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HomeMy WebLinkAboutContract 32138 CITY SECRETARY CONTRACT NO. � CONSENT TO DEED OF TRUST LIEN ITPON LEASEHOLD FORT WORTH SPINKS AIRPORT UNIMPROVED GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS (CITY SECRETARY CONTRACT NO. 30198 ) This CONSENT TO DEED OF TRUST LIEN UPON LEASEHOLD ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas; SPINKS AIR ASSOCIATES, LLC ("Lessee"), a Texas limited liability company; and CITIZENS NATIONAL BANK ("Bank"), a Texas banking association. A. On or about June 30, 2004, Lessor and Lessee entered into City Secretary Contract No. 30198. The City Secretary Contract No. 30198 was amended by agreement of the Lessor and Lessee on ("Amendment No V). The City Secretary Contract No 30198 and Amendment No.I thereto shall together hereinafter be referred to as (the "Lease"). The Lease covers One Hundred Three Thousand Four Hundred Eighty Two (103,482) square feet of unimproved land (the "Premises") located on the northeast side of Fort Worth Spinks Airport ("Airport"). B. In order for Lessee to obtain certain financing related to Lessee's construction of the mandatory improvements on the Leased Premises, Lessee and Bank desire Lessor to consent to the execution by Lessee of a Leasehold Deed of Trust lien on the Leased Premises (the "Deed of Trust") in favor of the Bank. NOW,THEREFORE,Lessor, Lessee and the Bank hereby agree as follows: 1. The statements set forth in the recitals above are true and correct and form the basis upon which Lessor, Lessee and the Bank have entered into this Agreement. The Lease is a public document on file in Lessor's City Secretary's Office and is incorporated herein by reference for all purposes. 2. Lessor hereby consents to the execution and delivery by Lessee to the Bank of the Deed of Trust, which is attached hereto as Exhibit "A." Lessor does not adopt, ratify or approve of any of the particular provisions of the Deed of Trust and does not grant any right, privilege or use to Spinks Air Associates,LLC Consent to Deed of Trust in Favor of Citizens National Bank CSC No.30198 Page 1 of 7 Lessee, Bank, or any successor in interest pursuant to the Deed of Trust that is different from or more extensive than any right, privilege or use granted to Lessee under the Lease. Notwithstanding anything contrary in the Deed of Trust, Lessee and the Bank acknowledge, understand and agree that Lessee and the Bank do not have any right to convey any interests in the Leased Premises greater than those granted specifically by the Lease. In the event of any conflict between the Deed of Trust and the Lease, the Lease shall control in all respects as to Lessor and as to Lessee's and the Bank's obligations to Lessor established by the Lease and/or this Agreement. In the event of any conflict between the Deed of Trust and this Agreement, this Agreement shall control. In the event of any conflict between this Agreement and the Lease, the Lease shall control. 3. In the event that Lessor is required by the Lease to provide any kind of written notice to Lessee with regard to the Leased Premises, including notice of breach or default by Lessee, Lessor shall also provide a copy of such written notice to the Bank. Lessor agrees that (i) the Bank may perform any of the obligations or requirements imposed on Lessee by the Lease in order to avoid a breach or default under the Lease by Lessee and (ii) Lessor will accept the Bank's performance the same as if Lessee had performed such obligations or requirements. 4. Lessor agrees and covenants that it will not exercise any rights it may have under the Lease to cancel or terminate the Lease or to force surrender of all or part of the Leased Premises unless it first has provided the Bank with written notice of its intent to exercise such any such right. The Bank shall have ten (10) calendar days from the date it receives such notice to cure any monetary default under the Lease and thirty (30) calendar days from the date it receives such notice to cure any other default under the Lease to Lessor's reasonable satisfaction in order to avoid such cancellation, termination or surrender; provided, however, that if the Bank, in good faith and after diligent and continuous efforts to remedy any non-monetary default under the Lease, cannot cure such default within thirty (30) calendar days, it shall notify Lessor in writing and Lessor and the Bank shall negotiate in good faith a reasonable amount of additional time to cure such default. 5. Lessee agrees that it will not request to or consent to any future modifications, amendments or assignments of the Lease without first receiving the Bank's written consent thereto and providing a copy of such written consent to Lessor. Lessee understands and agrees that any such consent granted by Lessor without Bank's advance written consent shall be void and specifically releases, holds harmless and agrees to indemnify Lessor for any damages that may arise as a result of any such consent. 6. In the event that Bank undertakes to enforce its rights to any collateral granted by the Deed of Trust on account default by Lessee under the Deed of Trust, Lessor will cooperate with the Bank in its efforts to assemble and/or remove any personal property of Lessee on the Premises. The Bank hereby agrees to repair any damages at or to the Airport, including the Leased Premises, caused by or incident to such removal. Spinks Air Associates,LLC Consent to Deed of Trust in Favor of Citizens National Bank CSC No.30198 Page 2 of 7 7. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and covenants that it will endorse all insurance policies required by the Lease to name both Lessor and the Bank as additional insureds and to cover all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Leased Premises. Notwithstanding anything to the contrary in the Deed of Trust, the Bank hereby agrees and covenants that any and all proceeds payable under the terms of such insurance policies shall first be applied to cover the replacement of all facilities and improvements on the Leased Premises and to satisfy fully the terms and conditions of the Lease. Payment of such proceeds shall apply secondarily to secure any of Lessee's indebtedness to the Bank. S. Subject to Sections 4 and 6 of this Agreement, Lessor may take all action available to it under the Lease, at law or in equity in order to protect its interests, including, but not limited to, cancellation of Lessee's interest as provided by the Lease and in accordance with this Agreement. 9. The Bank agrees that it promptly will notify Lessor in writing when the Bank has released its rights under the Deed of Trust. This Agreement will automatically terminate on the earlier of(i) the date as of which the Bank releases such rights or (ii) the date upon which the Lease expires or is terminated. 10. The Bank may not sell or otherwise transfer in any way any of the Bank's or Lessee's rights or interest in the Leased Premises unless Lessor consents to such sale or transfer in the form of a written agreement approved in advance by Lessor's City Council. 11. Notices to the Bank required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (i) hand-delivered to the Bank, its agents, employees, servants or representatives, or (ii) deposited in the United States Mail, certified, return receipt requested, addressed as follows: Citizens National Bank 1001 North Hwy 77 P.O. Box 717 Waxahachie,TX 75168 Attn: Tommy Hamilton 12. The parties hereto understand and agree that upon expiration or termination of the Lease, all structures, improvements and fixtures on the Leased Premises, and any items permanently attached to any such structure, fixture or improvement, will become the sole property of Lessor, free and clear of all liens, including the Deed of Trust, except for improvements of a non-permanent nature, all trade fixtures, machinery, furnishings and other items may specifically be removed from the Spinks Air Associates,LLC Consent to Deed of Trust in Favor of Citizens National Bank CSC No.30198 Page 3 of 7 Leased Premises in accordance with the Lease. In the event that the Lease expires or is terminated, Lessee and the Bank covenant and agree that nothing herein shall obligate Lessor to assume in any way Lessee's indebtedness to the Bank. 13. This Agreement may not be withdrawn, amended or modified except by a written agreement executed by the parties hereto and approved by Lessor's City Council. Lessee and Bank covenant and agree that they will not amend the Deed of Trust, or assign any rights and/or obligations thereunder, without the prior written consent of Lessor. 14. This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action arising under the provisions of this Agreement shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 15. This written instrument, including any documents attached hereto and/or incorporated herein by reference, contains the entire understanding and agreement between Lessor, Lessee and Bank as to the matters contained herein. Any prior or contemporaneous oral or written agreement concerning such matters is hereby declared null and void to the extent in conflict with this Agreement. [Signature Pages Immediately Follow] Spinks Air Associates,LLC Consent to Deed of Trust in Favor of Citizens National Bank CSC No. 30198 Page 4 of 7 IN WITNESS O the parties hereto have executed this Agreement in multiples on this the aay of ) 2005. CITY OF FORT WORTH: t By: rt Marc Ott Assistant City Manager Date: 7 f Z Z /,& STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this da personally a eare&44w y p y pp own to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day 4T& , 2005. VpC Y i // •�`" HETTIE LANE MY COMMISSION EXPIRES CF Jviy 20,2007 Notary Public in and for the State of Texas APPROVED AS TO FORM ATTEST: AND LEGALITY: By A'� By: CYN 'C 6 Maleshia B. Farmer Marty Hendrix Assistant City Attorney City Secretary M&C: G-14960; Annroved 7/19/05 Spinks Air Associates,LLC Consent to Deed of Trust in Favor of Citizens National Bank CSC No.30198 Page 5 of 7 SPINKS AIR A �OCIATE LC ATTEST: By: B,:— c-- Name: -2>AtZei5U— y:Name: .DAtZei5U— (2-�"D6F-�e�N Title: I-m A j j&,b ei2 Date: STATE OF TEXAS § COUNTY OF:1—arra A+ § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Ll Clendganknown to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Spinks Air Associates, LLC and that s/he executed the same as the act of Spinks Air Associates, LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN U ER MY HAND AND SEAL OF OFFICE this 693cc day 2005. OAHHIE ANN NOMIGh. a yfNotn y Rib,Ic Notary Public in and for the State of Texas STATE OF TEXAS Erp• 01/16/07 Spinks Air Associates,LLC Consent to Deed of Trust in Favor of Citizens National Bank CSC No.30198 Page 6 of 7 CITIZENS NATIONAL BANK ATTEST: a Texas banking association: B - � B Y y• Title: S'�, U/ I C, 40f Fs ll Date: f7- rq5- b:7— STATE STATE OF TEXAS § COUNTY OF i_rrn,►_ 4- § BEFORE ME, the undersigned a ori y, a Notary Public in and for the State of Texas, on this day personally appeared o M;14a ri , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Citizens National Bank, and that s/he executed the same as the act of Citizens National Bank, for the purposes and consideration therein expressed and in the capacity therein stated. GIV N NDER MY HAND AND SEAL OF OFFICE this c���h day I IU 2005. rr h:CARRIE ANN NOAiCttNotary PublicATE OF TEXAS fQF Notary Public in and for the State of Texas mm.Exo. QvtaiQz Spinks Air Associates,LLC Consent to Deed of Trust in Favor of Citizens National Bank CSC No.30198 Page 7 of 7 EXHIBIT "A" CONSENT TO DEED OF TRUST LIEN UPON LEASEHOLD (CITY SECRETARY CONTRACT NO. 30198) State of Texas Space Above This Line For Recording Data REAL ESTATE DEED OF TRUST (With Future Advance Clause) Notice of confidentiality rights: if you are a natural person, you may remove or strike any of the following information from this instrument before it is filed for record in the public records: your social security number or your driver's license number. 1. DATE AND PARTIES. The date of this Deed of Trust (Security Instrument) is and the parties, their addresses and tax identification numbers, if required, are as follows: GRANTOR: ❑ If checked, refer to the attached Addendum incorporated herein, for additional Grantors, their signatures and acknowledgments. TRUSTEE: LENDER: 2. CONVEYANCE. In consideration of Ten Dollars paid in hand, and for the purpose of securing the Secured Debt (defined below) and Grantor's performance under this Security Instrument, Grantor irrevocably grants, sells, and conveys unto Trustee, in trust for the benefit of Lender, with power of sale, the following described property: Leasehold interest in the property desctibed in Exhibit A attached hereto. The property is located in at (County) Texas (Address) (City) (Zip Code) TEXAS•AGRICULTURAL/COMMERCIAL REAL ESTATE SECURITY INSTRUMENT /page 1 0191 (NOT FOR FNMA. FHLMC, FHA OR VA USE, AND NOT FOR CONSUMER OR HOMESTEAD PURPOSES) ® 0 1994,2001 Bankers Systema,Inc.,St.Cloud,MN Form AGCO-RESI-TX 9/25/2003 Together with all rights, easements, appurtenances, royalties, mineral rights, oil and gas rights, crops, timber, all diversion payments or third party payments made to crop producers, all water and riparian rights, wells, ditches, reservoirs, and water stock and all existing and future improvements, structures, fixtures, and replacements that may now, or at any time in the future, be part of the real estate described above (all referred to as "Property"). 3. SECURED DEBT AND FUTURE ADVANCES. The term "Secured Debt" is defined as follows: A. Debt incurred under the terms of all promissory note(s), contract(s), guaranty(ies) or other evidence of debt described below and all their extensions, renewals, modifications or substitutions. (When referencing the debts below it is suggested that you include items such as borrowers'names, note amounts, interest rates, maturity dates, etc.) B. All future advances from Lender to Grantor or other future obligations of Grantor to Lender under any promissory note, contract, guaranty, or other evidence of debt existing now or executed after this Security Instrument whether or not this Security Instrument is specifically referenced. If more than one person signs this Security Instrument, each Grantor agrees that this Security Instrument will secure all future advances and future obligations that are given to or incurred by any one or more Grantor, or any one or more Grantor and others. All future advances and other future obligations are secured by this Security Instrument even though all or part may not yet be advanced. All future advances and other future obligations are secured as if made on the date of this Security Instrument. Nothing in this Security Instrument shall constitute a commitment to make additional or future loans or advances in any amount. Any such commitment must be agreed to in a separate writing. C. All obligations Grantor owes to Lender, which now exist or may later arise, to the extent not prohibited by law, including, but not limited to, liabilities for overdrafts relating to any deposit account agreement between Grantor and Lender. D. All additional sums advanced and expenses incurred by Lender for insuring, preserving or otherwise protecting the Property and its value and any other sums advanced and expenses incurred by Lender under the terms of this Security Instrument. This Security Instrument will not secure any other debt if Lender fails to give any required notice of the right of rescission. 4. PAYMENTS. Grantor agrees that all payments under the Secured Debt will be paid when due and in accordance with the terms of the Secured Debt and this Security Instrument. 5. WARRANTY OF TITLE. Grantor warrants that Grantor is or will be lawfully seized of the estate conveyed by this Security Instrument and has the right to irrevocably grant, convey and sell the Property to Trustee, in trust, with power of sale. Grantor also warrants that the Property is unencumbered, except for encumbrances of record and any encumbrances expressly approved by Lender in writing. 6. PRIOR SECURITY INTERESTS. With regard to any other mortgage, deed of trust, security agreement or other lien document that created a prior security interest or encumbrance on the Property, Grantor agrees: A. To make all payments when due and to perform or comply with all covenants. B. To promptly deliver to Lender any notices that Grantor receives from the holder. C. Not to allow any modification or extension of, nor to request any future advances under any note or agreement secured by the lien document without Lender's prior written consent. 7. CLAIMS AGAINST TITLE. Grantor will pay all taxes, assessments, liens, encumbrances, lease payments, ground rents, utilities, and other charges relating to the Property when due. Lender may require Grantor to provide to Lender copies of all notices that such amounts are due and the receipts evidencing Grantor's payment. Grantor will defend title to the Property against any claims that would impair the lien of this Security Instrument. To the extent permitted by law, Grantor agrees to assign to Lender, as requested by Lender, any rights, claims or defenses Grantor may have against parties who supply labor or materials to maintain or improve the Property. 8. DUE ON SALE OR ENCUMBRANCE. Lender may, at its option, declare the entire balance of the Secured Debt, less any unearned charges; to be-immediately due and payable upon the creation of, or contract for the creation of, any lien, encumbrance, transfer or sale of the Property. This right is subject to the restrictions imposed by federal law (12 C.F.R. 591), as applicable. This covenant shall run with the Property and shall remain in effect until the Secured Debt is paid in full and this Security Instrument is released. 9. TRANSFER OF AN INTEREST IN THE GRANTOR. If Grantor is an entity other than a natural person (such as a corporation or other organization), Lender may demand immediate payment if: A. A beneficial interest in Grantor is sold or transferred. B. There is a change in either the identity or number of members of a partnership or similar entity. C. There is a change in ownership of more than 25 percent of the voting stock of a corporation or similar entity. However, Lender may not demand payment in the above situations if it is prohibited by law as of the date of this Security Instrument. (page 2 of 9) Fj(�® ©1994,2001 Bankers Systems,Inc.,St.Cloud,MN Form AGCO-RESI-TX 9/25/2003 10. ENTITY WARRANTIES AND REPRESENTATIONS. If Grantor is an entity other than a natural person (such as a corporation or other organization), Grantor makes to Lender the following warranties and representations which shall continue as long as the Secured Debt remains outstanding: A. Grantor is duly organized and validly existing in the Grantor's state of incorporation or organization. Grantor is in good standing in all states in which Grantor transacts business. Grantor has the power and authority to own the Property and to carry on its business as now being conducted and, as applicable, is qualified to do so in each state in which Grantor operates. B. The execution, delivery and performance of this Security Instrument by Grantor and the obligation evidenced by the Secured Debt are within the power of Grantor, have been duly authorized, have received all necessary governmental approval, and will not violate any provision of law, or order of court or governmental agency. C. Other than previously disclosed in writing to Lender, Grantor has not changed its name within the last ten years and has not used any other trade or fictitious name. Without Lender's prior written consent, Grantor does not and will not use any other name and will preserve its existing name, trade names and franchises until the Secured Debt is satisfied. 11. PROPERTY CONDITION, ALTERATIONS AND INSPECTION. Grantor will keep the Property in good condition and make all repairs that are reasonably necessary. Grantor shall not commit or allow any waste, impairment, or deterioration of the Property. Grantor will keep the Property free of noxious weeds and grasses. Grantor agrees that the nature of the occupancy and use will not substantially change without Lender's prior written consent. Grantor will not permit any change in any license, restrictive covenant or easement without Lender's prior written consent. Grantor will notify Lender of all demands, proceedings, claims, and actions against Grantor, and of any loss or damage to the Property. No portion of the Property will be removed, demolished or materially altered without Lender's prior written consent except that Grantor has the right to remove items of personal property comprising a part of the Property that become worn or obsolete, provided that such personal property is replaced with other personal property at least equal in value to the replaced personal property, free from any title retention device, security agreement or other encumbrance. Such replacement of personal property will be deemed subject to the security interest created by this Security Instrument. Grantor shall not partition or subdivide the Property without Lender's prior written consent. Lender or Lender's agents may, at Lender's option, peaceably enter the Property at any reasonable time for the purpose of inspecting the Property. Lender shall give Grantor notice at the time of or before an inspection specifying a reasonable purpose for the inspection. Any inspection of the Property shall be entirely for Lender's benefit and Grantor will in no way rely on Lender's inspection. 12. AUTHORITY TO PERFORM. If Grantor fails to perform any duty or any of the covenants contained in this Security Instrument, Lender may, without notice unless otherwise required by law, perform or cause them to be performed. Grantor appoints Lender as attorney in fact to sign Grantor's name or pay any amount necessary for performance to the extent permitted by law. Lender's right to perform for Grantor shall not create an obligation to perform, and Lender's failure to perform will not preclude Lender from exercising any of Lender's other rights under the law or this Security Instrument to the extent permitted by law. If any construction on the Property is discontinued or not carried on in a reasonable manner, Lender may take all steps necessary to protect Lender's security interest in the Property, including completion of the construction. 13. ASSIGNMENT OF LEASES AND RENTS. Grantor absolutely, unconditionally, irrevocably and immediately assigns, grants and conveys to Lender all the right, title and interest in the following (Property). A. Existing or future leases, subleases, licenses, guaranties and any other written or verbal agreements for the use and occupancy of the Property, including but not limited to, any extensions, renewals, modifications or replacements (Leases). B. Rents, issues and profits, including but not limited to, security deposits, minimum rents, percentage rents, additional rents, common area maintenance charges,' parking charges, real estate taxes, other applicable taxes, insurance premium contributions, liquidated damages following default, cancellation premiums, "loss of rents" insurance, guest receipts, revenues, royalties, proceeds, bonuses, accounts, contract rights, general intangibles, and all rights and claims which Grantor may have that in any way pertain to or are on account of the use or occupancy of the whole or any part of the Property (Rents). In the event any item listed as Leases or Rents is determined to be personal property, this Assignment will also be regarded as a security agreement. Grantor will promptly provide Lender with copies of the Leases and will certify these Leases are true and correct copies. The existing Leases will be provided on execution of the Assignment, and all future Leases and any other information with respect to these Leases will be provided immediately after they are executed. Lender grants Grantor a revocable license to collect, receive, enjoy and use the Rents as long as Grantor is not in default. Grantor's default automatically and immediately revokes this license. Grantor will not collect in advance any Rents due in future lease periods, unless Grantor first obtains Lender's written consent. Amounts collected will be applied at Lender's discretion to the Secured Debts, the costs of managing, protecting and preserving the Property, and other necessary expenses. Upon default, Grantor will receive any Rents in trust for Lender and Grantor will not commingle the Rents with any other funds. When Lender so directs, Grantor will endorse and deliver any payments of Rents from the Property to Lender. Grantor agrees that Lender will not be considered to be a mortgagee-in-possession by executing this Security Instrument or by collecting or receiving payments on the Secured Debts, but only may become a mortgagee-in-possession after Grantor's license to collect, receive, enjoy and use the Rents is revoked by Lender or automatically revoked on Grantor's default, and Lender takes actual possession of the Property. Consequently, until Lender takes actual possession of the Property, Lender is not obligated to perform'or discharge any obligation of Grantor under the Leases, appear in or defend any action or proceeding relating to the Rents, the Leases or the Property, or be liable in any way for any injury or damage to any person or property sustained in or about the Property. Grantor agrees that this Security Instrument is immediately effective between Grantor and Lender and effective as to third parties on the recording of this Assignment. (Page 3 or 9) � 0 ©1994,2001 Bankers Systems,Inc..St.Cloud,MN Form AGCO-REST-TX 9/25/2003 As long as this Assignment is in effect, Grantor warrants and represents that no default exists under the Leases, and the parties subject to the Leases have not violated any applicable law on leases, licenses and landlords and tenants. Grantor, at its sole cost and expense, will keep, observe and perform, and require all other parties to the Leases to comply with the Leases and any applicable law. If Grantor or any party to the Lease defaults or fails to observe any applicable law, Grantor will promptly notify Lender. If Grantor neglects or refuses to enforce compliance with the terms of the Leases, then Lender may, at Lender's option, enforce compliance. Grantor will not sublet, modify, extend, cancel, or otherwise alter the Leases, or accept the surrender of the Property covered by the Leases (unless the Leases so require) without Lender's consent. Grantor will not assign, compromise, subordinate or encumber the Leases and Rents without Lender's prior written consent. Lender does not assume or become liable for the Property's maintenance, depreciation, or other losses or damages when Lender acts to manage, protect or preserve the Property, except for losses and damages due to Lender's gross negligence or intentional torts. Otherwise, Grantor will indemnify Lender and hold Lender harmless for all liability, loss or damage that Lender may incur when Lender opts to exercise any of its remedies against any party obligated under the Leases. 14. LEASEHOLDS; CONDOMINIUMS; PLANNED UNIT DEVELOPMENTS. Grantor agrees to comply with the provisions of any lease if this Security Instrument is on a leasehold. If the Property includes a unit in a condominium or a planned unit development, Grantor will perform all of Grantor's duties under the covenants, by-laws, or regulations of the condominium or planned unit development. 15. DEFAULT. Grantor will be in default if any of the following occur: A. Any party obligated on the Secured Debt fails to make payment when due; B. A breach of any term or covenant in this Security Instrument or any other document executed for the purpose of creating, securing or guarantying the Secured Debt; C. The making or furnishing of any verbal or written representation, statement or warranty to Lender that is false or incorrect in any material respect by Grantor or any person or entity obligated on the Secured Debt; D. The death, dissolution, or insolvency of, appointment of a receiver for, or application of any debtor relief law to, Grantor or any other person or entity obligated on the Secured Debt; E. A good faith belief by Lender at any time that Lender is insecure with respect to any person or entity obligated on the Secured Debt or that the prospect of any payment is impaired or the value of the Property is impaired; F. A material adverse change in Grantor's business including ownership, management, and financial conditions, which Lender in its opinion believes impairs the value of the Property or repayment of the Secured Debt; or G. Any loan proceeds are used for a purpose that will contribute to excessive erosion of highly erodible land or to the conversion of wetlands to produce an agricultural commodity, as further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M. 16. REMEDIES ON DEFAULT. In some instances, federal and state law will require Lender to provide Grantor with notice of the right to cure, or other notices and may establish time schedules for foreclosure actions. Subject to these limitations, if any, Lender may accelerate the Secured Debt and foreclose this Security Instrument in a manner provided by law if Grantor is in default. At the option of Lender, all or any part of the agreed fees and charges, accrued interest and principal shall become immediately due and payable, after giving notice if required by law, upon the occurrence of a default or anytime thereafter. In addition, Lender shall be entitled to all the remedies provided by law, the terms of the Secured Debt, this Security Instrument and any related documents, including without limitation, the power to sell the Property. In the event of default, it shall be the duty of the Trustee, at the request of Lender (which request is hereby conclusively presumed), to invoke power of sale as required by Section 51.002 of the Texas Property Code, as then amended. Trustee shall advertise and sell the Property as a whole or in separate parcels at public auction to the highest bidder for cash and convey indefeasible title to the Property with covenants of general warranty. Trustee shall give notice of sale including the time, terms and place of sale and a description of the Property to be sold as required by the applicable law in effect at the time of the proposed sale. To the extent permitted by law, a mortgage servicer on behalf of Lender may manage information regarding Grantor's last known address, appoint a trustee or substitute trustee, including, without limitation, a perpetual substitute trustee, and administer all aspects of a foreclosure as authorized in this Security Instrument or by applicable law. Lender may include, without limitation, a book entry system to the extent permitted by law. Upon sale of the Property and to the extent not prohibited by law, Trustee shall make and deliver a deed to the Property sold which conveys indefeasible title to the purchaser, without warranty or with covenants or special or general warranty from Grantor as determined by the Trustee, and after first paying all fees, charges and costs, shall pay to Lender all moneys advanced for repairs, taxes, insurance, liens, assessments and prior encumbrances and interest thereon, and the principal and interest on the Secured Debt, paying the surplus, if any, to Grantor. Lender may purchase the Property. The recitals in any deed of conveyance shall be prima facie evidence of the facts set forth therein to the extent permitted by law. All remedies are distinct, cumulative and not exclusive, and the Lender is entitled to all remedies provided at law or equity, whether or not expressly set forth to the extent permitted by law. The acceptance by Lender of any sum in payment or partial payment on the Secured Debt after the balance is due or is accelerated or after foreclosure proceedings are filed shall not constitute a waiver of Lender's right to require full and complete cure of any existing default to the extent permitted by law. By not exercising any remedy on Grantor's default, Lender does not waive Lender's right to later consider the event a default if it continues or happens again to the extent permitted by law. (page 4 o/9) ® (c)1994,2001 Bankers Systems,Inc.,St.Cloud,MN Fotm AGCO-RESI-Tx 9/25/2003 17. FORECLOSURE. In the event a foreclosure under power of sale should be commenced by the Trustee, Lender may at any time before the sale of the Property direct the Trustee to abandon the sale, and may then institute suit for the collection of the Secured Debt and for the foreclosure of the lien of this Security Instrument. It is further agreed that if Lender should institute a suit for the collection of the Secured Debt, and for a foreclosure of the lien of this Security Instrument, that Lender may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee to sell the Property in accordance with the provisions of this Security Instrument. Lender, if it is the highest bidder, shall have the right to purchase at any sale of the Property, and to have the amount for which such Property is sold credited on the Secured Debt. 18. EXPENSES; ADVANCES ON COVENANTS; ATTORNEYS' FEES; COLLECTION COSTS. Except when prohibited by law, Grantor agrees to pay all of Lender's expenses if Grantor breaches any covenant in this Security Instrument. Grantor will also pay on demand any amount incurred by Lender for insuring, inspecting, preserving or otherwise protecting the Property and Lender's security interest. These expenses will bear interest from the date of the payment until paid in full at the highest interest rate in effect as provided in the terms of the Secured Debt. Grantor agrees to pay all costs and expenses incurred by Lender in collecting, enforcing or protecting Lender's rights and remedies under this Security Instrument. This amount may include, but is not limited to, attorneys' fees, court costs, and other legal expenses. This Security Instrument shall remain in effect until released. Grantor agrees to pay for any recordation costs of such release. 19. ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES. As used in this section, (1) Environmental Law means, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, 42 U.S.C. 9601 at seq.), all other federal, state and local laws, regulations, ordinances, court orders, attorney general opinions or interpretive letters concerning the public health, safety, welfare, environment or a hazardous substance; and (2) Hazardous Substance means any toxic, radioactive or hazardous material, waste, pollutant or contaminant which has characteristics which render the substance dangerous or potentially dangerous to the public health, safety, welfare or environment. The term includes, without limitation, any substances defined as "hazardous material," "toxic substances," "hazardous waste" or "hazardous substance" under any Environmental Law. Grantor represents, warrants and agrees that: A. Except as previously disclosed and acknowledged in writing to Lender, no Hazardous Substance has been, is, or will be located, transported, manufactured, treated, refined, or handled by any person on, under or about the Property, except in the ordinary course of business and in strict compliance with all applicable Environmental Law. B. Except as previously disclosed and acknowledged in writing to Lender, Grantor has not and will not cause, contribute to, or permit the release of any Hazardous Substance on the Property. C. Grantor will immediately notify Lender if (1) a release or threatened release of Hazardous Substance occurs on, under or about the Property or migrates or threatens to migrate from nearby property; or (2) there is a violation of any Environmental Law concerning the Property. In such an event, Grantor will take all necessary remedial action in accordance with Environmental Law. D. Except as previously disclosed and acknowledged in writing to Lender, Grantor has no knowledge of or reason to believe there is any pending or threatened investigation, claim, or proceeding of any kind relating to (1) any Hazardous Substance located on, under or about the Property; or (2) any violation by Grantor or any tenant of any Environmental Law. Grantor will immediately notify Lender in writing as soon as Grantor has reason to believe there is any such pending or threatened investigation, claim, or proceeding. In such an event, Lender has the right, but not the obligation, to participate in any such proceeding including the right to receive copies of any documents relating to such proceedings. E. Except as previously disclosed and acknowledged in writing to Lender, Grantor and every tenant have been, are and shall remain in full compliance with any applicable Environmental Law. F. Except as previously disclosed and acknowledged in writing to Lender, there are no underground storage tanks, private dumps or open wells located on or under the Property and no such tank, dump or well will be added unless Lender first consents in writing. G. Grantor will regularly inspect the Property, monitor the activities and operations on the Property, and confirm that all permits, licenses or approvals required by any applicable Environmental Law are obtained and complied with. H. Grantor will permit, or cause any tenant to permit, Lender or Lender's agent to enter and inspect the Property and review all records at any reasonable time to determine (1) the existence, location and nature of any Hazardous Substance on, under or about the Property; (2) the existence, location, nature, and magnitude of any Hazardous Substance that has been released on, under or about the Property; or (3) whether or not Grantor and any tenant are in compliance with applicable Environmental Law. I. Upon Lender's request and at any time, Grantor agrees, at Grantor's expense, to engage a qualified environmental engineer to prepare an environmental audit of the Property and to submit the results of such audit to Lender. The choice of the environmental engineer who will perform such audit is subject to Lender's approval. J. Lender has the right, but not the obligation, to perform any of Grantor's obligations under this section at Grantor's expense. K. As a consequence of any breach of any representation, warranty or promise made in this section, (1) Grantor will indemnify and hold Lender and Lender's successors or assigns harmless from and against all losses, claims, demands, liabilities, damages, cleanup, response and remediation costs, penalties and expenses, including without limitation all costs of litigation and attorneys' fees, which Lender and Lender's successors or assigns may sustain; and (2) at Lender's discretion, Lender may release this Security Instrument and in return Grantor will provide Lender with collateral of at least equal value to the Property secured by this Security Instrument without prejudice to any of Lender's rights under this Security Instrument. L. Notwithstanding any of the language contained in this Security Instrument to the contrary, the terms of this section shall survive any foreclosure or satisfaction of this Security Instrument regardless of any passage of title to Lender or any disposition by Lender of any or all of the Property. Any claims and defenses to the contrary are hereby waived. /page 5 of 9) iEkJSL� ® ©1994,2001 Bankers Systems,Inc.,St.Cloud,MN Form AGCO-RESI-Tx 0/25/2003 20. CONDEMNATION. Grantor will give Lender prompt notice of any pending or threatened action, by private or public entities to purchase or take any or all of the Property through condemnation, eminent domain, or any other means. Grantor authorizes Lender to intervene in Grantor's name in any of the above described actions or claims to the extent permitted by law. Grantor assigns to Lender the proceeds of any award or claim for damages connected with a condemnation or other taking of all or any part of the Property to the extent permitted by law. Such proceeds shall be considered payments and will be applied as provided in this Security Instrument. This assignment of proceeds is subject to the terms of any prior mortgage, deed of trust, security agreement or other lien document. 21. ESCROW FOR TAXES AND INSURANCE. Unless otherwise provided in a separate agreement, Grantor will not be required to pay to Lender funds for taxes and insurance in escrow. 22. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Grantor will provide to Lender upon request, any financial statement or information Lender may deem reasonably necessary. Grantor agrees to sign, deliver, and file any additional documents or certifications that Lender may consider necessary to perfect, continue, and preserve Grantor's obligations under this Security Instrument and Lender's lien status on the Property. 23. JOINT AND INDIVIDUAL LIABILITY; CO-SIGNERS; SUCCESSORS AND ASSIGNS BOUND. All duties under this Security Instrument are joint and individual. If Grantor signs this Security Instrument but does not sign an evidence of debt, Grantor does so only to mortgage Grantor's interest in the Property to secure payment of the Secured Debt and Grantor does not agree to be personally responsible regarding the Secured Debt. If this Security Instrument secures a guaranty between Lender and Grantor, Grantor agrees to waive any rights that may prevent Lender from bringing any action or claim against Grantor or any party indebted under the obligation. These rights may, to the extent permitted by law, include, but are not limited to, any anti-deficiency or one-action laws. Grantor agrees that Lender and any party to this Security Instrument may extend, modify or make any change in the terms of this Security Instrument or any evidence of debt without Grantor's consent. Such a change will not release Grantor from the terms of this Security Instrument. The duties and benefits of this Security Instrument shall bind and benefit the successors and assigns of Grantor and Lender. 24. APPLICABLE LAW; SEVERABILITY; INTERPRETATION. This Security Instrument is governed by the laws of the jurisdiction in which Lender is located, except to the extent otherwise required by the laws of the jurisdiction where the Property is located. This Security Instrument is complete and fully integrated. This Security Instrument may not be amended or modified by oral agreement. Any section in this Security Instrument, attachments, or any agreement related to the Secured Debt that conflicts with applicable law will not be effective, unless that law expressly or impliedly permits the variations by written agreement. If any section of this Security Instrument cannot be enforced according to its terms, that section will be severed and will not affect the enforceability of the remainder of this Security Instrument. Whenever used, the singular shall include the plural and the plural the singular. The captions and headings of the sections of this Security Instrument are for convenience only and are not to be used to interpret or define the terms of this Security Instrument. Time is of the essence in this Security Instrument. 25. SUCCESSOR TRUSTEE. Lender, at Lender's option, may from time to time remove Trustee and appoint a successor trustee without any other formality than the designation in writing. The successor trustee, without conveyance of the Property, shall succeed to all the title, power and duties conferred upon Trustee by this Security Instrument and applicable law. 26. NOTICE. Unless otherwise required by law, any notice shall be given by delivering it or by mailing it by first class mail to the appropriate party's address on page 1 of this Security Instrument, or to any other address designated in writing. Notice to one grantor will be deemed to be notice to all grantors. 27. LEGAL COMPLIANCE. It is the intention of Grantor and Lender to comply with applicable law. In each and every instance, the rights of Grantor and Lender shall be limited by applicable law Ito the extent such laws may not be effectively waived), construed so as to comply with such laws, and the rights of the Grantor and Lender may not be exercised except to the extent permitted by applicable law. In no event shall any provision of this Security Instrument or the Secured Debt, charge or receipt ever obligate Grantor to pay, or allow Lender to collect, interest or other charges on the Secured Debt at a rate or amount greater than the maximum rate or amount permitted by applicable law. In the event that any law is interpreted so that any contract, charge or receipt violates such law by reason of the acceleration of the Secured Debt or other contingency or even whatsoever, such contract, charge or receipt is hereby automatically adjusted to eliminate such violation. To the extent permitted by law, any amounts paid to Lender in excess of the amounts permitted by applicable law shall, at Lender's option, be applied to reduce amounts owed or owing or refunded to Grantor. If a refund reduces principal, the reduction will be treated as a partial prepayment. To the extent permitted by law, any curative measures made by Lender shall further absolve Lender of any liability regarding the same. All contracts, charges and receipts between Grantor and Lender are expressly limited so that any loan charges or fees (other than interest) contracted for, charged or received with respect to Grantor, any owner or the spouse of any owner of the Property in connection with the origination, evaluation, maintenance, recording, insuring or servicing of the Secured Debt shall not exceed, in the aggregate, the highest amount allowed by applicable law. 28. WAIVERS. Except to the extent prohibited by law, Grantor waives all appraisement relating to the Property. 29. U.C.C. PROVISIONS. If checked, the following are applicable to, but do not limit, this Security Instrument: Construction Loan. This Security Instrument secures an obligation incurred for the construction of an improvement on the Property. (Peg.6 of 9) E5<15��® C 1994,2001 Bankers Systems,Inc.,St.Cloud,MN Form AGCO-RESI-Tx 9/25/2003 ❑ Fixture Filing. Grantor grants to Lender a security interest in all goods that Grantor owns now or in the future and that are or will become fixtures related to the Property. ❑ Crops; Timber; Minerals; Rents, Issues and Profits. Grantor grants to Lender a security interest in all crops, timber, and minerals located on the Property as well as all rents, issues, and profits of them including, but not limited to, all Conservation Reserve Program (CRP) and Payment in Kind {PIK) payments and similar governmental programs (all of which shall also be included in the term "Property"), ❑ Personal Property. Grantor grants to Lender a security interest in all personal property located on or connected with the Property, including all farm products, inventory, equipment, accounts, documents, instruments, chattel paper, general intangibles, and all other items of personal property Grantor owns now or in the future and that are used or useful in the construction, ownership, operation, management, or maintenance of the Property (all of which shall also be included in the term "Property"). The term "personal property" specifically excludes that property described as "household goods" secured in connection with a "consumer" loan as those terms are defined in applicable federal regulations governing unfair and deceptive credit practices. ❑ Filing As Financing Statement. Grantor agrees and acknowledges that this Security Instrument also suffices as a financing statement and any carbon, photographic or other reproduction may be filed of record for purposes of Article 9 of the Uniform Commercial Code. 30.COLLATERAL PROTECTION INSURANCE NOTICE AND REQUIREMENTS. Grantor agrees to maintain insurance as follows: A. Grantor shall keep the Property insured against loss by fire, flood, theft and other hazards and risks reasonably associated with the Property due to its type and location. Grantor must maintain this insurance in the amounts and for the periods that Lender reasonably requires, but in no event in excess of the replacement cost of the improvements. Grantor may furnish required insurance coverage through an existing policy of insurance that is owned or controlled by Grantor or may obtain required insurance through any insurance company authorized to do business in Texas or an eligible surplus lines insurer to the extent permitted by law, subject to Lender's approval, which shall not be unreasonably withheld. The insurance must name Lender as loss payee under the policy. Grantor must deliver a copy of the insurance and proof of payment to Grantor. Lender's requirements for property insurance may change during the term of the Secured Debt to the extent permitted by law. If Grantor fails to meet any of these requirements, Lender may, to the extent permitted by law, but is not required to, obtain at Grantor's expense insurance that will cover either the replacement cost of the improvements or the amount of the unpaid indebtedness if less, subject to policy limits. To the extent permitted by law, amounts expended together with interest on such amounts and other charges actually incurred shall be due and payable upon demand or as otherwise permitted by applicable law. Grantor acknowledges that the cost of insurance coverage obtained by Lender might be significantly greater than the cost of insurance Grantor could have obtained. All insurance policies and renewals shall be acceptable to Lender and shall include a standard "mortgage clause" and, where applicable, "loss payee clause." Grantor shall immediately notify Lender of cancellation or termination of the insurance. Lender shall have the right to hold the policies and renewals. If Lender requires, Grantor shall immediately give to Lender all receipts of paid premiums and renewal notices. Upon loss, Grantor shall give immediate notice to the insurance carrier and Lender. Lender may make proof of loss if not made immediately by Grantor. Unless otherwise agreed in writing, all insurance proceeds shall be applied to the restoration or repair of the Property or to the Secured Debt, whether or not then due, at Lender's option. Any application of proceeds to principal shall not extend or postpone the due date of the scheduled payment nor change the amount of any payment to the extent permitted by law. Any excess will be paid to the Grantor. If the Property is acquired by Lender, Grantor's right to any insurance policies and proceeds resulting from damage to the Property before the acquisition shall pass to Lender to the extent of the Secured Debt immediately before the acquisition to the extent permitted by law. B. Grantor agrees to maintain comprehensive general liability insurance naming Lender as an additional insured in an amount acceptable to Lender, insuring against claims arising from any accident or occurrence in or on the Property. C. Grantor agrees to maintain rental loss or business interruption insurance, as required by Lender, in an amount equal to at least coverage of one year's debt service, and required escrow account deposits (if agreed to separately in writing), under a form of policy acceptable to Lender. ❑ Notice Regarding Junior-Lien Transactions. Required property insurance being sold by or through the Lender in connection with closing is at a premium or rate of charge not fixed or approved by the State Board of Insurance. 31. OTHER TERMS, If checked, the following are applicable to this Security Instrument: ❑ Line of Credit. The Secured Debt includes a revolving line of credit provision. Although the Secured Debt may be reduced to a zero balance, this Security Instrument will remain in effect until released. ❑ Agricultural Property. Grantor covenants and warrants that the Property will be used principally for agricultural or farming purposes and that Grantor is an individual or entity allowed to own agricultural land as specified by law. ❑ Separate Assignment. The Grantor has executed or will execute a separate assignment of leases and rents. If the separate assignment of leases and rents is properly executed and recorded, then the separate assignment will supersede this Security Instrument's "Assignment of Leases and Rents" section. (page 7 of 9) ® 01994,2001 Bankers Systems,Inc.,St.Cloud,MN Form AGCO-REST-Tx 9/25/2003 Additional Terms. if Grantor is in default under any term or covenant of the Lease between Grantor and the City of FortiWorth on the property described in Exhibit A attached hereto, then such default shall constitute a default under the terms of this Deed of Trust and the Note it secures. SIGNATURES: By signing below, Grantor agrees to the terms and covenants contained in this Security Instrument and in any attachments. Grantor also acknowledges receipt of a copy of this Security Instrument on the date stated on page 1. THIS WRITTEN LOAN AGREEMENT 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. The parties' signatures below indicate agreement with the statements contained within this box. Entity Name: (Signature) (Date) (Signature) (Date) (Signature) (Date) (Signature) (Date) EX?5 iL, % ©1994,2001 Bankers Systems,Inc.,St.Ctoud,MN Form AGCQ-REST TX 9/2512003 (page 8 o/9) ACKNOWLEDGMENT: STATE OF COUNTY OF (hidW.d-1) This instrument was acknowledged before me this day of by My commission expires: (Notary Public) STATE OF COUNTY OF — } ss. orEnsye This instrument was acknowledged before me this day of Ackri—ledom-0 by (Title(s)) of (Name of Business or Entity) a on behalf of the business or entity. My commission expires: (Notary Public) /page 9 of 9) ® ©1994,2001 Bankers Systems,Inc.,St.Cloud,MN Form AGCO-REST-TX 9/25/2003 Subrogation Certificate Date: , 2005 Landlord: City of Fort Worth Landlord's Mailing Address: Tenant: Spinks Air Associates, LLC Tenant's Mailing Address: 1215 Pomona Road, Suite D, Corona, California 92882 Lender: Citizens National Bank in Waxahachie Lender's Mailing Address: P. O. Box 717, Waxahachie, Texas 75168 Premises: See Exhibit A attached hereto. Tenant occupies the Premises under a lease from Landlord and maintains on the Premises personal property that Lender has a security interest in, and Deed of Trust lien on. For valuable consideration, Landlord subrogates to the Lender its rights to maintain or enforce a statutory or contractual landlord's lien, security interest, or any other claim against the hanger construction or building contents to the construction loan lender. This subrogation binds Landlord's heirs and successors and inures to the benefit of Lender and its successors and assigns. The creation of Deed of Trust liens against the above described premises is in the furtherance.of this lease and is consented to by Landlord in favor of Citizens National Bank in Waxahachie and its assigns. These liens in favor of Citizens National Bank in Waxahachie shall not be considered a term of default under this lease. This subrogation is for the existing construction lien; if additional funds are loaned to the tenant, this subrogation shall be ineffective to such additional loan amount unless an additional agreement is signed by the Landlord. Tenant certifies to Citizens National Bank in Waxahachie that: 1. Tenant has accepted and is in possession of the Premises. 2. Neither Landlord nor Tenant is in default in the performance of the Lease. 3. No rent under the Lease has been paid more than thirty days in advance of its due date. 4. Tenant, as of this date, has no claim of offset against the rent. 5. Tenant understands that Citizens National Bank in Waxahachie is relying on the representations in this certificate. 6. The current monthly base rent is $ _per The next payment is due on 7. The lease is valid, enforceable and unmodified. Tenant has requested Lender to make a loan to be secured by the Premises, and Lender has agreed that the liens securing the note evidencing Lender's loan will be subordinate to the lease between Landlord and Tenant. As a condition to making Lender's loan, however, Lender requires Landlord to verify the following information concerning the Lease. Landlord understands that Lender will rely on this information in connection with the closing of Lender's loan. 1. Landlord certifies to Lender the following: a. A true copy of the Lease is attached as Exhibit A. b. The Lease has not been renewed, extended, modified or amended. C. Landlord is the present owner and holder of the Premises in the Lease. d. All amounts required to be paid as of date under the terms of the Lease and any amount or.term in collateral documents have been paid or performed in full. e. No default exists under the terms of the Lease or any other collateral documents. 2. Landlord agrees that Lender's loan will not cause the Lease to be in default. 3. Landlord agrees to give Lender written notice of breach of the Lease not less than thirty(30) days before any termination of the Lease. Any notice required or permitted under this agreement must be in writing. Any notice required by this agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this agreement. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. 4. Landlord agrees to accept payments on the Lease from Lender. 5, If Landlord transfers the Lease to any other party, Landlord agrees to notify the transferee of the terms of this subrogation certificate and obtain the transferee's consent to its terms and conditions which will not be unreasonable withheld. Both Landlord and Tenant agree to comply in a timely manner with all terms of this Lease and with all laws, rules, regulations or ordinances of any governmental entity as stated in the lease. All notices under the Lease shall be given by certified mail, return receipt requested to the addressee of the signatures hereto stated below. CITIZENS NATIONAL BANK IN WAXAHACHIE By: Tommy n, Sr. Vice President SPINKS A A TES, LL By ane 1 D. Clendena CITY OF FORT WORTH By: Printed Name: Title: ATTEST: By: Printed Name: Title: APPROVED AS TO FORMAN AND LEGALITY: By: Printed Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the i day of , 2005, by Tommy Hamilton, Senior Vice President of Citizens National Bank in Waxahachie, on behalf of said Bank and in the capacity therein stated. Notary Public, State of Texas STATE OF TEXAS COUNTY OF -FQ.r rnr�� This instrument was acknowledged before me on the aU day of ily Jq ,2005, by Darrell D. Clendenen, Managing Member of Spinks Air Associates, LLC, a Texas hTfifted liability company, on behalf of said company and in the capacity therein stated. CAFIAIE ANNj Or e+ NolarySTATE OFNotary Public, State of Texas My Comm.ExD• STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of , 2005, by of the City of Forth Worth, on behalf of said City and in the capacity therein stated. Notary Public, State of Texas A SURVEY OF A PORTION OF FORT WORTH SPINKS AIRPORT LEGAL DESCRIPTION: BUNG o Tract of Land Situated in the Hiram Little Survey, Abslrnr.t No. 930, and Being A Portion of Block 4, of the Fort Worth Spinks Airport, Cabinet A, Slide 353, plot Records, Tarrant County, Texas, and Reing More Particularly Described by Metes and Bounds as Follows; BEGINNING at the Southwesterly Building Corner of the Subject Properly From Which SPINKS CONTROL MONUMENT NO. 3 Bears North 89'59'44" Wc•at 2.635.87 Feet and South 00'0016" West 31.43 Fret: THENCE North 00'59'49"fast, 317.00 Feet for the Northwesterly Building Corner: THENCE South 09'00'11" East, 52.00 Feet for the Northeasterly Building Corner: THENCE South 00'59'49' West, 317.00 Feet for the Southeasterly Building Corner; THENCE North 89'00'11' West, 52.00 Feet to the POINT OF DEG1NNING and contninlnq 18,484 Square Feel of Land, More or Less. S89'00'1 1"E 52.00' CONCRETE NOTE: COORDINATES AND BEARINGS SHOWN HEREON ARE ON THE TEXAS STATE PLANE COORDINATE SYSTEM, NAD 1927, DISTANCES SHOWN HEREON ARE GROUND DISTANCES. TO CONVERT TO GRID DISTANCES MULTIPLY BY THE COMBINED GRID AND ELEVATION FACTOR OF 0.9998599. FLOOD PLAIN NOTE: ACCORDING TO THE FLOOD INSURANCE RATE MAP N0, 48439CO535 H REVISED 08-02-1995, THIS LOT APPEARS TO BE IN "ZONE X" ARF.AS 0 DETERMINED TO BE OUTSIDE 500 YEAR FLOOD-PLAIN. CONCRETE NQ FORT WORTH SPINKS AIRPORT w d z SCALE: 1" = 60' BLOCK 4 s CABINET "A" SLIDE 353 VEY o (5nn 0930 z ( Lj1�E�0- P� PST r Pg P.O.V. ` B' CONCRETE Saulhr�cl euiJmg corner — 3 N89'59'44"W 2,635.87' bN89'00'1 1"W d SPINKS CONTROL CONCRETE 52.00' MONUMENT NO. 3 N X=2,058,086.96) I, MATf POWELL, REGISTERED PROFES51ONAI LAND SURVEYOR, DO �Y=329,350.90) HEREBY CERTIr Y THAT THE PLAT SHOWN HEREON ACCURATFLY REPRESENTS THL PROPERTY AS DETERMINED BY AN ON THF GROUND SURVEY MADE UNDER MY DIRECTION AND SUPERVISION. THERE ARE !� NO ENCROACHMENTS OR PROTRUSIONS, EXCEPT AS SHOWN, AND ALL N CORNERS ARE AS SHOWN. � d rn , p O 0011 b N Q N N AAA J* 47�IlZ SPINKS CONTROL MONUMENT NO. 2 ��. 7'�C. MATT POWELL '�5 T e'.,4- REGISTERED PROFESSIONAL LAND SUR VFYUR �X=2,058,086.79) `;'v R Y=327,151.16) G1:'4 a:lf1 TEXAS REGISTRATION N0. �i>44 MALT POWELL DATED: s..— . Q �` 5544 p:� •=�0 1 �,r'O pFW ��O`SUIR �� ( ) DENOIt-_S RECORD DATA eodeSy— 12635 WII.O(-.AI WAY SHT. N0, OAfE: 04-24-05 ORAWN: W.B. CHECKED: M.P. PLS M N71005001-01 FT. WORM. Tx 1 OF 1 D Copyright 0 2005 by DFW QUOLSY 9d WdBS:b9 SW? 9Z 'odd 6ZTD-Lbb-LTB: 'DN Xtid 5ulfananS pup-1llam0d: WDNd A SURVEY OF A PORTION OF FORT WORTH SPINKS AIRPORT LEGAL DESCRIPTION: BEING a Tract of Land Situated in the Hiram Little. Survey, Abstrocl No. 930, una Bcing A Portion of Block 4, of the Fort Worth Spinks Airport, Cabinet A. Slide 353, Plot Records, Tarrant County. lexo% and Buing More Particularly Described by Metes and Bounds as Follows; BEGINNING at the Southwesterly Building Corner of the Subject Property From Which SPINKS CONTROL MONUMENT NO. 3 Bears North 89'59'44" West 2,519.27 Feat and Soulh 00'00'16" Weat 39.48 Feet; THENCE North 01'0253" East, 317.00 Feet loi the Northwesterly Building Corner; THENCE south as'57'07" East, 32.00 Feet for the Northeasterly Building Corner; THENCE South 01'02'53" West. 3117.00 Feet for the Southeasterly Building Corner; THENCE North $$'57'07' West, 52.00 Feet to the POINT OF BEGINNING and Containing 16,484 Sq,�arc Feet of Land, More or Less. S88'57'07"E 52.00' CONCRETE NOTE: COORDINATES AND BEARINGS SHOWN HEREON ARE ON THE TEXAS STATE PLANE COORDINATE SYSTEM, NAD 1927, DISTANCES SHOWN HEREON ARE GROUND DISTANCES. TO CONVERT TO GRID DISTANCES MULTIPLY BY THE COMBINED GRID AND ELEVATION FACTOR OF 0.9998699. FLOOD PLAIN NOTE: ACCORDING TO THE FLOOD INSURANCE RATE MAP NO. 48439CO535 H REVISED 08-02-1995, N THIS LOT APPEARS TO BE IN `ZONE X" AREAS O DETERMINED TO BE OUTSIDE 500-YEAR O O FLOOD-PLAIN. CONCRETE M FORT WORTH SPINKS AIRPORT M N .3: SCALE: 1" = 60' BLOCK 4 to N a to CABINET "A" SLIDE 353 z o f2�E� Z r �ITTI i00U93� P.OB.. }m Saeger CONCRETE N89'59'44"W 2,519.27' 3 o� CONCRETE N88'57'07'W w 0 ra'i SPINKS CONTROL 52.00' MONUMENT NO. 3 I, MATT POWELL. REGISTERED PROFESSIONAL LANG) SURVEYOR, DO o X=2,058,086.96) HEREBY CERTIFY THAT THE PLAT SHOWN HEREON ACCURAILLY 350.90) RCPRF•SENTS THE PROPERTY AS DETERMINED BY AN ON THE GROUND ��(=329, SURVEY MADE UNDER MY DIRECTION AND SUPERVISION. THERC ARE NO ENCROACHMENTS OR PROTRUSIONS, EXCEPT AS SHOWN, AND ALL CORNERS ARC AS SHOWN. O aT OO rn 0 0 0) � N r-- ON N A� Z ��—\ SPINKS CONTROL A, 0F• F MATT POWELL MONUMENT N0. 2 P 't s T e'.+ RECISTERCO f RC*ESSIONAL LAND SURVEYOR SaX=2,058,086.79) co G R a'.Ln TEXAS REGISTRATION NO. :5544 v_z � Jrt ta\ ...... ..........oF...... • wL ..rte y'••Fssst°•'-1 ,dih D FW o 'SURDENOTES RECORD DATA (Geodesy 12617 WILDCAT WAY .iF1I'. NO. DATE: 04-26-05 DRAWN: W.B. CHECKED: ALP. Pts JOEI NO.2005001 03 11. WORTH, TX 1 U1- 1 UPyTlght tj 100 by UFW GEODESY 15 Sd WdLS:GO S00Z 92 'jdti 6ZTV-LmD /_ye: ON Xtid Sui6or S pue-1 t lamod: WDad A SURVEY OF A PORTION OF FORT WORTH SPINKS AIRPORT LEGAL DESCRIPTION: BEING o Tract of Land Situoted in the Him— Little Survey, Abstract No. 930. and Being A Portion of Black 4, of the Fort Worth Spinks Airport, Cabinet A, Slide 353, Plat Rucinds. Tarrant County, Texas, and Ileing More Particularly Described by Metes and Bounds as Follow,; BEGINNING of the Southwesterly Building Corner of the Subject Property From Which SPINKS CONTROL MONUMENT NO. 3 Bears North 89'59'44" West 2,380.02 Feet and '3oVth 00'00'16" West 100,95 Feel; THENCE North 00'56'24'East, 232.00 Feet for the Northwesterly Building Corner; THENCE south 89ro3'38" East, 70.40 Feet for the Northeasterly Building Corner; .THENCE south 00'58'24` West, 232.00 feet for the Southeasterly Building Comer; THENCE North 89-03'36' West, 70.40 Feet to the POINT OF BEGINNING and containing 16,333 Square Feet of Land, More or Loss. NOTE: CONCRETE COORDINATES AND BEARINGS SHOWN HEREON S89'03'36"E ARE ON THE TEXAS STATE PLANE COORDINATE 70.40' SYSTEM, NAD 1927, DISTANCES SHOWN HEREON ARE GROUND DISTANCES. TO CONVERT TO GRID DISTANCES MULTIPLY BY THE COMBINED GRID AND ELEVATION FACTOR OF 0.9996699. H FLOOD PLAIN NOTE: M ACCORDING TO THE FLOOD INSURANCE RATE MAP NO. 48439CO535 H REVISED 08-02-1995, d NQ 0 N THIS LOT APPEARS TO BE IN "ZONE X" AREAS to 0 DETERMINED TO BE OUTSIDE 500 YEAR M Z M FLOOD-PLAIN. N Z N CONCRETF L,J FORT WORTH SPINKS AIRPORT tv N SCALE: t" = 60' BLOCK 4 to i n CABINET "A' SLIDE 353 bo �? o Z �o O LE 5Og30 5-1-6t 80d�,Ca11. `a 1 CONC,RF.1E X11100. N-B 1RAC N89'59'44"W 2,380.02' P - N89'03'36"W 70,40' CONCRETE a1� r � 0 o SPINKS CONTROL MONUMENT NO. 3 I, MATT POwELL, REGISTERED PROFESSIONAL LAND SURVEYOR, DO V1 X=2,058,086.96) HEREBY CERTIFY "THAT THE PLAT SHOWN HEREON ACCURATELY �Y=329,350.90) REPRESENTS THE PROPERTY AS DETERMINED HY AN ON 'THE GROUND SURVEY MADE UNDER MY DIRECTION AND SUPERVISION. THERE ARE NO ENCROACHMENTS OR PROTRUSIONS, EXCEPT AS SHOWN, AND At.[- CORNERS LLCORNERS ARE AS SHOWN. Lo(-4 m O m 6 O Ot OO � O - Q N N SPINKS CONTROL �E OF TF MATT POWELL MONUMENT NO. 2 `P.�t s r E�.-� REGISTERED PROFESSIONAL LAND SURVEYOR (X=2,058,086.79) !/j.� o' TEXAS REGISTRATION NO. 5544 Y=327,151.16) MATT POWELL DATED: Da Z •Or_. ° 5544 D 7tio.F5 WS'16 c > R DCNOILS RECORD DATA 1111011"Geodesy 12609 WILDCAT WAY SH T. NO, DATE: 04-26-05 DRANK: W.S. 0iECKED: W.P. PLS JOU NO.2005001-0) rt, wtkiTn, CopyrJok 0 ZUU5 by UFW GLWt7r 14 bd W&S:t7O 5002 92 'adH 62Ib-Lbb-LiB: 'ON XFJ3 6ulFian.rnS 1ue3 I lamod: uoNA FROM :Powell Land Surveying FAX NO. :817-447-4129 Apr. 26 2005 04:56PP1 P2 A SURVEY OF A PORTION OF FORT WORTH SPINKS AIRPORT LEGAL DESCRIPTION: BEING o Trort of I.ono Sllualeo In the Hiram Little Survey. N Abstract No. 030, and Being A Portion of Block 1, of the Fart Worth Spinks Airport. Cabinet A, Slide .35-3, Plot Rocords, Tarrant County, Texas, and Being More Porticularly Described by Metes and [3ound:= Og Follows; BEGINNING of a Point From Which SPINKS CONIROL MONUMENT NO. 3 Beals North $9'59'44" West 2,319.50 Feet and South 00'00'16" West 332.96 Feet; SCALE: 1° 60' THENCE North 00'03'07" East, 300.00 Feet to a Paint; THENCE North 89"56'53' West, 60.00 Feet to a Point; 589'56'53"E 110.00' ILLI THENCE North 00'03'07" East, 60.00 Feet to o Point; O O THENCE South 8956'53" East, 110.00 Feet to a Point; i�r) O 21,600 SQ. FT. Q o HANGAR 4 THENCE South 00'03'07" West, 360.00 Feet to o Point; 2 THENCE North 89'58'53' West, 50.00 Feat to the POINT OF N89'56'53"W BEGINNING and containing 21.600 Square Feet of Land, More or Less. 60.00' NOTE: p COORDINATES AND BEARINGS SHOWN HEREON t7 ARE ON THE TEXAS STA1L PLANE COORDINATE O SYSILM, NAO 1927, DISTANCES SHOWN HEREON to ARE GROUND DISTANCES. t0 CONVERT TO q fr) GRID DISTANCES MULTIPLY BY THE COMBINED o CRID AND ELEVATION FACTOR OF 0.9998699. tj FORT WORTH SPINKS AIRPORT r 0 BLOCK 4 W CABINET "A" SLIDE 353 r, o 0 FLOOD PLAIN NOTE: O ACCORDING TO THE FLOOD INSURANCE RATE MAP NO. 4643000535 H REVISED 08-07-1995. O fHIS LOT APPEARS TO RF IN "ZONE X" AREAS O DETERMINU) TO BE OUTSIDE 500 YEAR Z FLOOD-PLAIN, LE 30 P.O.B.r-- I oIZAr r) ABS N89'59'44"W 2,319.50' N$9'56'53"W N 50.00' O b M SPINKS CONTROL I, MATT POWELL, REGIS'fFRFD PROFESSIONAL LAND SURVEYOR, DO O MONUMENT NO. 3 HEREBY CERTIFY THAT THE PLAT SHOWN HEREON ACCURATELY N RrpRESENTS THE PROPERTY AS DETERMINED BY AN ON THE GROUND MX=2,058,086.96) SURVEY MADE UNDER MY DIRECTION AND SUPERVISION. THERE ARE 329,350.90) NO ENCROACHMCNFS OR PROTRUSIONS, EXCEPT AS SHOWN, AND ALL w .. CORNERS ARE AS SHOWN. (0 CN 0) O Ch c? 0 a) VWWt z cti ni �� OF• r� MATT POWELL —� P• 5 r f •, REGISTERED PROFESSIONAL LAND SURVEYOR SPINKS CONTROL G R tl9N TEXAS REGISTRATION NO. 5544 MONUMENT NO. 2 MA17...POWELL E D4-UP-OS (X=2,058,086.79) ,,, DATED: Y=327,151.16) �f°;p 5544 HiQ. AIN QFW � sURN��o ) DENOTES RECORD DATA (Geodesy 12525 WILDCAT WAY I SHT. N0. 17 DAIS: 04-26-05DRAWN: W.9- CHECKED: UP. PL5 JOB N0.2005001-03 FT. WORTH, TX 1 OF 1 Cupplyl,l In; 1006 by W GUVLbT A SURVEY OF A PORTION OF FORT WORTH SPINKS AIRPORT LEGAL DESIC111111 ION: BEING u TrocL of %and Situated in the Hirom Little Survey, AhslruCt No. 930, and Being A Portion of Block 4, of The Fort Worth Spinks Airport, Cabinet A, Slide 353, Plat Records, Tarrant Counly, Texoa, and Being More Particularly Described by Metes and Bounds as Follows; BEGINNING at o Point From Which SPINKS CONTROL MONUMENT NO. 3 Bears North 89'5944" West 2,139.93 Feet and South 00'00'16" west 333.99 Feel; THENCE North 00'16'18' West, 300.00 Feet to a Point; THENCE South 89'43'44' Eclat, 110.00 Feet to a Point; THENCE South 00'18'16' East. 300.00 Feet to a Point; THENCE North 89'43'44' West, 110.00 Feet to the POINT OF BEGINNING and containing 33,000 Square Feet of Land, More or Less. N89'43'44"E 110.00 NOTE: COORDINATES AND BEARINGS SHOWN HEREON ARE ON THE TEXAS STATE PLANE COORDINATE SYSTEM, NAD 1927, DISTANCES SHOWN HEREON ARE GROUND DISTANCES. TO CONVERT TO GRID DISTANCES MULTIPLY BY THE COMBINED N GRID AND ELEVATION FACTOR OF 0.9998699. FLOOD PLAIN NOTE: O 33,000 SO, FT. O ACCORDING TO THE FLOOD INSURANCE RATE 00 HANGAR 5 O MAP NO. 4843900535 H REVISED 08-02-1995, M M THIS LOT APPEARS TO BE IN "ZONE X" AREAS DETERMINED TO BE OUTSIDE 500 YEAR FLOOD-PLAIN. SCALE: 1" = 60' (O � w FORT WORTH SPINKS AIRPORT rD BLOCK 4 o O CABINET "A" SLIDE 353 z N TSE 5�g30 SIR RA�1 �0 P.Q.B. P� N89'59'44"W 2,139.93' S89'43'44„W cO 110.00, o o,"�j SPINKS CONTROL I, MATT POWELL, REGISTERED PROFESSIONAL LAND St1RVEYOR, DO vJ MONUMENT NO. 3 HEREBY CERTIFY THAT THE PLAT SHOWN HEREON ACCURATELY (X=2,058,086.96) REPRESENTS THE PROPERTY AS DETERMINED BY AN ON THE GROUND Y=329,350.90) SURVEY MADE UNDER MY DIRECTION AND SUPERVISION. THERE ARE NO ENCROACHMENTS OR PROTRUSIONS, EXCEPTAS SHOWN, AND AIJ W CORNERS ARE AS SHOWN. e O N O 00 c7) O O tT A/u - bt z N N << ��, MATT POWELL P '�5 T f• F-r REGISTERED PRUrr'SSIONAL LAND SURVEYOR SPINKS CONTROL rte:�° R�.9 TEXAS REGISTRATION NO. 5544 MONUMENT NO. 2 (X=2,058,086.79) MATT.POWELL DATED: 04'-�•�'��_ (Y=327,151.16) ` P 5544 , i� °FCSS,a DFW ? 'Q Alk SURN ( ) DENOTES RCCORD DATA \(Geodesy 1217 WILDCAT WAY SH f. NO. DATE: 04-26-Oti DRAWN; W,B, C:1?I;GK10; M.P. PLS JOB NO.200001-0.1 i i. W0111H. TX 1 01' 1 ropyrlyht Lb)2005 by DFW CEaDEjY 13 £d Wd9S:G0 Sow 9Z 'jdtj 6ET7-L77-LT8: 'ON XUd bulfianJ"S Puu1 Itamod; WOZ{d DEBTOR NAME AND ADDRESS SECURED PARTY NAME AND ADDRESS Type: ❑ individual ❑ partnership ❑ corporation ❑ State of orgauizationlregistration(if applicable) ❑ If checked, refer to addendum for additional Debtors and signatures. COMMERCIAL SECURITY AGREEMENT _ The date of this Commercial Security Agreement (Agreement) is SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the payment and performance of the following described Secured Debts that(check one)❑ Debtor ❑ (Obligor)owes to Secured Party: ❑ Specific Debts.The following debts and aU extensions, renewals, refinancings, modifications, and replacements (describe): ❑ All Debts. All present and future debts, even if this Agreement is not referenced, the debts are also secured by other collateral, or the future debt is unrelated to or of a different type than the current debt. Nothing in this Agreement is a commitment to make future loans or advances. SECURITY INTEREST. To secure the payment and performance of the Secured Debts, Debtor gives Secured Parry a security interest in all of the Property described in this Agreement that Debtor owns or has sufficient rights in which to transfer an interest, now or in the future, wherever the Property is or will be located, and all proceeds and products of the Property. "Property" includes all parts, accessories, repairs, replacements, improvements, and accessions to the Property; any original evidence of title or ownership; and all obligations that support the payment or performance of the Property. "Proceeds" includes anything acquired upon the sale, lease, license, exchange, or other disposition of the Property; any rights and.claims arising from the Property; and any collections and distributions on account of the Property. This Agreement remains in effect until terminated in writing,even if the Secured Debts are paid and Secured Party is no longer obligated to advance funds to Debtor or Obligor. PROPERTY DESCRIPTION.The Property is described as follows: ❑ Accounts and Other Rights to Payment: All rights to payment, whether or not earned by performance, including, but not limited to,payment for property or services sold, leased, rented, licensed, or assigned. This includes any rights and interests (including all liens) which Debtor may have by law or agreement against any account debtor or obligor of Debtor. ❑ Inventory: All inventory held for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are raw materials,work in process,or materials used or consumed in Debtor's business. ❑ Equipment: All equipment including, but not limited to, machinery, vehicles, furniture, fixtures, manufacturing equipment, farm machinery and equipment, shop equipment, office and record keeping equipment, parts, and tools. The Property includes any equipment described in a list or schedule Debtor gives to Secured Party,but such a list is not necessary to create a valid security interest in all of Debtor's equipment. ❑ Instruments and Chattel Paper: All instruments, including negotiable instruments and promissory notes and any other writings or records that evidence the right to payment of a monetary obligation,and tangible and electronic chattel paper. ❑ General Intangibles: All general intangibles including, but not limited to, tax refunds, patents and applications for patents, copyrights, trademarks, trade secrets, goodwill, Made names, customer lists, permits and franchises, payment intangibles, computer programs and all supporting information provided in connection with a transaction relating to computer programs,and the right to nue Debtor's name. ❑ Documents: All documents of title including, but not limited to,bills of lading, dock warrants and receipts, and warehouse receipts. ❑ Fater Products and Supplies: All farm products including, but not limited to, all poultry and livestock and their young, along with their produce, products, and replacements; all crops, annual or perennial, and all products of the crops; and all feed, seed, fertilizer, medicines, and other supplies used or produced in Debtor's farming operations. ❑ Government Payments and Programs: All payments, accounts, general intangibles, and benefits including, but not limited to, payments in kind, deficiency payments, letters of entitlement, warehouse receipts, storage payments, emergency assistance and diversion payments, production flexibility contracts,and conservation reserve payments under any preexisting, current,or future federal or state government program. ❑ Investment Property: All investment property including, but not limited to, certificated securities, uncertificated securities, securities entitlements,securities accounts,commodity contracts,commodity accounts,and financial assets. ❑fit Deposit Accounts: All deposit accounts including, but not limited to,demand, time,savings, passbook, and similar accounts. 1" Specific Property Description: The Property includes, but is not limited by,the following(if required, provide real estate description): Leasehold interest in the property described in Exhibit A attached hereto. USE OF PROPERTY.The Property will be used for❑ personal ❑ business ❑ agricultural O purposes. THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS,OR SUBSEQUENT ORAL AGREEMENTS OF THE PAR'T'IES. THERE ARE NO UNWRITTEN ORAL AGREEMENT'S BETWEEN THE PARTIES. SIGNATURES.Debtor agrees to the terms on pages I and 2 of this Agreement and acknowledges receipt of a copy of this Agreement. DEBTOR SECURED PARTY �O C2000 811k—Sy--.Inc.•St.CJwtl,MN Form SA-&1S-TX 10/24/2007 1p.9.1 Of 21 GENERAL. PROVISIONS. Each Debtor's obligations under this pemnilting any insurance proceeds to be used to repair or replace the Agreement are independent of the obligations of any other Debtor.Secured Property. If Secured Party acquires the Property in damaged condition, ds WW Pass 10 SC"red Party may sue each Debtor individually or together and Debwrother illDremain Party to theor. extentts to of the Securedce 11D b cies�Debtorewid immediately naify Secured Party may release any part of the Property obligated under this Agreement. The duties and benefits of this Agreement Secured Party of the cancellation or termination of insu[ance. will bind the successors and assigns of Debtor and Secured Party. No modification of this Agreement is effective unless made in writing and signed COLLATERAL PROTECTION INSURANCE NOTICE by Debtor and Secured Party. Whenever used, the plural includes the As part of ails Agreement, Debtor gives Secured Party a security interest singular and the singular includes the plural.Time is of the essence. is the property described on page 1. Debtor is required to maintain APPLICABLE LAW.This Agreement is governed by the laws of the state insurance on the Property in an amount Secured Party specifies,subject to in which Secured Party is located. In the event of a dispute, the exclusive applicable law. Debtor agrees to purchase the insurance from an insurer forum, veuue, and place of jurisdiction will be the state in which Secured authorized to do business in Texas or all eligible surplus lines insurer to the Party is located, unless otherwise required by law. If any provision of this extent permitted by law. Debtor will name Secured Party as loss payee on Agreement is unenforceable by law, the unenforceable provision will be the insurance policy. Debtor may be required to deliver a copy of the severed and the remaining provisions will still be enforceable. property insurance policy and proof of payment of premiums to Secured NAME AND LOCATION.Debtor's tame indicated on page 1 is Debtor's party. If Debtor fails to meet any of these requirements, Secured Party exact legal name. If Debtor is an individual, Debtor's address is Debtor's may obtain collateral protection insurance on Debtor's behalf. Secured principal residence. If Debtor c not o individual, Debtor's address is the party is not required to purchase any type or amount of insurance.Secured location of Debtor's chief executive offices u sole place o, business. if Pa may obtain replacement cost insurance if authorized under applicable Debtor is an entity organized and registered under state law, Debtor has m y P provided Debtor's sate of registration on page I. Debtor will provide law,subject to policy limits. If Secured Party purchases insurance for the verification of registration and location upon Secured Party's request.Debtor Property, Debtor will be responsible for the cost of that insurance, will provide Secured Party with at least 30 days notice prior to any change in including interest and any other charges incurred by Secured Party in Debtor's name,address,or state of organization or registration. connection with the placement of collateral protection insurance to the WARRANTIES AND REPRESENTATIONS. Debtor has the right, extent permitted by law. Debtor understands that insurance obtained by authority, and power to enter into this Agreement. The execution and Secured Party may cost significantly greater than the cost of insurance delivery of this Agreement will not violate any agreement governing Debtor Debtor could have obtained. Amounts that Debtor owes are due and or Debtor's property, or to which Debtor is a party. Debtor makes the payable upon demand or on such other terms as Secured Party requires to following warranties and representations which continue as long as this the extent permitted by law. Agreement is in effect: (1) Debtor is duly organized and validly existing in all jurisdictions in which AUTHORITY TO PERFORM. Debtor authorizes Secured Patty to do Debtor does business; anything Secured Party deems reasonably necessary to protect the Property (2) the execution and performance of the terms of this Agreement have been and Secured Party's interest in the Property. If Debtor fails to perform any duly authorized,have received all necessary governmental approval,and of Debtor's duties under this Agreement, Secured Party is authorized, will not violate any provision of law or order; without notice to Debtor, to perform the duties or cause them to be (3) other than previously disclosed to Secured Party, Debtor has not performed. These authorizations include, but are not limited to, permission changed Debtor's name or principal place of business within the last 10 to pay for the repair,maintenance,and preservation of the Property and take years and has not used any other trade or fictitious name;and any action to realize the value of the Property. Secured Parry's authority to (4) Debtor does not and will not use any other name without Secured perform for Debtor does not create an obligation to perform, and Secured Party's prior written consent. Party's failure to perform will not preclude Secured Party from exercising Debtor owns all of the Property, and Secured Party's claim to the Property any other rights under the law or this Agreement. is ahead of the claims of any other creditor, except as otherwise agreed and If Secured Party performs for Debtor, Secured Party will use reasonable disclosed to Secured Party prior to any advance on the Secured Debts.The care.Reasonable care will not include any steps necessary to preserve rights Property has not been used for any purpose that would violate any laws or against prior parties or any duty to take action in connection with the subject the Property to forfeiture or seizure. management of the Property. DUTIES TOWARD PROPERTY. Debtor will protect the Property and If Secured Party comes into possession of the Pray,Secured Party will Secured Party's interest against any competing claim. Except as otherwisepreserve and protect the Property to the extent required by law. Secured agreed, Debtor will keep the Property in Debtor's possession at the address Party's duty of care with respect to the Property will be satisfied if Secured indicated on page I of this Agreement. Debtor will keep die Property in Party exercises reasonable care in the safekeeping of the Property or in the good repair and use the Property only for purposes specified on page 1, selection of a third patty in possession of the Property. Debtor will not use the Property in violation of any law and will pay all Secured Party may enforce the obligations of an account debtor or other taxes and assessments levied or assessed against the Property. Secured Party -person obligated on the Property. Secured Party may exercise Debtor's has the right of reasonable access to inspect the Property, including the right rights with respect to the account debtor's or other person's obligations to to require Debtor to assemble and make the Property available to Secured make payment or otherwise render performance to Debtor,and enforce any Party. Debtor will immediately notify Secured Party of any loss or damage security interest that secures such obligations. to the Property. Debtor will prepare and keep books,records, and accounts PURCHASE MONEY SECURITY INTEREST. If the Property includes about the Property and Debtor's business, to which Debtor will allow items purchased with the Secured Debts, the Property purchased with the Secured Party reasonable access. Secured Debts will remain subject to Secured Party's security interest until Debtor will not sell, offer to sell, license, lease, or otherwise transfer or the Secured Debts are paid in full. Payments on any non-purchase money encumber the Property without Secured Party's prior written consent. Any loan also secured by this Agreement will not be applied to the purchase disposition of the Property will violate Secured Party's rights, uuless the money loan. Payments on the purchase money loan will be applied first to Property is inventory sold in the ordinary course of business at fair market the non-purchase money portion of the loan,if any,and then to the purchase value.if the Property includes chattel paper or instruments,either as original money portion in the order in which the purchase money Property was collateral or as proceeds of the Property, Debtor will record Secured Party's acquired. If the purchase money Property was acquired at the same time, interest on the face of the chattel paper or instruments. payments will be applied in the order Secured Party selects. No security If the Property includes accounts,Debtor will not settle any account for less interest will be terminated by application of this formula. than the full value, dispose of the accounts by assignment, or make any DEFAULT.Debtor will be in default if: material change in the terms of any account without Secured Party's prior (1) Debtor (or Obligor, if not the same) fails to make a payment in full written consent. Debtor will collect all accounts in the ordinary course of when due; business, unless otherwise required by Secured Party. Debtor will keep the (2) Debtor fails to perform any condition or keep any covenant on this or proceeds of the.accounts, and any goods returned to Debtor, in trust for any debt or agreement Debtor has with Secured Party; Secured Party and will not commingle the proceeds or returned goods with (3) a default occurs under the terms of any instrument or agreement any of Debtor's other property. Secured Party has the right to require evidencing or pertaining to the Secured Debts; Debtor to pay Secured Party the full price on any returned items. Secured (4) anything else happens that either causes Secured Party to reasonably Party may require account debtors to make payments under the accomils believe that Secured Party will have difficulty in collecting the Secured directly to Secured Party. Debtor will deliver the accounts to Secured Party Debts or significantly impairs the value of the Property. at Secured Parry's request. Debtor will give Secured Parry an statements, REMEDIES. After Debtor defaults, and after Secured Party gives any reports,certificates, lists of account debtors(showing names,addresses,and legally required notice and opportunity to cure the default, Secured Party amounts owing), invoices applicable to each account, and any other data may at Secured Party's option do any one or more of the following: pertaining to the accounts as Secured Parry requests. (1) make all or any part of the Secured Debts immediately due and accrue If the Property includes farm products, Debtor will provide Secured Party interest at the highest post-maturity interest rate; with a list of the buyers, commission merchants, and selling agents to or (2) require Debtor to gather the Property and make it available to Secured through whom Debtor may sell the farm products. Debtor authorizes Party in a reasonable fashion; Secured Party to notify any additional parties regarding Secured Party's (3) enter upon Debtor's premises and take possession of all or any part of interest in Debtor's farm products, unless prohibited by law. Debtor agrees Debtor s property for purposes of preserving the Property or its value to plant,cultivate,and harvest crops in due season.Debtor will be in default and use and operate Debtor's property to protect Secured Party's if any loan proceeds are used for a purpose that will contribute to excessive interest,all without payment or compensation to Debtor; erosion of highly erodible laud or to the conversion of wetlaud to produce or (4) use any remedy:allowed by sate or federal law, or provided in any to make possible the production of an agricultural commodity, further agreement evidencing or pertaining to the Secured Debts. explained in 7 C.F.R.Pan 1940,Subpart G,Exhibit M. If Secured Party repossesses the Property or enforces the obligations of an If Debtor pledges the Property to Secured Party(delivers the Property into account debtor, Secured Party may keep or dispose of the Property as the possession or control of Secured Party or a designated third party), provided by law.Secured Party will apply the proceeds of any collection or Debtor will,upon receipt,deliver any.proceeds and products of the Property disposition first to Secured Party's expenses of enforcement, which includes to Secured Party. Debtor will provide Secured Parry with any notices, reasonable attorneys' fees and legal expenses to the extent not prohibited by docunleuts, financial statemeuts, reports, and other information relating to law,and then to the Secured Debts.Debtor(or Obligor,if not the same)will the Property Debtor receives as the owner of the Property. be liable for the deficiency,if any. PERFECTION OF SECURITY INTEREST. Debtor authorizes Secured By choosing any one or more of these remedies,Secured Party does not give Party to file a financing statement covering the Property.Debtor will comply up the right to use any other remedy.Secured Party does not waive a default with, facilitate, and otherwise assist Secured Party in counectiou with by not using a remedy. obtaining possession or control over the Property for purposes of perfecting WAIVER. Debtor waives all claims for damages caused by Secured Party's Secured Party's interest under the Uniform Commercial Code. acts or omissions where Secured Party acts in good faith. INSURANCE.Debtor agrees to keep the Property insured against the risks NOTICE AND ADDITIONAL DOCUMENT'S.Where notice is required, reasonably associated with the Property until the Property is released from Debtor agrees that 10 days prior written notice will be reasonable notice to this Agreement. Debtor tray choose the insurance company,subject to Debtor under the Uniform Commercial Code. Notice to one party is notice Secured Party's approval, which will not be unreasonably withheld. Debtor to all parties. Debtor agrees to sign, deliver, and file any additional will give Secured Parry and the insurance provider immediate notice of any documents and certifications Secured Party considers necessary to perfect, loss. Secured Party may apply the insurance proceeds toward the Secured continue, or preserve Debtor's obligations under this Agreement and to Debts. Secured Party may require additional security as a condition of confirm Secured Party's lien status on the Property. t4 02000 6alAors Systems,Im..St.Cloud,MN Form SA BUS-TX 10174/2003 (page 2 oY 2) Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 7/19/2005 DATE: Tuesday, July 19, 2005 LOG NAME: 55SPINKSAIR REFERENCE NO.: **G-14860 SUBJECT: Authorization to Execute a Written Consent to Execution of Deed of Trust Lien by Spinks Air Associates, LLC, in Favor of Citizens National Bank for Lease Sites E-7 through E-11 and Authorize Execution of Amendment No. 1 .to City Secretary Contract 30198, Increasing the Square Footage from 86,633 to 103,482 at Fort Worth Spinks Airport RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a written consent to the execution of a Deed of Trust Lien by Spinks Air Associates, LLC in favor of Citizens National Bank in Waxahachie for lease sites E-7 through E- 11 at Fort Worth Spinks Airport. 2. Authorize execution of Amendment No. 1 to City Secretary Contract 30198 increasing the initial square footage from 86,633 square feet to 103,482 square feet at Fort Worth Spinks Airport. DISCUSSION: Spinks Air Associates, LLC currently leases Sites E-7, E-8, E-9, E-10 and E-11 at Fort Worth Spinks Airport pursuant to City Secretary Contract No. 30198. Under the agreement Spinks Air Associates, LLC leases 86,633 square feet of unimproved ground and is required to construct an aircraft storage facility consisting of a five hangar complex. Spinks Air Associates, LLC wishes to obtain financing for this project from Citizens National Bank. Accordingly, Spinks Air Associates, LLC has requested the City's consent to the execution of a Deed of Trust Lien on the premises in order for the Bank to secure the loan. The Deed of Trust Lien will grant the Bank the right to operate as Lessee or to secure another tenant in place of Spinks Air Associates, LLC, if approved by the City Council, in the event that Spinks Air Associates, LLC defaults on the loan or the lease with the City of Fort Worth. The Lease Agreement prohibits Spinks Air Associates, LLC from making any assignment of the lease or causing any lien to be made on improvements constructed on the leased premises without City Council approval.This type of transaction is routine for airport tenants with large developments and City staff does not have any objections to the Spinks Air Associates, LLC request. Spinks Air Associates, LLC also wishes to increase the square footage of the development from 86,633 square feet to 103,482 square feet due to increased demand for larger aircraft storage facilities. The revenue generated from this amendment would increase from $12,128.62 annually to $14,487.48 annually. Based on an assumed start date of August 1, 2005, the additional revenue generated for the remainder of the fiscal year will be $2,414.58. Spinks Airport is located in COUNCIL DISTRICT 8. ► �� 1w http://www.cfwnet.org/council—packet/Reports/mc Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Revenue Office of the Finance Department will be responsible for the collection and deposit of funds due to the City under this Agreement. TO Fund/Account/Centers FROM Fund/Account/Centers PE40 491352 0551201 $2,414.58 Submitted for City Manager's Office by; Marc Ott (8476) Originating Department Head: Mike Feeley (871-5403) Additional Information Contact: Mike Feeley (871-5403) i...,.rr.,,,,,,,. nro/rntinril nncket/Renorts/mc nrint.asp 05