the purposes of this section shall mean the end of the underwriting period unless this Agreement is terminated in accordance with the provisions hereof. For the purposes of this representation, the Underwriter has utilized the definition of Company in Section 808.001(2)of the Texas Government Code. 19. No Terrorist Organization. The Underwriter represents that, to the extent this Agreement constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable Federal law, the Underwriter, nor any wholly owned subsidiary, majority-owned subsidiary,parent company or affiliate of the Underwriter is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code on the following website: https://comptroller.texas.gov/purchasing/publications/divestment.php. 18 ACTIVE 49445187v9 Very truly yours, CITIGROUP GLOBAL MARKETS INC. By William M. Corrado Director ACCEPTED: BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT By: General Manager ACCEPTED at a.m./p.m.central time this day of August,2021. 20 ACTIVE 49445987v9 20. Effective Date. This Agreement shall become effective upon the execution and the acceptance of this Agreement by the District and shall be valid and enforceable as of the time of acceptance. [SIGNATURES BEGIN ON FOLLOWING PAGE] 19 ACTIVE 49445187V9 Exhibit A $189055,000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT First-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021A Maturity Principal (October 1) Amount Interest Rate Price 2031 $2,695,000 2.50% 100.000 2050 159360,000 4.00 109.996 The Series 2021 First-Lien Bonds maturing on October 1,2050 are subject to optional redemption,in whole or in part,on any date on and after October 1,2031 at a price equal to 100%of the principal amount thereof and interest accrued to the date of redemption. The Series 2021 First-Lien Bonds maturing on October 1, 2031 and October 1, 2050 are subject to scheduled mandatory sinking fund redemption, in part, at a price equal to the principal amount thereof, without premium,plus accrued interest to the mandatory sinking fund redemption date,on the dates and in the respective principal amounts set forth in the following schedule: Series 2021 First-Lien Term Bonds Maturing October 1,2031 Sinking Fund Redemption Date Principal Amount (October 1) to be Redeemed 2025 $335,000 2026 345,000 2027 360,000 2028 385,000 2029 400,000 2030 425,000 2031 (Maturity) 445,000 [The remainder of this page is left blank intentionally.] ACTIVE 49445187v9 Series 2021 First-Lien Term Bonds Maturing October 1,2050 Sinking Fund Redemption Date Principal Amount (October 1) to be Redeemed 2032 $465,000 2033 495,000 2034 525,000 2035 560,000 2036 590,000 2037 625,000 2038 665,000 2039 700,000 2040 740,000 2041 785,000 2042 825,000 2043 870,000 2044 915,000 2045 965,000 2046 1,015,000 2047 1,070,000 2048 1,125,000 2049 1,185,000 2050(Maturity) 1,240,000 A-2 ACTIVE 49445187v9 $149030,000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Second-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 B Maturity Principal (October 1) Amount Interest Rate Price 2031 $1,770,000 3.50% 100.000 2050 12,260,000 5.00 109.515 The Series 2021 Second-Lien Bonds maturing on October 1, 2050 are subject to optional redemption, in whole or in part, on any date on and after October 1, 2031 at a price equal to 100%of the principal amount thereof and interest accrued to the date of redemption. Series 2021 Second-Lien Bonds maturing on October 1,2031 and October 1,2050 are subject to scheduled mandatory sinking fund redemption, in part, at a price equal to the principal amount thereof, without premium, plus accrued interest to the mandatory sinking fund redemption date, on the dates and in the respective principal amounts set forth in the following schedule: Series 2021 Second-Lien Term Bonds Maturing October 1,2031 Sinking Fund Redemption Date Principal Amount (October 1) to be Redeemed 2025 $210,000 2026 215,000 2027 235,000 2028 250,000 2029 270,000 2030 285,000 2031 (Maturity) 305,000 [The remainder of this page is left blank intentionally.] A-3 ACTIVE 49445187v9 Series 2021 Second-Lien Term Bonds Maturing October 1,2050 Sinking Fund Redemption Date Principal Amount (October 1) to be Redeemed 2032 $330,000 2033 350,000 2034 380,000 2035 410,000 2036 435,000 2037 470,000 2038 505,000 2039 5401000 2040 575,000 2041 610,000 2042 655,000 2043 700,000 2044 745,000 2045 790,000 2046 840,000 2047 895,000 2048 950,000 2049 1,010,000 2050(Maturity) 1,070,000 A-4 ACTIVE 49445987v9 $309680,000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 C Maturity Principal (October 1) Amount Interest Rate Price 2025 $480,000 5.00% 117.758 2026 510,000 5.00 121.122 2027 845,000 5.00 123.998 2028 890,000 5.00 126.503 2029 9257000 5.00 129.024 2030 975,000 5.00 131.329 2031 1,0307000 5.00 133.452 2032 1,075,000 5.00 132.571 2033 1,130,000 5.00 131.914 2034 1,185,000 5.00 131.370 2035 172501)000 5.00 131.045 2036 1,305,000 5.00 130.721 2037 1,375,000 5.00 130.398 2038 1,440,000 5.00 129.968 2039 1151500 5.00 129.540 2040 1,590,000 5.00 129.007 2045 9,045,000 4.00 116.361 2050 41115,000 4.00 115.774 The Series 2021 Third-Lien Bonds maturing on and after October 1, 2032 are subject to optional redemption, in whole or in part, on any date on and after October 1, 2031 at a price equal to 100% of the principal amount thereof and interest accrued to the date of redemption. Series 2021 Third-Lien Bonds maturing on October 1, 2045 and October 1, 2050 are subject to scheduled mandatory sinking fund redemption, in part, at a price equal to the principal amount thereof, without premium, plus accrued interest to the mandatory sinking fund redemption date, on the dates and in the respective principal amounts set forth in the following schedule: Series 2021 Third-Lien Term Bonds Maturing October 1,2045 Sinking Fund Redemption Date Principal Amount (October 1) to be Redeemed 2041 S 1,675,000 2042 1,735,000 2043 1,805,000 2044 1,880,000 2045(Maturity) 1,950,000 A-5 ACTIVE 49445187v9 Series 2021 Third-Lien Term Bonds Maturing October 1,2050 Sinking Fund Redemption Date Principal Amount (October 1) to be Redeemed 2046 $760,000 2047 790,000 2048 820,000 2049 855,000 2050(Maturity) 890,000 A-6 ACTIVE 49445987v9 Exhibit B FORM OF ISSUE PRICE CERTIFICATE $1890559000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT First-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021A $14,0309000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Second-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 B $30,6809000 BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 C ISSUE PRICE,WEIGHTED AVERAGE MATURITY AND YIELD CERTIFICATE The undersigned, Citigroup Global Markets Inc. (the"Underwriter"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned First-Lien Hotel Revenue Bonds, Series 2021 A (the "Series 2021 First-Lien Bonds"), Second-Lien Hotel Revenue Bonds, Series 2021 B (the "Series 2021 Second-Lien Bonds"), and the Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds, Series 2021 C (the "Series 2021 Third-Lien Bonds", and, collectively with the Series 2021 First- Lien Bonds and Series 2021 Second-Lien Bonds, the"Series 2021 Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each General Rule Maturity the first price at which at least 10%of such Maturity of each series of the Bonds was sold to the Public is the respective price listed in Schedule A hereto. 2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) The Underwriter offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A hereto(the"Initial Offering Prices")on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Series 2021 Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement dated August 25,2021 between the Baytown Municipal Development District(the"District")and the Underwriter,the Underwriter has agreed in writing that, (i)the Underwriter would retain the unsold Series 2021 Bonds of each Hold-the-Offerinb Price Maturity, (ii) for each Maturity of the Hold-the-Offering-Price Maturities, the Underwriter would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity(the"hold-the-offering-price rule"),and(iii)any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer B-1 ACTIVE 49445187v9 who is a party to the retail distribution agreement,to comply with the hold-the-offering-price rule. Pursuant to such agreement, the Underwriter has not offered or sold unsold Series 2021 Bonds of any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Series 2021 Bonds during the Holding Period. 3. Defined Ternrs. (a) General Rule Maturities means those Maturities of the Series 2021 Bonds listed in Schedule A hereto as the"General Rule Maturities." (b) Hold-the-Offering-Price Maturities means those Maturities of the Series 2021 Bonds listed in Schedule A hereto as the"Hold-the-Offering-Price Maturities." (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after the Sale Date (as defined below), or(ii) the date on which the Underwriter has sold at least 10% of such Hold-the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Maturity means Series 2021 Bonds with the same credit and payment terms. Series 2021 Bonds with different maturity dates,or Series 2021 Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (e) Public means any person (including an individual, trust, estate, partnership, association, company,or corporation)other than the Underwriter or a related party to the Underwriter. The term"related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (0 Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Series 2021 Bonds. The Sale Date of the Series 2021 Bonds is August 25, 2021. (g) Underwriter means (i) any person that agrees pursuant to a written contract with the District(or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Series 2021 Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Series 2021 Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2021 Bonds to the Public). 4. Weiglited Average Maturity and Yield. (a) We have been asked by Bond Counsel to calculate the yield of each series of the Series 2021 Bonds using the definition that follows. Generally,"yield"is the discount rate calculated on the basis of a 360-day year consisting of 12 months of 30 days each and assuming semiannual compounding that, when used in computing the present value as of the date hereof of all unconditionally payable payments of principal, interest (including original issue discount), and fees for qualified guarantees on the Series 2021 Bonds, produces an amount equal to the present value, using the same discount rate, of the issue price of the Series 2021 Bonds. The yield on the Series 2021 Bonds that are"Yield to Call Bonds"is computed by treating such Series 2021 Bonds as redeemed on the optional redemption date that would produce the lowest yield on the issue. Yield to Call Bonds are Series 2021 Bonds subject to optional early redemption and issued at an issue price that exceeds the stated redemption price at maturity by more than one-fourth of one percent multiplied by the product of the stated redemption price at maturity and the number of complete B-2 ACTIVE 49445187v9 years to the first optional call date for such Series 2021 Bonds. In accordance with this calculation, the yield on the Series 2021 First-Lien Bonds is 2.812%, the yield on the Series 2021 Second-Lien Bonds is 3.817%and the yield on the Series 2021 Third-Lien Bonds is 1.829%. (b) We have been asked by Bond Counsel to calculate the weighted average maturity of each series of the Series 2021 Bonds in the following manner: divide (a) the sum of the products determined by taking the Issue Price of each maturity of such series of the Series 2021 Bonds times the number of years from the date hereof to the date of such maturity (treating the mandatory redemption of the related series of Series 2021 Bonds as a maturity), by (b) the aggregate issue price of such series of the Series 2021 Bonds. Based on this calculation, the weighted average maturity of the Series 2021 First-Lien Bonds is 19.67 years, the weighted average maturity of the Series 2021 Second-Lien Bonds is 20.25 years and the weighted average maturity of the Series 2021 Third-Lien Bonds is 17.25 years. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriters' interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the District with respect to certain of the representations set forth in the Non-Arbitrage Certificate and the Tax and Non-Arbitrage Certificate and with respect to compliance with the federal income tax rules affecting the Series 2021 Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Series 2021 Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the District from time to time relating to the Series 2021 Bonds. CITIGROUP GLOBAL MARKETS INC. By William M. Corrado Director Dated: September_, 2021 B-3 ACTIVE 49445187V9 Exhibit "B" INDENTURE OF TRUST between BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, as District and WELLS FARGO BANK,N.A., as Trustee Dated as of September 1,2021 securing Baytown Municipal Development District Hotel Revenue Bonds (Baytown Convention Center Hotel) 4824-3448-6198v.35 63325-1 TABLE OF CONTENTS ARTICLE l DEFINITIONS, RULES OF CONSTRUCTION.....................................................................4 Section1.01 Definitions.....................................................................................................................4 Section 1.02 Rules of Construction....................................................................................................4 Section 1.03 Content of Certificates and Opinions............................................................................5 Section1.04 Equal Security...............................................................................................................5 ARTICLE 2 PLEDGE AND SECURITY FOR THE BONDS.....................................................................5 Section 2.01 Purposes of Indenture; Contract with Owners, Trustee and Credit Providers..............6 Section 2.02 Confirmation of Levy of Sales Tax...............................................................................6 Section 2.03 Pledges and Assignment................................................................................................6 Section 2.04 Limited Obligations of the District...............................................................................8 Section 2.05 Filing of Security Instruments.......................................................................................9 ARTICLE3 THE BONDS...............................................................................................................................9 Section 3.01 Authorization and Terms of the Series 2021 Bonds .....................................................9 Section 3.02 Application of Proceeds of the Series 2021 Bonds and Other Funds.........................I I Section3.03 Additional Bonds.........................................................................................................12 Section 3.04 Form,Numbering, Execution and Authentication of Bonds.......................................16 Section 3.05 Registration,Transfer and Exchange of Bonds...........................................................17 Section 3.06 Payment Provisions.....................................................................................................19 Section 3.07 Book-Entry System.....................................................................................................19 ARTICLE 4 REDEMPTION OF BONDS....................................................................................................20 Section 4.01 General Provisions Regarding Redemption................................................................20 Section 4.02 Optional Redemption of the Series 2021 Bonds.........................................................21 Section 4.03 Mandatory Sinking Fund Redemption........................................................................21 Section 4.04 Extraordinary Mandatory Redemption of the Series 2021 Bonds..............................23 Section 4.05 Selection of Bonds to be Redeemed............................................................................24 Section 4.06 Notice of Redemption.................................................................................................24 Section 4.07 Payment of Redeemed Bonds.....................................................................................25 Section 4.08 Modification by Supplemental Indenture....................................................................25 Section 4.09 Partial Redemption of Bonds......................................................................................25 Section 4.10 Effect of Notice of Redemption..................................................................................25 ARTICLE 5 COVENANTS OF THE DISTRICT AND TRUSTEE..........................................................26 Section 5.01 Development Project Fund and Subaccounts..............................................................26 Section 5.02 Funds and Accounts....................................................................................................26 Section 5.03 Additional Funds,Accounts and Subaccounts;Transfers of Moneys Among Funds.......................................................................................................................27 Section 5.04 Development Project Fund Deposits and Payments ...................................................27 Section 5.05 Transfers to Revenue Fund and Sales Tax Revenue Fund..........................................29 Section5.06 Flow of Funds..............................................................................................................30 Section 5.07 Other Transfers to the First-Lien Bond Debt Service Fund........................................33 Section 5.08 Other Transfers to the Second-Lien Bond Debt Service Fund....................................34 Section 5.09 Transfers From the Sales Tax Revenue Fund to the Third-Lien Bond Debt Service Fund for the Series 2021 C Bonds..............................................................34 Section 5.10 Working Capital Reserve Fund...................................................................................35 Section 5.11 Senior Asset Management Fee Fund...........................................................................36 i Table of Contents(continued) Page Section 5.12 Senior FF&E Fund......................................................................................................36 Section 5.13 First-Lien Bond Debt Service Fund............................................................................37 Section 5.14 First-Lien Bond Reserve Fund....................................................................................37 Section 5.15 Second-Lien Bond Debt Service Fund........................................................................39 Section 5.16 Second-Lien Bond Reserve Fund................................................................................39 Section 5.17 Third-Lien Bond Debt Service Fund...........................................................................40 Section5.18 [Reserved] ...................................................................................................................41 Section5.19 Rebate Fund.................................................................................................................41 Section 5.20 Sales Tax Repayment Fund.........................................................................................44 Section 5.21 Subordinate Management Fee Fund............................................................................44 Section 5.22 Subordinate Asset Management Fee Fund..................................................................45 Section 5.23 Subordinate FF&E Reserve Fund...............................................................................45 Section 5.24 Supplemental First-Lien Bond Reserve Fund.............................................................46 Section 5.25 Supplemental Second-Lien Bond Reserve Fund.........................................................47 Section 5.26 Surplus Revenue Fund................................................................................................47 Section 5.27 Insurance and Condemnation Proceeds Fund.............................................................49 Section 5.28 Administrative Expense Fund.....................................................................................49 Section5.29 Reserved......................................................................................................................49 Section5.30 Reserved......................................................................................................................50 Section 5.31 Construction Contingency Fund..................................................................................50 Section 5.32 Method to Determine Amounts Required to Be Deposited in Certain Funds While Amount is Under Dispute.............................................................................50 Section 5.33 Right of Access to Funds by Design/Builder,Operator and District..........................50 Section 5.34 Operator Entitled to Review Account Information.....................................................50 Section 5.35 Records and Reports of Trustee..................................................................................51 ARTICLE 6 GENERAL REPRESENTATIONS AND COVENANTS.....................................................51 Section 6.01 Payment of Bonds; Limited Obligations.....................................................................51 Section 6.02 Power to Enter Into Indenture, Issue Bonds and Pledge Trust Estate.........................52 Section 6.03 Performance of Covenants..........................................................................................52 Section 6.04 Instruments of Further Assurance...............................................................................52 Section 6.05 Installation and Construction of the Project................................................................52 Section6.06 Zoning ........................................................................................................................55 Section 6.07 Development Management Agreement.......................................................................56 Section 6.08 Design Build Agreement.............................................................................................56 Limitation on EncumbrancesError! Bookmark not defined.............................................................56 Section 6.10 Limitation on Disposition of Assets............................................................................56 Section6.11 Insurance.....................................................................................................................57 Section 6.12 Compliance with Law; Maintenance of the Project....................................................57 Section 6.13 Operation of the Project..............................................................................................57 Section 6.14 Bankruptcy, Insolvency, Receiver..............................................................................58 Section 6.15 Debt Service Coverage................................................................................................59 Section 6.16 Separateness Covenants..............................................................................................61 ARTICLE7 TAX MATTERS.......................................................................................................................61 Section7.01 General........................................................................................................................61 Section 7.02 No Private Use or Payment and No Private Loan.......................................................61 Section 7.03 No Federal Guarantee..................................................................................................62 Section7.04 No Hedge Bonds.........................................................................................................62 Section7.05 No Arbitrage................................................................................................................62 ii Table of Contents(continued) Page Section7.06 Arbitrage Rebate.........................................................................................................62 Section 7.07 Information Reporting.................................................................................................62 Section7.08 Record Retention.........................................................................................................62 Section7.09 Registration.................................................................................................................63 Section7.10 Deliberate Actions.......................................................................................................63 Section 7.11 Continuing Obligation............... ARTICLE8 INVESTMENTS.......................................................................................................................63 Section 8.01 Moneys Held in Trust..................................................................................................63 Section 8.02 Deposits and Transfers................................................................................................63 Section 8.03 Investment of Moneys.................................................................................................64 ARTICLE 9 DISCHARGE OF INDENTURE.............................................................................................65 Section 9.01 Discharge of Indenture................................................................................................65 Section 9.02 Defeasance ..................................................................................................................65 Section 9.03 Balances in Certain Funds and Accounts....................................................................66 ARTICLE 10 DEFAULTS AND REMEDIES.............................................................................................66 Section 10.01 Rights and Remedies,Generally...............................................................................66 Section 10.02 Events of Default.......................................................................................................66 Section 10.03 Notice of Default.......................................................................................................68 Remedies on Event of DefaultEor! Bookmark not defined. ............................................................68 Section 10.05 Application of Proceeds............................................................................................71 Section 10.06 Trustee May Act Without Possession of Bonds........................................................73 Section 10.07 Trustee as Attorney-in-Fact.......................................................................................73 Section 10.08 Remedies Not Exclusive...........................................................................................73 Section 10.09 Limitation on Suits....................................................................................................73 Section 10.10 Restoration of Rights and Remedies.........................................................................74 Waiver of Stay or Extension LawsError! Bookmark not defined....................................................74 Section 10.12 Delay or Omission Not Waiver.................................................................................74 Section 10.13 Subordination of Second-Lien Bonds and Third-Lien Bonds...................................74 Section 10.14 Priority of Payment of Bonds................ Section 10.15 Rights of Development Manager..............................................................................75 Section 10.16 Rights of Design/Builder...........................................................................................76 Section 10.17 Rights of Operator.....................................................................................................76 Section 10.18 Rights of Owners of Series 2021 C Bonds.................................................................76 ARTICLE 11 CONCERNING THE TRUSTEE..........................................................................................76 Section 11.01 Trustee; Appointment and Acceptance of Duties .....................................................76 Section 11.02 Registrars and Other Agents; Appointment and Acceptance of Duties....................76 Section 11.03 Responsibilities of the Trustee..................................................................................76 Section 11.04 Evidence on Which the Trustee May Act.................................................................78 Section11.05 Compensation............................................................................................................79 Section 11.06 Certain Permitted Acts..............................................................................................79 Section 11.07 Resignation of Trustee ..............................................................................................79 Section 11.08 Removal of Trustee...................................................................................................80 Section 11.09 Appointment of Successor Trustee...........................................................................80 Section 11.10 Transfer of Rights and Property to Successor Trustee..............................................80 Section 11.11 Merger or Consolidation...........................................................................................81 Section 11.12 Adoption of Authentication.......................................................................................81 iii Table of Contents(continued) Page Section 11.13 Indemnification.........................................................................................................81 ARTICLE 12 SUPPLEMENTAL INDENTURES; AMENDMENTS TO BOND DOCUMENTS........81 Section 12.01 Supplemental Indentures and Amendments of Bond Documents Effective Without Consent of Registered Owners .................................................................81 Section 12.02 Supplemental Indentures and Amendments to Bond Documents Requiring Registered Owner Consent .....................................................................................82 Section 12.03 Consent of Registered Owners..................................................................................83 Section 12.04 Amendment of Particular Bonds...............................................................................84 Section 12.05 Exclusion of Bonds...................................................................................................84 Section 12.06 General Provisions....................................................................................................84 Section 12.07 Notation on Bonds.....................................................................................................85 Section 12.08 Consent of Operator..................................................................................................85 ARTICLE 13 CASUALTY; CONDEMNATION........................................................................................85 Section 13.01 Damage or Destruction..............................................................................................85 Section 13.02 Insurance Proceeds....................................................................................................86 Section 13.03 Proceeds of Insurance; Insurance Trustee.................................................................87 Section 13.04 Option to Terminate..................................................................................................88 Section 13.05 Condemnation of All or Substantially All.................................................................88 Section 13.06 Condemnation of Part................................................................................................89 Section 13.07 Condemnation Proceedings.......................................................................................90 Section 13.08 Notice of Condemnation...........................................................................................90 Section 13.09 Condemnation by the City.........................................................................................90 ARTICLE 14 MISCELLANEOUS PROVISIONS......................................................................................90 Section 14.01 Successor is Deemed Included in all References to Predecessor..............................90 Section 14.02 Limitation of Rights..................................................................................................91 Section 14.03 Destruction of Bonds.................................................................................................91 Section 14.04 Evidence of Signatures of Registered Owners and Ownership of Bonds.................91 Section 14.05 Money Held for Particular Bonds.............................................................................92 Section 14.06 Preservation and Inspection of Documents...............................................................92 Section 14.07 Failure to Present Bonds ...........................................................................................92 Section 14.08 Severability of Invalid Provisions.............................................................................92 Parties Interested HereinError! Bookmark not defined....................................................................92 Section 14.10 No Recourse on the Bonds........................................................................................93 Section 14.11 No Individual Liability..............................................................................................93 Section 14.12 Indenture and Supplemental Indentures to Constitute Contracts..............................93 Section14.13 Notice........................................................................................................................94 Section14.14 Business Days ...........................................................................................................95 Section14.15 Electronic Storage.....................................................................................................95 Section 14.16 Governing Law;Jurisdiction; Venue........................................................................96 Section14.17 Counterparts..............................................................................................................96 Section14.18 Patriot Act.................................................................................................................96 Section 14.19 Compliance with Government Code.........................................................................96 iv SCHEDULE OF EXHIBITS Exhibit A —Definitions Exhibit B —Form of Bonds Exhibit C —Requisition Requesting Disbursement of Costs of Issuance Exhibit D-I —Requisition Requesting Disbursement of Project Costs Exhibit D-2—Requisition Requesting Disbursement of Project Costs Exhibit E —Requisition Requesting Disbursement of the Required Capital Exhibit F —Working Capital Reserve Fund Requisition Requesting Disbursement Exhibit G —Senior FF&E Fund Requisition Requesting Disbursement Exhibit H —Subordinate FF&E Reserve Fund Requisition Requesting Disbursement Exhibit I —Surplus Revenue Fund Requisition Requesting Disbursement Exhibit J — Insurance Requirements v INDENTURE OF TRUST THIS INDENTURE OF TRUST, dated as of September 1, 2021 (this "Indenture"), is by and between the Baytown MUNICIPAL DEVELOPMENT DISTRICT, a political subdivision of both the State of Texas and the City of Baytown,Texas (the "District"), and WELLS FARGO BANK,N.A., a national banking association organized and existing under the laws of the United States of America,as trustee(the"Trustee"). RECITALS WHEREAS, at an election held on May 5, 2001, the citizens of the City of Baytown, Texas (the "City")authorized the creation of the District and the imposition of a sales and use tax at a rate of one-half of one percent for the purpose of financing development projects beneficial to the City and the District; and WHEREAS,the City has determined that it is in the best interests of the City and its residents that the District construct a full-service,upscale hotel and convention center that will include public meeting space and related public infrastructure and facilities as well as certain surface parking,landscaping,hardscaping and other amenities; and WHEREAS,the Parties intend that the development of the Project will proceed as follows: (i)the City will lease to the District pursuant to the Ground Lease (defined herein), a tract of land located in Baytown, Texas and owned by the City (the "Property"), on which an upper-upscale, full-service hotel, having approximately 208 rooms to include guestrooms and suites, appropriate support facilities, together with such other amenities and features characteristic of a full-service hotel (the "Hotel") and the public, City-owned convention center facilities,certain surface or structured parking,and certain public facilities and infrastructure (the "City Facilities," together with the "Hotel," the "Project") will be constructed; (ii) simultaneously with the issuance of the Bonds, the District will file a condominium declaration under Chapter 82 of the Texas Property Code (the"Condominium Declaration")pursuant to which a Hotel Unit and a City Facilities Unit will be created; (iii)the District will convey the City Facilities Unit to the City,and the City will then lease the City Facilities Unit to the District under the City Facilities Unit Lease Agreement(the "City Facilities Unit Lease")for use as public meeting and convention center facilities and public parking spaces in connection with the Project; and WHEREAS, the City shall retain ownership of the Property subject to the Condominium Declaration and Ground Lease and ownership of the City Facilities Unit subject to the lease of the City Facilities Unit to the District pursuant to the City Facilities Unit Lease; WHEREAS, the Project is located within the boundaries of the District and the development of the City Facilities and the Hotel constitutes an authorized development project under Subchapter B of Chapter 377,Texas Local Government Code(the"Act")Act; and WHEREAS, the Section 377.073 of the Act authorizes the District to issue bonds to pay the costs of the Project and funding certain reserves and other required amounts in connection therewith; and WHEREAS, in order to finance the Project,the District has authorized the issuance of(i) its Baytown Municipal Development District First-Lien Hotel Revenue Bonds(Baytown Convention Center Hotel),Series 2021A(the"Series 2021A Bonds"),in the aggregate principal amount of$[ ],(ii) its Baytown Municipal Development District Second-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021 B (the "Series 2021B Bonds"), in the aggregate principal amount of$[ ], and (iii)its Baytown Municipal Development District Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021C (the "Series 2021C Bonds"), in the aggregate principal amount of$[ ] (collectively,the"Series 2021 Bonds"); WHEREAS,the First-Lien Bonds shall be secured equally and ratably with the assets held in the Trust Estate established in this Indenture,which shall secure the First-Lien Bonds on a first lien basis; and WHEREAS, the Second-Lien Bonds shall be secured equally and ratably with the assets held in the Trust Estate established in this Indenture, which shall secure the Second-Lien Bonds on a second lien basis, subordinate to the First-Lien Bonds; and WHEREAS, the Third-Lien Bonds shall be secured equally and ratably with the assets held in the Trust Estate established in this Indenture on a third lien basis,subordinate to the First-Lien Bonds and Second- Lien Bonds, and the Series 2021 C Bonds shall be additionally secured by the Pledged Sales Taxes held or to be held in the Sales Tax Revenue Fund; and WHEREAS, the District desires to provide for the issuance of Additional Bonds, provided that said issuance is in accordance with this Indenture; and WHEREAS, in conjunction with the financing of the Hotel, the District also desires to use, operate, and lease the City Facilities Unit pursuant to the City Facilities Unit Lease; and WHEREAS, the District has entered into a Hotel Services Agreement with the Operator pursuant to which the Operator will manage and operate the Project for an initial period set forth in the Hotel Services Agreement; and WHEREAS, the Trustee has the power to enter into this Indenture and to execute the trust hereby created and has accepted the trust created herein;and WHEREAS,all things necessary to make the Bonds,when authenticated by the Trustee and issued as provided in this Indenture, valid and binding special limited obligations of the District and to constitute this Indenture a valid and binding agreement securing the payment of the principal and premium,if any,and interest on the Bonds have been done and performed,and the execution and delivery of this Indenture and the execution and issuance of the Bonds,subject to the terms hereof, have in all respects been duly authorized. GRANTING CLAUSES The District, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the Owners and for other good and valuable consideration,the receipt of which is hereby acknowledged,in order to secure the payment of Debt Service on the Bonds,and the performance and observance by the District of all the covenants expressed or implied herein and in the Bonds, does hereby grant, convey, mortgage, create a security interest in, pledge and assign to the Trustee,the following(the"Trust Estate") for the purpose of establishing a trust for the benefit of the parties named below: FIRST GRANTING CLAUSE Subject to the provisions set forth below,all of the District's right,title and interest in all amounts,that constitute Gross Operating Revenues and all other amounts deposited in, or required from time to time to be deposited in or credited to the Collection Account for the benefit of the District and the Trustee, all in accordance with and subject to the terms of the Hotel Services Agreement(to the extent the Operator has the right to access Gross Operating Revenues for the purposes set forth in the Hotel Services Agreement)and this Indenture,together with any investments and reinvestments made with such amounts and the proceeds thereof, and 2 SECOND GRANTING CLAUSE Subject to the provisions set forth below, all of the District's right, title and interest in all amounts on deposit in or required from time to time to be deposited in or credited to the Funds and Accounts now or hereafter to be held by the Trustee under this Indenture(except as otherwise indicated in Section 2.03 hereof), together with any investments and reinvestments made with such amounts and the proceeds thereof; and THIRD GRANTING CLAUSE Subject to the provisions set forth below,all of the District's rights,title and interest in all amounts on deposit in or from time to time required to be deposited in the Development Project Fund pursuant to Section 377.072 of the Local Government Code, together with any investments and reinvestments made with such amounts and the proceeds thereof,with such funds to be used solely for the purpose of paying principal of and interest on the Series 2021 C Bonds when due and owing; and FOURTH GRANTING CLAUSE For the security of the Owners of a respective Series of Bonds only,all money,investments of money and securities from time to time on deposit in or required to be deposited in the other Funds or Accounts within such Funds applicable to such Series of Bonds held by or for the benefit of the Trustee hereunder(except for any Rebate Fund); and FIFTH GRANTING CLAUSE Subject to the proviso below, any and all property (other than the amounts in, or required to be deposited in,the Rebate Fund)of every kind or description which may hereafter be sold,transferred,conveyed, assigned, hypothecated, endorsed, deposited, pledged, mortgaged, granted or delivered to, or deposited with, the Trustee by or on behalf of the District pursuant to the Security Documents, as additional security hereunder or under a Supplemental Indenture, or which pursuant to any of the provisions of this Indenture or a Supplemental Indenture may come into the possession or control of the Trustee, or of a receiver lawfully appointed pursuant to this Indenture,as additional security; and the Trustee is hereby authorized to receive all such property as additional security for the payment of the Bonds that are Outstanding from time to time hereunder, and for the performance of and compliance with the provisions of this Indenture and to hold and apply all such property subject to the terms of this Indenture; TO HAVE AND TO HOLD the Trust Estate,whether now owned or held or hereafter acquired,unto the Trustee, its successors and assigns,forever; IN TRUST NEVERTHELESS, for the equal and proportionate benefit and security of all present and future Owners of all Bonds without, except as provided herein or in a Supplemental Indenture,preference of any Bond over any other Bond, and for enforcement of the payment of such instrument or obligations in accordance with their terms, as if all the Bonds at any time Outstanding had been authenticated, executed and delivered simultaneously with the execution and delivery of this Indenture, and on the basis provided herein, for the payment of all other Bonds, and for the performance of and compliance with the provisions of this Indenture and any Supplemental Indenture,all as herein set forth; PROVIDED, HOWEVER,that if the District shall well and truly pay,or cause to be paid, the Bonds at the times and in the manner provided herein and in any Supplemental Indenture,according to the true intent and meaning thereof, and shall cause the payments to be made in the amounts required hereunder and thereunder, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee or a paying agent authorized by law, the entire amount due or to become due on the Bonds Outstanding, 3 then upon such final payments this Indenture and any such Supplemental Indenture and the rights and liens hereby and thereby granted shall cease and be void;otherwise this Indenture to be and shall remain in full force and effect; IT IS HEREBY COVENANTED, DECLARED AND AGREED that this Indenture creates a continuing lien on the Trust Estate equally and ratably to secure the payment in full of all Bonds (except the monies, investment of monies and securities described in the Third Granting Clause and Fourth Granting Clause as to which any Owner of certain Bonds is not entitled to share) which may, from time to time, be Outstanding hereunder, and on the basis provided herein to secure the payment of all Bonds and the performance of and compliance with the provisions of this Indenture and any Supplemental Indenture and that the Bonds are to be issued,registered,authenticated and delivered,and that the Trust Estate is to be held,dealt with and disposed of by the Trustee, upon and subject to the terms, covenants, conditions, uses, agreements and trusts set forth in this Indenture. Article 1 Definitions,Rules of Construction Section 1.01 Definitions. Certain terms are defined in Exhibit A attached hereto and by this reference incorporated herein. Unless the context otherwise requires, the terms defined in Exhibit A hereto shall for all purposes of this Indenture and of any certificate,opinion or other document herein or therein mentioned,have the meanings therein specified. Section 1.02 Rules of Construction. For all purposes of this Indenture,except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction apply in construing the provisions of this Indenture: (a) The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Indenture or any provision hereof or in ascertaining intent,if any question of intent should arise. (b) All references in this Indenture to designated "Articles", "Sections", "subsections", "paragraphs", "clauses" and other subdivisions are to the designated Articles, Sections, subsections, paragraphs, clauses and other subdivisions of this Indenture. The words "herein", "hereof, "hereto", "hereby", "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. (c) The terms defined in Exhibit A hereof have the meanings assigned to them in Exhibit A and include the plural as well as the singular. (d) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with the Accounting Standards as in effect from time to time. (e) The term"money"or"fiinds"includes any cash,check,deposit,"Permitted Investments"or other form in which any of the foregoing are held hereunder. (f) Every"request","order","demand","application","appointment","notice","statement","certificate", "consent" or similar action hereunder by the District the Operator, or the Trustee shall, unless otherwise specifically provided, be in writing signed by an officer or other agent of such party authorized to sign the same on behalf of the applicable entity(and not individually). 4 (g) In the computation of a period of time from a specified date to a later specified date,the word"from" means "from and including" and each of the words "to" and"until" means "to but excluding". (h) This Indenture and all terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Indenture. (i) To the extent any inconsistencies exist between any of the provisions contained in this Indenture, the more specific provisions shall control over the more general provisions. Section 1.03 Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall be made on behalf of the entity named therein and not made individually by the person signing such certificate or opinion and shall include: (1)a statement that the person making or giving such certificate or opinion, on behalf of the entity named therein and not individually, has read such provision and the definitions herein relating thereto; (2)a brief statement as to the nature and scope of the examination or investigation upon which the entity's certificate or opinion is based; (3)a statement that the entity has made or caused to be made such examination or investigation as is necessary to enable the entity to express an informed opinion with respect to the subject matter referred to in the certificate or opinion which such entity is delivering; and (4)a statement as to whether, in the opinion of such entity, such provision has been complied with. Any such certificate or opinion made or given by an officer on behalf of the District (and in no event individually) may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel or an accountant, unless the District knows that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based,as aforesaid,is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the District)upon a certificate or opinion of or representation by an officer of the District on behalf of the District(and not individually), unless such counsel or accountant knows, or in the exercise of reasonable care should have known,that the certificate or opinion or representation with respect to the matters upon which such Person's certificate or opinion or representation may be based,as aforesaid, is erroneous. The same officer of the District, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture,but different officers (on behalf of the District and not individually), counsel or accountants may certify to different matters, respectively. Section 1.04 Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the District, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of,premium,if any,and interest on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements,conditions,covenants and provisions contained herein;and all agreements and covenants set forth herein to be perfonmed by or on behalf of the District shall be for the equal and proportionate benefit,protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein;provided,further however,that First-Lien Bonds shall be secured on a basis senior to the Second-Lien Bonds and the Third-Lien Bonds, and the Second-Lien Bonds shall be secured on a basis senior to the Third- Lien Bonds,and the Pledged Sales Taxes and the Sales Tax Revenue Fund shall be solely for the benefit of the Series 2021 C Bonds. Article 2 Pledge and Security for the Bonds 5 Section 2.01 Purposes of Indenture; Contract with Owners,Trustee and Credit Providers. The purposes of this Indenture are to establish a lien and the security for and to prescribe the minimum standards for the issuance, execution and delivery of the Bonds and to prescribe the general rights of the Owners, the District, and the Trustee. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall purchase and hold the same from time to time, the provisions of this Indenture shall be a part of the contract of the District with the Owners, and shall be deemed to be and shall constitute a contract among the District,the Owners,and the Trustee. Section 2.02 Confirmation of Levy of Sales Tax. (a) The District hereby confirms the levy and imposition by the District of the Sales Tax, voted at the election held by and within the City on May 5,2001. For the benefit of the Owners of the Third-Lien Bonds, the District hereby warrants and represents that the District has duly and lawfully levied and imposed and has lawfully ordered the collection of the Sales Tax throughout the boundaries of the District, as such boundaries existed on the date of said elections and as they may be expanded from time to time. (b) For so long as any Series 2021C Bonds are Outstanding, the District covenants, agrees and warrants to take and pursue all action permissible under Legal Requirements to cause the Sales Tax, to be levied,imposed and collected continuously, in the manner provided by Legal Requirements. (c) The District agrees to take and pursue all action permissible under the Act to cause the Sales Tax, to be collected,remitted, and deposited as herein required and as required by the Act. (d) The District agrees, so long as any Series 2021 C Bonds are Outstanding, not to issue any sales tax revenue obligations (whether pursuant to this Indenture or otherwise) secured by a senior lien on the Pledged Sales Taxes unless coverage of Series 2021 C Bond Debt Service from Pledged Sales Taxes alone, taking into account any proposed issuance of such sales tax revenue obligations, was not less than 1.50:1.00. (e) Pursuant to Section 377.072 of the Act, the District has created and established on the books of the District a separate Fund entitled the 'Hotel Development Project Fund' (the "Development Project Fund"). The Development Project Fund shall be held with the Trustee. The Pledged Sales Taxes shall be deposited into the Sales Tax Revenue Account of the Development Project Fund,and shall be subject to and charged with a lien in favor of the Owners of the Third-Lien Bonds as more particularly described herein. (f) Subject to the District's compliance with the provisions of this Indenture relating to the issuance of(i) Additional Bonds that constitute Series 2021 C Bonds and (ii) additional parity sales tax revenue obligations, no limit is imposed herein or hereby as to the principal amount of additional sales tax revenue obligations that may be issued by the District and secured by a junior lien pledge of the Pledged Sales Taxes,whether issued pursuant to this Indenture or otherwise. Section 2.03 Pledges and Assignment. (a) First-Lien Bonds. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein,in order to secure the payment of the principal of,premium, if any,and interest on the First-Lien Bonds in accordance with their terms,the provisions of this Indenture and the Act, the District hereby pledges to the Trustee for the benefit of the Owners of the First-Lien Bonds,and grants thereto a lien on and a security interest in and to all of the Gross Operating Revenues and all amounts required to be deposited or otherwise held in the Depository Accounts or the Funds, Accounts and Subaccounts established hereunder 6 (other than the Second-Lien Bond Debt Service Fund, the Second-Lien Bond Reserve Fund, the Supplemental Second-Lien Bond Reserve Fund, the Third-Lien Bond Debt Service Fund, the Sales Tax Revenue Fund, and the Rebate Fund). Said pledge shall constitute a first lien on and security interest in such assets. (b) Second-Lied Bonds. (i) Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of,premium, if any,and interest on the Second-Lien Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Trustee for the benefit of the Owners of the Second-Lien Bonds, and grants thereto a lien on and a security interest in,all of the amounts held in the Second-Lien Bond Debt Service Fund, the Second-Lien Bond Reserve Fund,and the Supplemental Second-Lien Bond Reserve Fund. Said pledge shall constitute a lien on and security interest in such assets. (ii) Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of,premium, if any, and interest on the Second-Lien Bonds in accordance with their terms, the provisions of this indenture and the Act, the District hereby pledges to the Trustee for the benefit of the Owners of the Second-Lien Bonds, and grants thereto a lien on and a security interest in,all of the Gross Operating Revenues and all other amounts required to be deposited or otherwise held in the Depository Accounts or the Funds, Accounts and Subaccounts established hereunder (other than the First-Lien Bond Debt Service Fund, the First-Lien Bond Reserve Fund, the Supplemental First-Lien Bond Reserve Fund the Third- Lien Bond Debt Service Fund, the Sales Tax Revenue Fund, and the Rebate Fund). Said pledge shall constitute a lien on and security interest in such assets, which lien and security interest shall be subordinate to the lien on and security interest in such assets securing the First-Lien Bonds,but shall be senior to the lien on and security interest in such assets securing the Third-Lien Bonds. (iii) all of the Gross Operating Revenues and all amounts required to be deposited or otherwise held in the Depository Accounts or the Funds, Accounts and Subaccounts established hereunder(other than the First-Lien Bond Debt Service Fund, the First-Lien Bond Reserve Fund, the Supplemental First-Lien Bond Reserve Fund, the Third-Lien Bond Debt Service Fund, the Sales Tax Revenue Fund, and the Rebate Fund), and said pledge shall constitute a lien and on and security interest in such assets subject only to the interests of the Owners of the First-Lien Bonds. (c) Third-Lien Bonds. (i) Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of, premium, if any, and interest on the Third-Lien Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Trustee for the benefit of the Owners of the Third-Lien Bonds, and grants thereto a lien on and a security interest in, all of the amounts held in the Third-Lien Bond Debt Service Fund, and the Sales Tax Revenue Fund. Said pledge shall constitute a lien on and security interest in such assets. 7 Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of, premium, if any, and interest on the Third-Lien Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Trustee for the benefit of the Owners of the Third-Lien Bonds, and grants thereto a lien on and a security interest in,all of the Gross Operating Revenues and all other amounts required to be deposited or otherwise held in the Depository Accounts or the Funds, Accounts and Subaccounts established hereunder (other than the First-Lien Bond Debt Service Fund, the First-Lien Bond Reserve Fund, the Supplemental First-Lien Bond Reserve Fund,the Second- Lien Bond Debt Service Fund, the Second-Lien Bond Reserve Fund, the Supplemental Second-Lien Bond Reserve Fund, and the Rebate Fund). Said pledge shall constitute a lien on and security interest in such assets,which lien and security interest shall be subordinate to the lien on and security interest in such assets securing the First-Lien Bonds and the lien on and security interest in such assets securing the Second-Lien Bonds. (iii) The District irrevocably pledges to the payment of Debt Service on the Series 2021 C Bonds, which are or may be Outstanding from time to time,a senior lien on the Pledged Sales Taxes and the Sales Tax Revenue Fund. NEITHER THE PLEDGED SALES TAXES NOR THE AMOUNTS ON DEPOSIT FROM TIME TO TIME IN THE SALES TAX REVENUE FUND MAY BE APPLIED TO THE PAYMENT OF FIRST-LIEN BONDS, THE SECOND-LIEN BONDS OR THE THIRD-LIEN BONDS OTHER THAN THE SERIES 2021 C BONDS OR APPLIED TO ANY OTHER FUND OR ACCOUNT ESTABLISHED UNDER THIS INDENTURE. Section 2.04 Limited Obligations of the District. Notwithstanding any other provision hereof, Bonds issued hereunder, as well as any other obligations of the District arising under this Indenture, shall be limited obligations of the District payable from the Trust Estate in accordance with this Indenture and any applicable Supplemental Indenture. NOTWITHSTANDING ANY PROVISION OR INFERENCE CONTAINED HEREIN OR IN ANY OTHER BOND DOCUMENT, NEITHER THE BONDS NOR ANY OTHER AMOUNTS SECURED BY THE TRUST ESTATE WILL EVER CONSTITUTE AN INDEBTEDNESS OR GENERAL OBLIGATION OF THE CITY,HARRIS COUNTY,TEXAS,THE STATE,THE DISTRICT,OR ANY OTHER POLITICAL SUBDIVISION OR CORPORATION OF THE STATE, WITHIN THE MEANING OF ANY CONSTITUTIONAL PROVISIONS OR STATUTORY LIMITATION WHATSOEVER,BUT THE BONDS AND ANY OTHER AMOUNTS SECURED BY THE TRUST ESTATE WILL BE SPECIAL OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE FUNDS AVAILABLE THEREFOR AS PROVIDED IN THIS INDENTURE. WITHOUT LIMITING AND IN ADDITION TO THE FOREGOING, THE TRUSTEE AND OWNERS UNDERSTAND THAT THE DISTRICT IS AN ENTITY SEPARATE AND APART FROM THE CITY, AND THAT NO FUNDS OR OTHER ASSETS OR RESOURCES OF THE CITY ARE SUBJECT TO THIS INDENTURE OR ANY OF ITS OBLIGATIONS OR PROVISIONS. THE CITY IS DISTINCT FROM THE DISTRICT AND SHALL HAVE ABSOLUTELY NO LIABILITY, OBLIGATION, OR RESPONSIBILITY HEREUNDER. FURTHER, THE TRUSTEE AND OWNERS UNDERSTAND THAT NO FUNDS OR OTHER ASSETS OR RESOURCES OF THE DISTRICT, OTHER THAN THOSE CONSTITUTING THE TRUST ESTATE, ARE SUBJECT TO THIS INDENTURE OR ANY OF ITS OBLIGATIONS OR PROVISIONS. NONE OF THE STATE,THE CITY, NOR ANY POLITICAL SUBDIVISION OR CORPORATION OF THE STATE SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS, OR ANY OTHER AMOUNTS SECURED BY THE TRUST ESTATE, OTHER THAN THE DISTRICT, BUT SOLELY IN ACCORDANCE WITH THIS INDENTURE AND ANY APPLICABLE SUPPLEMENTAL INDENTURE. NEITHER THE 8 FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, HARRIS COUNTY, TEXAS,THE CITY, DISTRICT, (OTHER THAN THE PLEDGED SALES TAXES ON DEPOSIT IN THE SALES TAX REVENUE FUND MADE PART OF THE TRUST ESTATE), NOR ANY OTHER POLITICAL SUBDIVISION OR CORPORATION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR THE INTEREST ON SUCH BONDS OR ANY OTHER AMOUNTS SECURED BY THE TRUST ESTATE. THE OBLIGATIONS OF THE DISTRICT TO THE OWNERS ARE LIMITED SOLELY TO THE TRUST ESTATE AS DESCRIBED IN THIS INDENTURE. Section 2.05 Filing of Security Instruments. Pursuant to Chapter 1208, Texas Government Code, as amended,any security interests created by this Indenture shall be automatically perfected from the time this Indenture is entered into or adopted, and shall remain perfected continuously through the termination of this Indenture in accordance with the terms set forth herein, all without physical delivery or transfer of control of the Trust Estate, filing of a document, or another act;provided however,that pursuant to Section 1208.002 of the Government Code, the District shall record a copy of the Leasehold Deed of Trust in the real property records of Harris County,Texas. Therefore, it shall not be necessary for the Trustee or the District to file any financing statements or continuation statements or any supplemental instruments or documents or further assurance in any manner in order to perfect or maintain perfection of any security interests created by this Indenture. If Texas law is amended at any time while any Bonds are Outstanding and unpaid such that the security interest created by this Indenture is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Owners of the Bonds the perfection of such security interest,the District agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, and enable a filing to perfect the security interest created by this Indenture. Without limiting any of the foregoing,the District agrees and accepts the appointment of the Trustee as a person in control of the Gross Operating Revenues, Funds, Accounts, deposits, proceeds, and all other amounts paid over to the Trustee pursuant to the terms of this Indenture, in accordance with Chapters 8 and 9 of the Texas Business & Commerce Code, and further agrees that, subject to the terns of this Indenture and the Bond Documents,the Trustee,as secured party,shall be entitled to exercise any and all rights and remedies that the Trustee may have hereunder or under any of the Bond Documents or under applicable law with respect thereto. Article 3 The Bonds Section 3.01 Authorization and Terms of the Series 2021 Bonds. The District has authorized the issuance of the Series 2021 Bonds in the aggregate principal amount of$ , for the purpose of providing funds to (i) partially finance the cost of designing, developing, construction, furnishing and equipping of the Hotel and related facilities, including eligible expenditures made prior to the issuance of the Series 2021 Bonds; (ii)pay for a portion of the pre-opening costs of the Project; (iii) fiord capitalized interest on the Bonds; (iv) fund one or more debt service reserve funds for the Series 2021 Bonds; and(v)pay for the Costs of Issuance for the Series 2021 Bonds. (a) Terms of the Series 2021A Bonds. The Series 2021A Bonds, designated as the "Baytown Municipal Development District First-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021 A", shall be dated their date of delivery and shall bear interest from that date payable in arrears on each Interest Payment Date, computed on the basis of a 360-day year of twelve 30-day months. The Series 2021 A Bonds shall mature on the following dates and in the following amounts(subject to the right of prior redemption set forth in Section 4.02), and shall bear interest at the following rates per annum: 9 Maturity Date ([ 1) Principal Amount Interest Rate 20 $ % 20 $ % 20 $ % (b) Ternis of Series 2021 B Bonds. The Series 2021 B Bonds, designated as the "Baytown Municipal Development District Second-Lien Hotel Revenue Bonds(Baytown Convention Center Hotel),Series 2021 B", shall be dated their date of delivery and shall bear interest from that date payable in arrears on each Interest Payment Date, computed on the basis of a 360-day year of twelve 30-day months. The Series 2021B Bonds shall mature on the following dates and in the following amounts(subject to the right of prior redemption set forth in Section 4.02), and shall bear interest at the following rates per annum: Maturity Date ([ ] 1) Principal Amount Interest Rate 20 $ % 20 $ % 20 $ % (c) Terms of Series 2021 C Bonds. The Series 2021 C Bonds, designated as the "Baytown Municipal Development District Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel),Series 2021",shall be dated their date of delivery and shall bear interest from that date payable in arrears on each Interest Payment Date, computed on the basis of a 360-day year of twelve 30-day months. The Series 2021 B Bonds shall mature on the following dates and in the following amounts (subject to the right of prior redemption set forth in Section 4.02), and shall bear interest at the following rates per annum: Maturity Date ( 1) Principal Amount Interest Rate 20 $ % 20 $ % 20 $ % (d) Authentication and Delivery of the Series 2021 Bonds. The Bonds shall be executed in the manner set forth herein and delivered to the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee the following documents shall be filed with the Trustee: (i) A copy,certified by the Secretary,Assistant Secretary or Treasurer of the District,of the Bond Resolution authorizing the issuance of the Series 2021 Bonds; (ii) Original signed counterparts of this Indenture and the other Bond Documents from the District, provided that the satisfaction of such requirements shall be conclusively evidenced by delivery of the Series 2021 Bonds by the District and by the delivery of the Opinion of Bond Counsel referred to in paragraph(v)of this section; (iii) A written direction from the District to the Trustee to authenticate and deliver the Series 2021 Bonds to or upon the order of the original purchasers of the Series 2021 Bonds upon 10 receipt by the Trustee for the account of the District,of the purchase price for the Series 2021 Bonds; (iv) If then required under applicable law,the written opinion of the Attorney General of the State with respect to the validity of the Bonds of such Series, together with the registration certificate issued by the Comptroller of Public Accounts of the State, provided that the satisfaction of such requirements shall be conclusively evidenced by delivery of the Series 2021 Bonds by the District and by the delivery of the Opinion of Bond Counsel referred to in paragraph(v)of this section; (v) An Opinion of Bond Counsel, dated the date of original issuance of the Bonds, to the effect that the issuance of the Bonds has been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled; and (vi) Such other opinions, certificates, statements, receipts and documents as Bond Counsel, the Underwriter or counsel to the Underwriter shall reasonably require for the delivery of the Bonds;provided that the satisfaction of such requirements shall be conclusively evidenced by delivery of the 2021 Bonds by the District and by the delivery of the Opinion of Bond Counsel referred to in paragraph(v)of this section. Section 3.02 Application of Proceeds of the Series 2021 Bonds and Other Funds. (a) Series 2021 A Bonds. Proceeds from the sale of the Series 2021 A Bonds(net of Underwriters'discount) constituting the amount of$[ shall be applied as follows: (i) S[ ], representing the First Lien Bonds Initial Reserve Fund Deposit shall be deposited into the First-Lien Bond Reserve Fund; (ii) $[_ shall be deposited into the First-Lien Bond Capitalized Interest Account of the First- Lien Bond Debt Service Fund and applied to the payment of interest accruing on the Series 2021 A Bonds to and including [ ],20[_]; (iii) $[ ] shall be deposited into the Costs of Issuance Account of the Development Project Fund and applied to the payment of Costs of Issuance; (iv) $[ ] shall be deposited into the Pre-Opening Expense Account of the Development Project Fund and shall be used to pay all or a portion of the Technical Services Fee and the Pre-Opening Expenses; and (v) $[ J(which constitutes the remainder of such proceeds of the Series 2021A Bonds)shall be deposited into the First-Lien Project Subaccount of the Development Project Fund and shall be used to pay Project Costs. (b) Series 2021 B Bonds. Proceeds from the sale of the Series 2021 B Bonds(net of Underwriters'discount) constituting the amount of$[ ] shall be applied as follows: (i) $[ , representing the Second-Lien Bonds Initial Reserve Fund Deposit, shall be deposited into the Second-Lien Bond Reserve Fund; (ii) $r shall be deposited into the Second-Lien Bond Capitalized Interest Account of the Second-Lien Bond Debt Service Fund and applied to the payment of interest accruing on the Series 2021B Bonds to and including [ ],20[_]; 11 (iii) S[ shall be deposited into the Costs of Issuance Account of the Development Project Fund and applied to the payment of Costs of Issuance; (iv) [$[ ] shall be deposited into the Pre-Opening Expense Account of the Development Project Fund and shall be used to pay all or a portion of the Technical Services Fee and the Pre-Opening Expenses; and (v) S[ ] (which constitutes the remainder of such proceeds of the Series 2021B Bonds)shall be deposited into the Second-Lien Project Subaccount of the Development Project Fund and shall be used to pay Project Costs. (c) Series 2021 C Bonds. Proceeds from the sale of the Series 2021 C Bonds(net of Underwriters'discount) constituting the amount of S[ shall be applied as follows: (i) S[ ] shall be deposited into the Third-Lien Bond Capitalized Interest Account of the Third-Lien Bond Debt Service Fund and applied to the payment of interest accruing on the Series 2021 C Bonds to and including [ ],20[_]; (ii) S[ shall be deposited into the Costs of Issuance Account of the Development Project Fund and applied to the payment of Costs of Issuance; (iii) S[ ] shall be deposited into the Pre-Opening Expense Account of the Development Project Fund and shall be used to pay all or a portion of the Technical Services Fee and the Pre-Opening Expenses; and (iv) S[ (which constitutes the remainder of such proceeds of the Series 2021 C Bonds)shall be deposited into the Third-Lien Project Subaccount of the Development Project Fund and shall be used to pay Project Costs. (d) Key Money Contribution. $600,000, representing the Key Money Contribution, shall be deposited into the Working Capital Reserve Fund upon payment thereof by the Operator as provided for under the Hotel Services Agreement. (e) Construction Contingency Fund. S840,000 shall be deposited into the Construction Contingency Fund from a cash contribution by the District on the Closing Date. Section 3.03 Additional Bonds. (a) General. Subject to the satisfaction of the conditions set forth in Section 3.03(b)below, the District may from time to time authorize the issuance of Additional Bonds in one or more Series to be secured under this Indenture as First-Lien Bonds, Second-Lien Bonds or Third-Lien Bonds, and in such principal amount and on such terms as may be set forth in a Supplemental Indenture entered into pursuant to the terms hereof, for the purpose of providing funds to (i) pay for any costs for the completion of construction of the Project, or for the completion, repair, restoration, renovation, or extension of the Project or for financing of additional facilities relating to the Project as may be permitted by law; (ii)pay for a portion of the pre-opening costs of the Project; (iii) fund capitalized interest on such Additional Bonds; (iv) defease or refund the principal, premium and interest of any Bonds then Outstanding, or any other Indebtedness of the District; (v) fund one or more debt service reserve funds for such Additional Bonds; and (vi) pay for the Costs of Issuance for such Additional Bonds. 12 Each Series of Additional Bonds, in addition to the name "Hotel Revenue Bonds," shall include such further appropriate particular designation added to or incorporated in such title for any such Series of Additional Bonds, as the District may determine. Each Additional Bond shall bear upon its face the designation so determined for the Series. Each Supplemental Indenture entered into in connection with the issuance of any Series of Additional Bond, and each Bond issued hereunder shall contain on its face, a statement to the effect set forth in Section 2.04 hereof. (b) Conditions to Issuance ofAdditional Bonds other than Refunding Bonds and Completion Bonds. The District shall be permitted to issue Additional Bonds (other than Refunding Bonds and Completion Bonds)upon the satisfaction of the following conditions: (i) Delivery of a certificate of an Authorized District Representative dated as of the date of issuance of such Additional Bonds,stating that(A)there exists no Event of Default hereunder or event which would constitute an Event of Default upon notice and failure to cure pursuant to Section 10.02 of this Indenture, and (B) the conditions precedent to the issuance of such Additional Bonds as set forth herein have been satisfied; (ii) Delivery of written confirmation letter from each rating agency then rating the Outstanding Bonds that the rating on such Outstanding Bonds(excluding those Outstanding Bonds of any Series that may be refunded by the issuance of such Additional Bonds) will not be lowered below the then-current rating assigned to such Outstanding Bonds as a result of the issuance of such Additional Bonds; (iii) Delivery of a certificate of an Accountant or Financial Advisor to the effect that: (A) If such Additional Bonds constitute First-Lien Bonds, for each of the two previous Years: (1)the Debt Service Coverage Ratio for the then Outstanding First-Lien Bonds was not less than 3.00:1.00 for each such Year; and (2)the Debt Service Coverage Ratio for the then Outstanding First-Lien Bonds and Second-Lien Bonds was not less than 1.75:1.00 for each such Year; (B) If such Additional Bonds constitute Second-Lien Bonds,for each of the two previous Years: the Debt Service Coverage Ratio for the then Outstanding First-Lien Bonds and Second-Lien Bonds was not less than 1.75:1.00 for each such Year; or (C) If such Additional Bonds constitute Third-Lien Bonds, for each of the two previous Years the Debt Service Coverage Ratio of the Third-Lien Bonds from Pledged Sales Taxes alone,taking into account other parity sales tax indebtedness,was not less than 1.50:1.00; (iv) Delivery of a written report of a Hotel Feasibility Consultant setting forth projections for each Year for which the proposed Additional Bonds will be outstanding beginning with the first Year following the estimated date of completion and initial use of the additions proposed to be financed with such Additional Bonds, based upon a certified written estimate of such completion date by an independent engineer, to the effect that: (A) If such Additional Bonds constitute First-Lien Bonds: (1)the projected Debt Service Coverage Ratio for the First-Lien Bonds, taking into account the Additional Bonds proposed to be issued and all Outstanding First-Lien Bonds, 13 would be not less than 3.00:1.00 for each such future Year of the District;and(2)the projected Debt Service Coverage Ratio for the First-Lien Bonds and Second-Lien Bonds, taking into account the Additional Bonds proposed to be issued and all Outstanding First-Lien Bonds and Second-Lien Bonds, would be not less than 1.75:1.00 for each such future Year of the District; ; (B) If such Additional Bonds constitute Second-Lien Bonds: the projected Debt Service Coverage Ratio for the First-Lien Bonds and Second-Lien Bonds,taking into account the Additional Bonds proposed to be issued and all Outstanding First-Lien Bonds and Second-Lien Bonds, would be not less than 1.75:1.00 for each such future Year of the District; or (C) If such Additional Bonds constitute Third-Lien Bonds, the projected Debt Service Coverage Ratio of the Third-Lien Bonds from Pledged Sales Taxes alone,taking into account other parity sales tax indebtedness,was not less than 1.50:1.00; (v) At the time of the issuance of such Additional Bonds, the balance of the First-Lien Bond Reserve Fund or the Second-Lien Bond Reserve Fund, shall be at least equal to the Debt Service Reserve Requirement for the First-Lien Bonds or the Debt Service Reserve Requirement for the Second-Lien Bonds,as the case may be,taking into account the issuance of such Additional Bonds; (vi) An opinion of Bond Counsel delivered to the Trustee to the effect that the Supplemental Indenture or other amendments to the Bond Documents entered into in connection with the issuance of the Additional Bonds are authorized under the tenns hereof, that all conditions precedent have been satisfied, that such Supplemental Indenture or other amendments will not adversely impact the tax-exempt status of the interest on the outstanding Bonds and that no prior consent of the Registered Owners of the Bonds is required in connection therewith or otherwise in connection with the issuance of such Additional Bonds, except to the extent that such prior consents have been obtained in accordance with the terms hereof; and (vii) Any other conditions,requirements or instructions for the authentication and delivery of such Additional Bonds or the application of the proceeds thereof, as set forth in the Supplemental Indenture authorizing such Additional Bonds. (c) Refunding Bonds. Notwithstanding anything else contained in this Section 3.03 to the contrary, the District may from time to time, without the consent of the Bondholders, issue Additional Bonds on a parity with any of the First-Lien Bonds, Second-Lien Bonds or Third-Lien Bonds, the proceeds of which are used to refund or defease all or any portion of Outstanding Bonds of any Series("Refunding Bonds"),upon the satisfaction of the following conditions: (i) Unless the Refunding Bonds are being used to refund all of the Bonds then Outstanding, delivery of a certificate of an Authorized District Representative dated as of the date of issuance of such Refunding Bonds, (A)(i)a Certificate of Reduction in Debt Service or(ii) a certificate of an Accountant or Financial Advisor required pursuant to Section 3.03(b)(iii)of the Indenture and the Hotel Feasibility Report required pursuant to Section 3.03(b)(iv)of the Indenture and (B) a certificate of an Authorized Corporation Representative stating that (I) there exists no Event of Default hereunder or event which would constitute an Event of Default upon notice and failure to cure pursuant to Section 10.02 of this Indenture, and (II) the conditions precedent to the issuance of such Refunding Bonds as set forth herein have been satisfied; 14 Delivery of written confirmation letter from each rating agency then rating the Outstanding Bonds that the rating on such Outstanding Bonds(excluding those Outstanding Bonds of any Series that may be refunded by the issuance of such Additional Bonds) will not be lowered below the then-current rating assigned to such Outstanding Bonds as a result of the issuance of such Refunding Bonds; (iii) At the time of the issuance of such Refunding Bonds, the balance of the First-Lien Bond Reserve Fund or the Second-Lien Bond Reserve Fund shall be at least equal to the Debt Service Reserve Requirement for the First-Lien Bonds or the Debt Service Reserve Requirement for the Second-Lien Bonds,as the case may be,taking into account the issuance of such Additional Bonds; (iv) An opinion of Bond Counsel delivered to the Trustee to the effect that the Supplemental Indenture or other amendments to the Bond Documents entered into in connection with the issuance of the Refunding Bonds are authorized under the terms hereof, that all conditions precedent have been satisfied, that such Supplemental Indenture or other amendments will not adversely impact the tax-exempt status of the interest on the outstanding Bonds and that no prior consent of the Registered Owners of the Bonds is required in connection therewith or otherwise in connection with the issuance of such Refunding Bonds, except to the extent that such prior consents have been obtained in accordance with the terms hereof, and (v) Any other conditions or requirements for the authentication and delivery of such Refunding Bonds, set forth in the Supplemental Indenture authorizing such Refunding Bonds. (d) Completion Bonds. Notwithstanding anything else contained in this Section 3.03 to the contrary,prior to the expiration of the third anniversary of the Closing Date,the District may,without the consent of the Bondholders, issue Additional Bonds on a parity with any of the First-Lien Bonds, Second-Lien Bonds or Third-Lien Bonds, the proceeds of which are required to complete the Project or to pay for pre-opening costs of the Project in the manner originally contemplated as of the Closing Date or to pay amounts reasonably determined by the District to be required to be made to protect life, health or property from imminent danger or to comply with Legal Requirements, in an amount not to exceed ten percent(10%)of the original aggregate principal amount of the Series 2021 Bonds("Completion Bonds"),upon the satisfaction of the following conditions: (i) Receipt by the District of written confirmation letter from each rating agency rating the First- Lien Bonds and the Second-Lien Bonds that the rating on such Bonds will not be lowered below the original rating assigned to such Bonds as a result of the issuance of such Completion Bonds; and (ii) At the time of the issuance of such Completion Bonds, the balance of the First-Lien Bond Reserve Fund and the Second-Lien Bond Reserve Fund shall be at least equal to the Debt Service Reserve Requirement for the First-Lien Bonds or the Debt Service Reserve Requirement for the Second-Lien Bonds,as the case may be,taking into account the issuance of such Completion Bonds; (iii) An opinion of Bond Counsel delivered to the Trustee to the effect that Supplemental Indenture or other amendments to the Bond Documents entered into in connection with the issuance of the Completion Bonds are authorized under the terms hereof, that all conditions precedent have been satisfied,that such Supplemental Indenture or other amendments will not adversely impact the tax-exempt status of the interest on the outstanding Bonds and that no prior consent of the Registered Owners of the Bonds is required in connection 15 therewith or otherwise in connection with the issuance of such Completion Bonds, except to the extent that such prior consents have been obtained in accordance with the terms hereof, and (iv) Any other conditions or requirements for the authentication and delivery of such Completion Bonds,set forth in the Supplemental Indenture authorizing such Completion Bonds. Section 3.04 Form,Numbering,Execution and Authentication of Bonds. (a) Form of Bonds. Each Series of Bonds shall be issued only as fully registered Bonds in Authorized Denominations,substantially in the form of Exhibit A hereto,with such changes therein which are not inconsistent with this Indenture, as are approved by the President or Vice President of the Board executing the Series of Bonds (whose manual or facsimile signature on such Bonds shall constitute conclusive evidence of his or her approval of any such changes appearing thereon). (b) Legends. The Bonds of each Series may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Indenture as may be necessary or desirable to comply with custom, the rules of any securities exchange or commission, brokerage board,municipal securities rulemaking board, or otherwise. (c) Numbers and Labels. The Bonds of each Series (other than the Initial Bonds) shall be numbered consecutively from R-1 upward, or in such other manner as the District shall determine. The Trustee shall insert the date of authentication of each Bond(other than the Initial Bonds)in the place provided for such purpose in the form of certificate of authentication of the Trustee to be printed on each Bond (other than the Initial Bonds). If interest on the Bonds shall be in default, Bonds issued in exchange for Bonds surrendered for transfer or exchange shall be dated as of the date to which interest has been paid in full on the Bonds surrendered. Each Additional Bond shall be lettered and numbered as provided in the Supplemental Indenture authorizing the Series of which such Additional Bond is a part and so as to be distinguished from every other Bond. (d) Execution of Bonds by District. The Bonds shall be signed in the name of the District by the President or Vice President of the Board by his or her manual or facsimile signature,and the District's corporate seal(or a facsimile thereof)shall be impressed, imprinted, engraved or otherwise reproduced thereon and attested by the Secretary or Assistant Secretary of the Board. In case any such officer of the District shall have signed any of the Bonds and shall cease to hold such office before the Bonds so signed shall have been authenticated and delivered by the Trustee, such Bonds may,nevertheless, be authenticated and delivered as herein provided, and may be issued as if the persons who signed such Bonds had not ceased to hold such offices. Any Bond of a Series may be signed on behalf of the District by such persons who at the time of the execution of such Bonds shall be duly authorized or hold the designated office of the District, although at the date borne by or of delivery of the Bond or Bonds of such Series, such persons may not have been so authorized or have held such office. (e) Initial Bonds. The President of the Board is hereby authorized to have control of the Bonds and all necessary records and proceedings pertaining to the Bonds pending their investigation, examination and approval by the Attorney General of the State, their registration by the Comptroller of Public Accounts of the State and their delivery to the Underwriter. On the date of delivery of the Bonds of each Series, one initial Bond, numbered "T-l" representing the aggregate principal amount of each such Series of Bonds, each to be payable in stated installments to the Underwriter or its designee, to be executed by manual or facsimile signatures of the President or Vice President and Secretary of the Board, approved by the Attorney General, and registered and manually signed by 16 the Comptroller of Public Accounts (each an "Initial Bond"), will be delivered to the Trustee for authentication in accordance with the terms hereof. To the extent the Trustee is eligible to participate in the Book-Entry System, as evidenced by an agreement between the Trustee and the Securities Depository, the Trustee shall hold the definitive Bonds in safekeeping for the Securities Depository. (f) Aulhenlication of Bonds. Except for the Initial Bonds of a Series which have been registered by the Comptroller, only Bonds that have been endorsed thereon a certificate of authentication and duly authenticated by the Trustee shall be valid or entitled to any right, security or benefit under this Indenture, and such executed certificate upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture and that the Registered Owner thereof is entitled to the benefits of the trust hereby created. The Trustee's certificate of authentication on any Bond shall be deemed to have been duly executed by it if(i)signed by an authorized officer or signatory of the Trustee (but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds or on all of the Bonds of any Series issued hereunder), and (ii)the date of authentication of the Bond is inserted in the place provided therefor on the certificate of authentication. Section 3.05 Registration,Transfer and Exchange of Bonds. (a) Regislty. The Trustee is hereby appointed as the initial Registrar for the Bonds, and will keep on file at its Principal Corporate Trust Office or other designated payment office a list of the names and addresses of the last known registered Bondholders of all Bonds held by each of such Bondholders. At reasonable times and under reasonable regulations established by the Trustee, the list may be inspected and copied by the District or any Owner of the Bonds or the authorized representative thereof, provided that the ownership of such Owner and the authority of any such designated representative shall be evidenced to the satisfaction of the Trustee. The District and the Trustee may deem and treat the Person in whose name any Bond shall be registered in the Register as the absolute owner of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving payment Debt Service on such Bond and for all other purposes,and all such payments so made to any such Owner or upon the Owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid,and the District and the Trustee shall not be affected by any notice to the contrary. (b) Negotiability, Transfer of the Bonds. (i) So long as any Bonds remain Outstanding, but only at such times when the Bonds are not administered pursuant to a Book-Entry System, the Trustee shall make all necessary provisions to permit the exchange, registration or transfer of the Bonds. Bonds shall be transferable only by notation to that effect inscribed in the Register by the Registered Owner thereof, in person or by the Registered Owner's attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Owner or the Registered Owner's duly authorized attorney. The Registrar shall not be required to transfer or exchange Bonds for a period from the fifteenth(151h)day of the month next preceding any Debt Service Payment Date of such Bond through such Debt Service Payment Date nor to transfer or exchange any Bond after the making of notice calling such Bond or portion thereof for redemption has been given as herein provided nor during the period of fifteen(15)days next preceding the giving of such notice. 17 (ii) For every such transfer of Bonds, whether temporary or definitive, the District, the Trustee, and the Registrar may charge a fee sufficient to reimburse it or them for any expense,tax,fee or other governmental charge required to be paid with respect to such transfer. In addition, for every exchange of Bonds, the District, the Trustee, and the Registrar may charge a reasonable fee to cover the costs of printing Bonds including any Trustee's or Registrar's charges in connection therewith. The payment of the fees provided in this Paragraph shall be made by the Registered Owner requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. (iii) In all cases in which the privilege of exchanging or transferring Bonds is exercised, the District shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture. All registered Bonds surrendered in any exchange or transfer shall forthwith be canceled by the Trustee. (c) Transfer Restrictions. Transfers of the Bonds(including beneficial ownership interests therein) shall at all times be subject to any transferability restrictions set forth on any legends affixed to such Bonds. The Trustee shall have no duty or responsibility to monitor,inquire,investigate or otherwise determine whether any transferees of the Bonds qualify under these requirements and shall have no liability with respect thereto. (d) Mutilated, Destroyed, Lost and Stolen Bonds. If any Bond shall become mutilated or be destroyed, stolen or lost, the District shall execute, and thereupon the Trustee shall authenticate and deliver, a new Bond of like Series, maturity date, principal amount and interest rate as the Bond so mutilated, lost, stolen or destroyed, provided that the Registered Owner first complies with the following requirements: (i) in the case of any mutilated Bond,such Bond is first surrendered to the Trustee; (ii) in the case of any lost,stolen or destroyed Bond,there is first furnished evidence of such loss,theft or destruction reasonably satisfactory to the Trustee; (iii) shall furnish such security or indemnity acceptable by the Trustee and the District to save them harmless; (iv) pays all expenses and charges in connection therewith,including,but not limited to,printing costs,legal fees,fees of the Trustee and any tax or other governmental charge that is authorized to be imposed; and (v) satisfies any other reasonable requirements imposed by the Trustee or the District. Any new Bonds issued pursuant to this Paragraph in substitution for Bonds alleged to be destroyed, stolen or lost shall constitute original additional contractual obligations on the part of the District, whether or not the Bonds alleged to be destroyed,stolen or lost be at any time enforceable by anyone, and shall be equally secured by and entitled to equal and proportionate benefits in the Trust Estate with all other Bonds issued under this Indenture, to the same extent provided herein. If, after the delivery of such new Bond,a bona fide purchaser of the original Bond in lieu of which such new Bond was issued presents for payment or registration such original Bond, the Trustee shall be entitled to recover such new Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser,and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the District or the Trustee in connection therewith. (e) Cancellation of Bonds;Non presentment. Bonds redeemed,presented and surrendered in accordance with the terms hereof shall be cancelled on the surrender thereof. If any Bond is not presented for payment when the principal thereof shall become due, either at maturity, at the date fixed for redemption thereof,or otherwise, if funds sufficient to pay such Bond shall have been made available to the Trustee for the benefit of the Registered Owner thereof, all liability of the District to the Registered Owner thereof for the payment of such Bond shall forthwith cease, terminate, and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fiind or funds, without liability for interest thereon, for the benefit of the Registered Owner, 18 who shall thereafter be restricted exclusively to such fund or funds for any claim of whatever nature on his,her or their part under this Indenture or on,or with respect to,said Bonds. Section 3.06 Payment Provisions. (a) Medium of Payment. Debt Service on the Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. (b) Date for Payment. If the date for the payment of Debt Service on any Bond is not a Business Day,the date for such payment shall be the next succeeding Business Day,and payment on such date shall for all purposes be deemed to have been made on the due date thereof. If any principal or interest on any Bond is not paid when due(whether by maturity,or call for redemption or otherwise),then the overdue installments of principal shall bear interest until paid at the same rate set forth in such Bond;provided, however,that in no event shall the interest rate borne by any Series of the Bonds exceed the maximum "net effective interest rate", as defined and calculated on the date of delivery of such Bond, in accordance with Chapter 1204,Texas Government Code. (c) Method of Payment. Except as otherwise provided in any arrangements with the Securities Depository, interest on each Bond shall be paid by the Registrar to each Registered Owner,as shown in the Register at the close of business on the Record Date, at the address of each such Registered Owner as such appears in the Register by wire transfer in immediately available funds to an account within the United States designated by such Owner or by such other customary banking arrangements acceptable to the Registrar and the person to whom interest is to be paid;provided,however,that such person shall bear all risk and expense of such other customary banking arrangements. Payment of interest on Bonds at maturity or on a Redemption Date shall be paid upon presentation and surrender of such Bonds at the Trustee's designated office. Principal of the Bonds shall be payable by wire transfer in immediately available funds to an account within the United States designated by such Owner and in accordance with the notice provisions of this Indenture, and no payment of principal shall be made on any Bond unless and until such Bond is tendered to the Trustee for cancellation. (d) Unclaimed Payments. Unclaimed payments shall be segregated in a special account and held in trust, uninvested by the Registrar, for the account of the Registered Owner of the Bonds to which the unclaimed payments pertain. Subject to Title 6,Texas Property Code,unclaimed payments remaining unclaimed by the Owners entitled thereto for three (3) years after the applicable payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter coming due and,to the extent any such money remains after the retirement of all Outstanding Bonds,shall be paid to the District to be used for any lawful purpose. Thereafter,neither the District,the Registrar nor any other person shall be liable or responsible to any Owner of such Bonds for any further payment of such unclaimed payments or on account of any such Bonds, subject to Title 6,Texas Property Code. Section 3.07 Book-Entry System. A Book-Entry System with The Depository Trust Company is hereby authorized for the Bonds. The provisions of this Section shall apply to the Bonds while such Bonds are maintained under the Book-Entry System with The Depository Trust Company or any other Securities Depository for the Bonds appointed pursuant to this Section, any other provisions of this Indenture to the contrary notwithstanding. (a) Registration of Definitive Bonds with the Securities Depository. Each definitive Series of Bonds shall be initially executed and delivered in the form of a separate, single, authenticated, fully registered bond for each separate stated maturity of each Series, each such bond to be in the full 19 principal amount of each Series,with such stated maturity. Upon initial execution,authentication and delivery,the ownership of such Bonds shall be registered in the Register in the name of the Securities Depository or its nominee. Upon delivery by the Securities Depository to the Trustee of written notice to such effect, the Securities Depository may substitute a new nominee or successor nominee, and subject to the provisions herein with respect to record dates, the term "Cede & Co." in this Indenture shall refer to such new nominee of the Securities Depository. The District,in its discretion,at any time upon complying with the rules of such Securities Depository, may replace any Securities Depository as the depository for the Bonds with another qualified securities depository or discontinue the maintenance of the Bonds under a Book-Entry System upon 30 days' notice to the Securities Depository (or such fewer number of days as shall be acceptable to such Securities Depository). A copy of any such notice shall be delivered promptly to the Trustee. (b) Beneficial Ownership Interests. The Trustee and the District may treat the Securities Depository as the sole and exclusive Registered Owner of the Bonds registered in its name for the purposes of payment of Debt Service on the Bonds, selecting the Bonds of any Series or portions thereof to be redeemed, giving any notice permitted or required to be given to Registered Owners of the Bonds under this Indenture,registering the transfer of the Bonds of any Series,obtaining any consent or other action to be taken by the Registered Owner of the Bonds of any Series, and for all other purposes whatsoever, and neither the Trustee nor the District shall be affected by any notice to the contrary. Neither the Trustee nor the District shall have any responsibility or obligation to any participant, any Person claiming a beneficial ownership interest in the Series 2021 Bonds under or through Securities Depository(a"Participant"),with respect to the accuracy of any records maintained by the Securities Depository or any direct Participant;the payment by the Securities Depository or any direct Participant of any amount in respect of Debt Service on the Bonds of any Series;any notice which is permitted or required to be delivered to the Registered Owners of the Bonds of any Series under this Indenture;the selection by Securities Depository of any Person to receive payment in the event of a partial redemption of the Bonds of any Series; or any consent given or other action taken by the Securities Depository as the Registered Owner of the Bonds of any Series. So long as the Securities Depository is the Registered Owner of any Series of Bonds, the Trustee shall pay all Debt Service on the Bonds of such Series only to the Securities Depository,and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to Debt Service on such Series of Bonds to the extent of the sum or sums so paid. (c) Communications with Bondholders. In connection with any notice or other communication to be provided to Registered Owners of the Bonds of any Series pursuant to this Indenture by the District or the Trustee with respect to any consent or other action to be taken by Registered Owners of the Bonds of any Series, the District or the Trustee, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository notice of such record date not less than fifteen(15)calendar days in advance of such record date to the extent practicable. Article 4 Redemption of Bonds Section 4.01 General Provisions Regarding Redemption. Bonds subject to redemption prior to maturity shall be redeemable, upon notice as provided in this Article unless a different notice provision is provided for in a Supplemental Indenture,on such dates, at such prices and upon such terms in addition to the terms contained in this Article, as may be specified herein with respect to the Series 2021 Bonds or in the Supplemental Indenture authorizing such Series of Additional Bonds. 20 Section 4.02 Optional Redemption of the Series 2021 Bonds. (a) Series 2021A Bonds. The Series 2021A Bonds maturing on or after [ ], 20[_] are subject to redemption prior to maturity, at the option of the District, in whole or from time to time in part, in Authorized Denominations, on [ , 20[_], and on any date thereafter, upon direction by the District and upon payment of par plus accrued interest to the date of redemption. (b) Series 2021 B Bonds. The Series 2021 B Bonds maturing on or after [ , 20[_] are subject to redemption prior to maturity, at the option of the District, in whole or from time to time in part, in Authorized Denominations, on [ ], 20[_], and on any date thereafter, upon direction by the District and upon payment of par plus accrued interest to the date of redemption. (c) Series 2021 C Bonds. The Series 2021 C Bonds maturing on or after [ 1 20[i] are subject to redemption prior to maturity, at the option of the District, in whole or from time to time in part, in Authorized Denominations, on [ ], 20[_], and on any date thereafter, upon direction by the District and upon payment of par plus accrued interest to the date of redemption. Section 4.03 Mandatory Sinking Fund Redemption. (a) Series 2021A Bonds. The Series 2021A Bonds maturing�],20[_] (the"Series 2021 First-Lien Term Bonds") shall be subject to scheduled mandatory sinking fund redemption, in part, at a price equal to the principal amount thereof,without premium,plus accrued interest to the mandatory sinking fund redemption date, on the dates and in the respective principal amounts set forth in the following schedule: Sinking Fund Redemption Date Principal Amount ([ ]1 to be Redeemed (Maturity) Prior to each scheduled mandatory redemption date, the Trustee shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Series 2021 First-Lien Term Bonds equal to the aggregate principal amount of such Series 2021 First- Lien Term Bonds to be redeemed, shall call such Series 2021 First-Lien Term Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption,as provided in Section 4.06 of this Indenture. The principal amount of the Series 2021 First-Lien Term Bonds required to be redeemed on any redemption date pursuant to this Section 4.03 shall be reduced,at the option of the District,by the principal amount of any Series 2021 First-Lien Term Bonds which,at least forty-five(45) days prior to the mandatory sinking fund redemption date (i)shall have been acquired by the District and delivered to the Trustee for cancellation,(ii)shall have been purchased and canceled by the Trustee at the request of the District or (iii)shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. (b) Series 2021 B Bonds. The Series 2021 B Bonds maturing [ ], 20[,] (the "Series 2021 Second- Lien Term Bonds") shall be subject to scheduled mandatory sinking fund redemption, in part, at a price equal to the principal amount thereof, without premium, plus accrued interest to the mandatory sinking fund redemption date, on the dates and in the respective principal amounts set forth in the following schedule: 21 Sinking Fund Redemption Date Principal Amount (f 1) to be Redeemed (Maturity) Prior to each scheduled mandatory redemption date, the Trustee shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Series 2021 Second-Lien Term Bonds equal to the aggregate principal amount of such Series 2021 Second-Lien Term Bonds to be redeemed, shall call such Series 2021 Second-Lien Tenn Bonds for redemption on such scheduled mandatory redemption date,and shall give notice of such redemption, as provided in Section 4.056 of this Indenture. The principal amount of the Series 2021 Second-Lien Term Bonds required to be redeemed on any redemption date pursuant to this Section 4.03(b)shall be reduced,at the option of the District, by the principal amount of any Series 2021 Second-Lien Term Bonds which, at least forty-five (45) days prior to the mandatory sinking fund redemption date(i)shall have been acquired by the District, and delivered to the Trustee for cancellation, (ii) shall have been purchased and canceled by the Trustee at the request of the District or (iii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. (c) Series 2021 C Bonds. The Series 2021 C Bonds maturing[ 1,20"(the"Series 2021 Third-Lien Term Bonds") shall be subject to scheduled mandatory sinking fund redemption, in part, at a price equal to the principal amount thereof,without premium,plus accrued interest to the mandatory sinking fund redemption date, on the dates and in the respective principal amounts set forth in the following schedule: Sinking Fund Redemption Date Principal Amount ([_1) to be Redeemed (Maturity) Prior to each scheduled mandatory redemption date, the Trustee shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Series 2021 Third-Lien Term Bonds equal to the aggregate principal amount of such Series 2021 Third-Lien Term Bonds to be redeemed, shall call such Series 2021 Third-Lien Term Bonds for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in Section 4.06 of this Indenture. The principal amount of the Series 2021 Third-Lien Term Bonds required to be redeemed on any redemption date pursuant to this Section 4.03(c)shall be reduced,at the option of the District,by the principal amount of any Series 2021 Third-Lien Term Bonds which, at least forty-five (45) days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the District and delivered to the Trustee for cancellation,(ii)shall have been purchased and canceled by the Trustee at the request of the District or (iii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. 22 Section 4.04 Extraordinary Mandatory Redemption of the Series 2021 Bonds. (a) The Series 2021 Bonds shall be subject to extraordinary mandatory redemption in whole or in part on the earliest date following the date for which notice of redemption can be given as provided in this Indenture, at a price equal to the principal amount of Series 2021 Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption, without premium, upon the occurrence of the following events: W Mandatory Redemption with Excess Series 2021 First-Lien Bond Proceeds. Upon receipt by the Trustee of a copy of the Final Acceptance Certificate certified by the District to the Trustee, to the extent the amount remaining in the First-Lien Project Subaccount is at least S 100,000, the Trustee shall transfer the amount remaining in the First-Lien Project Subaccount to the First-Lien Bond Debt Service Fund, which funds shall be used to redeem Series 2021A Bonds at a Redemption Price, equal to the principal amount of Series 2021A Bonds called for redemption, plus accrued and unpaid interest with respect thereto, but not including as to the Redemption Date (which shall be a Business Day determined by the Trustee which will permit the Trustee to provide notice of redemption in accordance with Section 4.06 hereof). 0i) Mandatory Redemption with Excess Series 2021 Second-Lien Bond Proceeds. Upon receipt by the Trustee of a copy of the Final Acceptance Certificate certified by the District to the Trustee,to the extent the amount remaining in the Second-Lien Project Subaccount is at least $100,000, the Trustee shall transfer the amount remaining in the Second-Lien Project Subaccount to the Second-Lien Bond Debt Service Fund,which funds shall be used to redeem Series 2021 B Bonds at a Redemption Price, equal to the principal amount of Series 2021 B Bonds called for redemption, plus accrued and unpaid interest with respect thereto, but not including as to the Redemption Date (which shall be a Business Day determined by the Trustee which will permit the Trustee to provide notice of redemption in accordance with Section 4.06 hereof). (iii) Mandatory Redemption with Excess Series 2021 Third-Lien Bond Proceeds. Upon receipt by the Trustee of a copy of the Final Acceptance Certificate certified by the District to the Trustee, to the extent the amount remaining in the Third-Lien Project Subaccount is at least $100,000, the Trustee shall transfer the amount remaining in the Third-Lien Project Subaccount to the Third-Lien Bond Debt Service Fund,which funds shall be used to redeem Series 2021 C Bonds at a Redemption Price, equal to the principal amount of Series 2021 C Bonds called for redemption, plus accrued and unpaid interest with respect thereto, but not including as to the Redemption Date (which shall be a Business Day determined by the Trustee which will permit the Trustee to provide notice of redemption in accordance with Section 4.06 hereof). (iv) Mandatory Redemption Fran Fiords on Deposit in Insurance and Condemnation Proceeds Fund. The Series 2021 Bonds (and any Outstanding Additional Bonds) are subject to mandatory redemption, in whole or in part, in Authorized Denominations and pro rata by Series within a lien level (for example, all First-Lien Bonds shall be redeemed pursuant to this provision before the Second-Lien Bonds and all Second-Lien Bonds before the Third- Lien Bonds), at a Redemption Price equal to the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date (which shall be a Business Day determined by the Trustee which will permit the Trustee to provide notice of redemption in accordance with Section 4.06 hereof and which occurs no later than sixty(60)days after funds are deposited into the Insurance and Condemnation Proceeds Fund in accordance 23 with Section 5.27 hereof)with funds on deposit in the Insurance and Condemnation Proceeds Fund. (b) Selection of Bonds for Mandatory Redemption. Whenever by the terms of this Indenture or any Supplemental Indenture the Trustee is required or authorized to redeem Bonds otherwise than at the option of the District,the Trustee shall select the Bonds to be redeemed,give the notice of redemption and pay, out of moneys available therefor, the Redemption Price thereof, plus interest accrued and unpaid to the Redemption Date,to the Registered Owners of Bonds to be redeemed in accordance with the terms of this Indenture and any Supplemental Indenture. Section 4.05 Selection of Bonds to be Redeemed. Unless otherwise specifically directed herein,the Bonds becoming subject to redemption shall be selected in such order of maturity and from such Series of Bonds as the District, may direct. If less than all of a Series of Bonds,or of a single maturity within the same Series are to be redeemed, the Series or subseries to be redeemed will be selected by lot unless otherwise provided herein or by the Supplemental Indenture authorizing such Series of Bonds; provided, however, that the portion of any Series or subseries of a denomination greater than the minimum Authorized Denomination for the Bonds of such Series to be redeemed shall be redeemed in part only in Authorized Denomination and that, in selecting portions of the Bonds of a Series for redemption, the Trustee shall treat each Bond of such Series as representing that number of that Series of the minimum Authorized Denominations for such Series which is obtained by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination for such Series. In case of any partial redemption during the continuance of an Event of Default, such redemption shall be applied on a pro-rata basis to all Outstanding Bonds of the Series called for redemption,without differentiation by maturity or within a maturity. Section 4.06 Notice of Redemption. The Trustee shall deliver(by first class mail, unless otherwise indicated in the applicable rules of the Securities Depository) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books at least thirty (30) days prior to the date fixed for redemption. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, if any,the Bond numbers and the maturity or maturities of the Bonds to be redeemed(except in the event of redemption of all of the Bonds of such maturity or maturities in whole), and shall require that such Bonds be then surrendered at the designated office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Neither the failure to receive any notice so mailed,nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. With respect to any notice of any optional redemption of Bonds of a Series, unless at the time such notice is given the Bonds to be redeemed shall be deemed to have been paid within the meaning of Section 3.05(e)hereof, such notice shall state that such redemption is conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys that, together with other available amounts held by the Trustee,are sufficient to pay the Redemption Price of, and accrued interest on, the Bonds to be redeemed, and that if such moneys shall not have been so received, said notice shall be of no force and effect and the District shall not be required to redeem such Bonds. If a notice of redemption of Bonds contains such a condition and such moneys are not so received two (2)business days prior to the redemption date, the redemption of Bonds as described in the conditional notice of redemption shall be rescinded and not be made and the Trustee shall give notice to the Owners and in the manner in which the notice of redemption was given, that such moneys were not so received and that there shall be no redemption of Bonds pursuant to such notice of redemption. Any Bonds subject to conditional redemption and for which such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an Event of Default. Further, in the case of a conditional redemption, the failure of the District to make moneys or authorized securities available in part or in whole on or before the Redemption Date shall not constitute an Event of Default. 24 Failure to give the notices described in this Section, or any defects therein, shall not in any manner affect the validity of any proceedings for redemption of any other Bonds for which such notice has been duly given. Neither the District nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bonds or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the District nor the Trustee shall be liable for any inaccuracy in such numbers. Section 4.07 Payment of Redeemed Bonds. Notice having been given in the manner provided in Section 4.05 hereof, the Bonds or portions thereof so called for redemption shall become due and payable on the Redemption Date so designated at the Redemption Price, plus interest accrued and unpaid to the Redemption Date, and upon presentation and surrender thereof at the office specified in such notice. If there shall be called for redemption less than all of the Redemption Price of any Bond,the District shall execute and the Trustee shall authenticate, upon the surrender of such Bond, without charge to the Registered Owner thereof, for the unredeemed balance of the principal amount of the Bond so surrendered, Bonds of like Series and maturity in any Authorized Denomination. If,on the Redemption Date,moneys for the redemption of all the Bonds or portions thereof of any like Series and maturity to be redeemed,together with accrued and unpaid interest to the Redemption Date, shall be held by the Trustee so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the Redemption Date interest on the Bonds or portions thereof of such Series and maturity so called for redemption shall cease to accrue and become payable. If said moneys shall not be so available on the Redemption Date, such Bonds or portions thereof shall continue to bear or accrete interest until paid at the same rate as they would have borne or accreted interest at had they not been called for redemption. Section 4.08 Modification by Supplemental Indenture. The provisions of this Article may be modified by any Supplemental Indenture in respect of any Series of Additional Bonds authorized thereby,and in the event of any conflict with the provisions hereof the provisions of such Supplemental Indenture shall control in respect of any Series of Additional Bonds authorized thereby. Section 4.09 Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the District shall execute and the Trustee shall authenticate and deliver to the Owner thereof a new Bond or Bonds of the same Series in Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Bonds surrendered. Section 4.10 Effect of Notice of Redemption. (a) Notice of redemption having been given as provided in Section 4.056 of this Indenture, the Bonds or portions thereof called for redemption shall become due and payable on the Redemption Date and, unless the District defaults in its obligation to make provision for the payment of the principal thereof, redemption premium,if any,or accrued interest thereon,such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If the District shall fail to make provision for payment of all sums due on a Redemption Date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the District. 25 Article 5 Covenants of the District and Trustee Section 5.01 Development Project Fund and Subaccounts. The Development Project Fund has been created by the District as described in Section 2.02(e)hereof.The Development Project Fund shall include the following accounts: (a) "Project Account," which shall be established and maintained by the Trustee pursuant to the terms hereof,and within such fund,the following subaccounts: (i) "First-Lien Project Subaccount," (ii) "Second-Lien Project Subaccount," (iii) "Third-Lien Project Subaccount," (b) "Pre-Opening Expense Account," which shall be established and maintained by the Trustee pursuant to the terms hereof, (c) "Costs of Issuance Account,"which shall be established and maintained by the Trustee pursuant to the terms hereof;and (d) "Sales Tax Revenue Account," which shall be established and maintained by the District's Depository Bank. Section 5.02 Funds and Accounts. The Trustee shall establish and maintain the following Funds and Accounts: (a) "Revenue Fund;" (b) "Rebate Fund;" (c) "Senior Asset Management Fee Fund" (d) "Tax and Insurance Payment Fund;" (e) "Administrative Expense Fund;" (f) "Senior FF&E Fund;" (g) "First-Lien Bond Debt Service Fund"and within such Fund,the following accounts: (i) "First-Lien Bond Capitalized Interest Account;" (ii) "First-Lien Bond Principal Account;" (h) First-Lien Bond Reserve Fluid;" (i) "Second-Lien Bond Debt Service Fund"and within such Fund,the following accounts: (i) "Second-Lien Bond Capitalized Interest Account;" (ii) "Second-Lien Bond Principal Account;" 26 (j) "Second-Lien Bond Reserve Fund;" (k) "Working Capital Reserve Fund;" (1) "Third-Lien Bond Debt Service Fund"and within such Fund,the following accounts: (i) "Third-Lien Bond Capitalized Interest Account;" (ii) "Third-Lien Bond Principal Account;" (m) "Sales Tax Repayment Fund;" (n) "Subordinate Management Fee Fund;" (o) "Subordinate Asset Management Fee Fund;" (p) "Subordinate FF&E Reserve Fund;" (q) "Supplemental First-Lien Bond Reserve Fund;" (r) "Supplemental Second-Lien Bald Reserve Fund;" (s) "Surplus Revenue Fund;" (t) "Sales Tax Revenue Fund;" (u) Reserved; (v) "Insurance and Condemnation Proceeds Fund;"and (w) "Construction Contingency Fund." Section 5.03 Additional Funds,Accounts and Subaccounts;Transfers of Moneys Among Funds. The Trustee shall, at the written request of the District or as provided in a Supplemental Indenture, establish such additional Accounts within any of the Funds, and Subaccounts within any of the Accounts, as shall be specified in such written request, for the purpose of identifying more precisely the sources of payments into and disbursements from such Funds, Accounts and Subaccounts; but the establishment of any such additional Accounts or Subaccounts shall not alter or modify any of the requirements of this Indenture with respect to the deposit or use of the moneys in any Fund. The Trustee shall be compensated by the District for any additional costs incurred in connection with the creation of any additional accounts or subaccounts. Section 5.04 Development Project Fund Deposits and Payments. (a) Deposits to the Development Project Fund. On the Closing Date,the Trustee shall deposit the amounts set forth in Section 3.02 in the designated Accounts within the Development Project Fund. There may also be deposited into the Development Project Fund or any Account therein until the Final Completion Date any moneys received by the Trustee from any source with the express written direction of the District to deposit such moneys in an Account of the Development Project Fund unless otherwise required to be applied by this Indenture. (b) Payment of Costs of Issuance. Except for the payment of Costs of Issuance to be paid on the Closing Date of the Series 2021 Bonds in accordance with instructions contained in a closing 27 memorandum provided by the District to the Trustee,disbursements to pay or reimburse the payment of the Costs of Issuance shall be made by the Trustee from the Costs of Issuance Account only upon receipt of a Requisition Requesting Disbursement of Costs of Issuance, substantially in the form attached hereto as Exhibit C, approved and executed by an Authorized District Representative. The Trustee may conclusively rely on a Requisition Requesting Disbursement of Costs of Issuance. Upon the earlier to occur of(i)the delivery to the Trustee of a written certificate from an Authorized District Representative stating that all Costs of Issuance for the Series 2021 Bonds have been paid or duly provided for, or (ii) December 31, 2021 (unless otherwise instructed in writing by an Authorized District Representative), all funds remaining in the Costs of Issuance Account shall be transferred to the Project Account of the Development Project Fund. Thereafter,the Costs of Issuance Account shall be closed. (c) Disbrusement Procedures for Reimbursable Expenses. On the Closing Date of the Series 2021 Bonds, the Trustee shall,in accordance with instructions contained in a closing memorandum provided by the District to the Trustee, disburse amounts to the District to reimburse the District for Project Costs incurred prior to the Closing Date. The Trustee shall disburse money to pay such costs out of the Funds and Accounts identified in the closing memorandum. (d) Disbursement Procedures for Paynient of Project Costs. (i) The Trustee shall, upon receipt of a Requisition Requesting Disbursement of Project Costs, substantially in the form attached hereto as Exhibit D-1,executed by the Design/Builder and approved by an Authorized District Representative,disburse funds from the Project Account and apply such funds to the Project Costs in accordance with such Requisition Requesting Disbursement and in the following order: first from the First-Lien Project Subaccount, then from the Second-Lien Project Subaccount and finally from the Third-Lien Project Subaccount. (ii) The Trustee shall not be required to accept more than four requisitions each month except for requisitions solely for Costs of Issuance. (Ili) The final disbursement from the Development Project Fund for Project Costs shall additionally require the District to certify to the Trustee that all conditions precedent to final payment contained in Section 10.1.10 of the Design Build Agreement have been received, provided that the Trustee shall have no duty to review the Design Build Agreement and shall conclusively rely on the District's certification that such conditions precedent have been satisfied. (e) Trustee May Rely on Instructions and Requisitions. Upon receipt of a fully executed and approved Requisition Requesting Disbursement of Costs of Issuance in the form of Exhibit C hereto,Requisition Requesting Disbursement of Project Costs in the form of Exhibit D4, or a Requisition Requesting Disbursement of Pre-Opening Expenses in the form of Exhibit D-2 hereto and the required attachments, the Trustee may rely conclusively upon such instructions and requisitions. The Trustee shall have no liability on account of any disbursement from the Development Project Fund in accordance with such requisitions provided that it has complied with the procedures required in clauses (b), (c) and (d) above with respect to such requisitions. All payments made from the Development Project Fund shall be presumed by the Trustee to be made for the purposes certified in said written requests, and the Trustee shall not be required to see to the application of any payments made from the Development Project Fund or to inquire into the purposes for which withdrawals are being made from the Development Project Fund. The Trustee shall not be bound to make an investigation into the facts or matters stated in any written request. The Trustee shall 28 not be responsible for determining whether the funds on hand in the Development Project Fund are sufficient to complete the Project. (f) Transfer of Excess Funds From the Project Account. Upon the receipt by the Trustee of the Final Acceptance Certificate from an Authorized District Representative and as certified by the District, (i)to the extent there are excess funds in the First-Lien Project Subaccount,the Trustee shall transfer the amount remaining therein to the First-Lien Bond Principal Account of the First-Lien Bond Debt Service Fund, which funds shall be used to redeem Series 2021 A Bonds in accordance with Section 4.04 a i hereof,(ii) to the extent there are excess funds in the Second-Lien Project Subaccount, the Trustee shall transfer the amount remaining therein to the Second-Lien Bond Principal Account of the Second-Lien Bond Debt Service Fund, which funds shall be used to redeem Series 2021 B Bonds in accordance with Section 4.04(a)i) hereof, (iii) to the extent there are excess funds in the Third-Lien Project Subaccount, the Trustee shall transfer the amount remaining therein to the Third-Lien Bond Principal Account of the Third-Lien Bond Debt Service Fund, which funds shall be used to redeem Series 2021C Bonds in accordance with Section 4.04(a)(i) hereof, and(iv) the Project Account shall thereafter be closed. (g) Transfer oj'Funds if Required to Satisfy Debt Service Fund. Prior to the Opening Date,(i)amounts in the First-Lien Project Subaccount shall be transferred at the written direction of the District, to the First-Lien Bond Principal Account of the First-Lien Bond Debt Service Fund to be applied to the payment of Debt Service on the Series 2021 A Bonds as and to the extent required by Section 5.07(b) hereof, and (ii) amounts in the Second-Lien Project Subaccount shall be transferred at the written direction of the District, to the Second-Lien Bond Principal Account of the Second-Lien Bond Debt Service Fund to be applied to the payment of Debt Service on the Series 2021B Bonds as and to the extent required by Section 5.08(b)hereof,provided however,the District and the Design/Builder each first shall certify in writing to the Trustee that the amounts remaining in the Project Account after such transfer are sufficient to pay all remaining Project Costs. (h) Disbursement Procedures for Payment of Pre-Opening Expenses. Amounts in the Pre-Opening Expense Account of the Development Project Fund shall be used to pay the Operator's Pre-opening Expenses pursuant to the Hotel Services Agreement and the Technical Services Fee under the Technical Services Agreement. The Trustee shall, upon receipt of a Requisition Requesting Disbursement of Pre-Opening Expenses in the form attached hereto as Exhibit D-2(subject to approval of the District), withdraw funds from the Pre-Opening Expense Account of the Development Project Fund and apply such funds to Pre-Opening Expenses and Technical Services Fee in accordance with such direction. The Trustee shall conclusively rely on such requisition and shall not be bound to make an investigation into the facts or matters stated in any written request. All payments made from the Pre-Opening Expense Account of the Development Project Fund shall be presumed by the Trustee to be made for the purposes certified in said written requests,and the Trustee shall not be required to see to the application of any payments made from the Pre-Opening Expense Account of the Development Project Fund or to inquire into the purposes for which withdrawals are being made. Section 5.05 Transfers to Revenue Fund and Sales Tax Revenue Fund. (a) Transfers to Revenue Fund. Pursuant to the Hotel Services Agreement,a Collection Account and an Operating Account(together,the"Depository Accounts")will be created and established at least thirty (30)days prior to the Opening Date with the initial Depository Bank.The District shall provide written notice to the Trustee of the Opening Date (7) days prior to the Opening Date. The Depository Accounts shall at all times be subject to a Control Agreement entered into among the Depository Bank, the District, the Operator, and the Trustee(as secured party) for purposes of perfecting the Trustee's security interest in and to the Depository Accounts. Upon receipt by 29 Trustee of written notice from the Operator that the Hotel Services Agreement has terminated,Trustee shall deliver an "Activation Notice" (as defined in the Control Agreement) to the Depository Bank informing the Depository Bank of Trustee's exercise of control of the Operating Account and the Collection Account. Pursuant to the Hotel Services Agreement,the Operator shall deposit or cause to be deposited all Gross Operating Revenues into the Collection Account,which such amounts shall be swept to the Revenue Fund on a weekly basis,commencing[DAY OF THE WEEK] (DATE)and every[DAY OF THE WEEK] thereafter. Neither the Operator nor the Trustee shall be permitted to withdraw funds from the Collection Account. The Trustee shall transfer from the Revenue Fund to the Operating Account monthly(on the Monthly Distribution Date), an amount equal to the budgeted monthly Required Capital (as defined in the Hotel Services Agreement) for the Project, including Operating Expenses for the Project and the budgeted monthly Base Management Fee payable pursuant to the Hotel Services Agreement pursuant to Section 6.2 of the Hotel Services Agreement as listed for such month in the Operating Budget, a copy of which shall be delivered to Trustee by Operator, upon receipt by the Trustee of a Requisition Requesting Disbursement of the Required Capital, substantially in the form of Exhibit E hereto, which for the avoidance of doubt shall result in the aggregate balance following each such monthly transfer being no less than the Minimum Operating Account Balance; provided that the Trustee shall have no obligation to confirm or otherwise verify that such aggregate balance is no less than such Minimum Operating Account Balance;provided further that the Trustee shall make (A) upon the Operator's request,one additional transfer from the Revenue Fund to the Operating Account each month provided that the amount requested for disbursement by the Operator in any month pursuant to this Section 5.05(a)shall not be in excess of the monthly Required Capital for the Project as listed for such month in the Operating Budget as approved by the District or(B)additional transfers from the Revenue Fund to the Operating Account as otherwise directed by the District. The Operator shall be permitted to withdraw funds from the Operating Account for the payment of Required Capital, including Operating Expenses and its Base Management Fee payable under the Hotel Services Agreement in accordance with the terms of the Hotel Services Agreement,pursuant to either check or other documents of withdrawal signed by the Operator directly against the Operating Account. If there are insufficient funds in the Operating Account to pay for Required Capital,funds from the following accounts shall be transferred to the Operating Account at the written direction of the District for the payment of the Required Capital: the Working Capital Reserve Fund and the Surplus Revenue Fund. (b) Transfers to Sales Tax Revenue Fund. The District has irrevocably pledged to the payment of the Series 2021 C Bonds,which are or may be Outstanding from time to time, Pledged Sales Taxes. The District shall transfer to the Trustee Pledged Sales Taxes out of the Sales Tax Revenue Account of the Development Project Fund maintained by the District for deposit to the Sales Tax Revenue Fund as follows: If on the second Business Day immediately prior to a Debt Service Payment Date, there are not sufficient moneys in the Third-Lien Bond Debt Service Fund on such date, Pledged Sales Taxes shall be transferred by the District from the Sales Tax Revenue Account of the Development Project Fund to the Trustee for deposit into the Sales Tax Revenue Fund, in an amount which, together with the amount then available in the Third-Lien Bond Debt Service Fund, will be sufficient to pay Debt Service to become due and payable on the Series 2021 C Bonds on the next Debt Service Payment Date. Section 5.06 Flow of Funds. Except as otherwise provided in Section 10.04 hereof,on each Monthly Distribution Date, after making the deposits from the Collection Account to the Revenue Fund as required in Section 5.05(a)hereof,and after payment of any fees and expenses then owing to the Trustee,the Trustee shall make the deposits, transfers or payments indicated below from amounts then on deposit in the Rev 30 enue Fund in the priority listed below (including curing any deficiency in deposits, transfers or payments required in prior months), the requirements of each Fund, Account, deposit, transfer or payment to be fully satisfied,leaving no deficiencies,prior to any deposit,transfer or payment later in priority,unless as otherwise specifically provided below: (i) First, to the Rebate Fund, amounts which,when added to other amounts in the Rebate Fund, shall equal the amount required to be on deposit therein pursuant to the tax certificates delivered in connection with the issuance of each Series of Bonds, the interest of which is excludable from gross income under federal tax law; (ii) Second,to the Operating Account,an amount equal to the monthly budgeted Required Capital for the Project, including Operating Expenses of the Project and the budgeted monthly Base Management Fee payable pursuant to the Hotel Services Agreement,as listed for such month in the Operating Budget, a copy of which shall be delivered to the Trustee by the Operator, which for the avoidance of doubt shall result in the aggregate balance following each such monthly transfer being no less than the Minimum Operating Account Balance;provided that the Trustee shall have no obligation to confirm or otherwise verify that such aggregate balance is no less than such Minimum Operating Account Balance; (iii) Third, to the Tax and Insurance Payment Fund, an amount equal to one-twelfth (1/12)of the annual insurance premiums and projected ad valorem tax payments, if any, as directed in writing by the District; (iv) Fourth, to the Administrative Expense Fund,an amount equal to one-twelfth(1/12)of annual budgeted Administrative Expenses as listed for such month in a budget of Administrative Expenses, a copy of which shall be delivered to the Trustee by the District; (v) Fifth to the Senior FF&E Fund, the Required Monthly Senior FF&E Fund Deposit Amount; (vi) Sixth, to the Senior Asset Management Fee Fund, an amount equal to the monthly budgeted Senior Asset Management Fees for the Project in accordance with the Asset Management Agreement, a schedule of which shall be provided to the Trustee by the District, and the Trustee shall conclusively rely on such schedule; (vii) Seventh,to the First-Lien Bond Debt Service Fund as follows: (A) to the First-Lien Bond Capitalized Interest Account, an amount that together with moneys on deposit in such Account, will equal one-sixth (1/6) of any interest to become due and payable on the Outstanding First-Lien Bonds on the next Interest Payment Date, plus an amount equal to any shortfall from prior periods to the extent not made up from another source;and (B) to the First-Lien Bond Principal Account, commencing with the month occurring twelve months prior to the first Principal Payment Date for each Series of Outstanding First-Lien Bonds, an amount that together with moneys on deposit in such Account will equal one-twelfth(1/12) of the next principal payment to become due and payable within the next twelve months for the First-Lien Bonds, plus an amount equal to any shortfall from prior periods to the extent not made up from another source; 31 (viii) Eighth, to the First-Lien Bond Reserve Fund, the amount required to cause the amount on deposit in such fund to be equal to the Debt Service Reserve Requirement for the First-Lien Bonds, plus any amount required by Section 5.14 to restore or replenish any deficiencies in the First-Lien Bond Reserve Fund so that the amount of the Debt Service Reserve Requirement for the First-Lien Bonds is on deposit therein when,as and in the amounts therein required; (ix) Ninth,to the Second-Lien Bond Debt Service Fund as follows: (A) to the Second-Lien Bond Capitalized Interest Account,an amount that together with moneys on deposit in such Account, will equal one-sixth (1/6) of any interest to become due and payable on the Outstanding Second-Lien Bonds on the next Interest Payment Date,plus an amount equal to any shortfall from prior periods to the extent not made up from another source;and (B) to the Second-Lien Bond Principal Account,commencing with the month occurring twelve months prior to the first Principal Payment Date for each Series of Outstanding Second-Lien Bonds,an amount that together with moneys on deposit in such Account will equal one-twelfth(I/12)of the next principal payment to become due and payable within the next twelve months for the Second-Lien Bonds, plus an amount equal to any shortfall from prior periods to the extent not made up from another source; (x) Tenth, to the Second-Lien Bond Reserve Fund, the amount required to cause the amount on deposit in such fund to be equal to the Debt Service Reserve Requirement for the Second- Lien Bonds,plus any amount required by Section 5.16 to restore or replenish any deficiencies in such fund so that the amount of the Debt Service Reserve Requirement for the Second-Lien Bonds is on deposit therein when, as and in the amounts therein required; (xi) Eleventh, to the Working Capital Reserve Fund, the amount necessary for such account to equal the Working Capital Reserve Fund Requirement, after taking into account amounts on deposit therein; (xii) Ttivelfth, to the Subordinate Management Fee Fund, an amount equal to one percent(1%)of Gross Operating Revenues, which amount shall be certified to the Trustee annually by the District and the Trustee shall conclusively rely on such certification; (xiii) Thirteenth, to the Subordinate Asset Management Fee Fund,an amount equal to the monthly budgeted Subordinate Asset Management Fee for the Project in accordance with the Asset Management Agreement, which amount shall be certified to the Trustee annually by the District and the Trustee shall conclusively rely on such certification; (xiv) Fourteenth, to the Subordinate FF&E Reserve Fund, an amount equal to the Supplemental Monthly Subordinate FF&E Reserve Fund Deposit Amount; (xv) Fifteenth, to the Supplemental First-Lien Bond Reserve Fund, the balance, if any, of the moneys remaining in the Revenue Fund, up to the maximum annual Debt Service on all Outstanding First-Lien Bonds; (xvi) Sixteenth, to the Supplemental Second-Lien Bond Reserve Fund, the balance, if any, of the moneys remaining in the Revenue Fund, up to the maximum annual Debt Service on all Outstanding Second-Lien Bonds; 32 (xvii) Seventeenth, to the Surplus Revenue Fund, the balance, if any, of moneys remaining in the Revenue Fund, provided that, if the Distribution Test has been met as of such Monthly Distribution Date, moneys remaining in the Revenue Fund shall instead be distributed pursuant to clauses(xviii)and(xix)below; (xviii) Eighteenth, to the Sales Tax Repayment Fund, an amount equal to any amounts drawn from the Sales Tax Revenue Fund for payment of Debt Service on the Series 2021 C Bonds in prior periods and not previously reimbursed to the District; and (xix) Last, to the Surplus Revenue Fund, the balance, if any,of moneys remaining in the Revenue Fund. Section 5.07 Other Transfers to the First-Lien Bond Debt Service Fund. (a) Transfers Into First-Lien Bond Debt Service Fund From Other Funds. Notwithstanding anything in this Article or elsewhere in this Indenture to the contrary, if on the Debt Service True-up Date, there are not sufficient moneys in the First-Lien Bond Debt Service Fund on such date after making the transfers from the Revenue Fund required by Section 5.06 Seventh hereof,to satisfy the amount then- required(pursuant to Section 5.06 Seventh hereof) to be on deposit therein (after taking into account all funds on deposit in the First-Lien Bond Capitalized Interest Account),moneys shall be transferred by the Trustee to the First-Lien Bond Debt Service Fund from the following sources in an amount which,together with the amount then on deposit in the First-Lien Bond Debt Service Fund,will result in the First-Lien Bond Debt Service Fund having the balance then-required to be on deposit therein in order to pay Debt Service to become due and payable on the next Debt Service Payment Date: (i) First, from the Surplus Revenue Fund; (ii) Second, from the Third-Lien Bond Debt Service Fund, except for such funds on deposit therein which constitute Pledged Sales Taxes, if any; (iii) Third,from the Supplemental First-Lien Bond Reserve Fund; (iv) Fourth,from the Subordinate FF&E Reserve Fund; (v) Fifth, from the Subordinate Asset Management Fee Fund; (vi) Sixth,from the Subordinate Management Fee Fund; (vii) Seventh, from the Second-Lien Bond Debt Service Fund; and (viii) Last,from the First-Lien Bond Reserve Fund. (b) Transfers Into First-Lien Bond Debt Service Fund From Other Funds on Business Day Immediately Preceding Debt Service Payment Date. Notwithstanding anything in this Article or elsewhere in this Indenture to the contrary, if on the Debt Service True-up Date there are not sufficient moneys in the First-Lien Bond Debt Service Fund on such date, after making the transfers from the Revenue Fund required by Section 5.06 and from the other Funds and Accounts described in Section 5.07(a)hereof, to pay Debt Service on the Series 2021 A Bonds to become due and owing on such Debt Service Payment Date, subject to Section 5.04(g)hereof, including written certification from the District and the Design/Builder to the Trustee that the amounts remaining in the Project Account after any such transfer are sufficient to pay all remaining Project Costs, the Trustee shall transfer 33 moneys from the First-Lien Project Subaccount in an amount sufficient to cure such insufficiency,for deposit to the First-Lien Bond Debt Service Fund. Section 5.08 Other Transfers to the Second-Lien Bond Debt Service Fund. (a) Notwithstanding anything in this Article or elsewhere in this Indenture to the contrary, if on the Debt Service True-up Date,there are not sufficient moneys in the Second-Lien Bond Debt Service Fund on such date, after making the transfers from the Revenue Fund required by Section 5.06 Ninth hereof, to satisfy the amount then-required (pursuant to Section 5.06 Ninth hereof) to be on deposit therein (after taking into account all funds on deposit in the Second-Lien Bond Capitalized Interest Account), moneys shall be transferred by the Trustee to the Second-Lien Bond Debt Service Fund from the following sources in an amount which, together with the amount then on deposit in the Second-Lien Bond Service Fund,will result in the Second-Lien Bond Debt Service Fund having the balance then- required to be on deposit therein in order to pay Debt Service to become due and payable on the next Debt Service Payment Date; provided, however, that no such transfers shall be made until after any transfers required under Section 5.07 have been made with respect to any Outstanding First-Lien Bonds: (i) First, from the Surplus Revenue Fund; (ii) Second,from the Third-Lien Bond Debt Service Fund except for such funds on deposit therein which constitute Pledged Sales Taxes, if any; (iii) Third,from the Supplemental Second-Lien Bond Reserve Fund; (iv) Fourth, from the Subordinate FF&E Reserve Fund; (v) Fourth, from the Subordinate Asset Management Fee Fund; (vi) Fifth, from the Subordinate Management Fee Fund; and (vii) Last, from the Second-Lien Bond Reserve Fund. (b) Transfers Into Second-Lien Bond Debt Service Fund From Other Funds on Business Day Itnfnediately Preceding Debt Service Payment Date. Notwithstanding anything in this Article or elsewhere in this Indenture to the contrary,if Debt Service True-up Date there are not sufficient moneys in the Second- Lien Bond Debt Service Fund on such date,after making the transfers from the Revenue Fund required by Section 5.06 and from the other Funds and Accounts described in Section 5.08(a) hereof, to pay Debt Service on the Series 2021 B Bonds to become due and owing on such Debt Service Payment Date,subject to Section 5.04(g)hereof,the Trustee shall transfer moneys from the Second-Lien Project Subaccount in an amount sufficient to cure such insufficiency,for deposit first to the First-Lien Bond Debt Service Fund,to the extent required and, if funds remain,to the Second-Lien Bond Debt Service Fund. Section 5.09 Transfers From the Sales Tax Revenue Fund to the Third-Lien Bond Debt Service Fund for the Series 2021C Bonds. Notwithstanding anything in this Article or elsewhere in this Indenture to the contrary, if on the Debt Service True-up Date for the Series 2021 C Bonds,there are not sufficient moneys in the Third-Lien Bond Debt Service Fund on such date, moneys shall be transferred by the Trustee from the Sales Tax Revenue Fund to the Third-Lien Bond Debt Service Fund in an amount which, together with the amount then on deposit in the Third-Lien Bond Debt Service Fund, will result in the Third-Lien Bond Debt Service Fund having the balance then-required to be on deposit therein in order to 34 pay Debt Service on the Series 2021 C Bonds to become due and payable on the next Debt Service Payment Date. Section 5.10 Working Capital Reserve Fund. (a) Purpose of and Deposits into Working Capital Reserve Fund. The purpose of the Working Capital Reserve Fund is to accumulate therein amounts equal to the Working Capital Reserve Fund Requirement applicable for each Year. Initially, the Operator will cause to be deposited with the Trustee $600,000 to fund the Working Capital Reserve Fund; provided, any amount in excess of the initial Working Capital Reserve Fund Requirement shall be deposited into the Revenue Fund. In addition to depositing the amounts transferred pursuant to Section 5.06 Eleventh hereof, the Trustee also shall deposit into the Working Capital Reserve Fund all amounts required to be transferred thereto pursuant to any other provision of this Indenture, if any,and any other funds provided by any Person which is accompanied with express written directions to deposit such funds into the Working Capital Reserve Fund. (b) Payments to Fund Unbudgeted Expenses or for Certain Repairs. Funds on deposit in the Working Capital Reserve Fund shall be applied by the Trustee,upon receipt by the Trustee of a Working Capital Reserve Fund Requisition Requesting Disbursement substantially in the form of Exhibit F hereto, for (i)the payment of Operating Expenses (which, if unbudgeted and in excess of 10% of the line-item for such expenditure in the approved Operating Budget, shall be approved in writing by the District, subject to the exceptions for such approval set forth in Section 5.2(b)of the Hotel Services Agreement) and/or any other expenses in accordance with the Hotel Services Agreement,(ii)the payment of FF&E and Capital Expenditures which, if unbudgeted, shall be approved in writing by the District (but not for Emergency Capital Expenses or expenses required to comply with Legal Requirements pursuant to the Hotel Services Agreement), at any time during which such expenses exceed the amount otherwise available for such purpose in the Operating Account, the Senior FF&E Fund, the Subordinate FF&E Reserve Fund and the Surplus Revenue Fund to pay such expenses (to the extent amounts in such Funds are authorized to be used for such expenses),and(iii)repair or replacement of the Project in the event of casualty damage or for the payment of amounts reasonably determined by the Operator as are required to be made to protect life,health or property from imminent danger or to comply with Legal Requirements. For purposes of this Section,the Trustee may conclusively rely on a Requisition Requesting Disbursement in substantially the form of Exhibit F, and need not conduct an independent investigation as to such matters. (c) Additional Deposits. In addition to the deposits required to be made into the Working Capital Reserve Fund pursuant to Section 5.10(a)above,in the event disbursements are made from the Working Capital Reserve Fund pursuant to Section 5.1 ON hereof which causes the balance on deposit in the Working Capital Reserve Fund to be less than the Working Capital Reserve Fund Requirement, any such deficiency in such Fund shall be restored within twelve (12) months of the date such deficiency first occurred by making monthly deposits from the Revenue Fund to the Working Capital Reserve Fund pursuant to Section 5.06 Eleventh hereof. (d) Transfer of Excess Funds. If, at any time following the initial transfer of$600,000 into the Working Capital Reserve Fund described in clause (a) above, the amount on deposit in the Working Capital Reserve Fund exceeds the Working Capital Reserve Fund Requirement, amounts in excess of the Working Capital Reserve Fund Requirement shall be deposited into the Revenue Fund by the Trustee. 35 Section 5.11 Senior Asset Management Fee Fund. (a) Ptu pose of and Deposits into Senior Asset Management Fee Fund. The purpose of the Senior Asset Management Fee Fund is to deposit therein amounts sufficient to pay all Senior Asset Management Fees due to the Asset Manager during each Year. The Trustee is entitled to conclusively rely on such information regarding the remaining unpaid balance of the Senior Asset Management Fees provided by the Asset Manager(unless such information is disputed in good faith and in writing by the District, in which event the Trustee shall rely on the provisions of Section 5.32 hereof until such dispute is settled and agreed to by the Asset Manager and the District) in order to determine the amount that is required to be deposited into the Senior Asset Management Fee Fund in accordance with Section 5.06 Sixth hereof. (b) Transfer of Senior Asset Management Fees to Asset Manager. On each Monthly Distribution Date, the Trustee shall transfer from funds on deposit in the Senior Asset Management Fee Fund to the Asset Manager(or to other Persons upon written direction of the Asset Manager to the Trustee) in payment of the Senior Asset Management Fees due and owing to the Asset Manager for the preceding month the.amount indicated for such month on the Schedule of Management Fees provided to the Trustee by the District.The Trustee is entitled to conclusively rely on such Schedule of Management Fees. If for any Fiscal Year,the aggregate amount of the monthly installments paid to Asset Manager on account of the Senior Asset Management Fees shall be more or less than the Senior Asset Management Fees payable for such Fiscal Year based upon the final determination of Gross Operating Revenue reflected in the Annual Financial Statement for such Fiscal Year such amounts shall be reconciled pursuant to Section 6.1.3 of the Asset Management Agreement and the District will promptly provide an updated Schedule of Management Fees to the Trustee, upon which it shall conclusively rely. Section 5.12 Senior FF&E Fund. (a) Purpose of and Deposits into Senior FF&E Fund. The purpose of the Senior FF&E Fund is to deposit therein amounts permitted by Section 6.2 of the Hotel Services Agreement (or any corresponding section of any replacement hotel operating agreement) during each Year. The Trustee shall fund the Senior FF&E Fund in an amount equal to the Required Monthly Senior FF&E Fund Deposit Amount, as provided in Section 6.2(b)(i)of the Hotel Services Agreement and as provided to the Trustee by the Operator. The Trustee is entitled to conclusively rely on such information provided by the Operator and shall have not duty to review the Hotel Services Agreement to determine such amount (unless such information is disputed in good faith and in writing by the District, in which event the Trustee shall rely on the provisions of Section 5.32 hereof until such dispute is settled and agreed to by the Operator and the District)to determine the amount that is required to be transferred from the Revenue Fund and deposited into the Senior FF&E Fund in accordance with Section 5.06 Fifth hereof. In addition to depositing the amounts transferred pursuant to Section 5.06 Fifth hereof, the Trustee also shall deposit into the Senior FF&E Fund all amounts required to be transferred thereto pursuant to any other provision of this Indenture, if any, and any other funds provided by any Person which is accompanied with express written directions to deposit such funds into the Senior FF&E Fund. (b) Payments for FF&E and Capital Expenditures. Unless an"Event of Default"(as defined in the Hotel Services Agreement) by the Operator has occurred and is continuing under the Hotel Services Agreement, of which a Responsible Officer of the Trustee has been provided written notice by the District,the Trustee shall make disbursements as directed by and upon receipt of a Senior FF&E Fund Requisition Requesting Disbursement in substantially the form attached to this Indenture as Exhibit G of funds deposited in the Senior FF&E Fund for the purpose of paying for (i) FF&E and Capital Expenditures included in the Capital Budget, (ii) if fiinds are insufficient in the Working 36 Capital Reserve Fund, the Subordinate FF&E Reserve Fund or the Surplus Revenue Fund to make such payment, amounts reasonably determined by the Operator to be required to be made for unbudgeted Emergency Capital Expenses or to comply with Legal Requirements,and(iii)other FF&E and Capital Expenditures not included in the Capital Budget which exceed $250,000 with the prior written consent of the District,or FF&E and Capital Expenditures not included in the Capital Budget which are less than$250,000 with prior notice to,but without the prior written consent of,the District, provided that all disbursements made from the Senior FF&E Fund shall be presumed by the Trustee to be made for the purposes certified in said written requests,and the Trustee shall not be required to see to the application of any payments made from the Senior FF&E Fund or to inquire into the purposes for which withdrawals are being made. If an Event of Default (as defined in the Hotel Services Agreement) by the Operator has occurred and is continuing under the Hotel Services Agreement, of which a Responsible Officer of the Trustee has been provided written notice by the District,the Trustee shall make disbursements as directed by a Senior FF&E Fund Requisition Requesting Disbursement (and consented to by the District in writing) in substantially the form attached to this Indenture as Exhibit G for the purposes and in the manner described in the immediately preceding sentence; provided that the Operator shall provide a weekly report summarizing all amounts paid out of the Senior FF&E Fund during each week to the Trustee and the District. For purposes of this Section,the Trustee may conclusively rely on a written Requisition Requesting Disbursement delivered in accordance with this Section, and need not conduct an independent investigation as to such matters. Additionally, if there are insufficient funds in the Administrative Expense Fund, the Subordinate FF&E Reserve Fund or the Surplus Revenue Fund,pursuant to a written requisition of an Authorized District Representative,Administrative Expenses shall paid from the Senior FF&E Fund. Section 5.13 First-Lien Bond Debt Service Fund. There shall be paid out of the appropriate Account of the First-Lien Bond Debt Service Fund on or before each Debt Service Payment Date for any of the First-Lien Bonds, the amount required to pay Debt Service coming due and payable on such date. All funds on deposit in the First-Lien Bond Capitalized Interest Account established for the Series 2021 A Bonds shall be used to pay interest coming due on the Series 2021 A Bonds and any other First-Lien Bonds, prior to the use of any other amounts in the First-Lien Bond Debt Service Fund for such purpose. On or before any Redemption Date for First-Lien Bonds to be redeemed,there shall also be paid out of the appropriate Account of the First-Lien Bond Debt Service Fund, from available amounts deposited therein from time to time, the Redemption Price of and interest on the First-Lien Bonds then to be redeemed. Section 5.14 First-Lien Bond Reserve Fund. (a) Initial Deposit in First-Lien Bond Reserve Fund. Simultaneously with the delivery of the Series 2021 A Bonds to the initial purchasers thereof,the District shall cause to be deposited in the First-Lien Bond Reserve Fund, from proceeds of the Series 2021 A Bonds, an amount equal to the First-Lien Bonds Initial Reserve Fund Deposit. (b) Transfers to First-Lien Bond Debt Service Fund. The Trustee shall apply amounts on deposit in the First-Lien Bond Reserve Fund to the extent necessary to make good the deficiency in the First-Lien Bond Debt Service Fund pursuant to Section 5.07 hereof. All cash and investments on deposit in the First-Lien Bond Reserve Fund shall be liquidated and withdrawn by the Trustee prior to drawing on any Reserve Fund Credit Facility which may, in the future, be on deposit in the First-Lien Bond Reserve Fund. Withdrawals of cash and investments on deposit in the First-Lien Bond Reserve Fund shall be made on a pro rata basis from any Account established for a Series of First-Lien Bonds of the First-Lien Bond Reserve Fund, unless otherwise directed by the District in writing, but any of such withdrawals may be applied towards the payment of Debt Service on any First-Lien Bonds. Similarly, if more than one Reserve Fund Credit Facility is maintained in the First-Lien Bond Reserve Fund,any withdrawals on such Reserve Fund Credit Facilities shall be pro 37 rata unless otherwise required by the terms of the Reserve Fund Credit Facilities. When the amount in the First-Lien Bond Reserve Fund(exclusive of any Reserve Fund Credit Facilities),together with the amount in the First-Lien Bond Debt Service Fund, is sufficient to fully pay all Outstanding First- Lien Bonds in accordance with their terms(including principal or Redemption Price and interest),the amount on deposit in the First-Lien Bond Reserve Fund may, at the direction of the District, be transferred to the First-Lien Bond Debt Service Fund and applied to pay the principal and Redemption Price of and interest on all First-Lien Bonds. (c) Additional Deposits to Cure Deficiencies. When and so long as the money and investments in the First-Lien Bond Reserve Fund total not less than the Debt Service Reserve Requirement for the First- Lien Bonds(including the amount available to be drawn under all Reserve Fund Credit Facilities),no deposits need be made to the credit of the First-Lien Bond Reserve Fund; but when and if the First- Lien Bond Reserve Fund at any time contains less than the Debt Service Reserve Requirement for the First-Lien Bonds, such deficiency in the Debt Service Reserve Requirement for the First-Lien Bonds shall be cured as promptly as possible by (i)making deposits from funds on deposit in the Revenue Fund in accordance with Section 5.06 Eighth hereof in an amount required to (A)first, if a draw has been made on Reserve Fund Credit Facilities,pay reimbursement obligations related to such Reserve Fund Credit Facilities on a pro rata basis to restore the amount available to be drawn under such Reserve Fund Credit Facilities to their original amounts (and pay all other amounts required by such Reserve Fund Credit Facility), and (B) second, restore the balance in the First-Lien Bond Reserve Fund to the Debt Service Reserve Requirement for the First-Lien Bonds;(ii)providing a Reserve Fund Credit Facility (but only if all reimbursement obligations on any then-existing Reserve Fund Credit Facility has been paid in full); or(iii)providing a combination of(i)and(ii)above. (d) Computation of Fu st-Lien Bond Reserve Fund. For the purpose of determining the amount on deposit to the credit of the First-Lien Bond Reserve Fund, investments in which money in such Fund shall have been invested shall be computed at market value, and any Reserve Fund Credit Facility shall be computed at the maximum amount available to be drawn thereunder. The amount on deposit to the credit of the First-Lien Bond Reserve Fund shall be computed by the Trustee semiannually, and shall be computed immediately upon any withdrawal from the First-Lien Bond Reserve Fund. (e) Transfer oj'E.xcess Funds. If on any Monthly Distribution Date the amount on deposit in the First- Lien Bond Reserve Fund exceeds the Debt Service Reserve Requirement for the First-Lien Bonds, prior to making the transfers under Section 5.06 Eighth on such date,such excess shall be applied to the reimbursement of each drawing on Reserve Fund Credit Facilities, if any, on a pro rata basis,and to the payment of interest or other amounts due with respect to such Reserve Fund Credit Facilities, and any remaining excess amounts shall be deposited into the First-Lien Bond Debt Service Fund. (f) Replacement of Cash with Reserve Fund Credit Facility. To the extent allowed by law,in lieu of cash and investments which are then on deposit in the First-Lien Bond Reserve Fund to satisfy all or a portion of the Debt Service Reserve Requirement for the First-Lien Bonds, the District may at any time, cause to be deposited in the First-Lien Bond Reserve Fund a Reserve Fund Credit Facility in an amount equal to the difference between the Debt Service Reserve Requirement for the First-Lien Bonds and all or a portion of such cash and investments. If at any time a Reserve Fund Credit Facility is delivered pursuant to this subsection (f) there shall be any amount in the First-Lien Bond Reserve Fund in excess of the Debt Service Reserve Requirement for the First-Lien Bonds,such excess amount may be applied to the cost of acquiring such Reserve Fund Credit Facility and, to the extent not so applied, shall be transferred to the First-Lien Bond Debt Service Fund and applied 38 to pay Debt Service when due or to purchase or redeem First-Lien Bonds as directed in writing by an Authorized District Representative. Section 5.15 Second-Lien Bond Debt Service Fund. There shall be paid out of the appropriate Account of the Second-Lien Bond Debt Service Fund on or before each Debt Service Payment Date for any of the Second-Lien Bonds, the amount required to pay Debt Service coming due and payable on such date. All funds on deposit in the Second-Lien Bond Capitalized Interest Account established for the Series 2021B Bonds shall be used to pay interest coming due on the Series 2021 B Bonds and any other Second-Lien Bonds,prior to the use of any other amounts in the Second-Lien Bond Debt Service Fund for such purpose. On or before any Redemption Date for Second-Lien Bonds to be redeemed, there shall also be paid out of the appropriate Account of the Second-Lien Bond Debt Service Fund, from available amounts deposited therein from time to time,the Redemption Price of and interest on the Second-Lien Bonds then to be redeemed. Section 5.16 Second-Lien Bond Reserve Fund. (a) Initial Deposit in Second-Lien Bond Reserve Fund. Simultaneously with the delivery of the Series 2021 B Bonds to the initial purchasers thereof, the District shall cause to be deposited in the Second- Lien Bond Reserve Fund, from proceeds of the Series 2021 B Bonds,an amount equal to the Second- Lien Bonds Initial Reserve Fund Deposit. (b) Transfers to Second-Lien Bond Debt Service Fund. The Trustee shall apply amounts on deposit in the Second-Lien Bond Reserve Fund to the extent necessary to make good the deficiency in the Second- Lien Bond Debt Service Fund pursuant to Section 5.08 hereof. All cash and investments on deposit in the Second-Lien Bond Reserve Fund shall be liquidated and withdrawn by the Trustee prior to drawing on any Reserve Fund Credit Facility which may, in the future, be on deposit in the Second- Lien Bond Reserve Fund. Withdrawals of cash and investments on deposit in the Second-Lien Bond Reserve Fund shall be made on a pro rata basis from any Account established for a Series of Second- Lien Bonds of the Second-Lien Bond Reserve Fund, unless otherwise directed by the District in writing, but any of such withdrawals may be applied towards the payment of Debt Service on any Second-Lien Bonds. Similarly, if more than one Reserve Fund Credit Facility is maintained in the Second-Lien Bond Reserve Fund, any withdrawals on such Reserve Fund Credit Facilities shall be pro rata unless otherwise required by the terms of the Reserve Fund Credit Facilities. When the amount in the Second-Lien Bond Reserve Fund (exclusive of any Reserve Fund Credit Facilities), together with the amount in the Second-Lien Bond Debt Service Fund, is sufficient to fully pay all Outstanding Second-Lien Bonds in accordance with their terms (including principal or Redemption Price and interest),the amount on deposit in the Second-Lien Bond Reserve Fund may,at the direction of the District, be transferred to the Second-Lien Bond Debt Service Fund and applied to pay the principal and Redemption Price of and interest on all Second-Lien Bonds. (c) Additional Deposits to Cure Deficiencies. When and so long as the money and investments in the Second-Lien Bond Reserve Fund total not less than the Debt Service Reserve Requirement for the Second-Lien Bonds (including the amount available to be drawn under all Reserve Fund Credit Facilities),no deposits need be made to the credit of the Second-Lien Bond Reserve Fund; but when and if the Second-Lien Bond Reserve Fund at any time contains less than the Debt Service Reserve Requirement for the Second-Lien Bonds, such deficiency in the Debt Service Reserve Requirement for the Second-Lien Bonds shall be cured as promptly as possible by(i)making deposits from funds on deposit in the Revenue Fund in accordance with Section 5.06 Tenth hereof in an amount required to(A) first,if a draw has been made on Reserve Fund Credit Facilities,pay reimbursement obligations related to such Reserve Fund Credit Facilities on a pro rata basis to restore the amount available to be drawn under such Reserve Fund Credit Facilities to their original amou 39 nts(and pay all other amounts required by such Reserve Fund Credit Facility),and(B)second,restore the balance in the Second-Lien Bond Reserve Fund to the Debt Service Reserve Requirement for the Second-Lien Bonds; (ii)providing a Reserve Fund Credit Facility (but only if all reimbursement obligations on any then-existing Reserve Fund Credit Facility has been paid in full); or(iii)providing a combination of(i)and(ii)above. (d) Computation of Second-Lien Bond Reserve Fund. For the purpose of determining the amount on deposit to the credit of the Second-Lien Bond Reserve Fund, investments in which money in such Fund shall have been invested shall be computed at market value,and any Reserve Fund Credit Facility shall be computed at the maximum amount available to be drawn thereunder. The amount on deposit to the credit of the Second-Lien Bond Reserve Fund shall be computed by the Trustee at least annually, and shall be computed immediately upon any withdrawal from the Second-Lien Bond Reserve Fund. (e) Transfer of Excess Funds. If on any Monthly Distribution Date the amount on deposit in the Second- Lien Bond Reserve Fund exceeds the Debt Service Reserve Requirement for the Second-Lien Bonds, prior to making the transfers under Section 5.06 Tenth on such date, such excess shall be applied to the reimbursement of each drawing on Reserve Fund Credit Facilities, if any, on a pro rata basis,and to the payment of interest or other amounts due with respect to such Reserve Fund Credit Facilities, and any remaining excess amounts shall be deposited into the Second-Lien Bond Debt Service Fund. (f) Replacement of Cash with Reserve Fund Credit Facility. To the extent allowed by law,in lieu of cash and investments which are then on deposit in the Second-Lien Bond Reserve Fund to satisfy all or a portion of the Debt Service Reserve Requirement for the Second-Lien Bonds,the District may at any time,cause to be deposited in the Second-Lien Bond Reserve Fund a Reserve Fund Credit Facility in an amount equal to the difference between the Senior Reserve Fund Requirement and all or a portion of such cash and investments. If at any time a Reserve Fund Credit Facility is delivered pursuant to this subsection (f)there shall be any amount in the Second-Lien Bond Reserve Fund in excess of the Debt Service Reserve Requirement for the Second-Lien Bonds, such excess amount may be applied to the cost of acquiring such Reserve Fund Credit Facility and, to the extent not so applied, shall be transferred to the Second-Lien Bond Debt Service Fund and applied to pay Debt Service when due or to purchase or redeem Second-Lien Bonds as directed in writing by an Authorized District Representative. Section 5.17 Third-Lien Bond Debt Service Fund. (a) On or prior to the first day of the month occurring thirteen months prior to each annual Principal Payment Date for each Series of Outstanding Third-Lien Bonds,the District shall deposit funds from the Sales Tax Revenue Account of the Development Project Fund into the Third-Lien Bond Debt Service Fund as follows: (i) to the Third-Lien Bond Capitalized Interest Account, an amount that, together with moneys on deposit in such Account, will equal all of the interest to become due and payable on the Outstanding Third-Lien Bonds on the next two Interest Payment Dates,plus an amount equal to any shortfall from prior periods to the extent not made up from another source; and (ii) to the Third-Lien Bond Principal Account, an amount that together with moneys on deposit in such Account will equal the next principal payment to due on the next Principal Payment Date of such Series of Outstanding Third-Lien Bonds,plus an amount equal to any shortfall from prior periods to the extent not made up from another source; 40 provided that,if the Distribution Test has been met as of such date,the District may direct the Trustee to deposit from the Surplus Revenue Fund amounts to fund all or a portion of the amounts required in clauses (i) and(ii) above,provided fierther that, if the Third-Lien Bond Capitalized Interest Account or the Third-Lien Bond Principal Account do not have sufficient funds on deposit therein on any Interest Payment Date or Principal Payment Date, respectively, District shall transfer to the Trustee Pledged Sales Taxes out of the Sales Tax Revenue Account of the Development Project Fund in accordance with Section 5.05(b). (b) There shall be paid out of the appropriate Account of the Third-Lien Bond Debt Service Fund on or before each Debt Service Payment Date for any of the Third-Lien Bonds,the amount required to pay Debt Service coming due and payable on such date. All funds on deposit in the Third-Lien Bond Capitalized Interest Account established for the Series 2021 C Bonds shall be used to pay interest coming due on the Series 2021 C Bonds and any other Third-Lien Bonds,prior to the use of any other amounts in the Third-Lien Bond Debt Service Fund for such purpose. On or before any Redemption Date for Third-Lien Bonds to be redeemed,there shall also be paid out of the appropriate Account of the Third-Lien Bond Debt Service Fund,from available amounts deposited therein from time to time, the Redemption Price of and interest on the Third-Lien Bonds then to be redeemed. Section 5.18 [Reserved]. Section 5.19 Rebate Fund. Moneys shall be deposited into the Rebate Fund pursuant to Section 5.06 First hereof and shall be subject to the provisions of this Section 5.19 as follows: (a) Delivery of Docaunents and Money by District on Computation Dates. The District will deliver to the Trustee,within fifty-five(55)days after each Computation Date: (i) a statement, signed by an officer of the District, stating the Rebate Amount as of such Computation Date; and (ii) (A) if such Computation Date is an Installment Computation Date, an amount that, together with any amount then held for the credit of the Rebate Fund,is equal to at least ninety percent (90%) of the Rebate Amount as of such Installment Computation Date, less any "previous rebate payments" (determined in accordance with section 1.148-3(f)(1) of the Regulations), made to the United States of America or (B)if such Computation Date is the Final Computation Date, an amount that, together with any amount then held for the credit of the Rebate Fund, is equal to the Rebate Amount due as of such Final Computation Date, less any "previous rebate payments" (determined in accordance with section 1.148-3(f)(1) of the Regulations)made to the United States of America; and (iii) an IRS Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate("Form 8038-T")properly signed and completed as of such Computation Date. (b) Administration of Rebate Fund and Payment of Rebate. (1) The Trustee will deposit or transfer to the credit of the Rebate Fund each amount delivered to the Trustee by the District for deposit thereto and each amount directed by the District to be transferred thereto. Within five(5) days after each receipt or transfer of funds to the Rebate Fund, the Trustee will withdraw such funds from the Rebate Fund and pay such funds to the United States of America. The Trustee may conclusively rely on the instructions of the District with regard to any actions to be taken by it pursuant to this Section and will have no liability for any consequences of any failure of the District to 41 perform its duties or obligations or to supply accurate or sufficient instructions. Except as specifically provided herein, the Trustee will have no duty or responsibility with respect to the Rebate Fund or the District's duties and responsibilities with respect thereto except to follow the District's specific written instructions related thereto. (ii) Moneys and securities held by the Trustee in the Rebate Fund will not be deemed funds of the Tax-Exempt Bonds and are not pledged or otherwise subject to any security interest in favor of the owners of the Tax-Exempt Bonds to secure the Tax-Exempt Bonds or any other obligations. (iii) Moneys in the Rebate Fund will be separately invested and reinvested by the Trustee, at the written direction of the District, in Permitted Investments, subject to the Code. The Trustee will sell and reduce to cash a sufficient amount of such Permitted Investments whenever the cash balance in the Rebate Fund is insufficient for its purposes. (iv) The District will provide to the Trustee and the Trustee will keep such records of the results of the computations made pursuant to this Section for a period of three(3)years after the last Tax-Exempt Bond and any tax-exempt obligations issued to refinance the Tax-Exempt Bonds are retired. The Trustee will keep and make available to the District such records concerning the investments of gross proceeds (within the meaning of section 148(f)(6)(B) of the Code) of the Tax-Exempt Bonds and the investments of earnings from those investments as may be requested by the District in order to enable the District to make the computations required under section 148(f)of the Code. (c) Correction of Undefpayments. If the District discovers or is notified as of any date that any amount required to be paid to the United States of America pursuant to this Indenture has not been paid as required or that any payment paid to the United States of America pursuant to this Agreement has failed to satisfy any requirement of section 148(f) of the Code or section 1.148-3 of the Regulations (whether or not such failure is due to any default by the District or the Trustee), the District will (i)deliver to the Trustee(for deposit to the Rebate Fund) and cause the Trustee to pay to the United States of America from the Rebate Fund (A)the Rebate Amount due that the District failed to pay, plus any interest specified in section 1.148-3(h)(2) of the Regulations, if such correction payment is delivered to and received by the Trustee within 175 days after such discovery or notice,or(B)if such correction payment is not delivered to and received by the Trustee within 175 days after such discovery or notice,the amount determined in accordance with clause(A)of this subsection plus the fifty percent (50%) penalty required by section 1.148-3(h)(1) of the Regulations, and (ii)deliver to the Trustee a Form 8038-T completed as of such date. If such Rebate Amount, together with any penalty and/or interest due, is not paid to the United States of America in the amount and manner and by the time specified in the Regulations, the District will take such steps as are necessary to prevent the Tax- Exempt Bonds from becoming"arbitrage bonds" within the meaning of section 148 of the Code. (d) Fees and Expenses. The District agrees to pay all of the fees and expenses of Bond Counsel, the Rebate Analyst,and any necessary consultant employed by the District in connection with computing the Rebate Amount. (e) No Diversion of Rebatable Arbitrage. The District will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds (within the meaning of section 148(f)(6)(B) of the Code) of the Tax-Exempt Bonds that is not purchased at fair market value or includes terms that the District would not have included if the Tax- Exempt Bonds was not subject to section 148(f)of the Code. 42 (f) Rebate Not Required in Certain Circumstances. (i) Notwithstanding the foregoing,the District will not be required to perform the obligations set forth in this Section, except for the obligation to retain accounting records and the payment of expenses as described herein, if the District has not earned any rebatable arbitrage and, therefore,is not subject to the rebate obligation set forth in section 148(f)of the Code. To the extent that it is determined that the District will not be required to perform such obligations, the District will send written notice to the Trustee within fifty-five (55) days after the applicable Computation Date. (ii) Notwithstanding anything to the contrary in this Indenture requiring a payment to be made based on the Rebate Analyst's calculations showing a rebate being due, no payment will be made by the Trustee to the United States of America if the District furnishes to the Trustee a Favorable Opinion of Bond Counsel. In such event,the District will be entitled to withdraw funds from the Rebate Fund to the extent provided in such Favorable Opinion of Bond Counsel. (g) Trustee Reliance on Written Directions. The District agrees that,in complying with the provisions set forth under this paragraph,the Trustee will be deemed to have complied with such provisions and will have no liability to the extent it materially follows the written directions of the District or the Rebate Analyst. (h) Definitions. For purposes of this Section 5.19,the following definitions shall apply: (i) 'Bond Year"means each one-year period that ends on the day selected by the District in a certificate provided to the Trustee. The first and last Bond Years may be short periods. If no day is selected by the District before the earlier of the final maturity of the Tax-Exempt Bonds or the date that is five (5) years after the issue date of the Tax-Exempt Bonds, a Bond Year will end on each anniversary of the issue date of the Tax-Exempt Bonds and on the final maturity of the Tax-Exempt Bonds. (ii) "Computation Date"means each Installment Computation Date and the Final Computation Date. (iii) "Final Computation Date" means the date on which the final payment in full of the Tax- Exempt Bonds is made. (iv) "Installment Computation Date" means the last day of the fifth (51h) Bond Year and each succeeding fifth Bond Year. (v) "Nonpurpose Investment"means any "investment property," within the meaning of section 148(b) of the Code, that is not a purpose investment acquired to carry out the governmental purpose of the Tax-Exempt Bonds. (vi) "Rebate Amount" has the meaning set forth in section 1.148-3(b) of the Regulations and, generally,means the excess, as of any date,of the future value of all receipts on Nonpurpose Investments over the future value of all payments on Nonpurpose Investments all as determined in accordance with section 1.148-3 of the Regulations. (vii) "Rebate Analyst"means a person that is (a) qualified and experienced in the calculation of rebate payments under section 148 of the Code, (b) chosen by the District, and (c) engaged for the purpose of determining the amount of required deposits,if any,to the Rebate Fund. 43 Section 5.20 Sales Tax Repayment Fund. (a) Purpose of and Deposits into the Sales Tax Repayment Fund. The purpose of the Sales Tax Repayment Fund is to reimburse the District for the use of any Pledged Sales Taxes to pay Debt Service on the Series 2021 C Bonds. To the extent that the Trustee has previously drawn upon the Sales Tax Revenue Fund to pay Debt Service on the Series 2021 C Bonds pursuant to Section 5.09 hereof, the Trustee shall (pursuant to Section 5.06 Eighteenth) deposit into the Sales Tax Repayment Fund an amount equal to any amounts previously drawn from the Sales Tax Revenue Fund in prior periods and not previously reimbursed to the District. (b) Transfer to the District. On each Semi-annual Distribution Date, the Trustee shall transfer funds on deposit in the Sales Tax Repayment Fund to the District. The Trustee shall maintain appropriate records indicating the amounts paid out of the Sales Tax Revenue Fund under Section 5.09 and amounts transferred to the District for repayment of such amounts under this Section. Section 5.21 Subordinate Management Fee Fund. (a) Purpose of and Deposits into Subordinate Management Fee Fund. The purpose of the Subordinate Management Fee Fund is to deposit therein amounts sufficient to pay all Subordinate Management Fees due to the Operator during each Year, including any interest due thereon pursuant to the Hotel Services Agreement. The Trustee is entitled to conclusively rely on such information regarding the remaining unpaid balance of the Subordinate Management Fees provided by the Operator(unless such information is disputed in good faith and in writing by the District, in which event the Trustee shall rely on the provisions of Section 5.32 hereof until such dispute is settled and agreed to by the Operator and the District)in order to detennine the amount that is required to be deposited into the Subordinate Management Fee Fund in accordance with Section 5.06 Twelfth hereof. (b) Transfer of Subordinate Management Fees to Operator. On each Monthly Distribution Date, the Trustee shall transfer from fitnds on deposit in the Subordinate Management Fee Fund to the Operator (or to other Persons upon written direction of the Operator to the Trustee) in payment of the Subordinate Management Fees due and owing to the Operator for the preceding month the amount indicated for such month on the Schedule of Management Fees provided to the Trustee by the District. Notwithstanding the foregoing, in the event amounts deposited into the Revenue Fund, together with amounts in the Surplus Revenue Fund and the Subordinate FF&E Reserve Fund, are insufficient to fully fund the First-Lien Bond Debt Service Fund and Second-Lien Bond Debt Service Fund as required pursuant to Section 5.06 Seventh, Section 5.06 Ninth, Section 5.07 and Section 5.08 hereof, then no Subordinate Management Fees shall be paid to the Operator on the Monthly Distribution Date; provided, if funds are insufficient to pay the Subordinate Management Fees for any month, such unpaid amount shall accrue, bearing interest as provided in the Hotel Services Agreement; provided further, in all events any such deferred Subordinate Management Fees shall be paid no later than five (5) years after the original date for payment. If for any Fiscal Year, the aggregate amount of the monthly installments paid to the Operator on account of the Subordinate Management Fee shall be more or less than the Subordinate Management Fee payable for such Fiscal Year based upon the final determination of Gross Operating Revenue reflected in the Annual Financial Statement for such Fiscal Year,such amounts shall be reconciled pursuant to Section 9.1(d)(ii)of the Hotel Services Agreement, provided, any additional payments of the Subordinate Management Fee in such Fiscal Year shall be subject to availability of funds in the Subordinate Management Fee Fund. 44 Section 5.22 Subordinate Asset Management Fee Fund. (a) Pin pose of and Deposits into Subordinate Asset Aanagement Fee Fund. The purpose of the Subordinate Asset Management Fee Fund is to deposit therein amounts sufficient to pay all Subordinate Asset Management Fees due to the Asset Manager during each Year. The Trustee is entitled to conclusively rely on such information regarding the remaining unpaid balance of the Subordinate Asset Management Fees provided by the Asset Manager (unless such information is disputed in good faith and in writing by the District, in which event the Trustee shall rely on the provisions of Section 5.32 hereof until such dispute is settled and agreed to by the Asset Manager and the District) in order to determine the amount that is required to be deposited into the Subordinate Asset Management Fee Fund in accordance with Section 5.06 Thirteenth hereof. (b) Transfer of Subordinate Asset Management Fees to Asset Manager. On each Monthly Distribution Date,the Trustee shall transfer from funds on deposit in the Subordinate Asset Management Fee Fund to the Asset Manager(or to other Persons upon written direction of the Asset Manager to the Trustee) in payment of the Subordinate Asset Management Fees due and owing to the Asset Manager for the preceding month the amount indicated for such month on the Schedule of Management Fees provided to the Trustee by the District. Notwithstanding the foregoing,in the event amounts deposited into the Revenue Fund, together with amounts in the Surplus Revenue Fund and the Subordinate FF&E Reserve Fund, are insufficient to fully fund the First-Lien Bond Debt Service Fund and Second-Lien Bond Debt Service Fund as required pursuant to Section 5.06 Seventh, Section 5.06 Ninth, Section 5.07 and Section 5.08 hereof, then no Subordinate Asset Management Fees shall be paid to the Asset Manager on such Monthly Distribution Date provided, however, if funds are insufficient to pay the Subordinate Asset Management Fees for any month,such unpaid amount shall accrue,bearing interest as provided in the Asset Management Agreement; provided further in all events any such deferred Subordinate Asset Management Fees shall be paid no later than five (5) years after the original date for payment. If for any Fiscal Year, the aggregate amount of the monthly installments paid to Asset Manager on account of the Subordinate Asset Management Fees shall be more or less than the Subordinate Asset Management Fees payable for such Fiscal Year based upon the final determination of Gross Operating Revenue reflected in the Annual Financial Statement for such Fiscal Year such amounts shall be reconciled pursuant to Section 6.1.3 of the Asset Management Agreement and the District will promptly provide an updated Schedule of Asset Management Fees to the Trustee, upon which it shall conclusively rely. Section 5.23 Subordinate FF&E Reserve Fund. (a) Pta pose of and Deposits into Subordinate FF&E Reserve Fund. The purpose of the Subordinate FF&E Reserve Fund is to deposit therein amounts during each Year for use in accordance with the Hotel Services Agreement.The Trustee shall fund the Subordinate FF&E Reserve Fund in an amount equal to the Supplemental Monthly Subordinate FF&E Reserve Fund Deposit Amount,as provided in Section 6.2(b)(iii) of the Hotel Services Agreement. The Trustee is entitled to conclusively rely on such information provided by the Operator(unless such information is disputed in good faith and in writing by the District, in which event the Trustee shall rely on the provisions of Section 5.32 hereof until such dispute is settled and agreed to by the Operator and the District) in order to determine the amount that is required to be deposited into the Subordinate FF&E Reserve Fund in accordance with Section 5.06 Fourteenth hereof. (b) Pay►rents fa•FF&E, Capital Expenditures and Unfunded Administrative Expenses. Unless an Event of Default(as defined in the Hotel Services Agreement)by the Operator has occurred and is continuing under the Hotel Services Agreement,of which a Responsible Officer of the Trustee has been provided written notice by the District, the Trustee shall make disbursements directed by a Requisition Requesting Disbursement of the Operator in substantially the form attached to this 45 Indenture as Exhibit H of funds deposited in the Subordinate FF&E Reserve Fund for the purpose of paying for (i) FF&E and Capital Expenditures included in the Capital Budget or pre-approved in writing by the District,(ii) if funds are insufficient in the Working Capital Reserve Fund or the Surplus Revenue Fund to make such payment,amounts reasonably determined by the Operator to be required to be made for un-budgeted Emergency Capital Expenses or to comply with Legal Requirements and (iii) other FF&E and Capital Expenditures not included in the Capital Budget which exceed$250,000 with the prior written consent of the District, or FF&E and Capital Expenditures not included in the Capital Budget which are less than$250,000 with prior notice to,but without the prior written consent of, the District. All payments made from the Subordinate FF&E Reserve Fund shall be presumed by the Trustee to be made for the purposes certified in said written requests,and the Trustee shall not be required to see to the application of any payments made from the Subordinate FF&E Reserve Fund or to inquire into the purposes for which withdrawals are being made from the Subordinate FF&E Reserve Fund. The Trustee shall not be bound to make an investigation into the facts or matters stated in any written request. The Trustee shall have no responsibility whatsoever to disburse or transfer funds absent written instructions from the Operator. If an Event of Default (as defined in the Hotel Services Agreement) by the Operator has occurred and is continuing under the Hotel Services Agreement, of which a Responsible Officer of the Trustee has been provided written notice by the District, the Trustee shall make disbursements as directed by a Requisition Requesting Disbursement of the Operator(and consented to by the District in writing) in substantially the form attached to this Indenture as Exhibit H for the purposes and in the manner described in the immediately preceding sentence; provided that the Operator shall provide a weekly report summarizing all amounts paid out of the Subordinate FF&E Reserve Fund during each week to the District. For purposes of this Section, the Trustee may conclusively rely on a written Requisition Requesting Disbursement delivered in accordance with this Section, and need not conduct an independent investigation as to such matters. Additionally, if there are insufficient funds in the Administrative Expense Fund or the Surplus Revenue Fund, pursuant to a written requisition of an Authorized District Representative, Administrative Expenses shall paid from the Subordinate FF&E Reserve Fund. Section 5.24 Supplemental First-Lien Bond Reserve Fund. (a) Deposits into Supplemental First-Lien Bond Reserve Fund. The purpose of the Supplemental First- Lien Bond Reserve Fund is to hold all amounts not otherwise required to be deposited into any other Fund or Account in accordance with Section 5.06 First through Fourteenth hereof, up to the Debt Service Reserve Requirement for the First-Lien Bonds as a reserve for the payment of those items set forth in Section 5.24(b)and(c)below. (b) Payments to Fund Unbudgeted Expenses or far-Certain Repairs. To the extent that amounts are not available therefor in the Surplus Revenue Fund or the Supplemental Second-Lien Bond Reserve Fund, amounts on deposit in the Supplemental First-Lien Bond Reserve Fund shall be applied by the Trustee for the payment of those costs of the Project described in Section 5.26(b) hereof upon requisition therefor by the Operator of which the Trustee may conclusively rely. (c) Transfers to Satisfy Insufficiencies in Other First-Lien Funds. On each Monthly Distribution Date, after the Trustee has applied(i)all amounts on deposit in the Revenue Fund in accordance with Section 5.06 hereof, and(ii) all amounts on deposit in the Surplus Revenue Fund in accordance with Section 5.26 c hereof, the Trustee shall apply amounts on deposit in the Surplus Revenue Fund, if any, as follows: (i) First,as required by Section 5.07,to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been deposited into the First-Lien Bond Debt Service Fund pursuant to Section 5.06 Seventh hereof; and 46 (ii) Second, to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been deposited into the First-Lien Bond Reserve Fund pursuant to Section 5.06 Eighth hereof. Section 5.25 Supplemental Second-Lien Bond Reserve Fund. (a) Deposits into Supplemental Second-Lien Bond Reserve Fund. The purpose of the Supplemental Second-Lien Bond Reserve Fund is to hold all amounts not otherwise required to be deposited into any other Fund or Account in accordance with Section 5.06 First through Ft teenth hereof, up to the Debt Service Reserve Requirement for the Second-Lien Bonds as a reserve for the payment of those items set forth in Section 5.25(b)and(c)below. (b) Payments to Fund Unbudgeted Expenses or for Certain Repairs. To the extent that amounts are not available therefor in the Surplus Revenue Fund, and prior to drawing from the Supplemental First- Lien Bond Reserve Fund, amounts on deposit in the Supplemental Second-Lien Bond Reserve Fund shall be applied by the Trustee for the payment of those costs of the Project described in Section 5.26(b)hereof upon requisition therefor by the Operator of which the Trustee may conclusively rely. (c) Transfers to Satisfy Insufficiencies in Other First-Lien Funds. On each Monthly Distribution Date, after the Trustee has applied(i)all amounts on deposit in the Revenue Fund in accordance with Section 5.06 hereof, (ii) all amounts on deposit in the Surplus Revenue Fund in accordance with Section 5.26 c hereof, the Trustee shall apply amounts on deposit in the Surplus Revenue Fund, if any, as follows: (i) First,as required by Section 5.07,to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been deposited into the Second-Lien Bond Debt Service Fund pursuant to Section 5.06 Ninth hereof, and (ii) Second, to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been deposited into the Second-Lien Bond Reserve Fund pursuant to Section 5.06 Tenth hereof. Section 5.26 Surplus Revenue Fund. (a) Purpose of and Deposits into Surplits Revenite Fund. The purpose of the Surplus Revenue Fund is to (i)receive and hold all amounts deposited into the Revenue Fund which are not otherwise required to be deposited into any other Fund or Account in accordance with Section 5.06 First through Eighteenth hereof(which is the intention of the monthly transfers made in accordance with Section 5.06 Last hereof), and (ii)make disbursements into other Funds and Accounts or to persons or entities, including,without limitation,the Operator,as required by this Indenture(including but not limited to Sections 5.07 and 5.08 hereof and this Section). In addition to depositing the amounts transferred pursuant to Section 5.06 Seventeenth or Last hereof(as applicable),the Trustee also shall deposit into the Surplus Revenue Fund all amounts required to be transferred thereto pursuant to any other provision of this Indenture,if any,and any other funds provided by any Person which is accompanied with express written directions to deposit such funds into the Surplus Revenue Fund. (b) Payments to Fund Unbudgeted Expenses, Unfunded Administrative Expenses or for Certain Repairs. Funds on deposit in the Surplus Revenue Fund shall be applied by the Trustee, upon receipt by the Trustee of a Requisition Requesting Disbursement of the Operator substantially in the form of Exhibit I hereto, for (i)repair or replacement of the Project in the event of an uninsured 47 or underinsured casualty damage,(ii)the payment of amounts reasonably determined by the Operator as are required to be made for un-budgeted Emergency Capital Expenses or to comply with Legal Requirements,(iii)with the consent of the District to pay un-budgeted Capital Expenditures,or(iv)to pay un-budgeted Operating Expenses or the payment of other obligations,costs,amounts or expenses as provided by the Hotel Services Agreement. For purposes of this Section, the Trustee may conclusively rely on a Requisition Requesting Disbursement in substantially the form of Exhibit I,and need not conduct an independent investigation as to such matters.Additionally,if there are insufficient funds in the Administrative Expense Fund,pursuant to a written requisition of an Authorized District Representative,Administrative Expenses shall paid from the Surplus Revenue Fund. (c) Transfers to Satisfy Insufficiencies in Other Funds. On each Monthly Distribution Date, after the Trustee has applied all amounts on deposit in the Revenue Fund in accordance with Section 5.06 hereof, the Trustee shall apply amounts on deposit in the Surplus Revenue Fund, if any,as follows: (i) First,as required by Section 5.07,to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been deposited into the First-Lien Bond Debt Service Fund pursuant to Section 5.06 Seventh hereof; (ii) Second, to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been deposited into the First-Lien Bond Reserve Fund pursuant to Section 5.06 Eighth hereof, (iii) Third,as required by Section 5.08,to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been deposited into the Second-Lien Bond Debt Service Fund pursuant to Section 5.06 Ninth hereof, (iv) Fourth, to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been deposited into the Second-Lien Bond Reserve Fund pursuant to Section 5.06 Tenth hereof;and (v) Fifth, to the extent necessary to make good any deficiency in the amount then expected to have accrued and to have been on deposit in any other Fund or Account pursuant to Section 5.06 First through Sixth, and Eleventh through Last, in such order of priority. (d) Transfers to District. On each Annual Distribution Date, at the direction of an Authorized District Representative, and after making the deposits and transfers described in Section 5.26(c) above, the Trustee shall transfer all amounts on deposit in the Surplus Revenue Fund to the District; provided that such distribution shall be conditioned upon receipt of the following from the Trustee: (i) A certificate of an Authorized District Representative stating that there exists no Event of Default hereunder or event which would constitute an Event of Default upon notice and failure to cure pursuant to Section 10.02 of this Indenture; (ii) Delivery of a certificate of the District, an Accountant or a Financial Advisor that as of the last day of the Year the Debt Service Coverage Ratio for all then Outstanding First-Lien and Second-Lien Bonds was not less than 1.25:1.00 for such Year; and (iii) Delivery of a Certificate of the District or the District's Asset Manager that the forecasted budget of the Project's operations of revenues and operating expenses set forth in the approved Annual Plan prepared in accordance with the Hotel Services Agreement demonstrates that for the ensuing year the Debt Service Coverage Ratio for all then 48 Outstanding First-Lien and Second-Lien Bonds is projected to be not less than 1.25:1.00 for such Year. Section 5.27 Insurance and Condemnation Proceeds Fund. The Trustee has been designated to serve as the"Insurance Trustee" and the"Condemnation Trustee"under this Indenture,and the Trustee hereby acknowledges and accepts those duties and responsibilities as long as the Trustee is serving as the Trustee under this Indenture. Article 13 hereof sets forth the requirements pertaining to the use of Insurance Proceeds received by the Design/Builder, the Operator or the District as a result of any Casualty to the Project. The Trustee, in its capacity as Trustee hereunder, is expected to receive Insurance Proceeds only in the event the Design/Builder elects to optionally terminate the Design Build Agreement as permitted by Article 12 of the Design Build Agreement or either the Operator or the District elects to optionally terminate the Hotel Services Agreement as permitted by the Hotel Services Agreement, if Substantially All of the Project shall have been damaged or destroyed by Casualty,with the understanding that such Insurance Proceeds shall be used first to redeem Outstanding Bonds and thereafter, upon redeeming all Outstanding Bonds, to satisfy any of the District's other obligations under the Hotel Services Agreement. Similarly, Article 13 hereof sets forth the requirements pertaining to the use of any Condemnation Award received by the District as a result of the Hotel having been taken in a Condemnation Action. The Trustee, in its capacity as Trustee hereunder, is expected to receive funds representing a Condemnation Award only in the event the whole of the Project or Substantially All of the Project or the Premises are taken in a Condemnation Action,with the understanding that such funds shall be used first to redeem Outstanding Bonds and thereafter, upon redeeming all Outstanding Bonds, to satisfy any of the District's other obligations under Hotel Services Agreement. All such Insurance Proceeds and Condemnation Awards received by the Trustee, in its capacity as Trustee hereunder, as a result of a Casualty or Condemnation Action shall be deposited into the Insurance and Condemnation Proceeds Fund and shall only be used to mandatorily redeem Bonds in accordance with the provisions of Section 4.04(a)(iii)hereof and thereafter, upon redeeming all Outstanding Bonds, to satisfy any of the District's other obligations under the Hotel Services Agreement. On or before the date of redemption of the Bonds as determined by the Trustee in accordance with the provisions of Section 4.04(a)(iii)hereof,the Trustee shall transfer the entire amount on deposit in the Insurance and Condemnation Proceeds Fund first to the First-Lien Bond Debt Service Fund in an amount sufficient to redeem all of the First-Lien Bonds, then to the Second-Lien Bond Debt Service Fund in an amount sufficient to redeem all of the Second-Lien Bonds, if any,and then to the Third-Lien Bond Debt Service Fund in an amount sufficient to redeem all of the Third-Lien Bonds, if any, and such amounts shall thereafter be used to mandatorily redeem Outstanding Bonds in Authorized Denominations. Any excess moneys in the Insurance and Condemnation Proceeds Fund remaining after retiring the Outstanding Bonds shall be applied first to pay any amounts then owed to the Operator and thereafter shall be transferred to the District. Section 5.28 Administrative Expense Fund. There shall be deposited in the Administrative Expense Fund such amounts as are required to pay the Administrative Expenses related to the administration of the Bonds and the Project, including specifically, but without limitation, fees and expenses of the Trustee, Asset Manager. Legal fees, and any consultant, and the expenses of the District. Upon the written requisition of an Authorized District Representative, amounts deposited in the Administrative Expense Fund are to be withdrawn for payment for the Administrative Expenses of the Bonds then due and owing or to reimburse the District for the payments of any Administrative Expenses previously paid by the District; provided that the Trustee may debit its semi-annual fee only which is then due and owing directly against the amount on deposit in the Administrative Expense Fund without the need for such requisition. If there are insufficient funds in the Administrative Expense Fund to pay Administrative Expenses when due, Administrative Expenses shall be paid from the following funds to the extent such funds have available funds: first, from the Surplus Revenue Fund; second, from the Subordinate FF&E Reserve Fund; and third from the Senior FF&E Fund as further described in this Article 5. Section 5.29 Reserved 49 Section 5.30 Reserved. Section 5.31 Construction Contingency Fund. There shall be deposited into the Construction Contingency Fund $840,000 from a cash contribution from the District on the Closing Date. Amounts in the Construction Contingency Fund shall be used solely to pay construction costs caused by construction delay. Upon Trustee's receipt of a Final Acceptance Certificate from an Authorized District Representative the Trustee shall transfer any funds remaining in the Construction Contingency Fund pursuant to written instructions of the District. Section 5.32 Method to Determine Amounts Required to Be Deposited in Certain Funds While Amount is Under Dispute. If a dispute arises with respect to (i)the amount that the Operator determines is required to be deposited in the Operating Account on the Monthly Distribution Date of any month, or(ii)the amount of Gross Operating Revenues that the Operator or the Asset Manager,as appropriate,determines is to be deposited into the Senior FF&E Fund,Subordinate Management Fee Fund,Subordinate Asset Management Fee Fund and the Subordinate FF&E Reserve Fund, as described in Sections 5.12(a), 5.21(a), 5.22(a) and 5.23(a)hereof,until the Trustee has received written evidence that the Operator and the District have resolved such dispute, the Trustee shall determine, as applicable, the amount of Gross Operating Revenues required to be deposited each month into such Funds pursuant to Section 5.06 hereof in the manner provided below in this Section. The Trustee shall be entitled to conclusively rely on such determination. The amount to be deposited into the Senior FF&E Fund and the Subordinate FF&E Reserve Fund under the circumstances described above shall be equal to the amount that was required to be accumulated into such respective Fund during the immediately preceding Year, as such amount shall be increased equal to the CPI Increase. The amount to be deposited into the Subordinate Management Fee Fund and the Subordinate Asset Management Fee Fund under the circumstances described above shall be equal to the amount that was required to be accumulated into such respective Fund during the immediately preceding Year. Once the dispute referred to in this Section has been resolved, future deposits into the applicable Funds shall be increased or decreased to the extent necessary to account for discrepancies between the resolved amounts and the amounts actually deposited into such Funds by the Trustee during the time of such dispute. Section 5.33 Right of Access to Funds by Design/Builder,Operator and District. (a) Design/Builder Entitled to Submit Requests and Receive Funds. Notwithstanding anything contained in this Indenture to the contrary,so long as the Design Build Agreement has not expired or terminated, the Design/Builder is entitled to submit requests for disbursement and receive funds as described elsewhere in this Article 5 for the purposes and in the manner described therein, unless there has occurred and is then continuing a default under the Design Build Agreement or any Event of Default. (b) District Entitled to Submit Requests and Receive Funds. If the Design Build Agreement has expired or terminated and a new Design Build Agreement has not been entered into, until a replacement Design/Builder has entered into a Design Build Agreement with the District, the District shall be entitled to submit requests for disbursement and receive funds as described elsewhere in this Article 5 as if the District were the Design/Builder. Section 5.34 Operator Entitled to Review Account Information. If the Hotel Services Agreement has expired or terminated,written notice of such expiration or termination has been provided to the Responsible Officer of the Trustee by the Operator or the District,and a new Hotel Services Agreement has not been entered into,until a replacement Operator has entered into an agreement with the District,the District shall be entitled to submit requests and receive funds as described elsewhere in this Article 5 as if the District were the Operator. Notwithstanding anything contained in this Indenture to the contrary,so long as the Hotel Services Agreement has not expired or terminated, in order to more properly operate the Projec 50 t in accordance with the standards specified in the Hotel Services Agreement, the Operator shall have the full right of access as an account holder to review, from time to time during the business hours of the Trustee,the account balances in the Funds and Accounts described in this Article 5, including the right to receive account statements as may be reasonably requested by the Operator from time to time,and the Operator shall have the right to submit requests and receive funds pursuant to this Article 5 and the Hotel Services Agreement. Section 5.35 Records and Reports of Trustee. The Trustee shall maintain records with respect to any and all money or investments held by the Trustee under this Indenture in all Funds, Accounts and Subaccounts. The Trustee shall furnish to the District, on or before the tenth (10111) Business Day of each month, a statement showing the status of each of the Funds, Accounts and Subaccounts that are held by the Trustee, showing the balance in each such Fund, Account or Subaccount as of the first day of the preceding month, the total of deposits to and the total of disbursements from each such Fund or Account, the dates of such deposits and disbursements, and the balance in each such Fund, Account or Subaccount on the last day of the preceding month. The Trustee shall render an annual accounting for each calendar year ending December 31 to the District and, upon request to the District, showing in reasonable detail all financial transactions relating to the Trust Estate during the accounting period, including investment earnings and the balance in any Funds, Accounts and Subaccounts as of the beginning and close of such accounting period. Article 6 General Representations and Covenants Section 6.01 Payment of Bonds; Limited Obligations. (a) The District shall promptly pay, or cause to be paid, the principal of(whether at maturity, call for redemption or otherwise),premium, if any, and interest on every Bond issued under this Indenture to the Trustee for payment to the Owners, on the dates and in the manner provided herein according to the true intent and meaning thereof. Notwithstanding anything contained in this Indenture to the contrary,the Bonds shall be limited obligations of the District,payable solely from the assets contained in the Trust Estate. The Bonds shall not constitute a debt or obligation of the City, the State or any other political subdivision of the State(other than the District),and none of the City,the State,nor any other political subdivision of the State shall be liable thereon. Nothing in the Bonds or in this Indenture shall be considered or construed as pledging any funds or assets of the District other than those pledged hereby, and in no event shall the Bonds be payable out of any funds or properties other than assets held within the Trust Estate. (b) No recourse shall be had by any Owner for the payment of the principal of, Redemption Price, and interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in any Bond Document to which the District, the City, the Operator, the Design/Builder or the Development Manager is a party against any past, present or future member, officer, agent, director, commissioner or employee of the District, the City, the Operator, the Design/Builder or the Development Manager, or any incorporator, member, officer, employee, director, commissioner or trustee of any successor entity, as such, either directly or through the District, the City, the Operator or the Development Manager or any successor entity, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporator, member, officer,employee,director, agent, commissioner or trustee as such is hereby expressly waived and released as a condition of and in consideration for the execution of this Indenture, the Development Management Agreement, the Design Build Agreement and the Hotel Services Agreement,and the issuance of the Bonds. 51 Section 6.02 Power to Enter Into Indenture,Issue Bonds and Pledge Trust Estate. (a) The District is duly authorized under all applicable laws to create and issue the Bonds, to enter into this Indenture,and to pledge the Trust Estate pledged by this Indenture in the manner and to the extent provided in this Indenture and no other authorization or consent is required thereof. The Trust Estate so pledged is and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto except the pledge granted by this Indenture to the extent provided in this Indenture and all action on the part of the District to that end has been and will be duly and validly taken. (b) This Indenture has been duly and lawfully entered into by the District, is in full force and effect and is valid and binding upon the District and enforceable in accordance with its terms subject only to the laws relating to bankruptcy, creditors' rights and principles of governmental law and equity. The Bonds and the provisions of this Indenture are and will be the valid and legally enforceable obligations of the District in accordance with their terms and the terms of this Indenture subject only to the laws relating to bankruptcy,creditors'rights and principles of governmental law and equity. (c) The District shall at all times, to the extent permitted by law, defend, preserve and protect its title to the Trust Estate,the pledge of the Trust Estate under this Indenture and all the rights of the Registered Owners under this Indenture against all claims and demands of all Persons whomsoever. Section 6.03 Performance of Covenants. The District shall observe and perform all covenants, conditions and agreements required on its part in this Indenture, in each Bond executed, authenticated and delivered hereunder, in all other documents related hereto, and under any laws or regulations related to the issuance of the Bonds; provided, however, that the liability of the District for a breach of any such covenant, condition or agreement shall be limited solely to the assets on deposit in,or to be deposited in,the Trust Estate. Section 6.04 Instruments of Further Assurance. Subject to the provisions of Article 12,the District shall execute and deliver such Supplemental Indentures and such further instruments and do such further acts as the Trustee may reasonably require for the better assuring, assigning and confirming to the Trustee the amounts assigned under this Indenture for the payment of the Bonds. Section 6.05 Installation and Construction of the Project. (a) Construction Related Representations. (i) All requisite building permits, conditional use permits, licenses and approvals from all applicable governmental authorities or regulatory bodies relating to the Project,the Approved Plans and the proposed use of the Property have been, or will be, obtained as and when required by applicable Legal Requirements in order to commence and perform the work necessary to complete the Project. The District and/or Persons acting at the direction of or on behalf of the District have complied with all other governmental requirements related to the commencement and construction of the Project, as and when required by applicable Legal Requirements in order to commence and perform the work necessary to complete the Hotel. (ii) All utility services,including without limitation,gas,electric,water,storm and sanitary sewer and telephone facilities, necessary for the construction of the Hotel and the operation thereof for its intended purposes (a)are available or will be available at or within the boundaries of the Property, and either reach or will reach the Property through adjoining 52 public streets, or if they pass through adjoining private real estate, do so in accordance with valid,permanent,non-terminable public or private easements, or(b)all necessary steps have been taken by or on behalf of the District and all applicable governmental or quasi- governmental authorities or regulatory bodies, if any, and utility companies to assure the complete construction, installation and availability thereof upon completion of the Improvements. There is no impediment or restriction to connecting any facilities to the Hotel and there is no installation or hook-up charge required therefor that has not been specifically provided for in the Project Budget. (iii) All roads necessary for the full utilization of the Hotel for its intended purposes have been completed or the necessary rights-of-way therefor have been acquired by or dedicated to public use and accepted for public maintenance by appropriate governmental or quasi- governmental authorities or regulatory bodies, and all necessary steps have been taken by or on behalf of the District and such governmental or quasi-governmental authorities or regulatory bodies, if any, to assure the complete construction, installation and availability thereof upon completion of the Hotel. (iv) Except as shown on the survey of the Property,no part of the Property is within a flood plain and no part of the Hotel, when built, will create an encroachment over, across or upon the Property's boundary lines,rights of way or easements,and no building or other improvements on adjoining land create such an encroachment which could reasonably be expected to have a Material Adverse Effect. Any liquid or solid waste disposal,septic or sewer system located at the Property is in good and safe condition and repair and in compliance with all Legal Requirements. (v) The Approved Preliminary Plans are sufficiently complete and detailed to permit and allow the Design/Builder to obligate itself to design, develop and construct the Hotel for the Final Guaranteed Maximum Price and in accordance with the Design Build Agreement. (vi) The Project Budget and each line item therein are realistic and truly and accurately reflects the actual contracted-for amounts paid or to be incurred to complete the Hotel in accordance with the Project Documents. (vii) Both the Design Schedule and the Project Schedule are realistic,the Substantial Completion Date is a reasonable estimate of the time required to achieve Substantial Completion, and the Final Completion Date is a reasonable estimate of the time required to achieve Final Completion.The Project Schedule shall not be modified,except for the acceleration of dates, in any manner that could extend the Substantial Completion Date and/or the Final Completion Date,and/or except for Force Majeure Delays. (viii) Prior to the date hereof, with the exception of such items as to which affidavits and lien waivers and/or lien subordinations have been delivered pursuant the Design Build Agreement, no materials, labor or services have been delivered or performed in respect of the Property or the Hotel which could give rise to any lien or claim upon the Property or the Hotel. (b) Construction Related Covenants. (i) The District shall cause the Hotel to be constructed in a good and workmanlike manner. Without limiting the generality of the foregoing, the District shall cause the construction of the Hotel in a manner such that (i)no portion thereof shall encroach upon or overhang any easement or right of way, or the land of any other Person (other than the City, with 53 respect to the connection of the City Facilities to the Hotel) and all portions shall lie wholly within the building restriction lines, however established, (ii)the Hotel, as a whole, shall conform with the Approved Plans and,in particular,the Project Documents,and comply with all Legal Requirements,and(iii)all utilities and services,including sewer and septic systems, streets and utility lines, shall be completed in accordance and in compliance with all Legal Requirements and in a manner and scope sufficient to permit the Hotel to be used and operated as first class, full service, upscale hotel as contemplated by this Indenture. To this end, the District has engaged the Design/Builder to construct the Hotel in accordance with the Project Documents and in satisfaction of the covenants set forth in this Indenture. Work under the Design Build Agreement shall commence in accordance with the terms of the Design Build Agreement and shall diligently continue in accordance with the Project Schedule and shall not discontinue, except for Force Majeure Delays (in which event construction may be discontinued for the length of such Force Majeure Delay)or as expressly pennitted in the Design Build Agreement. The Hotel, including installation of any required items of personalty in compliance with the Approved Plans and the Contract Documents,shall achieve Final Completion and be free and clear of liens or claims of liens for material supplied or for labor or services performed in connection with the construction of any portion of the Improvements, no later than the Final Completion Date, as extended by reason of Force Majeure Delays With the exception of minor changes permitted under Article 9 of the Design Build Agreement, the District shall not cause, agree to, permit or suffer any Change Order under and as defined in the Design Build Agreement without the prior written approval of the Construction Monitor, which approval may be granted or denied in accordance with the following standards and with the prior written consent of the Operator to the extent the Operator shall have approval rights with respect thereto: (A) Requests for approval of any proposed Change Order shall be submitted to the Construction Monitor on a Change Order form acceptable to the Construction Monitor and signed by the District, the Architect and the Design/Builder, accompanied by working drawings, as appropriate, and, upon approval by the District,a written narrative of the proposed change and,upon approval by the District, a certification from the District that upon implementing the Change Order,sufficient funds exist in the First-Lien Project Subaccount,the Second-Lien Project Subaccount and the Third-Lien Project Subaccount of the Development Project Fund to complete the Hotel. As a condition to its approval, (i)the District may require satisfactory evidence of the cost and of the time necessary to complete the proposed change,and (ii)to the extent the Construction Monitor advises the District that the proposed change may result in any increased cost,the District may deposit,or cause the deposit of an amount of the increased costs into the Development Project Fund. Approval by the District of any Change Order shall not obligate the District to increase the amount of proceeds available from the Development Project Fund,or make or permit any disbursement pursuant to Section 5.04 of this Indenture to the extent the District would not otherwise be obligated pursuant to this Indenture to permit such Disbursement. (B) The District acknowledges that the process of obtaining the information needed to approve a proposed Change Order may cause delays. The District consents to such delays and agrees to cooperate diligently with the Construction Monitor in the 54 gathering of the information required with respect to any such proposed Change Order. (iv) Incident to the assignment of the Project Documents and the Approved Plans, the District shall diligently enforce or cause to be enforced the performance of the Project Documents and all rights and remedies set forth therein, and give immediate notice to a Responsible Officer of the Trustee of any default by any party thereunder, including the District. (v) The District shall promptly notify the Trustee in writing of the date of Substantial Completion once it has been reached. (vi) The District shall not approve or permit modifications of, additions to or changes in the Construction Documents or Approved Plans except in accordance with the Construction Documents approval process prescribed in the Design Build Agreement. (vii) The District hereby grants the Construction Monitor and its representatives all rights of access necessary for each of them to carry out and enforce the rights of the District hereunder and shall permit the Construction Monitor to conduct inspections and obtain information related to the Hotel and the Bonds, including without limitation, as follows: (A) The Construction Monitor shall have the right at all times to enter upon the Property, to inspect the Hotel and all materials to be used in the construction of the Hotel, and to examine the Plans and all shop drawings which are or may be kept at the Property. The District shall cooperate with the Construction Monitor and shall cause the Design/Builder and Development Manager to cooperate with the Construction Monitor. (B) The Construction Monitor shall have the right at all reasonable times to examine, copy and make extracts of the books, records, accounting data and other documents of the District in connection with the construction of the Hotel, including without limitation,all permits, licenses,consents and approvals related thereto. Such books, records, accounting data and other documents shall be made available to the Construction Monitor promptly upon written demand therefor. (viii) Without in any way limiting the foregoing, the District may inspect the Project, or any part thereof, directly or through any of its representatives, including the Construction Monitor (a)prior to each Disbursement,(b)at least once each month during the course of construction, whether or not any Disbursement is to be made for that month,(c)prior to pouring foundations and footings, and (d)upon completion of construction of the Project, so long as any of the Bonds remain Outstanding,and for any applicable statute of limitations period thereafter. The District shall pay the fees and costs of such Person conducting such inspections, provided, however, that if Person reasonably determines that extra services will be required in connection with any such inspection due to noncompliance with the Approved Plans, or deviations from acceptable construction practices, or the existence of any Event of Default, then the District shall pay the costs of all such extra services at the hourly rate then charged by such Person. Section 6.06 Zoning. The Property is zoned for use as a Livable Center Zoning District, which include use as hotel and as a place of assembly, such zoning designation is in full force and effect, and is beyond all applicable appeal periods. The Property is in compliance with all applicable zoning, subdivision and land use laws, regulations and ordinances and the Project, when constructed in accordance with the Approved Preliminary Plans, will be in compliance in all material respects with all applicable health, fire, an -55 d building codes, and all other Legal Requirements applicable to the Project, including without limitation the Americans with Disabilities Act. In the event that all or any part of the Project is destroyed or damaged, said Project can be legally reconstructed to its condition prior to such damage or destruction, and thereafter exist for the same use without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special permits,other than customary demolition,building and other construction related permits. The Approved Preliminary Plans contemplate sufficient permanent parking spaces (both regular spaces and handicap spaces) to satisfy all requirements imposed by applicable Legal Requirements with respect to parking. No legal proceedings are pending or,to the knowledge of the District,threatened with respect to the zoning of the Project. Neither the zoning nor any other right to constrict, use or operate the Property or the Project is in any way dependent upon or related to any real estate other than the Property or the Project. Section 6.07 Development Management Agreement. The District shall diligently enforce its rights under the Development Management Agreement, and ensure due performance by the Development Manager of its respective obligations thereunder, and the Trustee shall have the power, at the written direction of the District or a Controlling Bondholder Majority, as applicable, to enforce any right or remedy granted to the District or to the Trustee and any obligation imposed on any other party as provided in the Development Management Agreement; provided, however, during the continuance of an Event of Default, no written direction of the District shall be required or binding on the Trustee for such enforcement. Section 6.08 Design Build Agreement. The District shall diligently enforce its rights under the Design Build Agreement, and ensure due performance by the Design/Builder of its respective obligations thereunder, and the Trustee shall have the power, at the written direction of the District or a Controlling Bondholder Majority,as applicable,to enforce any right or remedy granted to the District or to the Trustee and any obligation imposed on any other party as provided in the Design Build Agreement, including, without limitation, seeking liquidated damages that are payable to the District thereunder; provided, however, during the continuance of an Event of Default, no written direction of the District shall be required or binding on the Trustee for such enforcement. Section 6.09 Limitation on EncumbrancesError! Bookmark not defined.. TSection 6.09 he District covenants and agrees that it will not directly or indirectly create,assume or suffer to exist any mortgage,deed of trust, pledge, security interest, encumbrance, lien or charge of any kind (a "security interest")upon any of the property or assets or any revenues, income or profit from the Project,whether such property is now owned or hereafter acquired,other than(a) the Leasehold Deed of Trust,(b)Permitted Encumbrances,or(c)to further secure the Bonds; provided however that in the event a lien is filed against the Project or any portion thereof, the District shall, within thirty (30) days after the filing thereof, (i)initiate such action as necessary to cause the lien to be removed from the Project,(ii)prior to delivery of the completion certificate,deliver to the Trustee either a letter from the surety under the payment and performance bond stating, in effect, that such lien is covered by its payment and/or performance bond or a bond to indemnify against such lien in compliance with the Texas Government Code and/or the Texas Property Code, as applicable, or (iii)after delivery of the completion certificate, provide a bond to indemnify against such lien in accordance with the requirements of the applicable Texas statute. In any event, the District shall cause the removal of such lien prior to the foreclosure thereof. The District covenants and agrees that it will not incur any indebtedness secured by the Gross Operating Revenues or other amounts required to be deposited with the Trustee other than as permitted by the terms of this Indenture. Section 6.10 Limitation on Disposition of Assets. With the exception of(a)assets sold, leased or disposed of in the ordinary course of business, (b)the disposal of FF&E which is damaged, dilapidated or obsolete and replacement thereof with FF&E determined by the Operator to be of comparable quality, utility and value, or (c)a disposition of the Project which contemporaneously permits the defeasance of all of the Bonds, the District shall not cause or suffer to occur any sale, lease, pledge, encumbrance or other tr 56 ansfer of(i)the Trust Estate or any interest therein or component part thereof,including without limitation,the District's right, title and interest in and to the Project, or (ii)any direct or indirect ownership or beneficial interest in the District, irrespective of the number of tiers of ownership. Section 6.11 Insurance. The District will maintain or cause to be maintained at all times insurance coverage no less than that listed on Exhibit J hereto. The Trustee shall have no duty to receive such insurance certificates and has no duty or obligation to determine the sufficiency of such insurance requirements. Section 6.12 Compliance with Law; Maintenance of the Project. (a) The District shall operate,use and maintain,or shall cause the operation,use and maintenance of,the Project as an upscale, full-service hotel and convention center and in accordance with all applicable Legal Requirements and the applicable Budget, and shall not alter or change or permit the change or alteration of the Project from its intended use. (b) The District shall maintain,use and operate or cause the maintenance,use and operation of the Project and all engines, boilers, pumps, machinery, apparatus, furniture, fixtures, fittings and equipment, including FF&E,of any kind in or that shall be placed in any building or structure now or hereafter at any time constituting part of the Project, in good repair,working order and condition,and the District shall from time to time make or cause to be made all needful and proper replacements, repairs, renewals and improvements; in each case to the extent necessary so that the efficiency and value of the Project shall not be impaired in any manner which could result in a Material Adverse Effect. (c) The District will (i)comply or cause there to be compliance with the requirements of all applicable Legal Requirements other than those laws,rules,regulations and orders the noncompliance with which would not reasonably be expected to have,either individually or in the aggregate,a Material Adverse Effect, (ii)maintain or cause to be maintained all licenses and permits now held or hereafter acquired by any of them,the loss,suspension,or revocation of which,or failure to renew,could have a Material Adverse Effect and(iii)perform, observe, fulfill and comply(or cause the performance, observance, fulfillment and compliance of and with) all of its obligations, covenants and conditions contained herein or in any other Transaction Document. (d) If all or any of the Project shall be destroyed or damaged by fire or other Casualty,the money derived from any insurance on the property shall be applied in accordance with the terms of Section 5.27 hereof. Section 6.13 Operation of the Project. (a) Management of the Project. The District shall cause the Project to be managed and operated as a revenue-producing, full-service upscale convention hotel. The District shall cause the Project to be operated by an entity with experience in managing full-service upscale hotels or affiliated with a national hotel chain with experience in managing full-service upscale. The District shall cause to be in full force and effect at all times a hotel services agreement with respect to the Project with terms and conditions similar to those of the initial Hotel Services Agreement, and which requires the Operator to operate the Project in accordance with the standards set forth in the Hotel Services Agreement,and Operator shall use reasonable efforts to operate the Hotel with the goal of maximizing both short term profitability and the long-term value of the Hotel, taking into consideration the Hotel Standard (as defined in the Hotel Services Agreement). The Hotel Services Agreement and each management agreement for the Project shall expressly permit the assignment 57 thereof to the Trustee for the benefit of Registered Owners, and entitle the Trustee to the benefits thereof upon the occurrence of an Event of Default. (b) Maintain License. The District shall at all times, where required by the laws of the jurisdiction, maintain or cause to be maintained in full force and effect the applicable permits necessary to operate the Project as a full service convention hotel. Without limiting the generality of the foregoing, the District shall obtain or cause to be obtained,and maintain or cause to be maintained,in good standing, all liquor licenses,food service license and other permits or licenses necessary for the lawful operation of bars,restaurants and other facilities offering food or beverage,alcoholic or otherwise,at the Project. (c) Equip the Project. The District shall, pursuant to applicable licensing regulations from time to time in effect,suitably equip the Project to permit its overall operation in a manner reasonably expected to qualify as a full-service upscale convention hotel (including, without limitation, the operations of all restaurants, bars, lounges, food service facilities and other guest service facilities), but solely from monies on deposit in the Development Project Fund and Gross Operating Revenues available for such purpose pursuant to this Indenture. (d) Acquisition of Services, Supplies and Materials. The District shall make no payment from the Development Project Fund established under this Indenture for services,supplies or materials without compliance with the requirements for disbursements from the Development Project Fund required by this Indenture. (e) Asset Manager. The District covenants to hire or cause to be hired not later than the second anniversary date of the Closing Date, an Asset Manager to assist the District in overseeing the operations of the Project for the benefit of and on behalf of the District. If the Person then serving as Asset Manager is terminated or resigns, the District covenants to hire or cause to be hired a replacement within sixty (60) days of such termination or resignation. The Asset Manager shall signify acceptance of such position by executing a certificate at or prior to employment that he,she or it agrees to perform the duties of Asset Manager as described in the Project Documents which include, but are not limited to, the following: (i)reviewing and recommending approval or disapproval to the District of the proposed Capital Budget for the upcoming Year, (ii)reviewing all reports required to be delivered by the Operator pursuant to the Hotel Services Agreement, (iii)providing reports to the District on a monthly basis summarizing the Asset Manager's findings for the preceding month regarding the Operator's compliance with the Hotel Services Agreement and(iv) commenting on the recommendations submitted by the Operator. Notwithstanding anything contained herein or in the Hotel Services Agreement to the contrary,the Asset Manager shall not have any additional rights with respect to the Operator or the Project than the District has. Section 6.14 Bankruptcy,Insolvency,Receiver. (a) The District shall not file or commence any voluntary case under the Bankruptcy Code or under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect. (b) The District shall not(i) file, consent to the filing of, aid, solicit, support or otherwise act, cooperate or collude to cause the filing of any petition in bankruptcy or insolvency, or for a receiver or reorganization or composition; (ii)make any assignment for the benefit of creditors or to a trustee for creditors;or(iii)permit,solicit,support or otherwise act,cooperate or collude to cause an adjudication in bankruptcy,the taking possession of the Project or any part thereof by a receiver,or the seizure and sale of the Project or any part thereof under judicial process or pursuant to any power of sale and fail to have such adverse actions as set forth in this clause(iii)set aside within forty-five(45)days. 58 (c) The District immediately shall give notice to a Responsible Officer of the Trustee and the Operator of the filing or commencement, as the case may be, of any of the following: (i)an involuntary petition or case under the Bankruptcy Code against the District, the Project or any part thereof, (ii)a petition or proceeding in any court for a receiver for the District, the Project of any part thereof; or (iii)a petition or proceeding in any court, for insolvency, reorganization, composition or an assignment for the benefit of creditors for the District, the Project or any part thereof. (d) If notwithstanding the foregoing prohibitions, should the District's creditors file a petition alleging insolvency, requesting reorganization or a composition of creditors, or for an assignment for the benefit of creditors, in any court, the Trustee shall have the right to participate and vote on any plan or reorganization, agreement for a composition of creditors, and on any assignment for the benefit of creditors. If there is a proceeding to effect a receivership for the District, the Trustee shall have the right to select the receiver. Section 6.15 Debt Service Coverage. (a) The District shall include in the Hotel Services Agreement and each other management agreement hereafter covering the Project the following provisions: (i) If the proposed operating plan and budget will result in a Debt Service Coverage Ratio for the then Outstanding First-Lien Bonds and Outstanding Second-Lien Bonds of less than 1.25:1.00 for each such Year, the Operator shall include with its delivery of the applicable proposed operating plan and budget a detailed explanation as to why the Operator has not budgeted to attain such ratios. (ii) The District shall thereafter have the right to appoint, and shall appoint a Hotel Consultant under each of the following circumstances,provided,however,that the right of the District to appoint a Hotel Consultant shall not apply to any such circumstances which result from an event of"Force Majeure"(as defined in the Hotel Services Agreement): (A) If the proposed operating plan and budget will not result in the Debt Service Coverage Ratios described in (a)(i) above being met, the District shall request the Hotel Consultant(within 30 days of the receipt of such proposed operating plan and budget) to make written recommendations as to the operations, management, marketing, improvement, condition or use of the Project or any part thereof that the Hotel Consultant believes could result in satisfying such Debt Service Coverage Ratio or improving the total amount of Net Income Available for Debt Service; (B) If the Debt Service Coverage Ratio for the then Outstanding First-Lien Bonds and Outstanding Second-Lien Bonds is less than 1.25:1.00 for any four consecutive quarters,the District shall request the Hotel Consultant(within thirty(30)days of the District's receipt of the monthly report from the Operator which reflects that such ratio was less than 1.25:1.00 for the prior four consecutive quarters) to make written recommendations as to the operation, management, marketing, improvement, condition or use of the Project or any part thereof that the Hotel Consultant believes could result in satisfying the Debt Service Coverage Ratio described in (a)(i) above or improving the Net Income Available for Debt Service;and (C) If the audited annual financial statements delivered to the District pursuant to the Hotel Services Agreement reflect that the Debt Service Coverage Ratio described 59 in(a)(i)above was not achieved, then the District shall request the Hotel Consultant (within thirty (30) days of the District's receipt of such audited annual financial statement) to make written recommendations as to the operation, management, marketing, improvement, condition or use of the Project or any part thereof that the Hotel Consultant believes could result in satisfying the Debt Service Coverage Ratio described in(a)(i)above or improving the Net Income Available for Debt Service. The District shall deliver the Hotel Consultant's reports and findings to the Operator,the Trustee and the Asset Manager within three (3) Business Days of receipt by the District. The Operator and the Asset Manager will study and review such reports and any written recommendations made by the Hotel Consultant. The Operator shall also, upon the request of the District or the Trustee, meet with the Hotel Consultant to discuss the Hotel Consultant's reports,findings and written recommendations. The Operator shall reasonably cooperate with Hotel Consultant by providing Hotel reports and information regarding the Hotel that are typically provided to the District under the Hotel Services Agreement in connection with the Hotel Consultant creating such reports and findings, in all events subject to the Hotel Consultant entering into a confidentiality agreement in form and substance reasonably acceptable to the Operator. The Operator shall act in good faith in reviewing and implementing all of the Hotel Consultant's written recommendations, but shall have no obligation to implement such written recommendations in the event (i) the Debt Service Coverage Ratio for the First-Lien Bonds and Second Lien Bonds was not less than 1.25:1.00 for the eight most-recent prior consecutive calendar quarters (unless the Asset Manager in its sole discretion issues a written waiver as to this requirement), (ii) the Operator believes in good faith that such recommendations are not in the best interests of the Project, and (iii) the Operator provides written explanation of such to the District,Asset Manager and Trustee.Notwithstanding anything in this section,the Operator will have no obligation to consider recommendations(i)which require an expenditure of funds greater than the amount available for such purpose under the Indenture, (ii)that compromise the Hotel Standard, (iii) which could cause the Operator to fail to meet any performance test under the Hotel Services Agreement, (iv) which could cause a default by the Operator under the Hotel Services Agreement or (v)which could, in the opinion of Bond Counsel,adversely affect the tax exempt status of the interest on the Bonds. In the event the Hotel Consultant is engaged for one of the reasons described in this Section 6.15,then the fees and expenses shall be paid from amounts on deposit in the Surplus Revenue Fund. In the event the Hotel Consultant is engaged for any other reason in accordance with this Indenture and the Hotel Services Agreement, then the fees and expenses of the Hotel Consultant shall be paid by the District as an Administrative Expense first, and then from amounts on deposit in the Surplus Revenue Fund. For the avoidance of doubt, the Operator shall only have obligations with respect to any report from the Hotel Consultant as set forth in the preceding paragraph. Contemporaneously with engaging a Hotel Consultant pursuant to the preceding provisions, the District shall deliver to the Operator a copy of such engagement contract. In addition, each of the District, the Asset Manager and the Operator shall deliver to the other and to the Trustee, at no additional charge, copies of any information, correspondence or documents delivered to the Hotel Consultant contemporaneously with delivering such information,correspondence or documents to the Hotel Consultant. (b) The Corporation shall include in the Hotel Services Agreement and each other operating agreement covering the Project a covenant permitting Owner to cause an audit of the hotel accounting books of the Hotel by an Accountant of recognized national standing in the hotel industry and cause such Accountant's auditor to deliver its report to the District,not later than May 31 of each Fiscal Year,for the preceding Fiscal Year. 60 (c) Notwithstanding the foregoing, this Section 6.15 shall not be construed as in any way excusing the District from taking any action or performing any duty required under this Indenture or be construed as constituting a waiver of any other Event of Default under this Indenture. Section 6.16 Separateness Covenants. Except as otherwise expressly contemplated herein or any other Bond Document, the District shall: (i) maintain full and complete books and records, separate from any other person or entity; (ii) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (iii)maintain its bank accounts separate from any other person or entity; (iv) not commingle its assets or funds with those of any other person or entity and shall hold all of its assets in its own name; (v) conduct its own business in its own name independently and through own authorized officers and agents; (vi) have sufficient officers to run its business operations; (vii) pay its own obligations only out of its own funds; (viii)not assume, guarantee, become obligated for, or pay the debts or obligations of any other person or entity;(ix)not hold out its credit as being available to satisfy the obligations of any other person or entity; (x) use separate stationery, invoices,and checks bearing its own name; (xi)hold itself out as a legal entity separate and distinct from any other entity;and allocate any office space shared with another entity on a fair and reasonable basis. Article 7 Tax Matters Section 7.01 General. The District intends that the interest on the Series 2021 Bonds be excludable from gross income for federal income tax purposes pursuant to sections 103 and 141 through 150, inclusive, of the Code. The District covenants and agrees not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, would (i)cause the interest on the Series 2021 Bonds to be includable in gross income,as defined in section 61 of the Code, for federal income tax purposes or(ii)result in the violation of or failure to satisfy any applicable provision of sections 103 and 141 through 150,inclusive, of the Code. In particular, the District covenants and agrees to comply with each requirement of this Article 7; provided,however, that the District will not be required to comply with any particular requirement of this Article 7 if the District has received an opinion of nationally recognized bond counsel that (i)such noncompliance will not adversely affect the excludability from gross income for federal income tax purposes of interest on the Series 2021 Bonds or(ii)compliance with some other requirement will satisfy the applicable requirements of the Code, in which case compliance with such other requirement specified in such counsel's opinion will constitute compliance with the corresponding requirement specified in this Article 7. Section 7.02 No Private Use or Payment and No Private Loan. (a) The District covenants and agrees that it will make such use of the proceeds of the Series 2021 Bonds, including interest or other investment income derived from such proceeds,regulate the use of property financed, directly or indirectly,with such proceeds, and take such other and further action as may be required so that the Series 2021 Bonds will not be "private activity bonds" within the meaning of section 141 of the Code. Moreover, the District will certify,through an authorized officer,employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the date the Series 2021 Bonds are delivered, that the proceeds of the Series 2021 Bonds will not be used in a manner that would cause the Series 2021 Bonds to be"private activity bonds"within the meaning of section 141 of the Code. (b) At any time that a nongovernmental entity manages,operates or provides services with respect to any portion of the Project financed with proceeds of the Series 2021 Bonds, the contract, agreement or arrangement pursuant to which such nongovernmental entity manages, operates or provides services will be a "qualified management contract" that complies with the guidelines set forth in Revenue Procedure 2017-13,I.R.B. 2017-6, as amended and supplemented from time to time. 61 Section 7.03 No Federal Guarantee. The District covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the Series 2021 Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code, except as permitted by section 149(b)(3)of the Code. Section 7.04 No Hedge Bonds. The District covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the Series 2021 Bonds to be "hedge bonds"within the meaning of section 149(g)of the Code. Section 7.05 No Arbitrage. The District covenants and agrees that it will make such use of the proceeds of the Series 2021 Bonds,including interest or other investment income derived from such proceeds, regulate investments of proceeds of the Series 2021 Bonds, and take such other and further action as may be required so that the Series 2021 Bonds will not be "arbitrage bonds" within the meaning of section 148(a)of the Code. Moreover,the District will certify,through an authorized officer,employee or agent,based upon all facts and estimates known or reasonably expected to be in existence on the date the Series 2021 Bonds are delivered, that the proceeds of the Series 2021 Bonds will not be used in a manner that would cause the Series 2021 Bonds to be"arbitrage bonds"within the meaning of section 148(a) of the Code. Section 7.06 Arbitrage Rebate. If the District does not qualify for an exception to the requirements of section 148(f) of the Code relating to the required rebate to the United States, the District will take all necessary steps to comply with the requirement that certain amounts earned by the District on the investment of the"gross proceeds" of the Series 2021 Bonds(within the meaning of section 148(f)(6)(B)of the Code),be rebated to the federal government. Specifically,the District will(i)maintain records regarding the investment of the gross proceeds of the Series 2021 Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Series 2021 Bonds separately from records of amounts on deposit in the funds and accounts of the District allocable to other bond issues of the District or moneys that do not represent gross proceeds of any bonds of the District,(ii)determine at such times as are required by applicable Regulations, the amount earned from the investment of the gross proceeds of the Series 2021 Bonds which is required to be rebated to the federal government,and (iii)pay, not less often than every fifth(51") anniversary date of the delivery of the Series 2021 Bonds, or on such other dates as may be permitted under applicable Regulations, all amounts required to be rebated to the federal government. Further, the District will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Series 2021 Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. Section 7.07 Information Reporting. The District covenants and agrees to file or cause to be filed with the Secretary of the Treasury,not later than the fifteenth(15111)day of the second calendar month after the close of the calendar quarter in which the Series 2021 Bonds are issued, an information statement concerning the Series 2021 Bonds,all under and in accordance with section 149(e)of the Code. Section 7.08 Record Retention. The District will retain all pertinent and material records relating to the use and expenditure of the proceeds of the Series 2021 Bonds until three(3)years after the last Series 2021 Bond is redeemed or paid at maturity, or such other period as provided by subsequent guidance issued by the Department of the Treasury, if applicable. All records will be kept in a manner that ensures their complete access throughout the retention period. For this purpose, it is acceptable that such records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic system includes reasonable controls and quality assurance programs that assure the ability of 62 the District to retrieve and reproduce such books and records in the event of an examination of the Series 2021 Bonds by the IRS. Section 7.09 Registration.The Series 2021 Bonds will be issued in registered form. Section 7.10 Deliberate Actions. The District will not take a deliberate.action(as defined in section 1.141-2(d)(3)of the Regulations)that causes the Series 2021 Bonds to fail to meet any requirement of section 141 of the Code after the issue date of the Series 2021 Bonds unless an appropriate remedial action is permitted by section 1.141-12 of the Regulations, the District takes such remedial action, and a Favorable Opinion of Bond Counsel is obtained that such remedial action cures any failure to meet the requirements of section 141 of the Code. Section 7.11 Continuing Obligation. Notwithstanding any other provision of this Indenture, the District's obligations under the covenants and provisions of this Article 7 will survive the defeasance and discharge of the Series 2021 Bonds for as long as such matters are relevant to the excludability from gross income of interest on the Series 2021 Bonds for federal income tax purposes Article 8 Investments Section 8.01 Moneys Held in Trust. All moneys held by the Trustee under the provisions of this Indenture shall be deposited with the Trustee,and held in the name of the Trustee, in such capacity hereunder. All moneys deposited under the provisions of this Indenture with the Trustee shall be held in trust and applied only in accordance with the provisions of this Indenture, and each of the Funds and Accounts established by this Indenture shall be a trust fund for the purpose of this Indenture subject to application thereof as set forth herein. Section 8.02 Deposits and Transfers. (a) All moneys held by the Trustee under this Indenture may be placed on demand or time deposit, if and as directed by the District(with notice,so long as the Design Build Agreement has not expired or been terminated, to the Design/Builder, and, so long as the Hotel Services Agreement has not expired or been terminated, to the Operator), provided that such deposits shall permit the moneys so held to be available for use at the time when needed. (b) All moneys held under this Indenture by the Trustee(other than moneys held in the Rebate Fund)shall be held in trust for the benefit of the District, the Registered Owners of the Bonds and, to the extent available under the Indenture,to the Design/Builder or the Operator,as the case may be. (c) All moneys deposited with the Trustee shall be credited to the particular Fund or Account to which such moneys belong. (d) Except as otherwise provided by Supplemental Indenture, any transfer required to be made from one Fund or Account to another Fund or Account held by the same Person may be made by book transfer of any moneys or investments or portions of investments without liquidating any investments in order to make such transfer unless the funds required to be transferred are needed to make payments out of the Fund or Account to which such funds were transferred at the time of transfer. Investments may also be exchanged between Funds and Accounts if the District(following notice by the District to the Design/Builder, for so long as the Design Build Agreement has not expired or been terminated,and to the Operator,so long as the Hotel Services Agreement has not expired or been terminated)determines such transfer to be the best way to preserve the Trust Estate. 63 Section 8.03 Investment of Moneys. (a) Except as otherwise provided herein,all moneys in any of the Funds,Accounts and Subaccounts shall be invested by the Trustee solely in Permitted Investments, as directed in writing by an Authorized District Representative received by the Trustee no later than two(2)Business Days prior to the making of such investment. Moneys in all Funds, Accounts and Subaccounts shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture; provided, however, that Permitted Investments in which moneys in the Reserve Funds are so invested shall mature no later than the earlier of five (5) years from the date of investment or the final maturity date of the Bonds secured by such Reserve Funds and,provided,further,that if such Permitted Investments may be redeemed at par so as to be available on each Interest Payment Date, any amount in a Reserve Fund may be invested in such redeemable Permitted Investments maturing on any date on or prior to the final maturity date of the Bonds secured by such Reserve Fund. Absent a timely written direction of an Authorized District Representative with respect to the investment of moneys in any of the Funds,or Accounts,the Trustee shall hold such moneys uninvested without any requirement or liability for interest or earnings. (b) Subject to the provisions of Sections 5.07 and 5.08,all interest,profits and other income received from the investment of moneys in any Fund, Account or Subaccount (other than the Reserve Funds which are addressed in Sections 5.14, 5.16 and 5.18 of this Indenture)shall be retained therein. (c) Permitted Investments acquired as an investment of moneys in any Fund,Account or Subaccount shall be credited to such Fund,Account or Subaccount. For the purpose of determining the amount in any Fund, Account or Subaccount, all Permitted Investments credited to such Fund, Account or Subaccount shall be valued by the Trustee at the market value thereof,such valuation to be performed not less frequently than semiannually on or before each [June 30] and [December 31.] (d) The Trustee may act as principal or agent in the making or disposing of any investment. Upon the receipt of a written direction signed by an Authorized District Representative,the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the Fund, Account or Subaccount to which such Permitted Investments are credited,and the Trustee shall not be liable or responsible for any loss,fee,tax or other charge resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the Funds, Accounts and Subaccounts established hereunder. The District agrees that confirmations of permitted investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The District may obtain confirmations at no additional cost upon its written request. (e) The Trustee shall be entitled to rely on the written direction of the Authorized District Representative as to the suitability and legality of the directed investment or sale thereof. The Trustee shall have no responsibility whatsoever to determine whether any investments made pursuant to this Indenture are or continue to be Permitted Investments. The Trustee shall not be liable for any loss,tax,fee or charge resulting from any investment hereunder,nor the failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. The Trustee shall be entitled to assume that any investment which at the time of purchase is a Permitted Investment remains a Permitted Investment thereafter, absent actual receipt of written notice to the contrary. The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of or investment in such Permitted Investment. 64 (f) The District acknowledges that regulations of the Office of the Comptroller of the Currency grant the District the right to receive brokerage confirmations of security transactions as they occur. The District specifically waives such right to notification to the extent permitted by law and acknowledges that they will receive periodic transaction statements that will detail all investment transactions. Article 9 Discharge of Indenture Section 9.01 Discharge of Indenture. If the District, its successors or assigns, shall well and truly pay, or cause to be paid, all of the principal and Redemption Price of and interest on the Bonds, at the times and in the manner provided in the Bonds according to the true intent and meaning thereof,and shall cause the payments to be made into the Funds and Accounts established hereunder and in the amounts required hereby, or shall provide, as permitted hereby, for the payment thereof by depositing with or for the account of the Trustee an amount sufficient to provide for payment of the entire amount due or to become due thereon (including any amount due or to become due with respect to the Bonds under section 148 of the Code), and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it on or prior to the date such payments are made, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof,then,upon such payment and performance,this Indenture and the rights and liens hereby granted shall cease, terminate and be void; otherwise, this Indenture is to be and shall remain in full force and effect. In the event that this Indenture is discharged as herein provided, the Trustee shall provide written notice thereof to the Operator and shall cause an accounting for such period or periods as shall be requested by the District to be prepared and filed with the District and, upon the request of the District, shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the District or the Operator, as appropriate, or to the Person directed in writing by the District or the Operator, as appropriate, all moneys or securities held by the Trustee pursuant to this Indenture in respect of such Bonds which are not required for the payment of principal, Redemption Price, and interest on the Bonds of such Series not theretofore surrendered for such payment or redemption. Section 9.02 Defeasance. Any Outstanding Bonds of any Series shall, prior to the maturity or Redemption Date thereof, be deemed to have been paid within the meaning and with the effect expressed in Section 9.01 hereof if(a) in case any of such Bonds are to be redeemed on any date prior to their maturity,the District shall have given to the Trustee in form satisfactory to it written instructions containing irrevocable instructions to give notice of redemption of such Bonds on said date as provided in Article 4 hereof, (b)there shall have been deposited with the Trustee, in trust, either money in an amount which shall be sufficient, or Defeasance Securities, the principal of and interest on which without any reinvestment thereof when due will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient, in the opinion of an Accountant or Financial Advisor, to pay when due the principal, Redemption Price of, and interest due and to become due on, such Bonds on or prior to the Redemption Date or maturity date thereof,as the case may be,(c) in the event such Bonds are not to be redeemed within the next succeeding sixty(60)days,the District shall have given the Trustee in form satisfactory to it written instructions containing irrevocable instructions to mail,as soon as practicable,notice to the Registered Owners of all such Bonds that the deposit required by clause (b) above has been made with the Trustee or an escrow agent and that such Bonds are deemed to have been paid in accordance with this Section and stating such maturity or Redemption Date upon which money is to be made available for the payment of the principal, Redemption Price of, and interest due on such Bonds,and(d)there shall be delivered to the District and the Trustee a written opinion of Bond Counsel to the effect that the provisions of this Section have been complied with so that such Bonds are no longer entitled to the benefits of this Indenture and such defeasance will not adversely affect the excludability of the interest on the Bonds from gross income for federal income tax purposes. Neither Defeasance Securities nor money deposited with the T 65 rustee or an escrow agent pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than,and shall be held in trust for,the payment of the principal, Redemption Price of,and interest due on said Bonds; provided that any cash received from such principal or interest payment on such Permitted Investments,(i) to the extent such cash will not be required at any time for such purpose,shall be paid over to the District or,at the written direction of an Authorized District Representative, the Design/Builder or the Operator, as received, free and clear of any trust, lien, security interest, pledge or assignment securing such Bonds or otherwise existing under this Indenture, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited into the Revenue Fund, and (ii)to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Defeasance Securities maturing at the times and in amounts sufficient to pay when due the principal, Redemption Price of, and interest on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the District or, at the written direction of an Authorized District Representative, the Design/Builder or the Operator, as received, free and clear of any trust, lien or pledge, if all Bonds have been redeemed or discharged,otherwise such cash shall be deposited into the Revenue Fund. Bonds defeased hereunder shall no longer be subject to redemption at the option of the District, except to the extent that such Bonds are called for redemption at the time provision is made for the defeasance thereof,as provided in this Section 9.02. Section 9.03 Balances in Certain Funds and Accounts. All amounts remaining on deposit in the Funds and Accounts after the principal, Redemption Price of, and interest due or to become due on all Bonds has been paid or deemed to have been paid pursuant to this Article 9 and all amounts owing to the Trustee have been paid as provided for shall be deposited by the Trustee in the Surplus Revenue Fund. Article 10 Defaults and Remedies Section 10.01 Rights and Remedies, Generally. Subject to the provisions of this Indenture, the Registered Owners of the Bonds, and the Trustee acting for all of the Registered Owners of the Bonds, shall be entitled to all of the rights and remedies provided or permitted under this Indenture or at law or in equity. Section 10.02 Events of Default. Each of the following events is hereby declared an "Event of Default"under this Indenture: (a) failure to make due and punctual payment of the principal or Redemption Price of any First-Lien Bond when and as the same shall become due and payable, whether at maturity or by call for redemption, or otherwise; (b) failure to make due and punctual payment of any Debt Service on any First-Lien Bond, when and as such Debt Service shall become due and payable; (c) as to the First-Lien Bonds only,other than as described elsewhere in this Section,failure by the District in the performance or observance of any other of the covenants, agreements or conditions on its part contained in this Indenture or any Supplemental Indenture or in the First-Lien Bonds or in the Bond Documents,and such failure shall continue for a period of ninety(90)days after written notice thereof to the District by the Trustee; provided, however, if the failure stated in the notice was due to the failure of another Person in its performance or observance of one or more of its covenants,agreements or conditions on its part contained in another Transaction Document,then instead of such ninety(90) day grace period,no Event of Default shall have occurred so long as corrective action is instituted by the District (as certified to the Trustee) after any applicable grace period permitted under such Transaction Document for such Person and diligently pursued until 66 corrected for a maximum time period of thirty(30)days following the applicable grace period for such Person; (d) after the date on which no First-Lien Bonds remain Outstanding, failure to make due and punctual payment of the Debt Service on any Second-Lien Bond when and as the same shall become due and payable,whether at maturity or by call for redemption,or otherwise; (e) after the date as to which no First-Lien Bonds remain Outstanding,other than as described elsewhere in this Section, failure by the District in the performance or observance of any other of the covenants, agreements or conditions on its part contained in this Indenture or any Supplemental Indenture or in the Second-Lien Bonds or in the Bond Documents, and such failure shall continue for a period of ninety (90) days after written notice thereof to the District by the Trustee; provided, however, if the failure stated in the notice was due to the failure of another Person in its performance or observance of one or more of its covenants,agreements or conditions on its part contained in another Transaction Document,then instead of such ninety(90)day grace period,no Event of Default shall have occurred so long as corrective action is instituted by the District after any applicable grace period pennitted under such Transaction Document for such Person and diligently pursued until corrected for a maximum time period of thirty(30)days following the applicable grace period for such Person; (f) after the date on which no First-Lien Bonds or Second-Lien Bonds remain Outstanding, failure to make due and punctual payment of the Debt Service on any Third-Lien Bond when and as the same shall become due and payable,whether at maturity or by call for redemption,or otherwise; (g) after the date as to which no First-Lien Bonds or Second-Lien Bonds remain Outstanding,other than as described elsewhere in this Section, failure by the District in the perfonmance or observance of any other of the covenants, agreements or conditions on its part contained in this Indenture or any Supplemental Indenture or in the Third-Lien Bonds or in the Bond Documents, and such failure shall continue for a period of ninety (90) days after written notice thereof to the District by the Trustee; provided, however, if the failure stated in the notice was due to the failure of another Person in its performance or observance of one or more of its covenants, agreements or conditions on its part contained in another Transaction Document, then instead of such ninety (90) day grace period, no Event of Default shall have occurred so long as corrective action is instituted by the District (as certified to the Trustee)after any applicable grace period permitted under such Transaction Document for such Person and diligently pursued until corrected for a maximum time period of thirty(30) days following the applicable grace period for such Person; (h) the entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the District, or adjudging the District as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, adjustment or composition of or in respect of the District under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar Trustee official) of or for the District or any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; (i) the commencement by the District of a voluntary case under the United States Bankruptcy Code, or the filing by it of a petition or answer or consent seeking reorganization, arrangement or relief under the United States Bankruptcy Code or any other applicable federal or state law, or the consent or acquiescence by it to the filing of any such petition or the appointment of or taking possession by a custodian, receiver,liquidator, assignee,trustee, sequestrator(or other similar official)of the District or any substantial part of its property, or the making by it of an assignment for the benefit 67 of creditors,or the admission by it in writing of its inability or its failure to pay its debts generally as they become due,or the taking of corporate action by the District in furtherance of any such action; (j) any representation or warranty made by the District herein or in any document, instrument or certificate furnished to the Trustee in connection with the issuance of any Series of Bonds shall at any time prove to have been incorrect in any material respect as of the time made; provided that if it can be corrected by the District and such default was unintentional,the District shall have a 30-day period to make such correction prior to an Event of Default occurring; (k) (i)an "Event of Default" occurs under the Design Build Agreement, following the expiration of any applicable notice and cure periods,or(ii)an event of default,caused by the Design/Builder,occurs in any other Transaction Document following the expiration of any applicable notice and cure periods, or(iii)any Project Document for any reason ceases to be in full force and effect or is declared to be null and void, or(iv)any Person who is a party thereto, denies that it has any further liability under any Project Document to which it is a party, or gives notice to such effect, and in each case under clauses(i),(ii), (iii)or(iv), a Material Adverse Effect on the Project or the Bonds occurs; and (1) (i) any Bond Document for any reason ceases to be in full force and effect or is declared to be null and void, or (ii)any Person who is a party thereto, denies that it has any further liability under any Bond Document to which it is a party, or gives notice to such effect, and in each case under clauses (i)or(ii)a Material Adverse Effect on the Project or on the Bonds occurs. Section 10.03 Notice of Default. To the extent the Trustee is required to provide notice and opportunity to cure to the District before triggering an Event of Default hereunder, the Trustee also shall provide concurrent notice and opportunity to cure to the Operator. If any of the District or the Operator cures such default prior to the expiration of any applicable cure period, the Trustee shall recognize and accept such cure and an Event of Default shall not occur. Upon actual knowledge of the existence of any Event of Default, the Trustee shall notify the District and the Operator concurrently in writing as soon as practicable,but in any event within two(2)Business Days;provided,however,that the Trustee need not provide notice of any Event of Default if,prior to the second Business Day following such event,the District has expressly acknowledged the existence of such Event of Default in a writing delivered to the Trustee and the Operator. The Trustee shall recognize any cure of an Event of Default by the Development Manager,the Operator or the District. Section 10.04 Remedies on Event of DefaultEor! Bookmark not defined.. (a) AeSection 10.04 celeration. If an Event of Default occurs (other than those Events of Default described under Section 10.02(c),(e),(g)or(i)hereof which does not have a Material Adverse Effect on the Project or the Bonds), a Class Majority may direct the Trustee in writing to accelerate Bonds of such Class, whereupon all principal of and accrued interest on such Bonds shall immediately become due (subject, however, to the limitations on remedies and rights of the Owners of any subordinated Class of Bonds as set forth herein). (b) Mandamus Action by Owners of Subordinate Classes. If any Class of Bonds other than the First-Lien Bonds shall be accelerated pursuant to Section I O.04(a) above, and provided that a Class Majority of such accelerated Class of Bonds may direct the Trustee to bring a mandamus action or other similar proceeding to compel the District to repay the amounts due on such Class of Bonds from the Funds or Accounts pledged and secured solely for the benefit of the Owners of such Class of Bonds, or from any other Fund, Account or source of funds as may be consented to in writing by a Controlling Bondholder Majority. 68 (c) Additional Remedies. If an Event of Default occurs and is continuing,then,subject to Section 10.04(d) below, the Trustee shall, at the direction of a Controlling Bondholder Majority, upon having been indemnified to its reasonable satisfaction,take any or all or any combination of the following actions: (i) by mandamus or other suit,action or proceeding at law or in equity(other than that described in Section 10.04(b) above, require the District to perform its covenants, representations and duties with respect to the Bonds under this Indenture; (ii) by action or suit in equity require the District to account as if it were the trustee of an express trust for the Registered Owners of the Bonds; (iii) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owners of the Bonds; (iv) Except as otherwise permitted under Section 10.04(b) above, prohibit withdrawal of money from any Funds or Accounts(except the Tax and Insurance Payment Fund, the Senior FF&E Fund,the Working Capital Reserve Fund,and the Rebate Fund); (v) request that a court of competent jurisdiction appoint, to the extent permitted by law, a receiver or receivers of the Trust Estate, and the income,revenues,profits and use thereof, it being the intent hereof that, to the extent permitted by law, the Trustee shall be entitled to appointment of such a receiver as a matter of right; (vi) upon the occurrence of an Event of Default described in Section 10.02(a) hereof, transfer moneys from any Funds or Accounts (other than amounts necessary to pay Operating Expenses and amounts on deposit in the Tax and Insurance Payment Fund, the Working Capital Reserve Fund, the Senior FF&E Fund and the Rebate Fund) to the First-Lien Bond Debt Service Fund as necessary and as permitted in Section 5.06 hereof, (vii) enter into such agreements or other arrangements as the Trustee determines, in its sole discretion,to be necessary or appropriate either to retain the Development Manager under the existing Development Management Agreement,the Design/Builder under the existing Design Build Agreement or the Operator under the existing Hotel Services Agreement, or make modifications to said Development Management Agreement, Design Build Agreement or Hotel Services Agreement; provided that the District consents to such agreements or other arrangements(unless such Event of Default is attributable to the District)and that there shall first be delivered an opinion of Bond Counsel to the effect that such agreements,arrangements or modifications will not adversely affect the excludability from gross income for federal income tax purposes of interest on any of the Tax-Exempt Bonds; (viii) take such actions, including the filing and prosecution of lawsuits, as may be required to enforce for the benefit of the Registered Owners the terms of any agreements or instruments relating to the Project or the Bonds, or any part thereof,which the Trustee may be entitled to enforce, including without limitation (i)the Development Management Agreement, the Design Build Agreement, and the Hotel Services Agreement, (ii)any construction contracts, design contracts or consulting contracts or operating agreements, (iii)any insurance policies, completion guaranties or the payment and performance bonds,and(iv)any other agreements or instruments which the Trustee may be entitled to enforce; 69 (ix) exercise any right of the District to give any consent or notice,to take any act or refrain from taking any act,and otherwise act in the full place and stead of the District in any Transaction Document,either in its name or the District;provided that if the Event of Default is an Event of Default as set forth in Section 10.02(c),(e),(g)or(j)hereof,then such right to exercise the remedy set forth in this clause (x) shall be restricted to relate solely to curing such Event of Default unless such Event of Default results in a Material Adverse Effect with respect to the Project or the Bonds; or (x) take such other steps to protect and enforce its rights and the rights of the Registered Owners of the Bonds,whether by action,suit or proceeding in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy, including, but not limited to,proceeding by suit or suits, at law or in equity or by any other appropriate legal or equitable remedy, to enforce payment of the Debt Service on the Bonds. (xi) Upon the occurrence of an Event of Default by Hyatt under the Hotel Services Agreement, terminate the Hotel Services Agreement, to the extent permitted thereunder, provided, however-, that the District shall first be permitted an opportunity for 60 days to locate a replacement Operator, such sixty day period to be extended for an additional 60 days if the District is diligently pursuing such Operator replacement. (d) Any declaration of acceleration pursuant to Section 10.04(a) hereof, however, is subject to the condition that if,at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered,the District,the Operator or the Design/Builder shall have deposited with the Trustee a sum sufficient to pay all the principal of and installments of interest on all Bonds the payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Bonds,and the reasonable charges and expenses of the Trustee,including reasonable fees and expenses of its attorneys, and any and all other Events of Default known to the Trustee(other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision reasonably deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee may, on behalf of the Registered Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such Event of Default; but no such rescission, annulment or waiver shall extend to or shall affect any subsequent Event of Default, or shall impair or exhaust any right or power consequent thereon. (e) Except as otherwise provided in Section 10.04(b), the Owners of the Second-Lien Bonds shall have no right (i) to pursue or direct any remedy available to the Trustee hereunder, or(ii) to be paid from the proceeds received by the Trustee through the exercise of any such remedy while any First-Lien Bonds are Outstanding.The Trustee shall give written notice to the Owners of the Second-Lien Bonds of its exercise of remedies. The Owners of the Second-Lien Bonds expressly acknowledge and agree that any action taken by the Trustee for the First-Lien Bonds may benefit the First-Lien Bonds without benefiting the Owners of the Second-Lien Bonds and may adversely affect the Owners of the Second- Lien Bonds.The Trustee has no obligation to consider whether remedies taken would have a Material Adverse Effect on the possibility that Owners of Second-Lien Bonds will be paid amounts in respect of such Second-Lien Bonds or to consider any effect that a remedy may have on the Owners of Second- Lien Bonds. (f) Except as otherwise provided in Section 10.04(b), the Owners of the Third-Lien Bonds shall have no right(i)to pursue or direct any remedy available to the Trustee hereunder, or(ii)to be paid from the proceeds received by the Trustee through the exercise of any such remedy while any First-Lien 70 Bonds or Second-Lien Bonds are Outstanding. The Trustee shall give written notice to the Owners of the Third-Lien Bonds of its exercise of remedies. The Owners of the Third-Lien Bonds expressly acknowledge and agree that any action taken by the Trustee for the First-Lien Bonds or the Second- Lien Bonds may benefit the First-Lien Bonds or Second-Lien Bonds without benefiting the Owners of the Third-Lien Bonds and may adversely affect the Owners of the Third-Lien Bonds. The Trustee has no obligation to consider whether remedies taken would have a Material Adverse Effect on the possibility that Owners of Third-Lien Bonds will be paid amounts in respect of such Third-Lien Bonds or to consider any effect that a remedy may have on the Owners of Third-Lien Bonds. Section 10.05 Application of Proceeds. The proceeds received by the Trustee under this Article shall,together with all securities and other moneys which may then be held by the Trustee as a part of the Trust Estate (other than amounts in the Sales Tax Revenue Fund which will be used solely to pay the Series 2021 C Debt Service and the Third-Lien Bond Debt Service Fund,which shall be applied solely to pay the Debt Service on the Third-Lien Bonds),be applied in order,as follows: (a) First,To the payment of the reasonable charges, expenses and liabilities of the Trustee in accordance with the other provisions of this Indenture; (b) Second, (i) Unless the principal of all Bonds shall have become or have been declared due and payable; (A) Fist, to the payment to the Registered Owners entitled thereto of all installments of interest (together with interest due on overdue installments of interest to the extent allowed by law)then due on the First-Lien Bonds in the order of the maturity of such installment, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably,according to the amounts due thereon,to the Persons entitled thereto,without any discrimination or preference; (B) Second, to the payment to the Registered Owners entitled thereto of the unpaid principal of the First-Lien Bonds with respect to which such remedy was exercised which shall have become due, whether at maturity, by call for redemption, acceleration,or otherwise, in the order of their due dates,and,if the amount available shall not be sufficient to pay in full all the First-Lien Bonds due on any date,then to the payment thereof ratably, according to the amounts of principal or Redemption Price due on such date,to the Persons entitled thereto,without any discrimination or preference; (C) Third,to the payment to the Registered Owners entitled thereto of all installments of interest (together with interest due on overdue installments of interest to the extent allowed by law) then due on the Second-Lien Bonds in the order of the maturity of such installment,and,if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably,according to the amounts due thereon,to the Persons entitled thereto,without any discrimination or preference; (D) Fourth, to the payment to the Registered Owners entitled thereto of the unpaid principal of the Second-Lien Bonds with respect to which such remedy was exercised which shall have become due, whether at maturity, by call for redemption, acceleration,or otherwise,in the order of their due dates,and,if the amount available shall not be sufficient to pay in full all the Second-Lien Bonds 71 due on any date, then to the payment thereof ratably, according to the amounts or principal due on such date,to the Persons entitled thereto,without any discrimination or preference; and (E) Fifth, to the payment to the Registered Owners entitled thereto of all installments of interest (together with interest due on overdue installments of interest to the extent allowed by law) then due on the Third-Lien Bonds in the order of the maturity of such installment,and,if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably,according to the amounts due thereon,to the Persons entitled thereto,without any discrimination or preference; (F) Sixth, to the payment to the Registered Owners entitled thereto of the unpaid principal of the Third-Lien Bonds with respect to which such remedy was exercised which shall have become due, whether at maturity, by call for redemption, acceleration,or otherwise, in the order of their due dates, and, if the amount available shall not be sufficient to pay in full all the Third-Lien Bonds due on any date,then to the payment thereof ratably,according to the amounts or principal due on such date,to the Persons entitled thereto,without any discrimination or preference. (ii) If the principal of all of the First-Lien Bonds with respect to which such remedy was exercised shall have become or have been declared due and payable,to the payment of the principal and interest then due and unpaid upon the First-Lien Bonds,with interest on the overdue principal and interest(to the extent allowed by law)at the rate borne by the respective First-Lien Bonds, and,if the amount available shall not be sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest or Redemption Price, or of interest over principal or Redemption Price, or of Redemption Price over principal or interest, or of any installment of interest over any other installment of interest, or of any First-Lien Bond over any other First-Lien Bond, according to the amounts due respectively for principal,Redemption Price and interest,to the Registered Owners entitled thereto without any discrimination or preference; (iii) Subject to the provisions of clause(ii)above, if the principal of all of the Second-Lien Bonds with respect to which such remedy was exercised shall have become or have been declared due and payable, to the payment of the principal and interest then due and unpaid on the Second-Lien Bonds,with interest on the overdue principal and interest(to the extent allowed by law) at the rate borne by the respective Second-Lien Bonds, and, if the amount available shall not be sufficient to pay in full the whole amount so due and unpaid,then to the payment thereof ratably, without preference or priority of principal over interest or Redemption Price, or of interest over principal or Redemption Price, or of Redemption Price over principal or interest, or of any installment of interest over any other installment of interest, or of any Second-Lien Bonds over any other Second-Lien Bond, according to the amounts due respectively for principal, Redemption Price and interest, to the Registered Owners entitled thereto without discrimination or preference; (iv) Subject to the provisions of clauses(ii)and(iii)above,if the principal of all of the Third-Lien Bonds with respect to which such remedy was exercised shall have become or have been declared due and payable,to the payment of the principal and interest then due and unpaid on the Third-Lien Bonds,with interest on the overdue principal and interest(to the extent allowed by law) at the rate borne by the respective Third-Lien Lien Bonds, and, if 72 the amount available shall not be sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest or Redemption Price, or of interest over principal or Redemption Price, or of Redemption Price over principal or interest,or of any installment of interest over any other installment of interest,or of any Third-Lien Lien Bonds over any other Third-Lien Lien Bond,according to the amounts due respectively for principal, Redemption Price and interest, to the Registered Owners entitled thereto without discrimination or preference; (c) Third, to the payment to the Operator of all amounts then due and owing to the Operator under the Hotel Services Agreement; and (d) Last, to the payment to the District of all amounts then due and owing to the District under the Development Management Agreement, the Design Build Agreement and the Indenture and for any unreimbursed Pledged Sales Taxes. Section 10.06 Trustee May Act Without Possession of Bonds. All rights of action under this Indenture or under any Bonds may be enforced by the Trustee without possession of any of the Bonds or the production thereof in any trial or other proceedings relative thereto,and any such suit or proceedings instituted by the Trustee shall be brought in its name, as Trustee for the ratable benefit of the Registered Owners of the Bonds, subject to the provisions of this Indenture. Section 10.07 Trustee as Attorney-in-Fact. The Trustee is hereby irrevocably appointed (and the Registered Owners of the Bonds, by taking and holding same from time to time, shall be deemed to have so appointed the Trustee)the true and lawful attorney-in-fact of the Registered Owners of the Bonds,or on behalf of all Registered Owners of the Bonds as a class, with respect to any proof of debt, amendment to proof of debt,petition or other document,and to do and perform any and all acts and things for and in the name of the Registered Owners of the Bonds against the District allowed in any equity receivership, insolvency, liquidation,bankruptcy,reorganization or other proceedings to which the District shall be a party and to receive payment of or on account of such claims. Any such receiver,assignee,liquidator or trustee is hereby authorized by each of the Registered Owners of the Bonds to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Registered Owners of the Bonds, to pay to the Trustee any amount due for compensation and expenses of the Trustee, including counsel fees, incurred up to the date of such distribution,and the Trustee shall have full power of substitution and delegation in respect of any such powers. Section 10.08 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedy or remedies,but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity or by statute. Section 10.09 Limitation on Suits. All rights of action in respect of this Indenture shall be exercised only by the Trustee,and the Registered Owner of any Bond shall not have any right to institute any suit,action or proceedings at law or in equity for the appointment of a receiver or for any other remedy hereunder or by reason hereof, unless and until the Trustee shall have received a written request of a Controlling Bondholder Majority, and shall have been furnished indemnity satisfactory to the Trustee and shall have refused or neglected for thirty (30) days thereafter to institute such suit, action or proceedings and no direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Controlling Bondholder Majority. The making of such request and the furnishing of such indemnity shall in each and every case be conditions precedent to the execution and enforcement by any Registered Owner of any Bond of the powers and remedies given to the Trustee hereunder and to the institution and maintenance by any such Registered Owner of any action or cause of action for the appointment of a receiver or for any other remedy hereunder, but the Trustee may, in its discretion, and wh 73 en thereunto duly requested in writing by a Controlling Bondholder Majority as the Trustee may deem expedient in the interest of the Registered Owners of the Bonds. The rights of the Registered Owners under this Section are in all events subject to the provisions of Section 10.04 hereof. Nothing contained in this Article, however, shall affect or impair the right of any Registered Owner of any Bonds,which shall be absolute and unconditional,to enforce the payment of the principal of,premium, if any, and interest on the Bonds of such Registered Owner, but only out of the moneys for such payment as herein provided, or the obligation of the District, which shall also be absolute and unconditional, to make payment of the principal of, premium, if any, and interest on the Bonds, but only out of the funds provided herein for such payment, to the respective Registered Owners thereof at the time and place stated herein,and subject in all cases to Section 10.05 hereof. Section 10.10 Restoration of Rights and Remedies. If the Trustee or any Registered Owner of a Bond has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason,or has been determined adversely to the Trustee or to such Registered Owner of a Bond,then and in every such case,the District,the Trustee and the Owners of the Bonds shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Owners of the Bonds shall continue as though no such proceeding had been instituted. Section 10.11 Waiver of Stay or Extension LawsError! Bookmark not defined.. TSection 10.11 o the extent that it may lawfully do so,the District covenants that it will not at any time insist upon,plead or in any manner whatsoever claim or take the benefit or advantage of any stay or extension law, whenever or wherever enacted, which may affect the covenants or the perfonnance of this Indenture. The District also covenants that it will not otherwise hinder, delay or impede the execution of any power herein granted to the Trustee. Section 10.12 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Registered Owner of any Bond to exercise any right or remedy accruing upon any Event of Default hereunder shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Registered Owners of the Bonds may be executed from time to time,and as often as may be deemed expedient,by the Trustee or by the Registered Owners of the Bonds,as the case may be. Section 10.13 Subordination of Second-Lien Bonds and Third-Lien Bonds. The Owners of the Second-Lien Bonds acknowledge and agree that the Second-Lien Bonds shall in all respects and at all times be subject to and subordinate to the First-Lien Bonds. The Owners of the Third-Lien Bonds acknowledge and agree that the Third-Lien Bonds shall in all respects and at all times be subject to and subordinate to the First- Lien Bonds and the Second-Lien Bonds. The Owners of the Second-Lien Bonds and the Third-Lien Bonds hereby acknowledge and agree that the rights and remedies of the Owners of the Second-Lien Bonds and the Third-Lien Bonds shall be subject to the terns of this Article. Until the principal or purchase price of and interest on the First-Lien Bonds have been paid in full, if there are insufficient funds available for payment of the principal or interest on the Second-Lien Bonds or the Third-Lien Bonds when due (whether at maturity, redemption, acceleration, or otherwise), an Event of Default shall not be deemed to have occurred under this Indenture.Moreover,the Trustee will not exercise any remedial action under this Indenture at the direction of such Owners of the Second-Lien Bonds or the Third-Lien Bonds until such time as all amounts with respect to First-Lien Bonds have been paid in full and will not exercise any remedial action under this Indenture at the direction of such Owners of the Third-Lien Bonds until such time as all amounts with respect to Second-Lien Bonds have been paid in full. 74 Section 10.14 Priority of Payment of Bonds. (a) Payment of principal and interest,and Redemption Price of each Series of Bonds within the First-Lien Bonds, the Second-Lien Bonds, and the Third-Lien Bonds shall be subject to (i) the priority of the deposits to be made in the applicable Bond Debt Service Funds in accordance with Article 5 and(ii) the availability of amounts on deposit in a particular Fund or Account to pay such principal and interest as set forth herein. (b) Notwithstanding any other provisions of this Indenture (except as provided in the next succeeding sentence with respect to payments of Debt Service on the Series 2021 C Bonds from Pledged Sales Taxes when due),as long as any First-Lien Bonds are Outstanding, no Event of Default shall exist or may be declared to exist with respect to the Second-Lien Bonds or the Third-Lien Bonds and the Trustee shall not declare a default with respect to the Second-Lien Bonds or the Third-Lien Bonds or otherwise enforce the provisions hereof relating to the Second-Lien Bonds or the Third-Lien Bonds. The Owners of the Second-Lien Bonds or the Third-Lien Bonds,by acceptance of their Second-Lien Bonds and Third-Lien Bonds, expressly agree and acknowledge that so long as any First-Lien Bonds remain Outstanding,(i)no payments will be due and payable on any Second-Lien Bond or any Third- Lien Bond(except with respect to payments of Debt Service on the Series 2021 C Bonds from Pledged Sales Taxes when due) if the Trustee does not hold sufficient funds in the related Bond Debt Service Funds or any other Account to make such payment which are rightfully available for transfer to the Second-Lien Bond Debt Service Fund and the Third-Lien Bond Debt Service Fund, as the case may be,(ii)no Owner of a Second-Lien Bond or a Third-Lien Bond will institute against,or join any other person in instituting against, the District any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any bankruptcy or similar law, until the date on which no First-Lien Bonds remain Outstanding, and (iii) so long as any First-Lien Bonds remain Outstanding,no default or Event of Default shall exist or may be declared to exist with respect to the Second-Lien Bonds or the Third-Lien Bonds(except with respect to Series 2021 C Bonds for the failure to pay Debt Service from Pledged Sales Taxes when due). The Owners of the Third-Lien Bonds, by acceptance of their Third-Lien Bonds, further expressly agree and acknowledge that so long as any Second-Lien Bonds remain Outstanding,no default or Event of Default shall exist or may be declared to exist with respect to the Third-Lien Bonds (except with respect to the Series 2021 C Bonds for the failure to pay Debt Service from Pledged Sales Taxes when due). (c) Upon any distribution of all or any part of the Trust Estate to any Owner (i) in the event of any insolvency or bankruptcy case or proceeding,or any receivership, liquidation,reorganization or other similar case or proceeding in connection therewith,relative to the District or its assets,(ii)in the event of any liquidation, dissolution or other winding up of the District, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, (iii) in the event of any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the District,or(iv)in any manner inconsistent with the provisions of this Section, then in any such event payment of principal and interest and Redemption Price on the Bonds shall be made, first, to the First-Lien Bonds, second, to the Second-Lien Bonds,and third,to the Third-Lien Bonds. (d) If any payments are received by any of the Owners on account of its Bonds contrary to the provisions hereof, such payments shall be held in trust by such Owners for the Trustee's benefit and shall be delivered to the Trustee in kind, to be applied to, or held as collateral for, the payment of the Bonds then entitled to be paid from such amounts. Section 10.15 Rights of Development Manager. Subject to the requirements of Section 5.05(a), so long as the Development Management Agreement has not expired or terminated and the Development Manager is not in default, subject to any applicable notice and cure periods, under the provisions of the Develo 75 pment Management Agreement, the exercise of the rights and remedies by the Trustee and the Registered Owners shall not impair the rights of the Development Manager as set forth in this Indenture. Section 10.16 Rights of Design/Builder. Subject to the requirements of Section 5.05(a) hereof, so long as the Design Build Agreement has not expired or tenninated and the Design/Builder is not in default, subject to any applicable notice and cure periods, under the provisions of the Design Build Agreement, the exercise of the rights and remedies by the Trustee and the Registered Owners shall not impair the rights of the Design/Builder as set forth in this Indenture. Section 10.17 Rights of Operator. Subject to the requirements of Section 5.05(a), so long as the Hotel Services Agreement has not expired or terminated,the exercise of the rights and remedies by the Trustee and the Registered Owners shall not impair the rights of the Operator as set forth in this Indenture and the Hotel Services Agreement. Section 10.18 Rights of Owners of Series 2021 C Bonds. Notwithstanding anything to the contrary in this Article 10,upon any nonpayment of Debt Service on the Series 2021C Bonds, the Owners of the Series 2021 C Bonds shall have the right to take any action provided by law to enforce payment of the Series 2021 C Bonds from the Pledged Sales Taxes,including any actions necessary under this Indenture to cause the District to enforce its rights to receive the transfer of the Pledged Sales Taxes for deposit into the Sales Tax Revenue Account. For avoidance of doubt, failure to transfer such Pledged Sales Taxes to the Sales Tax Revenue Account pursuant to the terns of this Indenture shall not be an Event of Default under this Indenture. Article 11 Concerning the Trustee Section 11.01 Trustee;Appointment and Acceptance of Duties. Wells Fargo Bank,N.A. is hereby appointed as Trustee. The Trustee hereby accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article 11, to all of which the District agrees and the respective Registered Owners of the Bonds agree by their acceptance of delivery of any of the Bonds. The Trustee shall be deemed to have accepted such trusts with respect to all the Bonds hereafter to be issued,but only,however, upon the terms and conditions set forth in this Indenture. The Trustee may execute any of the trusts or powers set forth herein and perform the duties required of it or imposed on it hereunder by or through attorneys,agents or receivers, and shall be entitled to advice of counsel concerning all matters of trusts and its duties herein. Section 11.02 Registrars and Other Agents; Appointment and Acceptance of Duties. (a) The District may appoint one or more Registrars to perform any of the duties and obligations imposed under this Indenture or any Supplemental Indenture, and separate appointments may be made for the Bonds of each Series. (b) Each Registrar, other than the Trustee, shall signify its acceptance of the duties and obligations imposed upon it by this Indenture or any Supplemental Indenture by executing and delivering to the District and to the Trustee a written acceptance thereof. Section 11.03 Responsibilities of the Trustee. (a) The recitals of fact herein and in the Bonds contained shall be taken as the statements of the District, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of any Bonds issued thereunder or as to the security afforded by this Indenture, and the Trustee shall not incur any liability in respect 76 thereof. The Trustee shall, however, be responsible for its representations contained in any authentication on the Bonds. The Trustee shall not be under any responsibility or duty with respect to the application of any money paid to the District or money collected by the District prior to the delivery thereof to the Trustee. The Trustee shall not be under any obligation or duty to perform any act, whether requested by the Registered Owners or otherwise, which would involve it in liability or to institute or defend any suit in respect hereof, or to advance any of its own money, unless it has been satisfactorily indemnified against such liability except liability resulting from its negligence or willful misconduct. Subject to the provisions of subsection(b)of this Section,the Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willfiil misconduct. (b) The Trustee,prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default has occurred(which has not been cured),the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise,as an ordinary person would exercise or use in the conduct of his or her own affairs. The Trustee shall not be required to take notice or be deemed to have actual notice or knowledge of any default hereunder except an Event of Default under Section 10.02(a), (b), or Uhereof, or any other default or Event of Default of which the Trustee has actual knowledge,unless a Responsible Officer of the Trustee shall be specifically notified in writing of the default by the District, the Development Manager or a Controlling Bondholder Majority. All notices or other instruments required by this Indenture to be delivered to the Trustee must,to be effective,be delivered to the designated office of the Trustee, and in the absence of the notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid. Any provision of this Indenture relating to action taken or to be taken by the Trustee or the evidence upon which the Trustee may rely shall be subject to the provisions of this Section. (c) The Trustee is not required to make any inquiry or investigation into the facts or matters stated in any resolution,certificate,statement,instrument,opinion,report,notice,request,direction,consent,order, approval,bond, debenture or other paper or document(other than to establish facial compliance with the requirements of this Indenture)but the Trustee,in its discretion,may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation,it is entitled to examine the books,records and premises of the District, in person or by agent or attorney. (d) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement,offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds,other than that provided by the Trustee. (e) The Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the non-negligent acts and actions taken on behalf of the Trustee by the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnification,together with the Trustee's right to compensation, shall survive the Trustee's resignation or removal, the discharge of this Indenture and final payment of the Bonds. (f) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. 77 (g) Promptly after receiving appropriate notification thereof, the Trustee shall be responsible for sending notifications required to be sent to the Registered Owners hereunder and requesting consents of the Registered Owners when required hereunder. (h) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering memorandum or other disclosure material distributed with respect to the Bonds,and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. (i) In no event shall the Trustee be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to lost profits), even if the Trustee has been advised of the likelihood of such damages or penalty and regardless of the form of action. (j) The Trustee shall not be liable for any error in judgment exercised in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (k) Receipt and delivery of reports or other information provided to the Trustee or otherwise publicly available does not constitute actual or constructive knowledge or notice unless the Trustee has an explicit contractual obligation to review its content or the Trustee is required to prepare or review such information or determines that the review of such report is necessary to perform its express duties under the governing agreement. Section 11.04 Evidence on Which the Trustee May Act. (a) The Trustee,upon receipt of any notice,resolution,request,consent,order,certificate,report,opinion, bond, or other paper or document furnished to it pursuant to any provision of this Indenture, shall be protected in acting upon any such instrument believed by it to be genuine and to have been signed or presented by the proper party or parties and consented to by such other parties where required. The Trustee may consult with counsel, who may or may not be counsel to the District, or any consultant, and the opinion of such counsel or consultant, if selected with due care, shall be fiill and complete authorization and protection in respect of any action taken or suffered by it under this Indenture in accordance therewith. (b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Indenture, such matter(unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized District Representative, and such certificate shall be full warrant by the District for any action taken or suffered in good faith under the provisions of this Indenture upon the faith thereof, but in its discretion, the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. (c) Except as otherwise expressly provided in this Indenture,any request,order,notice or other direction required or permitted to be furnished pursuant to any provision thereof by the District to the Trustee shall be sufficiently executed if executed in the name of the District by an Authorized District Representative. (d) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, receivers, agents or employees but shall not be answerable for the conduct of attorneys, agents and receivers who have been selected by it with reasonable care, and may in all cases pay reasonable compensation to all attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof, and the Trustee shall not be 78 responsible for any misconduct or negligence of any agent or attorney appointed with due care by it. (e) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (f) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Indenture and delivered using Electronic Means. If the District elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The District shall be responsible for ensuring that only Authorized Officers transmit disbursement instructions to the Trustee and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the District.The District understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer have been sent by such Authorized Officer. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The District agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the District; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances;and(iv)to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Section 11.05 Compensation. Compensation for all of the Trustee's services,together with its actual out-of-pocket expenses necessarily incurred, in connection with acting as Trustee hereunder including (a)an amount equal to the annual fee of the Trustee for its ordinary services rendered and ordinary expenses (including reasonable attorneys'fees and fees for authentication and delivery of the Series 2021 Bonds and for execution of the Indenture) incurred as Trustee hereunder, (b)the fees and charges of the Trustee hereunder, and (c)the reasonable fees and charges of the Trustee for extraordinary services rendered by it and for extraordinary expenses (including reasonable attorneys' fees) incurred by it hereunder, shall constitute an Operating Expense. The Trustee shall have the right to select and retain counsel of its own choosing to represent it in any such proceedings. Section 11.06 Certain Permitted Acts. The Trustee may become the Owner of any Bonds,with the same rights it would have if it were not the Trustee. To the extent permitted by law, the Trustee may act as depository for, and may permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Registered Owners or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Indenture, whether or not any such committee shall represent a Controlling Bondholder Majority. The provisions of this Section shall extend to affiliates of the Trustee. Section 11.07 Resignation of Trustee. Except as otherwise provided by a Supplemental Indenture, the Trustee may at any time resign and be discharged of the duties and obligations created by this Indenture, effective immediately upon the appointment of a successor Trustee pursuant to Section 11.09 hereof 79 by giving not less than thirty(30)days'written notice to the District and the Operator of the date it desires to resign and mailing written notice to the Registered Owners of all Bonds. Section 11.08 Removal of Trustee. The Trustee may be removed,with or without cause,at any time upon thirty(30)days' notice by an instrument or concurrent instruments in writing, filed with the Trustee,and signed by the District or its attorneys-in-fact duly authorized. Notwithstanding the foregoing, any removal of the Trustee shall not be effective until a successor Trustee has been appointed and has assumed the duties and responsibilities of successor Trustee under this Indenture. Section 11.09 Appointment of Successor Trustee. (a) In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged as bankrupt or insolvent,or if a receiver, liquidator or conservator of the Trustee, or of its property,shall be appointed,or if any public officer shall take charge or control of the Trustee, or of its property or affairs, a successor may be appointed by the District, by an instrument or concurrent instruments in writing signed and acknowledged by the District or by its attorneys-in-fact duly authorized and delivered to such successor Trustee, notification thereof being given to the Operator,the Design/Builder(until such time as the Project is completed)and the predecessor Trustee. The successor Trustee shall mail notice of the appointment of the successor Trustee to the Registered Owners of all Bonds. (b) If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within forty-five(45)days after the Trustee shall have given to the District written notice as provided in Section 11.07 hereof or after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, its removal, or for any other reason whatsoever, the Trustee(in the case of a resignation under Section 11.07 hereof)may apply to any court of competent jurisdiction to appoint a successor Trustee with all fees,costs,and expenses(including attorneys' fees and expenses) incurred in connection with such petition paid by the Trust Estate or other responsible party. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee. (c) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a bank or trust company or national or state banking association(i)duly qualified under the laws of the State to perform the duties of Trustee hereunder, and (ii)having (or whose parent holding company shall have) capital stock and surplus aggregating at least $100,000,000 and subject to supervision or examination by federal or state authority. Section 11.10 Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under this Indenture shall execute, acknowledge, and deliver to its predecessor Trustee and to the District an instrument accepting such appointment,and thereupon such successor Trustee,without any further act,deed or conveyance,shall become fully vested with all moneys,estates,properties,rights,powers,duties, and obligations of such predecessor Trustee,with like effect as if originally named as Trustee; but the Trustee ceasing to act shall nevertheless, on the written request of the District or of the successor Trustee, execute, acknowledge, and deliver such instruments of assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all rights,powers,duties and obligations in and to any property held by it under this Indenture,and shall pay over, assign, and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Should any instrument in writing from the District be required by such successor Trustee for more fully and certainly vesting in and confirming to such successor Trustee any such estates, rights,powers, and duties, any and all such instruments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged, and delivered by the District. Any such successor Trustee shall promptly notify any Registrar of its appointment as Trustee. 80 Section 11.11 Merger or Consolidation. Any bank or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business,provided such entity shall be a bank or trust company organized under the laws of any state of the United States or a national banking association,and shall be authorized by law to perform all duties imposed upon it by this Indenture,shall be the successor Trustee without the execution or filing of any paper or the performance of any further act. The successor Trustee shall mail notice to the Registered Owners of all Outstanding Bonds of the successor Trustee. Section 11.12 Adoption of Authentication. In case of the Bonds contemplated to be issued under this Indenture shall have been authenticated but not delivered,any successor Trustee may adopt the certificate of authentication of any predecessor Trustee so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the said Bonds shall not have been authenticated,any successor Trustee may authenticate such Bonds in the name of the predecessor Trustee, or in the name of the successor Trustee, and in all such cases such certificate shall have the full force which it is anywhere in said Bonds or in this Indenture provided that the certificate of the Trustee shall have Section 11.13 Indemnification. To the extent authorized by law, the District shall indemnify and hold harmless the Trustee against any and all loss, damage, claims, expense and liability arising out of or in connection with the acceptance of administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the District, any bondholder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent that such loss, damage, claim, expense or liability is determined by a court of competent jurisdiction to have been caused solely by Trustee's gross negligence or willful misconduct. Such indemnification as provided in this Section 11.13 shall survive the termination of the Indenture or the resignation or removal of the Trustee. Article 12 Supplemental Indentures; Amendments to Bond Documents Section 12.01 Supplemental Indentures and Amendments of Bond Documents Effective Without Consent of Registered Owners. The District and the Trustee may,as appropriate,from time to time and at any time, and without the consent of but with notice to Registered Owners, enter into Supplemental Indentures or any amendments to the Bond Documents as follows: (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture or in the applicable Bond Document; (b) to insert such provisions clarifying matters or questions arising under this Indenture or in the applicable Bond Document as are necessary or desirable and are not contrary to or inconsistent with this Indenture or the applicable Bond Document as theretofore in effect; (c) to grant to or confer upon the Trustee for the benefit of the Registered Owners any additional rights, remedies,powers,authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Indenture or the Bond Documents as therefor in effect; (d) to authorize Additional Bonds of a Series and, in connection therewith, to specify and determine the matters and things referred to in Section 3.03 hereof and also any other matters and things relative to such Additional Bonds which are not in conflict with this Indenture as theretofore in effect, or to amend,modify,or rescind any such authorization, specification, or determination at any time prior to the first delivery of such Additional Bonds; provided however that such 81 supplement or amendment shall be limited to the specific terms of such Additional Bonds and shall not otherwise amend this Indenture; (e) to provide limitations and restrictions in addition to the limitations and restrictions contained in this Indenture or any Supplemental Indenture or the Bond Documents on the delivery of Additional Bonds or the issuance of other evidences of indebtedness; ( to add to the covenants and agreements of the District in this Indenture or any Supplemental Indenture or the Bond Documents, other covenants and agreements to be observed by the District or the other parties thereto which are not in conflict with this Indenture or the applicable Supplemental Indentures or in the applicable Bond Document as then in effect; (g) to add to the limitations and restrictions in this Indenture or any Supplemental Indenture or the Bond Documents other limitations and restrictions to be observed by the District or the other parties thereto which are not in conflict with this Indenture or the applicable Supplemental Indenture as then in effect; (h) to confirm,as further assurance,any pledge under,and the subjection to any lien or pledge created or to be created by, this Indenture or any Supplemental Indenture, of the Trust Estate or of any other moneys, securities or funds, or to subject to the lien or pledge of this Indenture additional revenues, properties or collateral; (i) to provide for additional duties of the Trustee in connection with the Trust Estate or the Project; (j) to modify, amend or supplement this Indenture or any Supplemental Indenture in such manner as to permit, if presented,the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or under any state blue sky law; (k) to surrender any right, power or privilege reserved to or conferred upon the District by the terms of this Indenture,provided that the surrender of such right, power or privilege is not in conflict with the covenants and agreements of the District contained in this Indenture; (1) to designate Registrars for the Bonds of any Series; (m) to evidence the appointment of a succession of a new Trustee hereunder; (n) to modify,amend or supplement this Indenture or any Supplemental Indenture in order to provide for or eliminate book-entry registration of all or any of the Bonds to the extent not inconsistent with the provisions hereof; (o) to make any change(including changes to reflect any amendment to the Code or interpretations by the IRS of the Code)that does not materially adversely affect the rights of any Registered Owner; and (p) to amend a prior Supplemental Indenture in accordance with the provisions thereof. Section 12.02 Supplemental Indentures and Amendments to Bond Documents Requiring Registered Owner Consent. (a) Except as provided in Section 12.01 hereof, any modification or amendment of this Indenture or to any Bond Document and of the rights and obligations of the District and of the Registered Owners of the Bonds hereunder or thereunder, may only be made by a Supplemental Indenture or an amen 82 dment to the applicable Bond Document, in each instance with the written consent of a Controlling Bondholder Majority;provided that in any event: (i) No such modification or amendment shall permit (A) the extension of the fixed maturity of any Bond, reduce the amount of principal thereof or the rate of interest thereon, extend the time of payment thereof or alter the redemption provisions thereof,without the consent of the Owner of each Bond so affected, (B) any pledge of, or the creation of any lien on, security interest in or charge or other encumbrance upon the assets pledged under this Indenture prior to or on a parity with the pledge contained in, and the lien and security interest created by, this Indenture or deprive the Owners of the pledge contained in, and the lien and security interest created by,this Indenture,except as expressly provided in this Indenture,without the consent of the Owners of all of the Bonds then Outstanding, or (C) modify or amend this Section without the prior written consent of the Owners of all Bonds then Outstanding; and (ii) No modification, supplement or amendment to the Indenture or any other Bond Document shall modify or otherwise affect the rights or interest of the Owners of the Third-Lien Bonds without the written consent of a Class Majority of the Third-Lien Bonds. (b) The Trustee may in its discretion determine whether or not, in accordance with the foregoing powers of amendment, Bonds of any particular Class or Series or maturity would be affected by any modification or amendment of this Indenture or an amendment to the applicable Bond Document and any such determination shall be binding and conclusive on the District and all Registered Owners.The Trustee shall not be obligated to enter into any amendment or supplement that adversely impacts its rights,duties or immunities. Section 12.03 Consent of Registered Owners. (a) The District and the Trustee,as applicable,may at any time enter into a Supplemental Indenture or an amendment to the applicable Bond Document making a modification or amendment permitted by the provisions of Section 12.02 hereof, to take effect when and as provided in this Section. The form of such Supplemental Indenture or amendment to a Bond Document, together with a request to Registered Owners for their consent thereto in form satisfactory to the Trustee, shall be delivered to the Owners of the Bonds in accordance with the terms hereof. (b) Any action requiring the consent of all or any of the Owners will be effective when: (1) There shall have been filed with the Trustee the written consent of the District, and the Operator(to the extent required under the Hotel Services Agreement); (ii) The Owners of the percentages of Outstanding Bonds specified in Section 11.02 hereof required to consent to such amendment have provided consent to the Trustee as documented to the reasonable satisfaction of the Trustee,and (iii) There shall have been filed with the Trustee an opinion of Bond Counsel, in form and substance satisfactory to the Trustee,stating that such Supplemental Indenture or amendment has been duly and lawfully entered into by the District in accordance with the provisions of this Indenture,and is authorized or pennitted by this Indenture,is valid and binding upon the District and enforceable in accordance with its terms,is in accordance with this Indenture and will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Tax-Exempt Bonds;provided,however,that such opinion may take exception for limitations imposed by or resulting from bankruptcy, 83 insolvency,moratorium,reorganization or other laws affecting creditors'rights generally and principles of government law and equity. (c) At any time after the Registered Owners of the required percentages of Bonds shall have filed their consents to the Supplemental Indenture or amendment to a Bond Document, the Trustee shall make and file with the District a written statement that the Registered Owners of such required percentages of Bonds have filed such consents. Such written statement shall be conclusive that such consents have been so filed or deemed to have been so filed. Upon receipt of the requisite consents or deemed consents, filing of the written statement of the Trustee required hereunder and the execution of such amendment by the parties thereto,notice,stating in substance that the Supplemental Indenture(which may be referred to as a Supplemental Indenture entered into by the District and the Trustee as of a stated date, a copy of which is on file with the Trustee)or other amendment to the Bond Documents has been consented or deemed consented to by the Registered Owners of the required percentages of Bonds and will be effective as provided in this Section,shall be given to Registered Owners by mailing such notice to Registered Owners immediately thereafter by Trustee. Proof of the mailing of such notice shall be filed with the Trustee. A record,consisting of the papers required or permitted by this Section to be filed with the Trustee, shall be proof of the matters therein stated. Such Supplemental Indenture or amendment to a Bond Document making such amendment or modification shall be deemed conclusively binding upon the District, the Trustee and the Registered Owners of all Bonds after the filing with the Trustee of the proof of the mailing of such last mentioned notice,except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Indenture or amendment to a Bond Document in a legal action or equitable proceeding for such purpose commenced prior to such mailing; provided,however, that the Trustee and the District prior to such mailing and any such further period during which any such action or proceeding may be pending shall be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture or amendment to a Bond Document as they may deem expedient. Section 12.04 Amendment of Particular Bonds. The provisions of this Article shall not prevent any Registered Owner from accepting any amendment as to the particular Bonds held by such Registered Owner,provided that due notation thereof is made on such Bonds. Section 12.05 Exclusion of Bonds. Bonds owned or held by or for the account of the District shall not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Bonds provided for in this Article,and the District shall not be entitled with respect to such Bonds to give any consent or take any other action provided in this Article. At the time of any consent or other action taken under this Article,the District shall furnish the Trustee a certificate of an Authorized District Representative,upon which the Trustee may rely, describing all Bonds so to be excluded. Section 12.06 General Provisions. (a) This Indenture and the other Bond Documents shall not be modified or amended in any respect except as provided in and in accordance with and subject to provisions of this Article. (b) Any Supplemental Indenture or amendment to a Bond Document referred to and permitted or authorized by Section 12.01 hereof may be entered into by the District and the Trustee,as applicable, without the consent of any of the Registered Owners, but shall become effective only (i)after the parties thereto have duly executed such Supplemental Indenture or Bond Document, (ii) following written notice of the proposed supplement or amendment provided to the Registered Owners and(iii) if such Supplemental Indenture or amendment meets the conditions, and to the extent provided, in Section 12.01 hereof. Prior to entering into any Supplemental Indenture or amendment to a Bond Document, the Trustee shall receive an opinion of Bond Counsel, in form and subs 84 tance satisfactory to the Trustee, stating that such Supplemental Indenture or amendment to a Bond Document has been duly and lawfully entered into by the District in accordance with the provisions of this Indenture, is authorized or permitted by this Indenture, and is valid and binding upon the District,and will not be materially adverse to the interests of the Registered Owners or adversely affect the exclusion from gross income for federal income tax purposes of any interest on the Tax-Exempt Bonds. In addition, prior to entering into any Supplemental Indenture in accordance with Section 12.01(o hereof, the Trustee shall receive written confirmation from the rating agency that such Supplemental Indenture will not adversely affect the then-current underlying rating on the Bonds. (c) It shall not be necessary for the required percentage of Owners of Bonds to approve the particular form of any proposed Supplemental Indenture or other amendment or agreement, but it shall be sufficient if such act shall approve the substance thereof. Section 12.07 Notation on Bonds. Bonds authenticated and delivered after the effective date of any action taken as provided in this Article may, and, if the Trustee so determines shall, bear a notation by endorsement or otherwise in form approved by the Trustee as to such action, and in that case upon demand of the Registered Owner of any Bond Outstanding at such effective date and presentation of his Bond for the purpose at the designated office of the Trustee responsible for transferring Bonds or upon any transfer of any Bond Outstanding at such effective date, suitable notation shall be made on such Bond or upon any Bond issued upon any such transfer by the Trustee as to any such action. If the Trustee shall so determine, new Bonds so modified as directed by the Trustee to conform to such action shall be prepared, authenticated and delivered, and upon demand of the Registered Owner of any Bond Outstanding shall be exchanged, without cost to such Registered Owner, for Bonds Outstanding,upon surrender of such Bonds, for Bonds of the same Series and maturity then Outstanding. Section 12.08 Consent of Operator. The District will not amend this Indenture in any manner that could have a materially adverse effect on any of Operator's rights, recourses,remedies, entitlements,benefits, liabilities, burdens or obligations under the Hotel Services Agreement, the Control Agreement or this Indenture, without the written consent of Operator. The District may enter into amendments or supplements to this Indenture without the prior written consent of Operator for the purpose of issuing any Additional Bonds pursuant to Section 3.03 of this Indenture and any subordinate bonds, subject to the requirements of this Indenture as well as for any reason permitted pursuant to Section 12.01 of this Indenture; provided, however, that any such amendments or supplements to the Indenture do not in any way amend or modify the Hotel Services Agreement,Section 5.06 of the Indenture,"Flow of Funds",or otherwise amend or modify any other terms under this Indenture that would have a materially adverse effect on the Operator, the Hotel Services Agreement or the Hotel operations as described in the Hotel Services Agreement. The District will provide Operator with a copy of any executed amendment or supplement to this Indenture, but failure to do so shall not constitute a "Default" or an "Event of Default" under the Hotel Services Agreement solely as to the District's obligation to provide such notice. Article 13 Casualty; Condemnation Section 13.01 Damage or Destruction. If at any time while the Bonds are Outstanding,the Project or any part thereof shall be damaged or destroyed by any Casualty, then the District shall immediately secure or cause to be secured the area of damage or destruction to safeguard against injury to persons or property and, promptly thereafter, remediate any hazard and restore the Premises and the Project thereon to a presentable condition whether by repair or by demolition,removal of debris,and screening from public view. The District shall, to the extent allowed by a Legal Requirement, promptly commence and thereafter proceed with reasonable diligence (subject to a reasonable time allowance for the purpose of adjusting the insurance loss and subject to Force Majeure Delay) to repair, restore, replace or rebuild the Pr 85 oject as nearly as practicable to a condition substantially equivalent to that existing immediately prior to such damage or destruction, in accordance with applicable provisions of this Indenture, subject, however, to the District's option to raze the Project as set forth in Section 13.04 hereof. Such repair, restoration,replacement or rebuilding, including temporary repairs for the protection of other property pending the completion of any such work, remediation of hazards and restoration of the Premises and the Project to a presentable condition or any demolition and debris removal required are sometimes referred to in this Article as the"Casualty Repair Work". Section 13.02 Insurance Proceeds. (a) Requirements for Disbursement. Insurance proceeds paid pursuant to the policies of insurance required under Article 11 of the Design Build Agreement or Article XIV of the Hotel Services Agreement for loss of or damage to the Project (herein sometimes referred to as the "Insurance Proceeds"), shall be deposited to the credit of the Insurance and Condemnation Proceeds Fund and shall be paid and delivered to the Persons specified in Section 12.03 hereof. Except as provided in subsections(b)and(c)below, Insurance Proceeds delivered to the Insurance Trustee shall be applied to the payment of the costs of the Casualty Repair Work and shall be paid out to or for the account of the District from time to time as such Casualty Repair Work progresses. The Insurance Trustee shall make such payments or disbursements of such Insurance Proceeds upon the request from the District when accompanied by a certificate dated not more than fifteen(15)calendar days prior to such request, signed by an Authorized District Representative,and,to the extent an architect is reasonably required to be retained with respect to the nature of the Casualty Repair Work being performed,by a qualified design professional in charge of the Casualty Repair Work selected by the District, setting forth the following: (i) That the sum then requested either has been paid by the District or is due to contractors, subcontractors, materialmen, architects, engineers or other Persons who have rendered services or furnished materials in connection with the Casualty Repair Work, giving a reasonably detailed description of the services and materials and the several amounts so paid or due; and (ii) That except for the amount stated in such certificate to be due (or except for statutory or contractual retainage not yet due and payable),there is no outstanding indebtedness for such Casualty Repair Work known to the Persons signing such certificate which is then due to Persons being paid,after due inquiry. Insurance Proceeds paid or disbursed to the District, whether from the Insurance Trustee,the distribution of any insurance policies or otherwise,shall be held by the District in trust for the purposes of paying the cost of the Casualty Repair Work and shall be applied by the District to such Casualty Repair Work or otherwise in accordance with the terms of this Section 12.02. Notwithstanding anything herein to the contrary, all payments made from the Insurance and Condemnation Proceeds Fund shall be presumed by the Insurance Trustee to be made for the purposes certified in said written requests, and the Insurance Trustee shall not be required to see to the application of any payments made from the Insurance and Condemnation Proceeds Fund or to inquire into the purposes for which withdrawals are being made from the Insurance and Condemnation Proceeds Fund. The Insurance Trustee shall not be bound to make an investigation into the facts or matters stated in any written request. (b) Disbursements for Work Performed. Upon compliance with subsection (a) above, the Insurance Trustee shall, out of the Insurance Proceeds and the Casualty Shortfall Funding, pay or cause to be paid to the District or to the Persons named in the certificate the respective amounts stated therein to have been paid by the District or to be due to such Persons, as the case may be. The distribution 86 of funds out of the Insurance Proceeds for Casualty Repair Work shall not constitute or be deemed to constitute(i)an approval or acceptance by the District of the relevant Casualty Repair Work or(ii)a representation or indemnity by the District or any other Person against any deficiency or defects in such Casualty Repair Work or against any breach of contract. (c) Disbursements of Excess Proceeds. If the Insurance Proceeds (and other funds, if any, including the Casualty Shortfall Funding) received by the Insurance Trustee shall exceed the entire cost of the Casualty Repair Work,the Insurance Trustee shall pay the amount of any such excess proceeds to the District. Any such excess proceeds delivered to the District shall be considered to be a portion of Gross Operating Revenues. (d) Insufficient Funds; Payment by the District. In the event of a Casualty for which the Insurance Proceeds are to be distributed to the Insurance Trustee pursuant to Section 13.03(b), within five (5) Business Days after the first distribution of any Insurance Proceeds to the Insurance Trustee in accordance with the terms hereof and following the earlier to occur of (i) final settlement of the District's insurance claim related to such Casualty or(ii)the entry of a final non-appealable judgment disposing of the District's insurance claim related to such Casualty, the District shall deposit with the Insurance Trustee an amount sufficient to cover any difference between the reasonably anticipated costs of the Casualty Repair Work and the amount of the Insurance Proceeds which will be deposited with the Insurance Trustee(a"Casualty Shortfall Funding"). Without limiting the Insurance Trustee's obligations under subsection (b) above, as Casualty Repair Work progresses, the District shall be obligated to pay for all costs and expenses of any such Casualty Repair Work that are not covered by Insurance Proceeds or for which Insurance Proceeds are inadequate. (e) Business Interruption Insurance. The District shall obtain or otherwise provide business interruption insurance in accordance with the Hotel Services Agreement by the Opening Date (as defined in the Hotel Services Agreement). Proceeds paid pursuant to the business interruption policies obtained or otherwise provided by the District shall be paid to the Operator in accordance with the terms of Section 14.3 of the Hotel Services Agreement. Section 13.03 Proceeds of Insurance; Insurance Trustee. The Insurance Proceeds shall be payable to: (a) Provided that no Event of Default then exists, the District, in the case of any particular Casualty resulting in damage involving a reasonably estimated cost of repair of less than $250,000, which Insurance Proceeds shall be received by the District in trust for the purpose of paying the cost of restoration as required by Section 13.02; or (b) The Insurance Trustee, (i) in the case of any particular Casualty resulting in damage involving a reasonably estimated cost of repair of more than$250,000 or(ii)in the event an Event of Default then exists,which Insurance Proceeds are to be held and disposed of pursuant to,and under the conditions set forth, in Section 13.02. The District agrees that the initial Insurance Trustee and any subsequent Insurance Trustees shall not be removed or replaced unless and until (y)the Insurance Trustee receives notice of such removal and replacement and the identity of the successor Insurance Trustee at least thirty (30) calendar days prior to the effective date of any such removal or replacement of the then existing Insurance Trustee and (z)prior to the effective date of any such removal or replacement of the Insurance Trustee, the successor Insurance Trustee shall deliver to the District any notice and agreement required. The District shall pay all of the fees,costs and expenses of the Persons from time to time serving as Insurance Trustee. 87 Section 13.04 Option to Terminate. (a) Damage or Destniction of Substantially All of the Project. In the event that either(1) Substantially All of the Project shall be damaged or destroyed by Casualty at any time while the Bonds are Outstanding or(2)any portion of the Project shall be damaged or destroyed by Casualty at any time while the Bonds are Outstanding and the Legal Requirements then applicable to the Premises do not permit the restoration of the Project so as to complete a tenantable building and an economically viable convention center hotel, then the District may, at its option(exercised with reasonable promptness in the circumstances, but in all events within 240 calendar days after such Casualty) and subject to the terms of the Hotel Services Agreement, terminate Transaction Documents by providing a termination notice to the Trustee of the occurrence of such Casualty,and by satisfying each of the following,which shall be conditions precedent to the effectiveness of any such tenmination service notice upon the Trustee within such period setting forth the District's election to terminate the Transaction Documents as a result of such Casualty. First,as of the end of the calendar month in which such notice is received by the Trustee,the District shall deposit,or cause to be deposited,with the Trustee,whether pursuant to Insurance Proceeds or otherwise, an amount which is no less than the amount of outstanding Debt Service due with respect to the Bonds as of the date of termination hereafter,upon the service of such notice and the making of such payments within the period aforesaid,the Transaction Documents shall cease as of the end of the calendar month in which such notice is received by the Trustee. Failure to terminate the Transaction Documents within said 240 calendar day period shall constitute an election by the District to not exercise its option to cause the Bonds to no longer be Outstanding and to proceed with the construction and completion of new replacement Project in a manner consistent with the terms of the Design Build Agreement or the operation of the Hotel in a manner consistent with the Hotel Services Agreement. (b) Application of Insurance Proceeds; Excess Proceeds. In the event the Transaction Documents shall be terminated or the Hotel Improvement shall be razed pursuant to the provisions of subsection (a) above, Insurance Proceeds payable with respect to demolition or debris removal shall be used for that purpose and,until so used for that purpose,shall be held in trust by the Insurance Trustee and none of the excess Insurance Proceeds, if any,payable in respect of such damage or destruction (the "Excess Proceeds")shall be payable to the District but shall be held by the Insurance Trustee and paid to,and shall be the property of, the District, after(i)paying all principal, premium, and interest Outstanding under the Bonds, if any, (ii)paying the costs of razing the Project and clearing the Premises of debris in accordance with this Article and (iii)causing all Mechanics' Liens arising out of work performed with respect to the Premises or the Project to be released from the Premises. (c) Definition of Substantially all of the Project. For the purposes of this Section 13.04, "Substantially All of the Project" shall be deemed to be damaged or destroyed by Casualty if the cost of repairing or restoring the damaged or destroyed portion of the Project for the Permitted Uses for which the Project are being used immediately prior to such Casualty will exceed(i) if such damage or destruction occurs prior to the final five(5)years prior to the stated maturity of the Bonds then Outstanding, ten percent (10%) of the fair market value of all of the Project immediately prior to such Casualty or(ii) if such damage or destruction occurs during the final five(5) years prior to the stated maturity of the Bonds then Outstanding,the cost of razing the Project pursuant to this Section 13.04. Section 13.05 Condemnation of All or Substantially All. (a) Condemnation of Substantially All of the Premises and the Project. If at any time while the Bonds are Outstanding,title to the whole of the Premises and the Project or Substantially All of the Premises and Project shall be taken in a Condemnation Action (or conveyed in lieu of any such 88 Condemnation Action),other than for a temporary use or occupancy that is for one(1)year or less in the aggregate,subject to the terms of the Hotel Services Agreement,the Transaction Documents shall terminate and expire on the date of such taking(or conveyance). (b) Condemnation Aivard. In the event of a Condemnation Action relating to the taking of the whole of the Premises and the Project or Substantially All of the Premises and Project, all sums, amounts or other compensation for the Project and the Premises(herein referred to as the"Condemnation Award") shall be paid to the Condemnation Trustee and distributed as follows in the following order of priority: (i)paying the amount of outstanding principal,premium,and accrued interest and all other sums then due with respect to the Bonds, (ii)paying to the District, as applicable and based on who performs, the costs of razing the Project and clearing the Premises of debris in accordance with this Indenture. The District agrees that the initial Condemnation Trustee and any subsequent Condemnation Trustees shall not be removed or replaced unless and until(i)the Condemnation Trustee receives notice of such removal and replacement and the identity of the successor Condemnation Trustee at least thirty (30) calendar days prior to the effective date of any such removal or replacement of the then existing Condemnation Trustee and (ii)prior to the effective date of any such removal or replacement of the Condemnation Trustee, the successor Condemnation Trustee shall deliver to the District the notice and agreement required in the definition of Condemnation Trustee. The District shall pay all of the fees, costs and expenses of the Person from time to time serving as Condemnation Trustee. (c) Definition of Substantially All of the Premises and the Project and Condemnation Proceedings. For purposes of this Article, "Substantially All of the Premises and the Project" shall be deemed to have been taken if,by reason of the taking of title to the Premises and the Project or any portion thereof by Condemnation Action (whether a permanent taking or a temporary taking that is for one (1) year or more in the aggregate) in the District's reasonable business judgment (i)the untaken portion cannot (taking into account the amount of the Condemnation Award available for restoration) be practically and profitably used or converted, due to economic conditions, physical constraints, Governmental Rules, provisions or requirements of any insurance policy required to be maintained by the District, or the terms, conditions, covenants and restrictions in any documents or instruments of record or this Indenture or any other Project Documents, for use for the purposes for which the Premises and the Project are being used immediately prior to such taking or (ii)the portion of the Project taken by Condemnation Actions exceeds twenty-five percent(25%)of the fair market value of the entire Project immediately prior to the Condemnation Action. For purposes of this Article,the term"Condemnation Action"shall include a taking by any Governmental Authority(or other Person with power of eminent domain) by exercise of any right of eminent domain or by appropriation and an acquisition by any Governmental Authority(or other Person with power of eminent domain)through a private purchase in lieu thereof, but shall not include the dedication of any portion of the Project necessary to obtain building permits or to comply with any other applicable Governmental Rule respecting the construction of the Project. Section 13.06 Condemnation of Part. In the event of condemnation of less than the whole of the Premises and the Project or less than Substantially All of the Premises and the Project,the following provisions shall apply: (a) Payment of Condemnation Award. The Condemnation Award (including all compensation for the damages, if any, to the parts of the Premises and the Project not so taken, that is, damages to the remainder) shall be paid to the Condemnation Trustee as follows: (i)paying the costs of repairing, restoring or replacing the remaining portion of the Premises and the Project to the condition required by subsection(b)below and causing all Mechanics' Liens arising out of work performed with respect to the Premises or the Project by, or in satisfaction of any obligation of, the District hereunder to be released from the Premises, (ii)paying the amount of outstanding principal, 89 premium, and accrued interest and all other sums then due with respect to the Bonds,and(iii)paying any remainder of the Condemnation Award to the District to be applied by depositing such amount to the Revenue Fund. (b) Restoration of the Premises and Project. Following such Condemnation Action and the Condemnation Trustee's receipt of the portion of the Condemnation Award required to be paid in order for the Governmental Authority undertaking such Condemnation Action to obtain possession of the Premises in question, the District shall, with reasonable diligence (subject to Force Majeure Delay), commence and thereafter proceed to repair, alter and restore the remaining part of the Premises and the Project to substantially their former condition to the extent that the same may be feasible and so as to constitute a complete hotel complex usable for its intended purposes to the extent practicable and permitted by applicable Governmental Rules. Such repairs, alterations or restoration, including temporary repairs,for the protection of other property pending the completion of any part thereof,are sometimes referred to in this Article as the"Condemnation Work". (c) Insufficient Funds; Payinent by the District. Within five (5) Business Days after the delivery to the Condemnation Trustee of the portion of the Condemnation Award required to be paid in order for the Governmental Authority undertaking such Condemnation Action to obtain possession of the Premises in question, the District shall deposit with the Condemnation Trustee an amount sufficient to cover any difference between the reasonably anticipated cost of the Condemnation Work and the amount of such Condemnation Award which has been distributed to the Condemnation Trustee, as applicable. Without limiting the Condemnation Trustee's obligations under subsection (a) above, as the Condemnation Work progresses, the District shall be obligated to pay for all costs and expenses of any such Condemnation Work that are not covered by the Condemnation Award or for which the Condemnation Award is inadequate. Section 13.07 Condemnation Proceedings. The District shall have the right,at its own expense,to appear in any Condemnation Action and to participate in any and all hearings, trials and appeals therein. In addition,notwithstanding anything to the contrary contained in this Indenture,the District shall have the right to claim, prove and receive in the Condemnation Action or proceeding any award allowed for the District's separate property or damage to or relocation costs of the District's business. Section 13.08 Notice of Condemnation. In the event the District shall receive notice of any proposed or pending Condemnation Action affecting the Premises or the Project, the party receiving such notice shall promptly notify the other party hereto. Section 13.09 Condemnation by the City. The provisions of this Article for the allocation of any Condemnation Awards are not intended to be, and shall not be construed or interpreted as, any limitation on or liquidation of any claims or damages (as to either amount or type of damages) of the District against the City in the event of a condemnation by the City of any portion or all of the Project. Article 14 Miscellaneous Provisions Section 14.01 Successor is Deemed Included in all References to Predecessor. Whenever in this Indenture either the District or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained required hereby to be performed by or on behalf of the District or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. 90 Section 14.02 Limitation of Rights. With the exception of rights herein expressly conferred on the District,nothing in this Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any Person other than the Trustee,the District and the Owners,any legal or equitable right,remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained, and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Trustee,the District and the Owners. Section 14.03 Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the District of any Bonds, the Trustee shall, in lieu of such cancellation and delivery, destroy such Bonds. Section 14.04 Evidence of Signatures of Registered Owners and Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which this Indenture may require or permit to be signed and executed by the Registered Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Registered Owners in person or by their attorneys duly appointed in writing. Proof of the execution of any such instrument,or of an instrument appointing any such attorney,shall be sufficient for any purpose of this Indenture(except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Trustee, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable: (i) The fact and date of the execution by any Registered Owner or his attorney of such instruments may be proved by a guarantee of the signature thereon by a bank or trust company or member of a national securities exchange or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation,association or partnership,such signature guarantee,certificate or affidavit shall also constitute sufficient proof of his authority. (ii) The amount of Bonds transferable by delivery held by any Person executing any instrument as a Registered Owner, the date of his holding such Bonds, and the numbers and other identification thereof, may be proved by a certificate, which need not be acknowledged or verified, in form satisfactory to the Trustee, executed by the Trustee or by a member of a financial firm or by an officer of a bank, trust company, insurance company or financial corporation or other depository wherever situated, showing at the date mentioned that such Person exhibited to such member or officer or had on deposit with such depository the Bonds described in such certificate. Such certificate may be given by a member of a financial firm or by an officer of any bank, trust company, insurance company or financial corporation or depository with respect to Bonds owned by it, if acceptable to the Trustee. In addition to the foregoing provisions,the Trustee may from time to time make such reasonable regulations as it may deem advisable permitting other proof of holding of Bonds transferable by delivery. (b) The ownership of Bonds and the amount, numbers and other identification, and date of holding the same shall be provided by the Registrar. (c) Any action,consent or approval by the Registered Owner of any Bond shall bind all future Registered Owners of such Bond in respect of anything done or suffered to be done by the District or the Trustee in accordance herewith. 91 Section 14.05 Money Held for Particular Bonds. Subject to the provisions of Section 14.07 hereof, the amounts held by the Trustee for the payment of the interest or principal or Redemption Price due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Registered Owners of the Bonds entitled thereto. Section 14.06 Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times upon reasonable notice to the inspection of the District, and any Registered Owner and their agents and their representatives,any of whom may make copies thereof at the expense of the party so requesting. Section 14.07 Failure to Present Bonds. Anything in this Indenture to the contrary notwithstanding, but subject to any applicable escheat or unclaimed property laws of the State of Texas,any money held by the Trustee in trust for the payment and discharge of any of the Bonds which remains unclaimed for such period of time,after the date when such Bonds have become due and payable,either at their stated maturity dates or by call for earlier redemption or by acceleration or otherwise,that the Registered Owner thereof shall no longer be able to enforce the payment thereof, the Trustee shall at the written request of the District received at least ten(10)days prior to the expiration and/or running of any applicable escheat or unclaimed property laws,pay such money to the District as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Registered Owners shall look only to the District for the payment of such Bonds; provided, however, that before being required to make any such payment to the District, the Trustee shall, at the written direction and expense of the District, cause to be mailed to the Registered Owners of the Bonds entitled to such money,a notice that such money remains unclaimed and that, after a date named in said notice at the District's written direction,which date shall be not less than thirty(30) days after the date of the mailing of such notice,the balance of such money then unclaimed will be returned to the District. Section 14.08 Severability of Invalid Provisions. If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid,illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The District hereby declares that it would have entered into this Indenture and each and every other Section, subsection, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, subsections, paragraphs,sentences,clauses or phrases of this Indenture may be held illegal, invalid or unenforceable. Section 14.09 Parties Interested HereinError! Bookmark not defined.. NSection 14.09 othing in this Indenture or any Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any Person, other than the District, the Trustee, the Registered Owners of the Bonds, the City, the Operator,the Design/Builder and the Development Manager any right,remedy or claim under or by reason of this Indenture or any Supplemental Indenture or any covenant, condition or stipulation hereof or thereof,and all the covenants,stipulations,promises and agreements in this Indenture and each Supplemental Indenture contained by and on behalf of the District shall be for the sole and exclusive benefit of the District, the Trustee, the Registered Owners of the Bonds, the City, the Operator, the Design/Builder and the Development Manager thereunto appertaining; provided that to the extent that this Indenture confers upon or gives or grants to the Development Manager, the Operator,the Design/Builder, the City any right or claim or imposes on any such party any obligation or results in a remedy affecting any such party due to an action or omission of the District under or by reason of this Indenture, the Development Manager, the Operator, the Design/Builder,and the City each is hereby expressly recognized as being a third-party beneficiary hereunder and, as a third-party beneficiary of this Indenture, each shall have all rights, remedies and reco 92 urses available as if it were a party to and signatory of this Indenture, including, without limitation, the right by mandamus or other suit, action or proceeding at law or in equity to require the Trustee or the District to perform its covenants, representations, duties, obligations and other agreements with respect to the Development Manager,the Operator,the Design/Builder,or the City under this Indenture or the Hotel Services Agreement, as applicable; by action or suit in equity to enjoin any omissions, act or things which may be unlawful or in violation of any of the rights of the Development Manager,the Operator,the Design/Builder or the City; and take such other steps to protect and enforce the rights of each such party whether by action,suit or proceeding in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy, including, but not limited to, an action for specific performance. No remedy herein conferred upon or reserved to the Development Manager, the Operator, the Design/Builder or the City is intended to be exclusive of any other available remedy or remedies,but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder,any Transaction Documents now or hereafter existing at law or in equity or by statute or otherwise. The parties hereto acknowledge and agree that the inclusion of the aforesaid third-party beneficiary rights conferred hereunder to the Development Manager, the Operator, the Design/Builder and the City and the intentions of the parties hereto to permit and grant same are a material inducement to the Development Manager,the Operator,the Design/Builder, and the City entering into the Transaction Documents to which each is a party. Section 14.10 No Recourse on the Bonds. No recourse shall be had for the payment of the principal, Redemption Price of or interest on the Bonds or for any claim based thereon or for any other obligation under this Indenture or on any Supplemental Indenture against any officer or employee of the District or the Trustee or any person executing or authenticating the Bonds. Section 14.11 No Individual Liability. NOTWITHSTANDING ANY OTHER PROVISIONS OF OR INFERENCES IN THIS INDENTURE OR ANY OTHER TRANSACTION DOCUMENT, NO COVENANT OR AGREEMENT CONTAINED IN THE BONDS, THIS INDENTURE OR ANY SUPPLEMENTAL INDENTURE OR ANY OTHER TRANSACTION DOCUMENT SHALL BE DEEMED TO BE THE COVENANT OR AGREEMENT OF ANY MEMBER OF THE BOARD OR ANY OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF THE DISTRICT, THE CITY, THE DEVELOPMENT MANAGER, THE DESIGN/BUILDER, THE OPERATOR OR THE TRUSTEE, AND NONE OF THE OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE DISTRICT, THE CITY, THE DEVELOPMENT MANAGER,THE OPERATOR OR THE TRUSTEE NOR ANY PERSON EXECUTING OR AUTHENTICATING THE BONDS SHALL BE PERSONALLY LIABLE THEREON OR BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE ISSUANCE THEREOF, WHETHER BY VIRTUE OF ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW,OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY,OR OTHERWISE,ALL SUCH LIABILITY BEING EXPRESSLY RELEASED AND WAIVED AS A CONDITION OF AND IN CONSIDERATION FOR THE EXECUTION OF THIS INDENTURE, ANY SUPPLEMENTAL INDENTURE AND THE ISSUANCE OF THE BONDS. Section 14.12 Indenture and Supplemental Indentures to Constitute Contracts. In consideration of the purchase and acceptance of any and all of the Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Indenture and each Supplemental Indenture shall be deemed to be and shall constitute a contract among the District,the Trustee and the Registered Owners of the Bonds,and as provided in Section 14.09 herein, the Development Manager, the Design/Builder, the Operator and the City shall be considered a third-party beneficiary of this Indenture and each Supplemental Indenture to the extent set forth in such Section 12.06 herein;and the pledge made in this Indenture and the covenants and agreements herein and therein set forth to be performed by or on behalf of the District shall be for the equal benefit, protection and security of the Registered Owners of any and all of the Bonds: 93 Section 14.13 Notice. Any notice, demand, direction, request, or other instrument authorized or required by this Indenture to be given to or filed with the District, the Development Manager, the City, the Operator or the Trustee shall be deemed to have been given only upon receipt. Any notice shall be sent by electronic mail, registered or certified mail or by overnight delivery,postage prepaid,to the address specified below or,to such other address as may be designated in writing by the parties: District: Baytown Municipal Development District 2401 Market St. Baytown,TX 77520 Attn: President with a copy to: Winstead PC 401 Congress Ave., Suite 2100 Austin,TX 78724 Attn: David Dawson ddawson@winstead.com Trustee: Wells Fargo Bank,N.A. 1445 Ross Avenue,Floor 43 Dallas,TX 75202 Attn: Corporate Trust Services Phone: 469-729-7617 Email: Sandra.adrian@welIsfargo.com And Wells Fargo Bank,National Association CTSO Mail Operations Attn: Corporate Trust Services MAC: N9300-070 600 South 41h Street, 711,Floor Minneapolis,MN 55415 Development Garfield Public/Private LLC Manager: 14785 Preston Road Suite 480 Dallas,Texas 75254 Attn: Greg Garfield, President greg.g@garfieldpublicprivate.com with a copy to: Garfield Public/Private LLC 14785 Preston Road Suite 480 Dallas,Texas 75254 Attn: Daniel Hennessy, Esq. dan.h@garfieldpublicprivate.com Design/Builder: DPR Construction 3200 Southwest Freeway Suite 1550 Houston,TX 77027 94 with a copy to: Operator: Hyatt Corporation 150 North Riverside Plaza Chicago, IL 60606 Attn: General Counsel Email: Office.of.General.Counsel Counsel@hyatt.com with a copy to: Hyatt Corporation 150 North Riverside Plaza Chicago, Illinois 60606 Attn: EVP, Group President—Americas Cam: City of Baytown 2401 Market Street Baytown,TX 77520 Attn: City Manager citymanager@baytown.org with copies to: City of Baytown General Counsel's Office 2401 Market Street Baytown,Texas 77520 legal@baytown.org Winstead PC 401 Congress Ave., Suite 2100 Austin,TX 78724 Attn: David Dawson ddawson@winstead.com Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if given by courier or delivery service or if personally served or delivered, upon delivery, (b) if given by telecopier, upon the sender's receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail,return receipt requested,deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, or (d) if given by any other means, upon delivery at the address specified in this Section. Section 14.14 Business Days. If the date for making any payment or the last date for performance of any act or the exercising of any right,as provided in this Indenture shall not be a Business Day,such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Indenture and,unless otherwise specifically provided in this Indenture,no interest shall accrue for the period from and after such nominal date. Section 14.15 Electronic Storage. The parties hereto agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim,action or suit in the appropriate court of law. 95 Section 14.16 Governing Law; Jurisdiction; Venue. This Indenture and each Supplemental Indenture shall be governed in all respects, including validity, interpretation and effect, by, and shall be enforceable in accordance with, the laws of the State without regard to conflict of laws provisions. Notwithstanding any provision to the contrary herein, all claims of whatever character arising out of this Indenture,or under any statute or common law relating in any way,directly or indirectly,to the subject matter hereof or to the dealings between the District and any other party hereto, if and to the extent that such claim potentially could or actually does involve the District,shall be brought in any state or federal court of competent jurisdiction located in Harris County, Texas. By executing and delivering this indenture, each party hereto irrevocably (a) accepts generally and unconditionally the exclusive jurisdiction and venue of such courts, (b) waives any defense of forum non conveniens, and(c)agrees not to seek removal of such proceedings to any court or forum other than as specified above. Section 14.17 Counterparts. This Indenture may be signed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,and all such counterparts shall together constitute but one and the same instrument. Section 14.18 Patriot Act. The parties hereto acknowledge that in accordance with the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, the Trustee in order to help fight the funding of terrorism and money laundering, is required to obtain,verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties hereby agree that they shall provide the Trustee with such information as it may request including,but not limited to,each party's name, physical address, tax identification number and other information that will help the Trustee identify and verify each party's identity such as organizational documents,certificate of good standing,license to do business,or other pertinent identifying information. Section 14.19 Compliance with Government Code.During the term of the Agreement, Trustee, on behalf of itself,parent companies,and any wholly-or majority-owned subsidiaries,and other affiliates,makes the following representations and agreements. For purposes of this section, "Affiliate" means any entity that controls, is controlled by,or is under common control with Trustee and exists to make a profit. (a) Solely for purposes of complying with Section 2271.002,Texas Government Code, and to the extent such Section does not contravene applicable State or federal law, it does not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, `boycott Israel' shall have the meaning given to such term in Section 2270.001,Texas Government Code. (b) Solely for purposes of complying with Section 2252.152,Texas Government Code,it is not a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,Texas Government Code. (c) Solely for purposes of complying with Section 2274.002(b),Texas Government Code,it does not have a practice, policy, guidance, or directive that discriminates against, and will not discriminate during the term of the Agreement against, a firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association. (d) Solely for purposes of complying with Section 2274.002,Texas Government Code,it does not boycott energy companies and will not boycott energy companies during the term of the Agreement. "Boycott energy company"shall have the meaning given to such term in Section 2274.001,Texas Government Code. 96 (e) Solely for purposes of complying with Texas Government Code Section 418, it will not require a customer to provide any documentation certifying the customer's COVID-19 vaccination or post- transmission recovery on entry to, to gain access to, or to receive service at the Hotel or Convention Center.] (Signatitre Page Follows) 97 IN WITNESS WHEREOF, the District and the Trustee have caused this Indenture of Trust to be duly executed by their duly authorized officers as of the day and year first above written. BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT By: Richard L. Davis,General Manager Attest: Secretary WELLS FARGO BANK,N.A., as Trustee By: Name: Title: (Signature Page to Indenture) EXHIBIT A GLOSSARY OF TERMS "Act" means Subchapter C of Chapter 351, Texas Tax Code, and Subchapter B of Chapter 377, Texas Local Government Code,as amended. "Aecount(s)" means any one or more of the accounts from time to time established in any of the Funds established by the Indenture or by any Supplemental Indenture. "Accountant" means any firm of certified public accountants appointed by the District or the Asset Manager, who is independent pursuant to the Statement on Auditing Standards No. 1 of the American Institute of Certified Public Accountants. "Additional Bonds" means any additional bonds of the District that are authorized to be issued under the Indenture or a Supplemental Indenture. "Administrative Expense Fund" means such Fund as defined and created under Article 5 of the Indenture. "Administrative Expenses" means expenses related to the administration of the Bonds and the Project, including without limitation,fees and expenses of the Trustee,Asset Manager and any consultant,and expenses of the District. "Annual Distribution Date" means the fifth calendar day of February of each Year(or if such calendar day is not a Business Day, the immediately following Business Day). "Annual Plan" has the meaning given in the Hotel Services Agreement. "Approved Plans" has the meaning given in the Ground Lease. "Approved Preliminary Plans" has the meaning given in the Ground Lease. "Architect" has the meaning given in the Ground Lease. "Asset Manager" means Garfield AM, LLC, a Texas limited liability company who will be hired by the District not later than the second anniversary date of the Closing Date to assist the District in overseeing the operations of the Hotel. "Asset Management Agreement" means that certain Asset Management Agreement, dated as of August 25, 2021, by and between the Asset Manager and the District. "Asset Management Fee" means the fee payable on a monthly basis by the District to the Asset Manager, as provided in the Asset Management Agreement and this Indenture,equal to one percent(1.00%)of the monthly Gross Operating Revenues. "Authorized Denominations" means $5,000 or any integral multiple thereof for the First-Lien Bond and the Third-Lien Bonds,and$100,000 and integral multiples of$5,000 in excess thereof for the Second-Lien Bonds. A-1 "Authorized District Representative" means the President of the District and any other representative who is authorized by the Board of Directors of the District to sign, instruct,approve,and otherwise act on behalf of the District. "Board" means the Board of Directors of the District. "Bond" or"Bonds" means the Series 2021 Bonds consisting of First-Lien Bonds designated as Series 2021 A, Second-Lien Bonds designated as Series 2021 B and Third-Lien Bonds designated as Series 2021 C, and any Additional Bonds, in each case authorized by and at any time Outstanding pursuant to this Indenture. "Bond Counsel"means Winstead PC located at 401 Congress Ave. Suite#2100,Austin,Texas 78701,or such other nationally recognized bond counsel selected by the District. "Bond Documents" means the Indenture, the Bonds, the Resolution, the Tax Agreement, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Security Documents, and any and all future renewals and extensions or restatements of,or amendments or supplements to, any of the foregoing. "Bondholder" means an Owner. "Book-Entry System" means the book-entry system maintained by the Securities Depository in accordance with the terms of the Indenture. "Booking Agreement" means the Booking Agreement dated as of August 25, 2021 by and between the City and the District,as the same as amended,supplemented, modified,renewed,or extended from time to time in accordance with the terms thereof. "Business Day" means any day except Saturday, Sunday, and any day which is a federal legal holiday in the United States. "Capital Budget" has the meaning given to the term in the Hotel Services Agreement. "Capital Expenditures" has the meaning given to the term in the Hotel Services Agreement. "Casualty"means damage,destruction or other property casualty resulting from any fire or any Force Majeure or other sudden,unexpected or unusual cause. "Casualty Repair Work" has the meaning set forth in Section 13.01 of the Indenture. "Casualty Shortfall Funding" means an amount sufficient to cover any difference between the reasonably anticipated costs of the Casualty Repair Work and the amount of the Insurance Proceeds, which will be deposited with the Insurance Trustee. "Certificate of Reduction in Debt Service"mean a certificate of an Authorized District Representative to the effect that the Debt Service in each Fiscal Year on the Bonds to be Outstanding immediately after the issuance of the Series of Refunding Bonds to which such certificate relates is not greater than the Debt Service on the Bonds Outstanding immediately prior to the issuance of such series of Refunding Bonds. "City" means the City of Baytown,Texas. A-2 "City Facilities" means public conference rooms and meeting space of approximately 33,600 square feet, including a ballroom of approximately 12,000 square feet, public facilities, common areas and infrastructure ancillary and necessary to the conference rooms and the meeting space, and a parking structure with approximately 320 spaces adjacent to the convention center and Hotel. "City Facilities Costs" means the total costs for constriction and development of the City Facilities. "City Facilities Unit Lease" means that certain City Facilities Unit Lease Agreement between the City and the District, dated September 1, 2021 in which the City will lease the City Facilities Unit to the District for operation and maintenance of the City Facilities. "City Facilities Unit" means the single unit of the condominium regime that comprises the City Facilities that will be owned by the City as provided in the Condominium Declaration. "Class"means each classification of Bonds,being the First-Lien Bonds,the Second-Lien Bonds and the Third- Lien Bonds. "Class Majority" means, with respect to any Class of Bonds, the Owners of a majority of the aggregate principal amount of the Outstanding Bonds of such Class. "Closing Date" means September 9,2021. "Code" means the Internal Revenue Code of 1986,as amended. "Collateral Assignment" means the Collateral Assignment of Contracts executed by the District as of the Closing Date for the benefit of the Trustee. "Collection Account" means one of the Depository Accounts into which the Operator shall deposit all Gross Operating Revenues and from which such amounts will be swept into the Revenue Fund on a weekly basis. "Completion Bonds" has the meaning given in Section 3.03 of the Indenture. "Computation Date" has the meaning set forth in Section 5.19(h)of the Indenture. "Condemnation Action"has the meaning set forth in Section 13.05 of the Indenture. "Condemnation Award" means an amount received by the District or the Condemnation Trustee as a result of the Hotel having been taken in a Condemnation Action to the Hotel. "Condemnation Work" means repairs, alterations, or restorations, including temporary repairs, for the protection of property other than the property under Condemnation Action,pending the completion of any part thereof. "Condominium Declaration" means such declaration filed by the District as the declarant pursuant to the Uniform Condominium Act,Texas Property Chapter 82. "Consent Agreements" means any all consent to collateral assignment or subordination agreement entered into by a contracting party with the District or the City,consenting to certain matters contained in the Indenture and/or subordinating their interests in and to the interests of the Trustee. A-3 "Construction Account"means such Account as defined and created under Article 5 of the Indenture. "Construction Contingency Fund"means such Fund as defined and created under Article 5 of the Indenture. "Construction Monitor" means the independent construction monitor and design consultant retained by the District for the purposes of monitoring the District's compliance with the requirements of the Indenture, the Approved Plans, the Design-Build Agreement, and the Technical Services Agreement, initially Broaddus & Associates. "Control Agreement"means a depository account control agreement by and among the District,the District's depository institution and the Trustee,governing the control and administration of the Depository Accounts. "Controlling Bondholder Majority"means:(i)while any First-Lien Bonds are Outstanding,a Class Majority of the First-Lien Bonds; (ii) while no First-Lien Bonds are Outstanding, but any Second-Lien Bonds are Outstanding, a Class Majority of the Third-Lien Bonds; or (iii) while no First-Lien Bonds or Second-Lien Bonds are Outstanding,a Class Majority of the Third-Lien Bonds. "Costs of Issuance"means the costs associated with issuing the Bonds. "Costs of Issuance Account" means such Account as defined and created under Article 5 of the Indenture. "CPI Increase" means an increase of the Consumer Price Index. "Debt Service"means both(i)the amount of principal,premium, if any,and interest required to be paid under any financing of the District secured by a Lien on the Hotel,or any part thereof or interest therein,and(ii)the amount of rent required to be paid under any lease relating to the Hotel. "Debt Service Coverage Ratio"means for any given period of time,the ratio of(a)Net Income Available for Debt Service to (b) the sum of all regularly scheduled Debt Service payments on the relevant Series or Class of Bonds coming due during such period,all as determined in accordance with GAAP. "Debt Service Payment Date" means the date or dates on which any payment of Debt Service on the Bonds is scheduled to be paid, including, with respect to payments of principal, scheduled mandatory sinking fund redemption payment dates and schedule maturity dates. "Debt Service True-up Date" means the second (2nd) Business Day immediately preceding a Debt Service Payment Date. "Debt Service Reserve Requirement" means: (i) with respect to the First-Lien Bonds an amount equal to one hundred fifty percent (150%) of maximum annual Debt Service on all Outstanding First-Lien Bonds; (ii) with respect to the Second-Lien Bonds an amount equal to one hundred fifty percent (150%) of maximum annual Debt Service on all Outstanding Second-Lien Bonds; (iii)with respect to the Third-Lien Bonds an amount equal to the least of(A)ten percent(10%)of the original stated principal amount of the Series 2021 C Bonds, or, if the Second-Lien Bonds have original issue discount or premium that exceeds two percent (2%) of the stated redemption A-4 price at maturity plus any original issue premium attributable exclusively to underwriters' compensation,ten percent(10%)of the issue price to the public of the Third-Lien Bonds,(B)one hundred twenty-five percent(125%)of the average annual Debt Service on all Outstanding Third- Lien Bonds,and(C)maximum annual Debt Service on all Outstanding Third-Lien Bonds. "Defeasance Securities"means any securities now or hereafter permitted by Chapter 1207,Texas Government Code,as amended(or successor statute),that shall be deposited with the Trustee to defease Outstanding Bonds, the principal of and interest on which without any reinvestment thereof when due will provide money which, together with the money, if any,deposited with the Trustee at the same time,shall be sufficient, in the opinion of an independent certified public accountant,to pay when due the principal or redemption price of,and interest due and to become due on,such Bonds on or prior to the Redemption Date or maturity date thereof,as the case may be. "Defeasance Securities" shall include, without limitation, (i) direct non-callable obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of, the United States of America,(ii)non-callable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the proceedings authorizing the financial arrangements are adopted or approved, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA"or its equivalent,and(iii)non-callable obligations of a state or an agency or a county,municipality,or other political subdivision of a state that have been refunded and that,on the date the proceedings authorizing the financial arrangements are adopted or approved, are rated as to investment quality by a nationally recognized investment rating firm not less than"AAA"or its equivalent. "Depository Accounts" means the Collection Account, the Operating Account, and any other depository accounts that are secured as part of the Trust Estate. "Deferred Developer Fee Fund" means such Fund as defined and created under Article 5 of the Indenture. "Depository Bank"means the bank in which the District will maintain funds and accounts in accordance with the Indenture,with the initial depository bank being J.P. Morgan Chase Bank,N.A. "Design/Builder" means DPR Construction, a Texas general partnership. "Design Build Agreement" means that certain design/build agreement between Design/Builder and the District for development and construction of the Hotel and City Facilities. "Development Manager" means Garfield Public Private LLC, a Texas limited liability company, or its affiliate or upon its default under the Development Management Agreement, any replacement developer who may subsequently undertake its obligations. "Development Management Agreement" means that certain development management agreement entered into between the District and the Development Manager dated August 25,2021 for development management services for the Hotel and City Facilities. "Development Project Fund" has the meaning given in Section 2.02(e)of the Indenture. "Distribution Test" means,on any date: (i) there exists no Event of Default hereunder or event which would constitute an Event of Default upon notice and failure to cure pursuant to Section 10.02 of the Indenture; A-5 (ii) the Debt Service Coverage Ratio for all then Outstanding First-Lien Bonds and Second-Lien Bonds is not less than 1.25:1.00;and "District" means the Baytown Municipal Development District. "Emergency Capital Expenses"has the meaning given to the term in the Hotel Services Agreement. "Excess Proceeds" has the meaning given in Section 13.04(b)of the Indenture. "Event of Default" has the meaning given in Section 10.02 of the Indenture. "Favorable Opinion of Bond Counsel"means,with respect to any action requiring an opinion,an opinion of Bond Counsel to the effect that such action will not, in and of itself, adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. "FF&E" means all furniture, furnishings and equipment located at the Project,together with all replacements therefor and additions thereto, but shall not include Operating Equipment. "Financial Advisor" means Hilltop Securities or any successor firm of registered Municipal Advisors as retained by the District. "Final Acceptance Certificate" means a certificate of the Development Manager and an Authorized District Representative certifying as to the final completion of the Hotel. "Final Completion" has the meaning given to such term in the Design Build Agreement. "Final Completion Date" has the meaning given to such term in the Design Build Agreement. "First-Lien Bonds" means the Series 2021 A Bonds, together with any other Series of Additional Bonds designated as "First-Lien Bonds". "First-Lien Bond Capitalized Interest Account" means such Account as defined and created under Article 5 of the Indenture. "First-Lien Bond Debt Service Coverage Amount" means a fraction calculated by dividing Net Operating Revenues for a particular period of time by the Debt Service for the Outstanding First-Lien Bonds for the same particular period of time. "First-Lien Bond Debt Service Fund" means such Fund as defined and created under Article 5 of the Indenture. "First-Lien Bonds Initial Reserve Fund Deposit" the least of(A) ten percent (10%) of the original stated principal amount of the Series 2021 A Bonds, or, if the First-Lien Bonds have original issue discount or premium that exceeds two percent (2%) of the stated redemption price at maturity plus any original issue premium attributable exclusively to underwriters' compensation, ten percent (10%) of the issue price to the public of the First-Lien Bonds,(B)one hundred twenty-five percent(125%)of the average annual Debt Service on all Outstanding First-Lien Bonds, and (C) maximum annual Debt Service on all Outstanding First-Lien Bonds. "First-Lien Bond Reserve Fund"means such fund as defined and created under Article 5 of the Indenture. A-6 "Fiscal Year" or "Year" shall mean the calendar year except that the first Fiscal Year hereunder shall commence on the Opening Date and shall continue until the following December 31, and the last Fiscal Year hereunder shall end on the date of the expiration or earlier termination of the Hotel Services Agreement. Any reference to a"full Fiscal Year" shall refer to a Fiscal Year comprising a full 12-month period. "Force Majeure"means any(i)act of God,natural disaster,acts of government,strikes or lockouts(other than those limited exclusively to the Hotel), acts of a public enemy, or acts of terrorism directly affecting the operation of the Hotel;(ii)widespread and continued travel advisories applicable to the Houston metropolitan area that adversely affect the Hotel's business; (iii) alerts issued by any governmental authority or any international agency or body, blockades, wars, insurrections or riots, epidemics, landslides, fires, storms, floods, explosions, or other similar causes that directly and adversely affect Hotel business or operations and are unforeseeable, inevitable or beyond the control of such Party; but expressly excluding any changes in general economic or market conditions directly or indirectly resulting from any of the foregoing conditions. "Force Majeure Delay" means any delay caused by reason of Force Majeure. "Form 8038-T" has the meaning set forth in Section 5.19(a)(iii)of the Indenture. "Fund" or "Funds" shall mean any one or more, as the case may be, of the separate special fund accounts established by the Indenture or by any Supplemental Indenture. Governmental Authority" means any federal, state, local or foreign governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative,judicial or executive (or a combination or permutation thereof), and any arbitrator to whom a dispute has been presented under Governmental Rule or by agreement of the parties with an interest in such dispute. "Governmental Rule"means any statute,law,treaty,rule,code,ordinance,regulation,permit,interpretation, certificate or order of any Governmental Authority or any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority. "Gross Operating Revenues" for any period means all revenues and income of any kind derived,directly or indirectly, from the operation of the Project during such period, including all revenues derived from the sale during such period of rooms, food and beverages, spa services, and rents or fees payable by tenants or other service providers for such period(but not the gross receipts of such sub-tenants or service providers). Without limiting the generality of the foregoing, it is the intention of the Parties that the term "Gross Operating Revenues" means all amounts properly accounted for as Total Revenue for Total Operated Departments in accordance with, and as defined in, the Uniform System. Notwithstanding the foregoing, there shall be excluded in determining Gross Operating Revenues for any period the sum of(i)any sales,excise,occupancy or VAT actually collected during such period in accordance with Applicable Law from guests or patrons of the Project and either remitted, or required to be remitted, to appropriate taxing authorities; (ii) amounts collected from guests or patrons of the Project on behalf of Project tenants and other third parties; and (iii) Insurance Proceeds,condemnation proceeds,financing or refinancing proceeds and the proceeds of sale of any real or personal property comprising part of the Project(as distinguished from the sale of merchandise, food and beverage and other consumer goods or services). Gross Operating Revenues shall in all events include only amounts actually paid or payable to the Project (in cash or services), and shall not include the value of any Project goods or services in excess of actual amounts paid(in cash or services)provided by the Project on a complimentary or discounted basis. A-7 "Ground Lease" means that certain Ground Lease Agreement dated as of September 1, 2021 between the District and the City, as the same may be amended, modified or supplemented in accordance with the terms hereof and thereof. "Hotel" means the upper-upscale segment hotel having approximately 208 guestrooms and suites, food and beverage facilities, a fitness center, pool, and other related amenities and facilities, and includes the Building(s), the Building Systems, the FF&E and the Operating Equipment, together with all other items of real and personal property at any time used in connection with the operation of the foregoing, collectively. "Hotel Feasibility Consultant" means an independent nationally recognized consulting firm selected by the District having advisory or consulting experience in the first-class convention hotel industry. "Hotel Improvements" means any infrastructure,building or facility built for the Hotel. "Hotel Services Agreement" means that certain Hotel Services Agreement between the District and the Operator dated August 25,2021 pursuant to which the Operator will manage and operate the Hotel,which will be structured as a"qualified management agreement"under applicable federal tax law rules and regulations. "Hotel Unit" means the single unit of the condominium regime that comprises the hotel tower or towers that will be owned by the District as provided in the Condominium Declaration. "Improvements" means any infrastructure, building or facility built for the Project. "Indenture" means this Indenture of Trust dated September 1, 2021 by and between the District and the Trustee,as it may hereafter be amended or supplemented in accordance with the terms thereof. "Initial Bond" has the meaning given in Section 3.04(e)of the Indenture. "Insurance and Condemnation Proceeds Fund"means such Fund as defined and created under Article 5 of the Indenture. "Insurance Proceeds" has the meaning set forth in Section 13.02 of the Indenture. "Insurance Trustee" means the Trustee or any of its designees to be the trustee for Insurance Proceeds. "Interest Payment Date" means each [ ] and commencing on , until maturity of the applicable Series of Bonds. "IRS"means the Internal Revenue Service. "Key Money Contribution"means the financial contribution by the Operator of$600,000 to be deposited into the Working Capital Reserve Fund upon payment thereof by the Operator as provided for under the Hotel Services Agreement. "Leasehold Deed of Trust" means that leasehold deed of trust in which the Trustee shall have a security interest in the District's leasehold interest of the Site pursuant to the Indenture and the Ground Lease, as the same may be amended or modified in accordance with the terms thereof and the Indenture. A-8 "Legal Requirements" means (a)all laws, statutes, acts (including, without limitation, the Texas Public Information Act), ordinances, rules, regulations, permits, licenses, authorizations, directives, orders and requirements of all governments, quasi-governmental or regulatory authorities, that now or hereafter may be applicable to, as applicable,(i)the Project and the construction, maintenance and operation thereof, including those relating to employees, zoning, building, health, safety and environmental matters, and accessibility of public facilities, (ii) the District, (iii)the District's business operations, and/or (iv)the City and (b)the requirements of all documents properly filed in the real property records against the Hotel or the City Facilities. "Lien" means any charge or claim, condition, equitable interest, lien (statutory or otherwise), encumbrance, option, pledge, security interest, mortgage, right of first refusal, right of first offer, retention of ownership agreement, or restriction of any kind or nature, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. "Material Adverse Effect" means (A) a material adverse effect upon the business, operations, properties, assets or condition (financial or otherwise) of the District or such other Person as may be referenced or (B) the impairment of the ability of the District or such other Person as may be referenced to perform its non-monetary obligations under any Transaction Document or (C) if a particular item of property is referenced, a material adverse effect upon the business, operations, assets located at or condition (financial or otherwise) of the referenced property, or upon such referenced property's ability to be in compliance with the terms of the Transaction Documents. In determining whether any individual event would result in a Material Adverse Effect,notwithstanding that such event does not of itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then-occurring events and existing conditions would result in a Material Adverse Effect. "Monthly Distribution Date" means the 5th calendar day of each month (or if such calendar day is not a Business Day, the immediately following Business Day), being the day on which the Trustee shall make deposits, transfers or payments from amounts then on deposit in the Revenue Fund to the Funds or Accounts in order of priority as listed in Section 5.06 of the Indenture. "Minimum Operating Account Balance" means 125%of the monthly Operating Budget,as may be adjusted by mutual agreement of the District and the Operator. "Net Income Available for Debt Service" means, with respect to any period, Net Operating Revenues for such period, plus all amounts deducted in arriving at such Net Operating Revenues amount in respect of(a) interest expense,(b)amortization expense and(c)depreciation expense;provided,however,that the following items will be excluded from the computation of"Net Income Available for Debt Service": (i) extraordinary items of income or loss;(ii)gains or losses from the extinguishment of indebtedness;(iii)unrealized gains and losses on investments or interest rate hedge agreements;(iv)any gain or loss from the disposition of assets not in the ordinary course of business;(v)any loss from impairment of the value of assets;(vi)financing costs that are treated as a current expense,rather than amortized;(vii)any other item that is nonrecurring and also a non- cash item; and (viii) Base Management Fees payable under the Hotel Services Agreement, Senior Asset Management Fees payable pursuant to the Asset Management Agreement, insurance payments required hereunder and projected ad valorem tax payments (if any), deposits into the Senior FF&E Fund, and Administrative Expenses. "Net Operating Revenues" means the excess of the Gross Operating Revenues over the Operating Expenses of the Project for such period as detennined by GAAP. A-9 "Operating Account" means one of the Depository Accounts from which the Operator shall be permitted to withdraw funds for the payment of the Operating Expenses in accordance with the Hotel Services Agreement. "Operating Budget" has the meaning given to the term in the Hotel Services Agreement. "Opening Date" means the date of the formal opening of the Project as described in and in accordance with Section 3.3 of the Hotel Services Agreement. "Operating Expenses" has the meaning given in the Hotel Services Agreement. "Operating Term"has the meaning given in the Hotel Services Agreement. "Operator" means Hyatt Corporation,or such other operator selected by the District to operate the Project. "Outstanding" means all Bonds issued and delivered except those Bonds that have been cancelled, those Bonds for which payment has been duly provided, and those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof. "Owner(s)"means any direct or indirect owner(s)of the Bonds,including the owners of any beneficial interests therein by or through the Securities Depository. "Permitted Encumbrances" means,with respect to the Premises: (a) Liens specifically pennitted by, or created by, the Indenture, the Leasehold Deed of Trust, any security agreement or any other Transaction Document. (b)All liens,easements,encumbrances,and other exceptions to title listed in"Schedule B"of the title policy issued as of the date of the issuance of the Series 2021 Bonds. (c)Liens for taxes, assessments, fees, levies or other similar charges which are either not yet due and payable or are being contested in good faith by appropriate proceedings conducted with due diligence, if adequate reserves therefor have been established and are being maintained. (d)Materialmen's,mechanics',workmen's,repairmen's,employees'or other similar liens arising in the course of construction of the Project or in the ordinary course of operations or maintenance of the Project, in each case securing obligations which are not delinquent or are bonded in a manner satisfactory to the District acting reasonably and in good faith or are being contested in good faith by appropriate proceedings conducted with due diligence (unless by such contest there exists any risk (taking into account any applicable insurance,reserves or bonding covering such lien)that any portion of the Premises or the Project may become subject to loss or forfeiture or that such lien or contest thereof might otherwise interfere with the use of the Premises or the Project. (e)Presently existing utility, access and other easements and rights of ways, and restrictions as set forth in Schedule B to the title policy accepted by Trustee as of the Closing Date. (f)Minor defects and irregularities in the title to the Project or the Mortgaged Property which in the aggregate do not materially adversely affect the value, utility or operation of the Project for the purposes for which it is or may reasonably be expected to be used. A-10 (g) Purchase money security interests and security interests placed upon personal property being acquired to secure a portion of the purchase price thereof, or a lessor's interests in leases required to be capitalized in accordance with generally accepted accounting principles; provided that the aggregate principal amounts secured by any such interests shall not exceed at any time more than $100,000. "Permitted Investments"means any security or obligation or combination thereof permitted under the Public Funds Investment Act,Chapter 2256,Texas Government Code,as amended,or its successor,and the District's duly approved Investment Policy; provided, however, that any security, obligation or other investment shall, at the time of purchase or investment, carry (i), with respect to long-term investments, the higher of(A) the then-current rating (if any) on the highest-rated Series of Bonds, or(B) a long-term rating by S&P of"A" or better, or by Moody's of "AT' or better; or(ii) with respect to short-term investments, a short-term rating by S&P of"A-1",or by Moody's of "P-1". "Person" as the context requires, means an individual(and the heirs,executors, administrators, or other legal representatives of an individual),a partnership,a joint venture,a firm,a company,a corporation,a government or any department or agency thereof,a trustee,a trust,an unincorporated organization,or any other legal entity of whatever kind or nature. "Pledged Sales Taxes" means the Sales Tax received by the District and pledged as supplemental security for payment of Debt Service on the Series 2021 C Bonds. "Premises" means the land and buildings that comprise the Project. "Pre-Opening Expenses"has the meaning set forth in Section 3.2(a)of the Hotel Services Agreement. "Pre-Opening Expense Account" means such Account as defined and created under Article 5 of the Indenture. "Principal Payment Date"means each [ J,beginning [�,202[ ]. "Project" means,collectively,the Hotel and the City Facilities. "Project Costs" means the total costs for construction and development of the Project. "Project Documents" means the Ground Lease, Hotel Services Agreement, Leasehold Deed of Trust, Development Management Agreement, Design/Build Agreement, Architect Agreement, FF&E Procurement Agreement, Booking Agreement, Marina Site Parking Agreement and other documents relating to the development or operation of the Project that the Owners shall have a security in under the Bonds. "Qualified LC Issuer" means a national banking institution or guaranty company holding a minimum Standard&Poor's Ratings Group short-term rating of"A-1"and long-term debt rating of"A-",and a minimum Moody's Investors Service short-term rating of"P-1" and long-term debt rating of"A3". "Rebate Amount" has the meaning set forth in Section 5.19(h)of the Indenture. "Rebate Analyst" has the meaning set forth in Section 5.19(h)of the Indenture. "Rebate Fund" means such Fund as defined and created under Article 5 of the Indenture. A-11 "Record Date"means the date by which the Registrar shall send by check to each Registered Owner its interest payment, which shall be the close of business on the fifteenth day of the calendar month (whether or not a Business Day)preceding the Interest Payment Date. "Redemption Date" means I , the date on which the Bonds shall be subject to mandatory sinking fund redemption, in part,at a price equal to the principal amount thereof,without premium,plus accrued interest. "Redemption Price" means an amount equal to the principal, redemption premium, and accrued interest, if any,on the Bonds to be redeemed as of the date of redemption. "Refunding Bonds" has the meaning given in Section 3.03 of the Indenture. "Register" means the bond register which contains the name and address of each Registered Owner. "Registered Owner" means a Person in whose name any of the Bonds are registered on the Register. "Registrar"means the Trustee,which shall keep,or cause to be kept,on behalf of the District,the Register at its designated office. "Regulations" means the regulations contained in Title 26 of the Code of Federal Regulations. "Requisition Requesting Disbursement" means a form to be approved and signed by an Authorized District Representative for withdrawal of funds from a Fund or Account to pay for certain costs related to the Bonds or the Project. "Required Monthly Senior FF&E Fund Deposit Amount" means an amount equal to (i) 2% of Gross Operating Revenue during the 1 st year of the Operating Term,(ii)3%of Gross Operating Revenue during the 2nd year of the Operating Term, and (iii) 4% of Gross Operating Revenue thereafter, funded on a monthly basis pursuant to Section 6.2(b)(i)of the Hotel Services Agreement. "Reserve Funds" means the First-Lien Bond Reserve Fund and the Second-Lien Bond Reserve Fund. "Reserve Fund Credit Facility" means an irrevocable, on-demand letter of credit or similar credit facility issued by a Qualified LC Issuer, and which may be drawn upon by the Trustee for the purposes provided in the Indenture.Such letter of credit must provide on its face that it shall be automatically renewed for successive one-year terms unless the issuing bank or financial institution exercises its right not to renew such letter of credit by giving not less than sixty(60)days'notice to the District and the Trustee. "Responsible Officer" means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "Revenue Fund" means such Fund as defined and created under Article 5 of the Indenture. "Sales Tax" means the sales tax lawfully levied, imposed, and collected within the boundaries of the District as voted at the election held by the City on May 5,2001. A-12 "Sales Tax Repayment Fund" means such Fund as defined and created under Article 5 of the Indenture. "Sales Tax Revenue Account" means the Account created within the Development Project Fund into which the District deposits the Pledged Sales Taxes. "Sales Tax Revenue"means revenue from the Sales Tax. "Sales Tax Revenue Fund" means such Fund as defined and created under Article 5 of the Indenture. "Schedule of Management Fees" means a schedule listing (i) the amount of Senior Asset Management Fees and Subordinate Asset Management Fees to be paid to the Asset Manager monthly for the subsequent six- month period and(ii)the amount of Subordinate Management Fees to be paid to the Operator monthly for the subsequent six-month period, to be prepared by the District and delivered to the Trustee semiannually, beginning on the Closing Date for so long as such fees are to be paid to the Asset Manager pursuant to the terms of the Asset Management Agreement or to the Operator pursuant to the terms of the Hotel Services Agreement. "Second-Lien Bonds" means the Series 2021 B Bonds, together with any other Series of Additional Bonds designated as "Second-Lien Bonds". "Second-Lien Bond Capitalized Interest Account"means such Account as defined and created under Article 5 of the Indenture. "Second-Lien Bonds Initial Reserve Fund Deposit" an amount equal to the least of(A)ten percent (10%) of the original stated principal amount of the Series 2021 B Bonds,or, if the Second-Lien Bonds have original issue discount or premium that exceeds two percent(2%) of the stated redemption price at maturity plus any original issue premium attributable exclusively to underwriters' compensation, ten percent(10%)of the issue price to the public of the Second-Lien Bonds, (B) one hundred twenty-five percent (125%) of the average annual Debt Service on all Outstanding Second -Lien Bonds, and (C) maximum annual Debt Service on all Outstanding Second-Lien Bonds. "Second-Lien Bond Project Account" means such Account as defined and created under Article 5 of the Indenture. "Second-Lien Bond Reserve Fund"means such Fund as defined and created under Article 5 of the Indenture. "Second-Lien Bond Debt Service Fund" means such Fund as defined and created under Article 5 of the Indenture. "Second-Lien Bond Reserve Fund"means such Fund as defined and created under Article 5 of the Indenture. "Security Documents" means the Leasehold Deed of Trust, the Collateral Assignment, any Control Agreement, the Consent Agreements, and any other document or agreement entered into by the District pledging a security interest or granting a lien in the assets or property of the District as security for the repayment of the Bonds, or for the perfection thereof. "Securities Depository"means The Depository Trust Company,New York,New York,or its nominee,or any other securities depository approved by the District,and in each case its successors and assigns. A-13 "Semi-Annual Distribution Date" means the fifth calendar day of February and August of each Year(or if such calendar day is not a Business Day,the immediately following Business Day). "Senior Asset Management Fee" means two-thirds(2/3)of the Asset Management Fee. "Senior Asset Management Fee Fund" means such Fund as defined and created under Article 5 of the Indenture. "Senior FF&E Reserve Fund" means such Fund as defined and created under Article 5 of the Indenture. "Series" means any series of the Series 2021 Bonds and any other Additional Bonds issued pursuant to the Indenture or any Supplemental Indenture. "Series 2021A Bonds" means the First-Lien Bonds issued by the District, named the Baytown Municipal Development District First-Lien Hotel Revenue Bonds(Baytown Convention Center Hotel), Series 2021A. "Series 2021 B Bonds" means the Second-Lien Bonds issued by the District, named the Baytown Municipal Development District Second-Lien Hotel Revenue Bonds(Baytown Convention Center Hotel), Series 2021 B. "Series 2021C Bonds" means the Third-Lien Bonds issued by the District, named the Baytown Municipal Development District Second-Lien Hotel Revenue Bonds(Baytown Convention Center Hotel), Series 2021 C. "Site" means the tract of land owned by the City and for which the District has an exclusive leasehold interest pursuant to the Ground Lease with the City of approximately 7.745 acres located in Baytown,Texas. "State" means the state of Texas. "Subaccount(s)" means any one or more of the accounts from time to time established in any of the Funds established by the Indenture or by any Supplemental Indenture. "Subordinate Asset Management Fee" means one-third(1/3)of the Asset Management Fee. "Subordinate Asset Management Fee Fund" means such Fund as defined and created under Article 5 of the Indenture. "Subordinate FF&E Reserve Fund"means such Fund as defined and created under Article 5 of the Indenture. "Subordinate Management Fee" has the meaning given to the term in the Hotel Services Agreement. "Subordinate Management Fee Fund" means such Fund as defined and created under Article 5 of the Indenture. "Substantially All of the Project" has the meaning set forth in Section 13.04 in the Indenture. "Substantial Completion"has the meaning given to such term in the Design Build Agreement. "Substantial Completion Date" has the meaning given to such term in the Design Build Agreement. A-14 "Supplemental First-Lien Bond Reserve Fund" means such Fund as defined and created under Article 5 of the Indenture. "Supplemental Indenture" means any indenture supplemental to or that amends the Indenture, entered into by the District and the Trustee in accordance with Section 4.08 of the Indenture. "Supplemental Monthly Subordinate FF&E Reserve Fund Deposit Amount" means an amount equal to (i) 2% of Gross Operating Revenue during the 1st year of the Operating Term, (ii) 3% of Gross Operating Revenue during the 2nd year of the Operating Term, and (iii) 4% of Gross Operating Revenue thereafter, funded on a monthly basis pursuant to Section 6.2(b)(iii)of the Hotel Services Agreement. "Supplemental Second-Lien Bond Reserve Fund" means such Fund as defined and created under Article 5 of the Indenture. "Surplus Revenue Fund" means such Fund as defined and created under Article 5 of the Indenture. "Tax-Exempt Bonds" means those Bonds issued in which the interest is excluded from gross income for federal income tax purposes. "Tax and Insurance Payment Fund" means such Fund as defined and created under Article 5 of the Indenture. "Technical Services Agreement" means such agreement entered into between the District and Hyatt dated September 3, 2020. "Technical Services Fee"has the meaning given to the term in the Technical Services Agreement. "Third-Lien Bonds" means the Series 2021 C Bonds, together with any other Series of Additional Bonds designated as"Third-Lien Bonds". "Third-Lien Bond Capitalized Interest Account"means such Account as defined and created under Article 5 of the Indenture. "Third-Lien Bond Project Account" means such Account as defined and created under Article 5 of the Indenture. "Third-Lien Bond Debt Service Fund" means such Fund as defined and created under Article 5 of the Indenture. "Transaction Documents" shall mean any and all documents relating to the refinancing, ownership, management, use, or operation of the Project, as any such documents may be amended from time to time, including, without limitation, the Bond Documents, the Project Documents, and all documents pertaining to title matters. To the extent that any document or agreement is included within more than one of capitalized terms referenced within this defined term "Transaction Documents" such agreement or document shall be deemed included only once for purposes of this term"Transaction Documents" "Trustee" means Wells Fargo Bank, N.A., in its capacity as trustee under the Indenture with the District to secure the Bonds,and its permitted successors and assigns. "Trust Estate" has the meaning set forth in the granting clauses of the Indenture. A-15 "Underwriter"means Citigroup Global Capital Markets Inc. in its capacity as underwriter of the Series 2021 Bonds. "Working Capital Reserve Fund"means such Fund as defined and created under Article 5 of the Indenture. "Working Capital Reserve Fund Requirement"means$600,000. A-16 Exhibit "C" PREPARED BY,RECORDING,REQUESTED BY, AND WHEN RECORDED MAIL TO: Chicago Title Insurance Company 407 W.Baker Rd.,Suite Z Baytown,TX 77521 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, ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING By BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT as"Grantor" to Christie Zadrapa as Deed of Trust Trustee, for the benefit of WELLS FARGO BANK,N.A., not in its individual capacity,but solely as Trustee under a Trust Indenture dated as September 1,2021 for the benefit of the Owners described therein to be indexed as"grantee"for statutory purposes, as"Beneficiary", Date: as of September 1,2021 Baytown Municipal Development District Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS. THIS INSTRUMENT COVERS THE INTEREST OF GRANTOR IN MINERALS OR THE LIKE (INCLUDING OIL AND GAS) BEFORE EXTRACTION AND THE SECURITY INTEREST CREATED BY THIS INSTRUMENT ATTACHES TO SUCH MINERALS AS EXTRACTED AND TO THE ACCOUNTS RESULTING FROM THE SALE THEREOF AT THE WELLHEAD. THIS INSTRUMENT COVERS THE INTEREST OF GRANTOR IN FIXTURES. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. PRODUCTS OF THE COLLATERAL ARE ALSO COVERED. ACTIVE 48008105v7 LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING HARRIS COUNTY,TEXAS This LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (as supplemented, renewed, extended, and/or amended from time to time, this "Deed of Trust") is made and dated to be effective as of September 1, 2021 (the "Closing Date") among BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a municipal development district established by the City of Baytown, Texas pursuant to Chapter 377 of the Texas Local Government Code, whose business address is 2401 Market Street, Baytown, Texas 77520, Attn: General Manager(the"Grantor"), to Christie Zadrapa,whose business address is 407 W. Baker Rd., Suite Z, Baytown, TX 77521, as deed of trust trustee (the "Deed of Trust Trustee", to be indexed as "grantee" for statutory purposes), for the benefit of WELLS FARGO BANK, N.A., not in its individual capacity,but solely as Trustee under that certain Indenture of Trust dated as of September 19 2021 for the benefit of the Owners described therein (as supplemented, renewed, extended, and/or amended from time to time, the "Indenture"), whose business address is 10 South Wacker Drive, 131h Floor, Chicago, IL 60606, Attn: Gail Klewin, as beneficiary(together with its successors and assigns as indenture trustee, "Beneficiary"). 1. The City of Baytown, Texas, a Texas municipal corporation and home-rule city of the State of Texas principally situated in Harris County, Texas (the "City") has determined that it is in the best interests of the City and its residents to construct a full-service, upper-upscale hotel and convention center that will include public meeting space and related public infrastructure and facilities as well as certain surface parking, landscaping, hardscaping and other amenities (collectively, the"Project"). 2. The parties intend that the development of the Project will proceed as follows: (i) the City will lease to Grantor pursuant to the Ground Lease Agreement (the "Ground Lease"), a tract of land located in the City on which an upper-upscale, full-service hotel, having approximately 208 rooms to include guestrooms and suites, appropriate support facilities such as a restaurant(s), a lounge(s) or bar(s), supporting back-of-the-house areas, and food preparation facilities, to the extent not constructed as City Facilities, together with such other amenities and features characteristic of a full-service hotel (the "Hotel") and the public, City-owned convention center facilities, certain surface or structured parking and certain public facilities and infrastructure (the "City Facilities") will be constructed, (ii) concurrently herewith, the City Facilities will be conveyed by the Grantor to the City, and the City will then lease the City Facilities back to the Grantor under a facilities lease for use as public meeting and convention center facilities and public parking spaces in connection with the Project,and(iii)the Grantor will retain ownership of the Hotel. 3. The Hotel and the City Facilities will be subject to a condominium regime pursuant to which a Hotel Unit,owned by the Grantor, City Facilities Unit, owned by the City(after the conveyance from the Grantor to the City), and Common Elements related to each of the Hotel Unit and the City Facilities Unit will be created (the Hotel Unit, together with the Hotel Unit's undivided interest in the Common Elements shall be collectively referred to herein as the "Condominium Project") under that certain declaration to be filed by the Grantor as the declarant LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 2 ACTIVE 48008905v7 pursuant to the Uniform Condominium Act, Texas Property Chapter 82 (the "Condominium Declaration")as more particularly described in Exhibit A attached hereto. 4. The Project is located within the boundaries of the Grantor and the development of the City Facilities and the Hotel constitutes an authorized development project under the Act. 5. Section 377.073 of the Act authorizes the Grantor to issue bonds to pay the costs of the Hotel and funding certain reserves and other required amounts in connection therewith. 6. The Grantor has authorized the issuance of (i) its Baytown Municipal Development District First-Lien Hotel Revenue Bonds(Baytown Convention Center Hotel),Series 2021 A(the"Series 2021 First-Lien Bonds"), in the aggregate principal amount of $18,115,000.00, (ii) its Baytown Municipal Development District Second-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021 B, (the "Series 2021 Second-Lien Bonds") in the aggregate principal amount of $14,195,000.00, and (iii) its Baytown Municipal Development District Combination Limited Sales Tax Revenue and Third-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021 C, (the "Series 2021 Third-Lien Bonds") in the aggregate principal amount of$29,175,000.00, (collectively, the"Series 2021 Bonds"). 9. In connection with and at the time of execution of the Ground Lease, the Grantor and Hyatt Corporation (the"Operator") shall enter into or has entered into a Hotel Services Agreement (as the same may be amended and restated, the "Hotel Services Agreement"), for the operation and maintenance of the Hotel. 10. The Trustee requires that this Deed of Trust be executed and delivered as security for the Grantor's obligations under the Bonds. ARTICLE 1. DEFINITIONS Section 1.1 Definitions. Capitalized terms used and not defined herein shall have the meanings given thereto in the Indenture. As used herein the following terms shall have the following meanings: "Act"means Chapter 377 of the Texas Local Government Code, as amended. "Accounts"shall have the meaning ascribed thereto in the Code. "Additions or Alterations"means modifications,repairs,renovations,renewals,improvements, replacements,alterations,additions,enlargements, or expansions in, on, or to the Condominium Project, including any and all machinery, furnishings, and equipment therefor. "Assignment of Contracts"means the Collateral Assignment of Contracts executed by Grantor as of September 1, 2021 for the benefit of the Beneficiary. "Beneficiary" shall have the meaning given in the Recitals of this Deed of Trust, subject to Section 10.5. "Bond Documents"has the meaning given in the Indenture. LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 3 ACTIVE 48008105v7 "Bonds" shall mean the Series 2021 Bonds and any"Additional Bonds" issued pursuant to and in accordance with the terms of the Indenture. "City Facilities"shall have the meaning given in the Recitals of this Deed of Trust. "City Facilities Unit" means the "City Facilities Unit" described in the Condominium Declaration. "Code"means the Texas Business and Commerce Code, as it may hereafter be amended. "Common Elements"the"Common Elements"described in the Condominium Declaration. "Condemnation" means any taking by condemnation or eminent domain proceedings or any conveyance under threat of condemnation or eminent domain proceedings with respect to any portion of the Hotel Unit (including the Improvements). "Condominium Declaration" shall have the meaning given in the Recitals. "Condominium Project"shall have the meaning given in the Recitals. "Continuation Statement"means an amendment of a Financing Statement which(i)identified, by its file number, the initial Financing Statement to which it relates; and (ii) indicates that it is a continuation statement for, or that it is filed to continue the effectiveness of, the identified Financing Statement. "Contracts"shall have the meaning given in Article 2 of this Deed of Trust. "Costs"shall have the meaning given in Section 9.2 of this Deed of Trust. "Creditors'Rights Laws"shall mean with respect to any person or entity,any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, assignment for the benefit of creditors, composition or other relief with respect to its debts or debtors (including, without limitation,the United States Bankruptcy Code). "Deed of Trust Trustee" shall have the meaning given in the first paragraph of this Deed of Trust, subject to Section 11.1. "Depository Accounts"shall have the meaning set forth in the Indenture. "Depository Bank" means the bank in which the Grantor will maintain funds and accounts in accordance with the Indenture,with the initial depository bank being JPMorgan Chase Bank,N.A. "Depository Control Agreement"means that depository control agreement entered into among the Depository Bank,the Grantor,the Operator,and the Trustee for purposes of perfecting the Trustee's security interest in and to the Depository Accounts. LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 4 ACTIVE 48008105v7 "Equipment" shall have the meaning ascribed thereto in the Code. "Event of Default"shall have the meaning given in Section 5.1 of this Deed of Trust. "Financing Statement" shall have the meaning ascribed thereto in the Code. "Fixture Filing"shall have the meaning ascribed thereto in the Code. "Fixtures"shall have the meaning ascribed thereto in the Code. "General Intangibles" shall have the meaning ascribed thereto in the Code. "Goods" shall have the meaning ascribed thereto in the Code. "Governmental Agency"means the United States of America; the State of Texas; each county, city, or town in which the Condominium Project is located; or any other political subdivision in which any portion of the Condominium Project is located,and any other political subdivision,agency,authority, board, department, or instrumentality properly exercising jurisdiction over the Grantor, any agent or contractor of the Grantor, or any part of the Hotel Unit or the Condominium Project. "Grantor"shall have the meaning given in the Recitals of this Deed of Trust, subject to Section 10.5. "Ground Lease"shall have the meaning given in the Recitals of this Deed of Trust. "Hotel Services Agreement"shall have the meaning given in the Recitals of this Deed of Trust. "Hotel Services Agreement SNDA" means the Subordination, Non-Disturbance and Attornment Agreement dated as of September 1, 2021, by and between Beneficiary and Operator and joined in by Grantor. "Hotel Unit"means the"Hotel Unit"described in the Condominium Declaration. "Improvements"shall have the meaning given in Article 2 of this Deed of Trust. "Income"shall have the meaning given in Section 2.3 of this Deed of Trust. "Indebtedness"shall have the meaning given in Section 2.2 of this Deed of Trust. "Indemnified Matter"shall have the meaning given in Section 9.3 of this Deed of Trust. "Indenture"shall have the meaning given in the Recitals of this Deed of Trust. "Instrument"shall have the meaning ascribed thereto in the Code. "Interest Law"shall have the meaning given in Section 8.1 of this Deed of Trust. LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 5 ACTIVE 48008105v7 "Lease Rent Notice"means a notice meeting the requirements of the Texas Assignment of Rents Act from Beneficiary to any lessee under a Lease stating that the Lease has terminated and instructing such lessee under a Lease to pay all current and future Rents under the Leases directly to Beneficiary, and attorn in respect to all other obligations thereunder directly to Beneficiary, or the Deed of Trust Trustee on Beneficiary's behalf. "Leases"shall have the meaning given in Article 2 of this Deed of Trust. "Maximum Legal Rate of Interest" shall have the meaning given in Section 8.1 of this Deed of Trust. "Mortgaged Premises" shall have the meaning given in Article 2 of this Deed of Trust. "Obligations" shall have the meaning given in Article 2 of this Deed of Trust. "Operator"shall have the meaning given in the Recitals of this Deed of Trust. "Owners"has the meaning given in the Indenture. "Owners' Association" shall mean the condominium association organized in connection with the Condominium Project. "Permits" shall have the meaning given to such term in Article 2 of this Deed of Trust. "Permitted Encumbrances"has the meaning ascribed thereto in the Indenture. "Personal Property"shall have the meaning given in Article 2 of this Deed of Trust. "Personal Property Collateral"shall have the meaning given in Article 2 of this Deed of Trust. "Plans" shall have the meaning given to such term in Article 2 of this Deed of Trust. "Proceeds" shall have the meaning ascribed thereto in the Code. "Rents" All "Rents" as defined in the Texas Assignment of Rents Act applicable to all or any portion of the Mortgaged Premises including,without limitation,any revenues,royalties, income,issues, proceeds,bonus monies,profits,security and other types of deposits(after Grantor acquires title thereto) and other benefits paid or payable by parties to the Leases and/or Contracts (other than Grantor) for using, leasing, licensing,possessing,operating from,residing in,selling or otherwise enjoying all or any portion of the Mortgaged Premises. "Security Agreement"shall have the meaning ascribed thereto in the Code. "Taxes" means any taxes, assessments, levies, or other impositions by any governmental authority, including, without limitation, local, state, and/or federal governmental bodies,water districts, utility districts,school districts,or other entities having taxing authority with respect to all or any portion of the Hotel Unit,Improvements or Personal Property. LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 6 ACTIVE 48008105v7 "Texas Assignment of Rents Act" means Chapter 64 of the Texas Property Code or any successor statute, as amended from time to time. "Transaction Documents"means,collectively,the Bond Documents,the Contracts,the Ground Lease, the Hotel Services Agreement, and any other material document entered into in connection with the financing, development,construction,or operation of the Condominium Project. Section 1.2 Construction of Certain Terms. For all purposes of this Deed of Trust,except as otherwise expressly provided or unless the context otherwise requires, the following rules of construction shall apply: (a) Words importing a gender include both genders. (b) Words importing the singular include the plural, and vice versa. (c) A reference to a document includes an amendment, supplement, or addition to, or replacement, substitution, or novation of, that document but, if applicable, only if such amendment, supplement, addition, replacement, substitution or novation is permitted by and in accordance with the applicable Transaction Documents. (d) Any term defined herein by reference to another instrument or document shall continue to have the meaning ascribed thereto whether or not such other instrument or document remains in effect. (e) A reference to any Person includes such Person's successors and assigns,but, if applicable, only if such successors and assigns are permitted by the applicable Transaction Documents, and reference to any Person in a particular capacity excludes such Person in any other capacity or individually. (f) All references in this instrument to designated "Articles," "Sections," and other subdivisions are to be designated Articles,Sections,and other subdivisions of this Deed of Trust. All references in this Deed of Trust to "Exhibits" are to the designated Exhibits to this Deed of Trust. (g) The words "herein," "hereof," "hereby," and "hereunder" and other words of similar import refer to this Deed of Trust as a whole and not to the specific section or provision where such word appears. (h) The words"including"and"includes,"and words of similar import, are deemed to be followed by the phrase"without limitation." (i) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. 0) Unless the context requires otherwise, a reference to the "Hotel Unit," the "Condominium Project," the "Improvements," the "Personal Property," the "Mortgaged LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 7 ACTIVE 48008105v7 Premises" or the "Personal Property Collateral" is deemed to be followed by the phrase "or a portion thereof." (k) Every"request,""order,""demand,""direction,""application,""appointment," "notice,""statement,""certificate,""consent,""approval,""waiver,""identification,"or similar action under this Deed of Trust by any party shall, unless the form of such instrument is specifically provided,be in writing duly signed by an authorized representative of such party. (1) The parties hereto acknowledge that each such party and their respective counsel have participated in the drafting and revision of this Deed of Trust. Accordingly, the parties agree that any rule of construction that disfavors the drafting party shall not apply in the interpretation of this Deed of Trust. ARTICLE 2. GRANTING CLAUSE Section 2.1 NOW THEREFORE, to secure the payment of all of the Indebtedness, and the performance and observance of all the Obligations, and to charge the properties, interests, and rights hereinafter described with such payment, performance, and observance, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, and SET OVER, unto Deed of Trust Trustee, with power of sale, for the benefit of Beneficiary (for the benefit of the Owners), FOREVER, and does hereby GRANT A CONTINUING SECURITY INTEREST to Deed of Trust Trustee and Beneficiary (for the benefit of the Owners),all in trust with power of sale in accordance with the terms and conditions hereof, in the following property (whether now owned or held or hereafter acquired and whether now existing or hereafter coming into existence, the "Mortgaged Premises") (this Deed of Trust covering, attaching to, encumbering,and pertaining to all after-acquired title of Grantor in and to any or all of the items described below and to any mineral rights or interests obtained): (a) All of Grantor's leasehold estate in and to the Hotel Unit and the Hotel Unit's undivided interest in the Common Elements as derived from the Ground Lease and Condominium Declaration, including all assignments, modifications, extensions and renewals thereof, and all credits, deposits, options, proceeds, privileges and rights of Grantor as tenant under the Ground Lease, including, but not limited to, the right, if any, to renew or extend the Ground Lease for a succeeding term or terms, the right, if any, to exercise an option to purchase the Hotel Unit; and (b) All of Grantor's right, title, and interest in and to the following: (i) the Hotel Unit created pursuant to the Condominium Declaration; (ii) all buildings, structures, other constructions, and improvements hereafter located upon and/or within the Hotel Unit(including the Hotel), together with all replacements thereof and additions thereto (collectively, the "Improvements"), subject to any reversionary right of the City, all as provided with greater specificity in the Ground Lease; (iii) all servitudes, easements, and appurtenances thereto, now or hereafter benefiting the Hotel Unit, and (iv) all of Grantor's right, title, and interest in and to all other facilities, Fixtures, machinery, apparatus, installations, appliances, construction materials, supplies, Equipment,and other property now or hereafter used in connection with the design, management, rehabilitation, LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 8 ACTIVE 48008105v7 renovation, demolition, construction, maintenance and operation of the Improvements, including, but not limited to, all heating, ventilating, air conditioning, plumbing, and electrical equipment, lighting and lighting equipment, elevators and escalators, security systems, utility lines, refuse facilities, waste removal systems, generators, transformers, cooling towers, maintenance depots, power plants, storage tanks, fire pumps, fire control, sprinkler and stand pipe systems, emergency power and automatic transfer switches, air conditioning units, dishwashers,refrigerators,recreational equipment and improvements,building and site controls, sewerage facilities, and all associated piping, wiring, conduits, feeders, tracks, plumbing, and drainage facilities now or hereafter located on and/or within the Hotel Unit and used or procured for use in connection with the Improvements (collectively,the"Personal Property"); and (c) all rights,titles,and interests now owned or hereafter acquired by Grantor in and to (i) all servitudes, easements, streets, and rights-of-way of every kind and nature adjoining or benefiting the Hotel Unit and all rights to use streets or roadways located on property owned by the City for purposes of access to publicly dedicated and maintained streets or roadways; (ii) all leasehold interests, subleasehold interests, licenses, appurtenances, servitudes, hereditaments, rights-of-way, privileges, prescriptions and advantages thereunto belonging or in anywise appertaining; (iii) all replacement or substitute leases, ground leases, subleases, or other agreements at any time executed or delivered concerning the Hotel Unit; and (iv) any greater or lesser estate in and to any portion of the Hotel Unit now owned or hereafter acquired by Grantor; and (d) all rights, titles, and interests of Grantor in and to the present or future use of water, water rights, electricity, and gas; all rights to use any and all water,wastewater, drainage water,storm water,electrical and gas transmission lines,cables,conduits,culverts,pipelines, lift stations, pumps, transformers, substations, equipment, meters, connections, and other utility facilities of every kind and character to the extent such rights are appurtenant to the Hotel Unit or such use benefits the Hotel Unit including the Improvements now or hereafter located thereon or such rights are granted or permitted to Grantor, or any of them; and (e) all of Grantor's rights, titles, and interests in, to, and under (i) all other leases and subleases now or hereafter in effect,pursuant to which any person is now or hereafter granted a possessory interest in, or right to use or occupy all or any portion of the Hotel Unit including the Improvements, and every modification, amendment, or other agreement relating to such lease, sublease, and other agreement, and every warranty and guarantee of the performance and observance of the covenants, conditions, and agreements to be performed and observed by the other party thereto, whether before or after the filing by or against Grantor of any petition for relief under any Creditors' Rights Laws (collectively, the "Leases"), including, without limitation,all landlord's liens,security interests,assignments of rents;(ii)to the extent permitted by applicable law, all security deposits under the Leases; (iii) all right, title and interest of Grantor, its successors and assigns in and under the Leases, including, without limitation, cash or securities deposited under the Leases to secure the performance by the lessees or sublessees of their obligations thereunder and Rents; and(iv)all proceeds from the sale or other disposition of the Leases LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 9 ACTIVE 48008105v7 and the right to receive and apply the Rents to the payment of the Indebtedness all rents derived from all such Leases; and (f) all proceeds of,and any unearned premiums on,any insurance policies covering the Mortgaged Premises (including, without limitation, the right to receive and apply the proceeds of any insurance,judgments, or settlements made in lieu thereof, for damage to the Mortgaged Premises); and (g) all of Grantor's right, title, and interest in, to, and under: (i) any and all construction, engineering, consulting, architectural, property and development rights, zoning, land use, subdivision improvement, cost recovery, acquisition, reimbursement, irrigation and water rights,water and wastewater treatment,service,supply,utility,management,maintenance, landscaping, parking, access, servitude, easement, license, land exchange, sales, purchase, purchase option, and escrow contracts and agreements and letters of credit to which Grantor is a party, or under which Grantor has rights or interests, and all other similar contracts and agreements to which Grantor is a party, or under which Grantor has rights or interests, whether relating to the Hotel Unit, the Condominium Project, any Additions or Alterations or otherwise, whoever the parties are to such contracts and agreements, and whether such contracts and agreements are currently in existence or are subsequently entered into, and/or as assigned by Grantor to Beneficiary (for the benefit of the Owners) pursuant to the Assignment of Contracts for the consideration therein described (which contracts and agreements, together with any guaranty, and all renewals, extensions, amendments, modifications, and supplements to any of the contracts and agreements described in this clause (i) are collectively referred to as the "Development Contracts"), and any assignments, pledges, deposits, or other collateral for any third party's performance under any of the contracts and agreements described in this clause(i); (ii) all plans, specifications, site plans, surveys, renderings, drawings, and other technical descriptions of any kind or nature, whether now or hereafter existing, which relate to the Hotel Unit,the Condominium Project,and/or any Additions or Alterations,regarding the development, construction,installation,operation,maintenance,reconstruction,restoration,decoration,repair, or replacement of the Hotel Unit, the plans and specifications for any on-site and off-site improvements to be constructed or installed as part of the Condominium Project, and/or any Additions or Alterations, and all amendments, modifications, and supplements to any of the instruments described in this clause (ii) (collectively, the "Plans"); and (iii) all agreements or commitments from any other party other than Beneficiary, to (A) finance, refinance, or credit enhance all or any portion of the Condominium Project(including the Improvements)and/or any Additions or Alterations, and(B)to purchase, or contribute equity to,the Condominium Project and/or any Additions or Alterations, and all construction bonds, completion bonds, guaranties, or other surety for the Condominium Project and/or any Additions or Alterations, and all renewals, extensions, amendments, modifications and supplements to any of the instruments described in this clause (iii) (all of the writings described in clauses (i), (ii), and (iii) above are sometimes herein referred to collectively as the"Contracts"); and (h) (i) all of Grantor's right, title, and interest in, to, and under, all construction, development, zoning, installation, use, connection, utility, grading, clearing, environmental, access, curb cut, water, water treatment, wastewater, and subdivision LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 10 ACTIVE 48008105v7 licenses,permits, and approvals to which Grantor is a party, or under which Grantor has rights, privileges, or interests, and all other similar licenses,permits, and approvals to which Grantor is a party, or under which Grantor has powers, rights, privileges, or interests relating to the Hotel Unit, the Condominium Project and/or any Additions or Alterations, whoever the issuers of, or parties to, such licenses, permits and approvals are (including, but not limited to, the City of Baytown, the County of Harris, the State of Texas, and any other Governmental Agency), and whether such licenses, permits, and approvals are currently in existence or are subsequently granted,issued,or entered into,including,without limitation,all rights and vested property rights provided to Grantor under the Development Contracts, all assigned by Grantor to Beneficiary for the benefit of the Owners pursuant to the Assignment of Contracts for the consideration therein described,together with all renewals and extensions of,amendments,modifications,and supplements to, any of the licenses,permits, and approvals described in this paragraph and any deposits or other collateral for any third party's performance under any of the licenses,permits, and approvals described in this paragraph (collectively, the "Permits"); and (ii) all vested property rights and other beneficial rights, interests, powers, and privileges of whatever kind or character arising in favor of Grantor,the Hotel Unit,and/or the Condominium Project and/or any Additions or Alterations,under the Permits; and (i) any and all rights, benefits, Accounts, issues, Proceeds, General Intangibles, trade names,money,Instruments,documents,tenements,hereditaments,and appurtenances now or hereafter owned by Grantor and appertaining to, generated from, arising out of, or belonging to the above described properties or any part thereof. TO HAVE AND TO HOLD the Mortgaged Premises unto Deed of Trust Trustee, FOREVER, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Premises unto Deed of Trust Trustee against every person whomsoever lawfully claiming or to claim the same or any part thereof. Notwithstanding anything to the contrary in the foregoing definition of Mortgaged Premises or otherwise in the Bond Documents, the Mortgaged Premises shall be subject to the Permitted Encumbrances. The Mortgaged Premises shall remain so specially encumbered,affected,and hypothecated unto and in favor of Deed of Trust Trustee,for the benefit of Beneficiary(for the benefit of the Owners)until the full and final payment or discharge of the Indebtedness and performance in full of the other Obligations and the Grantor is herein and hereby bound and obligated not to sell or alienate the Mortgaged Premises to the prejudice of this act. Grantor acknowledges that this Deed of Trust secures all indebtedness whenever made or incurred by Beneficiary under or pursuant to this Deed of Trust, the Bonds, the other Bond Documents, or otherwise, whether optional or obligatory by Beneficiary. This Deed of Trust is and shall remain effective, even though the amount of the Indebtedness may now be zero or may later be reduced to zero, until all of the amounts, liabilities, or obligations,present and future, comprising the Indebtedness have been incurred and are extinguished. Section 2.2 Future Advances and Additional Obligations LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 11 ACTIVE 48008105v7 . This Deed of Trust is made to secure(i)the performance and discharge of each and every promise, obligation, covenant, and agreement of the Grantor contained in this Deed of Trust,the Indenture, and any other Bond Document, and(ii)the payment of the following: (a) All amounts with interest thereon becoming due and payable to Beneficiary and/or the Owners under the terms of the Bonds, this Deed of Trust, or any other Bond Document, including, but not limited to, any money heretofore or hereafter advanced by Beneficiary(or its nominee or designee)on behalf of Grantor; (b) Any extension, modification, renewal, or reamortization of the Bonds, and any increase or addition thereto, and any additional bonds issued pursuant to the Indenture, whether senior to,pari passu with, or subordinate to the Bonds; (c) All other indebtedness, of whatever kind or character, now owing or which may hereafter become owing by Grantor to the Beneficiary, pursuant to the terms of the Bond Documents, whether such indebtedness is direct or indirect, primary or secondary, fixed or contingent, or arises out of or is evidenced by note, bond, mortgage, open account, overdraft, endorsement, surety agreement, guaranty, indemnification, or otherwise, it being contemplated that Grantor may hereafter become indebted to Beneficiary for further sum or sums; and (d) All additional advances, if any, as may hereafter be made by the Beneficiary(or its nominee or designee) to Grantor, whether such advances are obligatory or are to be made at the option of Beneficiary; (all the foregoing in(i)and(ii)(subject to the provisions of Section 2.6 hereof)being herein collectively called the"Obligations"and(a)-(d) above(subject to the provisions of Section 2.6 hereof)being herein collectively called the"Indebtedness"). This Deed of Trust secures not only existing indebtedness, but also such future loans,advances and obligations as may hereafter be made by the Beneficiary to Grantor, whenever made or incurred by Beneficiary under or pursuant to this Deed of Trust, the Bonds, the other Bond Documents,or otherwise,whether such loans,advances or obligations are obligatory or to be made or incurred at the option of Beneficiary, or otherwise, to the same extent as if such future advances and obligations were made or incurred on the date of the execution of this Deed of Trust. Subject to the terms of the Indenture, the obligations evidenced by the Series 2021 First-Lien Bonds have a final maturity date of October 1, 2031 and October 1, 2050, the Series 2021 Second-Lien Bonds have a final maturity date of October 1, 2031 and October 1, 2050, the serial Series 2021 Third-Lien Bonds have a final maturity date between October 1, 2025 and October 1, 2040, and the term Series 2021 Third-Lien Bonds have a final maturity date of October 1, 2045 and October 1,2050. Section 2.3 Additional Security. As an additional source of income for the payment and performance of the Obligations, Grantor hereby grants to Beneficiary (for the benefit of the Owners) a security interest in the following and all products and proceeds of the same (hereinafter collectively referred to as the "Income") to the extent of Grantor's rights, title, and interest in and to same, subject in all cases to the Permitted Encumbrances and Section 2.5 hereof, but the mention of products and proceeds herein shall not be construed as an authorization for the transfer or surrender by Grantor of the Income: LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 12 ACTIVE 48008105v7 (a) All judgments, awards of damages, insurance proceeds, and settlements hereafter made resulting from Condemnation proceedings or the taking of all or any part of the Mortgaged Premises under the power of eminent domain whether temporary or permanent, or for any damage or destruction (whether caused by such taking or otherwise) to the Mortgaged Premises or any part thereof, or to any rights appurtenant thereto, including, but not limited to, any award for change of grade of streets. Beneficiary is hereby authorized, but shall not be required,on behalf and in the name of Grantor,to execute and deliver valid acquittances for,and to appeal from, any such judgments or awards. Subject to the terms and conditions of the Indenture,Beneficiary shall apply all such sums or any part thereof so received,after the payment of all expenses, including costs and attorney's fees, as a payment on the Obligations in such manner as Beneficiary shall direct. (b) Grantor's interest in all rents,rent equivalents,money paid as damages or in lieu of rent or rent equivalents,royalties, income,receivables,receipts,revenues,deposits(including security, utility, and other deposits), Accounts, cash, issues, profits, Proceeds, charges for services rendered, reimbursement payments, adjustment payments, termination or settlement payments or awards (whether in bankruptcy, insolvency, reorganization proceedings, or otherwise), and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Grantor or its managers,contractors,agents,or employees from any and all sources arising from or attributable to the Mortgaged Premises, including all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession, or other grant of the right of the use and occupancy of the Mortgaged Premises and proceeds,if any,from business interruption or other loss of income insurance. Upon the occurrence and during the continuation of an Event of Default hereunder, Beneficiary shall have the right, at its option, and with or without taking possession of the Mortgaged Premises, to collect said rents, income, profits, and proceeds, or if the Mortgaged Premises are vacant, to rent the same and collect the rents, and apply the same to the payment of the Indebtedness after deducting all costs of collection and administration. The collection of said rents, income, profits, and proceeds by Beneficiary shall not constitute a waiver of its right to accelerate the maturity of the Bonds nor of its right to proceed with the enforcement of this Deed of Trust. Except as expressly permitted under the Bond Documents,the Hotel Services Agreement and the Depository Control Agreement,Grantor shall not assign the whole or any part of the rents, income,profits, or proceeds arising from the Mortgaged Premises without the prior written consent of(i) Beneficiary (which shall be given only as directed by Beneficiary who may withhold such consent in its sole and absolute discretion), and (ii) the Operator, if required under the Hotel Services Agreement and the Depository Control Agreement, and any assignment thereof without such consent will be null and void; and upon notice and demand, Grantor shall transfer and assign to Beneficiary (for the benefit of the Owners), subject to the terms and conditions thereof and Section 2.5 hereof, in form satisfactory to Beneficiary, the lessor's interest in any lease now or hereafter affecting the whole or any part of the Mortgaged Premises. LEASEFIOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 13 ACTIVE 48008105v7 The liens,security interests,and rights granted by this Deed of Trust shall not affect or be affected by any other security taken for the Obligations or any part thereof. The taking of additional security, or the extension or renewal of the Obligations or any part thereof, shall at no time release or impair the liens, security interests, and rights granted hereby, or affect the liability of any endorser, guarantor, or surety, or improve the right of any junior lienholder; and this Deed of Trust, as well as any instrument given to secure any renewal or extension of the Obligations, or any part thereof, shall be and remain the first and prior lien and security interest on all of the Mortgaged Premises not expressly released,until the Obligations are completely paid and performed. Section 2.4 Subrogation to Existing Liens. Subject to applicable law, it is agreed that the lien hereby created shall take precedence over and be a prior lien to any other lien of any character, including, without limitation, any vendor's, materialman's, or mechanic's lien, hereafter created on the Mortgaged Premises, and in the event the proceeds of the Bonds are used to acquire or to pay off and satisfy any indebtedness and liens heretofore existing on the Mortgaged Premises, then Beneficiary is, and shall be, subrogated to all of the rights, liens, and remedies of the holders of the indebtedness and liens so acquired or paid off,regardless of whether the indebtedness and liens are acquired by Beneficiary by assignment or are released by the holders thereof upon payment. Section 2.5 Controlling Rights under Depository Control Agreement and Hotel Services Agreement. Notwithstanding anything to the contrary in this Article II,Articles IV and VI or any other provisions of this Deed of Trust, Beneficiary's rights hereunder shall be subject and subordinate to the terms of the Depository Control Agreement, the Hotel Services Agreement (unless expressly provided otherwise in the Hotel Services Agreement SNDA) and the rights of the Operator (unless expressly provided otherwise in the Hotel Services Agreement SNDA). ARTICLE 3. COVENANTS,REPRESENTATIONS AND AGREEMENTS OF GRANTOR Section 3.1 Title to Mortgaged Premises. Grantor represents and warrants that, as of the date hereof: (a) it has good and indefeasible (i) leasehold title to the Hotel Unit (including the Improvements) and (ii) ownership of the other portions of the Mortgaged Premises, subject in each case only to the terms of the Ground Lease and to the items set forth in the Permitted Encumbrances; (b) no part of the Mortgaged Premises is homestead or marital property; (c) this Deed of Trust has been duly executed and delivered by a duly authorized representative of Grantor and constitutes the legal, valid, and binding obligation of Grantor, enforceable in accordance with its terms; (d) this Deed of Trust and the other Bond Documents pertaining to the Mortgaged Premises, when duly recorded in the appropriate public records, create a valid and enforceable lien or security interest upon the Mortgaged Premises; and LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 14 ACTIVE 48008105v7 (e) there are no present defenses or offsets to this Deed of Trust or to any amounts or obligations secured hereby. Grantor covenants and agrees to deliver forthwith to Beneficiary any and all certificates or other evidence of title which Grantor may secure through any proceeding for the registration of title to the Mortgaged Premises,or otherwise. Section 3.2 Title Insurance Proceeds. Grantor hereby collaterally assigns, transfers, and sets over to Beneficiary for the benefit of the Owners all rights of Grantor to any insurance proceeds payable to Grantor under any policies of title insurance which relate to the Mortgaged Premises and which name or inure to the benefit of Grantor. Grantor will, in good faith and with due diligence, file and prosecute what would otherwise be Grantor's claim for any insurance proceeds as a result of any loss. Grantor hereby irrevocably authorizes Beneficiary, in the name of Grantor or otherwise, to collect such title insurance proceeds from the applicable underwriters or agents and to file and prosecute such claims, if Grantor fails to act or is in default hereunder. All proceeds payable to Grantor under such title insurance policy or policies naming or inuring to the benefit of Grantor shall be payable to Grantor to be held in trust for the benefit of Beneficiary, provided Grantor shall be permitted to use such proceeds to repair the Mortgaged Premises, to the extent that the event for which proceeds were awarded is curable by repair. Provided, however, that in the event that proceeds are paid under any title policy during the continuance of an Event of Default, all proceeds payable to Grantor under such title insurance policy or policies naming or inuring to the benefit of Grantor shall be paid to Beneficiary, and, during the continuance of an Event of Default shall be applied by Beneficiary against the Obligations secured hereby in such order and manner as Beneficiary shall direct in writing. With regard to that portion, if any, of proceeds from such title insurance policy which remain after the full and final payment and satisfaction of the Obligations, including all accrued but unpaid interest, penalties, costs and expenses due and owing, such remaining portion of the proceeds shall be paid to Grantor. Section 3.3 Recordation. Grantor, at its expense, will at all times cause this Deed of Trust and any instruments amendatory hereof or supplemental hereto and any instruments of assignment hereof or thereof (and hereby authorizes Beneficiary to file any appropriate Financing Statements or other instruments and Continuation Statements or other instruments and Continuation Statements with respect to any thereof)to be recorded,registered,and filed and to be kept recorded,registered,and filed, in such manner and in such places, and will pay all such recording,registration, and filing fees and other similar charges, and will comply with all such statutes and regulations as may be required by applicable law in order to establish, preserve, perfect, and protect the lien of this Deed of Trust as a valid, direct first lien on and first priority perfected security interest in the Mortgaged Premises, subject only to the Permitted Encumbrances. Grantor will pay or cause to be paid, and will indemnify Beneficiary in respect of, all taxes (including interest and penalties) at any time payable in connection with the liens or security interests created hereby, the filing and recording of this Deed of Trust, and, subject to the provisions of the Indenture, any and all supplements and amendments hereto, or in connection with the Bonds. Section 3.4 Third Party Agreements. Grantor shall promptly notify Beneficiary of any of the following entered into or discovered to affect the Mortgaged Premises after the date of this Deed of Trust: (i)municipal utility districts or contractual cost share arrangements, (ii)construction contracts or subcontracts, (iii) material warranties or guaranties, (iv) unrecorded agreements that confer material rights to the Grantor, or (v) licenses or permits that are necessary for the construction or renovation of the Hotel Unit (including the Improvements) or the operation of the Mortgaged Premises. In the event LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 15 ACTIVE 48008105v7 that any of the foregoing materially or adversely affects the Grantor's use, operation, and enjoyment of the Mortgaged Premises, Grantor shall not enter into same without Beneficiary's prior written consent, and, to the extent approved by Beneficiary, Grantor shall cause the foregoing to be collaterally assigned to Beneficiary in a form of pledge and security agreement reasonably satisfactory to Beneficiary. Section 3.5 Acquired Property Subject to Lien. All leasehold interests, subleasehold interests, servitude rights, licenses, and property at any time acquired by Grantor, and all greater or different interests in all or any part of the Mortgaged Premises at any time acquired by Grantor,whether such interests, servitude rights, licenses, property, or interests are acquired by exchange, purchase, construction, replacement, or substitute lease, sublease or ground lease, or otherwise, shall forthwith become subject to the lien of this Deed of Trust without further action on the part of Grantor or Beneficiary, including, without limitation, any additional land, leasehold interests, and subleasehold interests,which may hereafter be included within the Mortgaged Premises. Grantor, at its expense,will execute and deliver to Beneficiary,upon request(and will record and file as provided in Section 3.3), an instrument supplemental to this Deed of Trust, reasonably satisfactory in substance and form to Beneficiary,whenever such an instrument is,in the opinion of Beneficiary,necessary or advisable under applicable law to subject to the lien of this Deed of Trust all right, title, and interest of Grantor in and to all property required by this Deed of Trust to be subjected to the lien hereof and acquired by Grantor since the date of this Deed of Trust or the date of the most recent supplemental instrument so subjecting property to the lien hereof, whichever is later. Grantor shall further execute and deliver such authority documents, legal opinions, and title policies and endorsements as Beneficiary shall reasonably require. All costs and expenses arising in connection with this Section 3.5 shall be borne exclusively by Grantor. Section 3.6 Maintenance and Repair of Mortgaged Premises. Grantor shall keep, or cause to be kept, every part of the Mortgaged Premises in good operating repair and condition, in a safe and habitable condition. Subject to Grantor's rights to contest same as may be expressly provided for in the Indenture,Grantor shall discharge all claims for labor performed and material furnished therefor,and shall not suffer any lien of mechanics or materialmen therefor to attach to any part of the Mortgaged Premises. Grantor shall protect every part of the Mortgaged Premises from removal, destruction, and damage except as contemplated by the Ground Lease, and shall not do or suffer to be done any act whereby the value of any part of the Mortgaged Premises may be lessened. Except as contemplated by the Ground Lease, no building, Improvement, or other property now or hereafter covered by the lien of this Deed of Trust shall be removed, demolished, or materially altered or enlarged, nor shall any new building or Improvement be constructed,without the prior written consent of Beneficiary,which consent may be withheld in their sole discretion. Beneficiary,and their respective agents or representatives shall, upon prior reasonable notice to Grantor, have access to the Mortgaged Premises at all reasonable times in order to inspect same and to verify Grantor's compliance with their duties and obligations under this instrument. Section 3.7 Payment of Taxes. Grantor shall pay or cause to be paid,prior to delinquency, all Taxes owed by the Grantor and levied or assessed against the Mortgaged Premises,including,without limitation, all transfer taxes and taxes in lieu of ad valorem taxes, as the same become due and payable; provided, however, that Grantor may contest the amount of such Taxes and assessments so long as Grantor does so in good faith, by appropriate proceedings, and in accordance with the terms of the Indenture. In the event of the passage subsequent to the date of this Deed of Trust of any law or regulation deducting from the value of the Mortgaged Premises for the purposes of taxation, any lien thereon, or changing in any way the laws now in force for the taxation of deeds of trust,mortgages,or indebtedness LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 16 ACTIVE 48008105v7 secured thereby, for state or local purposes, or the manner of the operation of any such taxes so as to affect the interest of Beneficiary, then and in such event, Grantor shall bear and pay the full amount of such Taxes owed by the Grantor. If Grantor fails to pay or cause to be paid, prior to delinquency, any such Taxes owed by the Grantor and assessments including, without limitation, transfer taxes, taxes in lieu of ad valorem taxes and taxes against this Deed of Trust or the Obligations secured hereby, Beneficiary may pay the same, together with all costs and penalties thereon, at Grantor's expense; provided,however,that if for any reason payment by Grantor of any such new or additional taxes would be unlawful or if the payment thereof would constitute usury or render the Obligations wholly or partially usurious under any of the terms or provisions of the Bonds or this Deed of Trust, or otherwise, Beneficiary (acting at the direction of the Owners) may pay the amount or portion of such Taxes as renders the Obligations unlawful or usurious, in which event Grantor shall concurrently therewith pay the remaining lawful and non-usurious portion or balance of said Taxes. Section 3.8 Utility Services. As contemplated by the Bond Documents, the Transaction Documents and the Ground Lease, Grantor will pay or cause to be paid all charges for all public and private utility services as required for use of the Hotel Unit, all public or private rail and highway services,all public or private communications services, and all sprinkler systems and protective services at any time rendered to or in connection with the Mortgaged Premises or any part thereof, will comply or cause compliance with all contracts relating to any such services, and will do or cause to be done all other things required for the maintenance and continuance of all such services. Section 3.9 Licenses and Qualifications. Grantor shall do all things necessary to obtain, maintain, and renew, or cause to be obtained, maintained, and renewed, from time to time, all permits, licenses, and other governmental approvals necessary for construction, installation, renovation, operation, demolition,revitalization,use,and/or occupancy of the Mortgaged Premises as contemplated by the Transaction Documents. Grantor hereby agrees to give prompt notice to Beneficiary of the failure to obtain, or the modification or loss of, any permit, license, or other governmental approval that materially and adversely affects the Condominium Project, which notice shall set forth the reasons for such failure to obtain, or such modification or loss, and the steps Grantor is taking to obtain or reinstate such permit, license, or approval. Section 3.10 Beneficiary's Right to Cure. Grantor acknowledges and confirms Beneficiary's right to cure any default, event of default, or Event of Default of Grantor under the Transaction Documents, and shall cooperate with Beneficiary in accordance with the terms of such agreements and any consents executed in connection therewith in the event of exercise by Beneficiary of its right to cure as herein contained. In addition, if Grantor shall fail to maintain the Hotel Unit (including the Improvements)on the Mortgaged Premises in the repair and condition required hereunder, or to pay promptly when due all Taxes and assessments, as aforesaid, or to pay promptly when due all charges for utility services, as aforesaid, or to preserve the prior lien of this Deed of Trust on the Mortgaged Premises,as provided herein,or to keep the Hotel Unit(including the Improvements)insured as provided herein,or to deliver the policy,or policies,of insurance or the renewal thereof to Beneficiary as provided herein, then Beneficiary may, at its option, but without being required to do so, make such repairs,perform such maintenance, pay such Taxes and assessments, pay such utility charges, purchase any tax title thereon, remove any prior liens, and prosecute or defend any suits in relation to the preservation of the prior lien of this Deed of Trust on the Mortgaged Premises, or insure and keep the Hotel Unit(including the Improvements) insured in an amount not to exceed that stipulated herein; any sums which may be so paid out by Beneficiary and all sums paid for insurance premiums, as aforesaid, LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 17 ACTIVE 48008105v7 including,but not limited to,the costs, expenses,and attorney's fees paid in any proceeding,transaction, or suit affecting the Mortgaged Premises when necessary to protect the lien hereof shall be paid by Grantor to Beneficiary upon demand, and shall be deemed a part of the Obligations hereby secured and recoverable as such in all respects. The following notice is given to the Grantor to comply with Section 307.052 of the Texas Finance Code: TEXAS FINANCE CODE SECTION 307.052 COLLATERAL PROTECTION INSURANCE NOTICE: (A) GRANTOR IS REQUIRED TO (i) KEEP THE PROPERTY INSURED AGAINST DAMAGE IN THE AMOUNT THE BENEFICIARY AND THE BOND DOCUMENTS SPECIFY; (ii) PURCHASE THE INSURANCE FROM AN INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE SURPLUS LINES INSURER;AND(iii)NAME THE BENEFICIARY AS THE PERSON TO BE PAID UNDER THE POLICY OR POLICIES IN THE EVENT OF A LOSS; (B) GRANTOR MUST, IF REQUIRED BY THE BENEFICIARY OR THE BOND DOCUMENTS, DELIVER TO THE BENEFICIARY A COPY OF EACH POLICY AND PROOF OF THE PAYMENT OF PREMIUMS; AND (C) IF GRANTOR FAILS TO MEET ANY REQUIREMENT LISTED IN CLAUSE (A) OR f M, THE BENEFICIARY MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF GRANTOR ON GRANTOR'S EXPENSE. Section 3.11 Inspection. Subject to the terms of the Ground Lease, Grantor will permit Beneficiary, and any representatives designated by Beneficiary: (a) to inspect the books of account of Grantor and all other property, books, and records relating to the Mortgaged Premises and to make copies thereof and extracts therefrom, and to discuss its affairs, finances, and Accounts with, and to be advised as to the same by, any partner, member, officer, and any employee or independent accountant of Grantor or Grantor's partners or members, all at such reasonable times and intervals as from time to time may be requested; and (b) subject to the terms of the Ground Lease,at any time and from time to time upon reasonable notice to the Grantor,to visit and inspect the Mortgaged Premises or any part thereof, which inspection may, without limitation, be for the purpose of determining the presence or absence of hazardous material, and, at Grantor's expense, to perform any environmental audit, to sample and monitor soil and groundwater, and to perform such other tests, above and below ground,as Beneficiary and/or any Owner reasonably deems necessary or desirable;provided that representatives of Grantor shall be afforded a reasonable opportunity to accompany Beneficiary's and any Owner's representatives during such inspections, audits, sampling, or testing; and provided further that if Grantor LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 18 ACTIVE 48008105v7 shall fail to comply with this clause (b), Grantor hereby agrees that, whether or not an Event of Default shall have occurred or be continuing (and whether or not any cure period with respect thereto shall have commenced or expired),Beneficiary shall be entitled,as a matter of strict right, and without regard to the then value of the Mortgaged Premises,to the appointment of a receiver to enforce the provisions of this clause(b). Neither Beneficiary, nor any Owner shall have any duty to make any such inspection or perform any such audit, sampling or tests and shall not incur any liability or obligation for not making same or, once having undertaken any such inspection, audit, sampling or tests, for not making the same carefully or properly(provided,however,that the forgoing exception shall not include the gross negligence or willful misconduct of the Beneficiary), or for not completing the same; nor shall the fact that such inspection, audit, sampling, or tests may not have been made by Beneficiary, or any Owner relieve Grantor of any obligations that Grantor may otherwise have hereunder or under any other Bond Document. Section 3.12 Condominium Project Contracts. Grantor shall comply, or shall cause compliance with, in all material respects, all Transaction Documents to which it is a party, and shall obtain and maintain, or cause to be obtained and maintained all approvals, licenses, and Permits necessary for the development, demolition, construction, renovation, completion, maintenance, ownership,use, and occupancy of the Hotel Unit. Section 3.13 Liens. Grantor shall maintain the lien and security interest of this Deed of Trust as a first priority lien and security interest on the Mortgaged Premises and shall take all actions and execute and deliver to Beneficiary all documents as may from time to time be required to maintain and preserve such first priority lien and security interest. Grantor acknowledges that any further encumbrance of the Mortgaged Premises(beyond that expressly permitted hereunder or under the Bond Documents) could significantly and materially alter, impair, and reduce Beneficiary's security for the Obligations. Therefore, Grantor will not directly or indirectly create or permit or suffer to be created or to remain, and will promptly discharge or cause to be discharged, any deed of trust, mortgage, encumbrance, or charge on, pledge of, security interest in, or conditional sale or other title retention agreement or other lien with respect to the Mortgaged Premises or any part thereof or the interest of the Grantor or Beneficiary therein or any rents or other sums arising therefrom, other than the Permitted Encumbrances. Section 3.14 Transfer of Mortgaged Premises. Grantor acknowledges that the financial stability and managerial and operational ability of Grantor were substantial and material considerations to the Owners in their agreement to purchase the Bonds and that a sale, transfer, conveyance, or other disposition of all or any part of the Mortgaged Premises could significantly impair and reduce Beneficiary's security for the Obligations. Therefore, Grantor shall not, voluntarily or by operation of law,directly or indirectly,sell,transfer, convey,or otherwise dispose of all or any part of the Mortgaged Premises, or any interest in the Mortgaged Premises, except as otherwise expressly permitted in the Indenture and subject to (i) the purchase option and any other reversionary rights of the City as more specifically provided in the Ground Lease, and(ii) the rights and entitlements of the Operator under the Hotel Services Agreement(unless expressly provided otherwise in the Hotel Services Agreement SNDA) and the Depository Control Agreement. No such sale,transfer,or conveyance shall relieve Grantor from primary liability for its obligations under the Bond Documents. Section 3.15 Reserved LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 19 ACTIVE 48008105v7 Section 3.16 Transfer of Ownership Interests. Grantor shall not permit any sale, transfer, assignment, merger, consolidation, or change of control of any partnership, membership, stock, or other equity ownership interests in Grantor or any guarantor of any portion of the Obligations, except as otherwise expressly permitted in the Indenture. Section 3.17 Reserved. Section 3.18 Delegation of Obligations. Grantor shall not assign any right or delegate any obligation under the Transaction Documents, except as expressly contemplated and permitted therein. Section 3.19 Payment and Performance. Grantor shall, when due, pay and perform all of the Obligations under this Deed of Trust and the other Bond Documents in accordance with the terms thereof. Section 3.20 Estoppel -- Ground Lease. Grantor shall, promptly upon request of Beneficiary, use commercially reasonable efforts to deliver to Beneficiary an estoppel certificate from the City and the Grantor stating that (to the extent true) (i) the Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) the Grantor and the City are not in default under any of the terms, covenants or provisions of the Ground Lease and the City and the Grantor do not know of any event which,but for the passage of time or the giving of notice or both,would constitute an event of default under the Ground Lease, (iii) neither the City nor the Grantor has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable under the Ground Lease have been paid in full. In the event that Grantor is unable to cause the City to deliver the foregoing estoppel, Grantor shall so deliver its estoppel certificate setting forth the above matters to the best of its knowledge. ARTICLE 4. ASSIGNMENT OF RENTS Section 4.1 Assignment. For Ten Dollars ($10.00) and other good and valuable consideration, including the indebtedness evidenced by the Bonds, the receipt and sufficiency of which are hereby acknowledged and confessed, Grantor collaterally assigns and by these presents does collaterally assign(in compliance with the Texas Assignment of Rents Act) the Rents unto Beneficiary, as security for the Indebtedness and the Obligations, subject only to the Permitted Encumbrances applicable thereto, it being the intention of Grantor and Beneficiary that this collateral assignment be presently and immediately effective;provided,however,that if Grantor shall pay or cause to be paid the Indebtedness as and when same shall become due and payable and shall perform and discharge or cause to be performed and discharged the Obligations on or before the date same are to be performed and discharged,then this assignment shall terminate and be of no further force and effect,and all rights,titles, and interests conveyed pursuant to this assignment shall become vested in Grantor without the necessity of any further act or requirement by Grantor, Deed of Trust Trustee, or Beneficiary. Section 4.2 Reliance Upon Lease Rent Notice. Upon receipt from Beneficiary of a Lease Rent Notice upon and during the continuation of an Event of Default, each lessee under the Leases is hereby authorized and directed to pay directly to Beneficiary all Rents thereafter accruing and the receipt of Rents by Beneficiary shall be a release of such lessee to the extent of all amounts so paid. The receipt by a lessee under the Leases of a Lease Rent Notice shall be sufficient authorization for such lessee to LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 20 ACTIVE 48008105v7 make all future payments of Rents directly to Beneficiary and each such lessee shall be entitled to rely on such Lease Rent Notice and shall have no liability to Grantor for any Rents paid to Beneficiary after receipt of such Lease Rent Notice. Rents so received by Beneficiary for any period prior to foreclosure under this Deed of Trust or acceptance of a deed in lieu of such foreclosure shall be applied by Beneficiary to the payment of the following (in such order and priority as Beneficiary shall determine): (a) all operating expenses; (b) and all expenses incident to taking and retaining possession of the Mortgaged Premises and/or collecting Rent as it becomes due and payable; and(c)the Indebtedness. In no event will this Article 4 reduce the Indebtedness except to the extent, if any, that Rents are actually received by Beneficiary and applied upon or after said receipt to such Indebtedness in accordance with the preceding sentence. Without impairing its rights hereunder, Beneficiary may, at its option, at any time and from time to time, release to Grantor, Rents so received by Beneficiary or any part thereof. As between Grantor and Beneficiary, and any person claiming through or under Grantor, other than any lessee under the Leases who has not received a Lease Rent Notice, this assignment of Rents is intended to be immediate and unconditional, and the Lease Rent Notice hereof is intended solely for the benefit of each such lessee and shall never inure to the benefit of Grantor or any person claiming through or under Grantor, other than a lessee who has not received such Lease Rent Notice. It shall never be necessary for Beneficiary to institute legal proceedings of any kind whatsoever to enforce the provisions of this Deed of Trust with respect to Rents. GRANTOR SHALL HAVE NO RIGHT OR CLAIM AGAINST ANY LESSEE FOR THE PAYMENT OF ANY RENTS TO BENEFICIARY HEREUNDER, AND GRANTOR HEREBY INDEMNIFIES AND AGREES TO HOLD FREE AND HARMLESS EACH LESSEE FROM AND AGAINST ALL LIABILITY, LOSS, COST, DAMAGE OR EXPENSE SUFFERED OR INCURRED BY SUCH LESSEE BY REASON OF SUCH LESSEE'S COMPLIANCE WITH ANY DEMAND FOR PAYMENT OF RENTS MADE BY BENEFICIARY CONTEMPLATED BY THIS DEED OF TRUST. Section 4.3 Collection of Rent. At any time during which Grantor is receiving Rents directly from any of the lessees under the Leases, Grantor shall, upon receipt of written direction from Beneficiary,make demand and/or sue for all Rents due and payable under one or more Leases,as directed by Beneficiary, as they become due and payable, including Rents which are past due and unpaid. If Grantor fails to take such action,or at any time during which Grantor is not receiving Rents directly from lessees under the Leases,Beneficiary shall have the right(but shall be under no duty)to demand,collect and sue for, in its own name or in the name of Grantor, all Rents due and payable under the Leases, as they become due and payable, including Rents which are past due and unpaid. Section 4.4 Termination. Upon payment in full of the Indebtedness, the delivery and recording of a release, satisfaction or discharge of the Deed of Trust duly executed by Beneficiary, the assignment in Section 4.1 of this Deed of Trust shall terminate,become null and void and shall be of no further force and effect. Section 4.5 Texas Assignment of Rents Act. Without in any way limiting or restricting any of Beneficiary's other rights,benefits or privileges hereunder,Grantor and Beneficiary hereby expressly agree that Beneficiary shall be entitled to all rights, benefits or privileges provided for in the Texas Assignment of Rents Act. ARTICLE 5. DEFAULTS LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 21 ACTIVE 48008105v7 Section 5.1 Default. The term"Event of Default"as used herein,shall mean the occurrence of any one of the following events: (a) The occurrence and continuance of an"Event of Default"under the Indenture; (b) Grantor abandons all or a material portion of the Mortgaged Premises; (c) the holder of any lien or security interest on any portion of the Mortgaged Premises institutes foreclosure or other proceedings for the enforcement of its remedies thereunder; or (d) except as otherwise described in the other subsections of this Section 5.1, any failure by Grantor to comply with any of the provisions of this Deed of Trust or any of its covenants hereunder or the breach of any representation or warranty set forth in this Deed of Trust, any of which continues uncured after notice thereof by Beneficiary (i) for a period of 10 days with respect to any default or event of default pertaining to the payment of money, or(ii) for a period of 30 days with respect to any default or event of default other than one pertaining to the payment of money;provided,however,that if such default is of the type that,by its nature, cannot be cured within a 30 day period, then, so long as such cure is promptly commenced and diligently prosecuted, Grantor shall have such additional time to effect a cure as is reasonably necessary,but in no event more than 120 days. ARTICLE 6. REMEDIES Section 6.1 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to all other powers, rights, and remedies herein granted or by law or at equity conferred, Deed of Trust Trustee, at the direction (and only at the direction) of Beneficiary and without further demand, may do any one or more of the following in any order or manner, directly or through a nominee or designee of Beneficiary, subject in all cases to the rights and entitlements of the Operator under the Hotel Services Agreement (unless expressly provided otherwise in the Hotel Services Agreement SNDA)and the Depository Control Agreement,it being expressly understood that no remedy provided herein is intended to be exclusive of any other remedy provided herein or in any of the other Bond Documents,but each and every such remedy shall be cumulative and shall be in addition to every other remedy given herein or now or hereafter existing under applicable law (including all rights and remedies provided under the applicable provisions of the laws of the State of Texas): (a) Beneficiary may make any payment or perform any other obligation under the Transaction Documents that Grantor has failed to make or perform, and Grantor hereby irrevocably appoints Beneficiary as the true and lawful attorney-in-fact for Grantor to make any such payment and perform any such obligation in the name of Grantor. All payments made and expenses (including reasonable attorneys' fees and expenses) incurred by LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 22 ACTIVE 48008105v7 Beneficiary in this connection shall be part of the Obligations and shall be immediately due and payable by Grantor to Beneficiary. In lieu of advancing Beneficiary's own funds for such purposes, Beneficiary may use any funds that may be on deposit with the Beneficiary under the Indenture or any other funds of Grantor that may be in Beneficiary's possession, including, but not limited to, insurance or Condemnation proceeds and amounts deposited for taxes, insurance premiums, or other purposes. (b) Notwithstanding the availability of legal remedies, Beneficiary shall be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Grantor to cure or refrain from repeating any default, or Event of Default. (c) Beneficiary, at the direction of the Owners, and without notice of intent to accelerate,notice of acceleration,or any other notice,demand,or presentment,which are hereby expressly waived by Grantor, (i) may declare the entire unpaid balance of principal of, and all accrued interest on the Bonds immediately due and payable in full, and/or (ii) may declare the entire unpaid balance of principal of, and all accrued interest on, all or any portion of the Obligations immediately due and payable in full. (d) With or without accelerating the maturity of all or any portion of the Obligations, Beneficiary may sue from time to time for any payment due under any of the Bond Documents, or for money damages resulting from Grantor's default under any of the Bond Documents. (e) With or without taking possession of the Mortgaged Premises, exercise and enforce all rights and remedies of Grantor, either in Beneficiary's name or in the name of Grantor,under the Transaction Documents. Grantor hereby assents to,ratifies,and confirms any and all actions of Beneficiary with respect to the Mortgaged Premises,taken under this paragraph (e). (0 Beneficiary may enter and take possession of the Mortgaged Premises without seeking or obtaining the appointment of a receiver, and may exclude Grantor and its agents and employees wholly therefrom, and may have joint access with Grantor to the books, papers and records of Accounts of Grantor. Upon every entering upon or taking of possession, Beneficiary may: (i) employ a managing agent for the Mortgaged Premises; (ii) proceed with the completion of the Condominium Project substantially in accordance with the Plans, with such changes or modifications in the Plans as Beneficiary reasonably deems necessary, and in connection therewith enforce the Contracts,Plans, and Permits; (iii) lease, sublease, or rent all or any part of the Mortgaged Premises, either in Beneficiary's name or in the name of Grantor, subject to the provisions of the Ground Lease; LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 23 ACTIVE 48008105v7 (iv) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments, and improvements thereto and thereon and purchase or otherwise acquire additional Fixtures, personalty, and other property; (v) manage and operate the Mortgaged Premises and exercise all the rights and powers of Grantor in its name or otherwise, with respect to the same subject to the terms of the Ground Lease; (vi) enter into agreements with others to exercise the powers herein granted Beneficiary; and (vii) collect and receive all the income, revenues, rents, issues, and profits of the Mortgaged Premises, including those past due as well as those accruing thereafter; and shall apply the money so received by Beneficiary in priority as Beneficiary may determine to (1) the payment of accrued interest on the Bonds and/or any other Obligations;(2)the deposits for Taxes and assessments and insurance premiums due;(3) the payment of overdue installments of principal(whether by acceleration or otherwise) on the Bonds and/or any other Obligations;(4)the cost of insurance,Taxes,assessments, and other proper charges upon the Mortgaged Premises or any part thereof, (5) the reasonable compensation, expenses, and disbursements of the agents, attorneys, and other representatives of Beneficiary;and(6)any and all other charges or fees payable by Grantor to Beneficiary pursuant to the Indenture or any other Bond Document. Grantor hereby assents to, ratifies, and confirms any and all actions of Beneficiary with respect to the Mortgaged Premises taken under this paragraph (f). (g) If Grantor shall fail to pay any amounts due and owing in accordance with the terms of this Deed of Trust or the other Bond Documents, Beneficiary may institute an action or proceeding at law or in equity for the collection of any sums due and unpaid and may prosecute any such action or proceeding to judgment or final decree. Beneficiary may enforce any such judgment or final decree against Grantor as provided in this Deed of Trust, and against any guarantor or indemnitor of the Obligations, as provided in any guarantee or indemnity. Beneficiary may collect money adjudged or decreed to be payable to Beneficiary and shall be entitled to recover such judgment either before, after, or during the pendency of any proceeding for the enforcement of the provisions of this Deed of Trust or any such guarantee or indemnity. The right of Beneficiary to recover such judgment shall not be affected by any entry or sale, by the exercise of any other right, power, or remedy provided by and for the enforcement of the provisions of this Deed of Trust or the other Bond Documents or the foreclosure of the lien hereof or sale of the Mortgaged Premises hereunder. In case of insolvency or bankruptcy proceedings against Grantor or any reorganization or liquidation proceedings,Beneficiary shall be entitled to prove the whole amount of the Obligations due and owing under this Deed of Trust and any of the other Bond Documents without deducting therefrom any proceeds obtained from the sale of the whole or any part of the Mortgaged Premises; provided, however, that in no instance shall Beneficiary receive a greater amount than the Obligations and any other payments, charges or costs due and owing to Beneficiary under any of the Bond Documents from the LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 24 ACTIVE 48008105v7 aggregate amount of the proceeds of the sale of the Mortgaged Premises and the distribution from the estates of Grantor. (h) In addition,Beneficiary may, subject to the terms of the Ground Lease, exercise any one or more of the remedies available under applicable state law, without notice (unless notice is required by applicable statute),including,without limitation,(1)institute suit to enforce the rights of Beneficiary; and (2) enforce, at Beneficiary's continuing option, payment and performance of all the Obligations by action to foreclose this Deed of Trust, either or both, concurrently or otherwise; and one action or suit shall not abate or be a bar to or waiver of Beneficiary's right to institute or maintain the other, provided that Beneficiary shall have only one payment and satisfaction of the Obligations; and (3) request Trustee to proceed with foreclosure under the power of sale which is hereby conferred, such foreclosure to be accomplished in accordance with the following provisions: (i) The Deed of Trust Trustee or his or her successor or substitute is authorized and empowered and it shall be his or her special duty at the request of the Beneficiary to sell all or any part of the Mortgaged Premises situated in the State of Texas at the courthouse of any county in the State of Texas in which any part of the Mortgaged Premises is situated, at public auction, to the highest bidder for cash with or without having taken possession of same, at any hour designated between the hours of 10:00 o'clock a.m. and 4:00 o'clock p.m. on the first Tuesday(or the first Wednesday of the month if the first Tuesday occurs on January 1 or July 4) in any month after having given notice of such sale in accordance with (and with such sale being conducted in accordance with) the applicable requirements of Section 51.002 of the Texas Property Code or, if and to the extent such statute is not then in force, with the applicable requirements,at the time of the sale,of the successor statute or statutes,if any,governing sales of Texas real property under powers of sale conferred by deeds of trust. If there is no statute in force at the time of the sale governing sales of Texas real property under powers of sale conferred by deeds of trust, such sale shall comply with applicable law, at the time of the sale, governing sales of Texas real property under powers of sale conferred by deeds of trust. Any sale made by the Deed of Trust Trustee hereunder may be as an entirety or in such parcels as the Beneficiary may request, and any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by the Deed of Trust Trustee of less than the whole of the Mortgaged Premises shall not exhaust the power of sale herein granted, and the Deed of Trust Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Premises shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Premises shall be less than the aggregate of the Indebtedness and the expense of executing this trust as provided herein, this Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Premises just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Mortgaged Premises but the Beneficiary shall have the right, at its sole election, to request the Deed of Trust Trustee to sell less than the whole of the Mortgaged LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 25 ACTIVE 48008105v7 Premises. After each sale, the Deed of Trust Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances in the name of Grantor, conveying the leasehold estate in the Hotel Unit so sold to the purchaser or purchasers with general warranty of title subject to the Permitted Encumbrances, and shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to the Deed of Trust Trustee shall satisfy the obligation of purchaser at such sale therefor,and such purchaser shall not be responsible for the application thereof. The power of sale granted herein shall not be exhausted by any sale held hereunder by the Deed of Trust Trustee or its substitute or successor, and such power of sale may be exercised from time to time and as many times as the Beneficiary may deem necessary until all of the Mortgaged Premises has been duly sold and all Indebtedness has been fully paid. In,the event any sale hereunder is not completed or is defective in the opinion of the Beneficiary, such sale shall not exhaust the power of sale hereunder and the Beneficiary shall have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds given by the Deed of Trust Trustee or any successor or substitute appointed hereunder as to nonpayment of the Indebtedness, or as to the occurrence of any Event of Default, or as to the Beneficiary having declared all of such indebtedness to be due and payable, or as to the request to sell, or as to notice of time,place and terms of sale and of the properties to be sold having been duly given, or as to the refusal, failure or inability to act of the Deed of Trust Trustee or any substitute or successor, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by the Beneficiary or by such Deed of Trust Trustee, substitute or successor, shall be taken as prima facie evidence of the truth of the facts so stated and recited. The Deed of Trust Trustee or its successor or substitute 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 the Deed of Trust Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of the Deed of Trust Trustee or its successor or substitute. At any time during the bidding,the Deed of Trust Trustee may require a bidding party(A)to disclose its full name, state and city of residence, occupation, and specific business office location, 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),as a condition to the bidding party submitting bids at the foreclosure sale. If any such bidding party (the "Questioned Bidder") declines to comply with the Deed of Trust Trustee's requirement in this regard, or if such Questioned Bidder does respond but the Deed of Trust Trustee, in Deed of Trust Trustee's sole and absolute discretion, deems the information or the evidence of the financial ability of the Questioned Bidder (or, if applicable, the principal of such bidding party)to be inadequate, then the Deed of Trust Trustee may continue the bidding with reservation; and in such event (1) the Deed of Trust 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, or if having been the highest bidder the Questioned Bidder fails LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 26 ACTIVE 48008105v7 to deliver the cash purchase price payment promptly to the Deed of Trust Trustee, all bids by the Questioned Bidder shall be null and void. The Deed of Trust Trustee may, in Deed of Trust Trustee's sole and absolute discretion, determine that a credit bid may be in the best interest of the Grantor and Beneficiary,and elect to sell the Hotel Unit for credit or for a combination of cash and credit; provided,however, that the Deed of Trust Trustee shall have no obligation to accept any bid except an all cash bid. In the event the Deed of Trust Trustee requires a cash bid and cash is not delivered within a reasonable time after conclusion of the bidding process,as specified by the Deed of Trust Trustee, but in no event later than 3:45 p.m. local time on the day of sale, then said contingent sale shall be null and void, the bidding process may be recommenced, and any subsequent bids or sale shall be made as if no prior bids were made or accepted. (ii) To the extent permitted by law, the Deed of Trust Trustee and the Beneficiary, and each of them, shall be entitled to enforce payment and performance of any Obligations secured by this Deed of Trust and to exercise all rights and powers under this Deed of Trust or any other Bond Document or under any other agreement or any laws now or hereafter in force, without regard to whether or not some or all of the Obligations secured hereby may now or hereafter be otherwise secured by mortgage, deed of trust,pledge,lien,assignment,or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement,whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect the Deed of Trust Trustee's or the Beneficiary's right to realize upon or enforce any other security now or hereafter held by the Deed of Trust Trustee or the Beneficiary, it being agreed that the Deed of Trust Trustee and the Beneficiary, and each of them,shall be entitled to enforce this Deed of Trust, and any other security now or hereafter held by the Beneficiary or the Deed of Trust Trustee, in such order and manner as they or either of them may in their absolute discretion determine, except as otherwise required by law. No remedy in this Deed of Trust conferred upon or reserved to the Deed of Trust Trustee or the Beneficiary is intended to be exclusive of any other remedy here or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. To the extent permitted by law, every power or remedy given by this Deed of Trust or any of the other Bond Documents to the Deed of Trust Trustee or Beneficiary,or to which either of them may otherwise be entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Deed of Trust Trustee or the Beneficiary and either of them may pursue inconsistent remedies. Without limitation upon the foregoing, each time the Grantor fails or refuses to make payment, or to perform,as required by this Deed of Trust or any of the other Bond Documents,the Beneficiary shall have the right, exercisable in the Beneficiary's sole discretion, to cure all or any part of such failure or refusal upon such terms as the Beneficiary shall, in its sole discretion, deem necessary or advisable. Any amounts paid by the Beneficiary pursuant to this provision shall be added to, and deemed a part of, the Obligations, shall be secured in the same manner as the Bonds are secured,shall bear interest from the date of the advance at the rate of interest provided in the Bonds, and shall, LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 27 ACTIVE 48008905v7 together with the interest thereon, be payable by the Grantor to the Beneficiary on demand. (i) Subject to the terms of the Ground Lease, Beneficiary shall be entitled, as a matter of absolute right and without regard to the value of any security for the Obligations or the solvency of any Person liable therefor, to the appointment of a receiver for the Mortgaged Premises. Grantor waives any right to require that any such receiver post any bond. Such receiver and his agents shall be empowered(i)to take possession of the Mortgaged Premises and any businesses conducted by Grantor or any other Person thereon and any business assets used in connection therewith, (ii) to exclude Grantor and Grantor's agents, servants, and employees from the Mortgaged Premises,or,at the option of the receiver,in lieu of such exclusion,to collect a fair market rental from any such Persons occupying any part of the Mortgaged Premises, (iii) to collect the rents, issues, profits, and income therefrom, (iv) to complete any development, installation, or construction that may be in progress, (v) to do such maintenance and make such repairs and alterations as the receiver deems necessary,(vi)to use all stores of materials,supplies, and maintenance equipment on the Mortgaged Premises and replace such items at the expense of the receivership estate, (vii) to proceed with the completion of the Hotel Unit (including the Improvements) substantially in accordance with the Plans, with such changes or modifications in the Plans as reasonably deemed necessary, and in connection therewith to enforce the Contracts, Plans, and Permits, (viii) to pay all taxes and assessments against the Mortgaged Premises or any part thereof, all premiums for insurance thereon, all utility and other operating expenses, and all sums due under any prior or subsequent encumbrance, (ix) to borrow from Beneficiary such funds as may reasonably be necessary to the effective exercise of the receiver's powers,on such terms as may be agreed upon by the receiver and Beneficiary, and(x)generally to do anything that Grantor could legally do if Grantor were in possession of the Mortgaged Premises. All expenses incurred by the receiver or his agents, including obligations to repay funds borrowed by the receiver,shall constitute a part of the Obligations. Any revenues collected by the receiver shall be applied first to the expenses of the receivership, including attorneys' fees and expenses incurred by the receiver and by Beneficiary,and the balance shall be applied toward the Obligations or in such other manner as the court may direct. 0) This Deed of Trust shall be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any property constituting the Mortgaged Premises (including any interest in the Hotel Unit) in any manner permitted by the laws of the State of Texas or of any other state in which any part of the Mortgaged Premises is situated, and any foreclosure suit or proceeding may be brought by Deed of Trust Trustee or by Beneficiary. If a foreclosure hereunder shall be commenced by Deed of Trust Trustee, or his substitute or successor, Beneficiary may at any time before the sale of the property direct Deed of Trust Trustee to abandon the sale, and may then institute suit for the collection of the Indebtedness, and/or for the foreclosure of this Deed of Trust. It is agreed that if Beneficiary should institute a suit for the collection of the Obligations and/or for the foreclosure of this Deed of Trust,Beneficiary may at any time before the entry of a final judgment in said suit dismiss the same, and require Deed of Trust Trustee, his substitute or successor to sell the Mortgaged Premises in accordance with the provisions of this Deed of Trust. LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 28 ACTIVE 48008105v7 (k) Beneficiary or Deed of Trust Trustee may, personally or by their respective agents or attorneys, take such steps to protect and enforce their respective rights whether by action, suit, or proceeding in equity or at law for the specific performance of any covenant, condition, or agreement in the Indenture, in this Deed of Trust, or in any of the other Bond Documents or in aid of the execution of any power herein or therein granted, or sale of the Mortgaged Premises as herein permitted or for any foreclosure hereunder,or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Beneficiary or Deed of Trust Trustee shall elect. (1) Beneficiary shall be entitled to all remedies available to a secured party in the Code as set forth in Article 7 below. Section 6.2 Right to Purchase. Beneficiary or, subject to the terms of the Ground Lease, any Person owning, directly or indirectly, any interest in the Bonds or any nominee or designee of any of them and their agents and attorneys shall have the right to become the purchaser at any sale made pursuant to the provisions of this Deed of Trust and shall have the right to credit upon the amount of the bid made therefor the amount payable to it out of the net proceeds of such sale. All other sales shall be, to the extent permitted by applicable law, on a cash basis. Recitals contained in any conveyance to any purchaser at any sale made hereunder will conclusively establish the truth and accuracy of the matters therein stated, including, without limitation, nonpayment or non-performance of the Obligations and advertisement and conduct of such sale in the manner provided herein or provided by law. Grantor does hereby ratify and confirm all legal acts that Beneficiary, and/or the Owners (or the nominee or designee of any of them) may do in carrying out the provisions of this Deed of Trust. Section 6.3 Right to Subordinate. Beneficiary,at its option(as directed by Beneficiary), is authorized to subordinate the lien of this Deed of Trust to the rights of any tenants, subtenants, or occupants of the Hotel Unit, and the failure to make any such tenants, subtenants, or residents parties to any such foreclosure or sale proceedings and to foreclose their rights will not be, nor be asserted by Grantor to be,a defense to any proceedings instituted by Beneficiary to collect the Obligations. For the avoidance of doubt, this Deed of Trust is subordinate and subject in all respects to the rights and entitlements of the Operator under the Hotel Services Agreement (unless expressly provided otherwise in the Hotel Services Agreement SNDA) and the Depository Control Agreement, to the extent provided in such documents. Section 6.4 Right to Preserve the Obligations. Subject to the terms of the Ground Lease, Beneficiary shall, to the extent permitted by applicable laws, and as directed by Beneficiary, have the option to proceed with foreclosure in satisfaction of any installment or part of the Obligations that has not been paid or performed without declaring the whole of the Obligations as immediately mature (without limitation of the foregoing, such option shall include the right to proceed with foreclosure in satisfaction of the Bonds, without declaring the Bonds as immediately mature). Beneficiary shall have the option, to the extent permitted by applicable laws, (a) to conduct such foreclosure and convey the Mortgaged Premises to the purchaser thereof upon foreclosure free of any liability or responsibility for the Bonds and/or any other unmatured part of the Obligations,but it is agreed that such foreclosure, if so made,shall not in any manner relieve Grantor from liability for the payment to the holders thereof of the unmatured part of the Obligations; or (b) to conduct such foreclosure subject to all or any part of the unmatured part of the Obligations, and it is agreed that such foreclosure, if so made, shall not in any manner affect the unmatured part of the Obligations, but as to such unmatured part of the Obligations, LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 29 ACTIVE 48008105v7 (i)this Deed of Trust and the Indenture shall remain in full force and effect just as though no foreclosure had been made,and(ii)several foreclosure sales may be made without exhausting the right of foreclosure or the power of sale as to any such unmatured part of the Obligations; provided, however, that Grantor shall never have any right to require the acceleration of less than all the Obligations, or the sale of the Mortgaged Premises subject to (or not subject to) all or any portion of the Obligations, but Beneficiary (as directed by Beneficiary)shall have the sole right,at its sole election,to conduct such foreclosure sale subject to (or not subject to) all or any portion of the Obligations as herein above provided. Section 6.5 Right to Discontinue Proceedings. If Beneficiary shall have proceeded to enforce any right or remedy under this Deed of Trust by foreclosure, entry, or otherwise and such proceedings shall have been discontinued or abandoned for any reason or such proceedings shall have resulted in a final determination adverse to Beneficiary, then and in every such case Grantor and Beneficiary shall be restored to their former positions and rights hereunder, and all rights, power, and remedies of Beneficiary shall continue as if no such proceedings had occurred or had been taken. Section 6.6 Notices to Third Parties. Beneficiary and/or any Owner shall have the right, but not the obligation, to notify franchisors or ground lessors, including the City, of any default under this Deed of Trust or any Event of Default or any exercise of remedies by Beneficiary hereunder, and Beneficiary and/or any Owner shall have the right,but not the obligation, to notify other third parties of any default under this Deed of Trust or any Event of Default or exercise of remedies by Beneficiary hereunder, whether or not Beneficiary and/or any such Owner has agreed with any franchisor, ground lessor, or other third party to provide such notice. Section 6.7 Occupancy After Foreclosure. Subject to Beneficiary's right to subordinate as set forth in Section 6.3 above and to the rights and entitlements of the Operator under the Hotel Services Agreement (unless expressly provided otherwise in the Hotel Services Agreement SNDA) and the Depository Control Agreement, if there is a foreclosure sale hereunder and at the time of such sale Grantor or Grantor's representatives, successors,or assigns or any other persons claiming any interest in the Mortgaged Premises by,through, or under Grantor is occupying or using the Mortgaged Premises or any part thereof, each and all shall, at the option of Beneficiary or the purchaser at such sale,as the case may be, immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day based upon the value of the Mortgaged Premises occupied, such rental to be due daily to purchaser. If the tenant fails to surrender possession of said property upon the exercise of such option,the purchaser shall be entitled to institute and maintain an eviction proceeding before the appropriate court of the county and state in which the Mortgaged Premises, or any part thereof, are located and an action in forcible detainer shall lie. Notwithstanding anything to the contrary in this Deed of Trust and provided the Hotel Services Agreement has not previously expired or terminated, if any foreclosure purchaser shall acquire title to the Mortgaged Premises (including, for the avoidance of doubt, any person taking title by non- judicial remedies or by deed or assignment in lieu of foreclosure or a similar method), unless expressly provided otherwise in the Hotel Services Agreement or the SNDA, such foreclosure purchaser shall (i) either(a) assume the rights and obligations of the Owner under the Hotel Services Agreement and shall agree that the Hotel Services Agreement shall continue in full force and effect in accordance with its terms following such assumption or(b) enter into a new Hotel Services Agreement with Hyatt upon the same terms and conditions contained in the Hotel Services Agreement,except that the term thereof would be the remaining term under the Hotel Services Agreement from the date of the execution of such new agreement,subject,however,to any then unexercised extension or renewal rights and(ii)otherwise agree LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 30 ACTIVE 48008905v7 that the rights and obligations of the parties under the Hotel Services Agreement shall not be disturbed by the foreclosure sale or such foreclosure purchaser. Section 6.8 Non-Waiver. It is expressly agreed that (a) no waiver by Beneficiary of any Event of Default on the part of Grantor or breach of any of the provisions of this Deed of Trust or any Transaction Document shall be considered a waiver of any other or subsequent Event of Default or breach, and no delay or omission in exercising or enforcing the rights and powers herein granted shall be construed as a waiver of such rights and powers,and likewise no exercise or enforcement of any rights or powers hereunder shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time; (b) any failure by Beneficiary to insist upon the strict performance by Grantor of any of the terms and provisions hereof or of any Transaction Document shall not be deemed to be a waiver of any of the terms and provisions hereof or thereof,and Beneficiary,notwithstanding any such failure,shall have the right thereafter to insist upon the strict performance by Grantor of any and all of the terms and provisions of this Deed of Trust, and the other Transaction Documents; (c) neither Grantor nor any other person now or hereafter obligated for the payment and performance of the whole or any part of the Obligations shall be relieved of such obligation by reason of the failure of Beneficiary to comply with any request of Grantor, or of any other person so obligated, to take action to foreclose this Deed of Trust or otherwise enforce any of the provisions of this Deed of Trust or of any of the Obligations secured by this Deed of Trust,or by reason of the release,regardless of consideration,of the whole or any part of the security held for the Obligations, or by reason of the subordination in whole or in part by Beneficiary of the lien, security interest, or rights evidenced hereby, or by reason of any election by Beneficiary to foreclose this Deed of Trust unencumbered by any unmatured part of the Obligations, or by reason of any agreement or stipulation with any subsequent owner or owners of the Mortgaged Premises extending the time of payment or modifying the terms of the Obligations or this Deed of Trust without first having obtained the consent of Grantor or such other person, and in the latter event, Grantor and all such other persons shall continue to be liable to make such payments according to the terms of any such agreement of extension or modification unless expressly released and discharged in writing by Beneficiary; (d) regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien or security interest on the Mortgaged Premises,Beneficiary may release the obligation of anyone at any time liable for any of the Obligations or any part of the security held for the Obligations and may extend the time of payment or otherwise modify the terms of the Obligations and/or this Deed of Trust without, as to the security or the remainder thereof, in anywise impairing or affecting the lien or security interest of this Deed of Trust or the priority of such lien or security interest,as security for the payment and performance of the Obligations as it may be so extended or modified, over any subordinate lien or security interest; (e) the holder of any subordinate lien or security interest shall have no right to terminate any lease affecting the Mortgaged Premises,whether or not such lease be subordinate to this Deed of Trust; and (f) Beneficiary may resort for the payment and performance of the Obligations, upon an Event of Default, to any security therefor held by Beneficiary in such order and manner as Beneficiary may elect at the direction of Beneficiary. Section 6.9 Appraisement,Redemption and Other Laws LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 31 ACTIVE 48008105v7 . To the full extent Grantor may do so under applicable law, Grantor agrees that Grantor will not at any time insist upon,plead, claim, or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, extension, or redemption,and Grantor, for Grantor and Grantor's representatives, successors, and assigns, and for any and all persons ever claiming any interest in the Mortgaged Premises, to the maximum extent permitted by law, hereby waives and releases all rights of redemption,valuation, appraisement, stay of execution,notice of intention to mature, or declare due the whole or any part of the Obligations, notice of election to mature or declare due the whole or any part of the Obligations and all rights to a marshaling of the assets of Grantor, including the Mortgaged Premises, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created. Grantor shall not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat,reduce,or affect the right of Beneficiary under the terms of this Deed of Trust to a sale of the Mortgaged Premises for the collection of the Obligations without any prior or different resort for collection, or the right of Beneficiary under the terms of this Deed of Trust to the payment and performance of such Obligations out of the proceeds of sale of the Mortgaged Premises in preference to every other claimant whatever. If any law referred to in this paragraph and now in force, of which Grantor or Grantor's representatives, successors, and assigns and such other persons claiming any interest in the Mortgaged Premises might take advantage despite this paragraph, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to preclude the application of this Section. To the extent that Grantor may lawfully do so, Grantor hereby expressly waives any right pertaining to the right of Beneficiary to the payment and performance of the Obligations out of the proceeds of sale of the Mortgaged Premises in preference to every other person and claimant. Alternatively, in the event the waiver provided for in the immediately preceding paragraph is determined by a court of competent jurisdiction to be unenforceable, the following shall be the basis for the finder of fact's determination of the fair market value of the foreclosed Mortgaged Premises as of the date of the foreclosure sale in proceedings governed by the applicable statute (as amended from time to time): (i) the subject property shall be valued in an "AS IS AND WHERE IS, WITH ALL FAULTS" condition as of the date of the foreclosure sale, without any assumption or expectation that it will be repaired or improved in any manner before a resale after foreclosure; (ii) the valuation shall be based upon an assumption that the foreclosure purchaser desires a resale of the foreclosed Mortgaged Premises for cash promptly(but no later than 12 months)following the foreclosure sale;(iii)all reasonable closing costs customarily borne by the seller in commercial real estate transactions should be deducted from the gross fair market value of the foreclosed Mortgaged Premises, including, without limitation, brokerage commissions, title insurance, a survey of the subject property, tax prorations, attorneys' fees, and marketing costs; (iv) the gross fair market value of the foreclosed Mortgaged Premises shall be further discounted to account for any estimated holding costs associated with maintaining it pending sale, including, without limitation, 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 foreclosed Mortgaged Premises must be given by persons having at least five years' experience in appraising property and interests therein similar LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 32 ACTIVE 48008105v7 to the subject property and the foreclosed Mortgaged Premises who have conducted and prepared a complete written appraisal of each taking into consideration the factors set forth above. In addition to the above, Grantor hereby waives any defense or benefit that might otherwise be derived from comparable provisions of any other laws for the benefit of sureties and grantors. Section 6.10 Renewal and Extension. Beneficiary, without notice, may release any part of the Mortgaged Premises, or any person liable on the Obligations, without in any way affecting the lien hereof upon any portion of the Mortgaged Premises not expressly released,and may agree with any party obligated on the Obligations, or having any interest in the Mortgaged Premises, to renew and extend the time or manner of payment and performance of all or any part of the Obligations. Such agreement shall not in any way release or impair the lien hereof, but shall renew and extend the lien hereof against the Mortgaged Premises without altering or affecting the priority of the lien created by this Deed of Trust in favor of any junior encumbrance, mortgagee, or purchaser, or any Person acquiring an interest in the Mortgaged Premises, and this Deed of Trust shall remain first and superior to any liens that may be placed thereon, or that may be fixed, given, or imposed by law thereon after the execution of this instrument notwithstanding any such extension of the time of payment or the release of a portion of said property from this lien. Section 6.11 Grantor Not Released. If Beneficiary approves a future conveyance of the Mortgaged Premises, or any part thereof, and title becomes vested in a person other than Grantor, Beneficiary may, without notice to Grantor, deal with such successor or successors in interest with reference to this Deed of Trust and to the Bonds in the same manner as with Grantor without in any way vitiating or discharging Grantor's liability hereunder or upon the Obligations. No sale of the Mortgaged Premises and no forbearance on the part of Beneficiary and no extension of the time for the payment and performance of the Obligations, given by Beneficiary, shall operate to release, modify,change, or affect the original liability of Grantor, either in whole or in part. Section 6.12 Acceptance on Account. Acceptance by Beneficiary of any payment in an amount less than the amount then due on the Obligations 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; at any time thereafter, and until the entire amount then due on the Obligations has been paid,Beneficiary shall be entitled to exercise all rights conferred upon it in this Deed of Trust. ARTICLE 7. SECURITY INTEREST Section 7.1 Security Interest. To further secure the Obligations, Grantor hereby grants a security interest to Beneficiary (for the benefit of the Owners) in and to the Income and all Personal Property Collateral herein above described, subject in all respects to the rights and entitlements of the Operator under the Hotel Services Agreement(unless expressly provided otherwise in the Hotel Services Agreement SNDA) and the Depository Control Agreement, to the extent provided in such documents. This document shall constitute a security agreement as well as a deed of trust and a mortgage. The following applies with respect to collateral: (a) In addition to and cumulative of any other remedies granted in this Deed of Trust, Beneficiary may, upon an Event of Default hereunder, proceed under the Code as now adopted and existing and as it may hereafter be amended or succeeded, as to all or any LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 33 ACTIVE 48008105v7 part of the Personal Property Collateral and shall have and may exercise with respect to all or any part of the Personal Property Collateral all of the rights, remedies, and powers of a secured party under the Code, including,without limitation,the right and power to repossess,retain, and sell, at public or private sale or sales, or otherwise dispose of, lease, or utilize the Personal Property Collateral or any part thereof and to dispose of the proceeds in any manner authorized or permitted under the applicable provisions of the Code, and to apply the proceeds thereof toward payment of Beneficiary's attorneys' fees and other expenses and costs of pursuing, searching for, receiving, taking, keeping, storing, advertising, and selling the Personal Property Collateral thereby incurred by Beneficiary, and toward payment and performance of the Obligations in such order and manner as Beneficiary may elect consistent with the provisions of the Code. Nothing in this paragraph shall be construed to impair or limit any other right or power to which Beneficiary may be entitled at law or in equity. (b) Among the rights of Beneficiary upon an Event of Default, and without limitation, Beneficiary shall have the right(but not the obligation)without being deemed guilty of trespass and without liability for damages thereby occasioned, (i) to enter upon any premises where said collateral may be situated and take possession of the Personal Property Collateral,or render it unusable, or dispose of the Personal Property Collateral on Grantor's premises, and Grantor agrees not to resist or to interfere, and (ii) to take any action deemed necessary or appropriate or desirable by Beneficiary and at Beneficiary's option, and in its discretion, to repair, refurbish, or otherwise prepare the Personal Property Collateral for sale, lease, or other use or disposition as herein authorized. Beneficiary may at Beneficiary's discretion require Grantor to assemble the Personal Property Collateral and make it available to Beneficiary at a place designated by Beneficiary that is reasonably convenient to both parties. (c) Upon an Event of Default, Beneficiary shall give Grantor notice, by certified mail, postage prepaid, of the time and place of any public sale of any of the Personal Property Collateral or of the time after which any private sale or other intended disposition thereof is to be made by sending notice to Grantor at the address of Grantor set forth below at least 10 days before the time of the sale or other disposition, which provisions for notice Grantor and Beneficiary agree are reasonable; provided, however, that nothing herein shall preclude Beneficiary from proceeding as to both immovable and movable property in accordance with Beneficiary's rights and remedies in respect to immovable property as provided in the Code. (d) To the extent such may now or hereafter be permitted under laws of the state in which the Mortgaged Premises are located, Beneficiary is authorized to execute and file Financing Statements and Continuation Statements under the Code with respect to the Personal Property Collateral without joinder of Grantor in such execution or filing. Grantor shall execute and deliver to Beneficiary such Financing Statements, Continuation Statements, and other documents relating to the Personal Property Collateral as Beneficiary may reasonably request from time to time to preserve,perfect and maintain the priority of the security interest created by this Deed of Trust and shall pay to Beneficiary on demand any expenses and reasonable attorneys' fees incurred by Beneficiary in connection with the preparation, execution, and filing of this Deed of Trust and of any Financing LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 34 ACTIVE 48008105v7 Statements, Continuation Statements, partial releases, termination statements, or other documents necessary or desirable to continue or confirm Beneficiary's security interest or any modification thereof. In addition,Grantor shall deliver to Beneficiary physical possession of the Personal Property Collateral in which a security interest may be perfected by possession. This document, and any photographic, or other reproduction of this document may be filed by Beneficiary and shall be sufficient as a financing statement. All or part of the Personal Property Collateral is or is to become Fixtures, crops, timber,or minerals on the real estate constituting a portion of the Mortgaged Premises,but this statement shall not impair or limit the effectiveness of this document as a Security Agreement or Financing Statement, for other purposes, and this Deed of Trust shall constitute a Fixture, crops, timber, and mineral financing statement and, as such, shall be filed for record in the real estate records of the counties in which the Hotel Unit covered hereby is located. Grantor shall not change Grantor's name without the prior express written consent of Beneficiary. The record owner of the fee title to the Hotel Unit is the City, the record owner of the leasehold estate in the Hotel Unit created by the Ground Lease is the Grantor. (e) THIS DEED OF TRUST SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO ALL GOODS CONSTITUTING A PART OF THE PERSONAL PROPERTY WHICH ARE OR ARE TO BECOME FIXTURES RELATED TO THE MORTGAGED PREMISES. FOR PURPOSES OF THE CODE THE FOLLOWING INFORMATION IS FURNISHED: (i) The name and address of the record fee owner of the real estate described in this Instrument is that of the City, the full legal name and address of which are as follows: The City of Baytown,Texas 2401 Market Street Baytown, Texas 77520 Attn: General Manager (ii) The name and address of the debtor and record leasehold owner of the real estate described in this Instrument is that of the Grantor, the full legal name and address of which are as follows: Baytown Municipal Development District 2401 Market Street Baytown,Texas 77520 Attn: General Manager (iii) The Grantor is a political subdivision of both the State of Texas and the City of Baytown,Texas; (iv) The Grantor has not changed its legal name or its organizational status in the five-year period preceding the date hereof; LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 35 ACTIVE 48008105v7 (v) The name and address of the secured party are those of the Beneficiary, whose full name and address of which are as follows: Wells Fargo Bank,N.A. 10 South Wacker Drive, 13th Floor Chicago, IL 60606 Attn: Gail Klewin Gail.a.klewin n@wellsfar og com (vi) Information concerning the security interest evidenced by this Instrument may be obtained from the secured party at its address above; and (vii) This document also covers goods that are or are about to became Fixtures to the real estate described in Exhibit A, attached hereto. (f) Unless otherwise disclosed to Beneficiary as herein provided and subject to Permitted Encumbrances, as applicable, Grantor agrees that, except for the security interest granted hereby in the Personal Property Collateral, Grantor is the owner of the Personal Property Collateral free of any adverse claim,security interest,or encumbrance, and Grantor shall defend the Personal Property Collateral against all claims and demands of any person at any time claiming the same or any interest therein. Grantor has not heretofore signed any Financing Statement and no Financing Statement signed by Grantor is now on file in any public office except those statements,true and correct copies of which have been delivered to Beneficiary. So long as any amount remains unpaid on the Obligations, Grantor shall not execute and there shall not be filed in any public office any such Financing Statement(s)affecting the Personal Property Collateral. (g) The security interest granted herein shall not be construed or deemed to constitute Beneficiary as a mortgagee in possession of the Mortgaged Premises so as to obligate Beneficiary to lease the Mortgaged Premises or attempt to do the same, or to take any action, incur any expenses, or perform or discharge any obligation, duty or liability with respect to the Mortgaged Premises or any part thereof or otherwise. To the extent that any of the Personal Property Collateral is not subject to the Code, Grantor hereby assigns and pledges to Beneficiary all of Grantor's right, title, and interest in the Personal Property Collateral to secure the Obligations. Release of the lien of this Deed of Trust shall automatically terminate this assignment and pledge. ARTICLE 8.USURY Section 8.1 Excess Interest. The invalidity,or unenforceability in particular circumstances, of any provision of this Deed of Trust shall not extend beyond such provision or such circumstances and no other provision of this instrument shall be affected thereby. As used herein, the term "Maximum Legal Rate of Interest" shall mean and refer to the maximum rate of nonusurious interest, if any, that Beneficiary may from time to time charge Grantor under applicable law and in regard to which Grantor would be prevented successfully from raising the claim or defense of usury under applicable law as now, or to the extent permitted by law,as may hereafter be,in effect(said law permitting the highest rate being LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 36 ACTIVE 48008105v7 herein referred to as the "Interest Law"). It is the intention of Grantor and Beneficiary to conform strictly to the Interest Law applicable to this transaction. Accordingly, it is agreed that notwithstanding any provision to the contrary in this Deed of Trust, the Bonds or in any of the documents securing payment and performance of the Obligations or otherwise relating thereto, the aggregate of all interest and any other charges or consideration constituting interest under applicable Interest Law that is taken, reserved,contracted for,charged,or received under this Deed of Trust,or under any of the other aforesaid agreements or otherwise in connection with this transaction shall under no circumstances exceed the maximum amount of interest allowed by the Interest Law applicable to this transaction. If any excess of interest in such respect is provided for, or shall be adjudicated to be so provided for, in this Deed of Trust,the Bonds or in any other Bond Documents,then in such event(a)the provisions of this paragraph shall govern and control, (b) neither Grantor nor Grantor's heirs, legal representatives, successors, or assigns or any other party liable for the payment or performance of the Obligations shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest allowed by the Interest Law applicable to this transaction, (c)any excess shall be deemed a mistake and canceled automatically and, if theretofore paid, shall be credited on the Obligations by Beneficiary(or if the Obligations shall have been paid and performed in full, refunded to Grantor), and (d) the effective rate of interest shall be automatically subject to reduction to the Maximum Legal Rate of Interest allowed under such Interest Law as now or hereafter construed by courts of appropriate jurisdiction. All sums paid or agreed to be paid Beneficiary for the use, forbearance, or detention of the Obligations secured hereby shall, to the extent permitted by the Interest Law applicable to this transaction, be amortized, prorated, allocated, and spread throughout the full term of the Bonds. To the extent that federal law permits Beneficiary to contract for, charge, or receive a greater amount of interest, Beneficiary will rely on federal law instead of the applicable state law for purposes of determining the Maximum Legal Rate of Interest. In no event shall the provisions of Chapter 346 of the Texas Finance Code(which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the any of the Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Beneficiary to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. The provisions of this Section 8.1 shall control all agreements between Beneficiary and Grantor. ARTICLE 9.INDEMNIFICATION Section 9.1 General Indemnity. Grantor hereby agrees to protect, defend, indemnify, and hold harmless Beneficiary, the Deed of Trust Trustee and their respective directors, officers, and duly authorized agents (collectively, the"Indemnitees") from and against: (a) All claims, demands, and causes of action asserted against any Indemnitee by any Person if the claim, demand, or cause of action directly or indirectly relates to (i) a claim, demand, or cause of action that the Person has or asserts against or arises in connection with the Hotel Unit, the Condominium Project, any Additions or Alterations, or Grantor during the time that Grantor owns, manages, controls or is in possession of the Mortgaged Premises; (ii) the payment of any commission, charge, or brokerage fee incurred in connection with the Obligations; or(iii) any claim or cause of action of any kind by any Person which would have the effect of denying Beneficiary, or the Owners the LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 37 ACTIVE 48008105v7 full benefit or protection of any provision of any Transaction Document(excluding charges and assessments by any Governmental Agency imposed upon Beneficiary in the normal course of Beneficiary's business); and (b) All liabilities, losses, expenses, and other costs (including court costs and attorneys' fees, disbursements, and costs of litigation) incurred by any Indemnitee as a result of any claim, demand, or cause of action described in subparagraph(a). AN INDEMNITEE'S RIGHTS OF INDEMNITY SHALL NOT BE DIRECTLY OR INDIRECTLY LIMITED, PREJUDICED, IMPAIRED, OR ELIMINATED IN ANY WAY BY ANY FINDING OR ALLEGATION THAT INDEMNITEE'S CONDUCT IS ACTIVE, PASSIVE, NEGLIGENT, OR SUBJECT TO ANY OTHER CLASSIFICATION OR THAT INDEMNITEE IS DIRECTLY OR INDIRECTLY RESPONSIBLE UNDER STRICT LIABILITY OR ANY THEORY OF ANY KIND FOR ANY ACT OR OMISSION BY GRANTOR OR ANY OTHER PERSON. NOTWITHSTANDING THE FOREGOING, GRANTOR SHALL NOT BE OBLIGATED TO INDEMNIFY ANY INDEMNITEE WITH RESPECT TO ANY INTENTIONAL TORT OR ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WHICH ANY INDEMNITEE IS PERSONALLY DETERMINED BY THE JUDGMENT OF A COURT OF COMPETENT JURISDICTION (SUSTAINED ON APPEAL, IF ANY) TO HAVE COMMITTED. Grantor's obligations under this Section 9.1 shall survive the satisfaction and cancellation of the Bonds and the release and reconveyance of the Bond Documents. Section 9.2 Indemnification Against Certain Matters. Grantor shall indemnify, pay and protect, defend (with counsel approved by Beneficiary) and save the Indemnitees, harmless from and against all claims(including,without limitation,third party claims for personal injury or real or personal property damage), demands, actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, interest, taxes, assessments, liabilities (including, without limitation, sums paid in settlements of claims), losses of every kind and character, costs and expenses (including attorneys' fees and expenses, including, without limitation, any such attorneys' fees and expenses incurred in enforcing the indemnification contained in this Section 9.2 or collecting any sums due hereunder and costs of litigation),consultant fees,and expert fees,together with all other costs and expenses of any kind or nature(collectively, the"Costs") that arise from or relate to, directly or indirectly, any Indemnified Matter (as hereinafter defined), REGARDLESS OF THE NEGLIGENCE OF ANY INDEMNITEE OR ANY THEORY OF STRICT LIABILITY. If any Indemnitee shall assert any Costs against Grantor, other than those arising from claims by third parties, Grantor shall pay to Beneficiary, such Owner, or such other Indemnitee, as applicable, the total of all such Costs suffered or incurred by such Indemnitee within 30 days after receipt of written demand therefor together with reasonable documentation thereof. Section 9.3 Certain Indemnified Matters. As used herein the term"Indemnified Matter" shall mean, during the time that Grantor owns, manages, controls or is in possession of the Mortgaged Premises, any (a) fraud or negligent or willful misrepresentation by Grantor or any guarantor of the Obligations or any portion of the Obligations;(b)failure by Grantor or any entity affiliated with or related to Grantor to pay Taxes or assessments or charges for labor or materials or other charges that can create liens on any portion of the Hotel Unit; (c) misapplication by Grantor or any entity affiliated with or related to Grantor of(i)proceeds of insurance covering any portion of the Hotel Unit, or(ii)proceeds of the sale or Condemnation of any portion of the Hotel Unit; (d) any Transfer or encumbrance of the LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 38 ACTIVE 48008105v7 Mortgaged Premises or any interest therein or in Grantor in violation of the terms and provisions of this Deed of Trust, or the Indenture; (e) waste of the Hotel Unit; (f) all court costs and all reasonable attorneys' fees and expenses incurred by Beneficiary arising from or in response to any act or omission of Grantor which could reasonably be expected to impair any security for(i) the payment of Grantor's obligations under the Bond Documents, or (ii) the performance and discharge of Grantor's obligations under the Bond Documents; and (g) any other failure of Grantor to perform its obligations with respect to the Hotel Unit, except to the extent that such failure to perform is due to insufficient Gross Revenues, which insufficiency is not the result of Grantor's actions under Section 9.3(a)or(cc). Section 9.4 Indemnification Procedures; Third Party Claims. All claims for indemnification against any and all claims and actions by third parties against Beneficiary or any other Indemnitee in respect of which indemnity may be sought under this Article 9 shall be asserted and resolved as follows: (a) An Indemnitee shall,following the assertion of any claim or the commencement of any action by any third party in respect of which indemnity may be sought by such Indemnitee from Grantor under this Article 9,notify Grantor in writing of such assertion or commencement together with a statement of such information respecting any of the foregoing as it shall have. If any such claim is asserted or action commenced of which such Indemnitee shall have given notice to Grantor, Grantor may, within 10 days following receipt of such notice, notify such Indemnitee in writing of its election to (i) make immediate payment of such claim, or (ii) at Grantor's expense, assume the defense thereof with counsel satisfactory to such Indemnitee. Upon such election, Grantor shall have full control of the defense, including any compromise or settlement;provided that any settlement requiring non-monetary consideration must be approved in advance by such Indemnitee,which approval shall not be unreasonably withheld, conditioned or delayed. (b) If Grantor fails to pay such claim or to elect to defend such claim within said 10 day period or, having elected to defend such claim, fails to diligently and promptly defend or settle the claim, then such Indemnitee, after the expiration of said 10 day period, shall have the right to pay such claim or to defend, in each instance at the sole cost and expense of Grantor, such claim by all appropriate proceedings, which proceedings shall be conducted by such Indemnitee to a final conclusion or settlement. Such Indemnitee shall have full control of such defense and proceedings and the Grantor shall be bound by the result obtained with respect thereto by such Indemnitee unless Indemnitee shall have failed to diligently defend such claim. Grantor shall, at the sole cost and expense of Grantor, cooperate with such Indemnitee and its counsel in contesting any claim that such Indemnitee is contesting,or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the claim or any cross-complaint against any person. (c) Should Grantor elect to assume the defense of any claim pursuant to Section 9.3(a) above, Grantor shall use counsel that is acceptable to such Indemnitee in its reasonable judgment. If such Indemnitee shall determine, in its reasonable judgment, that LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PACE 39 ACTIVE 48008105v7 counsel chosen by Grantor is unacceptable, such Indemnitee shall have the right to employ separate counsel in any such action. Such Indemnitee shall have the right to participate in such defense, and the fees and expenses of both Grantor's and such Indemnitee's counsel shall be at the expense of Grantor. If the counsel chosen by Grantor should be, in such Indemnitee's reasonable judgment, acceptable to such Indemnitee,but such Indemnitee nevertheless employs separate counsel in any such action, such Indemnitee's counsel shall be at the expense of such Indemnitee. (d) The indemnification to which this Article 9 relates shall be made by periodic payments of the amount thereof during the course of the investigation or defense,within 30 days of the date on which bills are received or loss, damage, liability, cost, or expense is incurred. (e) All Indemnitees(other than the Beneficiary)shall be third party beneficiaries of the provisions of this Deed of Trust granting indemnification rights to such other Indemnitees. Section 9.5 Payment or Compromise of Claim. At any time after the commencement of the defense of any claim, Grantor may request the subject Indemnitee, as the case may be, to agree in writing to the abandonment of such contest or to the payment or compromise by such Indemnitee of the asserted claim upon Grantor's agreement to provide funds for such payment, whereupon such action shall be taken unless such Indemnitee determines that the contest should be continued, and so notifies Grantor in writing within 15 days of such request from Grantor. If such Indemnitee determines that the contest should be continued, Grantor shall be liable hereunder only to the extent of the amount that the other party to the contested claim had agreed unconditionally to accept in payment or compromise as of the time Grantor made its request therefor to such Indemnitee. ARTICLE 10.MISCELLANEOUS Section 10.1 Partial Invalidity. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the Obligations secured hereby, or if the lien is invalid or unenforceable as to any part of the Mortgaged Premises, the unsecured or partially unsecured portion of the Obligations shall be completely paid prior to the payment of the remaining and secured or partially secured portion of the Obligations, and payments made on the Obligations, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion of the Obligations which is not secured or fully secured by the lien of this Deed of Trust. Section 10.2 Reinstatement. If Beneficiary shall elect to invoke any of the rights or remedies provided for herein, but shall thereafter determine to withdraw or discontinue same for any reason, it shall have the unqualified right to do so, whereupon all parties shall be automatically restored and returned to their respective positions regarding the Obligations and this document as shall have existed prior to the invocation of Beneficiary's rights hereunder and the rights, powers and remedies of Beneficiary hereunder shall be and remain in full force and effect. Section 10.3 Further Documents LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 40 ACTIVE 48008905v7 . Grantor agrees that it shall execute and deliver such other and further documents and do and perform such other acts as may be reasonably necessary and proper to carry out the intention of the parties as herein expressed and to effect the purposes of this document and the transaction referred to herein. Without limitation of the foregoing, Grantor agrees to (a) execute and deliver such documents as may be necessary to cause the liens and security interests granted hereby to cover and apply to any property placed in, on, or about the Mortgaged Premises in addition to, or replacement or substitution of, any of the Mortgaged Premises, and(b)use its commercially reasonable efforts to obtain from third parties and deliver to Beneficiary promptly upon request therefor, (i)written assurances in favor of Beneficiary with regard to the status of any payment and performance bonds, guarantees, mechanics' and materialmen's liens, and/or title insurance coverage, and (ii) any information or reports, from Grantor and/or obtained from third parties, regarding the construction schedule, costs, and other information with respect to the Transaction Documents, and/or the Condominium Project as Beneficiary may request; provided, however, that so long as no default exists under any of the Transaction Documents, any such requests for information or reports from third parties must be reasonable in the context of existing circumstances. Section 10.4 Successors and Assigns. The representations and covenants herein contained shall inure to the benefit of Beneficiary, and the Owners, and their respective legal representatives, successors,and assigns,and shall be binding upon the respective heirs, legal representatives,successors, and assigns of Grantor, but nothing in this paragraph shall constitute an authorization for Grantor to sell or in any way dispose of the Mortgaged Premises or any part thereof or interest therein. Section 10.5 Terminology. Wherever used in this document, unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, the words "Deed of Trust" shall mean this Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing and any supplement or supplements hereto, the word "Grantor" shall mean "Grantor, its respective heirs, legal representatives,successors and permitted assigns,and/or any subsequent owner or owners of the Mortgaged Premises or any part thereof,"the word"Beneficiary"shall mean"Beneficiary or any subsequent Indenture Trustee or Indenture Trustees under the Indenture," the word "Owners" shall mean "Owners and any subsequent lawful holder or holders of the Bonds or other indebtedness secured hereby,"the word"Bonds"shall mean"Bonds secured by this Deed of Trust and any renewals, extensions and rearrangements thereof,"the word"Person"shall mean"an individual,corporation,trust, partnership, limited liability company, or unincorporated association," and the pronouns of any gender shall include the other genders, and either the singular or plural shall include the other. Section 10.6 Headings. The paragraph entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such paragraphs. Section 10.7 Warranties of Title. Notwithstanding anything to the contrary herein set forth, (a)the warranties of title herein contained are subject only to the Permitted Encumbrances,to the extent, but only to the extent, the same are valid and subsisting and affect the Mortgaged Premises, and (b) Grantor acknowledges and agrees that(i)Beneficiary has disclaimed, and by its acceptance of this Deed of Trust does disclaim, all warranties, express or implied, or which would otherwise be deemed to have been given under the Code in connection with any foreclosure, sale, or transfer of any portions of the Mortgaged Premises pursuant to or in lieu of any exercise of rights or remedies under this Deed of Trust, including, without limitation, any deed in lieu of foreclosure, and (ii) the disclaimer of warranties LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 41 ACTIVE 48008105v7 described in (i) above shall not cause any such foreclosure, sale, or transfer to be commercially unreasonable and Grantor covenants not to allege same. Section 10.8 Construction Deed of Trust. This Deed of Trust secures an obligation incurred for the construction of improvements on land. It is expressly agreed that the Bonds evidence indebtedness from Grantor to Beneficiary pursuant to the terms of the Indenture, which Indenture is hereby incorporated herein for all purposes as if set forth herein in its entirety. Section 10.9 No Merger or Confusion of Estates. So long as any part of the Obligations secured hereby remain unpaid and undischarged,the fee and leasehold estates to the Mortgaged Premises shall not merge, and no confusion of estates shall occur but the fee and leasehold estates shall remain separate and distinct, notwithstanding the union of such estates either in Grantor, Beneficiary, the City, any lessee,or any third party by purchase,operation of law,or otherwise. Beneficiary reserves the right, at any time, to release portions of the Mortgaged Premises, with or without consideration, at Beneficiary's election, without waiving or affecting any of its rights hereunder or under the Bond Documents and any such release shall not affect Beneficiary's rights in connection with the portion of the Hotel Unit not so released. So long as any portion of the Indebtedness shall remain unpaid,if Grantor shall become the owner and holder of the fee title or leasehold title under the Ground Lease to the Hotel Unit,the lien,assignments and security interests of this Deed of Trust shall be spread to cover Grantor's fee title or leasehold title under the Ground Lease to the Hotel Unit,as the case may be,and said fee title or leasehold title shall be deemed to be included in the Mortgaged Premises automatically, and without the need for action by any party;however,in such event,Grantor agrees to execute any and all documents or instruments necessary to subject its fee title or leasehold title to the Hotel Unit to the lien of this Deed of Trust, in form and substance satisfactory to Beneficiary. Section 10.10 Notices. Any notice required or permitted to be given under this Deed of Trust shall be given in the manner described in the Indenture. Section 10.11 Indenture. If any conflict or inconsistency exists between this Deed of Trust and the Indenture, the Indenture shall govern. Section 10.12 Applicable Law. GRANTOR AND BENEFICIARY HAVE AGREED THAT THIS DEED OF TRUST SHALL BE GOVERNED, IN ALL RESPECTS INCLUDING VALIDITY, INTERPRETATION, AND EFFECT, BY AND SHALL BE ENFORCEABLE IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Section 10.13 Jury Trial; Damages. i) Each of Grantor and Beneficiary recognizes that in matters related to this Deed of Trust and the Obligations secured hereby, it may be entitled to a trial in which matters of fact are determined by a jury (as opposed to a trial in which such matters are determined by a federal or state judge). Each of Grantor and Beneficiary also recognizes that one of the remedies available to it in any trial may, under certain circumstances, be the right to receive damages in excess of those actually sustained by it. In the past, in some instances, such damages have equaled or exceeded the amount of actual damages. (a) EACH OF GRANTOR AND BENEFICIARY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 42 ACTIVE 48008105v7 CAUSE OF ACTION (i) ARISING UNDER THIS DEED OF TRUST OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GRANTOR, BENEFICIARY, OR THE OWNERS WITH RESPECT TO THIS DEED OF TRUST OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND GRANTOR AND BENEFICIARY HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM,DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT EITHER GRANTOR OR BENEFICIARY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GRANTOR AND BENEFICIARY TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (b) TO THE MAXIMUM EXTENT NOW PERMITTED BY LAW,EACH OF GRANTOR AND BENEFICIARY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,ACTUAL DAMAGES. Section 10.14 Limited Liability,Authority,and Recourse. The Beneficiary understands and agrees that the obligations of the Grantor shall be limited as set forth in this Section. (a) The liability of the Grantor hereunder shall be limited to its interest in the Condominium Project and the other pledged assets granted to the Beneficiary, and no Person shall have the right to obtain payment from the Grantor or from any assets of the Grantor other than the Condominium Project and the other Mortgaged Premises. (b) The Beneficiary may not enforce the liability and obligation of the Grantor to perform and observe the obligations contained in this Deed of Trust in any action or proceeding wherein a money judgment shall be sought against the Grantor,except that the Beneficiary may bring a foreclosure action, action for specific performance, or other appropriate action or proceeding to enable the Beneficiary to enforce and realize upon this Deed of Trust and the interest in other pledged assets, provided, however, that any judgment in any such action or proceeding shall be enforceable against the Grantor only to the extent of the Grantor's interest in the Condominium Project and the other pledged assets. LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 43 ACTIVE 48008105v7 (c) Notwithstanding the foregoing, the Grantor shall be liable for (i) any fraud or intentional misrepresentation by the Grantor or any of its officers, and (ii) misapplication after the date hereof of(A) proceeds of any insurance covering any portion of any pledged assets actually received by the Grantor or any of its officers, (B) proceeds from the sale or Condemnation of any portion of any pledged assets actually received by the Grantor or any of its officers to the extent such proceeds are not applied to the expenses of the Mortgaged Premises and/or the Obligations in accordance with the terms of this Deed of Trust,or(C)rentals or other proceeds from the Ground Lease of any portion of any pledged assets actually received by the Grantor or any of its officers to the extent such rentals or proceeds are not applied to the expenses of the Mortgaged Premises and/or the Obligations in accordance with the terms of this Deed of Trust. (d) Notwithstanding anything contained herein to the contrary,no recourse under or upon any obligation, covenant, or agreement contained in this Deed of Trust or in any other documents delivered in connection with the issuance of the Bonds, or for any claim based thereon, or under any judgment obtained against the Grantor, or by the enforcement of any assessment or penalty or otherwise or by any legal or equitable proceeding by virtue of any constitution,rule of law or equity,or statute or otherwise or under any other circumstances,under or independent hereof, shall be had against any incorporator, director, member, officer, consultant,or agent,as such,past,present,or future of the Grantor,or any incorporator,director, member, officer, consultant, or agent of any successor entity, as such, either directly or through the Grantor or any successor entity, or otherwise; provided, however, nothing in this Section shall be construed to relieve any Person of liability for tortious acts that are, or intentional wrongdoing that is, outside the intended scope of such Person's employment. Section 10.15 Severability. The provisions of this Deed of Trust are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part,then such invalidity or unenforceability shall affect only such clause or provision,or part thereof,and shall not in any manner affect any other clause or provision of this Deed of Trust. Section 10.16 Notice of Final Agreement. THIS WRITTEN DEED OF TRUST REPRESENTS 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. ARTICLE 11.ADDITIONAL PROVISIONS REGARDING TRUSTEE Section 11.1 Successor or Substitute Deed of Trust Trustee. The Deed of Trust Trustee may resign by an instrument in writing addressed to the Beneficiary, or the Deed of Trust Trustee may be removed at any time with or without cause by an instrument in writing executed by the Beneficiary. In case of the death, resignation, removal or disqualification of the Deed of Trust Trustee or if for any reason the Beneficiary shall deem it desirable to appoint a substitute or successor Deed of Trust Trustee to act instead of the herein named trustee or any substitute or successor trustee,then the Beneficiary shall have the right and hereby is authorized and empowered to appoint a successor trustee, or a substitute trustee,without other formality than appointment and designation in writing executed by the Beneficiary and the authority hereby conferred shall extend to the appointment of other successor and substitute LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 44 ACTIVE 48008105v7 trustees successively until the Indebtedness finally has been paid in full or until the Hotel Unit is sold hereunder. If the Beneficiary is a corporation or other entity and such appointment is executed in its behalf by an officer of such corporation or other entity,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, other governance board or any superior officer of the corporation or other entity. Upon the making of any such appointment and designation, all of the estate and title of the Deed of Trust Trustee in the Hotel Unit shall vest in the named successor or substitute trustee and thereupon he shall succeed to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties herein conferred upon the Deed of Trust Trustee;but,nevertheless,upon the written request of the Beneficiary or of the successor or substitute trustee,the Deed of Trust Trustee ceasing to act shall execute and deliver an instrument transferring to such successor or substitute Deed of Trust Trustee all of the estate and title in the Hotel Unit of the Deed of Trust Trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties herein conferred upon the Deed of Trust Trustee, and shall assign, transfer and deliver any of the properties and moneys held by said Deed of Trust Trustee hereunder to said successor or substitute Deed of Trust Trustee. All references herein to the Deed of Trust Trustee shall be deemed to refer to the Deed of Trust Trustee (including any successor or substitute appointed and designated as herein provided) from time to time acting hereunder. Grantor hereby ratifies and confirms any and all acts which the herein named Deed of Trust Trustee or her successor or successors, substitute or substitutes, in this trust, lawfully shall do by virtue hereof. Section 11.2 Liability and Indemnification of Deed of Trust Trustee. The Deed of Trust Trustee shall not be liable for any error of judgment or act done by the Deed of Trust Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for the Deed of Trust Trustee's gross negligence or willful misconduct. The Deed of Trust Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him or her hereunder, believed by him or her in good faith to be genuine. All moneys received by the Deed of Trust Trustee, until used or applied as herein provided, shall 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 law), and the Deed of Trust Trustee shall be under no liability for interest on any monies received by him or her hereunder. ARTICLE 12. SPECIAL STATE PROVISIONS Section 12.1 Insurance Premiums. Upon any foreclosure of the Mortgaged Premises pursuant to this Deed of Trust, the Beneficiary shall have the right to cancel any policy of insurance covering all or any part of the Mortgaged Premises and shall be entitled to receive any unearned premiums from such policy. The unearned premiums received by the Beneficiary shall be applied in the same manner as provided in in this Deed of Trust regarding the application of proceeds of sale of the Mortgaged Premises. Section 12.2 Waiver of Deficiency Statute. LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 45 ACTIVE 48008105v7 (a) Waiver. Subject to the provisions of Sections 10.14(a) and (b), in the event an interest in any of the Mortgaged Premises is foreclosed upon pursuant to a judicial or nonjudicial foreclosure sale, Grantor agrees as follows: notwithstanding the provisions of Sections 51.003, 51.0041 and 51.005 of the Texas Property Code(as the same may be amended from time to time), and to the extent permitted by law, Grantor agrees that Beneficiary shall be entitled to seek a deficiency judgment from Grantor equal to the difference between the amount owing on the Bonds and the amount for which the Mortgaged Premises was sold pursuant to judicial or nonjudicial foreclosure sale. Grantor expressly recognizes that this section constitutes a waiver of the above-cited provisions of the Property Code which would otherwise permit Grantor and other persons against whom recovery of deficiencies is sought or Guarantor independently(even absent the initiation of deficiency proceedings against them) to present competent evidence of the fair market value of the Mortgaged Premises 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 Mortgaged Premises for purposes of calculating deficiencies owed by Grantor, Guarantor, and others against whom recovery of a deficiency is sought. (b) Alternative to Waiver. 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 finder of fact's determination of the fair market value of the Mortgaged Premises as of the date of the foreclosure sale in proceedings governed by Sections 51.003, 51.004 and 51.005 of the Texas Property Code(as amended from time to time): (i) the Mortgaged Premises shall be valued in an"as is"condition as of the date of the foreclosure sale, without any assumption or expectation that the Mortgaged Premises will be repaired or improved in any manner before a resale of the Mortgaged Premises after foreclosure;(ii)the valuation shall be based upon an assumption that the foreclosure purchaser desires a resale of the Mortgaged Premises for cash promptly(but no later than twelve(12)months)following the foreclosure sale; (iii) all reasonable closing costs customarily borne by the seller in commercial real estate transactions should be deducted from the gross fair market value of the Mortgaged Premises, including,without limitation,brokerage commissions,title insurance,a survey of the Mortgaged Premises,tax prorations, attorneys' fees, and marketing costs; (iv)the gross fair market value of the Mortgaged Premises shall be further discounted to account for any estimated holding costs associated with maintaining the Mortgaged Premises pending sale,including,without limitation, 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 Mortgaged Premises must be given by persons having at least five(5)years' experience in appraising property similar to the Mortgaged Premises and who have conducted and prepared a complete written appraisal of the Mortgaged Premises taking into consideration the factors set forth above. ARTICLE 13. ADDITIONAL GROUND LEASE PROVISIONS Section 13.1 Maintenance of Ground Lease LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 46 ACTIVE 48008105v7 . Subject to the terms of the Indenture, Grantor shall not, in any event, including the bankruptcy, reorganization or insolvency of Grantor or the City, (i) surrender its leasehold estate, or any portion thereof,nor terminate, cancel or acquiesce in the rejection of the Ground Lease; (ii) consent or fail to object to any attempt by the City to sell or transfer its interest in the Hotel Unit (including 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. Subject to the terms of the Indenture, 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 sale or transfer of the City's interest under the Ground Lease, if any, in the Hotel Unit (including the 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 the bankruptcy, reorganization or insolvency of Grantor or the City, and any attempt on the part of Grantor to exercise any such right without the consent of Beneficiary shall be null and void as to the Beneficiary. Notwithstanding the foregoing, in the event of a threatened termination of the Ground Lease due to the bankruptcy, reorganization or insolvency of Grantor,Grantor shall, at Beneficiary's election, absolutely assign to Beneficiary, in lieu of such termination, all of Grantor's right, title and interest in and to such Ground Lease and any claims arising in any respect therefrom. ARTICLE 14.ADDITIONAL CONDOMINIUM PROVISIONS With respect to the Condominium Project, Grantor agrees as follows: Section 14.1 Condominium Obligations. Grantor shall perform all of Grantor's obligations under each of the following documents, as the same may be amended from time to time: (i) the Condominium Declaration or any other document that creates or pertains to the Condominium Project, (ii) any bylaws, rules and regulations affecting the Condominium Project and adopted or promulgated by the Owners' Association or by the declarant of the Condominium Project; and (iii) any other equivalent documents (clauses (i) — (iii), collectively, the "Condominium Constituent Documents"). Grantor shall promptly pay,when due, all dues and assessments imposed pursuant to the Condominium Constituent Documents. Section 14.2 Hazard Insurance. So long as the Owners' Association (or Grantor, as Insurance Trustee under and as defined in the Condominium Declaration, as the case may be)maintains, with an insurance carrier acceptable to Beneficiary,a"master"or"blanket"policy on the Condominium Project that is reasonably satisfactory to Beneficiary and that provides insurance coverage in the amounts, for the periods and against the hazards required by this Deed of Trust, then Grantor's obligation to maintain hazard insurance on the Mortgaged Premises under the terms of this Deed of Trust is deemed satisfied to the extent that the required coverage is provided by the Owners' Association policy (or Grantor's, as Insurance Trustee under and as defined in the Condominium Declaration, policy, as the case may be). Notwithstanding anything in the Condominium Declaration to the contrary, insurance proceeds shall be used and applied by Beneficiary as provided for in this Deed of Trust. Grantor shall give Beneficiary prompt notice of any lapse in required insurance coverage. In the event of a distribution of hazard insurance proceeds in lieu of restoration or repair following a loss to the Mortgaged Premises, any proceeds payable to Grantor are hereby assigned and shall be paid to Beneficiary for application by Beneficiary as provided in this Deed of Trust. Grantor hereby assigns to Beneficiary, as security for the obligations secured by this Deed of Trust, all of its right to vote on, or consent to, any proposed use of any proceeds of any insurance maintained by the Owners' Association(or Grantor,as Insurance Trustee LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 47 ACTIVE 48008105v7 under and as defined in the Condominium Declaration,as the case may be),and agrees that it will not so vote or consent without the prior written consent of Beneficiary thereto in each instance. Without limiting the foregoing, in no event shall Grantor vote for any restoration which is not permitted under the terms of this Deed of Trust. Section 14.3 Public Liability Insurance. Grantor shall take such actions as may be reasonable to ensure that, in addition to the liability insurance required under this Deed of Trust, the other Bond Documents and otherwise by Beneficiary,the Owners' Association(or Grantor,as Insurance Trustee under and as defined in the Condominium Declaration, as the case may be) maintains a public liability insurance policy acceptable in form, amount and extent of coverage to Beneficiary. Section 14.4 Condemnation. The proceeds of any award or claim for damages, direct or consequential,payable to Grantor in connection with any Condemnation or other taking of all or any part of the Mortgaged Premises, or for any conveyance in lieu of Condemnation, are hereby assigned and shall be paid to Beneficiary. Notwithstanding anything in the Condominium Declaration to the contrary, such proceeds shall be applied by Beneficiary as provided in this Deed of Trust. Section 14.5 Beneficiary's Prior Consent. Grantor shall not, except after notice to Beneficiary and with Beneficiary's prior written consent, consent to: (1) Abandonment or termination of the Condominium Project, except for abandonment or termination required by law in the case of substantial destruction by fire or other casualty or in the case of a taking by Condemnation or eminent domain; (2) Any material amendment to any provision of the Condominium Constituent Documents, including, but not limited to, any amendment that would change the percentage interest of the owners of units in the Condominium Project; (3) Any proposed use of the proceeds of any casualty insurance on, or Condemnation or transfer in lieu of Condemnation,of the Mortgaged Premises or the Condominium Project or any portion thereof; (4) Any action that would have the effect of rendering the public liability insurance coverage maintained by the Owners' Association unacceptable to Beneficiary; or (5) Any proposed use of any proceeds of any insurance maintained by the Owners' Association. Section 14.6 Voting Rights; Notice of Meetings. Grantor hereby assigns to Beneficiary all of Grantor's voting rights under the Condominium Constituent Documents, whether stemming from its ownership of the Hotel Unit or the City Facilities Unit, and irrevocably appoints Beneficiary as its attorney and proxy to cast its votes at all times permitted or required pursuant LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 48 ACTIVE 48008905v7 thereto at any time after the occurrence and during the continuance of an Event of Default. If Beneficiary's representative fails to attend a duly called meeting either in person or by proxy, then Grantor may cast its votes as though this power had not been granted to Beneficiary. It is agreed that this power is coupled with an interest and may not be revoked by Grantor until this Deed of Trust is fully satisfied and reconveyed. Grantor will, from time to time,execute and deliver to Beneficiary such other proxies as Beneficiary deems necessary or advisable to appoint Beneficiary its proxy hereunder. Grantor agrees that it will cause copies of all notices of meetings and other notices required or permitted under the Condominium Constituent Documents to be sent to Beneficiary promptly after receipt thereof by Grantor and so as to provide Beneficiary with reasonable notice of the time, place and subject of any such meeting. Section 14.7 Remedies. If Grantor does not pay condominium dues and assessments with respect to the Condominium Project when due, Beneficiary may (but without obligation to do so) pay them. Any amounts disbursed by Beneficiary under this subsection 14.7 shall become additional Indebtedness of Grantor from the date of disbursement at the rate of interest from time to time applicable to the Bonds and shall be payable,with interest, 10 days after written notice from Beneficiary to Grantor so requesting. [SIGNATURE PAGES FOLLOW] LEASEHOLD DEED OF TRUST,ASSIGNMENT OF LEASES AND RENTS,SECURITY AGREEMENT AND FIXTURE FILING PAGE 49 ACTIVE 48008105v7 EXECUTED ON THE DATES SET FORTH IN THE NOTARY ACKNOWLEDGEMENT(S) BELOW,TO BE EFFECTIVE AND DATED AS OF THE DATE FIRST SET FORTH ABOVE. GRANTOR: BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a municipal development district established by the City of Baytown,Texas pursuant to Chapter 377 of the Texas Local Government Code By: Richard L. Davis, General Manager STATE OF TEXAS ) } COUNTY OF HARRIS ) This instrument was acknowledged before me on the day of , 2021,by Richard L. Davis, General Manager of BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a municipal development district established by the City of Baytown, Texas pursuant to Chapter 377 of the Texas Local Government Code, on behalf of the District. Notary Public, State of Texas After Recording Return To: Winstead PC 401 Congress, Suite 2100 Austin,Texas 78701 Attn: David L. Dawson SIGNATURE PAGE—LEASEHOLD DEED OF TRUST ACTIVE 48008105v7 EXHIBIT A DESCRIPTION OF CONDOMINIUM PROJECT Hotel Unit of Baytown Hotel & Convention Center Master Condominium, located in Harris County, Texas together with the Hotel Unit's undivided interest in the Common Elements, as described in that certain Declaration of Condominium Regime for Baytown Hotel & Convention Center Master Condominium recorded on or about the date hereof in the Official Public Records of Harris County,Texas. A-2-1 ACTIVE 48008105v7 Exhibit "D" ASSIGNMENT OF LEASES AND RENTS THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment"), dated as of September 1, 2021, is given by BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a municipal development district established by the City of Baytown, Texas pursuant to Chapter 377 of the Texas Local Government Code ("Assignor"), whose business address is 2401 Market Street, Baytown, Texas 77520, Attn: General Manager, in favor of WELLS FARGO BANK, N.A. ("Trustee"), not in its individual capacity, but solely as Trustee under that certain Indenture of Trust dated as of September 1, 2021 for the benefit of the Owners described therein (as supplemented, renewed, extended, and/or amended from time to time, the "Indenture"), whose business address is 1445 Ross Avenue, Floor 43, Dallas, Texas 75202, Attn: Corporate Trust Services. RECITALS A. The City of Baytown, Texas, a Texas municipal corporation and home- rule city of the State of Texas principally situated in Harris County, Texas (the "City") has determined that it is in the best interests of the City and its residents to construct a full-service, upper-upscale hotel and convention center that will include public meeting space and related public infrastructure and facilities as well as certain surface parking, landscaping, hardscaping and other amenities (collectively, the "Project"). B. The parties intend that the development of the Project will proceed as follows: (i) the City will lease to Assignor pursuant to the Ground Lease Agreement (the "Ground Lease"), a tract of land located in the City on which an upper-upscale, full-service hotel, having approximately 208 rooms to include guestrooms and suites, appropriate support facilities such as a restaurant(s), a lounge(s) or bar(s), supporting back-of-the-house areas, and food preparation facilities, to the extent not constructed as City Facilities, together with such other amenities and features characteristic of a full-service hotel (the "Hotel") and the public, City-owned convention center facilities, certain surface or structured parking and certain public facilities and infrastructure (the "City Facilities") will be constructed the land situated in the City of Baytown, in the County of Harris, in the State of Texas, as more particularly described in Exhibit A attached hereto and made a part hereof and any additional parcels of land as may be hereafter added to or become a part of such land (the "City Facilities Unit") and (ii) concurrently herewith, the City Facilities will be conveyed by the Assignor to the City, and the City will then lease the City Facilities back to the Assignor under a facilities lease for use as public meeting and convention center facilities and public parking spaces in connection with the Project("City Facilities Lease"). C. The Hotel and the City Facilities will be subject to a condominium regime pursuant to which a Hotel Unit, City Facilities Unit and Common Elements related to each of the Hotel Unit and the City Facilities Unit will be created (the City Facilities Unit, together with the Common Elements related to the City Facilities Unit shall be collectively referred to herein as the "Condominium Project") under that certain declaration to be filed by the Assignor as the declarant pursuant to the Uniform Condominium Act, Texas Property Chapter 82 (the "Condominium Declaration"). ACTIVE 48625698V2 D. The Project is located within the boundaries of the Assignor and the development of the City Facilities and the Hotel constitutes an authorized development project under the Act. E. Section 377.073 of the Act authorizes the Assignor to issue bonds to pay the costs of the Hotel and funding certain reserves and other required amounts in connection therewith. F. The Assignor has authorized the issuance of (i) its Baytown Municipal Development District First-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021 A (the "Series 2021 First-Lien Bonds"), in the aggregate principal amount of $r], (ii) its Baytown Municipal Development District Second-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel), Series 2021B, (the "Series 2021 Second-Lien Bonds") in the aggregate principal amount of $r ], and (iii) its Baytown Municipal Development District Combination Third-Lien Hotel Revenue and Limited Sales Tax Revenue Bonds (Baytown Convention Center Hotel), Series 2021 C, (the "Series 2021 Third-Lien Bonds") in the aggregate principal amount of$[ ], (collectively, the "Series 2021 Bonds"). G. The Trustee requires that this Assignment be executed and delivered as security for the Assignor's obligations under the Series 2021 Bonds. H. Capitalized terms used in this Assignment without definition shall have the meanings given the respective terms in the Indenture. AGREEMENT THEREFORE, in order to induce Trustee to accept the trusts created by the Indenture and the purchase and acceptance of the Series 2021 Bonds by the Owners, Assignor is required to deliver this Assignment, and Assignor hereby agrees with Trustee as follows: 1. Grant and Assignment. (a) Assignor grants a security interest to Trustee in and to the rents ("Rents") as defined in the Texas Assignment of Rents Act applicable to all or any portion of the City Facilities Unit including, without limitation, any revenues, royalties, income, issues, proceeds, bonus monies, profits, security and other types of deposits (after Assignor acquires title thereto) and other benefits paid or payable by parties, including the Assignor, to all other leases and subleases now or hereafter in effect, pursuant to which any person, including the Assignor, is now or hereafter granted a possessory interest in, or right to use or occupy all or any portion of the City Facilities Unit, and every modification, amendment, or other agreement relating to such lease, sublease, and other agreement, and every warranty and guarantee of the performance and observance of the covenants, conditions, and agreements to be performed and observed by the Assignor and the other party thereto, whether before or after the filing by or against Assignor of any petition for relief under any Creditors' Rights Laws (including, without limitation, the City Facilities Lease, collectively, the "Leases") for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying all or any portion of the City Facilities Unit, in accordance with the Texas Assignment of Rents Act (Texas Property Code, Section 64), as the same may be amended, modified or supplemented from time to time ("TARA"). All provisions 2 related to the assignment of Rents are subject to the terms, provisions, and conditions of TARA. To the extent that specific terms and requirements of this Assignment conflict with the specific terms and requirements of TARA, (i) to the extent such terms and requirements of TARA may be superseded by an agreement between the parties, the specific terms and requirements of this Assignment hereby supersede such specific terms and requirements of TARA; and (ii) to the extent that such terms and requirements of TARA cannot be superseded by an agreement between the parties, the specific terms and requirements of TARA shall control, and the parties further agree that all other terms and requirements of this Assignment shall not otherwise be impaired or superseded thereby and shall remain in full force and effect. This Assignment is intended to be a security instrument for purposes of TARA and the Assignor's obligations under the Series 2021 Bonds shall be a secured obligation for purposes of TARA. Promptly upon request by Trustee, Assignor agrees to execute and deliver such further assignments as Trustee may from time to time require. Assignor and Trustee intend this assignment and grant of a security interest in and to the Rents to be an assignment for security of the Assignor's obligations under the Series 2021 Bonds. It is the intention of the Assignor that this Assignment create and perfect a security interest in and to the Rents in favor of Trustee, which security interest shall be effective as of the date of this Assignment. (b) As part of the consideration for the Assignor's obligations under the Series 2021 Bonds, Assignor absolutely and unconditionally assigns and transfers to Trustee all of Assignor's right, title and interest in, to and under the Leases (including the City Facilities Lease), including Assignor's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. It is the intention of Assignor to establish a present, absolute and irrevocable transfer and assignment to Trustee of all of Assignor's right, title and interest in, to and under the Leases. 2. Covenants of Assignor. Assignor hereby covenants and agrees as follows: (a) faithfully to abide by, perform and discharge each and every obligation, covenant and agreement that is to be performed by the Assignor under the Leases; (b) at the sole cost and expense of Assignor, to enforce or secure the performance of the obligations, covenants, conditions, and agreements of the Leases to which the Assignor is the lessor to be performed by the lessees thereunder; (c) not to terminate, modify or amend any of the Leases or any of the terms thereof, or grant any concessions in connection therewith, either orally or in writing, or to accept a surrender thereof,without the prior written consent of Trustee; (d) simultaneously with receiving or giving of the same, to send to Trustee copies of all notices of default and noncompliance received or given by Assignor to or from the City under the City Facilities Lease or the lessees under any of the other Leases to which the Assignor is the lessor or any guarantor thereof, (e) to use due diligence to operate the City Facilities Unit, and, upon demand, to confirm in writing the transfer and assignment to Trustee of any and all subsequent leases upon all or any part of the City Facilities Unit, upon the terms and conditions herein contained, 3 and to make, execute and deliver to Trustee upon demand any and all instruments that may be necessary or desirable to evidence such assignment, but the terms and provisions of this Assignment shall apply to any such subsequent leases upon the City Facilities Unit, whether or not such confirmation is given; (f) at Assignor's sole cost and expense, to appear in and defend any action or proceeding arising under, growing out of or in any manner connected with any of the Leases hereby assigned, or the obligations, duties or liabilities of the lessor or lessee thereunder or any guarantor thereof, and to pay all reasonable costs and expenses of Trustee, including, without limitation, legal fees and disbursements in a reasonable sum, in any such action or proceeding in which Trustee may appear; (g) not to request, consent to, agree to or accept subordination of any of the Leases to any mortgage, deed of trust or other encumbrance, or any other lease, now or hereafter affecting all or any part of the City Facilities Unit, other than this Assignment; (h) not to accept any payment of rent under any of the Leases for any part of the City Facilities Unit for any period in advance of the period for which such rent is due and payable; and (i) not to make or execute any other assignment of leases, rents, issues, income or profits from the City Facilities Unit or any part thereof during the term of this Assignment. 3. Representations and Warranties of Assignor. Assignor hereby represents and warrants to Trustee that: (a) Assignor has not executed any prior assignment of Leases and/or Rents with respect to the City Facilities Unit or any of the Leases, and Assignor is entitled to receive Rents from the City Facilities Unit and to enjoy all other rights mentioned herein and Assignor has free right to transfer to Trustee such rights, interests, powers and authorities as are herein granted or conferred; (b) Assignor has not performed any act or executed any instrument that might prevent Trustee from exercising or obtaining the benefit of any of the terms and conditions hereof, (c) Assignor has not accepted Rents under any of the Leases for any part of the City Facilities Unit for any period other than the current period for which Rents have already become due and payable as of the date hereof, and there are no Leases except as have been provided to Trustee affecting the City Facilities Unit; (d) there is no breach or default now existing under any of the Leases; (e) Assignor has provided Trustee true and correct copies of each of the Leases and all modifications and amendments thereto; 4 (f) no lessee under the Leases to which the Assignor is the lessor has a defense, setoff or counterclaim against Assignor and as of the date hereof, there are no charges, liens, setoffs, off-sets, rebates, concessions, abatements, credits or deductions under such Leases or otherwise, against Rents or other charges due or to become due thereunder, or claims by the lessees thereunder against the enforcement of any of the agreements, terms, covenants or conditions of such Leases or against Assignor in respect of such Leases; and (g) all Rents due to date under the City Facilities Lease have been paid and under the other Leases have been collected and no concession has been granted to any lessee under such other Leases in the form of a waiver, release, reduction, discount or other alteration of rent due or to become due. (h) as of the date hereof, there are no Leases except as have been provided to Trustee affecting the City Facilities Unit. 4. Insurance and Condemnation Proceeds. Assignor hereby collaterally assigns, transfers, and sets over to Trustee for the benefit of the Owners all rights of Assignor to any insurance or condemnation proceeds payable to Assignor under any policies of insurance or as a result of any condemnation of the Condominium Project and which name or inure to the benefit of Assignor. Assignor will, in good faith and with due diligence, file and prosecute what would otherwise be Assignor's claim for any insurance or condemnation proceeds as a result of any loss. Assignor hereby irrevocably authorizes Trustee, in the name of Assignor or otherwise, to collect such insurance or condemnation proceeds from the applicable underwriters or agents or condemning authorities and to file and prosecute such claims, if Assignor fails to act or is in default hereunder. All proceeds payable to Assignor under such insurance policies or as a result of any condemnation naming or inuring to the benefit of Assignor shall be payable to Assignor to be held in trust for the benefit of Trustee, provided Assignor shall be permitted to use such proceeds to repair the Condominium Project, to the extent that the event for which proceeds were awarded is curable by repair. Provided, however, that in the event that insurance or condemnation proceeds are paid during the continuance of an Event of Default, all proceeds payable to Assignor under such insurance policies or as a result of any condemnation naming or inuring to the benefit of Assignor shall be paid to Trustee, and, during the continuance of an Event of Default shall be applied by Trustee against the Assignor's obligations under the Series 2021 Bonds secured hereby in such order and manner as Trustee shall direct in writing. With regard to that portion, if any, of proceeds from such insurance policy or as a result of any condemnation which remain after the full and final payment and satisfaction of the Assignor's obligations under the Series 2021 Bonds, including all accrued but unpaid interest, penalties, costs and expenses due and owing, such remaining portion of the proceeds shall be paid to Assignor. 5. Event of Default. The term "Event of Default" as used herein, shall mean the occurrence of any one of the following events: (a) The occurrence and continuance of an "Event of Default" under the Indenture; (b) Assignor abandons all or a material portion of the City Facilities Unit; 5 (c) the holder of any lien or security interest on any portion of the City Facilities Unit institutes foreclosure or other proceedings for the enforcement of its remedies thereunder; or (d) any failure by Assignor to comply with any of the provisions of this Assignment or any of its covenants hereunder or the breach of any representation or warranty set forth in this Assignment, any of which continues uncured after notice thereof by Trustee (i) for a period of 10 days with respect to any default or event of default pertaining to the payment of money, or (ii) for a period of 30 days with respect to any default or event of default other than one pertaining to the payment of money; provided, however, that if such default is of the type that, by its nature, cannot be cured within a 30 day period, then, so long as such cure is promptly commenced and diligently prosecuted, Assignor shall have such additional time to effect a cure as is reasonably necessary, but in no event more than 120 days. 6. Terms of Assignment of Rents; Collection and Application of Rents. The security interest granted in and to the Leases and Rents as provided for in this Assignment is irrevocable. Lender grants to Assignor a limited license (the "License") to receive and use the Leases and the Rents. If an Event of Default occurs and is continuing, the License will automatically terminate. Thereafter, Trustee will have the absolute and continuing right (but not the obligation) to enforce its security interest in and to the Rents and the Leases and to assume the role of the Assignor as lessor or lessee under the Leases, as applicable and subject to Section 7, and to then collect, demand, sue for, recover, receive and give receipts for any Rents. Trustee has no responsibility to exercise diligence in collecting Rents. After deducting the expenses of collection, Trustee will apply the net proceeds of collection as a credit upon any portion of the Assignor's obligations under the Series 2021 Bonds selected by Trustee, whether or not that portion of the Assignor's obligations under the Series 2021 Bonds is due and payable. As it relates specifically to the City Facilities Lease, after the occurrence and continuance of an Event of Default, the Trustee shall have the option to take possession of the City Facilities Unit, and to hold the same as lessee under the City Facilities Lease. Assignor authorizes and directs any lessee of Leases to which Assignor is the lessor to deliver any such payment to Trustee, and any lessee's obligation to Assignor will be absolutely discharged to the extent of its payment to Trustee. If Assignor receives any Rents after the enforcement of the security interest in and to the Rents, Assignor will hold the Rents in trust for Trustee and immediately pay them to Trustee. Assignor will keep Rents segregated from all other funds. Trustee is not required to give any credit against the Assignor's obligations under the Series 2021 Bonds for the assignment of Rents, until Rents are actually paid to Trustee. Assignor's obligations to Trustee will be discharged only to the extent that net Rents are received by Trustee and not disbursed to Assignor or paid by Trustee for expenses relating to the City Facilities Unit. The security interest in and to the Rents will not cause Trustee to be a lender-in-possession. If the security interest in and to the Rents is enforced, Trustee's possession of the Rents will not act as a waiver of any default or Event of Default by Assignor. The security interest in and to the Leases and Rents will terminate upon the satisfaction and cancellation of the Series 2021 Bonds and the release and reconveyance by the Trustee of the other Bond Documents. Any lessees of Leases to which the Assignor is the lessor are hereby authorized to recognize the claims of Trustee hereunder without investigating the reason for any action taken by Trustee. The sole signature of Trustee shall be sufficient for the exercise of any rights and 6 remedies under this Assignment. Checks for all or any part of the rentals collected under this Assignment shall be drawn to the exclusive order of Trustee. Lessees of Leases to which the Assignor is the lessor are hereby expressly authorized and directed to pay all Rents and any other amounts due to Assignor pursuant to such Leases or otherwise, to Trustee upon delivery of written notice to such lessees by Trustee requiring payment of the Rents directly to Trustee at the address of Trustee set forth in such notice, and Assignor hereby expressly relieves all such lessees from any and all duty, liability or obligation to Assignor with respect to any and all payments so made to Trustee. 7. No Obligation of Trustee/Indemnity by Assignor. Trustee shall not be obligated to perform or discharge, nor does Trustee hereby undertake to perform or discharge, any obligation, duty or liability under any of the Leases assigned hereunder or under or by reason of this Assignment. Assignor shall and does hereby agree to indemnify Trustee against and hold it harmless from any and all liability, loss, damage, cost or expense that Trustee may or might incur under any of the Leases or under or by reason of this Assignment, and against and from any and all claims and demands whatsoever that may be asserted against Trustee by reason of any alleged obligation or undertaking on Trustee's part to perform or discharge any of the terms, covenants or agreements contained in the Leases. Should Trustee incur any such liability, loss, damage, cost or expense under any of the Leases or under or by reason of this Assignment, or in the defense against any such claims or demands, the amount thereof, including, without limitation, costs, expenses and reasonable legal fees and disbursements, shall be secured by this Assignment and the other Bond Documents, and Assignor shall reimburse Trustee immediately upon demand. 8. Waiver/Further Cooperation. Assignor further agrees as follows: (a) Assignor will execute upon request of Trustee any and all instruments requested by Trustee to carry out the terms and conditions of this Assignment or the assignments intended hereby; (b) Trustee's omission or failure to give any notice of or under this Assignment to Assignor or any lessor, lessee, tenant or other occupant of the City Facilities Unit or any part thereof, or to collect any such Rents, issues, income or profits therefrom, or any part thereof, shall not constitute or be deemed a waiver of any of Trustee's rights hereunder, under any other Bond Document; and (c) on request of the Trustee, Assignor will execute and deliver to the Trustee or otherwise, such instruments or documents (including, without limitation, estoppel certificates) confirming the status of all or part of the Leases, including, without limitation, the assignment thereof to Trustee. 9. Settlement for Termination. Assignor agrees that no settlement for damages for termination of any of the Leases under the Federal Bankruptcy Code, or under any other federal, state, or local statute, shall be made without the prior written consent of Trustee, and any check in the payment of such damages shall be made payable to both Assignor and Trustee. Assignor hereby assigns any such payment to Trustee, to be applied to the Assignor's obligations under 7 the Series 2021 Bonds as Trustee may elect, and agrees to endorse any check for such payment to the order of Trustee. 10. Lender in Possession. Trustee's acceptance of this Assignment shall not, prior to entry upon and taking possession of the City Facilities Unit by Trustee, be deemed to constitute Trustee a "lender in possession", nor obligate Trustee to appear in or defend any proceeding relating to any of the Leases or to the City Facilities Unit, take any action hereunder, expend any money, incur any expenses, or perform any obligation or liability under the Leases, or assume any obligation for any deposits delivered to Assignor by any lessee under any of the Leases to which Assignor is the lessor and not delivered to Trustee. Trustee shall not be liable for any injury or damage to person or property in or about the City Facilities Unit. 11. Records. Upon request by Trustee, Assignor shall deliver to Trustee executed originals of all Leases and copies of all records relating thereto. 12. Release. The satisfaction and cancellation of the Series 2021 Bonds and the release and reconveyance of the other Bond Documents by the Trustee shall automatically constitute a full release of this Assignment. 13. Miscellaneous. (a) All notices, demands or documents that are required or permitted to be given or served hereunder shall be given or served as provided in the Indenture. (b) This Assignment shall be governed by and construed under the laws of the State of Texas. (c) This Assignment and all of the terms, covenants and conditions thereof shall be binding upon Assignor and its successors and assigns and shall inure to the benefit of Trustee and its successors and assigns. (d) Notwithstanding any future amendment to or modification of any Bond Document other than this Assignment, this Assignment and the rights and benefits hereby assigned and granted shall continue in full force and effect in accordance with the terms of this Assignment. (e) This Assignment may not be changed, amended, modified, abridged, cancelled or discharged other than by a written instrument signed by Trustee and Assignor. (f) Time is of the essence of this Assignment. 8 Assignor has executed this Assignment under seal to be effective as of September 1, 2021. BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a municipal development district established by the City of Baytown, Texas pursuant to Chapter 377 of the Texas Local Government Code By: Richard L. Davis, General Manager STATE OF TEXAS ) COUNTY OF HARRIS } This instrument was acknowledged before me on the day of , 20217 by Richard L. Davis, General Manager of BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a municipal development district established by the City of Baytown, Texas pursuant to Chapter 377 of the Texas Local Government Code, on behalf of the District. Notary Public, State of Texas Exhibit A—Description of City Facilities Unit ASSIGNMENT OF LEASES AND RENTS—SIGNATURE PAGE EXHIBIT "A" City Facilities Unit of Baytown Hotel & Convention Center Master Condominium, located in Harris County, Texas together with the city facilities unit's undivided interest in the common elements, as described in that certain Declaration of Condominium Regime for Baytown Hotel & Convention Center Master Condominium recorded on or about the date hereof in the Official Public Records of Harris County, Texas. Exhibit A Exhibit "E" CONSENT AND SUBORDINATION AGREEMENT This CONSENT AND SUBORDINATION AGREEMENT(this "Agreement") is made as of August 25, 2021 (the "Effective Date"), by and between the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a political subdivision of both the State of Texas and the City of Baytown, Texas ("City"), pursuant to Chapter 377 of the Texas Local Government Code(the"District"),and DPR CONSTRUCTION,a California general partnership (the "Design-Builder"), for the benefit of Wells Fargo Bank, N.A, in its capacity as trustee under the Indenture(defined below) (the "Trustee"). BACKGROUND: A. The Design-Builder has entered into that certain "Design-Build Agreement and General Conditions Between Owner and Design-Builder" by and between the Design-Builder and the District as "Owner", dated as of August 25, 2021 (the "Design-Build Contract"), for the design, development, construction,furnishing and equipping of the hotel and convention center with related public infrastructure and facilities (the "Project") on approximately 7.745 acres of land owned by the City within the corporate limits of the City (the "Project Site"). The Design-Build Contract, together with any and all other agreements entered into now or hereafter between the Design-Builder and the District with respect to the Project are referred to herein collectively as the "Assigned Contracts", whether one or more. B. The District shall benefit from secured financing for the Project through the issuance of one or more series of hotel revenue bonds (collectively, the "Bonds") issued by District pursuant to an Indenture of Trust dated as of September 1, 2021 (the "Indenture")between the Issuer and the Trustee, for the benefit of the holders of the Bonds, a true and correct copy of which has been provided to the Design- Builder. C. The District has entered into a Collateral Assignment of Contracts for the benefit of the Trustee as of the date hereof, whereby the District has assigned all of its interest in and to its contracts, permits and approvals relating to the Project, including,without limitation, the Assigned Contracts. ACCORDINGLY, in consideration of the foregoing recitals and the covenants, agreements, representations and warranties set forth in this Agreement, the parties consent and agree as follows: Section 1 Design-Builder's Representations. Design-Builder warrants and represents to the Trustee that as at the date of this Agreement,to the best of the Design-Builder's knowledge: (a) The entire agreement between the Design-Builder and the District for the design, construction, furnishing and equipping of the Project(the"Work")is evidenced by the Assigned Contracts,each of which are listed on Exhibit A attached hereto, and the Assigned Contracts have not been amended,modified or revised except as has been disclosed to the Trustee in writing. (b) The Assigned Contracts have been executed by the Design-Builder's duly authorized officers and constitute the valid and binding agreements of the Design-Builder, are in full force and effect and enforceable in accordance with their terms, subject to principles of equity and laws from time to time in effect affecting the rights of creditors generally, and the Design-Builder has full authority under all applicable laws and regulations of any applicable governmental authority to perform all of its obligations under the Assigned Contracts. (c) Neither the Design-Builder nor,to the Design-Builder's knowledge,the District, is in default in the performance of the terms and provisions of the Assigned Contracts,nor is there now any condition which, with the giving of notice or lapse of time, or both, will become a default by the Design- Builder or, to the Design-Builder's knowledge, the District; all payments and fees due and payable 1 by the District to the Design-Builder under the Assigned Contracts have been paid to the date hereof; and the Design-Builder,to the best of its knowledge,is not aware of any claims against the District for indemnification or otherwise as of the date hereof. (d) No notice of termination and/or cancellation has been given by the Design-Builder or the District to the other party under the Assigned Contracts; to the best of the Design-Builder's knowledge,no event or condition has occurred or exists under the Assigned Contracts which,with the passage of time, or the giving of notice, or both, would entitle either party thereto to give a notice of termination or cancellation under the Assigned Contracts. Section 2 Consent to Collateral Assignment to the Trustee. (a) The Design-Builder hereby acknowledges the collateral assignment of the Assigned Contracts by the District to the Trustee, and the Design-Builder irrevocably consents to such collateral assignments of all of the District's respective rights and obligations under the Assigned Contracts, including the Trustee's right to enforce performance and exercise remedies against the Design- Builder. (b) Upon the occurrence and continuance of an "Event of Default" by the District under the Indenture (an "Indenture Default"), the Trustee may deliver written notice (the "Indenture Default Notice") to the Design-Builder of such Indenture Default and of the Trustee's intent to enforce any of the Assigned Contracts. Upon the delivery of an Indenture Default Notice,the Trustee shall have the right and option to exercise any right of the District,give any consent or notice,cure any default,take any act or refrain from taking any act, to enforce and otherwise act in the full place and stead of the District pursuant to the Assigned Contracts. (c) The Design-Builder agrees to permit the Trustee to enforce the Assigned Contracts and enjoy the benefits thereof(to the extent permitted under the Assigned Contract) at any time upon receipt by the Design-Builder of the Indenture Default Notice, at which time it shall treat the Trustee as the party entitled to receive the benefits of,and enforce the Assigned Contract. The Trustee shall have no obligation to cure any defaults of the District except expressly agreed upon by the Trustee in writing. Notwithstanding anything to the contrary contained in this Agreement, receipt of an Indenture Default Notice shall be the only condition to the Design-Builder's performing directly for the Trustee,and the Design-Builder shall not be required to investigate or verify the nature or extent of any Indenture Default. (d) The Design-Builder and the District each agree to furnish, promptly upon receipt thereof, to the Trustee copies of all notices of default which the Design-Builder or District gives or receives under the Assigned Contracts. Section 3 Termination. Notwithstanding anything to the contrary contained in the Assigned Contracts, the Design-Builder shall not terminate any Assigned Contract due to a default of the District(a "Contract Default")unless all of the following have occurred: (a) The Design-Builder notifies the District and the Trustee of the Contract Default and its intent to terminate such Assigned Contract pursuant to the applicable provisions of such Assigned Contract due to a Contract Default if such Contract Default remains uncured (a "Notice of Intent to Terminate"); (b) The District fails to cure the Contract Default within the time period permitted under such Assigned Contract(if any); 2 (c) The Design-Builder gives written notice to the District and the Trustee that the District has failed to cure the Contract Default within the time period permitted under such Assigned Contract (the "Notice of Termination"); and (d) The Trustee fails to cure such Contract Default within an additional 30 days following receipt by the District and the Trustee of the Notice of Termination(if such 30-day period is not enough to so cure such Contract Default, the Trustee shall have such additional period of time as is necessary to cure such Contract Default, provided that such default is not a monetary default and provided further that the Trustee has commenced to cure such Contract Default within said 30-day period and is using commercially reasonable efforts to prosecute the completion of such cure). Notwithstanding anything to the contrary contained in this Agreement or the Assigned Contracts, neither any election by the Trustee to attempt to cure a Contract Default or to pay or cause to be paid any amounts due to the Design-Builder under the Assigned Contracts,nor any other action of the Trustee(other than the express written assumption of any such obligations) shall constitute or be deemed to constitute an assumption of the Trustee of any other obligations or liabilities of the District at law or in equity. Section 4 Bankruptcy. Notwithstanding anything set forth in Section 3 above,the Design-Builder covenants and agrees that it will not terminate the Assigned Contracts if the District becomes insolvent or files or initiates proceedings or has proceedings filed or initiated against it relating to its liquidation, insolvency, reorganization or other relief under any bankruptcy, insolvency or other similar law so long as the Design-Builder is being paid all amounts required to be paid to it under the terms of the Assigned Contracts. Section 5 Payment of Amounts to District. Each of the Design-Builder and the District agrees and acknowledges that at the direction of the Trustee,payment of any liquidated damages or other amounts due and owing under the Assigned Contracts by the Design-Builder to the District will be made to an account of the Trustee. Section 6 Subordination to Trustee; Limitation on Trustee's Liability. (a) Subordination. The Design-Builder expressly acknowledges and agrees that any and all rights of the Design-Builder (including, without limitation, any and all liens, rights and interests, whether choate or inchoate and including, without limitation, all statutory mechanics' and materialmen's liens under applicable law, and including but not limited to all liens on removables and liens on personal property that have been furnished to the Project)owned,claimed or held, or to be owned, claimed or held by the Design-Builder against, in and to the Project, the Project Site, the improvements now or hereafter constructed thereon,and the inventory and personal property of the District or the Trustee, are and shall be subordinate and inferior to the Trustee's rights under the Indenture or any other security instrument securing the District's obligations under the Bonds for the benefit of the Trustee, including without limitation, any leasehold deed of trust and/or assignment of leases and rents covering any portion of the Project. (b) Reliance by the Trustee. The Design-Builder has executed this Agreement with the understanding that the Trustee will rely upon the representations and agreements herein in entering into the Indenture, and the Design-Builder has been advised that but for this Agreement and the representations, warranties and agreements herein contained, the Trustee would not enter into the Indenture. (c) Certificates of the Trustee. When the Design-Builder receives an Indenture Default Notice, the District hereby authorizes and instructs the Design-Builder to exclusively rely on the Indenture Default Notice for the establishment of an Indenture Default. The District hereby waives and re 3 leases any and all claims and causes of action that the District might otherwise have against the Design-Builder for acting (or refusing to act) in reliance upon any such Indenture Default Notice. If, after the receipt of such Indenture Default Notice, the Design-Builder shall receive conflicting instructions, the District hereby authorizes and instructs the Design-Builder to exclusively rely on the Indenture Default Notice or other instructions furnished by the Trustee,and hereby waives and releases any and all claims and causes of action that the District might otherwise have against the Design-Builder for acting (or refusing to act) in reliance upon any such Indenture Default Notice or instructions of the Trustee. (d) Liability of the Trustee. Notwithstanding anything to the contrary contained in this Agreement or the Assigned Contracts(unless otherwise expressly agreed in writing), in no event shall the Trustee be: (i) liable for or obligated to cure or continue to cure any act,omission or default of the Design- Builder under the Assigned Contracts; (ii) subject to any offsets or defenses which the Design-Builder might have against the District; (iii) liable for any fees,payments,commissions,expenses or indemnification due to the Design- Builder under the Assigned Contracts; (iv) liable to the Design-Builder for any other obligations or liabilities of the District under the Assigned Contracts, if any, howsoever arising (including, without limitation, arising from gross negligence); or (v) bound by any amendment or supplement to the Assigned Contracts made without the prior written consent of the Trustee. Section 7 General Provisions. (a) Assignment by the Trustee. No consent by the Design-Builder shall be required for any partial or full assignment or reassignment of the interests or rights of the Trustee under this Agreement to any successor to the Trustee's rights under this Agreement; provided always that the Trustee shall notify the Design-Builder in writing with details of the recipient of the assignment or reassignment as soon as possible following such assignment or reassignment, including the address for notices; provided further, however,that the Trustee shall not incur any liability for the failure to send such notice. (b) Conflicts with Other Documents. The consents to assignment granted herein are expressly intended by the parties hereto to supersede any provisions which would require obtaining consents of such parties prior to such assignment contained in the Assigned Contracts. In the event of a conflict between this Agreement and the Assigned Contracts, the terms and provisions of this Agreement shall control. (c) Acceptance. In exercising the rights and interests granted to the Trustee pursuant hereto, the Trustee shall be entitled to subrogate itself to the District and shall have all rights and interests of each such party in such capacity, as applicable. No implied covenants shall be read into this Agreement against the Trustee. (d) Survival. The benefits and rights of the Trustee hereunder shall run to all legal successors and assigns of the Trustee or to its rights of possession of the Project Site. 4 (e) Notices. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed given: (a) when mailed by certified mail, postage prepaid, return receipt requested or (b) when delivered by personal delivery; addressed as set forth below; provided, however,that any person named in this Section may,by notice given to each of the others,designate any additional or different addresses to which subsequent notices or other communications shall be sent. Email transmission of notices shall be convenience purposes only. To the District: Baytown Municipal Management District c/o The City of Baytown Texas 2401 Market Street Baytown,Texas 77520 Attn: General Manager With a copy to: Winstead PC 401 Congress Ave. Ste. 2100 Austin,Texas 78701 Attn: David L. Dawson ddawson@wintead.com To the Design-Builder: DPR Construction 3200 Southwest Freeway Suite 1550 Houston,TX 77027 Attn:Nicholas Hull nicholashu@dpr.com dpr.com To the Trustee: Wells Fargo Bank,N.A. 1445 Ross Avenue, Floor 43 Dallas,TX 75202 Attn: Corporate Trust Services Phone: 469-729-7617 Email: Sandra.adrian@wellsfargo.com And Wells Fargo Bank,National Association CTSO Mail Operations Attn: Corporate Trust Services MAC:N9300-070 600 South 41h Street, Th Floor Minneapolis,MN 55415 (f) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to choice of law principles thereof. The parties agree that the proper venue for any action regarding this Agreement shall be in Harris County,Texas. (g) Severability. If any agreement,condition,covenant or term hereof or any application hereof should be held by a court of competent jurisdiction to be invalid,void or unenforceable,in whole or in part, all agreements, conditions, covenants and terms hereof and all applications thereof not held invalid, 5 void or unenforceable shall continue in full force and effect and shall in no way be affected,impaired or invalidated thereby. (h) Counterparts; DigitalSignatures. This Agreement may be signed in any number of counterparts, each of which so signed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The parties hereto agree that digital signatures are intended to authenticate this writing and to have the same force and effect as the use of a manual signature. Delivery of a digitally or manually signed counterpart of this Agreement by electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement. (Signature Page Follows) 6 The following signatures have been delivered by authorized representatives of the parties as evidence of their acceptance of this Consent and Subordination Agreement. DISTRICT: BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT BY: Richard L. Davis, General Manager DESIGN-BUILDER: DPR CONSTRUCTION,a California general partnership BY: NAME: TITLE: SIGNATURE PAGE—DESIGN-BUILDER CONSENT AND SUBORDINATION AGREEMENT Exhibit A List of Assigned Contracts 1. "Design-Build Agreement and General Conditions Between Owner and Design/Builder"between the District as "Owner" and Design-Builder, dated as of August 25,2021. Exhibit T" CONSENT AND SUBORDINATION AGREEMENT This CONSENT AND SUBORDINATION AGREEMENT (this "Agreement") is made as of August 25, 2021 (the "Effective Date"), by and between the BAYTOWN MUNICIPAL DEVELOPnIENT DISTRICT, a political subdivision of both the State of Texas and the City of Baytown,Texas("City"),pursuant to Chapter 377 of the Texas Local Government Code(the"District"),and GARFIELD PUBLIC/PRIVATE LLC,a Texas limited liability company (the "Development Manager"), for the benefit of Wells Fargo Bank, N.A, in its capacity as trustee under the Indenture(defined below) (the "Trustee"). BACKGROUND: A. The Development Manager has entered into that certain"Amended and Restated Hotel and Convention Center Development Management Agreement", dated as of August 25, 2021 (the "Development Management Agreement"), for the provision of professional development management services related to the design, development, construction, furnishing and equipping of the hotel and convention center with related public infrastructure and facilities (the "Project") on approximately 7.745 acres of land owned by the City within the corporate limits of the City (the "Project Site"). The Development Management Agreement, together with any and all other agreements entered into now or hereafter between the Development Manager and the District with respect to the Project are referred to herein collectively as the "Assigned Contracts", whether one or more. B. The District shall benefit from secured financing for the Project through the issuance of one or more series of hotel revenue bonds (collectively, the "Bonds") issued by the Baytown Municipal Development District(the "District") pursuant to an Indenture of Trust dated as of September 1,2021 (the "Indenture") between the Issuer and the Trustee, for the benefit of the holders of the Bonds, a true and correct copy of which has been provided to the Development Manager. C. The District has entered into a Collateral Assignment of Contracts for the benefit of the Trustee as of the date hereof, whereby the District has assigned all of its interest in and to its contracts, permits and approvals relating to the Project, including,without limitation, the Assigned Contracts. ACCORDINGLY, in consideration of the foregoing recitals and the covenants, agreements, representations and warranties set forth in this Agreement, the parties consent and agree as follows: Section I Development Manager's Representations. Development Manager warrants and represents to the Trustee that as at the date of this Agreement, to the best of the Development Manager's knowledge: (a) The entire agreement between the Development Manager and the District for professional development management services related to the design,construction, furnishing and equipping of the Project(the"Work")is evidenced by the Assigned Contracts,each of which are listed on Exhibit A attached hereto,and the Assigned Contracts have not been amended, modified or revised except as has been disclosed to the Trustee in writing. (b) The Assigned Contracts have been executed by the Development Manager's duly authorized officers and constitute the valid and binding agreements of the Development Manager, are in full force and effect and enforceable in accordance with their terms, subject to principles of equity and laws from time to time in effect affecting the rights of creditors generally, and the Development Manager has full authority under all applicable laws and regulations of any applicable governmental authority to perform all of its obligations under the Assigned Contracts. 1 (c) Neither the Development Manager nor, to the Development Manager's knowledge, the District, is in default in the performance of the terms and provisions of the Assigned Contracts, nor is there now any condition which,with the giving of notice or lapse of time, or both,will become a default by the Development Manager or, to the Development Manager's knowledge, the District; all payments and fees due and payable by the District to the Development Manager under the Assigned Contracts have been paid to the date hereof; and the Development Manager, to the best of its knowledge, is not aware of any claims against the District for indemnification or otherwise as of the date hereof. (d) No notice of termination and/or cancellation has been given by the Development Manager or the District to the other party under the Assigned Contracts; to the best of the Development Manager's knowledge, no event or condition has occurred or exists under the Assigned Contracts which,with the passage of time, or the giving of notice, or both, would entitle either party thereto to give a notice of termination or cancellation under the Assigned Contracts. Section 2 Consent to Collateral Assignment to the Trustee. (a) The Development Manager hereby acknowledges the collateral assignment of the Assigned Contracts by the District to the Trustee, and the Development Manager irrevocably consents to such collateral assignments of all of the District's respective rights and obligations under the Assigned Contracts, including the Trustee's right to enforce performance and exercise remedies against the Development Manager. (b) Upon the occurrence and continuance of an "Event of Default" by the District under the Indenture (an "Indenture Default"), the Trustee may deliver written notice (the "Indenture Default Notice") to the Development Manager of such Indenture Default and of the Trustee's intent to enforce any of the Assigned Contracts. Upon the delivery of an Indenture Default Notice,the Trustee shall have the right and option to exercise any right of the District, give any consent or notice, cure any default, take any act or refrain from taking any act, to enforce and otherwise act in the full place and stead of the District pursuant to the Assigned Contracts. (c) The Development Manager agrees to permit the Trustee to enforce the Assigned Contracts and enjoy the benefits thereof(to the extent permitted under the Assigned Contract) at any time upon receipt by the Development Manager of the Indenture Default Notice, at which time it shall treat the Trustee as the party entitled to receive the benefits of, and enforce the Assigned Contract. The Trustee shall have no obligation to cure any defaults of the District except expressly agreed upon by the Trustee in writing. Notwithstanding anything to the contrary contained in this Agreement, receipt of a Indenture Default Notice shall be the only condition to the Development Manager's performing directly for the Trustee, and the Development Manager shall not be required to investigate or verify the nature or extent of any Indenture Default. (d) The Development Manager and the District each agree to furnish, promptly upon receipt thereof, to the Trustee copies of all notices of default which the Development Manager or District gives or receives under the Assigned Contracts. Section 3 Termination. Notwithstanding anything to the contrary contained in the Assigned Contracts, the Development Manager shall not terminate any Assigned Contract due to a default of the District(a"Contract Default")unless all of the following have occurred: (a) The Development Manager notifies the District and the Trustee of the Contract Default and its intent to terminate such Assigned Contract pursuant to the applicable provisions of such Assigned 2 Contract due to a Contract Default if such Contract Default remains uncured(a"Notice of Intent to Terminate"); (b) The District fails to cure the Contract Default within the time period permitted under such Assigned Contract(if any); (c) The Development Manager gives written notice to the District and the Trustee that the District has failed to cure the Contract Default within the time period permitted under such Assigned Contract (the "Notice of Termination");and (d) The Trustee fails to cure such Contract Default within an additional 30 days following receipt by the District and the Trustee of the Notice of Tenmination(if such 30-day period is not enough to so cure such Contract Default,the Trustee shall have such additional period of time as is necessary to cure such Contract Default, provided that such default is not a monetary default and provided further that the Trustee has commenced to cure such Contract Default within said 30-day period and is using commercially reasonable efforts to prosecute the completion of such cure). Notwithstanding anything to the contrary contained in this Agreement or the Assigned Contracts, neither any election by the Trustee to attempt to cure a Contract Default or to pay or cause to be paid any amounts due to the Development Manager under the Assigned Contracts, nor any other action of the Trustee(other than the express written assumption of any such obligations) shall constitute or be deemed to constitute an assumption of the Trustee of any other obligations or liabilities of the District at law or in equity. Section 4 Bankruptcy. Notwithstanding anything set forth in Section 3 above,the Development Manager covenants and agrees that it will not terminate the Assigned Contracts if the District becomes insolvent or files or initiates proceedings or has proceedings filed or initiated against it relating to its liquidation,insolvency,reorganization or other relief under any bankruptcy,insolvency or other similar law so long as the Development Manager is being paid all amounts required to be paid to it under the terms of the Assigned Contracts. Section 5 Payment of Amounts to District. Each of the Development Manager and the District agrees and acknowledges that at the direction of the Trustee, payment of any liquidated damages or other amounts due and owing under the Assigned Contracts by the Development Manager to the District will be made to an account of the Trustee. Section b Subordination to Trustee; Limitation on Trustee's Liability. (a) Subordination. The Development Manager expressly acknowledges and agrees that any and all rights of the Development Manager (including, without limitation, any and all liens, rights and interests,whether choate or inchoate and including,without limitation,all statutory mechanics'and materialmen's liens under applicable law, and including but not limited to all liens on removables and liens on personal property that have been furnished to the Project) owned, claimed or held, or to be owned,claimed or held by the Development Manager against,in and to the Project,the Project Site, the improvements now or hereafter constructed thereon, and the inventory and personal property of the District or the Trustee, arc and shall be subordinate and inferior to the Trustee's rights under the Indenture or any other security instrument securing the District's obligations under the Bonds for the benefit of the Trustee, including without limitation, any leasehold deed of trust and/or assignment of leases and rents covering any portion of the Project. (b) Reliance by the Trustee. The Development Manager has executed this Agreement with the understanding that the Trustee will rely upon the representations and agreements herein in entering into the Indenture,and the Development Manager has been advised that but for this Agreement and 3 the representations, warranties and agreements herein contained, the Trustee would not enter into the Indenture. (c) Certificates of the Trustee. When the Development Manager receives an Indenture Default Notice, the District hereby authorizes and instructs the Development Manager to exclusively rely on the Indenture Default Notice for the establishment of an Indenture Default. The District hereby waives and releases any and all claims and causes of action that the District might otherwise have against the Development Manager for acting (or refusing to act) in reliance upon any such Indenture Default Notice. If, after the receipt of such Indenture Default Notice, the Development Manager shall receive conflicting instructions, the District hereby authorizes and instructs the Development Manager to exclusively rely on the Indenture Default Notice or other instructions furnished by the Trustee, and hereby waives and releases any and all claims and causes of action that the District might otherwise have against the Development Manager for acting (or refusing to act) in reliance upon any such Indenture Default Notice or instructions of the Trustee. (d) Liability of the Trustee. Notwithstanding anything to the contrary contained in this Agreement or the Assigned Contracts(unless otherwise expressly agreed in writing),in no event shall the Trustee be: (i) liable for or obligated to cure or continue to cure any act, omission or default of the Development Manager under the Assigned Contracts; (ii) subject to any offsets or defenses which the Development Manager might have against the District; (iii) liable for any fees, payments, commissions, expenses or indemnification due to the Development Manager under the Assigned Contracts; (iv) liable to the Development Manager for any other obligations or liabilities of the District under the Assigned Contracts, if any, howsoever arising (including, without limitation, arising from gross negligence); or (v) bound by any amendment or supplement to the Assigned Contracts made without the prior written consent of the Trustee. Section 7 General Provisions. (a) Assignment by the Trustee. No consent by the Development Manager shall be required for any partial or full assignment or reassignment of the interests or rights of the Trustee under this Agreement to any successor to the Trustee's rights under this Agreement;provided always that the Trustee shall notify the Development Manager in writing with details of the recipient of the assignment or reassignment as soon as possible following such assignment or reassignment, including the address for notices; provided further, however, that the Trustee shall not incur any liability for the failure to send such notice. (b) Conflicts with Other Documents. The consents to assignment granted herein are expressly intended by the parties hereto to supersede any provisions which would require obtaining consents of such parties prior to such assignment contained in the Assigned Contracts. In the event of a conflict between this Agreement and the Assigned Contracts, the terms and provisions of this Agreement shall control. 4 (c) Acceptance. In exercising the rights and interests granted to the Trustee pursuant hereto, the Trustee shall be entitled to subrogate itself to the District and shall have all rights and interests of each such party in such capacity, as applicable. No implied covenants shall be read into this Agreement against the Trustee. (d) Survival. The benefits and rights of the Trustee hereunder shall run to all legal successors and assigns of the Trustee or to its rights of possession of the Project Site. (e) Notices. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed given: (a) when mailed by certified mail, postage prepaid, return receipt requested or (b) when delivered by personal delivery; addressed as set forth below; provided, however,that any person named in this Section may,by notice given to each of the others,designate any additional or different addresses to which subsequent notices or other communications shall be sent. Email transmission of notices shall be convenience purposes only. To the District: Baytown Municipal Development District c/o The City of Baytown Texas 2401 Market Street Baytown,Texas 77520 Attn: General Manager With a copy to: Winstead PC 401 Congress Ave. Ste. 2100 Austin,Texas 78701 Attn: David L. Dawson ddawson@wintead.com To the Development Manager: Garfield Public/Private LLC 14911 Quorum Drive, Suite 380 Dallas,TX 75254 Attn: Ray Garfield, Glenn Garfield ray.g@garfieldpublieprivate.com, glenn.g@garfieldpublicprivate.com To the Trustee: Wells Fargo Bank,N.A. 1445 Ross Avenue,Floor 43 Dallas,TX 75202 Attn: Corporate Trust Services Phone:469-729-7617 Email: Sandra.adrian@wellsfargo.com And Wells Fargo Bank,National Association CTSO Mail Operations Attn: Corporate Trust Services MAC:N9300-070 600 South 411, Street, 711,Floor Minneapolis, MN 55415 5 (f) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to choice of law principles thereof. The parties agree that the proper venue for any action regarding this Agreement shall be in Harris County, Texas. (g) Severability. If any agreement,condition,covenant or term hereof or any application hereof should be held by a court of competent jurisdiction to be invalid,void or unenforceable,in whole or in part, all agreements, conditions, covenants and terms hereof and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected,impaired or invalidated thereby. (h) Counterparts; Digital Signatures. This Agreement may be signed in any number of counterparts, each of which so signed shall be deemed to be an original,but all such counterparts shall together constitute one and the same instrument. The parties hereto agree that digital signatures are intended to authenticate this writing and to have the same force and effect as the use of a manual signature. Delivery of a digitally or manually signed counterpart of this Agreement by electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement. (Signature Page Follows) 6 The following signatures have been delivered by authorized representatives of the parties as evidence of their acceptance of this Consent and Subordination Agreement. DISTRICT: BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT BY: Richard L. Davis, General Manager DEVELOPMENT MANAGER: GARFIELD PUBLIC/PRIVATE LLC,a Texas limited liability company BY: NAME: TITLE: SIGNATURE PAGE—DEVELOPMENT MANAGER CONSENT AND SUBORDINATION AGREEMENT Exhibit A List of Assigned Contracts 1. The Amended and Restated Hotel and Convention Center Development Management Agreement effective as of August 25, 2021, by and between the District and the Development Manager. Exhibit "G" CONSENT AND SUBORDINATION AGREEMENT This Consent and Subordination Agreement (this "Agreement") is made as of August 25, 2021 (the"Effective Date"),by and among the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a political subdivision of both the State of Texas and the City of Baytown, Texas ("City"), pursuant to Chapter 377 of the Texas Local Government Code (the "District"), DPR CONSTRUCTION, a California General Partnership (the "Design-Builder"), and BOKA POWELL, LLC, a Texas limited liability company (the "Architect"), for the benefit of WELLS FARGO BANK,N.A., in its capacity as trustee under the Indenture (defined below) (the "Trustee"). BACKGROUND: A. The Design-Builder has entered into that certain "Design-Build Agreement and General Conditions Between Owner and Design-Builder" among the District as "Owner" and the Design-Builder, dated as of August 25, 2021 (the "Design-Build Contract") for the design, permitting, development and construction of the Project (defined below), pursuant to which, the Design-Builder and the Architect have entered into that certain Architect dated of r ], 2021 (the "Contract") for the structural, mechanical, and electrical engineering, and other design services for the Project (the "Work") required to be delivered to the District under the Design- Build Contract. B. The District shall benefit from the secured financing for the Project through its issuance of one or more series of hotel revenue bonds (collectively, the "Bonds") pursuant to an Indenture of Trust dated as of September 1, 2021 (the "Indenture") between the District and the Trustee, for the benefit of the holders of the Bonds, a true and correct copy of which has been provided to the Architect. C. The proceeds of the Bonds will be used by the District to (a) finance the costs of acquiring, designing, constructing, equipping and operating a full-service, upper-upscale hotel to serve as the hotel for the City of Baytown, Texas (the "City") convention center for the benefit of the City and the convention center, and funding certain reserves and other required amounts in connection therewith (collectively, the "Project") to be located in the City, as more particularly described in the Indenture; (b) fund capitalized interest on the Bonds; and (c) pay the costs of issuance of the Bonds. D. The District has entered into a Collateral Assignment of Contracts for the benefit of the Trustee as of the date hereof, whereby the District has assigned all of its interest in and to its contracts, permits and approvals relating to the Project, including, without limitation, the Design-Build Contract and the Contract. ACCORDINGLY, in consideration of the foregoing recitals and the covenants, agreements, representations and warranties set forth in this Agreement, the parties consent and agree as follows: 1. Architect's Representations. Architect warrants and represents to the Trustee that as at the date of this Agreement, to the best of the Architect's knowledge: a. The Contract is in full force and effect in accordance with its terms. ACTIVE 48711453v2 b. The entire agreement between the Architect and the Design-Builder for the Work is evidenced by the Contract, a true and complete copy of which has been delivered to the Trustee, and the Contract has not been amended, modified or revised except as has been disclosed to the Trustee in writing. C. The Contract has been executed by the Architect's duly authorized officers and constitutes the valid and binding agreement of the Architect, enforceable in accordance with its terms, subject to principles of equity and laws from time to time in effect affecting the rights of creditors generally, and the Architect has full authority under all applicable laws and regulations of any applicable governmental authority to perform all of its obligations under the Contract. d. Neither the Architect nor, to the Architect's knowledge, Design-Builder, is in default in the performance of the terms and provisions of the Contract, nor is there now any condition which, with the giving of notice or lapse of time, or both, will become a default by the Architect or, to the Architect's knowledge, the Design- Builder; all payments and fees due and payable by the Design-Builder to the Architect under the Contract have been paid to the date hereof; and the Architect, to the best of its knowledge, is not aware of any claims against the Design-Builder for indemnification or otherwise as of the date hereof. e. No notice of termination and/or cancellation has been given by the Design-Builder or the Architect to the other party under the Contract; to the best of the Architect's knowledge, no event or condition has occurred or exists under the Contract which, with the passage of time, or the giving of notice, or both, would entitle either party thereto to give a notice of termination or cancellation under the Contract. 2. Consent to Collateral Assignment to the Trustee a. The Architect hereby acknowledges the collateral assignment of the Contract by the District to the Trustee(as one of the"Contract Documents"under the Design- Build Contract), and the Architect irrevocably consents to such collateral assignments of all of the District's respective rights under the Contract, including the Trustee's right to enforce performance and exercise remedies against the Architect. b. Upon the occurrence and continuance of an "Event of Default" by the District under the Design-Build Contract, or if the Design-Build Contract is terminated prior to the completion of the Project (a "Design-Build Contract Default"), the Trustee may deliver written notice (the"Design-Build Contract Default Notice") to the Architect of such Design-Build Contract Default and of the Trustee's intent to enforce the Contract. Upon the delivery of a Design- Build Contract Default Notice, the Trustee shall have the right and option to exercise any right of the District, give any consent or notice, cure any default, take any act or refrain from taking any act,to enforce and otherwise act in the full place and stead of the District pursuant to the Design-Build Contract. 2 C. The Architect agrees to permit the Trustee to enforce the Contract and enjoy the benefits thereof(to the extent permitted under the Design-Build Contract) at any time upon receipt by the Architect of the Design-Build Contract Default Notice, at which time it shall treat the Trustee as the party entitled to receive the benefits of, and enforce the Contract. The Trustee shall have no obligation to cure any defaults of the District except as set forth in this Agreement or otherwise agreed upon by the Trustee in writing. Notwithstanding anything to the contrary contained in this Agreement, receipt of a Design-Build Contract Default Notice shall be the only condition to the Architect's performing directly for the Trustee, and the Architect shall not be required to investigate or verify the nature or extent of any Design- Build Contract Default. d. The Architect shall not tenninate the Contract as a result of the Trustee exercising any of its rights hereunder or under the Contract or the Design-Build Contract, unless such termination is permitted under the Contract and this Agreement and is performed in accordance with the terms thereof and hereof, including, without limitation, Section 3 below. e. The Architect agrees to provide to the Trustee, simultaneously when such notices are sent to the other parties, a copy of any notice of default under the Contract ("Contract Default"). f. The Architect and the Design-Builder each agree to furnish, promptly upon receipt thereof, to the Trustee copies of all notices of default which the Architect gives or receives under the Contract. 3. Termination. a. Notwithstanding anything to the contrary contained in the Contract, the Architect may not terminate the Contract due to a Contract Default unless all of the following have occurred: i. The Architect notifies the District and the Trustee of its intent to terminate the Contract pursuant to the applicable provisions of the Contract due to a Contract Default (a"Notice of Intent to Terminate"); ii. The Design-Builder fails to cure the Contract Default within the time period permitted under the Contract (if any); iii. The Architect gives written notice to the District and the Trustee that the Design-Builder has failed to cure the Contract Default within the time period permitted under the Contract (the "Notice of Termination"); and iv. The Trustee or the District, as the case may be, fails to cure such Contract Default within an additional 30 days following receipt by the District and the Trustee of the Notice of Termination (if such 30-day period is not enough to so cure such Contract Default, the Trustee or the District, as the case may be, shall have such additional period of time as is necessary to 3 cure such Contract Default, provided that such default is not a monetary default and provided further that the Trustee has commenced to cure such Contract Default within said 30-day period and is using commercially reasonable efforts to prosecute the completion of such cure). b. Notwithstanding anything to the contrary contained in this Agreement or the Contract, neither the sending of a Design-Build Contract Default Notice, nor any election by the Trustee to attempt to cure a Contract Default or to pay or cause to be paid any amounts due to the Architect under the Contract, nor any other action of the Trustee (other than the express written assumption of any such obligations) shall constitute or be deemed to constitute an assumption of the Trustee of any other obligations or liabilities of the Design-Builder in law or in equity. 4. Bankruptcy. The Architect covenants and agrees that it will not terminate the Contract if the Design-Builder becomes insolvent or files or initiates proceedings or has proceedings filed or initiated against it relating to its liquidation, insolvency, reorganization or other relief under any bankruptcy, insolvency or other similar law so long as the Architect is being paid all amounts required to be paid to it under the terms of the Contract. 5. Payment of Amounts to District. Each of the Architect and the Design-Builder agrees and acknowledges that at the direction of the Trustee, payment of any liquidated damages or other amounts due and owing under the Contract will be made to an account of the Trustee. 6. Subordination. The Architect expressly acknowledges and agrees that any and all rights of the Architect (including, without limitation, any and all liens, rights and interests, whether choate or inchoate and including, without limitation, all statutory mechanics' and materialmen's liens under applicable law, and including but not limited to all liens on removables and liens on personal property that have been furnished to the Project) owned, claimed or held, or to be owned, claimed or held by the Architect against, in and to the Project, the improvements now or hereafter constructed thereon, and the inventory and personal property of the District or the Trustee, are and shall be subordinate and inferior to the Trustee's rights under the Indenture or any other security instrument securing the District's obligations under the Bonds for the benefit of the Trustee, including without limitation, any leasehold deed of trust and/or assignment of leases and rents covering any portion of the Project. 7. Reliance by the Trustee. The Architect has executed this Agreement with the understanding that the Trustee will rely upon the representations and agreements herein in entering into the Indenture, and the Architect has been advised that but for this Agreement and the representations,warranties and agreements herein contained,the Trustee would not enter into the Indenture. 8. Certificates of the Trustee. When the Architect receives a Design-Build Contract Default Notice,the Design-Builder hereby authorizes and instructs the Architect to exclusively rely on the Design-Build Contract Default Notice for the establishment of Design-Build Contract Default. The Design-Builder hereby waives and releases any and all claims and causes of action that the Design-Builder might otherwise have against the Architect for 4 acting (or refusing to act) in reliance upon any such Design-Build Contract Default Notice. If, after the receipt of such Design-Build Contract Default Notice, the Architect shall receive conflicting instructions, the Design-Builder hereby authorizes and instructs the Architect to exclusively rely on the Design-Build Contract Default Notice or instructions furnished by the Trustee, and hereby waives and releases any and all claims and causes of action that the Design-Builder might otherwise have against the Architect for acting (or refusing to act) in reliance upon any such Design-Build Contract Default Notice or instructions of the Trustee. 9. Liability of the Trustee. Notwithstanding anything to the contrary contained in this Agreement or the Contract(unless otherwise expressly agreed in writing), in no event shall the Trustee be: a. liable for or obligated to cure or continue to cure any act, omission or default of the Design-Builder under the Contract; b. subject to any offsets or defenses which the Architect might have against the Design- Builder; C. liable for any fees,payments, commissions, expenses or indemnification due to the Architect under the Contract; d. bound by any amendment or supplement of the Contract made without the prior written consent of the Trustee; or e. liable to the Architect for any other obligations or liabilities of the Design-Builder under the Contract, if any, howsoever arising(including,without limitation,arising from gross negligence). 10. Assignment by the Trustee. No consent by the Architect or the Design-Builder shall be required for any partial or full assignment or reassignment of the interests or rights of the Trustee under this Agreement to any successor to the Trustee's rights under this Agreement; provided always that the Trustee shall notify the Architect in writing with details of the recipient of the assignment or reassignment as soon as possible following such assignment or reassignment; provided further, however, that the Trustee shall not incur any liability for the failure to send such notice. 11. Conflicts with Other Documents. The consents to assignment granted herein are expressly intended by the parties hereto to supersede any provisions which would require obtaining consents of such parties prior to such assignment contained in the Contract. In the event of a conflict between this Agreement and the Contract, the terms and provisions of this Agreement shall control. 12. Acceptance. In exercising the rights and interests granted to the Trustee pursuant hereto, the Trustee shall be entitled to subrogate itself to the Design-Builder and shall have all rights and interests of each such party in such capacity, as applicable. No implied covenants shall be read into this Agreement against the Trustee. 5 13. Survival. The benefits and rights of the Trustee hereunder shall run to all legal successors and assigns of the Trustee or to its rights of possession of the Project. 14. Notice. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed given: (a)when mailed by certified mail,postage prepaid,return receipt requested or(b) when delivered by personal delivery; addressed as set forth below; provided, however, that any person named in this Section may, by notice given to each of the others, designate any additional or different addresses to which subsequent notices or other communications shall be sent. Email transmission of notices shall be convenience purposes only. To the Architect: Boka Powell, LLC Attention: Donald R. Powell 8070 Park Lane, Suite 300 Dallas, Texas 75231 Telephone: 972-701-9000 Facsimile: 972-991-3008 Email: dpowell@bokapowell.com To the Design-Builder: DPR Construction 3100 Edloe Street, Suite 220 Houston, TX 77027 Attn: Nicholas Hull nicholashu@dpr.com To the Development Manager Garfield Public/Private LLC 14911 Quorum Drive, Suite 380 Dallas, TX 75254 Attn: Ray Garfield, Glenn Garfield ray.g@garfieldpublicprivate.com, glenn.g@garfieldpublicprivate.com with a copy to: Garfield Public/Private LLC 14785 Preston Road Suite 480 Dallas, Texas 75254 Attn: Daniel Hennessy, Esq. dan.h@garfieldpublicprivate.com 6 To the Trustee: Wells Fargo Bank, N.A. 1445 Ross Avenue, Floor 43 Dallas, TX 75202 Attn: Corporate Trust Services Phone: 469-729-7617 Email: Sandra.adrian@wellsfargo.com And Wells Fargo Bank, National Association CTSO Mail Operations Attn: Corporate Trust Services MAC: N9300-070 600 South 4th Street, 7th Floor Minneapolis, MN 55415 To the District: Baytown Municipal Development District 2401 Market Street Baytown, Texas 77520 Attn: General Manager With a copy to: Winstead PC 401 Congress Ave. Ste. 2100 Austin, Texas 78701 Attn: David L. Dawson ddawson@wintead.com or such other addresses as shall be designated by the parties in a written notice delivered to the parties hereto. 15. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to choice of law principles thereof. The parties agree that the proper venue for any action regarding this Agreement shall be in Harris County, Texas. 16. Severability. If any agreement, condition, covenant or term hereof or any application hereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, all agreements, conditions, covenants and terms hereof and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, unpaired or invalidated thereby. 17. Counterparts. This Agreement may be signed in any number of counterparts,each of which so signed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The parties hereto agree that digital signatures are intended to authenticate this writing and to have the same force and effect as the use of a manual signature. Delivery of a digitally or manually signed counterpart of this Agreement by electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement. 7 IN WITNESS WHEREOF, the undersigned have executed this Consent and Subordination Agreement as of the day and year first above written. DISTRICT: BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a Texas municipal development district BY: Richard L. Davis, General Manager DESIGN-BUILDER: DPR CONSTRUCTION,a California general partnership BY: NAME: TITLE: ARCHITECT: BoKA POWELL,LLC,a Texas limited liability company BY: NAME: TITLE: Signature Pages to Consent and Subordination Agreement of Architect Exhibit "H" Winstead revised 08.24.21 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT made and entered into as of the 1 st day of September,2021, by and between Wells Fargo Bank, N.A, as trustee (together with any successor in interest with respect to the Bonds (as defined below), or any part thereof) (the "Trustee"), and Hyatt Corporation, a company organized and existing under the laws of Delaware ("Hyatt"). RECITALS WHEREAS, the Baytown Municipal Development District (the "Owner"), a political subdivision of the state of Texas and the City of Baytown, Texas (the "City"), is issuing its First-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 A, Second-Lien Hotel Revenue Bonds (Baytown Convention Center Hotel) Series 2021 B, and Combination Third-Lien Hotel Revenue and Sales Tax Revenue Bonds (Baytown Convention Center Hotel) Series 2021 C (collectively, the "Bonds"); and WHEREAS, The Bonds are being issued pursuant to an Indenture of Trust, dated as of September 1, 2021 (the "Indenture") between the Owner and Trustee, as trustee on behalf of the holders of the Bonds; and WHEREAS, the Bonds are secured by(i) a Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated the date hereof(the "Deed of Trust")covering Owner's leasehold interests in real property and improvements located in the City of Baytown, County of Harris, Texas (the real property and such improvements being herein referred to as the "Building"), (ii) a security agreement covering furniture, furnishings, equipment and other items of personal property now or hereafter installed in and used in connection with the operation of the hotel business to be conducted in the Building (the "Personal Property" and, together with the Building, the "Hotel"), and (iii) other security documents relating to Owner's rights and interests in the Hotel (all of the foregoing security instruments and documents being hereinafter collectively referred to as the"Security Documents"). A legal description of the property to which this Agreement relates included in Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, the Hotel, to be known as Hyatt Regency Baytown, will be managed by Hyatt under a Hotel Services Agreement (the "Management Agreement") dated as of August 25, 2021 and entered into between Hyatt and Owner, a true and complete copy of which has been delivered to Trustee; and WHEREAS, Hyatt desires that Trustee recognize Hyatt's rights under the Management Agreement in the event of the exercise by Trustee of its rights under the Security Documents, and Hyatt is willing to agree to attorn to Trustee if Trustee will recognize Hyatt's rights under said Management Agreement, and Hyatt and Trustee desire 4831-1938-8125v.2 to enter into certain other agreements respecting the operation of the Hotel, all as provided below. NOW, THEREFORE, in consideration of the premises, the mutual promises and covenants of the parties hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that: 1. Definitions. In addition to any of the other terms or provisions herein defined, and except as otherwise hereinafter provided, the following terms shall have the meanings indicated below: "Accounts" shall have the meaning set forth in Section 7. "Bankruptcy Code" shall mean Title 11 of the United States Code and all rules and regulations promulgated thereunder. "Deed of Trust" shall have the meaning assigned to such term in the Recitals. "Insolvency or Liquidation Proceeding" shall mean: (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to Owner; (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to Owner or with respect to a material portion of its assets; (c) any liquidation, dissolution, reorganization or winding up of Owner whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of Owner. "Person" shall mean an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, limited liability company, joint venture, governmental authority or other entity of any kind. "Post Default Transfer" shall mean a transfer of the Hotel, or any part thereof or interest therein, occurring by way of(i) foreclosure of any of the Security Documents, exercise of a power of sale, or other similar proceedings brought to enforce the rights of the holder thereof, (ii) deed or assignment in lieu of foreclosure or any other similar method following the occurrence of a default or event of default under the Security Documents, or (iii) a sale or other disposition effected in an Insolvency or Liquidation - 2 - Proceeding (including, without limitation, by way of a sale under Section 363 of the Bankruptcy Code, pursuant to a plan of reorganization, or by a receiver or assignee for the benefit of creditors or other representative of the Owner's estate) to a Purchaser; provided that this clause (iii) shall exclude any sale or other disposition to a Purchaser unaffiliated with Trustee only if (x) Trustee has complied with its covenant in the last sentence of Section 3(a) hereof, and (y) notwithstanding such compliance, such sale or other disposition is consummated pursuant to an order of the court having jurisdiction over the applicable Insolvency or Liquidation Proceeding. "Purchaser" shall mean Trustee, an affiliate or a nominee of Trustee,Bondholder, or any other Person who acquires any interest in all or any portion of the Hotel or in the Owner or successor-in-interest to Owner as owner of all or any portion of the Hotel (including any reorganized Owner pursuant to a plan of reorganization in a bankruptcy case). In each case, pursuant to a Post Default Transfer, subject in all events to the assignment provisions of the Management Agreement. 2. Subordination. The Management Agreement, and any liens arising thereunder or by virtue thereof, are and at all times shall continue to be subject and subordinate in all respects to the Security Documents and to all renewals, modifications, and extensions thereof, subject, however, to the terms and conditions hereinafter set forth. Hyatt hereby consents to the collateral assignment of, and the grant of security interests in, the Management Agreement by Owner to Trustee pursuant to the Security Documents. 3. Non-Disturbance and Attornment. (a) So long as Hyatt is not in default(beyond any period given to Hyatt to cure such default) in the payment of amounts due or the performance of any of the other terms, covenants and conditions of the Management Agreement on Hyatt's part to be performed,which default gives Owner the right to terminate the Management Agreement, Trustee agrees that Hyatt's management of the Hotel and all of its other rights under the Management Agreement shall remain undisturbed by any Purchaser following a Post Default Transfer and shall be recognized by Purchaser, and its permitted successors and assigns, for all the rest and remainder of the term of the Management Agreement and any extension or renewal thereof, it being the intention of the parties that following any Post Default Transfer,Hyatt and Purchaser shall be bound to one another under all of the terms, covenants and conditions of the Management Agreement, and each shall have and may exercise all of the rights, powers and remedies thereunder, with the same force and effect as if Purchaser were "Owner"under the Management Agreement and Hyatt and Purchaser were the original parties thereto. Following any Post Default Transfer and notwithstanding that the parties hereto hereby agree that the foregoing provisions shall be effective and self- operative without the execution of any other instruments on the part of either party, Purchaser shall execute and deliver to Trustee and Hyatt a written instrument acknowledging its acceptance and assumption of the Management Agreement, and the obligations of Owner thereunder, as required by Section 6.7 of the Deed of Trust and as hereinabove contemplated. Trustee hereby covenants and agrees that it will object to, withhold its consent and approval to, and, if applicable, vote against, any transfer of the - 3 - Hotel,or any part thereof or interest therein,occurring by way of a sale or other disposition effected in an Insolvency or Liquidation Proceeding(including,without limitation,by way of a sale under Section 363 of the Bankruptcy Code, pursuant to a plan of reorganization, or by a receiver or assignee for the benefit of creditors or other representatives of the Owner's estate) to a Purchaser, unless such Purchaser accepts and assumes in writing at the closing of such sale or other disposition the Management Agreement and otherwise complies with the provisions of this Agreement. (b) The provisions of this Agreement shall apply with equal force in the event the Management Agreement,or Hyatt's agency thereunder,is terminated,rejected or otherwise interfered with(such termination,rejection or interference to include the exercise of rights under applicable bankruptcy, insolvency or other laws affecting creditor's rights). In any such event and provided the Management Agreement has not prior terminated in accordance with the terms of the Management Agreement and the Indenture, Purchaser shall enter into a new Management Agreement with Hyatt upon the same terms and conditions contained in the Management Agreement,except that the term thereof would be the remaining term under the Management Agreement from the date of the execution of such new agreement, subject, however, to any then unexercised extension or renewal rights, in accordance with the requirements of Section 6.7 of the Deed of Trust and Section 13.1 of the Management Agreement. In connection with the foregoing, Owner expressly acknowledges and agrees that conditioning a foreclosure sale on the requirement that all bidders agree to take the property subject to the Management Agreement may "chill the bids"and result in a smaller pool of potential bidders and/or lower prices being offered at the foreclosure sale. Owner expressly instructs Trustee, to the extent the foregoing conditions can be satisfied, to condition any foreclosure sale on the requirement that the bidder agree to purchase subject to the Management Agreement, and Owner expressly waives any rights it has at law or in equity to challenge any such foreclosure sale as being in violation of law or to bring any claims against Trustee on account of requiring such condition as part of any such foreclosure. Further, Owner and Hyatt acknowledge and agree that the Management Agreement may be made public and disclosed in the notice of sale and to all potential bidders at a foreclosure sale; provided, however, prior to Trustee's disclosure of the Management Agreement in connection with a foreclosure sale, to the extent permitted under applicable law, Trustee, its affiliate or nominee or the foreclosure trustee shall cause all prospective bidders to sign a commercially reasonable non-disclosure and confidentiality agreement. (c) Following any Post Default Transfer, Hyatt hereby agrees to attorn to the Purchaser as the Owner under the Management Agreement, said attornment to be effective immediately upon Purchaser acquiring all or any portion of Owner's interest in the Hotel. Although the foregoing attornment shall be effective and self-operative without the execution of any other instruments on the part of either party hereto, upon the written request of the Purchaser, Hyatt shall execute and deliver to Purchaser (i) an agreement of attornment in form and content reasonably satisfactory to Purchaser confirming the foregoing attomment and agreeing to perform all of the terms, covenants and conditions of the Management Agreement on Hyatt's part to be performed for the benefit of Purchaser - 4 - with the same force and effect as if Purchaser were "Owner" originally named in the Management Agreement, or (ii) a new management agreement with the Purchaser as owner, for the remaining term of the Management Agreement and otherwise on the same terms and conditions as the original Management Agreement. 4. Amendments to Management Agreement. From and after the date hereof, no amendment, modification, surrender, termination or cancellation of the Management Agreement shall be binding upon Trustee or any other Purchaser (if any), unless written notice of such amendment, modification, surrender, termination or cancellation is delivered to the Trustee and, if Purchaser is a party to the Management Agreement at the time of such amendment, modification, surrender, termination or cancellation, approved or agreed to by such Purchaser in writing. 5. Purchaser Liability. (a) Purchaser shall have no personal liability under the Management Agreement for events occurring or matters arising prior to the Post Default Transfer; provided, however, nothing herein contained shall limit the rights and remedies of Hyatt under this Agreement. No Purchaser shall have any personal liability under the Management Agreement and Hyatt shall look only to the estate and property of Purchaser in the Hotel or the proceeds thereof(including,without limitation,amounts on deposit from time to time in the Accounts)for the satisfaction of Hyatt's remedies requiring the payment of money by a Purchaser as Owner. (b) Without limiting the provisions of Section 5(a), nothing contained in this Agreement shall be construed to obligate Purchaser to cure any default by Owner under the Management Agreement occurring prior to any date on which Purchaser shall succeed to the rights of Owner thereunder. Accordingly,and without limitation,Purchaser shall not (i) be liable to Hyatt for any damages arising out of any act or omission of any prior Owner under the Management Agreement, (ii) be subject to any offset or defense which Hyatt might have against any prior Owner under the Management Agreement, or (iii)be liable to Hyatt for any liability or obligation or the payment of any sums due by any prior Owner under the Management Agreement incurred or accruing prior to the date that Purchaser acquires title to the Hotel; provided, however, subject to the provisions of Section 5(a), Purchaser shall be liable in accordance with the terms of the Management Agreement for the payment of any indemnification obligations, costs or expenses, or similar obligations which Hyatt is permitted, pursuant to the Management Agreement, to pay out of the Accounts or to which Hyatt is entitled to reimbursement from Owner under the Management Agreement,but only to the extent of funds available from time to time in the Accounts. 6. Notifications. (a) Hyatt hereby agrees (i)to promptly notify Trustee if at any time it is Hyatt's position that Hyatt is excused from its obligation to operate the Hotel in conformity with the first-class standard, in accordance with and as provided in the Management Agreement, and (ii) to give Trustee copies of all notices and other communications given or received by Hyatt relating to defaults or alleged defaults on the part of Owner or Hyatt - 5 - under the Management Agreement. In the event of a default by Owner under the Management Agreement,Hyatt shall give Trustee thirty(30)days in which to cure or cause the default to be cured beyond any applicable grace period provided to Owner under the Management Agreement. If such default is of a non-monetary nature and is not reasonably susceptible of being cured within said thirty(30)day period(including,without limitation, by reason of the time necessary for Trustee's exercise of its rights and remedies pursuant to the Security Documents or as may otherwise be available at law or equity), a longer period required to effect a cure shall be granted provided Trustee proceeds with and continues to cure such non-monetary default with due diligence. In addition,if such default is not susceptible of being cured by the advancement of money and is otherwise not susceptible of being cured by Trustee until Trustee has possession of the Hotel or otherwise exercises the rights and remedies available to Trustee pursuant to the Security Documents, Hyatt will not terminate the Management Agreement as a result of such default provided Trustee is diligently pursuing foreclosure proceedings, self-help remedies or any other remedial procedures pursuant to the Security Documents or otherwise available at law or equity. Nothing contained in this Section 6 shall be deemed or construed to impose any obligation on the part of Trustee to correct or cure any such condition,but Hyatt shall retain all its rights and remedies under the Management Agreement,including,without limitation, its right to terminate the Management Agreement, if such default is not cured within the time periods therein set forth. (b) Trustee hereby agrees to give Hyatt copies of all notices and other communication given or received by Trustee relating to defaults or alleged defaults on the part of Owner under the Security Documents. 7. Accounts. Hyatt hereby acknowledges and consents to the grant of a security interest in favor of Trustee in the "Collection Account" (as defined in Section 6.1(a) of the Management Agreement and the Indenture), the "Operating Account" (as defined in Section 6.1(b) of the Management Agreement and the Indenture), and in the "Indenture Operating Funds" (as defined in Section 6.1(d)) of the Management Agreement) (collectively, the "Capital Funds"), the Collection Account, the Operating Account and the Capital Funds being herein collectively referred to as the "Accounts". Trustee and Hyatt hereby agree with respect to the Accounts as follows, and Owner, by joining in the execution and delivery hereof, hereby consents to the provisions of this Section 7 and agrees that Hyatt may, without breach of any of its duties or obligations under the Management Agreement, comply with the provisions hereof: (a) From and after receipt by Hyatt of a written notice from Trustee, delivered in accordance with the provisions of this Agreement, advising Hyatt of the occurrence of any default or event of default under the Security Documents, and directing Hyatt to make payment directly to Trustee of any amounts otherwise required to be paid or remitted by Hyatt to Owner, Hyatt shall (until receipt of contrary directions from Trustee) make all such payments or remittances directly to Trustee in accordance with instructions contained in the aforesaid written notice notwithstanding any notice to the contrary received by Hyatt from Owner or any other Person; provided, however, the obligation of Hyatt hereunder shall be subject to any order of court or other governmental agency or authority which Hyatt, in good faith, believes to be genuine. In no event shall Hyatt have - 6 - liability or responsibility of any kind (i) to Trustee or any Purchaser, or any successor in interest to Trustee or any Purchaser, for any distributions or remittances made by Hyatt to Owner prior to the receipt by Hyatt of a written notice from Trustee or any Purchaser as herein contemplated; or (ii) to Owner for any distributions or remittances made by Hyatt to, or at the direction of,Trustee following receipt by Hyatt of any written notice as herein contemplated, or (iii) to either Owner or Trustee for reliance upon any written notice purportedly from Trustee which Hyatt in good faith believes to be genuine and authorized on behalf of Trustee. (b) Notwithstanding the occurrence of any default or event of default under any of the Security Documents, and notwithstanding any Post Default Transfer, Hyatt may continue to maintain the Accounts as contemplated by the Management Agreement, and may continue to make disbursements therefrom for the purposes and in accordance with the provisions of the Management Agreement and in order to ensure the uninterrupted and continuous operation of the Hotel, and the payment of all costs and expenses of its operation (including, without limitation, payment of any amounts required to be paid to Hyatt), without interference from Trustee or any other Person. Without limiting the generality of the preceding sentence,Trustee agrees that neither it nor any other Purchaser shall exercise any rights or remedies under the Security Documents or otherwise (including, without limitation, the exercise of any rights of set off or counterclaim) in a manner inconsistent with its obligations under the preceding sentence, nor shall Trustee or any other Purchaser obtain or seek to obtain any order of court or other governmental agency or authority having jurisdiction seeking or directing deposits to, or withdrawals from, any of the Accounts in a manner inconsistent with the provisions of this Agreement, the Management Agreement or the Indenture. S. Receivers/Mortgagee-in-Possession. If, in connection with the enforcement of any of its rights or remedies under the Security Documents, Trustee or any other Person is appointed mortgagee-in-possession or receiver with respect to the Hotel,or any part thereof or interest therein, Trustee agrees that such appointment shall be subject in all respects to the provisions of this Agreement regarding the non-disturbance of Hyatt's management of the Hotel, it being the intention of the parties that no exercise of remedies by or on behalf of Trustee shall in any manner interfere with the operation of the Hotel by Hyatt as contemplated by the Management Agreement. The rights of the receiver or mortgagee with respect to the Accounts shall likewise be subject to the provisions of this Agreement and specifically the provisions of Section 7 hereof, although Hyatt agrees, in connection therewith, to cooperate in all reasonable respects with the receiver or the mortgagee-in-possession in the preparation of such reports and accountings as may be required of the receiver or mortgagee-in-possession by law or by order of court. 9. Condemnation and Insurance. Notwithstanding anything to the contrary contained in this Agreement or in the Management Agreement, Hyatt agrees that (a) the provisions of the Deed of Trust shall govern with regard to casualty insurance proceeds or condemnation awards and (b) in the event casualty insurance proceeds or condemnation awards are not applied to the cost of restoration of the Hotel, such proceeds or awards shall be paid to Trustee for application in accordance with the Security Documents. - 7 - 10. Notices. Any notice, demand, request, consent, approval or other communication, which any party hereto may be required or may desire to give hereunder, shall be in writing(except where telephonic instructions or notices are expressly authorized herein to be given), may be given by hand delivery, Fedex or other nationally-recognized overnight courier service, telecopy or other facsimile transmission (so long as such facsimile is confirmed) at the address or telecopier numbers specified below, and shall be deemed given upon receipt by or good faith attempted delivery to the party to whom notice is being given, in any of the foregoing cases at the addresses set forth below: Trustee: Wells Fargo Bank, N.A. 1445 Ross Avenue, Floor 43 Dallas, TX 75202 Attn: Corporate Trust Services Phone: 469-729-7617 Email: Sandra.adrian@weIIsfargo.com wellsfargo.com And Wells Fargo Bank,National Association CTSO Mail Operations Attn: Corporate Trust Services MAC: N9300-070 600 South 411,Street, Th Floor Minneapolis,MN 55415 Hyatt: Hyatt Corporation 150 North Riverside Plaza Chicago, Illinois 60606 Attn: General Counsel Tel: (312) 750-1234 Fax: (312) 780-5284 with a copy to: Hyatt Corporation 150 North Riverside Plaza Chicago, Illinois 60606 Attn: EVP, Group President—Americas The foregoing parties may change their address for notices hereunder by giving notice of such change to the other party in accordance with the provisions of this Agreement. All notices shall be deemed given when received at the addresses specified above or when delivery is refused. 11. Amendments. This Agreement may not be altered, modified or amended except by the express written agreement of Trustee and Hyatt. Trustee further agrees that, for the term of the Management Agreement, Section 6.7 of the Deed of Trust shall not be amended, restated or otherwise modified to impair Hyatt's rights thereunder or hereunder without the prior written consent of Hyatt. - 8 - 12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective heirs, successors and assigns of their respective rights under this Agreement. 13. Conflicting Provisions. Trustee and Hyatt acknowledge and agree that, to the extent the terms and provisions of any Security Document are inconsistent with the terms and provisions hereof,as between Trustee and Hyatt the terms and provisions of this Agreement shall supersede such inconsistent terms and provisions and this Agreement shall control. 14. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed to be an original and all of which taken together shall constitute a single agreement. 15. Invalidity. If any of the provisions of this Agreement, or the application thereof to any person, party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision or provisions to persons, parties or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 16. Hyatt Approvals. Trustee acknowledges that all reviews and approvals by Hyatt under the terms of the Management Agreement (or any agreements referenced therein or related thereto)are for the sole and exclusive benefit of Hyatt and no other Person (including, without limitation, Owner, any investor in Owner, Trustee or any other party providing financing to Owner) shall have the right to rely on any such approvals by Hyatt. Hyatt shall have the absolute right, in its sole discretion, to waive any such reviews or approvals as a condition to its performance under the Management Agreement. 17. Governing Law. This Agreement shall be governed by, and construed and enforced in all respects in accordance with, the substantive laws of Illinois. 18. Memorandum of SNDA. Upon the request of Hyatt, the parties hereto shall sign and record a memorandum of this Agreement in the land records for the Hotel property. 19. Comfort Letter. In the event that Owner exercises its rights to convert the Hotel to a Hyatt-franchised property pursuant to the terms of the Management Agreement, Trustee hereby covenants and agrees to enter into Hyatt's then-current form of comfort letter under which Trustee agrees, among other things, to assume Owner's obligations under the franchise agreement if Trustee or any of its Affiliates acquires title or otherwise assumes possession,or the right to sell or direct the disposition of,the Hotel's real property or building and improvements. Hyatt's current form of comfort letter is attached as Exhibit B hereto, provided that the parties acknowledge that Hyatt may update its form comfort letter in its reasonable discretion from time to time. 20. Duties, Immunities and Liabilities of Trustee. Article XI of the Indenture is hereby made applicable to this Agreement as if this Agreement were (solely - 9 - for this purpose) contained in the Indenture and the Trustee shall be entitled to the same protections,limitations from liability and indemnities afforded the Trustee thereunder. The Trustee shall have only such duties as are specifically set forth in this Agreement, and Owner agrees,to the extent permitted by applicable law,to indemnify and save the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of their rights, obligations, powers and duties hereunder, including the costs and expenses (including reasonable attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Trustee's negligence or willful misconduct. No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights of powers. 21. Remedies. Hyatt shall have all rights and remedies under applicable law, including damages, provided that such damages shall be limited to the revenues from the Hotel. The parties hereto agree that, in light of Section 20, Hyatt shall be entitled to the revenues of the Hotel in the various funds pursuant to the Indenture in satisfaction of any damages for a breach of this Agreement by Owner or Trustee. [Signature Page Follows] - 10 - IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written. TRUSTEE: WELLS FARGO BANK, N.A., not personally but solely in its capacity as Trustee By: Name: Title: [Signature Page to Subordination,Non-Disturbance and Attornment Agreement] HYATT: HYATT CORPORATION By: Name: Title: [Signature Page to Subordination,Non-Disturbance and Attornment Agreement] JOINDER The undersigned Owner hereby joins in the execution and delivery hereof for the purpose of binding itself to those provisions of Section 3(a), Section 7 and Section 20 above which are, by their terms, binding on Owner. BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT By: Name: Title: [Signature Page to Subordination,Non-Disturbance and Attornment Agreement] Exhibit A Legal Description Hotel Unit and City Facilities Unit of the Baytown Hotel & Convention Center Master Condominium, located in Harris County, Texas together with each such Unit's undivided interest in the Common Elements, as described in that certain Declaration of Condominium Regime for Baytown Hotel & Convention Center Master Condominium recorded on or about the date hereof in the Official Public Records of Harris County, Texas. Exhibit B Form of Comfort Letter Exhibit "I" COLLATERAL ASSIGNMENT OF CONTRACTS This COLLATERAL ASSIGNMENT OF CONTRACTS (this "Assignment"), executed as of September 1, 2021 (the "Effective Date"), is made by BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a municipal development district established by the City of Baytown, Texas pursuant to Chapter 377 of the Texas Local Government Code ("Assignor") in favor of WELLS FARGO BANK,N.A., in its capacity as trustee under the Indenture (defined below) (the "Trustee"). BACKGROUND: A. Assignor has entered into (i) that certain "Hotel and Convention Center Development Management Agreement", dated as of August 25, 2021 (as amended, the "Development Agreement") and (ii) that certain "Design-Build Agreement and General Conditions Between Owner and Design-Builder", dated as of August 25,2021 (the"Design-Build Contract"), for the design, development, permitting and construction of the Project (defined below) (the "Contract Services"). B. The Assignor shall issue one or more series of hotel revenue bonds (collectively, the "Bonds") pursuant to an Indenture of Trust dated as of September 1, 2021 (the "Indenture") between the Assignor and the Trustee, for the benefit of the Owners (as such term is defined in the Indenture and used herein) of the Bonds. C. The proceeds of the Bonds will be used by the Assignor to (a) finance the costs of acquiring, designing, constructing, equipping and operating a full-service, upper-upscale hotel to serve as the hotel for the City of Baytown,Texas(the"City")and convention center for the benefit of the City, and funding certain reserves and other required amounts in connection therewith (collectively, the "Project") to be located in the City of Baytown, Texas, as more particularly described in the Indenture; (b) fund capitalized interest on the Bonds; and (c) pay the costs of issuance of the Bonds. D. In order to induce Trustee to accept the trusts created by the Indenture and the purchase and acceptance of the Bonds by the Owners, the Assignor seeks to grant a collateral assignment of the contracts, documents and interests described in Section 1 and Section 2 below (collectively, the "Assigned Interests") in order to further secure the obligations of Assignor under the Indenture (collectively, the "Secured Obligations"). ACCORDINGLY, in consideration of the foregoing and in exchange for good and valuable consideration received by the Assignor, and to secure Assignor's obligations under the Indenture, Assignor hereby covenants and agrees as follows: 1. Assignment of Contracts. Assignor hereby collaterally assigns, pledges, grants, sells, conveys, delivers, transfers, hypothecates and sets over to Trustee, to the fullest extent permitted by law, and hereby grants to the Trustee a security interest in, all of Assignor's right, title, interest, privileges, benefits and remedies, whether now owned or hereafter acquired in, to and under: all contracts subcontracts, agreements, service agreements, options, guaranties, bonds, warranties, bids and purchase orders, together with any and all renewals, extensions and modifications thereof and all amendments, exhibits and addenda thereto, which have been or will be executed by or on behalf of Assignor, or which have been assigned to Assignor, executed, ACTIVE 48717348v2 issued,or secured in connection with the Project,the Secured Obligations or the Contract Services, including, without limitation, the agreements listed on Exhibit A attached hereto (collectively, the "Contracts"). Without limiting the foregoing, the term "Contracts" includes: (i) all rights of Assignor to receive monies due and to become due under or pursuant to the Contracts; (ii) all claims of Assignor for damages arising out of or for breach of or default under the Contracts; and (iii) all rights of Assignor to terminate, amend, supplement, modify or waive performance under the Contracts, to compel performance and otherwise to exercise all remedies thereunder; and to the extent not included in the foregoing, all cash and non-cash proceeds, products, rents, revenues, issues,profits,royalties, income,benefits,additions, substitutions,replacements and accessions of and to any and all of the foregoing. The foregoing assignment by Assignor is an assignment for security purposes which will become void and of no further force or effect upon performance in full of all of the Secured Obligations. 2. Assignment of Plans and Permits. As additional security for the performance of all of the Secured Obligations,Assignor hereby collaterally assigns and transfers to Trustee, to the extent permitted by law and the terms, conditions, restrictions and limitations of any permit or approval subject to this Assignment, all of Assignor's right, title, and interest in, to and under: (a) all plans, specifications, site plans, surveys, renderings, drawings, and other technical descriptions of any kind or nature, whether now or hereafter existing, which relate to the Project, Secured Obligations, or the Contract Services, and all amendments,modifications and supplements to any of the instruments described in this subsection (b) (collectively, the"Plans"); and (b) All construction, development, zoning, installation, use, connection, utility, grading, clearing, environmental, access, curb cut, water, water treatment, wastewater, and subdivision licenses, permits, approvals, accreditations, authorizations, easements and variances relating to the Project to which Assignor is a party, or under which Assignor has rights, privileges or interests, or which were obtained on behalf of Assignor, whether now owned or hereafter acquired, together with any and all renewals, extensions and modifications thereof and all amendments, exhibits and addenda thereto (collectively, the "Permits"); and (c) All property rights and other beneficial rights, interests,powers and privileges of whatever kind or character arising in favor of Assignor in connection with the Project under the Plans and Permits. The foregoing assignment by Assignor is an assignment for security purposes which will become void and of no further force or effect upon performance in full of all of the Secured Obligations. 3. Representations and Warranties of Assignor. Assignor represents and warrants to the Trustee as follows: (a) Assignor has not assigned or granted a security interest in any of the Assigned Interests to any Person other than the Trustee. 2 (b) Assignor's interest in each of the Assigned Interests is not subject to any claims, set-offs, encumbrances or deductions, except as otherwise expressly provided therein, or at law. (c) To Assignor's knowledge, the Contracts are in full force and effect, and the Contracts constitute valid and binding obligations of the parties thereto in accordance with their terms; (d) To Assignor's knowledge, the Contracts are enforceable in accordance with their teens. (e) Assignor is not in default under or in violation of the terms of any Contract or Permit. (f) To Assignor's knowledge, all covenants, conditions and agreements have been performed as required by the Contracts and the Permits by all parties thereto, except those which are not due to be performed until after the date of this Assignment. (g) Assignor has not waived, terminated or released any vested property rights or other beneficial rights, interests, powers or privileges under the Contracts or Permits. (h) Assignor has not executed any other document or instrument that might prevent or limit the Trustee from operating under or realizing the benefits of the terms, conditions and provisions of this Assignment. (i) Assignor will provide the Trustee promptly, but in any event within ten (10) days after receipt thereof by Assignor, with copies of any and all notices received by Assignor which allege, either directly or indirectly, that Assignor is in default of, or deficient in the performance of the terms of any obligation of Assignor under any of the Contracts or Permits or that any fact or circumstance exists which could reasonably lead to the termination, suspension, revocation or loss of any of the Contracts or Permits. (j) Except as otherwise stated or provided for herein, no authorizations, consents, approvals, licenses,permits,filings or registrations with any governmental entity are necessary for the execution, delivery or performance by Assignor of this Assignment or for the validity or enforceability hereof. 4. No Assumption by the Trustee; Assignor's Covenants. The acceptance of this Assignment by the Trustee shall not constitute an assumption of any obligations on the part of the Trustee under the Contracts or the Permits, and Assignor shall continue to be liable for all obligations thereunder until such obligations are affirmatively assumed by the Trustee. Assignor hereby agrees to punctually perform any and all material obligations it may have under the Contracts and the Permits, to take such steps as may be reasonably necessary or appropriate to keep the Assigned Interests in full force and effect, to take such steps as may be reasonably necessary or appropriate to secure timely performance by all other parties of their obligations under the Contracts. The Trustee (or its nominee or designee) may, at its option, but is not obligated to, perform or discharge any obligation of Assignor under any of the Contracts or the Permits, at Assignor's expense, in the event that Assignor fails to do so in accordance with the terms of the Contract. The exercise by the Trustee of any of the rights and remedies hereunder does not release Assignor from any of its duties and obligations under the Contracts and the Permits. Assignor agrees to indemnify and hold the Trustee harmless against and from any loss, cost, liability 3 or expense(including,without limitation,all reasonable attorneys' and accountants'fees and expenses, court costs and reasonable investigation expenses) resulting from any failure of Assignor to perform its obligations under the Contracts or the Permits as and when Assignor is required to do so pursuant to the terms of the Indenture, Development Agreement and/or the Design-Build Contract, as applicable. This Indemnity survives the expiration or termination of this Assignment. 5. Use of Permits and Plans. Subject to the terms of this Assignment, the Trustee (or their nominees or designees) may use the Permits and the Plans for any purpose relating to the Project, including, without limitation, inspecting, development, construction, installation, completion, operation, maintenance and restoration of the Project. For the purpose of inspecting, developing, constructing, installing, completing, operating, maintaining, restoring and otherwise dealing with the Project, the Trustee may reassign its right, title and interest in the Permits and the Plans to any persons or entities succeeding to the Trustee's interest in the Project, in such assignee's sole discretion without any requirements for the consent of Assignor, and any such reassignment is valid and binding upon Assignor as fully as if Assignor had expressly approved the same. 6. No Approval of Permits and Plans. The Trustee's acceptance of this Assignment does not constitute approval of the Permits and the Plans by the Trustee. The Trustee does not assume any liability or obligation whatsoever in connection with the Permits and the Plans or any responsibility for the adequacy thereof or for the development, construction, installation, completion,operation,maintenance,or restoration of the Project. The Trustee shall have the right, but not the duty, to inspect the Project, and if the Trustee should inspect the Project, it does not assume any liability or obligation to Assignor or any other person or entity arising out of such inspection. No such inspection nor any failure by the Trustee to make objections after any such inspection will constitute a representation by the Trustee that the Project is built in accordance with, and is in compliance with, the Permits or the Plans, nor does such action constitute a waiver of the Trustee's right thereafter to insist that the Project be completed in strict accordance with the Development Agreement, the Contracts, Permits or the Plans. 7. Benefits Conditionally Retained by Assignor. The Trustee hereby grants Assignor the right to continue to receive the benefits of, and exercise the rights, powers and privileges under the Assigned Interests; provided, however, that the Trustee may revoke such rights at any time that a breach or default by Assignor under the Assigned Interests or Indenture has occurred and is continuing, after any applicable cure period has expired(in either event, as the case may be, a "Contract Default"). 8. Action by the Trustee Following Default. The Trustee (or its nominees or designees) shall have the right(but shall have no obligation)at any time during the continuance of a Contract Default, without notice and without taking possession of the Project, to take in its name or in the name of Assignor or otherwise, such action as the Trustee may at any time or from time to time determine to be necessary to cure any default under the Assigned Interests, or to protect or exercise the rights, interests or benefits of Assignor or the Trustee thereunder including without limitation, the vested property rights under the Assigned Interests. 9. Power of Attorney 4 . Assignor hereby irrevocably constitutes and appoints the Trustee its true and lawful agent and attorney-in-fact,with,during the continuance of a Contract Default,full power of substitution, to demand, receive and enforce all rights, interests, powers and privileges of Assignor under the Contracts and the Permits, to modify, extend, renew, supplement and terminate the Contracts the Plans and the Permits, to give appropriate releases and/or receipts for or on behalf of Assignor in connection with the Contracts, in the name, place and stead of Assignor or in the Trustee's name, with the same force and effect as Assignor could do if this Assignment had not been made. Notwithstanding the foregoing, for so long as the Indenture or Contracts remains in effect, the Trustee may not modify or supplement the Contracts or Permits in any manner that would increase Assignor's obligations or liability thereunder. Assignor authorizes any third party to exclusively rely on the certificate of an officer of the Trustee for the establishment of a Contract Default and hereby waives and releases any claim Assignor may have against such third party for such reliance. Assignor hereby agrees to deliver to the Trustee, upon written demand, originals or authenticated copies of all of the Assigned Interests, and such other instruments and documents as the Trustee may reasonably require in order to permit the Trustee's(or its nominee's or designee's)succession to the vested property rights under the Assigned Interests and to the other beneficial rights, titles, interests,powers and privileges of Assignor in and to the Assigned Interests as provided herein. It is hereby recognized that the power of attorney herein granted is coupled with an interest and is irrevocable; provided, however that such power of attorney shall automatically terminate upon performance in full of all of the Secured Obligations. 10. Consents of Contract Parties. Assignor hereby agrees that at the request of the Trustee, Assignor will use its commercially reasonable efforts to execute and deliver to the Trustee, and have executed and delivered to the Trustee, consents to this Assignment by the parties to the Contracts other than Assignor, such consents to be in form and substance reasonably satisfactory to the Trustee. 11. Binding Effect. This Assignment is binding upon Assignor and Assignor's heirs, executors,administrators,legal representatives,successors and permitted assigns,and inures to the benefit of the Trustee and its successors and assigns. The Trustee may reassign its right, title, interests, powers and privileges in, to and under the Assigned Interests in whole or in part, to any person or entities succeeding to the Trustee in and to the Indenture, the Contracts, or the Project, in the Trustee's sole discretion without any requirement for Assignor's consent, and any such reassignment will be valid and binding upon Assignor as fully as if Assignor had expressly approved the same. 12. Security Agreement. This Assignment shall constitute a security agreement, as that term is used in the Uniform Commercial Code as promulgated in the State of Texas (the "UCC"). The Trustee shall have, in addition to all other rights and remedies provided herein, in law, at equity or otherwise, all rights and remedies of a secured party under the UCC. Prior to or concurrently with the execution and delivery of this Assignment, and from time to time thereafter as reasonably requested by the Trustee, the Trustee shall be permitted to file such financing statements and other documents in such offices as it may deem necessary or appropriate to perfect the security interests granted by this Assignment. 13. Reinstatement 5 . This Assignment and the security interest created hereunder shall automatically be reinstated, if applicable,if and to the extent that for any reason any default payment by or on behalf of Assignor in respect of its obligations under the Indenture is rescinded or must otherwise be restored by any holder of such right to receive payment, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. 14. Expenses. Assignor agrees to pay to the Trustee all actual reasonable out-of-pocket expenses (including reasonable expenses for attorney's fees and costs of every kind) of or incident to the enforcement of any of the provisions of this Assignment. 15. Successors and Assigns. The covenants and obligations herein undertaken by Assignor are binding upon the successors and permitted assigns of Assignor and the rights and benefits herein conferred upon the Trustee shall inure to the benefit of its successors and assigns. 16. Notice. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed given: (a) when mailed by certified mail, postage prepaid, return receipt requested or (b) when delivered by personal delivery; addressed as set forth below; provided, however, that any person named in this Section may, by notice given to each of the others, designate any additional or different addresses to which subsequent notices or other communications shall be sent. Email transmission of notices shall be convenience purposes only. To Assignor: Baytown Municipal Development District 2401 Market Street Baytown, Texas 77520 Attention: General Manager To the Trustee: Wells Fargo Bank,N.A. 10 South Wacker Drive, 131h Floor Chicago, IL 60606 Attn: Gail Klewin Gail.a.klewin(a wellsfar o or such other addresses as shall be designated by the parties in a written notice delivered to the parties hereto. 17. Further Assurances. Until the Secured Obligations have been performed in full, Assignor covenants and agrees upon demand to confirm to the Trustee the assignment contained herein of any and all Assigned Interests, and to make, execute and deliver to the Trustee upon demand any and all instruments that may be reasonably necessary or desirable therefor. 18. Conflicts. If any conflict or inconsistency exists between this Assignment and the Indenture, the terms of this Assignment shall control. 19. Modification. This Assignment may only be revised by an agreement in writing signed by the party against whom enforcement of such revision is sought. 20. Governing Law and Venue. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas without reference to choice of law principles 6 thereof. The parties agree that the proper venue for any action regarding this Assignment shall be in Harris County, Texas. 21. Severability. If any agreement, condition, covenant or term hereof or any application hereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, all agreements, conditions, covenants and terms hereof and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. 22. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page of this Assignment by portable document format ("pdf') shall be effective as delivery of a manually executed counterpart of this Assignment. (Signature Page Follows) 7 IN WITNESS WHEREOF, the undersigned Assignor has executed this Collateral Assignment of Contracts as of the day and year first above written. ASSIGNOR: BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT By: Richard L. Davis, General Manager SIGNATURE PAGE—DISTRICT ASSIGNMENT OF CONTRACTS EXHIBIT A List of Agreements Assigned, Referenced in Section 1(A) Above 1. Hotel and Convention Center Development Management Agreement dated as of August 25, 2021, as amended. 2. Design-Build Agreement and General Conditions Between Owner and Design- Builder dated as of August 25, 2021. 3. Hotel Services Agreement, dated as of August 25, 2021 between Assignor and Hyatt Corporation, or any other management agreement entered into by Assignor with respect to the operation and management of the Hotel, as originally executed and as it may from time to time be amended or supplemented in accordance with the terms hereof and thereof, and any amendments thereto and certificates,documents,or agreements executed in conjunction therewith. SIGNATURE PAGE—DISTRICT ASSIGNMENT OF CONTRACTS Exhibit "J" FIRST AMENDMENT TO TECHNICAL SERVICES AGREEMENT (Hyatt Regency Baytown—Houston) THIS FIRST AMENDMENT TO TECHNICAL SERVICES AGREEMENT (Hyatt regency Baytown— Houston) (this "Amendment"), is made as of this day of , 2021, by and between the Baytown Municipal Development District (the "Owner"), and Hyatt Corporation ("Hyatt"), and acknowledged by Baytown Hospitality Public Facilities Corporation, a Texas nonprofit corporation ("PFC") (collectively, the "Parties"). RECITALS: WHEREAS, the Parties entered into that certain Technical Services Agreement (Hyatt Regency Baytown — Houston), dated and executed on September 3, 2020 (the "Agreement"; capitalized terms used but not defined herein as therein defined) pursuant to which Hyatt has agreed to provide certain technical services to Owner in connection with the predevelopment, development, and construction of the Hotel; and WHEREAS, the Parties desire to amend the Agreement in order to remove the PFC as a party thereto, and to provide that the Owner shall assume all rights, obligations and responsibilities of the PFC in, to and under the Agreement; NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Amendment. The Owner hereby assumes all rights, obligations and responsibilities of the PFC in, to and under the Agreement and the PFC and Hyatt hereby agree and acknowledge the same. In connection with such assumption the PFC is hereby removed as a party to the Agreement and PFC shall be relieved of all of its duties, obligations and liabilities thereunder, in each case from and after the date of this Amendment. 3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein. This Amendment shall become effective upon the execution and delivery of this Amendment by all parties hereto. All terms and conditions of the Agreement not amended hereby shall apply to this Amendment. [Signature page follows] IN WITNESS WHEREOF, the undersigned have caused this Amendment to the to be executed by their respective officers thereunto duly authorized, as of the date first above written. BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT By: Name: Title: Date: HYATT CORPORATION By: Name: Title: Date: Accepted and Agreed: BAYTOWN HOSPITALITY PUBLIC FACILITIES CORPORATION By: Name: Title: Date: [Signature page to First Amendment to Technical Services Agreement]