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ASSIGNMENT AND ASSUMPTION OF OPERATING PERMIT
THIS ASSIGNMENT AND ASSUMPTION OF OPERATING PERMIT (this “Assignment”) is
executed and delivered as of the ___ day of ______________, 2024 (the “Effective Date”), by Pro Flight
Aviation, Inc., a Washington corporation (“Assignor”), to and in favor of RNT 750 LLC, a Delaware
limited liability company (“Assignee”). Assignor and Assignee may be referred to as a “Party” or the
“Parties”.
WITNESSETH:
WHEREAS, Assignor is the permittee under that certain Operating Permit and Agreement known
as the City of Renton PAG-11-002, dated on or about February 11, 2011 (known hereafter as the “Operating
Permit”), a copy of which is attached hereto as Schedule 1, by and between the City of Renton, a
Washington municipal corporation as “Permittor” (the “City”), and Assignor, as the current “Permittee”;
and
WHEREAS, the Operating Permit authorizes Permittee to perform certain activities on that certain
land that is subject to a sub-ground lease dated December 30, 2010 (as amended) (the “Sub-Ground Lease”)
by and between 540 Renton Hangar LLC and Assignor; and
WHEREAS, subject to the City’s approval of that certain Assignment and Assumption of Sub-
Ground Lease dated even herewith, Assignor will assign the Sub-Ground Lease to Assignee.
WHEREAS, the Sub Ground Lease is part of and subordinate to that certain master ground lease
agreement between the City as “Lessor” and 540 Renton Hangar LLC as “Lessee” dated August 1, 1998
known as LAG 99-002, as amended by its Amendments: 1-04, 2-08, 3-09, 4-10, 5-13, 6-16, and 7-18
(collectively referred to hereafter as the “LAG Lease”), pertaining to the land described in the LAG Lease.
WHEREAS, concurrent with the assignment of the Sub-Ground Lease to Assignee, Assignor
desires to sell, assign, and convey to Assignee, and Assignee desires to accept all of Assignor’s right, title
and interest in the Operating Permit.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1.Recitals. The recitals set forth above are true and correct and are incorporated herein. All
capitalized terms used but not otherwise defined herein shall have their respective meanings given to them
in the Operating Permit, LAG Lease and Sub Ground Lease, as applicable.
2.Assignment and Assumption. Assignor hereby SELLS, TRANSFERS, ASSIGNS and
CONVEYS unto Assignee, and Assignee hereby (i) accepts all of Assignor’s right, title, and interest in, to,
or created by the Operating Permit, and (ii) assumes all of Assignor’s duties, covenants, and obligations
under the Operating Permit to be performed by the Permittee thereunder to the extent first arising or
accruing on or after the Effective Date, TO HAVE AND TO HOLD Assignor’s interest in the Operating
Permit unto Assignee and Assignee’s successors and assigns forever.
3.Indemnification. Assignee shall hold harmless, indemnify, and defend Assignor and
Assignor’s successors and assigns, as to any and all losses, costs, damages, expenses (including reasonable
attorneys’ fees), claims and/or causes of action (collectively, “Losses”) to the extent arising from or relating
to Assignee’s performance or non-performance of the Permittee’s obligations pursuant to the Operating
Permit which first arise on or after the Effective Date of this Assignment. Assignor shall hold harmless,
2
indemnify, and defend Assignee and Assignee’s successors and assigns, as to any and all Losses to the
extent arising from or relating to Assignor’s performance or non-performance of the Permittee’s obligations
pursuant to the Operating Permit which first arose prior to the Effective Date of this Assignment.
4.City Consent; Estoppel. Pursuant to its signature below, City hereby (i) consents to this
Assignment, and (ii) represents and warrants to Assignee that as of the Effective Date (A) the Operating
Permit is in full force and effect, (B) there are no events of default existing under the Operating Permit by
Permittee, (C) there is no condition existing that, with the passing of time or delivery of notice, or both,
would constitute a default or event of default under the Operating Permit, and (D) the expiration date of the
Operating Permit is July 31, 2028.
5.Governing Law. This Assignment shall be governed by the internal laws of the State of
Washington, without regarding to any conflicts of law analysis.
6.Binding Effect. This Assignment shall apply to and inure to the benefit of, and be binding
upon and enforceable against the parties hereto and their respective heirs, successors, administrators and
assigns, to the same extent as if they were original parties hereto.
7.Exhibits and Schedules. All exhibits and schedules referenced in this Assignment are
incorporated herein by reference.
8.Counterparts. This Assignment may be executed in any number of counterparts with the
same effect as if all parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce
one such counterpart.
[SIGNATURE AND NOTARY PAGES FOLLOW]
Signature and Notary Page to Assignment and Assumption of Operating Agreement
ASSIGNEE:
RNT 750 LLC
a Delaware limited liability company
By:FBO Capital Group Management LLC,
its Manager
By:
Name: Jonathan M. Wenrich
Title: CEO
Date:
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this __ day of , 2024, before me personally appeared , to me
known to be the of , the company that
executed the within and foregoing instrument, acknowledged said instrument to be the free and voluntary
act of said corporation, for the uses and purposes therein mentioned, and on oath stated he/she was
authorized to execute said instrument for said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first
above written.
Notary Public for the State of Washington
My Commission expires:
Printed Name:
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Signature and Notary Page to Assignment and Assumption of Operating Agreement
CITY:
CITY OF RENTON
a Washington municipal corporation
By:
Name:
Its:
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this __ day of , 2024, before me personally appeared , to me
known to be the of , the company that
executed the within and foregoing instrument, acknowledged said instrument to be the free and voluntary
act of said corporation, for the uses and purposes therein mentioned, and on oath stated he/she was
authorized to execute said instrument for said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first
above written.
Notary Public for the State of Washington
My Commission expires:
Printed Name:
Schedule 1 to Assignment and Assumption of Operating Agreement
Schedule 1
OPERATING PERMIT
ASSIGNEE ACKNOWLEDGES SEPARATE RECEIPT OF OPERATING PERMIT
_______
(Initials)