2024 - 14764 06/28/2024 08:55 AM Page 1 of 7 FIRST AMENDMENT Midland County Clerk Unofficial Copy GRA TO FINAL EXECUTION COPY RIGHT OF FIRST REFUSAL TO LEASE VACANT SITES THIS FIRST AMENDMENT TO GRANT OF RIGHT, LEASE VACANT HOME SITES (this "Amendment") dated "Effective Date"), is entered into by and among: AIRLINE Midad Couclerk Unofficial Copy/ FIRST REFUSAL TO the 20 day of June, 2024 (the SPE, LLC, a Delaware limited liability company (the "Grantor”), and A-1 HOMES – MIDLAND, LLC, a Texas limited liability company and AAA HOMES ODESSA, LLC, a Texas limited liability company and/or its assigns (collectively referred to as "Grantee"). The Grantor and Grantee are sometimes collectively referred to as the "Parties," or individually as a "Party.”
I. RECITALS: WHEREAS, Grantee and Grantor entered into that certain Grant of Right of First Refusal to Lease Vacant Home Sites dated on or about June 8, 2021(the "Agreement") with reference to that certain manufactured home park Airline Dr., Midland, Texas 797060 WHEREAS, the Agreement needs to Property"); Uffofficial Copy tor is refinance the Property with a new lender and Section 14 oft with the name of the new lender; and Midland WHEREASalmonly known as Airline Crossing MHP located 7100 terms Grantee and Grantor desire to amend the Agreement in provisions hereinafter set forth.
Midland Countdance with the II. AGREEMENTS: Now, therefore, in consideration of the mutual agreements set forth below, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee hereby agree as follows: 1.
Subordination of Grantor's Financing. The Parties agree to delete Section 15 of the Agreement in its entirety and replace it with the following:
ledged, Grantor and Grantee hereby agree as follows: 1.
Subordination of Grantor's Financing. The Parties agree to delete Section 15 of the Agreement in its entirety and replace it with the following: This Grant shall be subordinate and subject to any current or future financing of the Grantor, its successors, and assigns, including but not limited to any and all security interest, deeds of trust, and mortgages filed against the Property to secure any current or future Property is Association betwe fina By way of example, and not limitation, so long as the that certain loan (“Loan”) from Capital One, National Ender"), as evidenced by that certain Loan Agreement by and rantor and Lender ("Loan Agreement"), this Grant shall at all ot and subordinate in all respects to the Mortgage (as defined acknowledges, without limitation, that the subordination profficial Copy Loan Midland Countygreement) and the Loan Documents (as defined in the Loan Agreement). Grantee First Amendment to Grant of First Refusal to Lease Vacant Home Sites - Airline Midland Cot LLC Rereby includes Page 1 of 2 2024 - 14764 06/28/2024 08:55 AM Page 2 of 7 a full and agrees Copy FINAL EXECUTION COPY for that such right of first refusal shall be expressly inapplicable to an of the Mortgage (as defined in the Loan Agreement) or acquisitionofficial Copy Midland County Clericomplete subordination by Grantee of the Grant. Grantee hereby further 2.
Property or any interest therein by Lender or any designee der by Conveyance in lieu thereof or similar transaction ("Transferee") and in applicable to any subsequent transferee of Transferee.
Restatement of Agreement. Except as expressly fed hereby, the Agreement and all rights and obligations created thereby or are in all respects ratified and
e to any subsequent transferee of Transferee.
Restatement of Agreement. Except as expressly fed hereby, the Agreement and all rights and obligations created thereby or are in all respects ratified and confirmed and remain in full force and effect. Where any paragraph, section, subsection or clause of the Agreement is modified or deleted by this Amendment, any unaltered provision of such section, subsection or clause of the Agreement shall remain in full force and effect according to the terms thereof. However, where any provision of this Amendment conflicts or is inconsistent with the Agreement, the provision of this Amendment shall control.
3.
Defined Terms. Terms used herein, which are not otherwise defined or modified herein, but which are defined in the Agreement, shall have the meanings therein ascribed to them.
4.
General. This Amendment in accordance with the laws of the would require the application of of the parties hereto and V Texas without regard to conflicts of laws principles that other law; (b) shall be binding upon and inure to the benefit espective successors and permitted assigns; (c) may be modified amended only in writ signed by each party hereto; (d) may be executed by facsiminofficial Copy electronic sign executed Bunty Cler counterparts, and by the Parties hereto on separate counterplay be when so executed and delivered, shall constitute an original counterparts shall constitute one and the same agreement; and Midlangreement and understanding between the Parties with respect t supersedes all prior agreements relating to such subject matter 5.
and each nt, and all such embodies the entire subject matter hereof and Midland Effective Date. The undersigned have caused this Amendment to be executed effective as of the date first set forth above.
nd each nt, and all such embodies the entire subject matter hereof and Midland Effective Date. The undersigned have caused this Amendment to be executed effective as of the date first set forth above.
[Signatures on the next page] Midland County Clerk Unofficial Copy First Amendment to Grant of First Refusal to Lease Vacant Home Sites - Airline E, LLC County Clerk Unofficial Copy Page 2 of 2 2024 - 14764 06/28/2024 08:55 AM Page 3 of 7 Midland County Clerk Unofficial FINAL EXECUTION COPY AGREED AND ACCEPTED BY GRANTOR: Midland County Clerk Unofficial Copy AIRLINE MHP SPE, LLC, a Delaware limited liability company By: Its: follettusa, Inc., a Delaware corporation Manager By: Erik M. Rollain Chief Investment Officer Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy First Amendment to Grant of First Refusal to Lease Vacant Home Grantor Signature Page Airline MHP SPE, LLC 2024 - 14764 06/28/2024 08:55 AM Page 4 of 7 A notary public or other ACKNOWLEDGMENT individual who signeofficial Copy FINAL EXECUTION COPY cer completing this certificate verifies only the identity of the document to which this certificate is attached, and not the accuracy, or avant ✓ of that document.
State ounty of Sacramento) Midland Coufornia County Clerk Unofficial Copy On June 20, 2024 before me, Martha P. Hodapp, Notary Public, personally appeared Erik M. Rollain Name of Notary Public, Title Name of Signer who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the regoing paragraph is true and correct.
WITNESS my and official seal.
Midland County Clerk, Unofficial the P.
Signature of Notary Public adepf REAT SE OF THE CALIFORNI Clerk Unofficial Copy MARTHA P. HODAPP Notary Public California Sacramento County Commission My Comm.
Midland Cou 00 Jul 19, 2026 Midland County Clerk Unofficial Copy Grantor Signature Page Midland County Clerk Unofficial Copy First Amendment to Grant of First Refusal to Lease Vacant Home Airline MHP SPE, LLC 2024 - 14764 06/28/2024 08:55 AM Page 5 of 7 Midland County Clerk Unofficial Copy FINAL EXECUTION COPY Midland County Clerk Unofficial Copy AGREED AND ACCEPTED BY GRANTEE: a Texas MIDLAND, LLC, A-1 liability company By: Name: Mike Self Title: Regional Vice President Midland County Clerk Unoffi Midland County Clerk Unofficial Copy AAA HOMES ODESSA, LLC, Texas limited liability compart By: mita т Name: Mike Self Title: Regional Vice President Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy 2024 - 14764 06/28/2024 08:55 AM Page 6 of 7 STATE OF TEXAS Clerk Unofficial Copy COUNTY OFECTOR Midland foregoing instrument was acknowledged before me this day Mike Self as Regional Vice President of A-1 liability company .
FINAL EXECUTION COPY 1 Homes-Midland County Clerk Unofficial Copy company and Mike Self as Regional Vice President of AAA Homes Odessa, LLC, a Texas limited (SEAL)
President of A-1 liability company .
FINAL EXECUTION COPY 1 Homes-Midland County Clerk Unofficial Copy company and Mike Self as Regional Vice President of AAA Homes Odessa, LLC, a Texas limited (SEAL) Witness my hand and official seal.
My Commission Expires: 12-04-2027 ETRICE NOTAR JO Midland County Cleckhofficial Copy ATE O #13 EXPIRES OF TEXAS C 346657A 12-04-2027 Notar Notary Public une 20, 2024, by LLC, a Texas limited liability ohns Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy 2024-14764 06/28/2024 8:59 AM Page 7 of 7 Midland County Alison Haley Midland County Clerk Instrument Nu 14764 Real Property Midland County Clerk Unoffic Recorded On: June 28, 55 AM Total Recording: $45.00 Copy Number of Pages: 7 " Examined and Charged as Follows: File Information: Any provision herein which restricts the Sale, Rental or use of the described PE because of color or race is invalid and unenforceable underte Dav PROPERTY Document Number: 14764 Receipt Number: 20240628000021 Recorded Date/Time: June 28, 2024 08:55 User: Station: COUNTY COUR MIDLAND UNTY, TEXAS Kathryn B CC10299 and County Clerk Unoffi NTY OF MIDLAND Alison Haley and Return To: Simplifile TX I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Records of Midland County, Texas.
Midland County Clerk Midland County, TX Ausisa Haley Midlan Midlan