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HomeMy WebLinkAboutContract 8348 i CITY SECRETARY CONTRACT No. CONSENT TO' GIVE SECURITY INTEREST THE STATE OF TEXAS § COUNTY OF TARRANT § THIS AGREEMENT is made this day of lq u 6�R 5; 1975, between THE CITY OF FORT WORTH, TEXAS, a municipal corpora- tion, (hereinafter referred to as "Lessor") , DON E. HANSEN, (here- inafter referred to as "Lessee") , and WORLD SERVICE LIFE INSURANCE COMPANY (hereinafter referred to as "Company") . Prior hereto, Lessor and Lessee entered into several lease agreements whereby Lessor leased to Lessee certain real estate, rights and privileges at Lessor's Meacham Field Air- port to be used for commercial aviation activities and fixed base operations for various terms of years. These lease agree- ments are identified below by contract numbers as shown in the office of the City Secretary of the City of Fort Worth and -the date of execution. (1) No. 7190,. ,executed July 17, 1972 (2) No. 7920, executed June 28, 1974, as amended by No. 8317, executed July 28, 1975 (3) No. 8180, .executed March 24, 1975 (4) No. 8181, .executed March 24, 1975, These lease contracts are hereinafter referred to as "the City Leases," Lessee desires to give a security interest to Company covering Lessee's interest only in the City Leases for the pur- pose of securing Company in the payment of Lessee's indebted- ness to Company. Therefore, for and in consideration of the mutual cove- nants contained herein and the mutual benefits to be derived by the parties hereto, the parties agree as follows: ESEW�LTARY 1. Lessor consents to the execution and delivery by Lessee to Company of a deed or deeds of trust in the form or forms attached hereto and none other whereby Lessee seeks to convey a security interest in the City Leases to Company. 2. Lessor agrees that the rights of Lessor to cancel any or all of the City Leases or to require surrender of all or part of the City Leases shall not be enforced or exercised by Lessor against Company unless Company fails to assume and perform Lessee's obligations under the City Leases to the satisfaction of Lessor within thirty (30) days after the oc- currence of any of the events authorizing cancellation or sur- render of the City Leases. Lessor agrees to use reasonable diligence to notify Company of the occurrence of any event authorizing cancellations or surrender as soon thereafter as it can reasonably do so. 3. Lessor agrees that when giving notice to Lessee with respect to any default under the provisions of the City Leases, Lessor shall also give a copy of the notice to Com- pany- 4. Lessor agrees that Company shall have the right to make good any default by Lessee under any of the provisions of the City Leases within the time provided in the City Leases, whether the default consists of failure to pay rent or failure to perform any other covenant, matter or thing which Lessee is thereunder required to do or perform to the satisfaction. of Lessor. Lessor agrees to accept performance by Company as though the same had been done or performed by Lessee, all other conditions and requirements having been met to the satisfaction of Lessor. CONSENT TO GIVE SECURITY INTEREST Page 2. 5. Notwithstanding any other provision hereof, Lessor shall take no action in the case of default by Lessee under any provisions of the City Leases to effect the termination of any of the City Leases as to Company without first giving to Com- pany a reasonable time, not to exceed thirty (30) days, within which to cure the default, in the case of a default which is susceptible of being cured by Company. However, no rights of the City of Fort Worth as a home rule municipal corporation as the owner of the real property in question or as the Les- sor in the City Leases as aforesaid shall be lessened, diminished, delayed or in any way affected in a manner that is detrimental to the City of Fort Worth or because of the 'execution by City of this "Consent to Give Security Interest." 6. It is agreed that all proceeds payable under fire and casualty insurance required to be carried by Lessee under the terms of the City Leases shall first be applied to the re- placement of the facilities or improvements and to the satis- faction of all obligations then due or to become due to Lessor in accordance with the terms of the City Leases, if not so ap- plied, the proceeds shall then be applied to the payment of Lessee's indebtedness to Company. These policies shall also name Company on loss payable clauses. 7. Lessor and Lessee agree that in the event of the initiation_ of proceedings for condemnation by Lessor of Les- see's leasehold estates, Lessor shall also notify Company. 8. If under the terms of the City Leases, there is a relocation of the facilities covered by the City Leases to other airport premises, it is agreed that the security interest of Company shall follow to the substituted premises. The parties agree to execute all appropriate documents in order to reflect the transfer of Company's security interest. 9. Lessor and Lessee agree that nothing contained herein shall impose any obligations on Company. to perform any of the obligations of Lessee under the City Leases unless Company shall CONSENT TO GIVE SECURITY INTEREST Page 3. assume actual possession of the premises or request Lessor to delay or cause Lessor to delay in the enforcement or pro- tection of any of its rights under any of the City Leases, whether by termination or otherwise. Upon assumption of ac- tual possession of the premises, or by requesting or causing delay as aforesaid, Company shall be deemed to have assume all of the duties and obligations of Lessee under the City Leases. 10. Lessor may take all action available to it under the City Leases, at law or in equity, in order to protect its interest as Lessor under the City Leases, including, but not limited to, cancellation of Lessee's interest, in which event Lessor will honor Company's interest as provided for in this agreement. 11. Company shall promptly notify Lessor in writing when Company has released its rights under its security inter- ests. 12. Any notice required to be given to Company under the provisions of this agreement shall be given by mailing the same to: World Service Life Insurance Company Commerce Building Fort Worth, Texas 76102 13. Lessor acknowledges, by executing this agreement, that the City Leases are valid and now in full force and effect. Lessor agrees that by execution hereof, it has received all no- tice contemplated by the City Leases as to the rights of Com- pany. 14. Lessor acknowledges that it has been notified that Meacham Aero, Inc. will subordinate its rights under Subleases under City Contracts Nos. 7190 and 7920, dated " August 1, 1974, and under Subleases of City Contracts Nos. 8180 and 8181, dated March 24, 1975, to the rights CONSENT TO GIVE SECURITY INTEREST Page 4. and/or liens of Company. Lessor further acknowledges that it has been notified that Hansen will assign all of his rights as lessor under those subleases to Company. Lessor consents to the execution and delivery of the Assignment of Subleases in the form of those attached hereto and none other. 15. This agreement shall be binding and inure to the benefit of the heirs, personal representatives, successors and assigns of the respective parties hereto. EXECUTED this day of '�'at5-� , 1975. CITY OF FORT WORTH ATTEST: By City Manager CC C ty edretary APPROVED• City Attorney DON E. HANSEN WORLD SERVICE LIFE INSURANCE COMPANY ATTES By CONSENT TO GIVE SECURITY INTEREST Page 5. TKnow Att Am bg 014ri - pulwixt.i: Tiannig Vf TARRANT. DON E. HANSEN hereafter referred to as GRANTOR, whether one or more, for and in consideration of the sum of Ten ($10.00) Dollars and other good and valuable consideration, cash in hand paid to GRANTOR, by B.E. GODFREY Trustee, hereafter referred to as TRUSTEE, the receipt and sufficiency of all of which is hereby acknowledged and confessed; and for the further considerations, uses, purposes and trusts hereinafter set forth and declared, and in consideration of the indebtedness hereinafter mentioned, has bargained, sold, assigned, granted, trans- ferred and conveyed, and does hereby bargain, sell, assign, grant,transfer and convey, unto TRUSTEE, and his successors and sub- stitutes in trust hereunder, (which term shall include the Trustee originally named herein and all successor and substitute Trus- tees hereunder) and to his and their successors and assigns all those certain tracts or parcels of land, together and along with all buildings and improvements existing and to exist thereon, and all equipment and fixtures attached to and to be attached to said property and improvements, situated and lying in Tarrant County, Texas, described as follows: Leasehold estates described in Exhibit "A" attached. (2) TO HAVE AND TO HOLD all of the aforesaid premises and properties, together with all and singular the rights, privileges, titles, interests, hereditaments and appurtenances now and at any time in the future owned or held in connection therewith, or at any time appertaining or belonging thereto,'unto TRUSTEE, his successors and substitutes hereunder, and his and their assigns forever; and the GRANTOR covenants and agrees, and does hereby bind GRANTOR, his Heirs, successors and legal representatives to warrant and forever defend the title to all and singular said properties and premises unto TRUSTEE, and the successors and assigns of TRUSTEE, forever, against the claims of any and all persons whomsoever claiming or to claim the same,or any part thereof. II. This conveyance is made in trust, however, under the following covenants and agreements to secure and enforce the full and prompt payment when due of: A promissory note, of even date herewithr in the principal sum of $950,000, bearing interest at the rate of 10% per annum, and payable as in said note provided. (2) All sums called for, owing and to be owing upon promissory notes hereafter executed by the Grantor, payable to said WORLD SERVICE LIFE INSURANCE COMPANY and representing sums of money hereafter advanced to the GRANTOR by said WORLD SERVICE LIFE INSURANCE COMPANY. (3) All sums owing and to be owing upon any renewals, extensions and rearrangements of any and all notes hereinabove described,in whole or in part: (4) Any and all other direct and indirect obligations now or at any time in the future owing and to be owing by GRANTOR to WORLD SIIRVICE LIFE INSURANCE COMPANY, a Texas insurance company, hereinafter called COMPANY, its successors and assigns, regardless of how evidenced or how incurred; (5.) The payment and reimbursement of any and all sums that might be advanced or paid by COMPANY or by TRUSTEE or any Substitute, Trustee to satisfy taxes; insurance premiums, claims, liens or charges against any of the property mentioned herein, together with interest thereon as herein provided; (G) All amounts which might at any time be paid or advanced by COMPANY or TRUSTEE to prevent or cure defaults hereunder; (") All interest, costs, charges, !r and atto net's fees owing or to be owing on or in connection with said indebtedness and obligations (any or all of them) and all those incurred and to be incurred and those owing and to be owing in connection with the administration, operations, upkeep, maintenance, repairing and/or foreclosing of the aforesaid properties, the whole or any part thereof. (8) All indebtedness, sums, amounts and items described or mentioned in this Section II hereof are hereinafter sometimes col- lectively referred to as indebtedness, which terns shall include each and all of them,and all of which are and shall be hereby secured. GRANTOR hereby requests said beneficiary hereunder to.furnish the money necessary to satisfy all indebtedness acquired from any third person,firm, corporation or association and for taxes, repairs, improvements and the other obligations spelled put herein and agrees that all such debts, obligations and liens may be merged into the within secured GRANTOR'S indebtedness and GRANT- OR hereby specifically agrees that the beneficiary hereunder, his heirs, successors and/or assigns, are hereby and shall be sub- rogated to all of the rights, liens, remedies, equities, superior title and benefits held, owned, possessed or enjoyed at any time by any lien indebtedness, transferred and assigned or for which the proceeds of any advance has been used herein for payment and that such lien or liens acquired hereunder are hereby extended or renewed and are to remain in full force and effect. III. GRANTOR expressly covenants and agrees that: (1) GRANTOR at this time is lawfully seized and possessed of each and every part of the properties herein described and con- veyed; the same are free and clear of any and all liens, clainns and encumberances (except those herein specifically stated or to which this instrument is made subject) and GRANTOR will, at all times, protect and defend the title to said properties, paying all ex- penses incurred or to be incurred in defenrling the title to the same, against the claim or claims of any and all other parties,indem- nifying and holding harmless COMPANY against any and all such claims and charges. In the event, GRANTOR should fail or re- fuse to tiretneAl defend the title to said properties in the event of attack through legal proceedings or otherwise the same may be defended by the legal holder of the within described indebtedness. To such event all reasonable costs or expenses thereof shall become. a part of the indebtedness secured hereby Lund shall be payable upon demand with interest as herein provided. (2) GRANTOR will promptly pay or cause to be paid before delinquency all architects, contractors, subcontractors, laborers and materialmen for labor,work, supplies, services and materials furnished and to he furnished in connection with any and all improve- ments,buildings and repairs had and existing and to be had and existing on the lands and premises herein described; and pay or cause to be paid before delinquency all lawful taxes and.assessnents.levied and to be levied against said property by Local-State, Federal or any duly constituted legal body or agency,and furnish COMPANY by the first day of February of each year hereafter receipts showing payment of all of said taxes and assessments. (8) GRANTOR will keep and maintain all buildings, improvements and.equpiment situated on said premises in a good state or repair and will not suffer or permit any of the same-to be removed or torn down without first obtaining the written consent of the holder or holders of the indebtedness secured hereby. (4) Upon the request of any holder nr holders of the indebtedness hereby secured, or of a majority thereof to promptly correct any defect which may be discovered after the execution and delivery of this instrument in execution or acknowledgennent of this instrument; and to proceed with reasonable diligence to correct any defect in title to the herein descrihed property,should any such defect be discovered before or after the execution and delivery of this instrument (without, however, affecting any warranty herein given). (5) All rights, titles, liens or-equities lien(] Wirier ands by,xirtue of this instrument or by any other instruments, in law or in equity;shall be considered a, cumulative one of the other, and not exclusive; and 9RT-'S I,,E and any holder and owner of said in- debtedness herein described, shall have the right-to proceed under any of the rights owned by him or it, without affecting any other rights. Neglect to proceed on any rights or neglect to declare ally default shall not waive or prejudice any lien or privelege held, and by election to proceed upon one right or ronnecly, the other rights and remedies shall not be affected, but TRUSTEE and any owner and holder of said indebtedness shall have the right to exhaust all right;, remedies, jointly or separately until all indebted- ness secured and to be secured hereby has been fully paid. (6) To keep the improvements existing and to exist on said promises insured against fire, storm, tornado, hail,gas,explosions and other hazards and contingencies requested by COMMPANY in a company or concern acceptable to COMPANY against loss,fire, storm, gas explosion and other hazards and contingencies requested by COMPANY in amounts up to the insurable value of said properties at least equal to the indelrtednes•: sec•n•e,l hereby: and have delivered to COMPANY,the policy or policies and all renewals thereof obtained with reference thereto, with loss payable clauses in favor of COMPANY, its successors or assigns, in form acceptable. to COMPANY; and to pay all premiums and continue said insurance in force until all such indebtedness has been fully paid,If the innprovenuuds on said property be wholly or partially destroyed by fire, explosion or storm, COMPANY, its successors and assigns shall have the right to collect, receive and receipt for, in the name of GRANTOR, any and all monies that may become payable and collectible under said policies, or any of them,and apply the same, or so much thereof as is necessary,less the reasonahle expense of collecting same, as a credit on the indebtednss scurecd hereby,notwithstanding said indebtedness may not he clue according to the terms thereof. COXIPANY, its successors and assigns, shall have the option to use the proceeds of said insurance towards the rebuild- ing and restoration of the improvements damaged or destroyed. (7) In the event of default in the payment when due of principal or interest of the note or any of the notes described under paragraph (1) Section II hereof, or of any amount or indebtedness herein mentioned, or any installments thereof; the filing by GRANTOR of a voluntary petition of Reorganization, Insolvency, Bankruptcy, or Receivership; the n,. .,c n_RANTnm^ „. the adjudication of GRANTOR as insolvent or^bankrupt; the execution of any assignment by GRANTOR for benefit of creditors; the non-perfornnance or breach by GRANTOR or any covenant, agreement, representation or warranty hereof; e ,ttking or-eeeuirenee-o'f'--:rn��-1>rneeecFirtg-Ehn>-rt�+ght-altset+t;�-�v•• cry e}ig-6le cv lie !anr r�a*ry-+rclebterlttess-rue rEi�ued-heie�r-ar bh " , 'a.- ur ...... t:.,.. _.. ....,.,.1,.., ,, T.. ... 1—r,-�.r,�a�- ., or the obtaining of a final iudgment acrainst GRANTOR, then or in any of said events, the owners and holders of the indebtedness secured and to be secured hereby, shall have the right to declare, l- all sums owing upon any and all notes and indebtedness, secured and to be secured hereby, at once clue and payable. (8) If said indebtedness is not paid at maturity, in whatever manner its maturity may be brought about, it shall be lawful for Company, its successors and assigns,or any authorized agent,of COMPANY,its successors and assigns,to enter upon the premises herein conveyed and to take possession of same and to receive, collect and receipt for all rents, revenues, proceeds or other income therefrom,and apply so much thereof as may he collected prior to the date the property is sold under foreclosure,less the reasonable cost of collecting the same,'as a credit on the indebtedness secured hereby, -in ,,,*';^^ve nt tine lnolde o said irxlebted�ess slug kl at au? gflie ...hi-le atiu cur s a-c lue asacl o r gag under-the teams-of-this 4greamenk corac le ll-iaa}self ippQyu4- m•in the event default is made in any of the promises, covenants or agreements herein contained, it shall be lawful for the TRUSTEE or his agent to enter into and upon the property herein conveyed,and to receive and collect all rents or other income therefrom and to apply so much thereof as may be collected,less a reasonable cost of collection,as a credit upon the indebtedness hereby secured and such rents are herein as- signed and all rents upon said premises are hereby and herein assigned to the holder of the within indebtedness,whether collected by such TRUSTEE or not, as further security hereunder. (3) No other security now existing, or hereafter taken to secure the payment of said indebtedness, shall be impaired or affected in any manner by the execution of this instrument; and no security subsequently taken by any holder of said indebtedness, shall impair or affect in any manner the security given by this instrument, and all additional security which has been given and may be given for the payment of indebtedness shall be taken, considered and held.as cumulative. The taking of additional security, execution of partial releases of the security, or any extension of the time of payment of indebtedness, or ally part thereof, shall not diminish the force, effect or lien of this instrument as to any property not specifically released in writing by the owners of said indebtedness, and shall not affect or impair the liability of any maker, surety or endorser for the payment of said indebtedness; and this instrument shall continue as a first lien, (unless F otherwise provided here) on all of said property herein described not expressly released in writing by the owner oroy%,:js -A6 $ de} �elsslur�ib all inclebte6n� seeurecl and to be secured hereby is fully paid. N (10) GRANTOR will furnish to COMPANY of the close of the f�8�year of the GRANTOR, a copy of the annual audit of the GRANTOR,and if any audit of the GRANTOR is prepared by a certified public accountant the certificate of such accountant to such audit shall also be furnished, including the accountant's comments. IV. (1) If GRANTOR shall promptly and fully pay when due all sums owing and to be owing mentioned above,including principal, fnterest and attorneys fees, according to the reading, tenor and effect thereof; shall promptly pay when due all other amounts and indebtedness secured and to be secured hereby, and shall well and truly keep and perform all covenants and provisions hereof,then this conveyance shall become null and void and COMPANY will execute and deliver a release hereof at the expense of GRANTOR (without covenant or warranty of any hind, however, express or implied); otherwise, the same is to and shall remain and continue in full force and effect. In the event GRANTOR defaults or fails to fully pay when due all sums owing and to be owing on said indebtedness, or any note hereinbefore mentioned, including principal, interest, and attorneys fees, according to the reading, tenor and effect thereof, or fails to promptly and punctually pay any or all of the amounts and indebtedness secured and to be secured hereby, principal and interest, in whole or in part, as the same shall become due and payable; or GRANTOR fails to observe and keep any of tine covenants, conditions, agreements, or provisions hereof, it shall thereupon or any time thereafter while the same or any part of said amounts or indebtedness remains unpaid, be the duty of TRUSTEE, or any successor or Substitute Trustee ap- pointed hereunder, at the request of the legal owner and holder of said indebtedness, or of the majority thereof, (which request shall be presumed), to enforce this trust and to sell as an entirety or in parcels as the TRUSTEE acting may elect, (all rights to a marshalling of the assets of the GRANTOR, including the property herein conveyed,being expressly waived) the hereinaeove described property or any part thereof, in whole or in part, at the courthouse door of the county in which said property is situated, on the first Tuesday of any calendar month, between the hours of Ten A.M. and Four P.M.,to the highest bidder for cash at public auction, after first giving at least twenty-one (21) clays' notice of the time,place and terms of sale by publicly advertising the same by.posting or causing to be posted written or printed notices thereof at three (3) public places in said county in which the pro- perty is situated, selected by the Trustee acting or by any person chosen by him,one of which public places should be at the court- house door of said county, for at least twenty-one (21) days successively next before the day of sale, and to make clue conveyance to the purchaser or purchasers with general warranty binding GRANTOR, its successors and assigns, TRUSTEE shall have the right to sell the properties covered hereby, in whole or in part, selling such properties as TRUSTEE might desire or elect, and selling in such order and in such parcels as TRUSTEE might determine or decide. If said property is situated in more than one county, then the same may be sold in any county in which said property is situated and said notices of said sale shall be posted in like manner, in both, or all of such counties, one of which shall he posted at the courthouse door of each county ill which said pro- petty may be situated, said notices designating the county where the said property may -lie sold. The right of sale hereunder shall not be exhausteci by one or more sales, but the TRUSTEE acting may male other and successive saes until all of the property subject to this Deed of Trust has been legally sold. In the event of any foreclosure proceedings hereunder, it shall not be neces- sary or requisite for any TRUSTEE or any officer under any execution to have physically present at any such sale or sales or to have constructively in his possession any or all of the personal property covered by this instrument, and GRANTOR hereby covenants and agrees to deliver all of such personal property offered for sale at any and all such sales to such purchaser or purchasers on the date of sale, and if it should be impossible or impractical to make actual delivery of such property, then the title and right of possession of said property shall pass to the purchaser or purchasers at said sale as fully as if the same had been actually present and delivered. In the event of such sale or sales, any one or more of the holders of the indebtedness then secured hereby, or any part thereof, shall have the right to become the purchaser or purchasers at said sale or sales, or being the highest bidder for tine property offered at anv such sale or sales, or any part thereof; and shall 'have the right, in lieu of cash payment to apply the amount bid against the indebtedness owing by said owner and holder of indebtedness. In the event of foreclosure of this Deed of Trust, whether under the power of sale herein contained or by suit or otherwise, no right shall ever exist upon the part of GRAN- TOR, its successors or assigns, or any purchaser or lienholder or other person or concern whatever; claiming under any or all of them, by virtue of any right, title; interest, lien, encumbrance or claim whatsoever arising or acquired.subsequent to the date of this instrument, to a sale or said property in parcels, or to a marshalling of said property, or a sale in inverse order of alienations (2) Proceeds derived and to be derived from sales or sale provided for hereunder shall be applied by TRUSTEE as follows: (a) First, to the payment of all expenses in administering said property and reasonable compensation to the agents and at- torneys for COMPANY and TRUSTEE; to the payment of all taxes, assessments and the liens equal or superior to this instrument; all advances and costs incurred in connection with the property; and all costs of the holding and concluding of such sale or sales, (b) Next, to the payment in full of all sums owing upon the aforesaid note or notes hereinbefore described in paragraph (1) of Section 11 hereof and owing upon any and all renewals, extensions thereof, or any part thereof, according to the reading, tenor and effect of said notes and evidence of indebtedness, including principal, interest and attorneys fees; (c) Next, to the satisfaction of any and all other indebtedness and all other indebtedness and amounts secured and to be secured hereby, in such order as COMPANY may elect and request; and all suns remaining and balance, if any, is and shall be paid to, or made available to GRANTOR, its successors and assigns; and GRANTOR covenants and agrees to make good any deficiency existing between the full amount realized from such sale or sales and the amount necessary to fully satisfy the indebtedness, sums and items upon which application is to he made under this and the two immediately preceding subparagraphs lettered (a) and (b) respectively. (3) The TRUSTEE and any substitute TRUSTEE may be removed at any time by the owners and holders of the notes described in paragraph 1 of Section 11 hereof, or the owners and holders of a majority thereof, with or without notice, and with no other formality than the Bolder or.holders of said indebtedness, or a majority thereof, executing, acknowledging and recording in the Deed of Trust Records of the County in which the property covered hereby is recited to be situated an instrument reciting such removal. In case of the resignation or removal of TRUSTEE or any Substitute Trustee; or of the death', failure, refusal or in- ability of any TRUSTEE to act at request by the owner and holder of the notes described in paragraph I of Section 11 hereof, or iii' a majority thereof, in person or by letter addressed to thr.Tiawmlr or Suhstitute Trustee hereunder at his last known post office address; then, in any of said events, a successor or substitute trustee may be named, constituted and appointed by the holder of said notes, or the owner of a majority thereof, with,iut procuring the resignation of the former TRUSTEE.oar successor trustee, and without othm; formality than an appointment and designation ii �n•riting by the opener and holder or,sa'id notes, or by the owner and holder of a majority in the amount thereof and this Conveyance shall vest in all successor or substitute trustees all rights, titles, privileges, powers and duties conferred herein on the TRUSTEE originally named herein; and the conveyance of any suc- cessor or substitute trustee to any purchaser or purchasers at foreclosure sale shall be equally valid and effective. Such right to appoint a substitute or successor trustee shall exist as often and whenever from any of said causes the TRUSTEE, original or sub- stitute, cannot or will not act or has been removed as herein provided. The recitals in any conveyance made or to be made to the purchaser or purchasers, either by the TRUSTEE or any substitute trustee, shall be full proof and evidence of the matters therein stated, and no other proof shall be required of the performance of this trust; and all prerequisites of the sale and sales as to request to enforce the trust, occurence of default, advertising, resignation, removal, failure, or refusal of any TRUSTEE, or appointment of a substitute trustee, any and all requirements herein contained or required, -hall be conclusively presumed to have been performed, and any and all statement of facts and recitals contained in any deed from the TRUSTEE or any substitute trustee shall be a perpetual bar against GRANTOR, its successors and assigns, jointly and/or severally. That time is of the essence of this Deed of Trust and if GRANTOR defaults. in the prompt payment of any installments of the notes secured hereby or any part thereof, or if GRANTOR fails to perform or keep any of the promises, agreements or war- ranties herein contained or contained in any other instrument securing the notes secured hereby, &bP='<kl' then all sums owing under the notes secured hereby, and all other indebtedness which now exists or which may hereafter accrue from the GRANTOR to COMPANY, shall immediately become due and payable wi#dzottt,-deitfia3}d-er-»etdce at the election of COM- PANY, and COMPANY may enter any premises of GRANTOR with or without force or process of law, and with and take possession of, remove and sell any or all personal property covered hereby at public or private sale with ; and upon the occurrence of any of the aforesaid events the real property covered hereby may be sold as hereinabove provided in sub-paragraph (1) of Paragraph IV. V. (1) Tn the event GRANTOR fails or refuses to pay and discharge, or cause to be paid and discharged before the same becomes delinquent, premiums on insurance policies provided for hereunder; any and all taxes, liens, claims, assessments or other charges against the property herein conveyed, COMPANY or any holder or holders of said indebtedness, or any part thereof, shall have the right (but not the obligation) to pay or advance sums to pay said taxes, liens and charges against the property, and he subrogated to all rights, liens, and equities thereof; and the amount so paid or advanced, together with interest at the rate of ten (10%) percent per annum from date of said advancement or payment until the date of said repayment, shall be repaid by GRANTOR to COM- PANY and be added to said indebtedness and be secured by this instrument and the lien hereby given.The payment of any such items or sums or the advancement of amounts to pay any of the same by COMPANY shall not prevent COMPANY or any owner of indebt- edness from declaring any indebtedness due under any provisions of this instrument or any note or instrument had or to be had in connection with any indebtedness. (2) All persons occupying the property and premises covered hereby, or any part thereof, at the time of any sale or sales of the same, in whole or in part, are and shall be constituted, considered and deemed tenants at the will and sufferance of the pur- chaser or purchasers at any time, and all such sales,.with the duty and obligation upon the part of said person so occupying said premises or any part thereof, at any and all such times, to pay unto the purchaser or purchasers at such sales or sale, a reason- able rent"for the time they are permitted at the will and sufferance of such purchaser or purchasers to occupy said premises, and all such purchasers or purchaser shall have the right to obtain possession of the premises through the issuance and serving of writs of forcible entry and detainer, and be entitled to have available against any and all persons occupying the whole or any part of said premises all such rights, actions, processes and remedies as exist in favor of the landlord where the relation of landlord and tenant exists. (3) COMPANY shall not be liable for depreciation"or loss of any property or security at any time assigned,mortgaged,conveyed, owned or held by or for COMPANY as security for any indebtedness; and failure or neglect of COMPANY or any TRUSTEE to take any action with reference to any rights, liens, equities or securities held by COMPANY shall not subject_ COMPANY or any TRUSTEE to any liability and shall not release, prejudice or affect any rights, liens, interest or securities. (4) This instrument shall be deemed to and may be enforced from time to time as a chattel mortgage, lien on machinery affixed and capable of being affixed to realty, real estate mortgage, deed of trust, assignment or contract, as one or more thereof. In the event any portion of this instrument or any right hereunder shall for any reason be declared invalid or unenforceable, the other portions and other rights hereunder given shall not be affected thereby. In this connection, all furniture, fixtures and equip- ment of every nature or kind, whether now on the premises or hereafter to be placed and installed therein and thereon, pertinent to the building erected or to be erected on the premises or intended for the use of GRANTOR or tenants of the GRANTOR and other occupants, are and shall be deemed an accessory to the freehold and a part of the realty as between the parties hereto, and all persons claiming by, through or under them, and the same shall be"deemed to be a part of the security for the indebtedness secured hereby. (5) It is agreed if the premises covered hereby or any part thereof shall be condemned and taken under the power of imminent domain, all damages and awards for the property so taken are hereby assigned to the COMPANY as collateral security as payment for the indebtedness hereby secured.The amount so paid to the COMPANY shall be credited on the indebtedness secured hereby and may at the option of the COMPANY be applied to the last maturing installments of said indebtedness. (6) In the event the ownership of the premises described herein, or any part thereof, becomes vested in a person other than GRANTOR, the holder of the note secured hereby may, without notice to GRANTOR, deal with such successor, or successors in interest, with reference to this Deed of Trust and to the debt hereby secured in the same manner as with the GRANTOR without in any way vitiating or discharging the liability of GRANTOR hereunder. No sale of the premises covered hereby and no forbear- ance on the park of the holder of the note, and no extension of the time for the payment of the debt hereby secured, given by said holder shall operate to release, discharge, modify, change or affect the original liability of the GRANTOR, either in whole or in part. nor shall the full force and effect of the lien of this instrument be altered thereby. (7) The property described above does not constitute any part of the homestead of GRANTOR m i£ so, the sum borrowed herein represents the purchase price of said property or the cost of improvements thereto. (8) Notwithstanding the provisions of Article I11, (1) above, GRANTEE recognizes the right of sublessees presently in possession. .(9) Notwithstanding any provision above, GRANTOR shall have 30 days after receipt of written notice of default to cure such default and shall receive written notice on or before the posting of any notices to foreclose. (10) GRANTOR may contest any tax assessed-against the security and so long as he pro- secutes diligently any contest of any such tax, failure to pay the tax involved shall not be considered a default. IN WITNESS WHEREOF DON E. .HANSEN _ has caused this instrument to be executed this the 4i day of Ai�aust A.D., 19_x._. DON E. HANSEN GRANTOR THE STATE OF TEXAS, ) COUNTY OF TARRANT. )y BEFORE ME, the undersigned, a Notary Public in and for said Comity and State, on this day personally appeared DON E. HANSEN known to me to he the person whose name ,S subscribed to the foregoing instrument, and acknowledged to meal rat he executed the same for the purposes and consideration therein expressed. t?�b GIVEN UNDER MY HAND AND SEAL OF OFFICE this the Q day of August A. D., 19 75, Notary Public in and for Tarrant County, Texas. JOINT ACKNOWLEDG&PENT THE STATE OF TEXAS, ) COUNTY OF 1} BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared and his wife, both known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they each executed the same for the purposes and consideration therein expressed, and the said wife of the said having been examined by me privily and apart from her husband, and having the same fully explained to her, she, the said acknowledged such instrument to be her act and deed, and she declared that she had willingly signed the same for the purposes and consideration therein expressed, and that she did not wish to retract it. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of A. D. 19 (L.S.) Notary Public in and for County, Texas. ' CORPORATE ACKNOWLEDGMENT THE STATE OF TEXAS, ) COUNTY OF 1} BEFORE ME, the undersigned authority, on this day personally appeared known to me to be of a corporation, and to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said a corporation, for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of A. D. 19 (L.S.) Notary Public in and for County, Texas. CLERK'S CERTIFICATE THE STATE OF TEXAS, COUNTY OF Ja I HEREBY CERTIFY that the foregoing instrument of writing with its certificate of authentication, was filed for record in my office on the day of A.D., 19 at• o'clock M., and was duly recorded by me on the day of A.D., 19 in Vol. page of the Records of said County. , WITNESS MY HAND and the Seal of the County Court of said County, at my office in the clay and year last above written. (L.S.) County Clerk County, Texas By -- Deputy. - F OF A �t 0 E W W Cd O F 0 o W p O A A F, W O .ti u MWF. rri 1 i i i ! A bq a b EXHIBIT "A" TO DEED OF TRUST 1. Fort Worth City Secretary Contract No. 7920, a Fixed Base Operator Lease to D.E. Hansen, dated June 28, 1974; as subleased by D.E. Hansen to Meacham Aero, Inc. , effective upon the consent thereto given in City Secretary Contract No. 8022, dated September 23, 1974; as amended by a First Amendment to City Secretary Contract No. .7920, being City Secretary Contract No. 8317, dated July 28, 1975. 2. Fort Worth City Secretary Contract No. 8180, being a Fixed Base Operator Lease to D.E. Hansen, dated March 28, 1975, which lease was assigned by D.E. Hansen to Meacham Aero, Inc. , effective upon the consent given by the City of Fort Worth in City Secretary Contract No. 8182, dated March 24, 1975. 3. City Secretary Contract No. 8181, being a Fixed Base Operator Lease to D.E. Hansen, dated March 24, 1975, which was subleased by D.E. Hansen to Meacham Aero, Inc. , effective upon the granting of consent by the City of Fort Worth in City Secretary Contract No. 8183, dated March 24, 1975. 4. City Secretary Contract No. 7190, being a Transient Fueling and Tank Farm Agreement, between the City of Fort Worth and D.E. Hansen, dated July 17, 1972, which was subleased by D.E. Hansen to Meacham Aero, Inc. , effective upon the granting of consent by the City of Fort Worth in City Secretary Contract No. 8021, dated September 23, 1974. Reference- is made to the official records of the City of Fort Worth, maintained as public records by the City Secretary of Fort Worth, and to the Deed Records of Tarrant County, Texas for a fuller description of the terms of said Contracts. ASSIGNMENT- OF LEASES THE STATE OF TEXAS ) KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT ) WHEREAS, DON E. HANSEN has, of even date herewith, borrowed from WORLD SERVICE LIFE INSURANCE COMPANY the sum of $950,000 and in connection therewith has executed an installment deed of trust lien note in like amount, bearing 10o interest, payable in 120 substantial equal monthly payments; WHEREAS, DON E. HANSEN has executed a first deed of trust lien upon leasehold estates owned by him in certain properties belonging to the City of Fort Worth and situated at Meacham Field as security for the payment of said indebtedness; WHEREAS, the undersigned has executed an assignment of life insurance policies in the approximate sum of $1,000,000 as additional security for said loan; and WHEREAS,- the said DON E. HANSEN desires to further addi- tionally secure said indebtedness by the assignment of all of his right, title, liens and interest in and to all subleases, an itemized list of which is attached hereto and marked Exhibit nA u NOW, THEREFORE, for and in consideration of the advance of $950,000, receipt of which is hereby acknowledged, the under- signed does hereby sell, transfer, convey and assign unto WORLD SERVICE LIFE INSURANCE COMPANY, its successors and/or assigns, all of his right, title, liens and interest in and to the leases aforesaid together with the rentals due and to become due there- under according to the provisions of said leases_ - It is agreed and understood this assignment is security for the loan aforesaid in addition to the deed of trust and the assignment of life insurance and so long as the payments due according to the terms and provisions of the promissory note and deed of trust and the loan covenant agreement executed in connec- tion therewith are not in default, the said DON E. HANSEN, his heirs, .successors and/or assigns, may continue to collect the rentals provided in the leases. In the event, however, default is made in the payment of any sums due according to the terms of said note, deed of trust and loan covenants and upon receipt of written notice from WORLD SERVICE LIFE INSURANCE COMPANY, its successors and/or assigns, that said indebtedness is in default and directing that future payments be made to WORLD SERVICE LIFE INSURANCE COMPANY, its successors and/or assigns, it is agreed all future payments of rental due according to the terms of said leases shall be paid directly to WORLD SERVICE LIFE INSURANCE COMPANY, its successors and/or assigns, and that this direction shall be self-enacting and no further or additional assignment of said rentals shall be necessary. Inasmuch as this assignment of leases is security for the payment of the indebtedness described above, it .is agreed, . however, that upon the payment of said indebtedness in full, in whatever way payment may be effected, this assignment shall become null and void and of no further force and effect. Nothing contained in this assignment shall be deemed to alter or amend the lease agreements described in Exhibit "A" ex- cept as specifically stated herein. IN WITNESS WHEREOF, DON E. HANSEN has executed this Assignment of Leases this the -119 day of August, A.D. 1975. DON E. HANSEN THE STATE OF TEXAS ) COUNTY OF TARRANT } BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared DON E. - HANSEN, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he -2- executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of 1975. Notary Public in and for Tarrant County, Texas i i -3- . EXHIBIT "A" TO ASSIGNMENT OF LEASES 1. An Agreement of Sublease between Don E. Hansen and to Meacham Aero, Inc. dated August 1, 1974, effective upon the consent thereto of the City of Fort Worth given in City Secre- tary Contract No. 8022, dated September 23, 1974. 2. An Agreement of Sublease between Don E. Hansen and i Meacham Aero, _Inc.. , dated March 14, 1975, effective upon the i consent of the City of Fort Worth thereto given in City Secre- tary Contract No. 8182, dated March 24, 1975. 3. An Agreement of Sublease between Don E. Hansen and Meacham Aero, Inc. , dated March 14, 1975, effective upon the con- sent thereto of the City of Fort Worth given in City Secretary Contract No. 8183, dated March 24, 1975. 4. An Agreement of. Sublease between Don E. Hansen and Meacham Aero, Inc. , dated August 1, 1974, effective upon the con- sent thereto of the City of Fort Worth given in City Secretary Contract No. 8021, dated September 23, 1974. SUBORDINATION AGREEMENT THE STATE OF TEXAS, ) COUNTY OF TARRANT. ) Don E. Hansen (Hansen) has executed a promissory note dated August 20 , 1975, in the original principal sum of $950,000.00, payable to the order of world Service Life. Insur- ance Company in monthly installments of $12,554.32, with interest thereon at the rate of loo per annum. To secure the foregoing note, Hansen has executed a deed of trust to B. E. Godfrey, Trustee, which creates a lien upon the leasehold estates de- scribed in Exhibit "A" to the Deed of Trust, a copy of which is attached hereto and made a part hereof. Meacham Aero, Inc. (Lessee) is in possession of all of such leasehold estates under and by virtue of certain written sublease agreements entered into by and between Hansen, as Lessor, and Meacham Aero, Inc. , as Lessee, as described in Exhibit "A" to the Assignment of Leases, a copy of which is attached hereto and made a part hereof. Meacham Aero, Inc. has been requested to subordinate its rights under those Sublease Agreements to World Service Life Insurance Company's deed of trust lien and to confirm the representations of Hansen that such Sublease Agreements and the rentals thereunder have not been assigned, hypothecated or pledged. Meacham Aero, Inc. has also been requested to consent to the assignment by Hansen to World Service Life Insurance Com- pany of his rights under the Sublease Agreements, as set out in said Assignment of Leases. Therefore, for a valuable and sufficient consideration to it in hand paid, the receipt of which is hereby acknowledged, and other good and sufficient consideration, Meacham Aero, Inc. .expressly agrees that the Sublease Agreements and all of its rights thereunder shall be and remain, and are hereby expressly made subordinate and inferior to world Service Life Insurance Company's deed of trust lien securing the payment of the promis- sory note referred to above. Meacham Aero, Inc. also agrees that said deed of trust lien shall be and remain prior and superior to the Sublease Agreements and to all of the rights of Meacham Aero, Inc. thereunder, regardless of how often or in what manner the foregoing note, together with the lien or liens securing the same, may be renewed, extended, changed or altered. Executed this .20 day of August, 1975. MEACHAM AERO, INC. DON E. HANSEN, President DON E. HANSEN, Individually THE STATE OF TEXAS, ) ) COUNTY OF TARRANT. ) BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared DON E. HANSEN, President, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said MEACHAM AERO, INC. , a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ZD day of August, 1975. Notary Public in and for Tarrant County, Texas 2 - THE STATE OF TEXAS, ) COUNTY OF TARRANT. ) BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared DON E. HANSEN, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 2 day of August, 1975. Notary Public in anZI for Tarrant - County, Texas - 3 - City of Fort Worth, Texas Mayor and Council Communication DATE REFERENCE SUBJECT: Assignment of D. E. Hansen PAGE NUMBER Leases at Meacham Field to World I 1 8/18/75 C-3168 Service Life Insurance Company 1 o D. E. Hansen holds the following leases at Meacham Field which cannot be assigned without the consent of the City Council: No. 7190 - Dated July 17, 1972 No. 7920 - Dated June 28, 1974 as amended by No. 8317 - Dated July 28, 1975 No. 8180 - Dated March 24, 1975 No. 8181 - Dated March 24, 1975 Mr. Hansen has requested the City to consent to the conditional assignment of his leases to World Service Life Insurance Company as security for a loan. The assignments and proposed form of consent have been approved by the Depart- ment of Law, Recommendation It is recommended that the City Council give its consent to the assignments as requested and authorize and direct the City Manager to execute the written consent on behalf of the City. RNL:ms SUBMITTED BY: DISPOSITIO Y COUNCIL: PROCUSED Y APPROVED ❑ OTHER (DESCRIBE) ASEC CITY SECRETARY DATE CITY MANAGER