HomeMy WebLinkAboutContract 41120-CD1 CONTRACT NO.
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CONSENT TO LEASEHOLD DEEDS OF TRUST
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LEASE SITES 16S-18S and 27S-31S
CITY SECRETARY CONTRACT NO. 41117 and 41120
This CONSENT TO L E A S E H O L D DEEDS OF TRUST ("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; TACTICAL
AVIATION SERVICES, LLC ("Lessee"), a Texas limited liability company, and BOKF,
NA DBA BANK OF TEXAS ("Lender"), a national banking association.
The following introductory provisions are true and correct and form the basis of this Consent:
A. On Februaryl8, 1992 (M&C C-13245), Lessor and Don E. Hansen ("Existing Tenant")
entered into certain city secretary contracts that ultimately resulted in the execution by Lessor
and Existing Tenant of City Secretary Contract ("CSC") Nos. 41117 & 41120 (collectively
known as the "Leases"), Unimproved Ground Lease Agreements known as lease sites 165, 175,
185, 27S, 285, 295, 30S and 31S ("Leased Premises") at Fort Worth Meacham International
Airport ("Airport").
B. On November 17, 2015, the City Council of the City of Fort Worth, Texas authorized the
City Manager to execute a consent to assignment of the Leases to Lessee in which Lessee would
assume all of Existing Tenant's leasehold interests and obligations under the Leases, and further
authorized the city secretary to execute a consent to the execution by Lessee of Leasehold Deeds
of Trust on the Leased Premises (collectively, the "Deeds of Trust") in favor of the Lender as
part of the financing of the transaction (the "Loan").
C. Lessee and the Lender desire Lessor to consent to the execution by Lessee of the Deeds
of Trust on the Leased Premises in favor of the Lender.
NOW, THEREFORE,Lessor, Lessee and the Lender 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 Lender have entered into this Agreement. The Leases are
public documents on file in Lessor's City Secretary's Office and are incorporated herein
by reference for all purposes.
2. Lessor hereby consents to the execution and delivery by Lessee to the Lender of the
Deeds of Trust. Lessor does not adopt, ratify or approve of any of the particular
provisions of the Deeds of Trust and does not grant any right, privilege or use to Lessee,
Tactical Aviation Services,LLC . .......
Deeds of Trust Upon Li �"m �„w RECORD
in favor of BOKF,NA DBA BA Bank of Texas ,
Page 1 of 8 ;rry SECRETARY"
CITY SECREMIN It I' a,0
COWMCT NO.
CONSENT TO LEASEHOLD DEEDS OF TRUST
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
k N"MiamC LEASE AGREEMENTS
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( LEASE SITES 16S-18S and 27S-31S
., CITY SECRETARY CONTRACT NO. 41117 and 41120
This CONSENT TO L E A S E H O L D DEEDS OF TRUST ("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; TACTICAL
AVIATION SERVICES, LLC ("Lessee"), a Texas limited liability company, and BOKF,
NA DBA BANK OF TEXAS ("Lender"), a national banking association.
The following introductory provisions are true and correct and form the basis of this Consent:
A. On Februaryl8, 1992 (M&C C-13245), Lessor and Don E. Hansen ("Existing Tenant")
entered into certain city secretary contracts that ultimately resulted in the execution by Lessor
and Existing Tenant of City Secretary Contract ("CSC") Nos. 41117 & 41120 (collectively
known as the "Leases"), Unimproved Ground Lease Agreements known as lease sites 165, 175,
185, 27S, 285, 295, 30S and 31S ("Leased Premises") at Fort Worth Meacham International
Airport ("Airport").
B. On November 17, 2015, the City Council of the City of Fort Worth, Texas authorized the
City Manager to execute a consent to assignment of the Leases to Lessee in which Lessee would
assume all of Existing Tenant's leasehold interests and obligations under the Leases, and further
authorized the city secretary to execute a consent to the execution by Lessee of Leasehold Deeds
of Trust on the Leased Premises (collectively, the "Deeds of Trust") in favor of the Lender as
part of the financing of the transaction (the "Loan").
C. Lessee and the Lender desire Lessor to consent to the execution by Lessee of the Deeds
of Trust on the Leased Premises in favor of the Lender.
NOW, THEREFORE,Lessor, Lessee and the Lender 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 Lender have entered into this Agreement. The Leases are
public documents on file in Lessor's City Secretary's Office and are incorporated herein
by reference for all purposes.
2. Lessor hereby consents to the execution and delivery by Lessee to the Lender of the
Deeds of Trust. Lessor does not adopt, ratify or approve of any of the particular
provisions of the Deeds of Trust and does not grant any right, privilege or use to Lessee,
Tactical Aviation Services,LLC
Deeds of Trust Upon Li
in favor of BOKF,NA DBA Bank-of Texas OFFICIAL RECORD°
Page 1 of 8 ITT SECRETARY
FT TNI '
Lender, or any successor in interest pursuant to the Deeds of Trust that is different from
or more extensive than any right, privilege or use granted to Lessee under the Leases.
Notwithstanding anything contrary in the Deeds of Trust, Lessee and the Lender
acknowledge, understand and agree that Lessee and the Lender do not have any right
to convey any interests in the Leased Premises greater than those granted specifically
by the Leases. Lessee and the Lender further acknowledge, understand and agree that Lessor
retains the mineral interest and the right to develop such interest. In the event of any conflict
between the Deeds of Trust and the Leases,the Leases shall control in all respects as to
Lessor and as to Lessee's and the Lender's obligations to Lessor established by the
Leases and/or this Agreement In the event of any conflict between the Deeds of
Trust and this Agreement, this Agreement shall control. In the event of any conflict
between this Agreement and the Leases,the Leases shall control.
3. In the event that Lessor is required by the Leases 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
Lender. Lessor agrees that (i) the Lender may perform any of the obligations or
requirements imposed on Lessee by the Leases in order to avoid a breach or default
under the Leases by Lessee and (ii) Lessor will accept the Lender's performance the
same as ifLessee had performed such obligations or requirements.
4. Lessor agrees and covenants that it will not exercise any rights it may have under the
Leases to cancel or terminate the Leases or to force surrender of all or part of the
Leased Premises unless it first has provided the Lender with written notice of its
intent to exercise such any such right. The Lender shall have ten (10) calendar days
from the date it receives such notice to cure any monetary default under the Leases
and thirty (30) calendar days from the date it receives such notice to cure any other
default under the Leases to Lessor's reasonable satisfaction in order to avoid
such cancellation, termination or surrender; provided, however, that if the Lender, in
good faith and after diligent and continuous efforts to remedy any non-monetary
default under the Leases, cannot cure such default within thirty (30) calendar days, it
shall notify Lessor in writing and Lessor and the Lender shall negotiate in good faith
a reasonable amount of additional time to cure such default.
5. Lessee agrees that it will not request or consent to any future modifications,
amendments or assignments of the Leases without first receiving the Lender'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 Lender'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. As long as such does not conflict with Lessor's rights under the Leases, Lessor
consents to the exercise by the Lender of any and all rights and remedies permitted
under the Deeds of Trust (including judicial and/or non judicial foreclosure on the
Tactical Aviation Services,LLC
Deeds of Trust Upon Lienhold
in favor of BOKF,NA DBA Bank of Texas
Page 2 of 8
Leased Premises), and to the exercise of such additional legal and equitable rights and
remedies as may be available to Lender, if an Event of Default occurs under the
Deeds of Trust. In the event that Lender undertakes to enforce its rights to any
collateral granted by the Deeds of Trust on account of default by Lessee under the
Deeds of Trust, Lessor will cooperate with the Lender in its efforts to assemble and/or
remove any personal property of Lessee on the Premises. The Lender hereby agrees
to repair any damages at or to the Airport, including the Leased Premises, caused by
or incident to such removal.
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 Leases to name
both Lessor and the Lender 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 Deeds of Trust, the Lender
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 Leases. Payment of such proceeds shall apply secondarily to secure any of Lessee's
indebtedness to the Lender.
8. Subject to Sections 4 and 6 of this Agreement, Lessor may take all action available
to it under the Leases, 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 Leases and in
accordance with this Agreement.
9. The Lender agrees that it promptly will notify Lessor in writing when the Lender has
released its rights under the Deeds of Trust. This Agreement will automatically
terminate on the earlier of(i) the date as of which the Lender releases such rights or (ii)
the date upon which the Leases expire or are terminated.
10. If the Lender forecloses on the Leased Premises as a result of exercising its rights under
the Deeds of Trust, the Lender may become the owner of all of Lessee's rights under the
Leases, without Lessor's further action or consent. However, if the Lender desires to sell
or otherwise transfer its leasehold interest in the Leased Premises to a third party (either
at or after foreclosure), the Lender must obtain the Lessor's written consent to and
approval of the purchaser. Such consent and approval will not be unreasonably
withheld, conditioned or delayed. Nothing in this Agreement is intended to prohibit the
Lender from assigning the liens and security interests created by the Deeds of Trust to
another financial institution with Lessor's prior written consent, which such consent will
not be unreasonably withheld, conditioned, or delayed.
11. Notices to the Lender required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (i) hand-delivered to the Lender,
its agents, employees, servants or representatives, or (ii) deposited in the United States
Tactical Aviation Services,LLC
Deeds of Trust Upon Lienhold
in favor of BOKF,NA DBA Bank of Texas
Page 3 of 8
Mail, certified, return receipt requested, addressed as follows:
BOKF,NA DBA Bank of Texas
ATTN: Pam Drenner
801 Chevy Street, Suite 3325
Fort Worth, Texas 76102
12. The parties hereto understand and agree that upon expiration or termination of the
Leases, 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 Deeds of Trust, except for
improvements of a non-permanent nature, all trade fixtures, machinery, furnishings and
other items may specifically be removed from the Leased Premises in accordance with
the Leases. In the event that the Leases expire or are terminated, Lessee and the Lender
covenant and agree that nothing herein shall obligate Lessor to assume in any way
Lessee's indebtedness to the Lender.
13. Estoppel.
a. The documents referred to above as comprising the Leases are the only
documents which constitute the Leases, and the Leases are in full force and effect
and have not been modified, changed, altered or amended in any respect.
b. The Leases are the only agreements between the City and Lessee relating to the
Leases at Fort Worth Meacham International Airport and, together with the
minimum standards and other general regulations that may apply to the lessee
under the Leases, contain the entire agreement and understanding of the City and
Lessee with respect thereto. Lessee is the current holder of the leasehold interest
in the premises under the Leases.
C. To the best knowledge of the City, no monetary or non-monetary default by
Existing Tenant or Lessee presently exists under the Leases and no state of facts
exist which with the passage of time or giving of notice, or both, would constitute
a default by the Existing Tenant or Lessee under the Leases.
d. To the best knowledge of the City, no monetary or non-monetary default by the
City presently exists under the Leases and no state of facts exist which with the
passage of time or giving of notice, or both, would constitute a default by the City
under the Leases.
e. The City has not taken, and does not currently anticipate taking any action to, or
that would, terminate the Leases.
L All improvements, facilities, work and alterations required to be furnished by the
Existing Tenant under the Leases have been satisfactorily constructed.
Tactical Aviation Services,LLC
Deeds of Trust Upon Lienhold
in favor of BOKF,NA DBA Bank of Texas
Page 4 of 8
g. Existing Tenant is current in the payment of any and all rent and any other
charges required to be paid by Existing Tenant under the Leases, which
amounts have been paid through the month of November 2015.
h. There are no escrows or other deposits from Existing Tenant held by the City
pursuant to the Leases.
i. Pursuant to the Leases, the Initial Term of the Leases expires on May 31, 2026 at
11:59 PM. Lessee has a right to extend the term of the Leases for two (2)
additional successive terms of five (5) years each (each a "Renewal" Term).
14. The provisions of this Agreement shall be self-operative and effective without the
execution of any further instruments on the part of any party hereto.
15. Lessor understands and agrees that this Agreement is for the benefit of the Lender, that
the Lender relied upon this Consent to Leasehold Deeds of Trust and Estoppel in making
its decision to make the Loan to Lessee and that the Lender would not make the Loan
absent Lessor's execution and delivery of this Agreement.
16. 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 the Lender covenant and agree that they will not amend the Deeds of Trust, or assign
any rights and/or obligations thereunder, without the prior written consent of Lessor.
17. 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.
18. This written instrument, including any documents attached hereto and/or incorporated
herein by reference, contains the entire understanding and agreement between Lessor,
Lessee and the Lender 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.
19. The person signing this Agreement hereby warrants that he/she has the legal authority to
execute this Agreement on behalf of the respective party, and that such binding authority
has been granted by proper order, resolution, ordinance or other authorization of the
entity. The other party is fully entitled to rely on this warranty and representation in
entering into this Agreement.
[Signature Pages Follow]
Tactical Aviation Services,LLC
Deeds of Trust Upon Lienhold
in favor of BOKF,NA DBA Bank of Texas
Page 5 of 8
p + Y , the parties hereto have executed this Agreement in
multiples IN on WITNESS WHERE, � e art v 2015.
CITY OF FORT WORTH:
Fernando Costa
Assistant City Manager
Date: d /z li.
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Fernando Costa, 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 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 of
e,A r- , 2015.
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Notary Pubic in a for the Stat
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By: r y � l
Paige Mebane Mary J. Kayser
Assistant City Attorney L/City Secretary
M&C: C-27532
Date Approved: November 17, 2015
Tactical Aviation Services,LLC
Deeds of Trust Upon LienholdW
in favor of BOKF,NA DBA Bank of Texas
Page 6 of 8 (; 'FIC AL RECO RD
LESSEE: ATTEST:
Tactical Aviation Services, LLC
By: B y:
Tho
an
Date:
STATE OF �� §
COUNTY OF §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Thomas Trejo 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
Tactical Aviation Services, LLC and that he executed the same as the act of Tactical Aviation
Services, LLC for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
.w 2015
Notary h
Pub
°pA,-, ANNE-MARIE STOWE Public in and for the State of Texas
Notary Public,state of Texas
+r, My Commission Expires
OFF]CIAL RECORD
CITY SECRE"UUM(F
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Tactical Aviation Services,LLCu,nA y�,m
Deeds of Trust Upon Lienhold a .) H, 1r V
in favor of BOKF,NA DBA Bank of Texas
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LENDER: ATTEST:
BOKF, DBA Bank of Texas
By , e By
Pam Drenner, Senior Vice President
Date: d
STATE OF , M° w §
COUNTY
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Pam Drenner 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
BOKF, NA DBA Bank of Texas and that she executed the same as the act of BOKF, NA DBA
Bank of Texas for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
2015.
Notary Public in and for the State of Texas
Tactical Aviation Services,LLC OFFICIAL RECORD
Deeds of Trust Upon Lienhold ^ p
in favor of BOKF,NA DBA Bank of Texas
Page 8 of 8 uw WC)RT t Tr
"NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST
IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER."
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT
("Deed of Trust")
[Covering Leasehold interest in City of Fort Worth Secretary Contract No.41120]
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument is entered into between TACTICAL AVIATION SERVICES, LLC, a Texas limited liability company
(hereafter called"Mortgagor,"whether one or more),whose address is 4001 North Main Street,Fort Worth,Texas 76106,
and JOHN E. GIRARD (hereafter called "Trustee") as trustee for the benefit of BOKF, NA DBA BANK OF TEXAS, a
national banking association (hereafter called"Mortgagee"),whose address is P.O. Box 29775, Dallas, Dallas County,
Texas 75229.
SECTION t. DEFINITIONS.
1.1 The term"Mortgaged Premises"means the following described real property and personal property which is or
will become fixtures(list personal property by item or type):
The leasehold interest of Mortgagor(the"Leasehold Estate"),whether now owned or hereafter
acquired,in that certain Ground Lease dated November 17,2010(the"Ground Lease"),between
the City of Fort Worth, Texas, as Lessor, and Don E. Hansen, as Lessee, being a public
document on file in Lessor's City Secretary's Office as City Secretary Contract No. 41120,
covering approximately 207,135.64 square feet of ground space at Fort Worth Meacham
International Airport in Fort Worth,Tarrant County,Texas,as described and shown in Exhibit A
attached hereto and incorporated herein by reference,
The leasehold interest of Mortgagor, whether now owned or hereafter acquired, in any new
ground lease executed by the City of Fort Worth,as lessor,and Mortgagor,as lessee,covering
the ground space at Fort Worth Meacham International Airport in Fort Worth,Tarrant County,
Texas, as described and shown in Exhibit A attached hereto and incorporated herein by
reference,and all references herein to the Leasehold Estate shall also refer to such leasehold
interest,
TOGETHER WITH all improvements now or hereafter placed upon such property and all appurtenances,servitudes,rights,
ways,privileges,prescriptions and advantages in any way thereunto belonging or appertaining.
1.2 The term"Obligations"means:
A. A promissory note dated of even date herewith in the principal sum of$2,100,000.00 executed by Mortgagor and
payable to the order of Mortgagee at 801 Cherry Street,Suite 3325,Fort Worth,Texas 76102,with interest at the rate as
therein specified and on terms as therein contained(hereafter called the"Note");
B. All promissory notes evidencing additional loans which Mortgagee may hereafter make to Mortgagor(although it
is understood that Mortgagee is under no obligation to do so);
C. All other indebtedness and liabilities of all kinds of Mortgagor to Mortgagee, now existing or hereafter arising,
whether fixed or contingent,joint and/or several,direct or indirect,primary or secondary and regardless of how created or
evidenced.
D. All sums advanced or costs or expenses incurred by Mortgagee(whether by it directly or on its behalf by the
Trustee)which are made or incurred pursuant to, or allowed by, the terms of this instrument, plus interest thereon at the
rate of eighteen percent(18%)per annum from the date paid until reimbursed;and
E. All renewals,extensions and/or modifications of all of the above whether or not Mortgagor executes any renewal,
extension or modification agreement;
Provided, however,the term"Obligations"shall not include any extension of credit described in or intended to comply with
Texas Constitution Article 16 Section 50(a)(6).
SECTION Il. CONVEYANCE INTRUST.
In consideration of Mortgagee's advancing or extending to Mortgagor the funds or credit constituting the Obligations and in
further consideration of the mutual covenants herein contained,Mortgagor by this instrument conveys to Trustee the above-
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 1
described Mortgaged Premises, in trust, for the purpose of securing such Obligations. TO HAVE AND TO HOLD the
Mortgaged Premises, together with the rights, privileges and appurtenances thereto belonging unto the Trustee and his
substitutes or successors forever,and Mortgagor is hereby bound to warrant and forever defend the Mortgaged Premises
unto the Trustee,his substitutes or successors and their assigns,against the claims of all persons claiming any interest in
the Mortgaged Premises or any part thereof,subject,however,to those exceptions in title listed in the Mortgagee's policy
- of title insurance furnished to and accepted by Mortgagee in connection with the loan evidenced by the Note(but excluding
any exceptions related to the mineral estate which do not make specific reference, by recording information, to mineral
reservations or conveyances, it being the intention that all of Mortgagor's right, title and interest in the oil,gas and other
minerals in and under and that may be produced from the Mortgaged Premises be included as part of the Mortgaged
Premises and covered by Mortgagor's warranty of title).
SECTION 111. MORTGAGOR'S REPRESENTATIONS AND WARRANTIES.
In order to Induce Mortgagee to extend or continue the indebtedness represented by the Obligations,Mortgagor represents
and covenants that:
A. Accurate Loan Information. All information contained in statements furnished or to be furnished Mortgagee by or
on behalf of Mortgagor in connection with the Obligations secured by this instrument is or will be complete and accurate.
B. Valid Title. Mortgagor has valid and indefeasible title to the Mortgaged Premises and has a legal right to grant
and convey same to Trustee for the benefit of Mortgagee, and Mortgagor shall, if requested by Mortgagee, execute all
proper additional assurances of title.
C. Free From Encumbrances. The Mortgaged Premises are free from all liens, security interests or other
encumbrances,except as specifically set forth above or as permitted by the provisions of Paragraph D of Section IV hereof.
D. Property Included as Fixtures. All awnings, door and window screens, storm windows and doors, mantels,
cabinets,rugs,carpeting,floor coverings,stoves,shades,blinds,oil and other fuel-burning systems and equipment,water
heaters and all plumbing, heating, lighting, cooking, ventilating, cooling, air-conditioning and refrigerating apparatus and
equipment and such goods and chattels and personal property as are usually furnished by landlords in letting an unfurnished
building, or which are or shall be attached to said building by nails,screws, bolts, pipe connections, masonry or in other
manner, and all additions thereto and replacements thereof and such built-in equipment as shown by plans and
specifications,are and shall be deemed to be fixtures and accessions to the Mortgaged Premises,being hereby agreed to
be immovables and a part of the realty as between the parties hereto and shall be deemed to be a part of the Mortgaged
Premises.
E. Representations,Warranties and Covenants of Corporate Mortgagor. If Mortgagor is a corporation(1)it is, and
shall continue to be,(a)duly organized and existing under the laws of the state in which it is incorporated,(b)duly authorized
to execute and deliver the written instruments comprising the Obligations and this instrument and to observe and perform
its duties thereunder and hereunder,(ii)its officers executing the instruments comprising part or all of the Obligations are
the legally elected, qualified and acting officers of the corporation and have been expressly authorized to execute such
instruments by resolution of the corporation's board of directors, and (iii) it shall not, without Mortgagee's prior written
consent,reorganize,consolidate or merge with any other corporation.
SECTION IV. MORTGAGOR'S COVENANTS.
As long as any of the Obligations remains unpaid,Mortgagor shall(at Mortgagor's own expense):
A. Maintain Premises and Permit Inspection. Cause the Mortgaged Premises to be maintained in good condition
and repair and cause to be made all repairs, renewals,replacements,additions and improvements thereof or thereto and
permit the Trustee and Mortgagee(through its agents and employees)to enter into or upon the Mortgaged Premises for
the purpose of investigating and inspecting the condition and operation of the Mortgaged Premises; provided, however,
Mortgagor shall not make any material alterations to the Mortgaged Premises without Mortgagee's prior written consent.
B. Prevent Vacancies. Keep occupied habitable improvements on the Mortgaged Premises so as not to impair the
insurance carried thereon,and in the event any such improvements become vacant and remain vacant for more than thirty
(30)consecutive days, Mortgagee may require the Trustee to take possession of such improvements, rent them and the
rent so received, less the reasonable costs and expenses of collection thereof, shall be applied as part payment of the
Obligations.
C. No Sale of Premises. Not sell,assign or convey any part or all of the Mortgaged Premises(regardless of whether
the buyer or assignee"assumes"the Obligations,takes the Mortgaged Premises"subject to"such Obligations,or purchases
under a contract for deed)without first obtaining Mortgagee's prior written consent. Any transfer of more than twenty percent
(20%) of the ownership interest in any corporation, partnership or joint venture that is a mortgagor hereunder without
obtaining Mortgagee's prior written consent shall be deemed to be a transfer in violation of this covenant.
D. Prevent Other Encumbrances. Cause the Mortgaged Premises to be kept free and clear of liens, charges,
security interests and encumbrances of every character,other than (i)the liens and other encumbrances created by this
instrument, (ii) taxes constituting a lien, but not due and payable, (iii) defects or irregularities in title and liens, security
interests, charges or encumbrances which in Mortgagee's opinion are not such as to interfere materially with the
development, operation or value of the Mortgaged Premises and not such as to affect materially title thereto, (iv)those
above set forth in Paragraph 1.1 of Section I hereof,(v)those being contested in good faith by Mortgagor in such manner
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 2
as not to jeopardize Mortgagee's rights in and to the Mortgaged Premises, and (vi) those consented to in writing by
Mortgagee;and Mortgagor covenants that it shall preserve and maintain the liens and other encumbrances hereby created
as a valid and enforceable lien on the Mortgaged Premises,
E. Carry Insurance. Carry insurance in respect of the improvements now or hereafter located on the Mortgaged
Premises against loss or damage by fire,windstorm and any other hazards as may reasonably be required from time to
time by Mortgagee during the term of the Obligations hereby secured to the extent of the total amount of the Obligations
hereby secured,or to the extent of the full insurable value of said improvements,whichever is the lesser,in such form and
with such insurance company or companies as may be approved by Mortgagee. Mortgagor shall deliver to Mortgagee such
insurance policies naming Mortgagee as loss payee and having attached thereto standard mortgagee clauses. Mortgagor
shall also deliver renewals of such policies to Mortgagee at least twenty(20)days before any such insurance policies shall
expire. All such insurance policies shall provide the maximum prior written notice to Mortgagee of cancellation which the
insurance companies will provide. Mortgagor hereby assigns to Mortgagee all of Mortgagor's rights,title and interest in all
such policies of insurance and authorizes Mortgagee to collect for, adjust or compromise any losses under any insurance
policy on the Mortgaged Premises; and all loss proceeds (less expenses of collection) shall, at Mortgagee's option, be
applied to payment of the Obligations(regardless of whether the Obligations,or any part thereof,are then due)or to the
restoration of the Mortgaged Premises,or may be released to Mortgagor,but any such application or release shall not cure
or waive any default.
F. Pay Recording Expenses and Maintain Liens. File at Mortgagor's expense this and every other instrument in
addition or supplemental thereto,including applicable financing statements in such offices and at such times and as often
as may be necessary in Mortgagee's opinion to preserve, protect and renew the liens and other encumbrances herein
created as a first lien or prior encumbrance on real or personal property as the case may be;and Mortgagor shall do and
perform all matters or things necessary or expedient to be done or observed by reason of any law or regulation of any state
or of the United States or of any other competent authority for the purpose of effectively creating,maintaining and preserving
the liens and other encumbrances created therein.
G. Pay Charges Accruing to Premises. Promptly pay or cause to be paid prior to delinquency(i)all rentals payable
in respect of the Mortgaged Premises,(ii)all expenses including insurance premiums incurred in or arising from the normal
use and ownership of the Mortgaged Premises,and(iii)all taxes,assessments and governmental charges legally imposed
upon the Mortgaged Premises, the interest therein created by this instrument, or upon Mortgagor in connection with the
normal use and operation of the Mortgaged Premises. Mortgagor shall furnish Mortgagee receipts showing payment of all
such items to Mortgagee; provided, however, if prepayment deposits are required as a result of Paragraph H below, the
obligations imposed by this paragraph shall be deemed to have been satisfied by Mortgagor's making such prepayment
deposits as and when due,and it will be unnecessary for Mortgagor to exhibit to Mortgagee receipts showing payment of
such items. In the event of foreclosure of this Deed of Trust lien,the obligation of Mortgagor under this paragraph to pay
any taxes or other charges which accrued at or prior to such foreclosure,shall survive the foreclosure.
H. Reserve for Expenses. Upon request by Mortgagee the Mortgagor shall deposit with Mortgagee with and in
addition to installment payments on the Obligations (if any) a sum equal to one-twelfth (1/1211) of the estimated annual
ground rents, taxes, hazard insurance premiums and other charges referred to in Paragraph G herein next due on the
Mortgaged Premises. If the amount so paid is not sufficient to pay such items as and when they become due, then
Mortgagor shall deposit immediately with Mortgagee an amount sufficient to pay such items. If there occurs an"Event of
Default" (as hereinafter defined), Mortgagee may at anytime thereafter apply the balance then remaining of the funds
accumulated under this provision as a credit against the amount then remaining unpaid under the Obligations hereby
secured. No interest shall accrue or be allowed on any payments made under the provisions of this paragraph.
I. Construction Loan. To the extent all or any part of the Obligations are advanced by Mortgagee to construct and
complete certain improvements on the Mortgaged Premises according to plans and specifications submitted by Mortgagor
to Mortgagee,any such improvements,all materials and supplies placed on the Mortgaged Premises and the Mortgaged
Premises themselves shall be impressed with,and the same are hereby impressed with and charged with,not only the liens
created by this Deed of Trust, but, in addition thereto, an express Mechanic's, Materialman's and Laborer's Lien for all
advances made hereunder,with the express understanding that failure to complete the improvements as agreed shall not
invalidate such liens, but they shall remain in full force and effect as security for payment in full of the Obligations hereby
secured; and Mortgagor shall further carry workmen's compensation insurance and public liability and property damage
insurance in amounts and with companies satisfactory to Mortgagee and subject to the same requirements contained in
Paragraph E of Section IV herein,dealing with insurance on the Mortgaged Premises.
J. Furnish Financial Information. Mortgagor shall furnish and shall cause all guarantors of the Obligations(or any
portion thereof)to furnish to Mortgagee annual, current financial statements accurately and completely setting forth the
financial condition of Mortgagor and guarantors,as applicable,in such form as Mortgagee shall reasonably require.
SECTION V. PROVISIONS REGARDING SECURITY INTEREST IN FIXTURES.
To the extent permitted by law, this Deed of Trust also shall be construed to be a security agreement whereby and
whereunder Mortgagor,as debtor,creates and grants to Mortgagee,as secured party,a security interest in and to all fixtures
and improvements now or hereafter erected upon or affixed to any of the above-described property as additional(but not
substituted)security and collateral for the payment of the Obligations hereby secured. As secured party,Mortgagee shall
have all of the rights, remedies and reliefs accorded to a secured party under the Texas Business and Commercial Code,
including, but not limited to,the right to require the Mortgagor, as debtor,to assemble the collateral and make it available
to Mortgagee,as secured party,at a place to be designated by Mortgagee,as secured party,which is reasonably convenient
to Mortgagee and to the Mortgagor. In addition,this Deed of Trust also shall be construed to be a financing statement. This
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 3
Deed of Trust is to be filed for record in the Deed of Trust Records of the county in which the Mortgaged Premises are
located.
SECTION A. ADDITIONAL SECURITY.
As additional security for the payment and performance of the Obligations hereby secured,Mortgagor hereby transfers and
assigns to Mortgagee,the following:
A. All the rents,royalties,issues,profits,revenue,income and other benefits derived from the Mortgaged Premises
or arising from the use or enjoyment of any portion thereof or from any lease or agreement pertaining thereto(hereinafter
called the"Rents and Profits") are hereby collaterally assigned, transferred, conveyed and set over to Mortgagee to be
applied by Mortgagee in payment of the principal and interest and all other sums payable on the Note, and all other
indebtedness secured hereby. Mortgagor will not(i)execute an assignment of any of its right,title or interest in the Rents
and Profits,or(ii)except where the lessee is in default thereunder,terminate or consent to the cancellation or surrender of
any lease of the Mortgaged Premises or any part thereof, now or hereafter existing having an unexpired term of one(1)
year or more,except that any lease may be canceled,provided that promptly after the cancellation or surrender thereof,a
new lease is entered into with a new lessee having a credit standing, in the judgment of Mortgagee at least equivalent to
that of the lessee whose lease was canceled,on substantially the same terms as the terminated or canceled lease,or(iii)
modify any lease of the Mortgaged Premises or any part thereof so as to shorten the unexpired term thereof or so as to
decrease the amount of the rent payable thereunder,or(iv)accept prepayments of any installments of rent to become due
under any of such leases in excess of one(1)month,except prepayments in the nature of security for the performance of
the lessee thereunder,or(v)in any other manner impair the value of the Mortgaged Premises or the security of this Deed
of Trust. Mortgagor will not execute any lease of all or any substantial portion of the Mortgaged Premises,except for actual
occupancy by the lessee thereunder and will at all times promptly and faithfully perform, or cause to be performed,each
covenant,condition and agreement contained in each lease of the Mortgaged Premises now or hereafter existing,on the
part of lessor thereunder to be kept and performed. Mortgagor shall furnish to Mortgagee within ten(10)days after a request
by Mortgagee to do so, a written statement containing the names of all lessees of the Mortgaged Premises, the terms of
their respective leases,the spaces occupied and the rentals payable thereunder. If the Obligations hereby secured are not
paid at maturity,howsoever such maturity may be brought about or if an Event of Default occurs under this Deed of Trust,
thereupon or at anytime thereafter,while such or any subsequent default continues,Mortgagee may,personally or through
an agent selected by Mortgagee,take or have the Trustee take possession and control of the Mortgaged Premises or any
part thereof, and receive and collect all rents, revenues, profits and income theretofore accrued or thereafter accruing
therefrom so long as any of the Obligations remain unpaid or until the foreclosure of this Deed of Trust,applying the sums
so collected,first to the ordinary and necessary expense incident to such possession,control and collection,and second,
to the payment of the Obligations, irrespective of whether then mature, paying the balance, if any, to Mortgagor. In the
event Mortgagor shall execute a separate assignment to Mortgagee of the Leases and Rents,the terms and conditions of
the separate assignment shall control over any conflicting provisions of this Section VIA.
B. All judgment,awards of damages and settlements hereafter made resulting from condemnation proceedings(or
threatened condemnation proceedings) or the taking of all or any part of the Mortgaged Premises under the power of
eminent domain,or for any damage(whether caused by such taking or otherwise)to the Mortgaged Premises or any part
thereof, or to any rights appurtenant thereto, including any award for change of grade of streets. Mortgagee is hereby
authorized,but shall not be required, on behalf of and in the name of Mortgagor,to execute and deliver acquittances for,
and to appeal from,any such judgments or awards. Mortgagee may apply all such sums or any part thereof so received,
after the payment of all expenses,including costs and attorneys'fees,on the Note and other obligations hereby secured in
such manner as Mortgagee elects.
C. Mortgagor also grants to the Trustee a security interest in all oil,gas,and other minerals that might be produced
from the Mortgaged Premises covered by this deed of trust. This Deed of Trust(i)is to be filed in the real property records
of the county in which the Mortgaged Premises are located, (ii) covers all"as-extracted collateral,"as defined in Texas
Business and Commerce Code§9.102,attributable to the Mortgaged Premises,(iii)serves as a security agreement covering
the as-extracted collateral,(iv)serves as an assignment of all payments made for damages or anticipated damages to the
Mortgaged Premises, and(v)serves as a financing statement covering as-extracted collateral and fixtures as provided in
Texas Business and Commerce Code§9.502.The provisions of this paragraph are cumulative of all other provisions of this
Deed of Trust.
D. As additional security,Mortgagor also grants to the Trustee a security interest in all contracts for the sale of all
or any portion of the Mortgaged Premises and any earnest money deposited thereunder and any deposit accounts into
which such earnest money is deposited.
E. Mortgagor authorizes Mortgagee to file such financing statements as Mortgagee may determine are necessary
in connection with any and all security interests created by this Deed of Trust and any separate Assignment of Leases and
Rents covering rents, income,revenues and/or proceeds and other benefits derived from the Mortgaged Premises.
SECTION VII. EVENTS OF DEFAULT.
7.1 Acts Constituting Default. Mortgagor will be in default under this Deed of Trust upon the happening of any of the
following events or conditions(hereafter called an"Event of Default"):
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 4
A. Mortgagor fails to pay when due any principal or interest owing under the Note or any of the other written
instruments comprising part or all of the Obligations or otherwise breaches any of the provisions contained in said written
instruments.
B. Any warranty,or representation made in this Deed of Trust by Mortgagor is determined by Mortgagee to be untrue
in any material respect.
C. Within ten (10) days after the notice thereof from Mortgagee, Mortgagor fails to cure a default in the due
performance or observance of any covenant or agreement contained in this Deed of Trust (other than payment of the
Obligations).
D. Subsequent to the date of execution of this Deed of Trust,there is passed any law which deducts any lien on the
Mortgaged Premises from the value of the Mortgaged Premises for purposes of state or local taxation of deeds of trust and
security agreements or debts secured thereby,or which changes the manner of collection of any such taxes in such a way
that Mortgagee's interest in the Mortgaged Premises is adversely affected.
E. Mortgagor makes an assignment for the benefit of creditors,becomes insolvent,files for bankruptcy or involuntary
bankruptcy proceedings are instituted against Mortgagor;or the Mortgaged Premises are attached or otherwise levied upon
or placed in the hands of a receiver or other representative of a court.
F. A substantial portion of the improvements on the Mortgaged Premises are damaged or destroyed,or Mortgagor's
title to the Mortgaged Premises or any substantial part thereof becomes the subject matter of litigation which would or might,
in Mortgagee's opinion, upon final determination result in substantial impairment or loss of the security provided by this
Deed of Trust.
G. The occurrence of any event constituting a default under any guaranty executed in connection with and
guaranteeing prompt payment of any indebtedness constituting part of the Obligations.
7.2 Acceleration upon Default. Upon the occurrence of any such Event of Default,or at anytime thereafter,Mortgagee
may,at its option,declare the entire unpaid principal of and the interest accrued on the Obligations to be forthwith due and
payable without any notice,presentment,protest,notice of protest or demand of any kind,all of which are hereby expressly
waived,including,without limitation,notice of intent to accelerate and notice of acceleration.
SECTION VIII. MORTGAGEE'S RIGHTS UPON DEFAULT.
8.1 Operation of Property by Trustee. Upon the occurrence of an Event of Default,or at anytime thereafter,and in
addition to all other rights herein conferred on the Trustee,the Trustee(or any person,firm or corporation designated by
the Trustee)may,but will not be obligated to,enter upon and take possession of any of the Mortgaged Premises,exclude
Mortgagor therefrom,and hold,use,administer,manage and operate the same to the extent that Mortgagor could do so. If
the Mortgaged Premises consist of any type of business enterprise,the Trustee may operate and manage such business
without any liability to Mortgagor resulting therefrom (excepting failure to use ordinary care of the operation and
management of the Mortgaged Premises);and the Trustee may collect, receive and receipt for all proceeds accruing from
such operation and management,make repairs and purchase needed additional property and exercise every power,right
and privilege of Mortgagor with respect to the Mortgaged Premises. When and if the expenses of such operation and
management have been paid and the Obligations paid,the Mortgaged Premises shall be returned to Mortgagor(providing
there has been no foreclosure sale).
8.2 Judicial Proceedings. Upon the occurrence of an Event of Default,or at anytime thereafter,the Trustee,in lieu
of or in addition to exercising the power of sale hereafter given, may proceed by legal action to require the specific
performance of any covenant or agreement herein contained or to aid in the execution of any power herein granted;to have
appointed a receiver pending any foreclosure hereunder or any sale of the Mortgaged Premises; to enforce any other
appropriate legal or equitable remedy,and/or in lieu of the non-judicial power of sale hereafter given,to proceed by suit for
a foreclosure of its lien on the Mortgaged Premises. In connection with any such judicial proceeding instituted for the
purpose of foreclosing on and selling the Mortgaged Premises,Mortgagor agrees not to assert in the same proceeding any
counterclaims Mortgagor may have against Mortgagee.
8.3 Foreclosure by Sale.
A. Mechanics of Sale. Upon the occurrence of any Event of Default, or at anytime thereafter,the Trustee shall,in
response to Mortgagee's request(which Mortgagor agrees will be presumed to have been given), enforce this trust or
agreement by selling the Mortgaged Premises in their entirety or in parcels,as the Trustee may elect,to the highest bidder
or bidders for cash at public auction in the following manner. Written or printed notices containing the time,place and terms
of sale shall be posted at the courthouse door and a copy thereof filed with the County Clerk, of the county or counties
where the Mortgaged Premises are located,at least twenty-one(21)days prior to the sale. In addition,Mortgagee shall,at
least twenty-one(21) days preceding the date of sale, serve written notice of the proposed sale by certified mail, return
receipt requested,on Mortgagor and all other debtors obligated to pay the Note and other indebtedness secured hereby
according to the records of the Mortgagee. Service of such notices shall be completed upon deposit of the notices,enclosed
in postpaid wrappers,properly addressed to Mortgagor and to such debtors at the most recent address for each as shown
by Mortgagee's records,in a post office or official depository under the care and custody of the United States Postal Service.
Thereafter, the sale shall take place at the courthouse door of the county where the Mortgaged Premises are located on
the first Tuesday in any month between the hours of 10:00 o'clock a.m. and 4:00 o'clock p.m., provided, however, if the
Mortgaged Premises are located in more than one(1)county,such sale may take place at the courthouse door of any of
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 5
the counties wherein a portion of the Mortgaged Premises is located,and the aforesaid notices shall specify the county of
sale. Any purchaser or purchasers will be provided with a general warranty conveyance binding Mortgagor. Sale of a part
of the Mortgaged Premises will not exhaust the power of sale,and sales may be made from time to time until all the property
is sold or the Obligations are paid in full. The Trustee will have the authority to appoint an attorney-in-fact to act as trustee
in conducting the foreclosure sale and executing a deed to the purchasers. In the event of any inconsistency between the
foregoing provisions relating to the mechanics of sale and the provisions of Section 51.002 of the Texas Property Code,the
provisions of Section 51.002(or its successor),shall govern the mechanics of sale.
B. Certain Aspects of Sale. Mortgagee will have the right to become the purchaser at any sale of the Mortgaged
Premises,and Mortgagee will have the right to credit upon the amount of the bid made therefore the amount payable out of
the net proceeds of such sale to it. Recitals contained in any conveyance to any purchaser at any sale made hereunder
will conclusively establish the truth and accuracy of the matters therein stated, including,without limiting the generality of
the foregoing,non-payment of the unpaid principal sum of(and the interest accrued on)the written instruments constituting
part or all of the Obligations after the same have become due and payable,advertisement and conduct of such sale in the
manner provided herein and appointment of any successor trustee hereunder. Mortgagor does hereby ratify and confirm
all legal acts that the Trustee may do in carrying the Trustee's duties and obligations under this Deed of Trust.
C. Receipt to Purchaser. Upon any sale made under the power of sale herein granted,the receipt of the Trustee
will be sufficient discharge to the purchaser or purchasers at any sale for his, her, its or their purchase money; and such
purchaser or purchasers will not,after paying such purchase money and receiving such receipt of the Trustee,be obliged
to see to the application of such purchase money or be in anywise answerable for any loss,misapplication or non-application
thereof.
D. Effect of Sale. Any sale or sales of the Mortgaged Premises will operate to divest all right,title, interest,claim
and demand whatsoever either at law or in equity,of Mortgagor in and to the premises and the property sold,and will be a
perpetual bar, both at law and in equity, against Mortgagor, Mortgagor's successors or assigns and against any and all
persons claiming or who shall thereafter claim all or any of the property sold from, through or under Mortgagor, or
Mortgagor's successors or assigns. Nevertheless,if requested by the Trustee so to do,Mortgagor shall join in the execution
and delivery of all property conveyances,assignments and transfers of the properties so sold. The purchaser or purchasers
at the foreclosure sale will receive, as incident to his, her, its or their ownership, immediate possession of the property
purchased,and Mortgagor agrees that if Mortgagor,or any person claiming under Mortgagor,whether tenant or otherwise,
retains possession of the Mortgaged Premises,or any part thereof,subsequent to such sale,Mortgagor will be considered
a tenant at sufferance of the purchaser or purchasers and will,if Mortgagor remains in possession after demand to remove,
be guilty of forcible detainer and will be subject to eviction and removal,forcible or otherwise,with or without process of law;
and all damages by reason thereof are hereby expressly waived. All rental or lease agreements hereafter entered into by
Mortgagor in connection with the Mortgaged Premises shall be expressly made subject to this provision.
E. Application of Proceeds. The proceeds of any sale of the Mortgaged Premises or any part thereof,whether under
the power of sale herein granted and conferred or by virtue of judicial proceedings,will be applied as follows: FIRST-To
the payment of all expenses incurred by Mortgagee in preparing for and completing the foreclosure, including, without
limiting the generality of the foregoing,court costs,compensation of agents and employees,legal fees,appraisal fees,title
examination or reports,environmental audit costs and a commission of five percent(5 0%)to the Trustee,plus expenses of
any entry or taking of possession,sale,advertising or conveyance thereof;SECOND-To the payment of the Obligations;
and THIRD-Any surplus thereafter remaining will be paid to Mortgagor or such other persons entitled by law to receive
same; provided that in the event of a dispute over any such surplus, Mortgagee and/or the Trustee shall be entitled to
interplead such surplus with a court of competent jurisdiction without liability to Mortgagor and Mortgagee shall be entitled
to recover its costs and legal fees incurred.
F. Waiver of Laws. Mortgagor waives the benefit of all laws now existing or hereafter enacted providing for(i)any
appraisement before sale of any portion of the Mortgaged Premises(commonly known as Appraisement Laws),or(ii)any
extension of time for the enforcement of the collection of the Obligations or any creation or extension of a period of
redemption from any sale made in collecting the Obligations(commonly known as Stay Laws and Redemption Laws);and
Mortgagor hereby agrees and contracts that the laws of the State of Texas,save as above excepted, now in force relative
to the collection of the Obligations and the application to the payment thereof, are expressly adopted and made a part
hereof. Mortgagor hereby waives all rights of marshalling of assets.To the full extent allowed by law, Mortgagor waives
any rights Mortgagor has under, or any requirements imposed by (i)the suretyship law of the State of Texas, including
without limitation,any rights Mortgagor may have pursuant to Sections 51.003-51.005 of the Texas Property Code,as in
effect on the date of this Deed of Trust,and as it may be amended from time to time.
SECTION IX. MISCELLANEOUS.
9,1 Appraisal. In the event(i)bank examiners require an appraisal, or(ii)Mortgagee reasonably believes that the
value of the Mortgaged Premises has declined such that Mortgagee's collateral position is likely impaired,then at the request
of Mortgagee,Mortgagor shall furnish to Mortgagee,at Mortgagor's expense,an appraisal of the Mortgaged Premises,to
be prepared by an appraiser reasonably acceptable to Mortgagee and in accordance with appraisal guidelines furnished by
Mortgagee. In addition,if Mortgagor is in default hereunder,Mortgagee may obtain an appraisal of the Mortgaged Premises
and the costs of such appraisal shall be reimbursed by Mortgagor upon demand. All sums advanced by Mortgagee for
appraisals shall bear interest at the highest lawful rate and shall be secured by this Deed of Trust.
9.2 Compliance with Applicable Laws. Mortgagor shall at its sole cost and expense cause the Mortgaged Premises
to be in compliance at all times with all applicable laws, rules, regulations and ordinances applicable to the Mortgaged
Premises (collectively, "Applicable Laws"), including, without limitation, all such Applicable Laws dealing with (i)
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 6
environmental matters,(ii)fair housing laws,and(iii)disabled persons(including American with Disabilities Act). Mortgagor
warrants and represents to Mortgagee that as of the date hereof(i)no hazardous materials or substances are located upon,
within or under the Mortgaged Premises, (ii)no underground fuel storage tanks are located on the Mortgaged Premises,
except those which are disclosed to Mortgagee in writing and are registered with the Texas Water Commission with all
registration fees being paid current. In the event Mortgagee should reasonably believe that the Mortgaged Premises are in
violation of(or are likely to be in violation of)Applicable Laws pertaining to environmental matters,or in the event Mortgagee
should commence judicial or non-judicial foreclosure proceedings hereunder, Mortgagee shall have the right to hire
consultants to perform an environmental study of the Mortgaged Premises. Such consultants are hereby authorized by
Mortgagor to enter the Mortgaged Premises to conduct such above and below-ground tests as such consultants deem
necessary to perform an environmental study as requested by Mortgagee. The cost of performing such environmental test
shall be paid by Mortgagor and shall be secured by this Deed of Trust. Mortgagor hereby indemnifies and agrees to hold
Mortgagee, its directors,officers, employees and agents harmless from all loss, liability, claims,damages and expenses
suffered by or asserted against any of the indemnified parties and arising out of a violation or claimed violation of any
Applicable Laws pertaining to the Mortgaged Premises. Such indemnity and hold harmless agreement shall survive any
foreclosure of this Deed of Trust lien.
9.3 Successor Trustee. The Trustee (and any successor trustee appointed hereunder) may resign in writing
addressed to Mortgagee or be removed at anytime with or without cause by an instrument in writing duly executed by
Mortgagee. In case of death, resignation or removal of the Trustee (or any successor trustee appointed hereunder), a
successor may be appointed by Mortgagee without other formality than an appointment and designation in writing. Such
appointment and designation will be full evidence of the right and authority to make the same and of all facts therein recited,
and upon the making of any such appointment and designation,this conveyance will vest in the named successor trustee
all the estate and title of the Trustee in all of the Mortgaged Premises and said successor will thereupon succeed to all the
rights,powers,privileges,immunities and duties hereby conferred upon the Trustee. All references in this instrument to the
Trustee will be deemed to refer to the Trustee and any successor trustee from time to time acting hereunder.
9.4 Advances by Mortgagee or the Trustee. Each and every covenant herein contained shall be performed and kept
by Mortgagor solely at Mortgagor's expense. If Mortgagor fails to perform or keep any of the covenants of whatsoever kind
or nature contained in this instrument,Mortgagee,or the Trustee or any receiver appointed hereunder,may,but will not be
obligated to,make advances to perform the same in the Mortgagor's behalf,and Mortgagor hereby agrees to repay such
sums and any attorneys'fees incurred in connection therewith upon demand plus interest at the maximum rate permitted
by applicable law. This amount will be in addition to any sum of money which may,pursuant to the terms and conditions of
any written instruments comprising part or all of the Obligations, be due and owing apart from the principal and interest
thereon. No such advance will be deemed to relieve Mortgagor from any default hereunder.
9.5 Defense of Claims. Mortgagor shall promptly notify Mortgagee in writing of the commencement of any legal
proceedings affecting Mortgagee's interest in the Mortgaged Premises, or any part thereof, and shall take such action,
employing attorneys agreeable to Mortgagee,as may be necessary to preserve Mortgagor's and Mortgagee's rights affected
thereby;and should Mortgagor fail or refuse to take any such action,Mortgagee may take such action on behalf of and in
the name of the Mortgagor and at Mortgagor's expense. Moreover, Mortgagee may take such independent action in
connection therewith as in its own discretion it deems proper and Mortgagor hereby agrees to make reimbursement for all
sums advanced and all expenses incurred in such action plus interest at the maximum rate permitted by applicable law.
9.6 Termination. If all the Obligations are paid in full and the covenants herein contained are well and truly performed,
then the Mortgaged Premises will revert to Mortgagor and the entire estate, right, title and interest of the Trustee and
Mortgagee will thereupon cease;and the Trustee in such case shall,upon the request of Mortgagor at Mortgagor's cost and
expense,deliver to Mortgagor instruments acknowledging satisfaction of this instrument.
9.7 Renewals,Amendments and Other Security. Renewals and extensions of the written instruments constituting
part or all of the Obligations may be given at anytime,amendments may be made to agreements relating to any part of such
written instruments or the Mortgaged Premises,and Mortgagee may take or hold other security for the Obligations without
notice to or consent of Mortgagor. The Trustee or Mortgagee may resort first to such other security or any part thereof,or
first to the security herein given or any part thereof, or from time to time to either or both,even to the partial or complete
abandonment of either security, and such action will not be a waiver of any rights conferred by this instrument. All
amendments to and modifications of this instrument must be in writing signed by Mortgagee.
9.8 Instrument an Assignment,Etc. This instrument will be deemed to be and may be enforced from time to time as
an assignment,chattel mortgage,contract,deed of trust,financing statement,real estate mortgage,or security agreement,
and from time to time,as any one(1)or more thereof if appropriate under applicable state law.
9.9 Limitation on Interest. No provision of this instrument or of the Note or other written instruments constituting part
or all of the Obligations shall require the payment or permit the collecting of interest in excess of the maximum rate permitted
by applicable law. If any excess of interest in such respect exists herein or in said Note or other written instruments,or are
adjudicated to be so provided for herein or in said Note or other written instruments,the provisions of this paragraph shall
govern,and neither the Mortgagor nor its successors and assigns shall be obligated to pay such interest to the extent that
it is in excess of the maximum amount permitted by law. If an excess should be collected,it shall be construed as a mutual
mistake of the parties, and the excess shall be credited to principal; however, in the event the Note and other written
instruments have been paid in full,then Mortgagor, its successors and assigns, shall be entitled to a refund of the excess
amount collected. As used herein, the phrase "maximum rate permitted by applicable law" shall mean the greater as
between the highest of such rate in effect on the date of the Note and the highest of such rate in effect on the date for which
a determination of interest accrued under the Note is made.
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 7
9.10 Unenforceable or Inapplicable Provisions. If any provision hereof or any of the written instruments constituting
part or all of the Obligations is invalid or unenforceable,the other provisions hereof or of said written instruments will remain
in full force and effect,and the remaining provisions hereof will be liberally construed in favor of the Trustee and Mortgagee
in order to carry out the provisions hereof. If the lien or other encumbrances created by this instrument are invalid or
unenforceable as to any part of the Obligations,or if the liens or other encumbrances are invalid or unenforceable as to any
part of the Mortgaged Premises,the unsecured or partially secured portion of the Obligations shall be completely paid prior
to the payment of the remaining secured or fully secured portion of the Obligations, and all payments made on the
Obligations,whether voluntary or under foreclosure or other enforcement action or procedure,shall be considered to have
been first paid on and applied to the full payment of that portion of the Obligations which is not secured or fully secured by
the liens or other encumbrances created by this instrument.
9.11 Rights Cumulative. Each and every right,power and remedy herein given to the Trustee or Mortgagee will be
cumulative and not exclusive;and each and every right,power and remedy,whether specifically herein given or otherwise
existing, may be exercised from time to time and as often and in such order as may be deemed expedient by the Trustee
or Mortgagee,as the case may be,and the exercise,or the beginning of the exercise of any such right,power or remedy
will not be deemed a waiver of the right to exercise,at the same time or thereafter, any other right, power or remedy. No
delay or omission by the Trustee or by Mortgagee in the exercise of any right,power or remedy will impair any such right,
power or remedy or operate as a waiver thereof or of any other right,power or remedy then or thereafter existing.
9.12 Waiver. Any and all covenants in this instrument may from time to time by instrument in writing signed by
Mortgagee be waived to such extent and in such manner as Mortgagee may desire,but no such waiver will ever affect or
impair Mortgagee's rights hereunder, except to the extent specifically stated in such written instrument. Acceptance by
Mortgagee of any payment in an amount less than that portion of the Obligations then due and owing shall be deemed an
acceptance on account only and not a waiver, and the failure to pay the entire amount then due shall continue to be an
Event of Default.
9.13 Joint and Several Liability. The term"Mortgagor"as used in this instrument will be construed as singular or plural
to correspond with the number of persons executing this instrument as Mortgagor. If more than one(1)person executes
this instrument as Mortgagor,his, her,their or its duties and liabilities under this instrument will be joint and several.
9.14 Section and Paragraph Headings. Section and paragraph headings are used in this instrument for convenience
only and shall be given no substantive meaning or significance whatsoever in the construction and interpretation of the
terms and provisions herein contained.
9.15 Rights of Assignee. The terms "Mortgagee" and "Mortgagor" as used in this instrument include the heirs,
executors or administrators,successors,representatives,receiver,trustees and assigns of those parties. This instrument
is binding upon the Mortgagor, his,her or their heirs and legal representatives, and Mortgagor's successors and assigns,
and will inure to the benefit of the Trustee and the Trustee's successors and Mortgagee and its successors and assigns. It
is understood and agreed between the parties hereto that Mortgagee may assign any part or all of the Obligations and this
instrument to a third party who shall become entitled to all rights and benefits given herein to Mortgagee. In particular,the
insurance policies referred to in Paragraph E of Section IV above shall be rewritten to show such third party as the
mortgagee entitled to exercise all rights given to Mortgagee in such Paragraph E of Section IV.
9.16 Place of Performance. The duties and obligations herein imposed on Mortgagor are performable Tarrant County,
Texas.
9.17 Counterparts. This instrument may be executed in any number of counterparts,each of which will for all purposes
be deemed to be an original,and all of which are identical.
9.18 Subrogation. To the extent that the proceeds of the Note or any of the other Obligations hereby secured have
been or will be advanced to satisfy, discharge or pay, either directly or indirectly, any indebtedness or other obligation
secured by any right, title, interest, lien, benefit, remedy, equity, superior title and/or security interest(the "Subrogated
Liens")in or against the Mortgaged Premises,the Mortgagee shall be subrogated to all such Subrogated Liens,and the
same shall be renewed,extended,rearranged and continued in full force and effect,in addition to and cumulative of the lien
and security interests of this Deed of Trust, irrespective of any formal or informal acknowledgment of partial or complete
satisfaction or release of the obligations thereby secured.
SECTION X. ADDITIONAL PROVISIONS.
(In the event of a conflict between the printed provisions of this instrument and the additional provisions(if any)contained
in this section,the latter shall control).
10.1 Purpose. The Note represents funds advanced as a part of the purchase price of the Mortgaged Premises,and
this Deed of Trust is in addition to the vendor's lien retained in a Deed given to Mortgagor securing the payment of the
indebtedness described herein;and it is expressly agreed that the same shall not operate as a waiver of the lien created by
this Deed of Trust,it being agreed that said lien and rights created by this instrument shall be cumulative and in addition to
said vendor's lien above mentioned,and that the owner or holder of the above described indebtedness may foreclose under
either or both of said liens,as the owner or holder may elect,without waiving the other;said deed above mentioned,together
with its record,being herein referred to and made a part of this instrument.
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 8
10.2 Surface Rights. To the extent Mortgagor has a right to make or participate in any decision regarding access to
and use of the Mortgaged Premises for the purpose of exploring for,developing and/or producing the oil,gas and/or other
minerals in and under, and that may be produced from, the Mortgaged Premises,or any other purpose incident thereto,
Mortgagor shall not allow access to or use of the Mortgaged Premises for any such purpose without first obtaining the
written consent of Mortgagee thereto.
10.3 Ad Valorem Tax Lien. As long as any of the Obligations remains unpaid,Mortgagor shall not,without the prior
written consent of Mortgagee,enter into any third party arrangement for payment of ad valorem taxes on the Mortgaged
Premises that would grant to such third party or result in such third party acquiring a lien on the Mortgaged Premises
pursuant to Section 32.06 of the Texas Tax Code or any similar statute.
10.4 Leasehold Deed of Trust Provisions.
A. The Ground Lease creating the Leasehold Estate is a legal,valid,binding and enforceable agreement between
the parties thereto, except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or
other similar law affecting creditors'rights generally, and the Ground Lease has not been modified or amended
in any respect unless a copy of such modification or amendment has been provided to Mortgagee.Mortgagor is
the owner of the lessee's interest in the Leasehold Estate,free and clear of any liens,charges,encumbrances,
security interests and adverse claims whatsoever except those approved by Mortgagee. This Deed of Trust
constitutes a valid,subsisting first lien deed of trust on the lessee's interest in the Leasehold Estate in accordance
with the terms hereof. Mortgagor is not in default thereunder, and to the best of Mortgagor's knowledge, the
Landlord under the Ground Lease is not in default thereunder, and no event exists which,with the passage of
time or the giving of notice,or both,shall constitute an event of default thereunder.
B. Notwithstanding any conflict between the terms of this Deed of Trust and the Ground Lease,this Deed of Trust
is executed and delivered in conformity with the Ground Lease,and in the event of such conflict,if any,the terms
of this Deed of Trust shall be controlling as between Mortgagor and Mortgagee.
C. Mortgagor shall timely and fully observe and perform all of the terms,covenants, agreements and conditions of
the Ground Lease required therein to be observed and performed by Mortgagor as lessee, and will furnish to
Mortgagee rental receipts from the Landlord under the Ground Lease or other satisfactory evidence of payment
evidencing the timely payment of all rents due thereunder. In addition, Mortgagor will not, whether or not in
accordance with the terms of the Ground Lease, do or permit anything to be done, the doing of which, or the
omission of which,will terminate or materially impair of tend to materially impair the security of this Deed of Trust
or will be grounds for terminating the Ground Lease or declaring a forfeiture thereof.
D. Mortgagor will(i)promptly notify Mortgagee in writing of the receipt by Mortgagor of any notice(other than notices
customarily sent on a regular periodic basis)from the Landlord under the Ground Lease and of any notice noting
or claiming any default by Mortgagor in the performance or observance of any of the terms, covenants or
conditions on the part of Mortgagor to be performed or observed under the Ground Lease; (ii) promptly notify
Mortgagee in writing of the receipt by Mortgagor of any notice from the Landlord to Mortgagor of termination of
the Ground Lease pursuant to the provisions of the Ground Lease;and(iii)promptly cause a copy of each such
notice received by Mortgagor from Landlord to be delivered to Mortgagee and in any event,within forty-eight(48)
hours after receipt thereof by Mortgagor.
E. Mortgagor will not consent to any waiver or cancellation of any provision of the Ground Lease nor,without the
prior written consent of Mortgagee,to the subordination of the Ground Lease to any mortgage of the fee interest
of the Landlord in the Leasehold Estate.
F. Mortgagor will furnish to Mortgagee, upon demand,proof of payment of all items which are required to be paid
by Mortgagor pursuant to the Ground Lease and proof of payment of which is required to be given to Landlord in
the Leasehold Estate.
G. Mortgagor may exercise any option or right to renew or extend the term of the Ground Lease or exercise the fee
option contained therein without the prior written consent of Mortgagee. Mortgagor shall give Mortgagee
simultaneous written notice of the exercise of such option or right to renew or extend,together with a copy of the
instrument given to the Landlord under the Ground Lease exercising such option or right,and,thereafter,shall
promptly deliver to Mortgagee a copy of any acknowledgment by the Landlord the Ground Lease with respect to
the exercise of such option or right. If such option or right has not been exercised as aforesaid,then not more
than one hundred eighty(180)and not less than one hundred twenty(120)days before the right of Mortgagor to
exercise any option or right to renew or extend the term of the Ground Lease shall expire, Mortgagor shall give
Mortgagee written notice specifying the date,term and manner for which such option or renewal is to be exercised.
Within ten(10)days of written demand by Mortgagee,Mortgagor shall exercise any such option or renewal which
is necessary to extend the term of the Ground Lease beyond the term of this Deed of Trust or to comply with any
law affecting Mortgagor or Mortgagee or which is necessary, in Mortgagee's reasonable judgment, to preserve
the value of the security intended to be afforded by this Deed of Trust. Mortgagor shall promptly provide evidence
of such exercise of such option or right to Mortgagee's reasonable satisfaction. In the event that Mortgagor fails
to so exercise any such option or right or in the event of any default hereunder which is continuing beyond the
applicable cure periods,Mortgagor hereby agrees and grants to Mortgagee all right and authority to exercise such
option in the name of Mortgagor or in its own name. Nothing contained herein shall affect or limit any rights of
Mortgagee granted under the Ground Lease.
H. Mortgagor will execute and deliver on the request of Mortgagee,such instruments as Mortgagee may deem useful
or required to permit Mortgagee to cure any default under the Ground Lease or permit Mortgagee to take such
other actions as Mortgagee considers desirable to cure or remedy the matter in default and preserve the interest
of Mortgagee in the Leasehold Estate.
I. In the event Mortgagor shall be in default of any of its obligations, covenants or agreements under the Ground
Lease and Mortgagor shall thereafter fail to cure such default within the applicable grace or curative period
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 9
provided in the Ground Lease, Mortgagee may take any act it deems necessary to cure such default.Without
limiting such right of access as Mortgagee may otherwise have to the Mortgaged Premises under this Deed of
Trust, Mortgagor shall permit Mortgagee to enter upon the Mortgaged Premises with or without notice and to do
anything thereon or thereto which Mortgagee shall deem necessary or prudent for the purpose of curing any
default by Mortgagor.Notwithstanding anything herein contained,Mortgagee shall have only the right,but not the
obligation,to cure any default by Mortgagor.Mortgagee's curing of such default shall not have the effect of waiving
or releasing Mortgagor from any of its obligations under the Ground Lease or this Deed of Trust.
J. If Mortgagee shall make any payment or perform any act or take any action in accordance with the preceding
subparagraph(i),all monies expended by Mortgagee in connection therewith(including,but not limited to,legal
expenses, including reasonable attorney's fees and disbursements), shall be paid by Mortgagor to Mortgagee
forthwith upon demand by Mortgagee,and shall be Loan Instrument by this Deed of Trust,and Mortgagee shall
have, in addition to any other right or remedy of Mortgagee,the same rights and remedies in the event of non-
payment of any such sums by Mortgagor as in the case of a default by Mortgagor in the payment of the
Obligations.
K. Mortgagor agrees that in the event Mortgagee elects to make any payments or do any act or thing required to be
paid or done by Mortgagor as lessee of the Ground Lease,Mortgagee shall in addition to all other remedies of
Mortgagee herein be fully subrogated to any and all rights of Mortgagor as lessee and of the fee owner of the
Mortgaged Premises,as lessor,under the terms and provisions of the Ground Lease arising from or relating to
such payment or performance under the Ground Lease,and any sums advanced by Mortgagee shall be a part of
the Obligations secured by this Deed of Trust.
L. Mortgagor covenants and agrees that:
(1)It will not surrender or relinquish the Leasehold Estate created by the Ground Lease,nor terminate or cancel
the Ground Lease or any rights it may have with respect thereto, including but not limited to, any right of first
refusal or purchase option, and that it will not,without the express prior written consent of Mortgagee, modify,
change,supplement,alter or amend the Ground Lease or any of its rights with respect thereto,either orally or in
writing, and as further security for the repayment of the Obligations and for the performance of the covenants
herein and in the Ground Lease contained,Mortgagor hereby assigns to Mortgagee all of its rights,privileges and
prerogatives as lessee under the Ground Lease to surrender, relinquish, terminate, cancel, modify, change,
supplement,alter or amend the Ground Lease,and any such surrender,relinquishment,termination,cancellation,
modification,change,alteration or amendment of the Ground Lease without the prior written consent thereby by
Mortgagee shall be void and of no force and effect.As further security to Mortgagee, Mortgagor does hereby
deposit with Mortgagee the Ground Lease which shall be retained by Mortgagee until all Obligations are fully
paid;and
(2) No release or forbearance of any obligations of Mortgagor under the Ground Lease pursuant to the Ground
Lease or otherwise, shall release Mortgagor from any of its obligations under this Deed of Trust, including its
obligations with respect to payment or rents as provided for in the Ground Lease and the performance of all of
the terms, provisions, covenants, conditions and agreements contained in the Ground Lease, to be kept,
performed and complied with by the lessee therein.
M. If there shall be filed by or against the Mortgagor a petition under the Bankruptcy Code, 11 U.S.C. Section 101
et.sea.(the"Bankruptcy Code"),and the Mortgagor,as lessee under the Ground Lease,shall determine to reject
the Ground Lease, pursuant to Section 365(a) of the Bankruptcy Code, then the Mortgagor shall give the
Mortgagee not less than fifteen(15)days prior written notice of the date on which the Mortgagor shall apply to
the Bankruptcy Court for authority to reject the Ground Lease. Mortgagee shall have the right, but not the
obligation,to serve upon the Mortgagor within such fifteen(15)day period a notice stating that(1)the Mortgagee
demands that the Mortgagor assume and assign the Ground Lease to the Mortgagee pursuant to Section 365 of
the Bankruptcy Code,and(2)the Mortgagee covenants to cure or provide adequate assurance of prompt cure of
all defaults and provide adequate assurance of future performance under the Ground Lease. If the Mortgagee
serves upon the Mortgagor the notice described in the preceding sentence,the Mortgagor shall not seek to reject
the Ground Lease and shall comply with the demand provided for in clause(1)of the preceding sentence within
thirty (30) days after the notice shall have been given, subject to the performance by the Mortgagee of the
covenants provided for in clause(2)of the preceding sentence.
N. Effective upon the entry of an order for relief in respect of the Mortgagor under the Bankruptcy Code, the
Mortgagor hereby assigns and transfers to Mortgagee a non-exclusive right to apply to the bankruptcy court under
Section 364(d)(4)of the Bankruptcy Code for an order extending the period during which the Ground Lease may
be rejected or assumed.
O. So long as any of the Obligations secured by this Deed of Trust shall remain unpaid,unless the Mortgagee shall
otherwise consent in writing,the fee title to and the Leasehold Estate in the premises demised by the Ground
Lease shall not merge,but shall always be kept separate and distinct,notwithstanding the union of such estates,
either in the Landlord or the Mortgagor,or in a third party by purchase or otherwise.
P. Mortgagor shall fully perform and comply in all material respects with all covenants,warranties,representations,
and other obligations imposed upon or assumed by it as lessee under the Ground Lease,and,upon Mortgagor's
failure or alleged failure (notwithstanding that the alleged failure may be contested by Mortgagor) so to do,
Mortgagee shall have the absolute and immediate right to enter upon the Mortgaged Premises and to take such
other action,to such extent and as often as Mortgagee,in its opinion,deems necessary or desirable,to prevent
or to cure any such failures or alleged failures by Mortgagor.
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 10
EXECUTED October 16,2015.
MORTGAGOR/DEBTOR:
TACTICAL AVIATION SERV CES, C
....
By:
George K sto y Jr., anager
By: �r
Thomas .Trej6--MaKAg4ir
STATE OF TEXAS § d
COUNTY OF TARRANT §
This instrument was acknowledged before me on October j , 2015, by George Kostohryz, Jr., Manager, of
TACTICAL AVIATION SERVICES,LLC,a Texas limited liability comp y,on behalf of said entity.
NOTARY PUBLIC,State of Fe """?
"vpp �., LISA C.MOQF�E
STATE OF TEXAS § =�� •. Notary Public,State of Texas
:tea
COUNTY OF TARRANT §
My Commission Expires
§ %greoF �;° FEBRUARY 4,2016
au�++
This instrument was acknowledged before me on O r 05, by Thomas A. Trejo, Manager, of
TACTICAL AVIATION SERVICES, LLC,a Texas limited liability c m nyAbe�h,'If of said entity.
1� C Wfv-
NWAR PUBLIC,State of Texas
Address of Trustee and Mortgagee: a��+ r LISA Vie,MQQRE
"°� Notary Public,State Of Texas
P.O.Box 29775 =*z � °
Dallas,TX 75229 f My Commission Expires
Attention: Mr.John E.Girard ,"Nor.-' FEBRUARY 4,2016
After Recording,Please Return To:
BANK OF OKLAHOMA
Attn:Consumer Records/Worth
P.O.Box 22117
Tulsa,OK 74121
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE I I
Exhibit cIAII
L,g se Site A-R:
A parcel of land out of Block 2,Meacham Airport.Addition, according to plat thereof
recorded in Cabinet A, Slide 2445,ofthe Plat]records of Tarrant County, Texas, and
being more particularly described as follows to wit;
BECrhNNSNG at a 518"iron rod set with a red plastic cap stamped"City ofFt. Worth
Survey Division" for the southwest corner of the herein described lease site, said iron rod
having NAD '83,Texas Coordinate System,North Central Zone, coordinates of
N=6,980,614.02, and E=2,319,607.66;
THENCE: with a line generally 5 feet westerly of and parallel with the face of a concrete
retaining wall,North 02 degrees 17 minutes 00 seconds East, 577.11 feet to a 518"iron
rod set with a red plastic cap stamped"City of Ft.Worth Survey Division"for the
northwest cornier of the herein described lease site;
THENCE: South 87 degrees 55 minutes 20 seconds East,42.69 feet to a 518"iron rod set
with a red plastic cap stamped "City of Ft. Worth Survey Division";
THENCE: South 02 degrees 17 minutes 00 seconds West, 53.57 feet to a City of Fort
Worth brass monument set in concrete stamped 40811;
TMNCE: South 87 degrees 43 minutes 00 seconds East,322.3 feet to a"P-K"nail found
at the beginning of a curve having;a radius of 40.0 feet;
THENCE-, Southeasterly with said curve to the fright, through a central angle of 90
degrees 00 minutes 00 seconds,an arc distance of 62.83 feet to a railroad spike found at
its end,the long chord of said curve bears South 42 degrees 43 minutes 00 seconds East,
56.57 feet;
THENCE: South 02 degrees 17 minutes 00 seconds West, at 478.70 feet pass a railroad
spike found, in all, 483.70 feet to a 518"iron rod set with a red plastic cap stamped"City
ofFt. Worth Survey Division" for the southeast corner of the herein described lease site;
THENCE:with a line generally 5 feet southerly of and parallel with the face of a concrete
retaining wall,North 87 degrees 43 minutes 00 seconds West, 405.0 feet to the Place of
Beginning, and containing some 4.914 acres(214,035 square feet)of land, more or less.
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"NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST
IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER."
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT
("Deed of Trust")
[Covering Leasehold Interest in City of Fort Worth Secretary Contract No.411171
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument is entered into between TACTICAL AVIATION SERVICES, LLC, a Texas limited liability company
(hereafter called"Mortgagor,"whether one or more),whose address is 4001 North Main Street, Fort Worth,Texas 76106,
and JOHN E. GIRARD (hereafter called "Trustee") as trustee for the benefit of BOKF, NA DBA BANK OF TEXAS, a
national banking association (hereafter called "Mortgagee"),whose address is P.O. Box 29775, Dallas, Dallas County,
Texas 75229.
SECTION I. DEFINITIONS.
1.1 The term"Mortgaged Premises"means the following described real property and personal property which is or
will become fixtures(list personal property by item or type):
The leasehold interest of Mortgagor(the"Leasehold Estate"),whether now owned or hereafter
acquired,in that certain Ground Lease dated November 17,2010(the"Ground Lease"),between
the City of Fort Worth, Texas, as Lessor, and Don E. Hansen, as Lessee, being a public
document on file in Lessor's City Secretary's Office as City Secretary Contract No. 41117,
covering approximately 162,675.64 square feet of ground space at Fort Worth Meacham
International Airport in Fort Worth,Tarrant County,Texas,as described and shown in Exhibit A
attached hereto and incorporated herein by reference;
The leasehold interest of Mortgagor, whether now owned or hereafter acquired, in any new
ground lease executed by the City of Fort Worth,as lessor,and Mortgagor,as lessee,covering
the ground space at Fort Worth Meacham International Airport in Fort Worth,Tarrant County,
Texas, as described and shown in Exhibit A attached hereto and incorporated herein by
reference,and all references herein to the Leasehold Estate shall also refer to such leasehold
interest,
TOGETHER WITH all improvements now or hereafter placed upon such property and all appurtenances,servitudes,rights,
ways,privileges,prescriptions and advantages in any way thereunto belonging or appertaining.
1.2 The term"Obligations"means:
A. A promissory note dated of even date herewith in the principal sum of$2,100,000.00 executed by Mortgagor and
payable to the order of Mortgagee at 801 Cherry Street,Suite 3325,Fort Worth,Texas 76102,with interest at the rate as
therein specified and on terms as therein contained(hereafter called the"Note"):
B. All promissory notes evidencing additional loans which Mortgagee may hereafter make to Mortgagor(although it
is understood that Mortgagee is under no obligation to do so);
C. All other indebtedness and liabilities of all kinds of Mortgagor to Mortgagee, now existing or hereafter arising,
whether fixed or contingent,joint and/or several,direct or indirect,primary or secondary and regardless of how created or
evidenced.
D. All sums advanced or costs or expenses incurred by Mortgagee (whether by it directly or on its behalf by the
Trustee)which are made or incurred pursuant to,or allowed by,the terms of this instrument, plus interest thereon at the
rate of eighteen percent(18%)per annum from the date paid until reimbursed;and
E. All renewals,extensions and/or modifications of all of the above whether or not Mortgagor executes any renewal,
extension or modification agreement;
Provided, however,the term"Obligations"shall not include any extension of credit described in or intended to comply with
Texas Constitution Article 16 Section 50(a)(6).
SECTION 11. CONVEYANCE INTRUST.
In consideration of Mortgagee's advancing or extending to Mortgagor the funds or credit constituting the Obligations and in
further consideration of the mutual covenants herein contained,Mortgagor by this instrument conveys to Trustee the above-
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 1
described Mortgaged Premises, in trust, for the purpose of securing such Obligations. TO HAVE AND TO HOLD the
Mortgaged Premises, together with the rights, privileges and appurtenances thereto belonging unto the Trustee and his
substitutes or successors forever,and Mortgagor is hereby bound to warrant and forever defend the Mortgaged Premises
unto the Trustee,his substitutes or successors and their assigns,against the claims of all persons claiming any interest in
the Mortgaged Premises or any part thereof,subject,however,to those exceptions in title listed in the Mortgagee's policy
of title insurance furnished to and accepted by Mortgagee in connection with the loan evidenced by the Note(but excluding
any exceptions related to the mineral estate which do not make specific reference, by recording information, to mineral
reservations or conveyances, it being the intention that all of Mortgagor's right, title and interest in the oil,gas and other
minerals in and under and that may be produced from the Mortgaged Premises be included as part of the Mortgaged
Premises and covered by Mortgagor's warranty of title).
SECTION Ill. MORTGAGOR'S REPRESENTATIONS AND WARRANTIES.
In order to induce Mortgagee to extend or continue the indebtedness represented by the Obligations,Mortgagor represents
and covenants that:
A. Accurate Loan Information. All information contained in statements furnished or to be furnished Mortgagee by or
on behalf of Mortgagor in connection with the Obligations secured by this instrument is or will be complete and accurate.
B. Valid Title. Mortgagor has valid and indefeasible title to the Mortgaged Premises and has a legal right to grant
and convey same to Trustee for the benefit of Mortgagee, and Mortgagor shall, if requested by Mortgagee, execute all
proper additional assurances of title.
C. Free From Encumbrances. The Mortgaged Premises are free from all liens, security interests or other
encumbrances,except as specifically set forth above or as permitted by the provisions of Paragraph D of Section IV hereof.
D. Property Included as Fixtures. All awnings, door and window screens, storm windows and doors, mantels,
cabinets, rugs,carpeting,floor coverings,stoves,shades,blinds,oil and other fuel-burning systems and equipment,water
heaters and all plumbing, heating, lighting, cooking, ventilating, cooling, air-conditioning and refrigerating apparatus and
equipment and such goods and chattels and personal property as are usually furnished by landlords in letting an unfurnished
building, or which are or shall be attached to said building by nails, screws,bolts,pipe connections, masonry or in other
manner, and all additions thereto and replacements thereof and such built-in equipment as shown by plans and
specifications,are and shall be deemed to be fixtures and accessions to the Mortgaged Premises,being hereby agreed to
be immovables and a part of the realty as between the parties hereto and shall be deemed to be a part of the Mortgaged
Premises.
E. Representations,Warranties and Covenants of Corporate Mortgagor. If Mortgagor is a corporation(i)it is,and
shall continue to be,(a)duly organized and existing under the laws of the state in which it is incorporated,(b)duly authorized
to execute and deliver the written instruments comprising the Obligations and this instrument and to observe and perform
its duties thereunder and hereunder,(ii)its officers executing the instruments comprising part or all of the Obligations are
the legally elected, qualified and acting officers of the corporation and have been expressly authorized to execute such
instruments by resolution of the corporation's board of directors, and (iii) it shall not, without Mortgagee's prior written
consent, reorganize,consolidate or merge with any other corporation.
SECTION IV. MORTGAGOR'S COVENANTS.
As long as any of the Obligations remains unpaid,Mortgagor shall(at Mortgagor's own expense):
A. Maintain Premises and Permit Inspection. Cause the Mortgaged Premises to be maintained in good condition
and repair and cause to be made all repairs, renewals, replacements,additions and improvements thereof or thereto and
permit the Trustee and Mortgagee(through its agents and employees)to enter into or upon the Mortgaged Premises for
the purpose of investigating and inspecting the condition and operation of the Mortgaged Premises; provided, however,
Mortgagor shall not make any material alterations to the Mortgaged Premises without Mortgagee's prior written consent.
B. Prevent Vacancies. Keep occupied habitable improvements on the Mortgaged Premises so as not to impair the
insurance carried thereon,and in the event any such improvements become vacant and remain vacant for more than thirty
(30)consecutive days,Mortgagee may require the Trustee to take possession of such improvements, rent them and the
rent so received, less the reasonable costs and expenses of collection thereof, shall be applied as part payment of the
Obligations.
C. No Sale of Premises. Not sell,assign or convey any part or all of the Mortgaged Premises(regardless of whether
the buyer or assignee"assumes"the Obligations,takes the Mortgaged Premises"subject to"such Obligations,or purchases
under a contract for deed)without first obtaining Mortgagee's prior written consent. Any transfer of more than twenty percent
(20%) of the ownership interest in any corporation, partnership or joint venture that is a mortgagor hereunder without
obtaining Mortgagee's prior written consent shall be deemed to be a transfer in violation of this covenant.
D. Prevent Other Encumbrances. Cause the Mortgaged Premises to be kept free and clear of liens, charges,
security interests and encumbrances of every character, other than (i)the liens and other encumbrances created by this
instrument, (ii) taxes constituting a lien, but not due and payable, (iii) defects or irregularities in title and liens, security
interests, charges or encumbrances which in Mortgagee's opinion are not such as to interfere materially with the
development, operation or value of the Mortgaged Premises and not such as to affect materially title thereto, (iv)those
above set forth in Paragraph 1.1 of Section I hereof,(v)those being contested in good faith by Mortgagor in such manner
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 2
as not to jeopardize Mortgagee's rights in and to the Mortgaged Premises, and (vi) those consented to in writing by
Mortgagee;and Mortgagor covenants that it shall preserve and maintain the liens and other encumbrances hereby created
as a valid and enforceable lien on the Mortgaged Premises.
E. Carry Insurance. Carry insurance in respect of the improvements now or hereafter located on the Mortgaged
Premises against loss or damage by fire,windstorm and any other hazards as may reasonably be required from time to
time by Mortgagee during the term of the Obligations hereby secured to the extent of the total amount of the Obligations
hereby secured,or to the extent of the full insurable value of said improvements,whichever is the lesser,in such form and
with such insurance company or companies as may be approved by Mortgagee. Mortgagor shall deliver to Mortgagee such
insurance policies naming Mortgagee as loss payee and having attached thereto standard mortgagee clauses. Mortgagor
shall also deliver renewals of such policies to Mortgagee at least twenty(20)days before any such insurance policies shall
expire. All such insurance policies shall provide the maximum prior written notice to Mortgagee of cancellation which the
insurance companies will provide. Mortgagor hereby assigns to Mortgagee all of Mortgagor's rights,title and interest in all
such policies of insurance and authorizes Mortgagee to collect for, adjust or compromise any losses under any insurance
policy on the Mortgaged Premises; and all loss proceeds (less expenses of collection) shall, at Mortgagee's option, be
applied to payment of the Obligations(regardless of whether the Obligations,or any part thereof, are then due)or to the
restoration of the Mortgaged Premises,or may be released to Mortgagor,but any such application or release shall not cure
or waive any default.
F. Pay Recording Expenses and Maintain Liens. File at Mortgagor's expense this and every other instrument in
addition or supplemental thereto, including applicable financing statements in such offices and at such times and as often
as may be necessary in Mortgagee's opinion to preserve, protect and renew the liens and other encumbrances herein
created as a first lien or prior encumbrance on real or personal property as the case may be;and Mortgagor shall do and
perform all matters or things necessary or expedient to be done or observed by reason of any law or regulation of any state
or of the United States or of any other competent authority for the purpose of effectively creating,maintaining and preserving
the liens and other encumbrances created therein.
G. Pay Charges Accruing to Premises. Promptly pay or cause to be paid prior to delinquency(i)all rentals payable
in respect of the Mortgaged Premises,(ii)all expenses including insurance premiums incurred in or arising from the normal
use and ownership of the Mortgaged Premises,and(iii)all taxes,assessments and governmental charges legally imposed
upon the Mortgaged Premises,the interest therein created by this instrument, or upon Mortgagor in connection with the
normal use and operation of the Mortgaged Premises. Mortgagor shall furnish Mortgagee receipts showing payment of all
such items to Mortgagee; provided, however, if prepayment deposits are required as a result of Paragraph H below,the
obligations imposed by this paragraph shall be deemed to have been satisfied by Mortgagor's making such prepayment
deposits as and when due,and it will be unnecessary for Mortgagor to exhibit to Mortgagee receipts showing payment of
such items. In the event of foreclosure of this Deed of Trust lien,the obligation of Mortgagor under this paragraph to pay
any taxes or other charges which accrued at or prior to such foreclosure,shall survive the foreclosure.
H. Reserve for Expenses. Upon request by Mortgagee the Mortgagor shall deposit with Mortgagee with and in
addition to installment payments on the Obligations (if any) a sum equal to one-twelfth (1/12") of the estimated annual
ground rents, taxes, hazard insurance premiums and other charges referred to in Paragraph G herein next due on the
Mortgaged Premises. If the amount so paid is not sufficient to pay such items as and when they become due, then
Mortgagor shall deposit immediately with Mortgagee an amount sufficient to pay such items. If there occurs an"Event of
Default" (as hereinafter defined), Mortgagee may at anytime thereafter apply the balance then remaining of the funds
accumulated under this provision as a credit against the amount then remaining unpaid under the Obligations hereby
secured. No interest shall accrue or be allowed on any payments made under the provisions of this paragraph.
1. Construction Loan. To the extent all or any part of the Obligations are advanced by Mortgagee to construct and
complete certain improvements on the Mortgaged Premises according to plans and specifications submitted by Mortgagor
to Mortgagee, any such improvements, all materials and supplies placed on the Mortgaged Premises and the Mortgaged
Premises themselves shall be impressed with,and the same are hereby impressed with and charged with,not only the liens
created by this Deed of Trust, but, in addition thereto, an express Mechanic's, Materiaiman's and Laborer's Lien for all
advances made hereunder,with the express understanding that failure to complete the improvements as agreed shall not
invalidate such liens,but they shall remain in full force and effect as security for payment in full of the Obligations hereby
secured; and Mortgagor shall further carry workmen's compensation insurance and public liability and property damage
insurance in amounts and with companies satisfactory to Mortgagee and subject to the same requirements contained in
Paragraph E of Section IV herein,dealing with insurance on the Mortgaged Premises,
J. Furnish Financial Information. Mortgagor shall furnish and shall cause all guarantors of the Obligations(or any
portion thereof)to furnish to Mortgagee annual, current financial statements accurately and completely setting forth the
financial condition of Mortgagor and guarantors,as applicable,in such form as Mortgagee shall reasonably require.
SECTION V. PROVISIONS REGARDING SECURITY INTEREST IN FIXTURES.
To the extent permitted by law, this Deed of Trust also shall be construed to be a security agreement whereby and
whereunder Mortgagor,as debtor,creates and grants to Mortgagee,as secured party,a security interest in and to all fixtures
and improvements now or hereafter erected upon or affixed to any of the above-described property as additional(but not
substituted)security and collateral for the payment of the Obligations hereby secured. As secured party, Mortgagee shall
have all of the rights,remedies and reliefs accorded to a secured party under the Texas Business and Commercial Code,
including, but not limited to,the right to require the Mortgagor,as debtor,to assemble the collateral and make it available
to Mortgagee,as secured party,at a place to be designated by Mortgagee,as secured party,which is reasonably convenient
to Mortgagee and to the Mortgagor. In addition,this Deed of Trust also shall be construed to be a financing statement. This
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 3
Deed of Trust is to be filed for record in the Deed of Trust Records of the county in which the Mortgaged Premises are
located.
SECTION VI. ADDITIONAL SECURITY.
As additional security for the payment and performance of the Obligations hereby secured,Mortgagor hereby transfers and
assigns to Mortgagee,the following:
A. All the rents,royalties,issues,profits,revenue,income and other benefits derived from the Mortgaged Premises
or arising from the use or enjoyment of any portion thereof or from any lease or agreement pertaining thereto(hereinafter
called the"Rents and Profits")are hereby collaterally assigned, transferred, conveyed and set over to Mortgagee to be
applied by Mortgagee in payment of the principal and interest and all other sums payable on the Note, and all other
indebtedness secured hereby. Mortgagor will not(i)execute an assignment of any of its right,title or interest in the Rents
and Profits,or(ii)except where the lessee is in default thereunder,terminate or consent to the cancellation or surrender of
any lease of the Mortgaged Premises or any part thereof, now or hereafter existing having an unexpired term of one (1)
year or more,except that any lease may be canceled,provided that promptly after the cancellation or surrender thereof,a
new lease is entered into with a new lessee having a credit standing,in the judgment of Mortgagee at least equivalent to
that of the lessee whose lease was canceled,on substantially the same terms as the terminated or canceled lease,or(iii)
modify any lease of the Mortgaged Premises or any part thereof so as to shorten the unexpired term thereof or so as to
decrease the amount of the rent payable thereunder,or(iv)accept prepayments of any installments of rent to become due
under any of such leases in excess of one(1)month,except prepayments in the nature of security for the performance of
the lessee thereunder,or(v)in any other manner impair the value of the Mortgaged Premises or the security of this Deed
of Trust. Mortgagor will not execute any lease of all or any substantial portion of the Mortgaged Premises,except for actual
occupancy by the lessee thereunder and will at all times promptly and faithfully perform,or cause to be performed, each
covenant,condition and agreement contained in each lease of the Mortgaged Premises now or hereafter existing, on the
part of lessor thereunder to be kept and performed. Mortgagor shall furnish to Mortgagee within ten(10)days after a request
by Mortgagee to do so, a written statement containing the names of all lessees of the Mortgaged Premises,the terms of
their respective leases,the spaces occupied and the rentals payable thereunder. If the Obligations hereby secured are not
paid at maturity,howsoever such maturity may be brought about or if an Event of Default occurs under this Deed of Trust,
thereupon or at anytime thereafter,while such or any subsequent default continues,Mortgagee may,personally or through
an agent selected by Mortgagee,take or have the Trustee take possession and control of the Mortgaged Premises or any
part thereof, and receive and collect all rents, revenues, profits and income theretofore accrued or thereafter accruing
therefrom so long as any of the Obligations remain unpaid or until the foreclosure of this Deed of Trust,applying the sums
so collected,first to the ordinary and necessary expense incident to such possession, control and collection, and second,
to the payment of the Obligations, irrespective of whether then mature, paying the balance, if any, to Mortgagor. In the
event Mortgagor shall execute a separate assignment to Mortgagee of the Leases and Rents,the terms and conditions of
the separate assignment shall control over any conflicting provisions of this Section VIA.
B. All judgment,awards of damages and settlements hereafter made resulting from condemnation proceedings(or
threatened condemnation proceedings) or the taking of all or any part of the Mortgaged Premises under the power of
eminent domain,or for any damage(whether caused by such taking or otherwise)to the Mortgaged Premises or any part
thereof, or to any rights appurtenant thereto, including any award for change of grade of streets. Mortgagee is hereby
authorized, but shall not be required,on behalf of and in the name of Mortgagor,to execute and deliver acquittances for,
and to appeal from,any such judgments or awards. Mortgagee may apply all such sums or any part thereof so received,
after the payment of all expenses,including costs and attorneys'fees,on the Note and other obligations hereby secured in
such manner as Mortgagee elects.
C. Mortgagor also grants to the Trustee a security interest in all oil,gas,and other minerals that might be produced
from the Mortgaged Premises covered by this deed of trust. This Deed of Trust(i)is to be filed in the real property records
of the county in which the Mortgaged Premises are located, (ii) covers all"as-extracted collateral,"as defined in Texas
Business and Commerce Code§9.102,attributable to the Mortgaged Premises,(iii)serves as a security agreement covering
the as-extracted collateral,(iv)serves as an assignment of all payments made for damages or anticipated damages to the
Mortgaged Premises,and(v)serves as a financing statement covering as-extracted collateral and fixtures as provided in
Texas Business and Commerce Code§9.502.The provisions of this paragraph are cumulative of all other provisions of this
Deed of Trust.
D. As additional security,Mortgagor also grants to the Trustee a security interest in all contracts for the sale of all
or any portion of the Mortgaged Premises and any earnest money deposited thereunder and any deposit accounts into
which such earnest money is deposited.
E. Mortgagor authorizes Mortgagee to file such financing statements as Mortgagee may determine are necessary
in connection with any and all security interests created by this Deed of Trust and any separate Assignment of Leases and
Rents covering rents,income,revenues and/or proceeds and other benefits derived from the Mortgaged Premises.
SECTION VII. EVENTS OF DEFAULT.
7.1 Acts Constituting Default. Mortgagor will be in default under this Deed of Trust upon the happening of any of the
following events or conditions(hereafter called an"Event of Default"):
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 4
A. Mortgagor fails to pay when due any principal or interest owing under the Note or any of the other written
instruments comprising part or all of the Obligations or otherwise breaches any of the provisions contained in said written
instruments.
B. Any warranty,or representation made in this Deed of Trust by Mortgagor is determined by Mortgagee to be untrue
in any material respect.
C. Within ten (10) days after the notice thereof from Mortgagee, Mortgagor fails to cure a default in the due
performance or observance of any covenant or agreement contained in this Deed of Trust (other than payment of the
Obligations).
D. Subsequent to the date of execution of this Deed of Trust,there is passed any law which deducts any lien on the
Mortgaged Premises from the value of the Mortgaged Premises for purposes of state or local taxation of deeds of trust and
security agreements or debts secured thereby,or which changes the manner of collection of any such taxes in such a way
that Mortgagee's interest in the Mortgaged Premises is adversely affected.
E. Mortgagor makes an assignment for the benefit of creditors,becomes insolvent,files for bankruptcy or involuntary
bankruptcy proceedings are instituted against Mortgagor;or the Mortgaged Premises are attached or otherwise levied upon
or placed in the hands of a receiver or other representative of a court.
F. A substantial portion of the improvements on the Mortgaged Premises are damaged or destroyed,or Mortgagor's
title to the Mortgaged Premises or any substantial part thereof becomes the subject matter of litigation which would or might,
in Mortgagee's opinion, upon final determination result in substantial impairment or loss of the security provided by this
Deed of Trust.
G. The occurrence of any event constituting a default under any guaranty executed in connection with and
guaranteeing prompt payment of any indebtedness constituting part of the Obligations.
7.2 Acceleration upon Default. Upon the occurrence of any such Event of Default,or at anytime thereafter,Mortgagee
may,at its option,declare the entire unpaid principal of and the interest accrued on the Obligations to be forthwith due and
payable without any notice,presentment,protest,notice of protest or demand of any kind,all of which are hereby expressly
waived,including,without limitation,notice of intent to accelerate and notice of acceleration.
SECTION VIII. MORTGAGEE'S RIGHTS UPON DEFAULT.
8.1 Operation of Property by Trustee. Upon the occurrence of an Event of Default,or at anytime thereafter,and in
addition to all other rights herein conferred on the Trustee, the Trustee(or any person,firm or corporation designated by
the Trustee)may,but will not be obligated to,enter upon and take possession of any of the Mortgaged Premises,exclude
Mortgagor therefrom,and hold,use,administer,manage and operate the same to the extent that Mortgagor could do so. If
the Mortgaged Premises consist of any type of business enterprise,the Trustee may operate and manage such business
without any liability to Mortgagor resulting therefrom (excepting failure to use ordinary care of the operation and
management of the Mortgaged Premises);and the Trustee may collect,receive and receipt for all proceeds accruing from
such operation and management,make repairs and purchase needed additional property and exercise every power, right
and privilege of Mortgagor with respect to the Mortgaged Premises. When and if the expenses of such operation and
management have been paid and the Obligations paid,the Mortgaged Premises shall be returned to Mortgagor(providing
there has been no foreclosure sale).
8.2 Judicial Proceedings. Upon the occurrence of an Event of Default,or at anytime thereafter, the Trustee,in lieu
of or in addition to exercising the power of sale hereafter given, may proceed by legal action to require the specific
performance of any covenant or agreement herein contained or to aid in the execution of any power herein granted;to have
appointed a receiver pending any foreclosure hereunder or any sale of the Mortgaged Premises; to enforce any other
appropriate legal or equitable remedy,and/or in lieu of the non-judicial power of sale hereafter given,to proceed by suit for
a foreclosure of its lien on the Mortgaged Premises. In connection with any such judicial proceeding instituted for the
purpose of foreclosing on and selling the Mortgaged Premises,Mortgagor agrees not to assert in the same proceeding any
counterclaims Mortgagor may have against Mortgagee.
8.3 Foreclosure by Sale.
A. Mechanics of Sale. Upon the occurrence of any Event of Default,or at anytime thereafter,the Trustee shall, in
response to Mortgagee's request(which Mortgagor agrees will be presumed to have been given), enforce this trust or
agreement by selling the Mortgaged Premises in their entirety or in parcels,as the Trustee may elect,to the highest bidder
or bidders for cash at public auction in the following manner. Written or printed notices containing the time,place and terms
of sale shall be posted at the courthouse door and a copy thereof filed with the County Clerk, of the county or counties
where the Mortgaged Premises are located,at least twenty-one(21)days prior to the sale. In addition,Mortgagee shall,at
least twenty-one(21)days preceding the date of sale, serve written notice of the proposed sale by certified mail, return
receipt requested, on Mortgagor and all other debtors obligated to pay the Note and other indebtedness secured hereby
according to the records of the Mortgagee. Service of such notices shall be completed upon deposit of the notices,enclosed
in postpaid wrappers,properly addressed to Mortgagor and to such debtors at the most recent address for each as shown
by Mortgagee's records,in a post office or official depository under the care and custody of the United States Postal Service.
Thereafter,the sale shall take place at the courthouse door of the county where the Mortgaged Premises are located on
the first Tuesday in any month between the hours of 10:00 o'clock a.m. and 4:00 o'clock p.m., provided, however, if the
Mortgaged Premises are located in more than one(1)county,such sale may take place at the courthouse door of any of
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 5
the counties wherein a portion of the Mortgaged Premises is located,and the aforesaid notices shall specify the county of
sale. Any purchaser or purchasers will be provided with a general warranty conveyance binding Mortgagor. Sale of a part
of the Mortgaged Premises will not exhaust the power of sale,and sales may be made from time to time until all the property
is sold or the Obligations are paid in full. The Trustee will have the authority to appoint an attorney-in-fact to act as trustee
in conducting the foreclosure sale and executing a deed to the purchasers. In the event of any inconsistency between the
foregoing provisions relating to the mechanics of sale and the provisions of Section 51.002 of the Texas Property Code,the
provisions of Section 51.002(or its successor),shall govern the mechanics of sale.
B. Certain Aspects of Sale. Mortgagee will have the right to become the purchaser at any sale of the Mortgaged
Premises,and Mortgagee will have the right to credit upon the amount of the bid made therefore the amount payable out of
the net proceeds of such sale to it. Recitals contained in any conveyance to any purchaser at any sale made hereunder
will conclusively establish the truth and accuracy of the matters therein stated, including,without limiting the generality of
the foregoing,non-payment of the unpaid principal sum of(and the interest accrued on)the written instruments constituting
part or all of the Obligations after the same have become due and payable,advertisement and conduct of such sale in the
manner provided herein and appointment of any successor trustee hereunder. Mortgagor does hereby ratify and confirm
all legal acts that the Trustee may do in carrying the Trustee's duties and obligations under this Deed of Trust.
C. Receipt to Purchaser. Upon any sale made under the power of sale herein granted,the receipt of the Trustee
will be sufficient discharge to the purchaser or purchasers at any sale for his, her, its or their purchase money; and such
purchaser or purchasers will not, after paying such purchase money and receiving such receipt of the Trustee,be obliged
to see to the application of such purchase money or be in anywise answerable for any loss,misapplication or non-application
thereof.
D. Effect of Sale. Any sale or sales of the Mortgaged Premises will operate to divest all right, title, interest,claim
and demand whatsoever either at law or in equity,of Mortgagor in and to the premises and the property sold,and will be a
perpetual bar, both at law and in equity, against Mortgagor, Mortgagor's successors or assigns and against any and all
persons claiming or who shall thereafter claim all or any of the property sold from, through or under Mortgagor, or
Mortgagor's successors or assigns. Nevertheless,if requested by the Trustee so to do,Mortgagor shall join in the execution
and delivery of all property conveyances,assignments and transfers of the properties so sold. The purchaser or purchasers
at the foreclosure sale will receive, as incident to his, her, its or their ownership, immediate possession of the property
purchased,and Mortgagor agrees that if Mortgagor,or any person claiming under Mortgagor,whether tenant or otherwise,
retains possession of the Mortgaged Premises,or any part thereof,subsequent to such sale,Mortgagor will be considered
a tenant at sufferance of the purchaser or purchasers and will,if Mortgagor remains in possession after demand to remove,
be guilty of forcible detainer and will be subject to eviction and removal,forcible or otherwise,with or without process of law;
and all damages by reason thereof are hereby expressly waived. All rental or lease agreements hereafter entered into by
Mortgagor in connection with the Mortgaged Premises shall be expressly made subject to this provision.
E. Application of Proceeds. The proceeds of any sale of the Mortgaged Premises or any part thereof,whether under
the power of sale herein granted and conferred or by virtue of judicial proceedings,will be applied as follows: FIRST-To
the payment of all expenses incurred by Mortgagee in preparing for and completing the foreclosure, including, without
limiting the generality of the foregoing,court costs,compensation of agents and employees,legal fees,appraisal fees,title
examination or reports,environmental audit costs and a commission of five percent(5%)to the Trustee,plus expenses of
any entry or taking of possession,sale,advertising or conveyance thereof;SECOND-To the payment of the Obligations;
and THIRD-Any surplus thereafter remaining will be paid to Mortgagor or such other persons entitled by law to receive
same; provided that in the event of a dispute over any such surplus, Mortgagee and/or the Trustee shall be entitled to
interplead such surplus with a court of competent jurisdiction without liability to Mortgagor and Mortgagee shall be entitled
to recover its costs and legal fees incurred.
F. Waiver of Laws. Mortgagor waives the benefit of all laws now existing or hereafter enacted providing for(i)any
appraisement before sale of any portion of the Mortgaged Premises(commonly known as Appraisement Laws),or(ii)any
extension of time for the enforcement of the collection of the Obligations or any creation or extension of a period of
redemption from any sale made in collecting the Obligations(commonly known as Stay Laws and Redemption Laws);and
Mortgagor hereby agrees and contracts that the laws of the State of Texas,save as above excepted,now in force relative
to the collection of the Obligations and the application to the payment thereof, are expressly adopted and made a part
hereof. Mortgagor hereby waives all rights of marshalling of assets.To the full extent allowed by law, Mortgagor waives
any rights Mortgagor has under, or any requirements imposed by(i)the suretyship law of the State of Texas, including
without limitation, any rights Mortgagor may have pursuant to Sections 51.003-51.005 of the Texas Property Code,as in
effect on the date of this Deed of Trust,and as it may be amended from time to time.
SECTION IX. MISCELLANEOUS.
9.1 Appraisal. In the event(1)bank examiners require an appraisal, or(ii)Mortgagee reasonably believes that the
value of the Mortgaged Premises has declined such that Mortgagee's collateral position is likely impaired,then at the request
of Mortgagee,Mortgagor shall furnish to Mortgagee,at Mortgagor's expense,an appraisal of the Mortgaged Premises,to
be prepared by an appraiser reasonably acceptable to Mortgagee and in accordance with appraisal guidelines furnished by
Mortgagee. In addition,if Mortgagor is in default hereunder,Mortgagee may obtain an appraisal of the Mortgaged Premises
and the costs of such appraisal shall be reimbursed by Mortgagor upon demand. All sums advanced by Mortgagee for
appraisals shall bear interest at the highest lawful rate and shall be secured by this Deed of Trust.
9.2 Compliance with Applicable Laws. Mortgagor shall at its sole cost and expense cause the Mortgaged Premises
to be in compliance at all times with all applicable laws, rules, regulations and ordinances applicable to the Mortgaged
Premises (collectively, "Applicable Laws"), including, without limitation, all such Applicable Laws dealing with (i)
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 6
environmental matters,(ii)fair housing laws,and(iii)disabled persons(including American with Disabilities Act). Mortgagor
warrants and represents to Mortgagee that as of the date hereof(i)no hazardous materials or substances are located upon,
within or under the Mortgaged Premises, (ii)no underground fuel storage tanks are located on the Mortgaged Premises,
except those which are disclosed to Mortgagee in writing and are registered with the Texas Water Commission with all
registration fees being paid current. In the event Mortgagee should reasonably believe that the Mortgaged Premises are in
violation of(or are likely to be in violation of)Applicable Laws pertaining to environmental matters,or in the event Mortgagee
should commence judicial or non-judicial foreclosure proceedings hereunder, Mortgagee shall have the right to hire
consultants to perform an environmental study of the Mortgaged Premises. Such consultants are hereby authorized by
Mortgagor to enter the Mortgaged Premises to conduct such above and below-ground tests as such consultants deem
necessary to perform an environmental study as requested by Mortgagee. The cost of performing such environmental test
shall be paid by Mortgagor and shall be secured by this Deed of Trust. Mortgagor hereby indemnifies and agrees to hold
Mortgagee, its directors, officers, employees and agents harmless from all loss, liability,claims, damages and expenses
suffered by or asserted against any of the indemnified parties and arising out of a violation or claimed violation of any
Applicable Laws pertaining to the Mortgaged Premises. Such indemnity and hold harmless agreement shall survive any
foreclosure of this Deed of Trust lien.
9.3 Successor Trustee. The Trustee (and any successor trustee appointed hereunder) may resign in writing
addressed to Mortgagee or be removed at anytime with or without cause by an instrument in writing duly executed by
Mortgagee. In case of death, resignation or removal of the Trustee(or any successor trustee appointed hereunder), a
successor may be appointed by Mortgagee without other formality than an appointment and designation in writing. Such
appointment and designation will be full evidence of the right and authority to make the same and of all facts therein recited,
and upon the making of any such appointment and designation,this conveyance will vest in the named successor trustee
all the estate and title of the Trustee in all of the Mortgaged Premises and said successor will thereupon succeed to all the
rights,powers,privileges,immunities and duties hereby conferred upon the Trustee. All references in this instrument to the
Trustee will be deemed to refer to the Trustee and any successor trustee from time to time acting hereunder.
9.4 Advances by Mortgagee or the Trustee. Each and every covenant herein contained shall be performed and kept
by Mortgagor solely at Mortgagor's expense. If Mortgagor fails to perform or keep any of the covenants of whatsoever kind
or nature contained in this instrument,Mortgagee,or the Trustee or any receiver appointed hereunder,may,but will not be
obligated to,make advances to perform the same in the Mortgagor's behalf,and Mortgagor hereby agrees to repay such
sums and any attorneys'fees incurred in connection therewith upon demand plus interest at the maximum rate permitted
by applicable law. This amount will be in addition to any sum of money which may,pursuant to the terms and conditions of
any written instruments comprising part or all of the Obligations, be due and owing apart from the principal and interest
thereon. No such advance will be deemed to relieve Mortgagor from any default hereunder.
9.5 Defense of Claims. Mortgagor shall promptly notify Mortgagee in writing of the commencement of any legal
proceedings affecting Mortgagee's interest in the Mortgaged Premises, or any part thereof, and shall take such action,
employing attorneys agreeable to Mortgagee,as may be necessary to preserve Mortgagor's and Mortgagee's rights affected
thereby; and should Mortgagor fail or refuse to take any such action,Mortgagee may take such action on behalf of and in
the name of the Mortgagor and at Mortgagor's expense. Moreover, Mortgagee may take such independent action in
connection therewith as in its own discretion it deems proper and Mortgagor hereby agrees to make reimbursement for all
sums advanced and all expenses incurred in such action plus interest at the maximum rate permitted by applicable law.
9.6 Termination. If all the Obligations are paid in full and the covenants herein contained are well and truly performed,
then the Mortgaged Premises will revert to Mortgagor and the entire estate, right, title and interest of the Trustee and
Mortgagee will thereupon cease;and the Trustee in such case shall,upon the request of Mortgagor at Mortgagor's cost and
expense,deliver to Mortgagor instruments acknowledging satisfaction of this instrument.
9.7 Renewals,Amendments and Other Security. Renewals and extensions of the written instruments constituting
part or all of the Obligations may be given at anytime,amendments may be made to agreements relating to any part of such
written instruments or the Mortgaged Premises,and Mortgagee may take or hold other security for the Obligations without
notice to or consent of Mortgagor. The Trustee or Mortgagee may resort first to such other security or any part thereof,or
first to the security herein given or any part thereof,or from time to time to either or both,even to the partial or complete
abandonment of either security, and such action will not be a waiver of any rights conferred by this instrument. All
amendments to and modifications of this instrument must be in writing signed by Mortgagee.
9.8 Instrument an Assignment,Etc. This instrument will be deemed to be and may be enforced from time to time as
an assignment,chattel mortgage,contract,deed of trust,financing statement,real estate mortgage,or security agreement,
and from time to time,as any one(1)or more thereof if appropriate under applicable state law.
9.9 Limitation on Interest. No provision of this instrument or of the Note or other written instruments constituting part
or all of the Obligations shall require the payment or permit the collecting of interest in excess of the maximum rate permitted
by applicable law. If any excess of interest in such respect exists herein or in said Note or other written instruments,or are
adjudicated to be so provided for herein or in said Note or other written instruments,the provisions of this paragraph shall
govern,and neither the Mortgagor nor its successors and assigns shall be obligated to pay such interest to the extent that
it is in excess of the maximum amount permitted by law. If an excess should be collected,it shall be construed as a mutual
mistake of the parties, and the excess shall be credited to principal; however, in the event the Note and other written
instruments have been paid in full,then Mortgagor, its successors and assigns,shall be entitled to a refund of the excess
amount collected. As used herein, the phrase "maximum rate permitted by applicable law" shall mean the greater as
between the highest of such rate in effect on the date of the Note and the highest of such rate in effect on the date for which
a determination of interest accrued under the Note is made.
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 7
9.10 Unenforceable or Inapplicable Provisions. If any provision hereof or any of the written instruments constituting
part or all of the Obligations is invalid or unenforceable,the other provisions hereof or of said written instruments will remain
in full force and effect,and the remaining provisions hereof will be liberally construed in favor of the Trustee and Mortgagee
in order to carry out the provisions hereof. If the lien or other encumbrances created by this instrument are invalid or
unenforceable as to any part of the Obligations,or if the liens or other encumbrances are invalid or unenforceable as to any
part of the Mortgaged Premises,the unsecured or partially secured portion of the Obligations shall be completely paid prior
to the payment of the remaining secured or fully secured portion of the Obligations, and all payments made on the
Obligations,whether voluntary or under foreclosure or other enforcement action or procedure,shall be considered to have
been first paid on and applied to the full payment of that portion of the Obligations which is not secured or fully secured by
the liens or other encumbrances created by this instrument.
9.11 Rights Cumulative. Each and every right, power and remedy herein given to the Trustee or Mortgagee will be
cumulative and not exclusive;and each and every right,power and remedy,whether specifically herein given or otherwise
existing,may be exercised from time to time and as often and in such order as may be deemed expedient by the Trustee
or Mortgagee,as the case may be,and the exercise,or the beginning of the exercise of any such right,power or remedy
will not be deemed a waiver of the right to exercise,at the same time or thereafter, any other right,power or remedy. No
delay or omission by the Trustee or by Mortgagee in the exercise of any right,power or remedy will impair any such right,
power or remedy or operate as a waiver thereof or of any other right,power or remedy then or thereafter existing.
9.12 Waiver. Any and all covenants in this instrument may from time to time by instrument in writing signed by
Mortgagee be waived to such extent and in such manner as Mortgagee may desire,but no such waiver will ever affect or
impair Mortgagee's rights hereunder, except to the extent specifically stated in such written instrument. Acceptance by
Mortgagee of any payment in an amount less than that portion of the Obligations then due and owing shall be deemed an
acceptance on account only and not a waiver, and the failure to pay the entire amount then due shall continue to be an
Event of Default.
9.13 Joint and Several Liability. The term"Mortgagor"as used in this instrument will be construed as singular or plural
to correspond with the number of persons executing this instrument as Mortgagor. If more than one(1)person executes
this instrument as Mortgagor,his,her,their or its duties and liabilities under this instrument will be joint and several.
9.14 Section and Paragraph Headings. Section and paragraph headings are used in this instrument for convenience
only and shall be given no substantive meaning or significance whatsoever in the construction and interpretation of the
terms and provisions herein contained.
9.15 Rights of Assignee. The terms "Mortgagee" and "Mortgagor" as used in this instrument include the heirs,
executors or administrators,successors,representatives,receiver,trustees and assigns of those parties. This instrument
is binding upon the Mortgagor, his,her or their heirs and legal representatives, and Mortgagor's successors and assigns,
and will inure to the benefit of the Trustee and the Trustee's successors and Mortgagee and its successors and assigns. It
is understood and agreed between the parties hereto that Mortgagee may assign any part or all of the Obligations and this
instrument to a third party who shall become entitled to all rights and benefits given herein to Mortgagee. In particular,the
insurance policies referred to in Paragraph E of Section IV above shall be rewritten to show such third party as the
mortgagee entitled to exercise all rights given to Mortgagee in such Paragraph E of Section IV.
9.16 Place of Performance. The duties and obligations herein imposed on Mortgagor are performable Tarrant County,
Texas.
9.17 Counterparts. This instrument may be executed in any number of counterparts,each of which will for all purposes
be deemed to be an original,and all of which are identical.
9.18 Subrogation. To the extent that the proceeds of the Note or any of the other Obligations hereby secured have
been or will be advanced to satisfy, discharge or pay, either directly or indirectly, any indebtedness or other obligation
secured by any right, title, interest, lien, benefit, remedy, equity, superior title and/or security interest (the "Subrogated
Liens") in or against the Mortgaged Premises, the Mortgagee shall be subrogated to all such Subrogated Liens,and the
same shall be renewed,extended,rearranged and continued in full force and effect,in addition to and cumulative of the lien
and security interests of this Deed of Trust, irrespective of any formal or informal acknowledgment of partial or complete
satisfaction or release of the obligations thereby secured.
SECTION X. ADDITIONAL PROVISIONS.
(In the event of a conflict between the printed provisions of this instrument and the additional provisions(if any)contained
in this section,the latter shall control),
10.1 Purpose. The Note represents funds advanced as a part of the purchase price of the Mortgaged Premises,and
this Deed of Trust is in addition to the vendor's lien retained in a Deed given to Mortgagor securing the payment of the
indebtedness described herein;and it is expressly agreed that the same shall not operate as a waiver of the lien created by
this Deed of Trust,it being agreed that said lien and rights created by this instrument shall be cumulative and in addition to
said vendor's lien above mentioned,and that the owner or holder of the above described indebtedness may foreclose under
either or both of said liens,as the owner or holder may elect,without waiving the other;said deed above mentioned,together
with its record,being herein referred to and made a part of this instrument.
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 8
10.2 Surface Rights. To the extent Mortgagor has a right to make or participate in any decision regarding access to
and use of the Mortgaged Premises for the purpose of exploring for,developing and/or producing the oil,gas and/or other
minerals in and under, and that may be produced from,the Mortgaged Premises, or any other purpose incident thereto,
Mortgagor shall not allow access to or use of the Mortgaged Premises for any such purpose without first obtaining the
written consent of Mortgagee thereto.
10.3 Ad Valorem Tax Lien. As long as any of the Obligations remains unpaid, Mortgagor shall not,without the prior
written consent of Mortgagee,enter into any third party arrangement for payment of ad valorem taxes on the Mortgaged
Premises that would grant to such third party or result in such third party acquiring a lien on the Mortgaged Premises
pursuant to Section 32.06 of the Texas Tax Code or any similar statute.
10.4 Leasehold Deed of Trust Provisions.
A. The Ground Lease creating the Leasehold Estate is a legal,valid,binding and enforceable agreement between
the parties thereto,except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or
other similar law affecting creditors'rights generally,and the Ground Lease has not been modified or amended
in any respect unless a copy of such modification or amendment has been provided to Mortgagee.Mortgagor is
the owner of the lessee's interest in the Leasehold Estate,free and clear of any liens,charges,encumbrances,
security interests and adverse claims whatsoever except those approved by Mortgagee. This Deed of Trust
constitutes a valid,subsisting first lien deed of trust on the lessee's interest in the Leasehold Estate in accordance
with the terms hereof. Mortgagor is not in default thereunder, and to the best of Mortgagor's knowledge, the
Landlord under the Ground Lease is not in default thereunder, and no event exists which,with the passage of
time or the giving of notice,or both,shall constitute an event of default thereunder.
B. Notwithstanding any conflict between the terms of this Deed of Trust and the Ground Lease,this Deed of Trust
is executed and delivered in conformity with the Ground Lease,and in the event of such conflict,if any,the terms
of this Deed of Trust shall be controlling as between Mortgagor and Mortgagee.
C. Mortgagor shall timely and fully observe and perform all of the terms,covenants, agreements and conditions of
the Ground Lease required therein to be observed and performed by Mortgagor as lessee, and will furnish to
Mortgagee rental receipts from the Landlord under the Ground Lease or other satisfactory evidence of payment
evidencing the timely payment of all rents due thereunder. In addition, Mortgagor will not, whether or not in
accordance with the terms of the Ground Lease, do or permit anything to be done,the doing of which, or the
omission of which,will terminate or materially impair of tend to materially impair the security of this Deed of Trust
or will be grounds for terminating the Ground Lease or declaring a forfeiture thereof.
D. Mortgagor will(1)promptly notify Mortgagee in writing of the receipt by Mortgagor of any notice(other than notices
customarily sent on a regular periodic basis)from the Landlord under the Ground Lease and of any notice noting
or claiming any default by Mortgagor in the performance or observance of any of the terms, covenants or
conditions on the part of Mortgagor to be performed or observed under the Ground Lease; (ii) promptly notify
Mortgagee in writing of the receipt by Mortgagor of any notice from the Landlord to Mortgagor of termination of
the Ground Lease pursuant to the provisions of the Ground Lease;and(iii)promptly cause a copy of each such
notice received by Mortgagor from Landlord to be delivered to Mortgagee and in any event,within forty-eight(48)
hours after receipt thereof by Mortgagor.
E. Mortgagor will not consent to any waiver or cancellation of any provision of the Ground Lease nor,without the
prior written consent of Mortgagee,to the subordination of the Ground Lease to any mortgage of the fee interest
of the Landlord in the Leasehold Estate.
F. Mortgagor will furnish to Mortgagee, upon demand,proof of payment of all items which are required to be paid
by Mortgagor pursuant to the Ground Lease and proof of payment of which is required to be given to Landlord in
the Leasehold Estate.
G. Mortgagor may exercise any option or right to renew or extend the term of the Ground Lease or exercise the fee
option contained therein without the prior written consent of Mortgagee. Mortgagor shall give Mortgagee
simultaneous written notice of the exercise of such option or right to renew or extend,together with a copy of the
instrument given to the Landlord under the Ground Lease exercising such option or right,and,thereafter,shall
promptly deliver to Mortgagee a copy of any acknowledgment by the Landlord the Ground Lease with respect to
the exercise of such option or right. If such option or right has not been exercised as aforesaid,then not more
than one hundred eighty(180)and not less than one hundred twenty(120)days before the right of Mortgagor to
exercise any option or right to renew or extend the term of the Ground Lease shall expire,Mortgagor shall give
Mortgagee written notice specifying the date,term and manner for which such option or renewal is to be exercised.
Within ten(10)days of written demand by Mortgagee,Mortgagor shall exercise any such option or renewal which
is necessary to extend the term of the Ground Lease beyond the term of this Deed of Trust or to comply with any
law affecting Mortgagor or Mortgagee or which is necessary, in Mortgagee's reasonable judgment,to preserve
the value of the security intended to be afforded by this Deed of Trust. Mortgagor shall promptly provide evidence
of such exercise of such option or right to Mortgagee's reasonable satisfaction. In the event that Mortgagor fails
to so exercise any such option or right or in the event of any default hereunder which is continuing beyond the
applicable cure periods,Mortgagor hereby agrees and grants to Mortgagee all right and authority to exercise such
option in the name of Mortgagor or in its own name. Nothing contained herein shall affect or limit any rights of
Mortgagee granted under the Ground Lease.
H. Mortgagorwill execute and deliver on the request of Mortgagee,such instruments as Mortgagee may deem useful
or required to permit Mortgagee to cure any default under the Ground Lease or permit Mortgagee to take such
other actions as Mortgagee considers desirable to cure or remedy the matter in default and preserve the interest
of Mortgagee in the Leasehold Estate.
I. In the event Mortgagor shall be in default of any of its obligations, covenants or agreements under the Ground
Lease and Mortgagor shall thereafter fail to cure such default within the applicable grace or curative period
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 9
provided in the Ground Lease, Mortgagee may take any act it deems necessary to cure such default.Without
limiting such right of access as Mortgagee may otherwise have to the Mortgaged Premises under this Deed of
Trust,Mortgagor shall permit Mortgagee to enter upon the Mortgaged Premises with or without notice and to do
anything thereon or thereto which Mortgagee shall deem necessary or prudent for the purpose of curing any
default by Mortgagor.Notwithstanding anything herein contained,Mortgagee shall have only the right,but not the
obligation,to cure any default by Mortgagor.Mortgagee's curing of such default shall not have the effect of waiving
or releasing Mortgagor from any of its obligations under the Ground Lease or this Deed of Trust.
J. If Mortgagee shall make any payment or perform any act or take any action in accordance with the preceding
subparagraph(i),all monies expended by Mortgagee in connection therewith(including, but not limited to,legal
expenses, including reasonable attorney's fees and disbursements), shall be paid by Mortgagor to Mortgagee
forthwith upon demand by Mortgagee, and shall be Loan Instrument by this Deed of Trust,and Mortgagee shall
have, in addition to any other right or remedy of Mortgagee,the same rights and remedies in the event of non-
payment of any such sums by Mortgagor as in the case of a default by Mortgagor in the payment of the
Obligations.
K. Mortgagor agrees that in the event Mortgagee elects to make any payments or do any act or thing required to be
paid or done by Mortgagor as lessee of the Ground Lease,Mortgagee shall in addition to all other remedies of
Mortgagee herein be fully subrogated to any and all rights of Mortgagor as lessee and of the fee owner of the
Mortgaged Premises,as lessor,under the terms and provisions of the Ground Lease arising from or relating to
such payment or performance under the Ground Lease,and any sums advanced by Mortgagee shall be a part of
the Obligations secured by this Deed of Trust.
L. Mortgagor covenants and agrees that:
(1)It will not surrender or relinquish the Leasehold Estate created by the Ground Lease,nor terminate or cancel
the Ground Lease or any rights it may have with respect thereto, including but not limited to, any right of first
refusal or purchase option, and that it will not,without the express prior written consent of Mortgagee, modify,
change,supplement,alter or amend the Ground Lease or any of its rights with respect thereto,either orally or in
writing, and as further security for the repayment of the Obligations and for the performance of the covenants
herein and in the Ground Lease contained,Mortgagor hereby assigns to Mortgagee all of its rights,privileges and
prerogatives as lessee under the Ground Lease to surrender, relinquish, terminate, cancel, modify, change,
supplement,alter or amend the Ground Lease,and any such surrender,relinquishment,termination,cancellation,
modification,change,alteration or amendment of the Ground Lease without the prior written consent thereby by
Mortgagee shall be void and of no force and effect.As further security to Mortgagee, Mortgagor does hereby
deposit with Mortgagee the Ground Lease which shall be retained by Mortgagee until all Obligations are fully
paid;and
(2) No release or forbearance of any obligations of Mortgagor under the Ground Lease pursuant to the Ground
Lease or otherwise, shall release Mortgagor from any of its obligations under this Deed of Trust, including its
obligations with respect to payment or rents as provided for in the Ground Lease and the performance of all of
the terms, provisions, covenants, conditions and agreements contained in the Ground Lease, to be kept,
performed and complied with by the lessee therein.
M. If there shall be filed by or against the Mortgagor a petition under the Bankruptcy Code, 11 U.S.C.Section 101
et.se g.(the"Bankruptcy Code"),and the Mortgagor,as lessee under the Ground Lease,shall determine to reject
the Ground Lease, pursuant to Section 365(a) of the Bankruptcy Code, then the Mortgagor shall give the
Mortgagee not less than fifteen(15)days prior written notice of the date on which the Mortgagor shall apply to
the Bankruptcy Court for authority to reject the Ground Lease. Mortgagee shall have the right, but not the
obligation,to serve upon the Mortgagor within such fifteen(15)day period a notice stating that(1)the Mortgagee
demands that the Mortgagor assume and assign the Ground Lease to the Mortgagee pursuant to Section 365 of
the Bankruptcy Code,and(2)the Mortgagee covenants to cure or provide adequate assurance of prompt cure of
all defaults and provide adequate assurance of future performance under the Ground Lease. If the Mortgagee
serves upon the Mortgagor the notice described in the preceding sentence,the Mortgagor shall not seek to reject
the Ground Lease and shall comply with the demand provided for in clause(1)of the preceding sentence within
thirty (30) days after the notice shall have been given, subject to the performance by the Mortgagee of the
covenants provided for in clause(2)of the preceding sentence.
N. Effective upon the entry of an order for relief in respect of the Mortgagor under the Bankruptcy Code, the
Mortgagor hereby assigns and transfers to Mortgagee a non-exclusive right to apply to the bankruptcy court under
Section 364(d)(4)of the Bankruptcy Code for an order extending the period during which the Ground Lease may
be rejected or assumed.
O. So long as any of the Obligations secured by this Deed of Trust shall remain unpaid,unless the Mortgagee shall
otherwise consent in writing, the fee title to and the Leasehold Estate in the premises demised by the Ground
Lease shall not merge,but shall always be kept separate and distinct,notwithstanding the union of such estates,
either in the Landlord or the Mortgagor,or in a third party by purchase or otherwise.
P. Mortgagor shall fully perform and comply in all material respects with all covenants,warranties, representations,
and other obligations imposed upon or assumed by it as lessee under the Ground Lease,and,upon Mortgagor's
failure or alleged failure (notwithstanding that the alleged failure may be contested by Mortgagor) so to do,
Mortgagee shall have the absolute and immediate right to enter upon the Mortgaged Premises and to take such
other action,to such extent and as often as Mortgagee,in its opinion,deems necessary or desirable,to prevent
or to cure any such failures or alleged failures by Mortgagor.
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 10
EXECUTED October 16,2015.
MORTGAGORIDEBTOR:
TACTICAL AVIATION SE I SAC __�
By:
George I(ostohryz,Jr.,Manager
By:
Thomas A.Wq r
STATE OF TEXAS § �
COUNTY OF TARRANT §
This instrument was acknowledged before me on October 1 , 2015, by George Kostohryz, Jr., Manager, of
TACTICAL AVIATION SERVICES,LLC,a Texas limited liability c mpa y, n behalf of said entity.
C
NOTARY PUBLIC,State of T
6•`` �'}�v''a LISA C.MOORE
STATE OF TEXAS °
§ °'• `�';Notary Public,State of Texas
My Commission Expires
COUNTY OF TARRANT �:
§ ••%�drep�Kes'. FEBRUARY 4,2016
This instrument was acknowledged before me on October J, 2015, by Thomas/A.' rejo, Manager, of
TACTICAL AVIATION SERVICES,LLC,a Texas limited liabilit o any,on behalf of said entity.
C W(V--
O ARY PUBLIC,State of Texas
Address of Trustee and Mortclapee:
P.O.Box 29775 LISA C.MORE
Dallas,TX 75229 e4
Attention: Mr.John E.Girard - • Notary Public,State of Texas
My Commission Expires
After Recording,Please Return To: .�ygTFiW FEBRUARY 4,2016
°uutu�
BANK OF OKLAHOMA
Attn:Consumer Records[Worth
P.O.Box 22117
Tulsa,OK 74121
DEED OF TRUST,SECURITY AGREEMENT AND FINANCING STATEMENT PAGE 11
Exhibit
Lease Site B-R:
A parcel of land out of Block 2, Meacham Airport Addition, according to plat thereof
recorded in Cabinet A, Slide 2445, of the Plat Records of Tarrant County, Texas, and
being more particularly described as follows to wit;
BEGINNING at a 1/2"iron rod found for the southeast corner of the herein described
lease site, said iron rod having NAD '83, Texas Coordinate System,North Central Zone,
coordinates of N=6,9 80,797.6 1, and E�2,320,460.46;
THENCE:North 87 degrees 43 minutes 00 seconds West, 389.90 feet to a nail found for
the southwest corner of the herein described lease site;
THENCE:North 02 degrees 17 minutes 00 seconds East, at 138.05 feet pass a nail found,
in all, 378.17 feet to a nail found at the beginning of a curve having a radius of 40.0 feet;
THENCE:Northeasterly with said curve to the right,through a central angle of 90
degrees 00 minutes 00 seconds, an arc distance of 62.83 feet to a City of Fort Worth brass
monument stamped#0810 set in place of a mark"X'found in concrete at its end,the
long chord of said curve bears North 47 degrees 17 minutes 00 seconds East, 56.57 feet;
THENCE: South 87 degrees 43 minutes 00 seconds East,224.48 feet to a City of Fort
Worth brass monument stamped#0808 set in place of a mark"X"found in concrete for
the most northerly northeast corner of the herein described lease site;
THENCE: South 02 degrees 11 minutes 03 seconds West, 94.46 feet to a City of Fort
Worth brass monument stamped#0809 set in place of a mark"X'found in concrete;
THENCE: South 87 degrees 50 minutes 06 seconds East, 125.25 feet to a 5/8"iron rod
set with a red plastic cap stamped"City ofFt. Worth Survey Division" for the most east
northeast comer of the herein described lease site;
THENCE South 02 degrees 17 minutes 00 seconds West,323.97 feet to the Place of
Beginning, and containing some 3.464 acres(150,879 square feet) of land,more or less.
Surveyed on the ground in August, September, October,November and December of
2008.
Note:In accordance with the Texas Board of Professional Land Surveying, General
Rules of Procedures and Practices, 663.19(9),this"report"consists of the real property
descriptions herein, and a map of survey,
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