HomeMy WebLinkAboutContract 28256i'
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C'ONSFI�TT TCl nF,F.n nF TRLTST_
SF.("TJRITY AGRF.F.MEI�T� Alvi� FnvewrTwr cT.�TFI��rT
FORT WORTH MEACHAM I1�TERNATI01�1AL AIRPORT
FIXED BA5E OPERATOR LEASE AGREEMENT
(CITY SECRETARY COli1TRACT lii0. 1196i, AS AlV�El�DED)
This COl�ISEl�i'T TO DEED OF TRUST, SECURITY AGREEMEI�1'I' AND
FI1�AI�ICII�TG �TATElVIENT ("Agreement") is made and entered into by and between the CITY
OF F�RT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of
the State of Texas, acting by and through Marc Ott, its duly authorized Assistant City Manager;
D011T E. HANSEN ("Lessee"), an individual; and SUMIVIIT BA1�IK, N.A. ("Bank"), a national
banking association actin$ by and t�rough �. Tom Senor, its duly authorized President.
.
�'——
The following statements ar� tnze and correct a�nd form the basis oithis Agreement;
A. I,essor and Lessee previously entered into City Secretary Contract ("CSC") No. 11967, as
amended by CSC No. 17325 and assigned to Lessee pursuant to CSC No. (collectively, the
��Lease"}, a lease af real property Iocated at Fort Worth Meacham International Airport
("Airport") known as Lease Site S-S (Hangar 9-S) (the "Leased Premises").
B. Pursuant to CSC No. 18967, Lessor consented to an assignment by Lessee of its right, title
and interest in the Lcased Prernises to Banl� of the WeSt and ta the execution by Lessee nf a Deed of
Trusi lien on the Leased Premises to Bank of the West to secure indebtedness owed by Lessee to
Bank of the West for improvements to the Leased Premises (collectively, the "Bank of the W�st
Agreements"). Lassee has re�anced its indebtedness for such improvements to the Leased
Premises, and Bank of the Wes# has released all rights and interest in the Leased Premises pravided
l�y CSC No. 18967.
C. Pursuant to Lessee's refinancing of its indebtedness for improvements to the Leased
Premises, Lessee and Bank desire Lessor to consent to an assignment by Lessee of its righi, title and
interest in the Leased Premises to Ba�nk and to cansent to the execution by Lessee of a Deed of
Trust lien on �he Leased Premises to Bank in order to secure indebtedness awed by Lessee to Bank
under certain promissory notes.
A r� _eerne�t
1. Lessor hereb� consents to tl�e executian by Lessee of the Deed of Trust, Security Agreernent
and Financing Staternent attached hereto as Exhibit "A" (collectively, fihe "Deed of Trast") and ta
the assignment by Lessee ta Bank flr a trustee of Bank, acting as Bank's agent, of Lessee°s right,
title and in�erest in the Leased Premises as grant�d by the Lease The Lease zs incorporaied herein
by reference fbr all purpases. The Leased Premises are specifically described in the feld nates of
Page I
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 11967, as amended)
� � ,n �
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Exhibit "B", attached hereto and hereby made a part of this Agreement for a11 purpos�;s. However,
L�ssee arrd Bank understand and agree that by executing this Agreement, Lessor does not (i) adopt,
ratify or approve of any of the parti.cuiar provisions af the Deed of Trust; (ii} make any
representations or warranti�s under the Deed of Trust, including, but not limited to, thase set %rth
under Section 10:1 of the Deed of Trust; or (iii) grant any right, privilege or use to Bank or any
assignee undsr the Dead of Trust that is different from or more extensive than any ri�t, privilege or
us� gru�ted to I.essee by the Lease.
�. NQtwithstanding anything to the conirary in the Deed vf Trust, Lessee and Bank
acl�owledge, unders#and and agree that Lessee and Bat�lc do noi have any right to convey any
interest in real property at the Airport greater than ihat granted specifically by the Lea�e. Bank
acknowiedges and understands that (i} Lessor owns in fee simple all permanent improvemen�s on
the Lcased Premises as of the effective date of tl�is Agreement; (ii) Lessor wi11 own in fee simple a11
permanent improvements constructed an the Leased Premises after the effective date of this
Agreement; and (iii} notwithstanding anything to the contrary in the Deed af Trust, all of such
impravernent� constit�te part of the leasehold estate and Bank docs not ha�e the right to sell or
otherwise convey any properiy interest in such improvements other than as part of the leasehold
�estate.
3. Lessor agree� and covenants that it shall not exercise any rights it may have under the Lease
to cancel or terminate the Lease or to farce surr�nd�r of a11 ar part of the Leased Premises unless it
first has provided Bank with written notice af ifis intent to exercise such any such riglZt. Bank shall
have ihirty (30} calendar days from the date it receives such notice to cure, perform ar assurne
Lessee's obligatians under the Lease to Lessor's satisfaction in order to avoid such cancellation,
termination ar surrender; provided, howev�;r, that if Bank, in good faith and after di3igent and
continuous efforts to remedy any non-monetary default by Lessee under the Lease, carulot cure such
default within thirty (30) cal�ndar days, it may request Lessor to provide a reasonable amount of
additional time to cure such default, in which case Lessar wi�l pravide Bank with an extended
d�adlin� to cura such d�fault as det�rmined by Lessor its sole, but reasonable, discretian.
4. As a condition precedent ta the effeciiveness af this Agreement, Lessee agrees and
covenants that it will endorse ail �urance policies required by the Lease ta name both Lessor and
Bank as additional insureds and to cover all public risks related io the leasing, use, occupancy,
maintenance, existence or location of the Leased Premises. Natwithstanding anything to the
cantrary in the Deed of Trust or any other agreement entered into by and between Lessee and Bank,
Bank hereby agrees and co�enants that any and a11 proceeds payable under the texms of such
insurance palicies shall first be applied to cover the replacement of all facilities and imprav�ments
on ihe Leased Premises and to satisfy i'ully th� terms and conditions of the Lease. Pa}�nen� af s�ch
proceeds shall apply secondarily to secure any of Lessee's indebtedness to Bank,
�. � Lessor may take all action availablE to it under fhe Lease, at law ox in equity in order ia
proteet its interests, including, but not limited to, cancellation af Lessee's interest as provided by
the Lease and in accordance wiih this Agreemen�.
b. Bank agrees that it promptly will notify Lessor in writing vwhen Bank has released its rights
Page 2
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 11967, as amended)
under the Deed of Trust. This Agreement wi11 automat�cally terminate on the earliest date that
Bank releases any such rig�ats. In addition, this Agreemeni wi11 automatically temainate upon �he
expiration �r tennination of the Lease.
i. Notwithstandin� anything io the contrary in the Deed of Tru�t, (i) Bank may no� assign any
of its rights under the Deed of Trust to any other person (other than a trustee acting as Bank's
ag�nt}, firm ar corporaiian and (ii) in the event khat Bank farecloses upon Lessee under the Deeyd of
Trust, Bank may nat sell or otherwise transfer in any way any of Bank's or Lessee's riglits or
interest in the Leased Premises unless Lessor consents to such sale or transfer in the form of a
written Consent to Assignrnent approved by Lessor's City Council.
$. Notices ta Bank required pursuant to the provisions of this Agreement shall be conclusively
determined to have been deiivered wben (i) hand-delivered ta Bank, its agents, employees, servants
or representatives; (ii) deposited in the United States Mail to the address below; ar(iii) sent via
facsimile to the number belaw:
Suinrnit Bank, N.A.
Attn: S. Tam Senar
3851 NE Laop 820
Fort Worth, TX 76137
Fax: 817-306-9277
9. In the event that the Lease expires or is ter�ninated, nothing herein shall obligate LessQr to
assume in any way Lessee's indebtedness or to relieve Lessee of its obligation to liquidate and
discharge, at Lessee's sole cost and expense, any lien on the Leased Premises and any structures,
improvements and fixtures theraon.
10. Lessee represents and warrants to Lessor that it has di5charged all af its duties and
obligations to Bank of the West under the Bank o£ ihe West Agreements and that Bank of �he West
has released all o� its rights to thc Leased Premises ganted by the Bank of the West Agreements.
11. In the event of any conflict between this Agreement and the Lease, the Lease shall control,
In the �vent af any eonflict between the Deed of Trust and the Lease, the Lease shall cor�trol in all
respects as to Lessor and as ta Lessee's and Ba.nk's obligations and relatianship to Lessor as set
forth in the Lease and/or this Agreement. In the event of any conflict between fhe Deed of Trust
and this Agreement, this Agreement shall control.
12. This Agreemeni may not be withdrawn, amended or modified excegt by a written
agreement executed by the parties hereto and approv�d by Lessor's City Cauncil. Lessee and Bank
covenant and agre�e that they will not amend th� Deed of T�ust, or assign any rights and/or
obligations thereunder, withaut ihe prior written consent o#' Lessor.
13. This Agreement shall be canstrued in accordance with the laws of the State o�' Texas.
Venue for any action arising under the provisians of this Agreeynent shall lie in state eourts loeated
Page 3
Consent to Deed of Trust betvveen
Don E. Hansen and Surnmit Bank, N.A.
(CSC No. 11967, as amanded)
in Tarrant County, Texas or in the United States Districi Court for the Northern District of Texas,
Fort Worth Division.
14. This written inst�rument, including a.ny dacuments attached hereto and/or incorporated
herein by reference, contains the entire undersianc�ing and agreement between Lessar, Lessee and
Bank as to f.he mattexs contazned herein. Any priar ox contemporaneous aral ar written agreement
concerning such matters is hereby declared null and void to the extent in conflict with this
Agreement. .
I1�1 WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
as of the last dat� set forth below:
CITY O FORT � RTH:
�y; i � �`v ��
M�� ott(
AssistanttCity Manager
Date: r /�—
ATTES�:
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.,
By. � _ _ ' � �Tt� ,
.�
Gloria Pe�on
City Secretary
APPROVED AS TO FURM Aii�D L�GALITY:
)
,�„ -, r
By' -.�c�c'c ` � �.
Peter Vaky �.��
As,sis�ant City Attorney
M&C'� L- ���� Yr 12 �-�7--C 2,
IZI����:.����F
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Date: - � : : ��
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Page 4
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(C5C No. 11967, as amended)
ATTEST:
B • ��� r, � �,c�.�
Y � �
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:;�a�� . � .�, ��t��
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UL�W�
S�IT BANK,I�1.A.:
By: �� � ��
S. Tom Senor �
President
Date• �� � �� ��
Page 5
Consent to Deed of Trust between
Don E. Hans�n and Summit Bank, N.A.
(CSC No, 11967, as amended)
ATTEST:
By; �`�_ c.v �,t � t��.rn 1%�n�
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned auihority, a Notary Public in and for the State of Texas, an
ihis day personally appeared Marc Ott, known to me to be the person whase name is subscribed to
the fore�oing instrument, and acicnowledged to me fhat 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.
GNEN UNDER MY HAND AND SEAL OF OFFICE this ,�(� day of
c,�-p�_,e�,-r,..,L�,.L�� , 2002.
��`Y�G,,, ROSEL�A�ARNES �
,,
��� ��� �107AF1Y PUBLIC � .
N����� � 5tate of Texas - NOt Public in and for the State of Texas
�'�,'�oF�,,•�Comm. Exp. 03-3�-2005 ` �
�....... .
-. - ,--_-„ ,a � � .�.� � w...ti...-� �, ,� v. ., �. � � �. �
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned autl�ority, a Notary Public in and far the State of Texas, on
tl�is day personally appeared Don E. Hansen, known to me to be the person whose narne is
subscribed to the foregaing instrurnent, and acknowledged to rn� that the sar�ne was his act and that
h� executed the same as his act iar the purposes and consideratian therein expressed and in the
capaeity therein stated. ,
.�GNEN ER MY HAND AND SEAL 4F OFFTCE this O� � d�y of
� 1i , 2002.
f,��,�YP�� LEAf�f� DAVENPORT �
�
* �� NOTARY PUBLiG �
S7A�� OF TEXAS
m"'� nF �'�` 1VlY Comm. Exp.12-22-200a �
— - --�--_.�,�:y-�:��?
� .�.�������
Not ublic in and for the State �f Texas
�
STATE OF TEXAS
� • �►M • � � � : _��
BEFORE ME, the undersigned authority, a Nota�.y Public in and for the State of Texas, on
this day personally appeared S. Tam Se�aor, known to me to be the person whose name is
subscribed to the faregoing instrument, and acknowledged to me that the same was the act of
Summit Bank, N.A. and that he executed the same as #he act of Summit Bank, N.A., far the
purposes and considcration therein express�d and in th� capacity therein stated.
�GNEN UNDER MY �-�AND AND SEAL OF OFFICE this o� � day of
,,- , 2002.
� ���� � � � � � � ��
�"i�Yp�A LEAfVN QAVEfVPORT -�
��',�`� �� lVOTARY PIJBLIC : Notary Pu lic in and for tl�e State � e as
` STATE OF `I�XAS .
. �r1� 4F �*¢� My Cnmm. Fxp.12-22-2003 "�
����s,. ,.,� e�� u> ,�� �� �.����t�.--.,%�.
Exhibit "A"
�ummi� �ank�, i�.A.
3651 NE Loop B20
Foft Worlh, 7exas 76137
$375,OOU.DO ❑ecember 11, 2002
BUT TO B� �FF�CTIVE RECEMBER 20, 2002
' ��ED OF TRUS7 N07�
FO�t VALUE R�CEfVED, the undersigned {wYiether one or more) (anef any endorsers herea� jolntly and severelly prnmise to pay ta
the order oF Summit Hank, N.A., ("Bank"� at its office in Tarrant Counly, Texas, or et suclt olher places as Bank may hereafter desfgnate,
the principal sum ofTHREE FiUhtRR�D S�VENYY-FIV� THQUSAND AND NOH 00 DOLLARS ($375,OOO.DD), orso much ihereof
as may 6e advanced, wiEh interesi {caloulated an the 6asis of a 360 day year) on the unpaid principal balance From tima to ttme owing
hereon computed Gom Ihe date of Ihis note until maturity at a per annum rale of {check box and complete appropriata paragraph):
6.5
❑ % greatar than the Base Rate publiahed from t�me io time by Bank (the Base Ra{a is Ihe Interest
rate annownced from time to tirne by eank as a general reference loan raie of interest and It may or may not be the lowest
rate charged hy Bank from time to time.) Provided, however, that the rate oF interest charged hereurrder shall never be
grealer than the Maximum Lawful Rate, Fhe presenl rale af interest compute[E by such tarmula is % per annum. Any
change In the Base Rate by Bank shall be stfectlue for purposes of changing Ihe rate of Irtteres[ which this Nofe bears as
of ihe date of ihe change oF such Base Rate unless othervvise sfated as foilows:
All past-due principal and interesE si�all bear inlerest al the hAaximum lawFul Rate.
1"his Note is paya6le on demand, but if no demand is made,-then this Note is �ayable as follows: In 59 monfhly installments af
$3,266,6fi each, Including principal and interesl; each installmenl when paicE shaf! pe credited �rst to lhe payment of accrued
interesl, and the remaining balance to the reduction of principal; the first ]nstallmenl being due and payable on or before the
201h day oE January, 2003, and a Ilke inslallment 6eing due and payabla on or before lhe 20th day of each succeeding month
thereafter until �ecembar 20, 24Q7, when the entire sum, both principal and accrued i�terest, shall be whally due and payabEe.
It is expressly provided and stipulated tY�at nbiwllhstanding any provislon of this Nvte or any other lnst[ument evidencing or seauring
the loan herein sel forth, in no event shall lhe aggregate of all interest paid ar cantracted la 6e paid ta �ank by the undersigned (or any
guarantors or endorsers) ever exceed the maximum amount oF interesl which may lawfully be charged lhe undarsigned by Bank on Ihe
pr[ncipa! balence aF this Note Crom time to time advanced and remaining unpald. In this connectian, it fs expressly stipulated and agreed
ihat il is the intert of Bank and the undersigned in the execution and delivery of Ihis Note to coniract in stricl cpmpfance with applicahle
usury laws. In furtharartce thereof, rsone of the terms oF this Note or said other inslrumenis shall ever be consirued to create a contract to
pay interest at a rate in excess of lhe Maximum Lawful Rale tor tha use, [ore6earance or detention of money. The term "Maximum Lawful
Rate" es us�d here�n, shall mean th� maxlmum nonusurious rate of interest whEch may lawfully be charged the undersigned by Bank under
appqcahle law, and, in Interpre#ing the Maximum LavvFul Rate, Bank may rely upon Ihe "indlcaied rate ceiling" �n eHect (rom lime to Ume
as deFlned In Vemon's Ann. Civ. St. art.1.04{a} as limited and modifled hy Vemort's Ann. Cfv. St. art. 1.04{b). In determfning whelher lhe
foan evidenced hy this Note is usuriaus under appficabie law, aA interesf at any tlme conlracted for, charged, or received frpm the
undersigned in wnneciion with Ihe loan evldenced hy khis Note shall be amortized, prorated, aHocaled, and spread in equal parts during
the perlod of the full stated term of this Note. However, €n the event lhat tnis Nots is paid in full by the undersigned (or sny guarantors or
endorsers hereofj prior Io the end of Ihe full staled term of this Note and in the evenl the interest received by Bank for the acluaf periad
of the existence of the loan axceeds #he Maximum l.BwFul Rate, Bank shall, at Its option, aither refund to tha undersigned the amounl of
such axcess or credit the amounl oF such excesa againsi any amounls awing by khe undersigned under this Note. In addition, iF, from any
circumstances whatsoever, fufhilment of any pravision hereof, nr of the Dead af Tn�st, 5ecurity Agre�ment and Financing Statemeni
securing this Nots, ar af any ather instrument securing this Note, or of any other agreement referred ta hereln or exec�ted pursuant !o or
in tonneclion with this Nofe, at Ihe fime perfnrmance of suth provisions shall be due, shall involve transcending the limit of val9dity
prescribed by applicable Eaw, then, ipso tacto, the a611galion to fulffll shall he reduced to khe Ifmit of such valldity, and if {ram any
circumstances Bank shall ever receive as lnterest an amount which would exceed the Maximum Lawiul Rate, such amount which would
be excessive int�res# shall, at the apllon of Bank, 6e refunded to the undersighed or be applied to lhe reducllon of the unpafd princlpal
6alance due hereunder and not to Ihe payment oF interest.The provisions of thls paragraph shail 5upersede all vther pro+risivns otthis Note
and al! provisions af olher Instruments evidencing or securing Ehe loan evldenced by ihis Note, should such provfsipns be In apparent
conf�ict herewlth.
The undarsigned (irtcluding endorsers)are to be regarded as principaEs so faras their liahifity to Ban& is concemed and all such persons
agree that Bank and any one or more a# the undersigned may at any time renew and extend the date af ma#urity hereof or modify the
method nf paym�nt herefn without notice of such fact lo any olhers of undersigned ((ncluding endorsers j who shaEl remain severalfy bound
far Iha payment hereof, and sgree Ihat any and all security Interesls, mortgages, deeds of trusl or other fiens given farthe paymenk hereof
by Ihe undersigned at any tlme shall rama€n in full iorce and effect as securlty for the payment a# any renewal or extensian oF this IVake or
any part thereof. TH� L1N�ERSIGNEO AN� ALL EN�ORSER5, SURETI�S AfV� GUARAHTaRS HEREOF, AS WELL AS ALL
PERSONS Ta BECbM� LfABLE ON THIS HOTE, NEREBY .IOINTLY AN� SEVERALLY WAIVE ALL NOFICES OF NONPAYMENT,
DEI4iANC15 FDEi PAYMENT, PRESEN7MEN75 FOR f'AYMENT, NOl"ICE3 aF IN7ENTIOH 70 ACCELEiiA7� MA7URITY, NOTICES
OF ACTUAL ACCEL�RATION OF MATURITY, PROTESTS, NOT[CES OF PROTEST, AN� AiVY OT�IER �EMAN�3 OR NaTICE DF
AA[Y KIND AS TO THIS NOTE, bILIGENCE IN COLL�CTION HEREOF AN� IiV BRINGING SUIT HER�ON AN� ANY NOTICE OF, OR
pEF�NSE ON ACCOIJNT QF, THE EX"fEiHSION OF iIME OF PAYMENT OR CHANGE iN THE lNE7NOD �F MA}CING PAYMENT, AN�
WfTHOl1T FURTHER NOTICE HEREBY CONSENT TO ANY AN� ALL RENEIf4iAL5 kND EXT�NSIONS IN iNE TIME OF PAYM�Ni'
HEREOF �ITIiEit BEFORE �12 AFTER MATl1RITY ANO TME RELEASE QF ANY PARTY PRIMARfLY OR SECON�ARiLY LiABLE
HER�ON. As ko any extension ar renewal, the rate of interest therean m�y he changad andlor fees in consideration of loan extenslons may
b� imposed and any related rigitt nr securiiy therefore may he waived, exchanged, surrendered or otherwise dealtwlth, and any of the acls
mentioned in said renewal notes may 6e done alf withqul affecting the [ia6ility of the undefsigned or the liabllity of any endorsers, sureties,
or guarantors hereoF, aach of v+rham agrees to remaln liahle nnder safd renewal rtote untll the de6t represented thereby is aclually paid in
h+ll to Bank. Ttie undersigned agres fhat 8ank's acceptance of parilal or delinquent payments, or fallure of Bank to exercise any right or
remedy contained herein ar fn any 9nslrumenl given as seeurfly for the paymen[ ofi this Note shall nol be a waiver of eny oblfgetion of Ihe
underslgned ta Bank or constituEe walver of any simllar defauk su6sequently occurring. The �ndersigned and all sureties, endorsers, and
guarantors of this Note agree to any substltukfon, exchange or release of any colfateraE given as securliy for this Note or the relsase ot any
party primarily or secondarily liable hereon, anci furtheragree Ihat ii will not be necessary forBank, in order to enforce payment of thls Note,
lo first instllute suil or sxhaust ils remedles agalnst any maker or others liahle herefar, or to enforce Its righls against any security herefor.
The undersigned expressly agree that in the e�enl of default in the payment of this Note or of any instal[ment of principal andlor Intarest
of thls Note when due, or upon the occurrence o{ an Evsnt oF �efault under the Deed of Trust, Security Agreement and Financing
Statement 6eing executed simultaneously herewith, or in the evenl of default in the perfnrmance nf any of the terteis, covenanls or
�conditions contalned in any other lnsirument nr tnstruments given as security for ihe paymenl of this Note, or upan fallure ot the
underslgned to pay when dus any amounts owing under such other instrument, or In the event Bank, in good faith, deems iiself insecure
or otherwise believes that the prospect of peyment or performance oF this Note ar any oi its terms are impafred, or if any evenf occurs or
conditlon exists which authorizes the acceleratfan of�the maturity hereaf under any olher egreement made 6y the undersigned with 9ank,
nr i(any representaiEon, warranty or certificafion mads hy lhe undersigned wllh Bank, or IFany representalion, warranty orcertif cation made
by the undersigned In any certificaie, flnancial stalement or other Instrument pursuant herato shall pto�e ta have been incorrect In any
maierial respect upon the date when rraade; or iF the undersigned {including endorsers, suret€es, and guarantors) shall admit in writing an
ina6ility to pay this No#e when due or shad make an assignment for the heneflt of creditors; Ille a petitivn In bankruptcy, Pedilon or apply
to any tribunal for the appointmenl o� a eustodian, recelver or any trus#ee for it or a substantial part of iis asaets, or shall commence any
�raceeding under any bankruptcy, reorganization, arrangement, readjusiment of debt, dissolulipn or liquida[ian law or statute of any
urisdlcllon, whelher now urheteafter In effect; or iP Ihere shall ha�e qeen filsd any such petition or application, or any such proceeding shall
have been comrr�enced against it, in which en order for rel[eF is enlered or which remains undismisssd fnr a period of Ihiriy days or more;
or if the undersigned, {i�clud[ng endarsers, sure�les and guarantors} by any act nr omission shall tndEcafe its consent to, approval of or
ac��lescence in any such petilion, app]ication or proceeding or order tor reiief or the appointmant of a custodian, receiver or any trustae
for t or any su6stantial part of any of its praperties, or sha11 suffer any cuslodEanship, re�eivershlp or trusteeship lo continue undischarged
for a per[od of th�Ry days or more; or �f the undersigned, (including endorsers, surelies and guaranlors} shal] generally not pay Ils de6ts
as such debts become due; or if ihe undePsigned, (inclu[iing endorsers, sureEles and guarantws} sf�al3 have concealed, removed, or
permitted to be cancealed or removed, any part of its property, wilh intent to hinder, delay or defraud its creditors nr any af them, or made
or sufferad a fransfer of any oF its property wh9ch may be fraudul�nl under any benkrupicy, fraudulent cnnveyance or similar law; or shall
have made any transfer o( ils property to or For the beneftt of e creditor at a lime when olher creditors s{milarly situated have nol been paid;
or shall have suffered or p0rmitted, while insolvent, any creditor to o6fain a lien upon any oF its properly thmugh �egal proceedings or
distraint which is nol vacated withEn thirty days from the date lhereof, then, and in Ihat event, Bank may, af Ils optEon, withoul nalice nf
nonpayment, demand of payment, presentment for payment, noti�e of intention to accelerate maturlty, notice oF inalurity, protesl, nptice
of praiest, or any other demand or notice of any kind, a31 af which are here6y expressly waived, declare the principal of thls Note, or so
much fhereof as may remain unpaid at the time, and ail Interest lhen accrued therean at ance due and payable, and Bank may Immedlately
exercise its right of seloff as described below, ln Ihe evenl default is made in the promp# payment oF lhls No1e �rrhen due ordeclared due,
or ihe same is placed in the hands nF an attornay for colleption, or s�it is 6rought on same, or the same Is collected through any judicial
proteeding +�vhalsoever, or if any action nf foreclosure he had herepn, ihen the undersigned, jolntly and seve[ally, agree and prom[se to
pay to Bank, in additinn tn Ihe oti�er amounls due hereunder, an addiffonal sum of not less than fifteen percenE (15%y of the unpaid princ'spal
and interest then due on thls Note as aftorney's fees pius aal expenses inaurred in conneclion with the proteclion or realfzalian oE lhe
collateraf pledged as security tor repayment of the indebtedness reflected herein or enforcement of any gusranty incurred by Bank nn
account of such collection �hether or nol suit is filed hereon. '
The provfsions oi this 1Vole are binding on the heirs, executors, administratars, successars and assigns ot the undersigned (inc[uding
er�cEorsers) and shall lnure to the benefit af Bank and any other hn[der hereof, and their respeclive successors and assigns and such
provisians shall, be construed parsuant to the laws of tire State of Texas. The tarm "eank" as used herein shail includa any subsequent
owner or hnidet of this Note except when In reFerence to lhe "Base Rate" which shall always be intended to mean Ihe Base Rate of 9ummit
Bank, iV.A. The agreemen#s contained herein are fully performable in Tarrant County, Texas.
As further secwrity for this NoEe, and al[ oEher inde6tedness which may at any time ba owing by Ihe undersigned (and any endarsers
hereof} to Bank or other hoider hereoF, the undersigned (and any endarsers herean give to Bank, or other hold�r hereof, a security interest
and a conlractual right of setoff in and to all money now in, or at any time hereafter coming within, the custady ar conirol of 9ank or okher
holder hereot (Including, without limitalion, al! deposils and acoounis) and Bank may and is autitorized fo retain and appiy said money to
the payment of this Note andlor ta ti�e payment of such oEher indebtedness, in such order as Bank may, in iEs sole discretfon, determine.
Additlonally thfs Note Is secured by a Deed oF Trust, Security Agreement and•Financing Sta�ement of ewen date herewilh ta S, 7QM
SENDR, as irustee, covering certain real estate located in the Counly vf 7arrant, Stata oFTexas and destribed as falfows:
All of Grantor s right, tlile and inleresi in and to those certaln Lease Agream�nts (and any and all Amendmanls Ihertp} �s set forlh on Exhiblt "A",
aitached hereto and Incarporated hereln For all purposes, 6eing Lease Agreaments dy and belween the Cfiy of Fort Worth, as Lessor, and bon
E. Hanse, as Lessee, and relating to certain tracls or parcels ot land located at 14ieacham Field, a municipal airport in �he City of Forl
Worth, 7exas, said real propeny relatfng to and bafng the su�jeet af ihe k.ease Agreements beiag descrihed on Exhibit "B",'C", "D",
and "E", attached hereto and incorparated herein for all purposes.
fHlS WRITTEiV l.OAiV AGREEMEN7 RE�R�SENiS 7HE FINRL
AGREEMENT BETWEEN TH� PARTIES ANd MAY NpT BE
CONiRAbIC7ED BY �VIDENCE OF�PRfOR,
CQN7EI4iPORANEDUS, OR SUBS�QLJENT ORAL
AGREEMENTS OF THE PARTIES, .
'7HERE ARE ND iJNWRITfEN DRAL
AGREEMENTS BETWEEN THE PARTIES,
7he undersigned:
G ���
DON E. HA �� '
4000 NoRh Maln 5freet
Fort Worth, Texas 76i06
cFx nre zooz os rsrss2•n �az�}
Summit Sank, N.A.
I]L��D QF TRlJST
SECiJR17Y AGR�EMENT
FINANCING 5TAT�hfENT
TH� STATE flF T�XAS
COUf�lTY OF TARRANT
7hls instrument is entered into 6elween ihe undersigned (hereafter called 'Mortgago�') and S, TQM SENOI2 (hereaLter talled
"7rustee"), as trustee for the benefit of Summft 6ank, N.A. (hereaker called "Bank").
SEC714N i. DEFINITIONS.
1:i The term "Mortgaged Premis�s" means the fol�owing described real properly and personal properiy which is ar will become flutures
(kist personal property by item or type);
All pf Grantor's right, lllle and lnterest in snd ta those c�rtain Lease AgreemenEs {and any and all Amendments the€eloJ
as set forth on Exhibit "A", aftached hereto and incorporated hereln for a!i purpases, being lease Agreemenfs by and
between the Clty of Fort Worih, as Lessor, and non �. Hansen, as Lessee, and relating to ceRain tracts or parcels oF
land laeated at Nfeacham Field, a municipal airport in the City af FoR Worth, Texas, safd real property relating to and
being Ihe su6ject oi ihe Lease Agreements being desari6ed on Exhihit "B", "C", "0", and "�", attacF�ed hereto and made
a part hereof for all purposes;
togeiherwith all heating, plumbing, refrigeretion, lighting fixEures, equipment andlorappliences now, or hareaf#er, attached fo orused
In conneclfon with lhe abova described reai property, and a4i buiEd�ngs and all improvemenis now vr hereafler placed upon such
property and all appurtenances, servitudes, righis, ways, privileges, prascriptions and advantages In any way thereunto belonging
to ar �ppertaining (hut not evnsumer goods, other iha� accessories, acquired 6y lalorkgagor more than ten {1Q} days after date
pursuant to Art. 9.204 of the Texas Business and Commeree Code.)
1:2 The kerm "Obligations" means:
A.A promissvry note dated December 20, 20fl2, In tite principal sum a shown nn said note execuked 6y DON E. HANSEN
(hereinafter called "8arrowe�') and payable to the order of Bank at ils offlce In FoR Worth, Texas, or swch oYher place as the holder
of Ehe note may desfgnate, with inlerest as therein specified and on Eerms as there[n contained;
8. All promissory notes evidencing additianai laans which Bank may �tereafter make to Borrower (aithough It is understood ihat
. Bank is under no ob[igation to do so;
C. All other indebtedness and liahilities of atl kinds o( Borrower to Bank naw exisUng ar hereaRer arising, whether flxed ar
contingenl; Joint andlor several, direct or indirect, primary or secondary, and regardless aF how created or evidenced;
D. A11 sums advanced ar costs or expenses incurred by Bank (whether by il directly or on its behalf hy the trustee) which are made
or incurred pursuant Eo,_or allowed by the terms of this instrument, plus Interest fhereon at the rate of ten percant (10%) per annum
from the date paid until retmhursed; and
�. All renewafs and extensians of all of lhe above whether or not Borcower executes any renewal or eMension agreemenl.
1:3 The term "Mortgagor" means the party signing lhis oeed of Trust. 1f, however, the party slgning Ihis Deed of Trust and the party
executing any or a11 fo the Obliga6ons referenced i� 5eclion 1:Z ahove are different, Ihen all reference to "Mortgago�' herein shall,
Iqsn facta, alsa m�an "andlar the party execuiing any or all of the Obligations".
SECTION II. CONV£YANCE IN 7RU57. �
. In consideration of Bank's advancing or e�ending to �arrower the iunds or credit constltuting the ObligaEioRa and In furiher
consideralion of the mufual covenan#s herein eonkained, Mortgagor by this instrument cvnveys lo Trustee the ahove described Mortgaged
Premises, in trust, For the purpase af securing such Obtlgailons. TO HAVE A�lD To FfpLD lFie Martgaged Premises, together wi1F� the
righls, privileges and appurEenances thereto helanging unto the Trustee and h[s substftutes or successors (orever, and Mortgagor is here6y
bound iv warran# and forever defend the Morlgaged Premises unto the Trustee, his substitutes or successors and their assigns, against
the claims uf aN persans claiming any Interest in the Mo�tgaged Premfses or any part thereof.
SECTIQN III. A��ITIONAL SECURITY.
As additienal sacurity for the payirtent of the Obligations, Mortgagor here6y transfers and assigns unto 8ank:
A. All judgments, awards of damages and settlemenis hereinafler made resuldng irom condemnetion proceedings or Ehe takfng
ofali or any part of thelV[ortgaged Premises under lhe power of eminent domain, or for any damage (whethercaused hy such taking
or othenni�se) to lhe Mortgaged Prsmiaes or any part thereof, or to any rights appurtenant thereto, including any award tor change
of grade of streets. Bank is here6y authorized, but shafl not he required, on behalf afld In the name a# Mortgagor, to execute and
dellver acqulttances fnr, and to' eppeal from, any such fudgments a� awards. Bank may apply all such sums or any part thereof so
received, after khe payment af all ex{aenses, i�cluding costs and aitomeys' Fees, on tMe Qhligatians In su�h manner as Bank elec{s.
6. All honuses, renls and royalties accrued or to acerue under, sil oll, gas or mineral leases, now existing or which may hereafter
come into existence on or at the Mortgaged Premises. Mortgagor dlrecEs payments of the same to 6ank, ai tha aption of Bank artd
upon wriden demand of Bank therefor, to be applted Eo ihe�Obligatlans untll paid in full, whether due or nat, and whether hefore pr
after eny defa�lt under lhe terms aF this insirument or the Qhiigations.
C. All renls, issues and profits of the Hlortgaged Premises, including, but not limiled io, all unsevered crops, or Martgagors fnteres[
therein. Martgagor direcis payrrient of same tn Bank lo ba applled to ihe Obfigatlons unlll paid in full, whether due or not. 7his
assignment shall become op�r�Yive upnn any defaull nf Mortgagor under tha ferms qf this fnstrument or the Qhlfgations and shall
remain in fu�l (orce and effect so long as any default continues in �he manner of making any of the paymenls or ihe perfarmance
af any nf tha cnvenents set foAh in this instrumenl or in the Oh!lgations.
5ECTION IV, MDRTGAGDR'S REPFiESENTA71QN5 AiV� 1NARRANTIE3.
In order ta Induce Bank to extend orcontin�e the indebfedness represented hy the Dbligati0ns, Mor�gagorrepresents and cvvenants
that:
A. Accurate Loan Infarmation. All informalion contalned in statements f�rnished or to be fumished 8aok hy ot on Uehalf of
Mortgagor In connectlon with the D�figations secured 6y this InsErument is or will be complate and accurale;
B. Valid Title. Mortgagor has vadd and-indefaaslble iitle to the Mortgaged Premfses and has a legai rEght lo grant and convey
same in 7rustee far the benefit of Bank; and Mortgagor shall, if requested by Sank, exeaute all properaddlUonal assurences oftitla;
C. Free Fram Encumbrances. '�he MoAgaged Premises are free from alE liens, security interest or other encumbrancas exCept
as speciflcally set forth a6ave or as pertnitted by Ihe pravisinns of Paragreph ti of Sectlon V;
B. Property Included as F(xtures. All awnings, dovr and window screens, siorm windo.ws and doors, manteis, cabloets, r[�gs,
carpeting, linol�um, wall and in-a-door beds, stoves shades, blinds, oU and ather fuel-bur�ting sysletns and equlpment, water
haaters, radiator., covers, and all plumbing, heating, Ilgt�ling, cpoking, ventilating, cooling, alr-conditioning and refrlgerating
�EE� OF TRUST, SECURITY AGRE�MENT, FINANCING STATEMENT — Page 1
Rev. i-26-02 . Bnrraw� .
• apparaius and equipmen#, and such goods and chailels and personal properiy as are usualiy [umished hy landlards in letting
an unfurrtished building, or which are vr shall be attached to said huilding hy nails, screws, 6olts, pipe connections, masqnry
or in other manner, and all additions [hereto and replacemenls thereoF; and such built-in equipmenl as shown by plans and
� specificalions, are and shall be deemed iv be fixtures and acc�ssions to fhe l4Aohgaged Premises, being hereby agreed to be
immovables and a paR of ihe really as 6eiween tha parlies hereto, and shall i�e deemed lo �e a part of the Mortgaged
� Premises, suhjecf only to the ahove IlmltaUon as to eonsumer goods; end
E. En�ironmentaf and Hazardaus 5�bstances.
(1) The MoRgaged Premises and the operatlons conducted lher�on da ool viola#e any appficahle law, statute, ordinance, rule,
regulaltnrt, order, or d�terminaGon of any Go�ernmenlal Apthorily or any restrictive cavenanl or deed restricllon (recorded or
o[herwfse), including, without liml#ation, afi eppqcable zoning ordinances and building cocfes, flond disaster lews, and
En�ironmentaE �aws. •
, (2} � W ilhouE limitation of (1) Immediately preceding, the Martgaged Premises and operations tonducled ihereon 6y the current
owner or operator of such Morfgaged Premises are not fn vEofation of or subJact to any exlsl�ng, pending, or threatened aclfon,
suit, investigatian, inquiry, or praceeding hy any governmental nr nongovemmenlal entily or person or lo any remedfal�
obligations und�r any Environmental Law. � � '
(3j The Morlgaged Premises do not contain any Hazardnus Substance.
(4) Mortgagor has taken all steps necessary to determine and has d�t�rmined tnat nn Hazard9us Substances have been
ganerated, treaied, placed, held, located, or otherwise releasad o�, under, irom, or aboul the Mortgaged Premises.
(5} Mortgagorhas nnt undertaken, permilted, aulhorized, orsuffered, and wiU nolundertake, permit, autnorize, orsuffer, the
presence; use, manufacture, handling, generatlon, transportation, sEorage, treatment, discherge, release, buriai, or dlsposal
on, in, under, from or ebout the Mortgaged Premises o( any Hazardous SubSlanoe or the iranspartation to or fram the
Mortgaged Premises Qf any Hazardous Substance.
(6) There Is no pending or threalened litigation, proceedings, or Investigations before or by any administrative agency in which
any person or entity alieges qr Is investigating any aAeged presence, release, khreat of release, placement on, In, under, from
or about the Mortgaged Ptemises, vr ti�e manufaclure, handling, genaralion, lransportation, storage, treakrr�ent, discharge,
buriai, or dispasal an, urider, from or a6oul Ihs Mortgaged Prerr�ises, or the transpoAation In or from the Mort�aged Premises,
- af any Hazardous Su6stance.
(7j Marfgagor has nol received a�y nalice, and has no aetual or constructive knowledge, that any Govemmentai Autharity ar
any employee or agenf Ehereot has deiermined, or threatens to detarmine, or is in�estigating any allegatlan that there is a
presence, release, threat of relaase, pEacem�nt on, in, under, from ur about the Mortgaged Premises, ar the use, menufacEure,
handling, generetlon, transportation, storage, Ireatment, discharge, buriai, or disposal on, in, under, from or about Ihe
Murtgagad Premises, or the transporiation to or from lhe Morlgaged Premises, of any Hazardous Suhstance,
{B) �T�iere have been no communications or agreements wiih any Govemmenial Authorfty or any private entity, including, but
not Ilmited to, any prior owners ar o�erators of �he Mortgaged Premises, relal�ng fn any way to ihe presence, release, Ihreat
of release, p�acemen# on, under ar about fhe Mnrtgaged Premises, or the use, manu#acture, handting, generation,
transportation, storage, treatment, dlscharge, 6urial, or disposal o�, in, under nr aboul Ihe Mortgaged Premises, or the
transportatlon to orfrom the Mortgaged Premises, of any Hazardous 5ubstance.
{9) Neifher NEortgagor nor, to the best knpwledge, informalion and befief of Morigagor, any other person, including 6ut nof
Ilmited to, any predecessor ownar, tenant, licensee, oacupanE, user, or operator of all or any portian of the Mortgaged Premises,
- has ever eaused, permitted, aulhorized, arsuffered, and Mortgagor will not cause, permft, authorize,�or sufifer, any Hazardous
Subskance to be placed, held, located, or disposed'oF, on, In, under ar about any other real property, all or any portion ofwltfch
is legally or beneBcEally pwned {or any interest or esEate therein which is awned} 6y Morlgagor in any )urisdicllon naw or
hereafter having in eiteck a sa-cslled "superlien" law or ordinance or any pari thereof, the effect oiwhich law nrordinance would
be fo create a Ilen on Iha Mortgaged Premises to secure any obligalion in connecEion with the "superlien" faw of such other
jurisdictian.
{1q} Mortgagor has been issued alf required federal, state, and local Ilcenses, cert€ficates, or permits relating lo, and Mortgagor
and its facilities, business assets, properly, leaseholds, and equipmen! are fn comp4iance in aN respecis with all appllcahle
federal, state, and lacal laws, ru�es, and regulations relating to, air emissions, w�Yer discharge, noise emis5ions, solid of Iiquid
wasle disposal, hazardous vuaste or materfals, or other environmental, health, or safety matters.
F'. Representations, Warranties and Covenants af Corporate Mortgagor, lf Mortgagor Is a torpvrallon: {1 j l� [s, and shall
continue to ha (a) duly organized and exEsting under Ihe laws of the state in whicfi it Is incarporeted, (h) duiy authorized to execute
- and deliver the written instruments compristng Ihe Obligations and lhis Instrument and to nhseove and perform its duEies Ihereunder
- and herennder; (2) Its ofticers executing lha instruments comprising part or all of the Oblig�tinns are the legally eleeted, quali�ed
arrd acling o�cers oF lhe Corpnrativn and have been expressly autharized to execute such instrumenls by r.esolution of th�
corporation's board of directors; and (3J it shall, not, withau� 8ank's priarwriiten consent, rearyanize, consolidate or merge with any
other corporalion.
SECTIQN V. MORTGAGOR'S C�VENANTS.
As long as any af ihe Obligaflons remains unpaid, Mortgagar shall (at Mortgagor's nwn sxpense};
A. 14iaintain PremEses and Permi! Inspection. Cause the Mortgaged Premises fo be maintalned in good condition and cause
to be made all repalr�, renewals, replacements, addttions and impro�emenfs thereof or thereto and permit the Trustee and Bank
(through its agents and employees) to enter into or upon the Mortgaged Prem�ses for the purpose of Investigating and fnspecting
ihe condition and operation of t�e NlorEgaged Premises; p��ided, however, Mortgagar shall nal make any rnalerial sitarations to
the Mortgaged Premises without Sank's prior written consenl.
e, Prevent VacancEes. Keep occupied habita6le Impravements on Ihe Mortgeged Premises sa as not to impair the insurance
carried ihereon, and fn the event any such fmprovemenls become vacan# and remain vacant for more than Ihlrly consecutive days,
Bank may require the'Frustee to take possession of such improvamants, renl them, and the rent so received, leas the reasonable
cvsts and expenses af collectinn Iherenfi, shall he applled as part payment of Ihe Obligations.
G. N¢ Sale of Premises. Mof sell, ess€gn or convey any part or all o( ttse Mortgaged Premises (regardless of whether the h�yer
arassEgnee "assumes" ihe �6ligalions artakes the A+Eqrtgaged Premises "sub�ecl to" suGh p6ligations j withoul Flrsl obtaining Bank's
prior wriltan consenl; provided, however, this paragraph shall nol apply fo sa�es ot sEandard inv�;ntory ilems in the ordinary course
of Mortgago�s business. .
❑. Prevent Other Encum6rances. Cause the Martgaged Premises tq ba dabt free and clear ofliens, charges, seCurity interests,
andencumbrancesofeverycheracterotherthan: (1)fheliensandotherencumbrencescreatedoracknowledgedbythisinslrument;
{2) taxes cons#itufing a fien 6ut not yet due and payable; (3) defects or 3rregularities in tiUe, and llens, security Interest, charges or
encumhrances w�ich in Bank's opinion are nof such as to interfere matariatly wilh Ihe development, operatlan or value of !he
Nfortgaged Premisas and not such as to affecl materially title thereto; (4) thoss being contested in good faifh 6y Mortgagpr in such
manner as nof to jeopardize 8ank's rights In and to the Mortgaged Premises; artd (5} ihose consented to In writing by 6ank.
Mortgagor cavenants that it shall preserve and matntaln the liens and alher encumbrances hereby created as a first and prior lien
� o� encumbrance on Ihe Mortgaged Premisas. '
E, Carry Insurance. Carry, wilh good and solvent insurance companies satisfactary to Bank and in amoun[s saCisfaclory ta Bank,
Ihe 6roadest available form af"all risks" or"special form" property insurance in respectof the improvements naw or hereafterlocated
an the Mvrtgaged Premises and all furniture, fixlures, equlpment, merchandlse and all other kems of Mqr#gagnr's persanal properEy
in, on, ai or about the Mortgaged Premises againsl lass or damage by fire, windslorm, and any oEher hazards as may reasonably
Ge required from tlme lo lime by 8ank during Ihe term oF the Q61fgaT€ons hereby secured lo the e�enE of the full replacement cost
(now, wilhaut deduclidn for deprec�allon) oF the covered items ancE property, In such fonn and wi#h such insurance company or
companEes as may be approved by 8ank. Ail such insurance sha11 neme Sank as mortgagee and loss psyee therein, as ils interest
may appear, and all such insurance shall contain such standard mortgage clauses as are acceptahla ta and ap�roved hy Bank,
OEE6 pF TR[15T, SECURITY AGREEMENT, FINRNCIh1G STATEMENT - Page 2 �,�+/JC� ,,�.�
Rev. 7-28-fl2 8orrower's Iniiials
Morigagor shali aiso cEsHver renewals of such polfc[es ta Bank al leasl fifteen (95) days before any such insurance polE�les sne11
expire. AA such insurance pnlieies shall provide the maximum prior written notice to Bank Of wnceflalion which the insuranca
companies wlll provide. Morlgagor herehy essig�s to Bank all of Mortgagpr's rights, tlile and interesl in all such pollcies of insurance
and auiharizes Bank to cnllecl for, adjust or compromise any losses under any insurance poticy on the Mnrtgaged Premises; and
all lflss proceeds (less expenses of collectian) shall, at 8ank's apUon, be applled io Payment of the Obligallons (regardless of
whelher the 061igalions, or any pari thereof, are then due) or to lhe restoration of Iha Mortgaged Premises, nr may ba released io
Mortgagor, but any such appliaaiion oF releasa shall nol cure or waive any default. Additionally, ob#ain and maintain and keep in
(ull Force and eltect the broadest form of commercial general liabllity Insurance providing coverage against (among others) bodily
inJury and disease, including death resulting lherehom, personal inJury and properly damage, written on an "occurrence" basis wlth
• respect to the business and any other activilies earrled on, fn ar from the Morlgaged Premises and with respecl to ialortgago�s use
and occupancy thereof.
F. Pay Recording Expenses and Maintain Liens. Fi1e at Mar�qagor's axpense Ihis and every alher instrument in addikion or
supplement hereto including appElcable tlnancing statements in such o�ces and al such times and as often as may he necessary
in Bank's opinion to preserve, proiect and renew the liens and other encumbrences #�erein created as a first lien or privr
encumt�rance on real or personal property as the case may he; and Mortgagor sMall do and perform all matters ar lhings necessary
or �:xpedient to ba done arahserved hy reeson aFany law or regulallon of a�y Slate nr of the United 5tates or pf any other competent
authorily for lhe purpose of effectively creating, maintaining and praservfng Ihe Ilens and olher encumhrances created herein;
G. Pay Charges Accrufng to Mei�tgagad Premises. Promptly pay or cause to be pald when due and owing: (1 } all rentaEs in
. respect of the Morlgaged Premises; (2) afl expenses including �nsurance premiums Incurred in or arising from the narmal use end
ownership of the Mortc)aged Premises; {3) all taxes, assessments and gavernmental tharges legally imposed upon Ihe Mortgaged
Premises, the Interesl therein created by Ihis instrument, or upon Mortgagor In cqnnectian wlth the normal use and ape�ation
oF the Mortgaged Premises; and (4} exh�hit receipfis showing paymenl of all such Items lo Bank; pr�vided, however, If prepayment
deposits are requ9red as a resulE of Paragraph H. 6elow, th� ohlEgations imposed by t�ls paragraph shall be deemed to have 6een
satisfied by Morigagor's making s�ech prepayment deposifs as and when due, and it will ba unnecessary for Mortgagor to exhibit
Bank receipls showing paymeot of such items:
1-l. iteserve for Expenses. If Martgagars inikials ere contaEned In this blank , deposltwith Bank with and in addillon
- ta insiallment payments made by Borcawer on the Dbllgalfons {if any) a sum equal io one-lweifth of the esfimated annual graund
rents, taxes, harard 1Rsurance premiurns and pthercharges reierred �o in Paragraph Cy. aE7ove nextdue on the Mortgaged ?remises.
If ihe amount so paid is nol sufficienl to pay such iiems as and when Ihey becnme due, then Mortgagor shall daposlt immediately
with Bank an amount sufficient tv pay such items. IF there occurs an "�vent of Defaull" as hereaftar defined, Bank may at any tlme
thereaRer apply lhe balance then remaining ot the tunds accumulated under thls pro�islon as a credl[ againsl lhe amoun# th�n
remalning unpaid uoder lha Obligations. No interesl shaEl accrue or be allawed on an payments made under the provisions of lhis
paragr8ph. - �
I. ConstructEon L�an. If ivlorlgagor's iniilals are conlained in this bEank , NEortgagor cavenants Ihat part or all
of ihe Obligat�ons being advanced by Sanit to Borrower will be used to cons ruct and complete certaln ]mprovements on the
• Mortgaged Premises according la plans and speciflcatinns submitted 6y 14lortgagor to Bank, and any such improvements, all
materials and supplles placed on the Mortgaged Premises, and the Mortgaged Premises themselves shall he impressed with, and
the same are hereby impressed with and charged with, not only the liens creafed 6y this insWment, Uut In addillon ti�ereto an
express Ivfechanie's Materialman's and Laborer's Lien for all advances made hereunder, with the express underslanding Ihat #ailure
to compleie the improvements as ac�reed sh�il not InvalEdate such Ilens 6ut they sha�l remain in full force and effecl as security for
payment in fuEl of the d6ligations; and Mortgagor shalf Further carry workmen`s campensatian Insurance and public �ia6lkity and
property damage insurance in amaunts and with companies salisfactory to Bank and subject to the same requirements contalned
ln T'aragrapit E above dealing with Insurence on the Mortgaged Premises.
J. Envlronmental and iiazardous Substances.
{1) not use, generate, manufactura, produce, store, release, discharge, treat, or dispose of on, ln, under, from or abaut the
MEartgaged Premises ortransport to nrfrom ihe Mortgaged Premises any Hazarcious Suhstance (as hereinafterdefined) orallow
any other persen or enllly to dn so;
{2 j keep and main#ain the Mortgaged Prem�ses i� compllance with, and shall nof cause or permit the Mortgaged Premises ta
� 6e !n violation af, any Environmenlal 4.aw;
(3) establish and mainlain, al Mo�tgagor's sole expense, a system to assure and monitor Continued compllance with
Environmental laws {as hareinefter defned) and ihe exclusion of Hazardous Substances fram the Mortgaged Premises, by
any and all owners or aperalars af fhe Mortgaged ?remises, which system shall 9nclude annual reviews of such compliance
by emAloyees or agents of Mortgagor who are familiarwilh tne requlr�ments of Environmental Laws and, at the request of Sank
na more than oncs each year, a detailed review of such compliance oFihe environmantal condiiian of ihe 141orlgaged Premises
(the "Environmental ReporY) in scope satisfactnry to Bank by an environmental consulting firEn approved in advance by Bank;
prpv9ded, however, tt�at if any Environmenlal Reporl indicates eny violation of any Environmental Law or a need for Remedial
- Work, such system shap include at the request of Bank a cletalled review af iF�e status of such vlolaHon (a "Supplemental
Report"j hy such environmental consultan#. Mnrtgagor shaA {urnish an EnvironmentaE Report ar such Supplemental Report to
Bank withln sHcty (6Uj days after BanR so requests, togelherwith such additional Informatlon as Bank rrEay reasonahly request;
(4) give prompt writtan notices to Bank of: (a} any proceeding or inquiry 6y any gnvemmental or nongovemmenta! en[ity or
person with respect to th8 presenc0 of any Hazardous Substance on, in, under, from or ahoul the Mnrtgaged Premisas, Ihe
• mlgration thereotfrom or to other properiy, the disptisal, storage, ar treatmenE of any Hazardous Su6stance generated or used
on, under or abaut the Mortgaged Premises; (b) ali claims made or threatened by any thlyd party against Mortgagor or the
Mortgaged Premises or any hlher owner or operator of the ivlohgaged Premises relsting to any loss or injury resufling from any
Hazardous Substance; and (c) MorEgagors discovery of any oncurrence or condition on any real property adjqining ar in Ihe
viclnily of fhe Mortgaged Premises Ihal could cause the Mortgaged Prem[ses or any part thereof to ba su6ject to any
investiga#Eon or cEeanup af fhe Martgaged Premises pursuant tv any Enviranmental Law;
{5) permit Bank to Join and participate in, as a party i# Et so elects, any legal proceedings or actions initi�ted wllh respect to ihe
Mortgaged Premises In connectlon wi#h any Environmental Lewor Hazardous Substance, and Mortgagor shall pay all aftomeys'
fees incurred by Bank in cannection therewllh;
{6) if any Remedial Work is reasonahiy necessary or desirable in the opinian of Bank, Mortgagor shall commence and
thereaRe� dl�igenlly prosecute to camplellon all such Remedial Work wiEhin thirty (30) days afterwrltten demand hy Bank For
performance therenf (or such shorter period of lirne as may be required under any legal requlrementj. All E�emedial Work shall
be performed hy contraCtors approved in advance hy Bank, and under thc supervision of 8 Cnnsulling engineer approved by
� Bank. AA costs and expenses of such Remediaf Wurk shell he pald by Mortgagor Includfng, wit�tout Ilmitatlon, Bank's
reasonable atlorneys' faes and cosis incuired in connec(ion with rr�onitoring ar revlew of sueh }�emedlai Wo►k. If Mortgagor
shall fall to tfineiy corremenae, or cause ta be commenced, ar fail lo diligently prosecuta to completion, sueh Remediai Work,
Benk may, hat shall nol be requlred lo, cause such Remediai Work to be performed, and all cnsts and expenses Ihereot, or
fncurred in connecllon therewllh, shall �ecorne parl of the Inciebtedness.
(7) The term "Hazerdous Substance" shall mean any suhsiance, product, waste, dr other material which is or becomes Ifsted,
regulated, or addressed as being a toxic, hazardous, pollufing, ar slmilarly harmful su6stance under any �n�ironmentaf Law,
Includfng wikhout limilation: (a) any substance Included wllhin t�e deflnition oF "hazardous wasle" pursuant l0 5eclion i004 of
f2CRA; (6) any substance_Included within ihe deflnitlon oF "hazardous su6sfance" pursuan# to 5ection 101 of CERCLA, (c) any
suasfance included within (1) thedetTnlllonof"regulated substance^ pursuantto 5ectlon 26.342{11Jof7WC; or(2}the definitlan
of "hazardous subslance". pursuant to Section 361.a03(11) aFTHSC; (d} asbeslos; (e) polychlarinated hiphenyls; {� pelroleum
products; (g) underground storage, tanks, whelher empiy, flAed or parlially ftlled wiih any substance; (h) any radiaaciive
materials, urea forrna�dehyde foam Insulatlan or radon; (i j any su6stance included within the dafinition of "waste" pursuant io
. Sectlon 30.043(b) oY TYVCbr "pollu#anY' pursuant to 5ection 26.001(13) of TWC; and (j) any olher chemicel, maEerial or
OEEO OF 7ftU57, SECURITY AGI2EEMEN7, FINANCING STATEMENT — Page 3 �/ �i`// �
Rev. 7-26-62 8arrower's Inllials
substance, the exposure to which is prohibited, iimited or regulated by any Govemmental Authori#y on fhe hasis Ihal such
chemical, malerlal or substance is toxic, hazardous or harmful to human health or the environment,
� (8) The term "Environmental law" shall mean any federal, stale, or local law, sta[uta, ardinance, or regulation, whether now
or hereatier in effect, pertaining to health, industrial hygiene, or the environmenlal tondilians on, under, or aboutthe IVlorlgaged
Premises, including withou! limitation, the follawing, as naw or hereafter amended: Comprehensive Environmental Response,
Compensation, and Llabi�ity Act of 1980 {"CERCLA"j, 42 U.S.C. § 9601, el SeU.; ftesource, Conservation and Recovery Act
("RCRA"), 42 U.S.C. § fi9q1, et 5Bq., as amended by the Superfund Amendmenls and Resulhorization Act of 1985 {"SARA"},
Pub. L. 99-499, 100 5iat. 1813; the Foxic Substances Control Act, 15 U.S.C, § 2501, e# sea,; Emergency Planning and
Corr�munity Right to Know Act oF 1986, 42 U.S.C. § 1101, et sec�.; Clean Waler Act ("CWA"), 33 U.S.C. § 725i, at seq.; Clean
Alr Act ("CAA"), 42 11.S.C. § 7405, e1 sea.; Federal W ater Pollution Control Act ("FWPCA"j, 33 LJ.S.C. § 1251, el sen.; and any
correspqnding state laws or ordirtances including but nat limifed ta the Texas WalerCode ("T4VC") § 26.00l, af sea.; Texas
Healfh & 5afety Code ("TNSC") § 367.001, et sea.; Texas SoEid Waste Disposai Act, Tax. Rev. Civ, S#at. Ann. art. 4477-7; and .
regulatfons, rules, guideilnes, or standards promulgated pursqant to such laws, Stetutes and regulations, as suah statutes,
regulaliorts, rules, guidelines, and standards are amended from Ilme to time. .
(9) The lerm "Remedial Work" shal! mean any investigation, site monlloring, cantainment, cleanup, removal, restoration, or
otherw�rk af any kind or naiure reasonabiy necessary in Ihe sole opinion af Sank under any applicahle Environmenlal Law or
�� desirable in connection with the current or future presence, suspecled presence, release, or suspected release of a Wazardous
Suhslence in or Ento the air, so[I, ground water, surface water, ar soil vapar ai, an, about, under, or within the Mortgaged
Premises, orany pari thereof. The parties conlempiate thet any Remedlal Work will result In deconlaminaHon of lhe Mortgag2d
Premises to permit any fulure use af the prnperty, including as rasldentfal pro�erty, and shall not comprise any restricilons or
conditions In connect9nn with (ulure development oF lhe MoRgaged Premises. •
(10)THE COVENAiVT CONTAIiVE�liV TkI5 SECTION V.J. SHA�LSURVN�TH� RELEASE OFTHE LIEN OF THlS QEED
OF "CRUST, OR TH� E7CT[NGUISHMEiVT aF TH� LIEN BY FORECLQSiJR� aR ACTIaN lN LI�U TH�REOF.
5�C710N VI. PROVISIONS REGARplNG S�CURITY INTEREST IN FIXTURES.
To ihe exlenE permitted hy law, this instrument also shalf be construed to 6e a securily agreement whareby and whereunder
Mortgagorereaies and granls to Bank, as 5ecured Pariy, a sacurity Interestin and ta all fiutures and Improvements now ornereaRererected
-upon or affixed Eo the MoRgaged Premises �s additlonal (but not substituled} security and colla[2ral (or payment of the 0611gallons. As
Secured Party, 6ank shaA have alE o( the rights, remedies and rellefs acearded ta a 5ecured Parly under the Texas Buslness and
�Commerce Gade (and part€cufarEy, the Texas Unlform Cammercial Code}, Including, hut not Ilmiied to, the right to require the Mortgagor
to assemble the colEateral and make it available to Barek, as 5ecured Pariy, at a place to 6e designated hy 9ank, as Securer! Party, whfch
is reasonahly convenlent to Bank and ko Mortgagor. ln eddi[ion, thla instrument also shall he constrtted to be a Financing Statement. TBis
instnrmanf is to he filed for record in the 4ead of Trus[ Recards of Tarrant County, Texes, end in such other place or places as Bank may,
ln its sole discretion, determine to be apprnpriate, includfng, but not Iimited to, witM the Secretary of State of the Slate of Texas.
SEC710N VII. EVENTS OF pEFAULI'.
7:1 AcYs Constitutfng Default Mortgagor will be in deiault under this Instrument upon ihe happening ot any of [he followfng events
or conditians {hereaftar catled an "�vent of oefauii'":
A. Sorrower fails to pay when due any principal or Interest owing under any oi the written instrumants camprising part or all of the
O6ligations or oEherwise breaches any of the provisions contained in said written inslrumenls ar defaults thereunder,
B. Any v�arranty or representation made in this instrument hy Mortgagar is determined by Bank tobe unirue in any materia! respect;
C. Mnrtgagor defaulis tn the due performance or observance af any a#her cavenant or agreement contained in this Ins#rument;
0. Subsequent to the data of execution of this instrumenk, there (s passed any law which Intposes any lien on ihe Mohgaged
Premises Fvr purpases of sfate ar loaal taxallon of deeds of trust and sacurity agreements or de6ts secured thereby, or which
changes the mannBr of colleclion of any s�ch taxes in such e way that Bank's Interest in the Martg2ged Premises Is ad�ersely
affected; �
E. Mortgagor makes an assignmen# for the beneilE vf creditors, becomes Insolvent, commfts an act oF bankruplcy, files for
6ankruptcy, or invoiuntary bankruptcy proce�dings are Instituted orthr�eiened against either�vlartgagor; or the Morigaged Premises
are attached or otheruise le�iad upan or placed in the hands of a receiver or other represanlaiive of a caurt; or
F. A suhstantial pvrtion of the ImproverrEenEs on ihe Martgaged Premises ara darrtaged or daslroyed, or Mortgagors title tv the
Mortgaged Premises or any substanlial.part Ihereof becomes the subject matter of litigation which would or might, in 8ank's opinion,
upon final determination, result in suhstantisl impairment or lass af the security provided hy this instrumeni; or
G. Bank, at any iime, in good falfh deems itself insecure ar otlterwise 6elieves that the prospeet af payment ar the perforr�eance
oF fhe Obliga[ians or the performanca of any cnvenant or agreemenl conta{ned or reFerenced In fhis instrument is impeired ur the
passi6ifity of resorting lo the Mortgaged Premises, or aqy par{ of the Mortgaged Prertiises, for the purpases of satisfying afl, or any
pact of the Obligations, is in any manner impaired. � ' �
7:2 Accelerattan upon aefault. Upon the occurrenee of any Evenl of Qefault, or a! any time #hereafter, Hank may, at ils opt[on, declare
ihe enGrs unpaid balance of the O�Ifgatians to 6e forthwEth due and payable wlthout notice oF intentlon to accelerate maiurify, notice
of actual acceleraiion of matudty, or any other nolice of any kind, or presentment, pralest, notice of protest ar demend of any kind,
all of which are hereby expressly wai�ed hy Mortgagor. '
SECTiON VIIl. BANK'S RIGH7S UPON DEFAULT.
B:1 Dperatian af Properfy by Trustee. Upon the occurrence of an Event of Default, or a# any time thereafter, and in addlflon to all olher
rights hereEn canferred on the Trustee, the Trustee {or any person, firm ar corporation deslgnated by the Tnlstee) may, but wi11 not
be obligated to, enter �pvn end take possession of any o( #he Moftgaged Premises, exclude Mortgagor therefrom, and hold, use,
administer, manage and operate 1he same to the extent that Mortgagor cou[d do so. if the 14foRgaged Premisas consists of any type
of business enterprise, [he Tr�stee may operate and rrEanage suah business without any liabillty lo Martgagor resulting therefrom
(except fallure lo use ordinary care in the operatlon and managerr�ent of the Mortgaged Premises�; and the Trustee may, put shali
in nn evenl be a6ligated ta, collecf, receive and recelpt for proceeds aceruing trom such operafion and managemenf, make repairs
and purchases needed vf addilional properly to prolect andlor preserve Ihe MOrtgaged Premises, and exercise every pnwer, right
� and priviiege of Mortgagor wilh raspect lo Ihe Mortgaged Premises. When and iF the expenses of such faking of possession,
aperation and managemenl have been paid and the Obligatlons peid, tha Mortgaged Pr'emises shal� be relumed to MorEgagor
(providing there has 6een no foreclasure sale).
8:2. Rights Relating tn Rents. Mortgagor has, pursuant ta 5ectfon IX of thls �eed o(Trust, assigned ahsolutely to Bank ali Rents under
any and al! leases, master leases, subleases, licenses, eoncesslons, or olher agreemenls (whether written or aral or now or
hereaRer In e�fect} whict� grant to third parties a• possessory interest in and io, ar the right to uss or accupy, aU or any parl oF the
MoRgaged Premises, logetherwilh all sacurily and atherdeposits orpaymenis made in connectinn iherewith (Iha "Leases") covering
ail or any portion of Ihe Morlgaged Premises. Bank, or Trustee on Ban[c's hehalf, may at any time, and without notice, either in
person, t�y agent, or by receiver to be appoioted 6y e cnurl, enter and lake passesslon oF the MoRgaged Premises or any parl
therenf, and In �ls own name, sue for or olhenvise collect the Renta. Mortgagor hereby agrees tha# Bank shail have the right (ln Its
sole dlscrelionj, upon the occurrence pf an Event of �efauit, to terminate ihe limiled Ilcense granted to iv[ortgagor In Sectlon 9,2
hereof, and thereafter direct Ihe lessees under the Leases ("Lease Ran# Notice") fo pay direct to 8ank the Rents due and ta 6ecame
due under the Leasas and attorn in respect vf atl other o6llgations Ihereuncter direct to Bank, or Trustee on Bank's behaff, without
any ohligatinn on the part of Trustee or 6ank to determine whelher an Event af �efaull doea ]n fact exlst or has in fec# occurred.
A!I Rents caHecied hy 8ank, ar Truslee acting nn Bank's behalf, shafl be applEed as provlded for in Sectlon IX oF lhis Deed nf Trust;
prnvided, however, that if the cosls, expenses, and attomays' fees shall exceed ihe amounf of Rents colfecled, lhe excess shall be
adcled to lhe Obligations, shall bear interest al lhe OeCaull Rate, and shaA�be Immedlately due and payable. The entering uQon and
taking possession of the Martgaged Premises, the colleotion of ftents, and the applicatian thereof ss aforesaid shall not cure or
waive any Event of Default or naiise of default, if eny, hereundar npr invalidata any act dpne pursuant lo such notice, except to Ihe
extenf any such default Is tully cured. Faiiure or discontinuance by Bank, or Trustee on Bank's behaif, at any tlme or firom Eime to
DEEQ OF TRl15T, SECURiTI' AGREEMENT, FINANCING STATEMENT - Page 4
Rev. 7-2fi-02
8orm ars lnitla s
8:3
�:4
fime, tv colEect said Renls shall noE In any manner Impair tha subseguenl en#orcement by 9ank, or Truslee on 8ank's hehalf, of the
right, powerand aulhority herein conferred upon it. Nothing conlained herein, nor the exercise uf any right, pawer, urauthority herein
granted to Bank, or Trusiea on Bank's behaff, shall be, or shall he construed to k�e, an affirmatinn by it of any [enancy, lease, or
option, nor an assumpllon of ilability under, nar Ihe su6ordination of, Ihe lien or charge of this �eed of Trust, lo any such tenancy,
lease, or aption, nor an electian of judicial relieF, if any such relfef is requested ar o6tained as ta Leases or Rents, with respecl to
the Mortgaged Aremises ar any co[lateral given hy Morfgagor to Bank. in addidon, from tirr�e ta time Bank may elect, and notice
hereby Is given to each tessae under any Lease, Eo subvrdinate Iha Ilen af fhis Qeed ofTrust to any Lease hy unllaferally execuEing
and recording an inslrument of subordination, and upon such election the lien oF ihis �eed ofTrusY shail be subordinate to the Lease
identified in such f�strument oisubordination; provided, however, In each instanae such suhordinalion will not ai€ect nr be applicable
to, and expressly exefudes any 11en, tharge, encumbranne, security interesl, claim, easement; restriction, optlnn, covenant and olher
rights, titles, inlerests or eslates of any nature whatsoever with respect to ati or any portion of the Mortgaged Premises to tha extent
that 1he same may have arisen or intervened during the perind hetween the recordation of this Qeed ot Trust and the exaculipn of
the Lease identified in such inslrument of suborclinai[on.
Judlcial Proceedings. Upon the occurrence of an Event of �efault, or at any time thereafter, tY�e Trustee, in lieu of or in addition
tn exercising the power af sale hereafter given, may proceed 6y legal aclion to require ihe specifc performance of any covereant
ar agreement herein cvntained or to aid in Ihe execution of any power �erain granted; to have appninled a receiver pendfng any
forecEosure hereunder or any sale of khe Mortgaged Premises; lo enforce any other appropriate legal ar equftable remedy; andlor
in Ileu of the rron-judiciaf pawer nf sale h�reaPler given, lo proceed by suit tor a Foreclosure of its fien on ths Morlgaged Premises.
!n connection with any such judicial proceeding insiituted for ihe purpose of Fvreclasing on and salling the Mortgaged Premises,
Morlgagor agrees not to assert in the same proceeding any countarclalms Mprigagor inay have against 8an[s. .
Fareclnsure 6y Sale.
A. Mechenl�s of 5a1e. Upon the oce�rrence of any Eyent of befaulf, or at any time Yhereafter, the Trustee shall, in response to
Bank's request (which Morlgagor agrees will 4e presumed to Y�ave been given), enforce this trust or agreement by selling tne
Mortgaged Prem4ses in their entirety or in parcels, as the Trustees may elect, lo the highest bidder tar cash at public auctlon in fhe
Following manner: Wfitten or printed notices conlaining the time, place and terms of Sale shall he posted al the courthouse door
of khe county or counlies where the Morlgagad Premises are located for a minimum period of Ewenty-one (21 } consecu(I�e days prior
to Ihe sale. ln addition, Bank shall, at least lwenly-one (21 � days preceding the date of sale, serve written notice of lhe proposed
sale by certified mall, retum receipt requested, on Mortgagor, Borrnwer and ail other debtors obligated to pay the O6lfgafions
secured hereby. Service af such notices shall he compiefed upon deposlt of Ehe notices, enclosed in postage prepafd wrappers,
properly eddressed to Martgagor and Borrower and to such debtors at the rr[ost recent address for aach as shown hy Bank's records,
in a post offlce of o{fcial depository under the care and custody of the Unitad 5lates Pastal Service. Addiiionally, a copy a# Ihe
nolice pnsted at the courthouse donr as above referenced shall be filed in the o�ce af the county clerk of each and evary counly
of counties where the Mortgaged Premises, vr any part Iherevf, may be located, at least lwenty-one {21) days preceding the date
oF sale. ThereaHer, the sale shall lake place at the area designated by the commissionePs court at the courlhouse in the-counly
where the Morlgaged Premises are located pn lhe first Tuesday in any month detween the hours of 70:00 o'clock a.m. and 4:00
o'clack p.m., provlded, however, i(!ha Mortgaged premises are lacated in more than one counly, such saEe may take place at Ihe
area designated by the commissione�'s court et the courihouse of any of the dounties wherein a port�vn of tha Mortgaged Premises
fs located, and lhe aforesaid notices snall specify Ihe aounty of sale. Any purchaser or purchasers wlll be provided wiih a general
warranty conveyance hinding Mortgagor, Sale af a part of th� Morigaged �remises wilt nol exha�st the power of saie, and sales
may be made frpm time to time until a!i the property is so�d nr the Oblfgalions are paid In full. Tha 7rusiee will have the authority
lo appoint an attomey-In-fact to act as trustee in canductiog Ehe forecfosure sale and executing a deed to the purchasers.
B. Certain Aspects of Sale. Bank wi[I have tha right to becnme the purchaser a[ any sale af the Mortgaged Prem{ses, and $ank
will have the right to credit upon lhe amount of the 6id made therefor Ihe amounl payable out of ihe net proceeds ot such sale to
ft. Recitals eonkained In any conveyance to any purchaser sl any sale made itereunder will coqclusively �stabllsh ihe �ruth and
acc�racy of the mafters therein slated, including, wlthouf iimiting the generality oFtha foregoing, non-payment of the unpaid baiance
of the Obligations after tF�e same have hecome due and paya�le, advertisement and conduct of such sa�e in the manner prnvided
herein, and appointmenl o( any suceessor Trustee hereunder. i4Aartgagor does here6y rsiify end canflrm all legal acEs that the
Trustee may dv in carrying out the i;rustee's dufies and obligafions under Ihis inslrument. -
C. Recel�t to Purchaser. Upon a�y sale rrEade under the power of sale herein granled, the rece�pt of Ihe Trustee will Ue sufficient
discharge tv the purchaser or purchasers a� any sele for his, her, its or Iheir purchase money; and such purchaser or purchasers
wilf not, afte� pay9ng su�h purchase money and receiving suoh receipt vf the Trustee, be obllged to see [o the application of such
purehase money ar he in anywise answerable for any loss, misappGcation or non-application therebi.
�. EffecY of SaEe. Any sale nr sales of the Nfortgaged Premises will operate to divesl ali right, title, fntsrest, claim and demand
whaEsoever efther al law or in equi#y, of Mortgagor in and to the premises and the property sold, and will 6e a perpetual bar, bflih
at law and in equity, aga�nst Mortgagor, Martgagor's successors or assigns, and agalns# any and all persons claiming or wha shall
thareaffer ctaim all or eny of the property sold from, ihrnugh or under Morlgagor, ur Morigaga�'s successors oe assigns.
Nevariheless, if requested by ihe 1"rustee so lo do, MoRgagor shall join In the execution and delivery of all proper conveysnces,
essignments and tranSfers of lhe properties so sold. The purchaser or purchasers al the fureclosure sale will receive, as incident
to his, her, ils or their ownership, immedlale passession of the proper[y purchased, and Mortgagor agrees Ihal if Mortgagar, or any
person claiming under Mortgagor, whethar tenanl or otherwise, retains possession of the Mortgaged Premises, orany part tnereaF,
subsequent lo such sale, Mortgagor will he considered a tenanl at sufferance of the purchaser or purchasers and will, if Mortgagor
remains in possession aRer demand to remove, be guilty of forcible detainer and will he suhject to eviction and removal, forcible
or aihenvise, with or wilhout process ot lew, and ali damages by reasbn Ihereof are hereby expressly waivad. AI1 rental or lease
agreemenl hereaftsr entered into 6y Morlgagor in connection with the Mortgaged Premises shall 6e expressly made subject to ihis
provislon. .
E. ApplEcatian of Proceeds. The proceeds of any sals of the Morlgaged Premises or any part thereof, wY�eti�er under the power
of sale herein granted and canferred ar 6y virtue of Judlcial proceedings, wtll he appifed as foflows; FIRST - Ta the payment of a!I
expenses incurred by the Trustee fn the performance of his duties including, withaut Nmiting Ihe generality af ihe foregoing, courl
G�StS, compensalioR of agenls and employees, legal fees, and a commission oF five peraenl (5°/a) to the Trustee plus expenses oF
any entry or taking of passession, sate, advertlsing or conveyance thereof; S�CONf] -�'o the payment of the Qbiigalions (incEuding
attomeys' Fees as Iherein provfded}; and THlftp - Any surplus Ehereafier rema9ning wll! 6e paid to Mor�yagor or Nfortgagor's
successors or assigns, as iheir inierest may appear. .
F. Waiver oP Appraisement Laws. Mortgagor and Borrower waive the benefli of all laws now exisling or hereafter enacled
providing tar {1) any appraisement 6efdre sale oi any porlion of the Mortgaged Premises {commoniy known as Appralsement Lews)
ar {2) any extension of iime for the enForcement of ihe colleclion of the Obligations or any creatfon or extension of a period of
redemplion from any sale made In coilecting the Qbligations (commnnly known as Stay laws and Redemption laws); and Nlortgagor
and Borrower hereby agree and conlract ihat the laws of the State of Texas, save as above excepted, now in force relative io Ihe
collecElon of lhe �bllgations, and the appiication to the payment thereoF, are axpr�ssly adopted and made a paR hereoi.
SECTION IX. ASSIGiVMENT OF REN75.• •
9:1 Assignment. For�en dollars ($10,OOj and othergood and valua6le consideralipn, including the indebtedness evidenced by tha
Obligations, Ihe receipl and sufficiency of which ara hereby acknowlerlged and cortFessed, Mo�tgagor has absolulely GRAiVTE�,
BARGAINED, SOLD, and CONVEYED, and hy these presenEs does absolu#ely and unconditionaNy GRANT, BAf2GAIN, SELL, and
C4NVEY lhe Rflnts unto 8ank, in order to provide a source of future payment oF the Q�ligations, suhject only ta the Lioense (herein
defined), it being the intention of Mortgagor and Sank ihai this aonveyance be prasertlly and immediately effeclfve; TO HAVE AN❑
TO HOL� Ihe Rents unto 6ank, forever, and Morlgagor does Mere6y bEnd Ilself, ft successors, ancf asslgns lo warranE and Forever
deFend the title to the Rents unto Bank agalnst e�ery petson whomsaever lawfully claiming or ta claim Ihe sama or any parl thereoF;
provlded, however, that If Mortgagor shall pay or cause to be paid the Obligatlons and when same shall 6ecame due and payable
�EEQ QF TRUST, SECURITY AGREEMENT, FENANCING STATEMENT - Page 5 tFi l/y " �
Rev.�7-2S-Q2 _ Boirower's Initials
and shall perForm and discharge or cause to 6e PerFormed and dischar�ed kha d6lfgatians on or hefore the date same are to he
performed and discharged, fhen this assignmenl shall terminate and be oi no further force and effect, and all rights, Ut[es, and
Interests conveyed pursuant to Ihis assignment shall hecome ves#ed in Mortgagor withont ti�e necessify oF any further act or
requiremenl hy Mortgagor, Trustee, or Sank. ,
92 Limited Lfcense. Bank here6y granis to Martgagor a Ifmited license (the "License"j subject to terminaEton oF the Lieense and Ihe
oiher lerms and provisions ni Section 8:2 herenf, to exercise and enjoy a[I incidences of the slatus of a lessor with respect to Ihe
Fients, including wiihoul limitallon, the right to caNeci, demand, sue far, attach, levy, recaver, and receive the Rents, and td give
proper receipts, releases, and acquittances iherefor. Mortgagor hereby agrees to receive all Rents and hold Ihe same as a trust
fund to be applied, and to apply the Rents sa collected, first to the payment, per€ormance, and discharge of the Obllgations, and
nexl lo the payment of all cosEs and expenses relaled lo the ownershlp, opBraUon, managemenl, repair, and leasing nf Ihe '
� Mortgaged Premises, including, withaut Eimilation, ground leasa payments, eosts and expenses associated wilh the operation of
any garage associated vYrflh and constituting a part of the lNoAgaged Premises, �nsurance charges and premiums for coveragas
refaEed lo the Miartgaged Premises, imposifions, the costs oF preveniion ot weste, ordinary repairs, maintenance, envlronm�ntal
audits, property management, securiEy, normaf (ees paid to accounlants, reasonable marketing and promotional expenses,
reasonable legal expenses, the cosls and expenses of alE obiigatlons under the Leases, and all cnsts ralaled to tompliance with
faws, iocaf ordinances, statutes, rules, and regula[ians. ThereafYer, Martgagnr may use lhe halance of the Renls collected in any
manner not inconsistentwtth fhe promissory notes referenced in 5ecllon 1:2, this Daed ofTrust, the Guaranty, If any, and any and
all other documents now or hereafter executed by Morigagor, Guaranior, or any olherpe�son or party in connection wifh lhe loan
evldenced by lha promissory notes raferenced in Seciion 1;2 and other Q6lfgatEqns referenced lhere€n, or In conneclion with Uts
payment, performance and discherge of any of the Ohfigations (collectiveiy the "Loan Documenls"). Neither this Assfgnmen! nor
the receipt oF Rents by Bank shall effect a�ra tanta paym�nt of the indabtedness evidencEd by, or arlsing under Ihe 06[igatlons,
and such Rents shall be applied as provided in this Saclion 9:2, Fu�thermore, and np#wiihstanding the provis[ons of this Sectian .
9:2,'no credat shalf be given by 8ank for any Rents unfil (he maney collected is acfualfy received by Bank at its principal office in Fori
4North, Tarrant County, Texas, or at such othar place as Bank shal[ designate in ovriting, and no such credit shail ha given for any
Rents after lermination o( the License, after {nreclosure nr other transtar of lhe Mortgaged Premises (or part thereof from which
Renis are derived pursuant to Ihis Reed of Trust) to Bank or any other third parly. .
�9:3 Reliartee Upon [.ease Rent NaEfce. Upon receipt (rom Bank ni a Lease Rant Notfce (as defined In Sectlon 8:2 hereo�, each lessee
under the Leases Is here6y authorized and directed ko pay directly to Bank a!I Rents fhereaffer accruing, and the rece�pt of Rents
by Ban[c shall he a release of such f�ssee to the exlenl of afl amounts so paid. The receipt by a lessee under t�e Leasea of a 4ease
Rent lVolice shall be suffinient authorizalion for such lessee lo make all fulure paymenks oF Rents directly to Sank and each such
lessee shall be entitled to refy on such Lease Renl Notice and shall have no 1ia411ity to Mortgagor for any Rents paid to Bank after
receipt af such Lease Ren! Nntine; Rants so received by Bank for any period prior to fnreclosure under this �eed of Trust ar
acceptance of a deed In Ileu af such foreclosure shall be applled by Bank to the paymen! o( the following (In such order and prinrity
as Bank shall determine): (a} all expenses as set forih In 5ectian 9:2; and all expenses incident to taking and retaining possession
. of the Mortgaged Premises andlor collecting Rent as it be�omes due and payabEe; and {bj the Ob�igations. In no event will t�is
Seciivn IX reduce the dbligations except lo lhe exlenl, ii any, {hat Rents are actually received by Bank and applied upon or after
' said recelpt tn such Obligattbns In accvrdartce w+th the pree�ding sentence. Wlthout impairing Its rights here�ender, Bank may, at
fts option, al any iime and From time to time, reiease fo Mor[gagor, Rents so recelved hy Bank ar any part ihereoF. As between
Mortgagor and Bank, and any person �laiming through nr under Martgagor, o�her than any lesses under khe Leases whv has not
recelved a Lease Rent Notice, this Assignment of Renls is inYended to be a6solute, uncondi�ional and presently eH�ctive (and no[
an assignment for additiona] securityj, and the Lease Renf Notice hereof Is intended soiely for the benefit of each such lessee and
shall never inure to lhe benefit of Mortgagor or any persan claiming tf�rough or under MoRgagor; other than a lessee who has not
received such noElce. Il sha!! never be necessary for Bank to insUWte legal proceedings af any kind whatsoever io enforce the
provisions of th3s �eed nf Trust wilh respecl to Renis. MORTGAGOR SHALL HAVE NO RIGHT OR CLAIM AGAINST ANY
LESSEE FOR THE AAYMEN7�OF ANY itE�VTS 70 BANK HEiiEUN�ER, ANO MORTGAGOR HEREBY IN�EMNIFiE5 AND
AGFiE�S 70 H�Ld FFtEE AND HARML�5S �ACM L�55E� FROM AND AGAIM1ES7 ALL LIA8ILITY, CO5T, DAMAGE pFt
EXPENSE SUFFEI2Eb Oii INCUAR�D BY SUCH LESS�E BY REASON OF SUCH LESSEE'S COMPLIANCE WiTH ANY
� [3EMAND FOR YAYMEN7 OF REN75 MA�E BY BANK CONTEMPLATED BY TFitS �EED OF TRUST..
, 9:4 Ca1lecHon of Rent. At any time during which MQrtgagor is receiving Rents directly frvm any of the lessees under ihe Leases,
Mortgagor shall, upon receipl of written direction trom Bank, make demand andlor sus far a�l Renfs due and payabie under one or
more I.eases, as direoted hy Bank, as it becomes d�e and payable, including fienls which are past due and unpaid. 1( Mortgagar
fails to taKe such action, or at any time during which hAortgagor is not receiving Rents directly from lessees under the Leases, Bank
shall h�ave lhe right (6ut shall be under no duty) ta demand, collect and sue for, in iks awn name or fn the name of N[ortgagor, all
Renls due and payable under [he Leases, as it becomes due and paya6le, including Rents which are pasl due and unpaid.
SECTION X. MISCELLANEOl15,
10:1 [k�EMiVITY. MDRTGAGOFt SHALL fNDEMNiFY, D�F�N�, PRflT�CTAMP HE3LD HARM�SS BANKANd TFtIlS7'EE,7MEIR
RESPECTIVE PARENTS, SU6S1�iAR�E5, �1R�CTOR5, OFFICERS, EMPLOY�ES, REPRES�NTATIVE3, RGEN7S,
SUCCE550R5, AND ASSIGNS FROM ANO ACnAlNST ANY AND ALL LIA8ILITY, �AMAGE, LO55, CqST, OR EXPElVSE
{INCLl7�EMG, WITF{OU7 L[MI7ATION, ATTORNEYS' FEES AND EXPENSES�, ACTION, PROCEEOING, CLA[M 4R D15PUTE
INCURRED OFi SU�FERED BY TNE FOREGO�NG PARTIES SO IN�EMNIFlES3 WHETH�R UR NDT AS THE RESULT OF THE
' NEGL[GENCEaFANYPARTYSO�NpEMNIF3ED,WHETHERVOL[1N7ARILYORINVOLllN7ARILYINCURRE�ORSUFFEREO,
� fN RE5F'�CT OF THE FQI.LOWING: � :
� A. ANY LITfGATION CONCERNfNG THIS BEE� OF TRllST, THE OTNER LOAN DOCIiMENTS OR TH� MORTGQGED �
Pi2EMI5ES, OR ANY fNTEREST OF ]4iORTGAGOR OR BANK THEftEIN, OR THE RIGHT qF OCC[iPANCY TH�F2�OF 8Y
MORTGAGOit OR BANK,INH�THER OR NOT ANY SUCH LITIGATIqN 1S PROSECUTE� TO A FINAL, NqN-AFP�ALABRE
JL1qGN{ENT;
6, ANY dISPUTE, INCLUD[HG DlSPUTES AS TO THE DIS6URS£M�NT OF PiiOCF�DS OF TH� PRaMISSOFtY NOTES
REFERENCED IN SECTIQiV 1:2 NOT Y�T �f96UR5E�, AN14NG OR HETW�EN ANY Q� T}iE COiVSFITIJENT ?ARTIES 4R
OTHER PARTNERS OR V�NTURERS OF i4fpRTGAGDR 1F MARTGAGOR !S A G�iV�RAI. 4R LIMIiED PARTAlERSNIP, OR
RNEONG OR BETWEEN ANY ENfPLpYEES, OFFfCERS, DfRECTOi25, $HAREHOLpERS, M�MHEf�S OR MAiJAGERS OF
iIAORTGAGOR IF MORTGAGOit IS A CqRPORATION dR LIN{1TE� LIABILlTY CDR+IPANY, OR Ai4fONG OR BETW�EiV ANY
MEMBERS, TRUSTEES OR OTHER RESRONSI9LE PARTfES IF iV[ORTGAGOR I5 AN AS50C1ATIqN, TR�15T OR QTHER
ENTITY; � •
C. ANY AC710N TAKEk OR NOT TAKEH HY BAiVK OR TRUST�E WHICH IS ALLOWE� OR P�RMITTE� UNDER THI5 aEEd
� OF TRU5T Oft ANY OF TH� 07H�R LQAN dOCUl4[EN7S R�LATING 70 N[OR7GAG�R, 7HE i410R7GAGE� PREMiSES, ANY
CONSTITUENT PARTI�S OR DTHEfiWfSE IN CONNE�FION WtTH THE LOAN DOCUMENTS, INCLUDING WITHOUT
LIMITATION, THE YROTECTION OR ENFORCENkENT OF ANY LIEN, SECURITY INTERE5T OR OTHER RIGHT, REMEDY OR
RECOUR5E Ci2EATE� OR AFFORDED 6Y THIS 6E�D dF TRU5T OR TkiE OTHER LOAN DOCUMENTS;
�, ANY ACTION BRQUG1iT BY BANK OR TRU5TE� AGAIiVST MORTGAGOR UNDER TFiES D�E� OF TRU5T OR THE. •
OTHER LOAiV DOCUMENT5, WHETHER DR NQT SUCH ACTIDN IS PROSECUTE� TO A FINAL, NON-APPEALABLE
JUDGMEN7;AN�
�. ANY ANp AL� LQSS, pAiUTAG�, CDSTS, E7(PENS�, AC710{V, CAUSES OF ACTION, OR LIABILITY {INCLl1DING
A7TORN�YS' FEES AND CQ$T3) DIRECTI.Y (?R INOIR�CTLY ARISING FROM OR ATTR[BU7ABLE 70 7HE USE,
GENERATION, RELEA5�,'�{SGHARGE, DESPOSAL, QFt PRfSENCE OF A HAZARDQU5 SUBSTANCE DN, I�l, UkDEfi OR
ABQUT THE MOfZTGAGE� PREMISES, WFiETHE�i KNOWN DR UNKNaWN AT TH�.TfME pF THE �XECL1TiON HEREOF,
INCLU�iNG WITHDllT LiMITATION (1)ALL FdRESEPABLE GONSEQUENTIAL dQMAGE50F ANYSLICH�G�NERATiON,
QEEfl OF TRUST, SECURITY AGREEME�fVT. FINAPiCING STATEMEPlT -- Page 6 i9�%��v/
Rev. 7-26-02 Borrower's Inilials
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MANUFAC7l1RE, PRDOUCTION, 5TORAG�, RELE,45E,THR�ATENE� RELEASE, �ISCHARG�, DtSPQSA�, QR PRESENCE,
AND {ii} THE COSTS OF ANY REQUIRE� DR NECE5SARY ENVIRaiU14EENTAL INVESTIGAT[QN OR MONITOFtING, ANY
R�PAIR, GLEANt1P, OR DETOXIFICRTION OF THE MORTGRGE� PREMISES, AN� THE PREPARATIQN AiVD
]MPL�MEN7ATION [l� ANY CLOSURE, REM�bIAL, OR OTHER REQl1kREQ PLANS.
BAt�K ANRIOR 7RU57EE MAY EMPLOY AN A7TORNEY OR ATTORNEYS TO PROTEST OR ENFORCE tT5 RIGHTS,
REME�IES ANO RECOURSES UN�ER THIS p�E4 OF 7RfJST ANl] THE dTHER LOAN DOCUMENTS EXEC[1TE� IN
COiVNECTION THER�W1Fi1, ANp TO A�]VISE A�fD �EFENd BA�VK ANDltiR iRllSTE� WITW RE5PECT TO ANY SUCH
ACTIOiVS AN� aTHER MATTERS. MOR7GAGOR SFlALL RElMBl1RS@ BANlCAN�lOR TRiJSTEE FOI� THEIR RESP�CTIYE
ATTORIVEYS' FEES AND EXPENSES (liVGLIf�ING �XPEN5�5 AN� CbS75 FOR EXPERTS} IMME�IATELY UPON iZECEIRT
OF A WRITTEN �EMAN� THEREFOR, WH�THEii O1V A MQNiHLY DF2 �TH�R 71ME 1NTERVAL, AN� INFEETfiER QR NOT
AiV ACTION IS ACTUALLY COMMEiVGE� OR CONCLUDEp. ALI.OTFi�R REIMBURSEM�N7 AND INL�EMMITY OBLIGATIONS
H�REUNDER SHALL BECbM� Dl1E ANO PAYABLE.WHEIV ACTUALLY INCURR�� BY BANK ANOlOR TitUS7EE. ANY
PAYMENTS NQ7 MAbE WITN�N FIV� (5) pAYS AFTER hNRIT{'EN OENiAND TWEREFOR SFiALL BBAR INTEREST A7 7H�
UEFAUtT RATE FROW1 TNE DATE DF SUCN �EMANO UNTIL FUL.LY PA[Il. 7HE PRUVISI4M5 OF THIS SECTION 1 Q:1 SHALL
SURVIVE REPAYMENT AiV� YERFORMANCE OF THE OBLIGA710iVS, �TH� RELEAS� qF THE L.[EiV Ow 7HIS �EE� OF
7RU57, ANY FOftECLOSUR� (ORAC710N iN LIEU OF FORECLOfiURE), THETRANSFER BY MORTGAGOR OFANY OftALL
OF ITS RIGHT, TITLE ANU t�lTEREST �N, OR TO TFi� PROAERTY AN� THE EXERCISE BY BANK OF AiVY AND AI.L
RE[�Eol�s SET FOR7H HER�lN Oft IN THE LQAN oOCUMENT5. �
Su6rogafian. If any or all of the proceeds of Ihe promissory noles referenced in 5ection 1:2 have heen used to ex#inguish, renew
or extend any indeptedness heretofore existing against 1he Mortgaged Prernises, ihen, to the extent of such funds so used, Bank
shall be subrogaled !o all af the rights, clalms, I[ens, titles, and interest e�sling agalnst the Mortgaged Premises heretofore held
by, nr in favor of, the holder of such inde6tedness, and such former righfs, claims, Ilens, tillss, and Interest, {f any, are nol waived
hut rather are continued in full (orce and effect in favor nF Bank and are merged with the lien and security inlerest created herein
as cumulaGve securily for ihe repayment, performance and discharge pf the ohligatfans.
Waf�er of 5ubrogation hy Mortgagor. Mortgagor hereby waives any and alE right to clalm, recover, pr suhrogation that arises or
may arise in its favor and againsl Bank ar ifs oficers, directors, employees, agents, attorneys, or representalives hereto for any and
afl loss oi, or damage to, Morlgagor, lhe MoAgaged Premises, Mortgagors property, or fhe proparty of alhers under Mortgagnr`s
anntrol from any aause insured against ar required lo be insured agafnst by tha provisions of the �oan Qocuments. Sa�d waiver shall
be in addilion lo, and nol in limitation or derogatiun oF, any other waiver or release contained In this �eed oF Trust with respect to
any loss or damage to property of the parties hereta, Inasmuch as the ahove waivers preclude �he assignment of any aforesaid
claim 6y way of subrogalion (or ofherwise) to an Insurance company {or any other person}, Mortgagar hereby agrees to immediately
give to each insurance company which has issued to il any such insurance po]icy whether or nof it is requiied lo be insured against
by the provisions o6 the Loan Documents written notice of the terms of said vvaivers, and to hays said insurance policies properly
endorsed, if necessary, to pre�enf the invalidation of said insurance coverage by reason of said waiver.
Successor 7rustee. 7he 7rustee may resign in writing addressed l0 9ank or ha rerr�oved at any time with or withoui cause by an
insirument In writing duly executed by Bank. In case o( dea[h, res3gnalion or rema�al of the Trusiee, a successorTrustee may be
appointecE 6y Bank without other Formality than an appointment and designation in wriling. Such appointment anc! designatian will
be full evidence of the righl�arid authorily to make Ihe same and of all facls therein recited, and upon the rr�aking o# any such
appointment and designation, this conveyance will rest in the named successorTrustee all the estale and tille of the Trusfee in all
oF lhe Mortgaged i'remises, and said successvr will thereupon succeerl to ali the rlghts, ppwers, privilegea, immunit9es and duties
hereby conferred upnn the Trustee. AN references In this instrument to lhe T�usfae wil� be deemed to refer to the Trustee andlor
any successor Trustee from time to tlme acting hereunder.
Advances by Bank ar the Trustee. Each and every co�enant herein con#ained shall pe performed and kept by Mortgagor solely
at Mortgagor's expense. If Mortgagor falls io parForrn or keep any af the cAvenants of whatsoever kind ar nalure cqntalned in this
inslrument, Banic, or the Trustea or any receiver appointed hereunder, may, but wifl not be abligated to, make advances to perform
the same in the IWlorlgagor's 6ehaif, and NEor{gagarhereby agrees lo repay suoh sums and any atfomeys' fees incurred in connecEion
iherewith upon demand plus inlerast at the rate of ten percent (10%) per annum. This amoUnt will 6e in addition to any sum oF
maney which may, pursuant to the larms and condiFinns af any wrilten Enstrumenls comprising part or all of fhe Ohligations, be due
and owing apart from !he principal and fr�terest titereon. No such advance wllE be deemed la relieve Morigagor from any default
hereundar. -
Defense of Claims. Mortgagor shall promplly notf{y Bank in writing ofthe commencement ofany iega! proceedings affeating Bank's
interest in the MnRgaged Premises, or any part lhereof, and shall fake such action, emplaying attorneys agreeable to Ban&, as may
6e necessary to preserve Murtgaga�'S and Bank's rights affected therehy. Should Mnriqagor fail nr refuse to lake any suGh action,
8ank may take such action on behaif of and in the nam� of ihe Mortgagor end at Mortgagors expense. Moreover, Bank may talce
such independent action in connection therewith as in its own dfscreiion it deems proper, and Mortgagor heretry agrees to malte
reimbursement For all sums advaoced and all expenses incurred fn such actlon plus Interest on any and all such sums ai the rate
af ten perc�nt {10%} per annum.
Termination. If all the Obiigations are paid fn full and the r.ovenants herein cantained are well and fruly performed, then the
Mortgaged Premises wili revert to Mortgagor and the enlire estale, right, tille and inlerest of the 7rustee and Bank wifl thereupon
cease; and the Trustae In such casa shall, upon the request of Morlgagor and at Morigagor's cost and expense, deliver to Mortgagor
prio► inslruments acknowledging sakisfaction of this instrument.
Renewals, Amendments and Other Security. Renewals and extens3ons of the written instrumenls consqWting part ar all of the
Obligations may be given at any time, amendments may be made #o agreemants relaling fo any perk pf such written instruments
or ihe Mortgaged Premises, and Bank may take or hofd other securi�y for the Dhligatlons withouf nofice lo or consent oF Mortgagor..
The 7rustee or Bank may resnrt firs# In such nlhersecurity or any part lhereof, or first to the security herein given ar any part thsreaf,
or from lima to tlrrte ta eilher or both, e�en to the par{ial or complete abandonment ot eqher security, and suoh aclion will not 6e a
wai�er of any rights conferred by this inshumenl, RII amendments to and mpolficatlons of ihis instrumenl must be in wrlling sfgned
by 6ank.
Instrument as Assignmeni, Etc_ Fhis lnskrumenl will be deemed to 6e and may ba enforced from time to time as an assignment,
chattel mortgage, eontract, deed of trust, Mandng statement, real estate mortgage, or sacurity agreement, and from time ko time
as any ane or more Ihereof if appropriaie under applicahle state faw.
Llmitation an Interest. No provision of this instrument nr of iha wr�tten instruments conslitu#ing part or all of the pbligatlons will
require the payment of or permit the cnllection ofintarest in excess af ihe maximum lawful rate or which 1s otherwise contrery to law,
If any excess of interest in s�ch respect exisls here€n or in said writien inslruments, or are adJudicated to be ao provfded fof herein
or En sa3d written instrumenfs, nefther Mortgagor nor Barrower will be onligated to pay such excess; however, i( Mortgagor or
�orrower has already paid suth excess, any such paid excess shall be crediter! as a paymant of principal pn the Obligations lo which
such excess Interestrelates, or, if appiicable, such excess interest shall 6e raiunded tv Mortgagor or Borrower, as the case may
be.
llnenforceahla or Inappltcable Yravislons. If any provision hereaf pr any of Ihe written instruments constitu#fng part or all ot ihe
Obligations is invaiid or unenforceable, the other provisfons hereof or of said written instruments will remaln in fulE force and effect,
and the remaining provlslons hereof will be liberalky construed in favor of the irustee anB Bank fn order tv carry out the provislons
hereof. If the lien or other ancumbranoes crealed by this Inslrument are invalid or unenForceable as to any part of the 061igations,
or if Ihe Iiens ar other enaumbrances are invalid�or unenforceable as to any part of the Mortgaged Premises, the unsecured nr
part9afly secured partion oF the Obligallon shal! he eompletely paid prior to the peyment of Ihe remaining secured or fully secured
portioa of the Obligations, and all payrnents made on the Obligations, whether voluntary or under foreclosure or qther enforcement
�EECJ OF 7RUST, SECURITY AGREEMENT, FIlVANG1NG STATEMENT - Page 7
Rev. 7-26•02 �
Borr6wers INt als
actiun or procedure, shall be consideretl to ha�e been �irs# pald on and applfed to Ihe ful( pflyment oF Ntat partion of the Obllgations
which �s noi secured orfully secured by lhe fiens or other encumbrances created hy Ihis insYrurtent.
iI1;92 ftights Cumulatl�e. Each and every right, power and remedy herein given to lhe 7rustee or BanEc will be cumuialWe and noi
exclusive; and each and e�ery righi, power and remedy whether apecifically herein glven or otherxise existing may be exercised
(ram time to time and as oflen and iri such ordet as may+ 6e deemed expedfent by the Trustee, or Bank, as the case may ba, and
Ihe exercise, or the beginning atthe sxercise, of any such right, power or remedy wlll nof be deemed a waiverOf Ihe right to exercise,
at khe same time or thereafter, any other right, power Qr remedy. No delay or omission by fhe Trustee or by Bank ]n 1he exsrcise
of any right , power or rernedy will impair any such righi, power or remedy or operate as a wai�er thereat or of any other right, power
or remedy then or Ehereafter exisling.
'i0:13 Waiver. Any and all covenants In this Instrumenl may from time lo tlme by inslrumenl in wriling signed hy Bank be waived to such
axtenl and in such manner as Hank may desire, hut no such waiver wll! ever affect or impair Bank's rights hereundet except to lhe
extenl specifically statad in such wriEten instrument. Acceptance 1ay Bank of any payment in an amaunt less than that portion of the
Ohilgatlon then due and owing shall be deemed an accepta�ce on account on{y and nvt a walver; and fhe failura ta pay the entite
amnunt Ihan due shail conlinue to be an E�enl of Default.
10:14 Jaint and 5everal Liability. The term "Mortgagor" as used in this instrument wili 6e consErued as singular or plural ko carrespund
wiih the number of persons executing this inslrumenk as Nlortgagor. lF more than one person executes this instrument as Mortgagor,
his, her, thefr, or its duties and liabilitles under this Enstrc�menE will be jolnt and several. •
10:15 Section and Paragraph Headings. Section and paragraph headings are usad in fhis inshumert# far convenience only and shall
6e given no su6stanUve meaning arsignificanee whelso8verin Ihe construdion and Interpretation nf tMe terms and provisians herein
• conlained.
10:18 Rights of Ass€gnee. The terms "9ank," "Mortgagor" and 'Borrower" es used in this instrument Inc(ude Ihe helrs, executors ar
adminlstratnrs, successors, representatives, receiver, Trustee and assigns of ihose parties. This instrument is binding upon the
Mortgagor, his, her or thelr heirs end legal representafives, and MEor{gego�'s successors and assigns, end will inure to fhe henetlt
oFthe Trustee and the Trustee's successars and Bank and its successors and assigns. It is underskood and agreed between the
partEes i�ereto that Bank may assign any paR ar all o! Ihe Obligalions and this instrument ta a tYiird party wiio shall 6acome enfitled
lo all rights and l�gnefiis glven herein lo Sank.
10:i7 Place of Performance. Tlie duEies and o6ligations herein Imposed on Mortgagorare performable In Forl Worth, Tarranf County,
Texas, ,
�O:iB CounterparSs. This Instrument may be exacuted in any number nf cnunierparls, each oFwhich will far all puryws�s be deemed to
be an origlnal, and all of which are identical. �
SECiION XI. AbpITIONAL PI2QVISIQNS.
(in the evenk of a canflict 6elween the printed provisions of thfs instrument and the Additional Provisfons (if any) oonlained fn thls Section,
vr referenced in this 5ection but attached hereto as a separate �xhihit, any such Additional Provisions shak! Be paramounl and oantrol
unless otherwise specitically pravided therein.)
SECTEON X[I. Entire Agreament; Amendment.
THIS DEED OF TRUST AND THE OTHER LOAN DOCIJMENTS EMBQDY THE F[NAL, ENTIRE AGREEMENT AMONG THE
PAR71E5 H�R�TO ANl7 SUPERSE�E ANY AND ALI. PRIOR COMMfTMEiVTS, AGREEMENTS, REPRESEN7ATIONS, AN�
UNDERSTANDINGS, WHETNER WRITTEN DR ORAL, RELATING 70 THE SllBJEC7 MATTER H�REOF AND 7FiEREOF AIVD MAY
NOT SE CONTRAR]CTED pR VARIED BY EVI�EI+ICE DR PRIQR, CONTEMPO�tANEOUS, OR SUBS�WUENT QRAL AGREEMEiVTS
OR DISCUS510NS OF THE PARTIES HEREFO. THERE ARE NO ORRL AGREEMEN7S AEVI�NG l"ME PAFiTI�S HERETO. The
provision5 4�ere0f and the olhar Loan bocuments may 6e amended or waived only by an instrument in writing signed hy Mortgagor and
Bank.
EXECUTED this 1 i th day oi �ecember, 2002, BUT TO SE EFF�CTIVE THE 2pY" QAY OF �ECEMBER, 2UO2.
iVDTICE OF lNDEMNfFiCA710N:
M�RTGAG�R:
MORTGRGOR HEREBY ACKNOWLEDGES AiVD
AGR��S Ti�A7 THt5 D��fJ �� TRUS�' CQN�'A1NS CERTAIN �
INDEMiNIFlCA710N PROVISIONS ppN E�HANSEN
(I�lCLU�ING, WITHOUT �IMITATIOI�, TFiOSE
CD�lTA1NE� EN SECTION X HEREdF} WHECM,
IN CERTAIN CIRCUi1115TANCE5, COULD fNCLUDE
AM I�idEMN1FICATI�N BY MEORTGAGQF2 QF BANK
FRdM CLA1M5 OR L055�S ARISING A5 A RESULT
OF 6A�JK'S aWiV iJEGLIGENCE.
Address of the Trustea and Bank: 385i N� Loop 820
• Fort WnRh, 7X 76737
TYPE DF COLLAT�RAL: Real Estate, Fixiures and Improvements
DEE� 4F TRUST, SEG!lRITY AGREEMENT, FINANCING STATEMENT— Page 8
ReY. 7-26-02
Address; 4p00 North Main Street
Fort Worth, Texas 7610$
Barrawer's IniNals
CORPORA7� AGKNOWL�DGivIENT
7HE STRT� OF TEXAS §
. §
' COUN7Y OF §
Thfs fnstrumenl was acknowledged before me on the day of
' . � , . oi
. , a , on behalf af said
Nntary Public, SEate oFTexas
6y[rk1��i7�A]I�ii[�P.i►I�PiT1��sIe3�C�►`�
, 20 , �v
TI-tE 57ATE OF 7EXA5 § �
. �
Cdl1NTY QF TARRANT ' § �
, 7his Instrument was acknowledged before me on the �� day of �ecember, 2002, by DON E. WANSEN.
�
�
���.�......w� „�..,..,_,�--.�
:, �{�Y�.� �p,1,'!d BAIL.Ik�F ,.
t+t�Ya'Y �11c ��71� �L� _� '�
. i + �* �'i 1 I�T� €�F Y�3CA5 � -
�, N ary Public, StaEe of s�
' '�+��� y c��n,. �R• 94l25/2�4�
�
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�e� b��+�.�. .
,� � k �i� i�F ��AS
9�r S�
: �� � �1. �tl/2S/2{#�.j
, �:.,� _...� __..,..., .
, Ak�'ER �CDItDING; Ra:Ti7RN T�: •
Suinmit Bank, N.A.
�eaI Estate Deparhnent
3$51 NE Loop 820
Fort 'C�Vvrtli, T}C 7d137
0
�EE� OF TRUST, SECIJRITY AGREEMENT, FINANCING STATEMENT- Page 8
Rev, T-26-02
�!�[%�''�
/ BarrowePs anitfals
Exl�ibit A
A summary of the contracts and amendinents thereto bsruveen you company and the City of'Fort
Warth are as follows: �
City of Secretary . .� To Amend City Seeratary
Ct�ntract Number , Contract Nuzaaber
17321 .
i��z2
173 Z7
17325
Transit Fuel Agraement
T-Hanger
_ Hangers
lOS'Locatinn 9S
95 T.ocation 8S
aisa
818I
8938
�1967
9779
�_ ��..-• ;;� —
' _3�"e` ° �_ �P
.''.�:...r� F
r ��i.,� rrcrr�s
�OR
DOP1 �iAlaS EN LFAS E t'A„
MEA,Cii4M �'�E1,17 �
F�RT WDRT�i Mt1I�TICIPAL AiRPORT
A tract of laud ou� Qf�'.the Jamee WaLlace Su�-vep being otit o£ ���cts �onveyed �
to the Ci.ty af Fast ��,'c��h by cieed� recorded ir� Valume ID80, Fage 4I3, and
Vo�wne za�a, Pag� 553� Deed Reco�ds, �arrant County, Texs$, and also being
a partioa af the Fort Wo�th MunQcipal A�irporrc, Meacham Fie1d, aiore pa�ticuiarly
described r�s�reg t�,e �exas eo�-ordinate systQxa, Narth Central �ane, co�ordinatae �
aAd beaxinga as f ollcxa ;
Beginr�ing at a paint for tche so�r[hvrest corner Qf eaid lease� the ca-oXd�.natea�
af said poir�t are X a. 2,043,999.72, Y- 4Z7,OI3.I7; � �.
Then�e; Horth 2 degreea SQ �f.zxates 26 second� �ast 5I$.7 f�et ta a poink for
the.northwest corner o� s�.i� Iesse;
� ! �
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�hence: SouCh $7 degr�ea 09 mi.nu�ee �34 seeaxida �as� �6(l.Q �eet �o the .begirsaiag . �
af a cz�rve ta �zhe .right, �the c�nter of Frhich beeza south 2 degzee� 50 tninutes .
2b secands �resC.� radiuH �fstance o� 40.4 f�e�t; . � �
, �'L'hence_ Southeaster.ly aiong said crsr�ve ka tha right an arc distance of -62.83
: � fee[ CQ a paint ; . � � -
'Thence; South� 2 degrees SO aain�tes 2b �ecvnda wesr �7$.7 feet to a point for, �
�he eou[he$at carner af e��.d leaee;, �
7�hence; North $7 degreea t]9 uiinutas 34 s�coaads wear 4Q�?.� feet ta the p�ace
af beginni�g aad containing 207,135,b4 square�faet of laad, more or Iess.
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FI�LD NO'PL5
F�R �
MEACHAM F`IEL❑ LCASE
CI'CY SECRG`PRRX COt�TRACT ND. 818.1 '
A tract of land out oE the Jamee Wallace 5urvey bair►g out of the •�
traete caizveyed to t3tie Ca.ty of Fart Wortlz by c3eer3s recorded in
Volu�ne 1080, Page� R13, and Volume 1Q5�•, Page 553, Deed Recorde.
'1'arrant County, Texas; and a1Bo betng a pnrtian of Fort wortl}
Muni�ipal Airpart, Meacham i'ield�, more particular-ly described usi;ng
tl7e Texas co-ordinate system, North Central zone� ca-Qrdinates and
bearings as follows:
DEGINNIIVG at a paint for �the southwest corner of said Iease, the
ca-ozdinates oP sai.d point t�eing X= 2,Q44,4S9.53, Y= 417,2�4.28;
THENCS: North 2�egrees 50 minutes 26 secor�ds east 37B.Q feet 'to the
beginning_of a curve to�the right the center of whi�h bears saueh_B7
degte�s 09 minutes 34 secands eas�t a radius distance oE 40.0 feet,
TH�NCE: Nortl�east�rly.alang said cwrve to the ric�ht an atc distance.
of 6?.B3 feet to a poipt in tha north line o� eaid lease; .
TIiENC�: 5ou�h 87 degrees 09 minutes 34 seconds east 350.O.feet to a
paint for the nor�heast carner o� lease;
THLNCE: SpVtj1 2 degrees 5D minutes 26 secands west 418.0 feet to a
point ior the sbutheast corner af lease; .
THL•'NCE: riiortih 1]7 C�L'�X'EES D9 � minutes 34 seco�ds weat 390. U Feet ta �
the place of beqinnin9 and cor�taining }.6?,b75.64 square f�et of
land, �Qc�re or less. �
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A crric� uC �;ii�� nur nF thc .lan,es Wnllacc 5urvey, bcin� a par.0 �of n tr¢ict c�snveycJ
�o [l« Ciey aC Frvr[ Worrli' by Jeed recordcd i�1 Volume 1I12, 1'afi� 5)4, pce� Eiccords,
=arrnitit County, 'fexas, ancl �lso bein��a pn;tian oE Fert Sdor�h Municipal Airport,
Keacl�am Fi,eld, mnre narticulariY described uSin� the Texas Cnordinate 5ystem, Nor[]�
Central Zone, coprdi.nates and bearinp�s .1s folloas: •
GIIt�It�11:NL'L vte ei p�1nC iu Il�ir w�.t' linc et �l�rGh ?1nLiti SCra�±C :ind LI��; �u,rl.li li�ir� uf SFitl�
S�rccC, s�iri point hcinr znd `els�crly 5!; �oroer ai Aleacli:�m Fi��d, 7�11iNCi:: Nartli no
degxees 28 minutes 39 seconds en5[ 8$4.b feet and�nor�1� $9 de�recs 31 minu[es 21
seconds.west'S40.0 Feer to a'"+" cuC in conerete for the paxnt oF beninning, said
poinC �ein�, tlis southc�sC r.nr�+c�r ai Lc�se 5itc Nh. 10, the �oordinates of said�.
I�egimtiing poir�� are: Xb2,U45,156.41, Y=417,817,05:
TIiL•IVCE; 5au[I� no dc�recs 2F3 minutes 39 Fe[ri�3�5 wcsC 195,75 feet For ti�e soutlieast
corner af tE�e herci.n descrihed Lease Si,te No. 9;
FHF,NCL: Nort1� 89 de�,rees 31 mii�utes 21 sccoisds_uest 184,0 Eeer for Che sou[l�vesc
eorr�er af Lease 5ite l�o. 9; �
T}IENCE_ North no degrees 28 minut�.s 39 secands east 10.45 feet to tl�e 6egi�,nin�
oF a �urve [o the leE[s the cen[er�oE whi�ii bears north 89 degrees 31 minuees 21
seconds vest a raciius disra�ce oF 17k.0 feet;
T}[ENC�: Norrhsresterly along said curve eo �he IeEL an arcdistance of 128.Z1 feet -
to a point of tangent;
T}IENCL"; NorCh 41 degrees 44 minuces 2i seconds�west 22.54 feet �o a 1/2" iron Pin
a[ the rnosc soutltierly corner aE Lease 5i[e No. 1D;
TI[GNCE: North 48 deRrees 15 minu[es 39 se�onds ea&t alon�'[he Kautherly line nf
Lease 5i,te No. 10, 8J.,34 feeL,[p an angle point in said sou[heriy line;
iIiENCF.: 5outh R4 degrecs 31 minutes 21 secends east conti��uin� alon�; [h�,cnu[herky
line of Le1se 5ite Np. ZU,�].f3p;0 ieet to �he place oE beginning and cantaiaing
39,959.3 square feet oF land more or Zess. .
ANb AL50 THE FOLLOWI�IC: Lease 5ite No. 10 - :4--s�� . -
A tr.acC nE l�nd nut nE �I�e ,lam�s W�].lace Survey veing buC oF a Cr:�cC nf Iand cnnveyed
to CI�� Gity pf Fnrt iJarCh Uy-c�c�ed re�orded in Vnlume i11�, Fa�;G 574, peed Kecords,
'rarra�,t Cnuitity, 1'exas; :ind hlso be5,ng a partiniti oC 1'ort uor[I� r�«„��{��� Airpore,
Hearh�m Field, more p;�rti[ul�rly described usinfi the Texas�Goordinate Systen�, Narth
Cencral Zoitie, coordin�tes a��cl-.k�earings as Follays: � �
GOPRICh7Gii at a pvi.nt in the i�ortli line af 3$Ch 5treet and Cl�e wes[ line of Nnr[h
t1�in 5trec[, said ��oint 71sn hein� in eas�erl.y sou[lie;rsL• �nrocr oI hleacl,�tm Fi.elcf,
C1�ent.e: Nortlt �io rJe�rees ,2N mi�inCes 39 sccoi}ds ers[ 1076.02 Fre� �nd �ic�r�h 8� de�rees
].2 min�oL-es� 11 seconcls w�se 5i�7.22 EceC For tlie itiorCheast znd hca;i�i�ii»f; point nF Lease
5ite 10, the_coardinaLes of s�id beginning point are %=2,045,158.74,..Y=1�18,117,00;
T1ILNCE: 5outi� no degrees 2B minuCes 39 seconds west 28D.0 feet [o a��oint;
T}IENC�: NorCh $g degrees 3]. minutes 21 secoads _wesc 180.0 feet eo a poinC;'
iH�:NC�; Sau�li 49 degrees 15 minutes 39 seconds ves� 51.39 feec tn a�oint;
T�[E��CC: Narth 41'degrees L4 minu�es 21 seconds west 57.23 feet to the most soueherly
�orner ai Lease 5ite No. lI;
TN�HGL: North L8 dc�rees 15 minutes •39 secvnds cast aloryg tl�e easterJ.y line of Lcase
SiCe No. 11, 37�.08 {eeC [o a poiot;' .
T]ILNCL: NorCh I denrce 14 n�fiw�es 34 seeonds �ast [ontinuing wirlti tLc eas[ 2ine o�
l,ease SiCc No. 11, 3Q7.9 Fcot [n L'Ise narllicas[ eorner of Lersq 5il•c Np, �]�;
TII1>NCl:: 5v«I:ii 8U cJc�rr.r.s 12 riil.nutes 21 sc�onds eas[ 250.p feet to tl�e ptace af �eginain�
and cvnl•ninin� 77,771.92 squ�rc Eeet vf land more or le$s.
..a . _ �
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' . Page 6 . .
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-- — -- � . . - - _ _ . .. 7 .. _ -�*-s-�.� .. -�ira'*- �'�x
ASSZGNMENT OF LEA5ES AND RENTALS
� s�A� o� �xas
COUNTY OF TARI�ANT
KNOW ALL MEN BY TH�?SE PRESENTS:
This Assignment af Leases and Rentals fram DON �. HA.NS�N {hereinafter called
'Borrower"), to SUMM�'1', BANK, N..A. {hereina#�er caUed "Lender"),
WITNESSETH:
WHEREAS, Borrower is executing a Deed of Trust of even date herewith (the "Deed of
Trust") to S. TOM SENOR, Trustee, aovering' alI that certain lot, tract or parcel of land situated
i� Tarrant County, Taxas, and being described as follows:
AII of Grantor's righr, title arid interesE in and to those certain Lease Agreements
(and any and all Amendments thereto) as set forth an E�chibit "A", attached hereio
and incorporatad herein foz all purposes, being Lease Agzeements by and between.
the City of �orf Worfh, as Lessor, and Don E. Hansen, as Lessee, and reIating tv
certain tracts or parcels of Iand located at Meacham Fieid, a municipal airport.in
khe City of Fort Worth, Texas, said real property relaking to and being tha subject
of the Lease Agreemants being descrihed on Exhibits "B", "C", "D", and "E" �
attached �hereto ancl incorporated hersin for a1S purposes; �
together witl� all improvements heing hereinafter callectivaly referred to as the "Premises", aIl as,
more fully set out in the Deed of Txust, to which reference is hereb}+ made for a further description
of the Pr�mises, for the purposes oi securing the payment of a Real Estate T..ien Note qf even date
herewitii in khe principal sum of $375,fJ�D.00, executed by �orirower and payabla to the order of
Lender, mcluding all renewals and extensions thereoE and alI othez debts of.every kind or
character now or hereaftar owing by Barrower to Lender in connection with the Premises and the
construction thereoi (said Note and all debts being hereinaftcr called the "Indebtedness"), as more
fully set out and described in the Deed of Trust, ko which referenee is hereby made; and
WHEREAS, Borrower desires to further secure I.ender in the ful! and complete payment
of the Indebtedness and the full and cnmpiete performance of each and alI of the covenants and
agzeements contained in the Deed of Trust; ' �
NOW, THEREFORE, KNOW ALL MEN SY 'I'I�SE PRESENTS: ,
That Barrower, for and in consideration of the premisss and the suin afTEN AND N0/144
DO�.LAR5 ($1 D.00) and other good and valuable cansidaration to the Borrower in hand paid by
the Lender, the receipt and sufficiency of.which consideration are hereby acknowledged, doas
herehy irrevocably assign, �transfer, deliver and set over u�to the Lender (i) any and all leases,
zanta! agreements and tenancy agreements (wheEher written or oral), naw or hereaf3er existing,
including all amendnnents tl�ereto, executed by or lnuring to the benefit af Borrower, covering all .
or any portion of tlte Premises (herei�na$er collectively callad the "Leases"), and {ii) all rents,
revenues, issues, profts, proceeds and benefits now due or to herea#ter become due and derived
iram the Premises, including, without iimitation, all rents, revecsues, profits, issues, moneys�and
other benefits to be der.ived under or by virtue o�khe terms and grovisions oFthe Leases, all unti!
#he Indehtedness and al� covenants and agreements contained in the Deed afTrust and herein shall
have been fully satisfied nr unti! Lender shalI be eniitled to possession of the Premises by order
of court nr operatron o£ law, ' -
This Assigzunant is made and accepted subject to the folinwing terms and conditions:
{I) 50 long as no default exisks in [he payment of tfna Tndehtedness or in the
perfarmance aiany of the cavenants and agreements berein contained or contained
in khe Deed of Trus#, Borrower may cojlect and retain the currently accruzng rents,
r�venues, pro�its and income fram the Premises and under the Leases, but in no
event for more than two months in advance of any such collections. .
(2} In any event, however, if the indebtedness is nvt paid at m:aturity, howsoevar such -�� . � �
maturity may be brought about, or if default is made iai the keeping or performance . � �
of any of the Borrower's covenants and obligations under fhe Deed of Trust or
I�ereu�der, thezeupon or at any tiine tt�ereafter, which suci� or any subsequent �.
default eontinues, Lender may, personaliy or through an agent selected by Lender, .�
take, or have the Trustee under the Daed of Trust take possession and control of tize � �.
Premises or any part thereaf, and recei�e and collect all rents, revenues, profits and . .. �
income theretoFore accrued or thereatter accruing iherefrom so Iong as any of the
Indebtedness remains un,paid or un#il the foreclosure af the lisn of the Deed vf � - �
Trust,-applyirig so mu�h thereaf as may be collecied prior to tt�e sa�e of the -� ,
property under fareclosure, first to the ordinary and necessary expease iaciden# to -
such •possession, cqntrol and collectinn, and secand, the payment of the. � �
T�debtedness, irrespectzva ofwhether then rr�ature, paying ttie balance, if any, to the '
Borrower. Borrower agrees that tl�e ordinary and necessary exgenses incident fo _ �
such possassion, cantroi and ca�lection shalI includs, without Iimitation, reasQnable
costs of management, repair and upkeep of the Premises, including the purchase of .
s�ch additionaI equipment and appurtenances as the Lender in its reasonable, govd
iaith judgment may deem necessary fvz the mainkenance of a praper rental �aiue
of ttie Premises and to all taxes, assessments, premiums fbr public iiability �
_ insurance, and insurance Qremiums payable by Borrower as provided in the Deed ��
of Trust, alI to the extent reqr.Eired of thr; Borrower under the Leases. No credit -
shalI be given by Lender for any surn ar sums reeesved &Qm the rents, issues, -
pro�its and proceeds �rom the Leases and from the Premises untiI ti�.e money '
representing the same is actually received in cash ak Lender's of�ce in Fort Worth, -
Texas, and no credit shall be given for any unool�lected rents ar ather uncalIeeted .
amounts, nor shall any cxedit be given upon the Indebtedness aftar the Lender shall
have obtained possessian oFthe Premises througii foreclosare under order af sale
or hy operation of law or by Tn�stee's sale. �
In tlae event Borrnwer shall receive any rents, revenues, profits or income exc�pt
tn the axtent permitted umder pacagraph (1) her�of, F3orrower will hold the same in
hvst far the Lender and will not commingle sama with uther moneys or properties
of the Borrower and� will promptly deliver the same to Lender to be held and �
appliad by Lander upon the Indebtedness in accordance with tha tarms hereof.
{3) Upon default, as described in paragraph 2 above, I.encfer m�y, from rirne tn cime
' sppoint aud dis�niss such agents or employees as nray be necessary for the
collection of the rents, issues, pra�i#s anid proceeds �nder the Leases and from the
Premises, and for the groper care and oparation of the i'remises under ttie Leases,
and Borrower here6y grants to such agents and emplaycas so, appointed full arad
� irrevocable authority qn the Borrower's behali to manage the Pr�mises and to do
. al[ necessary acts relating Eo such management: The Lender sha21. h�ve the sole
� control af such ager�ts and employees whose remuneration shall be paid out of the
. rents,. issues, profits and praceeds as hereinabove provided, at the rate of
compens�tion fhen pravailing in Ta'rrant County, Texas..
Borrawer agrees that nothing in this Assignment shall ba aonstru�d to limit or
restrict in. any way the rights, liens and powers granted in the Deed of Trust to the
Trustc� or any successor or substitute trustee under the Deed ofTrust to the Trustee
or any successor or substitute trustee �nder the Deed of Tnist or to the Lender
under the Deed of Trust. The coilection and application of the rents, issues, profits
and proceeds of the Leases to the Indehtedness or as otherwise abave pro�ided
2 of 4 Psgq
shall not constitute a waiver of any dafault which might at the time of application
or thereafter exist under the Deed ofTrust, and the Yndehtedness or any part thereaf
secured by the Deed of Trust may be aaceIerated in accordance with the terms oF
the I�eed of Trusc, notwithstanding such application.
�4} Borrower a�rees that Lender sha11 never under any c�rcumstaneas be heTcl liable for .
fail�xe ta coliect any rents, issues, profsts and proceeds from the Premises,
(5) Borrower warrants and represents that the form af tiie lease agreement heretofore
deIivered to the Lender represents a true and correct cvpy of the farm of instrument
heretofore use�l and hereafier to he used in conneotion with future Ieases, thai no
rents have been prepaid on the Leases except for current periods and as otherwise
provided in such Leases, that such Leases are nat subjecE tp any setoff, credit or
caunterclaim, and that the Borrower has full right and power to p7edge and assig�
' hereUndar aIl interests, and estates of tlYe Lessor thereunder. Borrower agrees that,
without the prior written .consent of Lender, Barrower will not make aay change
or modification in any lease now or hereafter covering any part of khe Preraises and
wiil nok axercise any options contained in any such Eease or take any action to
torFeit fhe same and will not callect any rental in advance axcept as specificaliy
pror+ided under any such lease. Borrower further agrees to inform pramp#ly the
Lander in writing af any notices received of any Lessee with respeat #o any
obligation or default under any i.ease. $orrower agrees that the Len.der does not
in any way assume or agrea to per%rrn the obligatians vf Borrower under the
Leases or tn become in any way liable uader Eha obligations contained in any of khe
Leases. Furtlxec, Lender shall never be obligaEed to complete canstruetion nf any
impravements on the Pramises.
(fi) Borrower fvrther warrants and represents that the L.eases and tha rentals tlnereunder
have noi been assigned, bypothecated or pledged.
(7) CJpon request af I.ender, Borrower agrees to furnish to. Lender ttve and correct
copies af photostatia copies of aIl Leases hereafter entered into 6y #he Borrower
upon any part or all o� the Premises.
(8) This Assignment sha11 be �iinding upon Sorrowcr and Borrawe�'s successars and
assigns, and shall inur� to tha benafzt of Lender and its successors and assigns as
the holder and aw�er of the Indebtedness. ,
(9} Upon the p�yment in full of the Indebtedness, as evidenced by the recording of an
� � instrument of full release of th$ lien of #he Deed of Trust, tkxis Assignment shall
become vazd and af no further forc� nr effect.
EXEC[JT�D this L lch day of December, 2062, B�UT TO BE EFFECTN� 'I`I�E 20TH
DAY OF DECEMBER, 2002. �
BORROWER:
�1
DON E. SEN �
] of 4 Pegea
THE,S�AT� OF TEXAS § � • �
§ .
courrTY o� T���.,�tv�r g
The foregoing instrument was acknowledgad before the � day of
' December, 2042, by DON �. HANS�N.
'' . • /� �
. �/ i�.. .
..�:a: ••-• -�- _.� . .. - ....__ ."'"'; "�; NOT Y � IC, ST��"�`�XAS
{ , " � �q� �,i��' ' PRINTED NAME OF NOTARY
• ��" . J��• 5TA'f� OF TE3(AS � �
+�r -�� �c��r, ���. �c:ias��ou4}
... ........ �.....,. .�„�,�.�:a �
���;_..� �..___,�.
MY GOMMISSION EXPTRES: . i�`r�� �R'!ID 6 LIFF�•
' � :��, �'�'Y PuSIle
' �'.� S�'A't'� 4� i'ECA,S
' - � �
ah. '
. ' ' �� ^ �Y �m. f�r. iUfa5f20Q4
=---�-=_.�"�...... . . ,,..,�../;
�
4 of 4 Page�
� � Exhibit A
A sum�mary of the contracts and amendments th�reto be�ween you com�any and the City of Fort
Worth are as follaws: �
City of Secretary • . To Amend City Secretary
Contract Number _ � . Contract N�mber
17321 �T-Hanger � 81$Q�
17322 Hangers 81$1 �
17327 lO5 Location 9S 8938
l7325 45 Locatian S5 i 1967
Transit Ft�e! Agreement � . 9779 �
I .
6
� � . �ax . -
� �ox �ts Err z.�.s � ",�„ . .
�ct�rt Fz�Ln � . �
�QR� G�O�tTH I�IIJ1YICIPAL AxRPORT � .
�
�
A�r�ct of Zaad Qut of 'the Samee WaLJ.aca Survcy bel.ng ac�� c� t��cte canveyed
to the Citp 4� �'Dxt �,Toxth by deeds recarded'i.�i V'ol�e I080, Page �Z3, and
Volume lOSO, Page �553 � De�s3 Recar�s , Tarran� Cc�unty, Texaa � snd also being � '
$ partion of the �'ort Warth Muna;cigal Airpoi�, t�ieaclzam Field, mare pazticuXarl.y
descr�bed using t�e .'%exas cQ-ordf,aate system, North �Central_ zone, co-ordinatea �� �
. and bea�inga as foLL'as�: � .
Beginning az � pafnt for th� sou�hwest carner af 9aid �.ease, the co-ardin�ttes� �.
af �gid paint are X� 2,G43 y944.72, Y� 4).7 ��L3.7.7 ; . ' . •
Tl��n�e: Narth � deg�ees 5Cl m.inu�es 26 secQnds east �51E.7 £eeti ta a poin� for
Che.norths�est-carnez of said Le.s�ae; . � . .
Tf�ence: ScuCh 87 degreea :Q9 min�stes �34 �aeand.s' �ast 3b0.0 fee� �o tha ,beginning. .-. .
of a curve �o �the .right, ��he cenLer of rah�eh be�rs s�uth 2 degree� 50 minutes . � �
2b eeconds weat a radius' �istance et 4Q,Q feeC; . . ., . :. ,
�'L'hence: S�ut�e�eter�.y along.said curve to the zight.an arc distance af 62.83 . , .
e
`.feet to a point; . .. . . . .
. . � �
Thenca: South� Z degrees 5� mircutea Z6 secvn�ts r�est �78.7 feeC �a a pairtt fa� �
[ha sou-theae� eorner a� said Lease;. . . . .
�'tence: Horth $7 degreea Q� miautes 34 seconds w�s� 4t10.0 feet tQ the p�a�ce
of beg��ni.ng and casttai�ng 207 ,135.6� syua�e' Eeat o�, Iand, maxe ax l.ess . , �
�, � �
�� s
�� �
�� �
�i 5
� - - - � . � .;-:.- _. ..
� _ ...
, � � FTELD No��•�a . , A
, �aR . .
� MEAGHAM FIELD L�ASE `
- � .' CITY B�CR�'rARY CDNTRA.CT NO: 619].
. . ' t�ein aut o� the �.
� Fort WortlY by deeds re�orded in
A tract af lancl out kl ��it� aaea WaLlac� �a9e� 553. Deed Recar�3s,
tracts cat�veY=� to $�d wolurne 1Q$Q�t �ort Worti�
p� e A1�, a pQrtioc, of .
-VoLume 1080� 9 Texas; artd also hein9aztitul.ar�ly described usi"ng
Tarrant County,
M�xnicipal Aitgo�t� M�=ac�tiam Field�, m�r� P ��..o=dinates and
the "fexas co-ordinate system. Hort� �entraJ. zone, .
I hearxnc�s as :Erallvws:, tYce
s �,Q44,459.63,.Y +� 417,204..29;
pEGlhtt�I�#G at a. paint £as the south�est corner af �aid €as �
co-ardiaates o� said,point bein9 7� .
TiiE�TCE: Nr�rtY� 2 degrees �4et�'�igiitg�he canter�ofawhictx8bsar9esnutht87
� � eas�t a ra�ius distance of 40.� featt .
� beginnin9,oF a curve to tih .
� • ' degress �09 minutea 34 seccsad9
� along e a i d c u z ve t� the ric�ilt an arc distan�e .
TEtk:NCE:• Northe��star��nt in the nar�h Lic►e �f said-lease;
og 62.�131 f�et . p feat ta a
TI�ENCE: South S��t��astgcorner af�ieasesecands� east 350.
point for �.he nQ - � wast 418.d feet to a
TH�NCB: Saut�i 2 degr�s�s 5d artinutes 26 a�cor+d9 . .
point Eor the sdutrieast corner af Lease; Feat ta
rees �9 � minutEs 34 seconds wasz '390.t]
`d7 d�9 �and cvntaininq 162,675.b4 59uare Eeet af
TliL•'�10E: tJar�.h ���i�ning
the place af ,
� land. mare �r lesa• - .
. -
a
't'
�
i
I j
1
. �
r ;,, :`,�±:41 �e:''V_.T'-•N=,� ' '
� �q�`3,,.., .'a � {''�y.-,Y':
' :.�if3 i� a ' y�a .
. . . ..,''S. i �3i �.-1. :�
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f � �
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,
. � �. . ,
A r,r��c� nC lcincl nur nF thc .lames �wall,ce Survey, licin� a par.� �oE n erncE ennvcycd
�o tl« Clty oE F�rC Wortli l�y dee�i recerdetl i,� yp�umC 1E12, E'�g� j74, f]aed Itetords.
+arranG Coun;y� 'Cexas, �nd :tl;a'bein�-a pnrtiqn oC FarC iJorth Atuni.cipal Airpot[,
Meachym �'ie1d, more p�rticul�rly siescriU¢d using cha iexas Caardinate 5yscem, Marth '
Central Zone, caordinacas and yearinp,s as follotis:. , • • . �
CfINP[l:Nf:� :�� ,t ��u�,isC 1�� lliir w4.� �Lnc oC Nur[h MaLit SCrcue ;u�d �I« ii�irl,lt llnrc ui' 3Ar1i •
Strect, 5aad pniu[ lieinr ��cE'enF�crly 5� cocnetaf FS�acli:tm Fiu]d, 'TII,�iNCi•:: NorC�� oa
degrees 28 minutes 39 secqn�ls east 884.b fee� and nor�h 89 �le�recs 31 minu�es 21
sccandz.vese•SG0.0 feet ta a"+" �ut in conc.rete Eoc che pazn[ nF beTinning, said '
poin[ �cin� [he sou[hcnxt r.n n+i:X oF Leasc StCc Nn. 10, Cltie coor.dina�es of said
�Uegzniiing poi�i[ are: X=2,445,15G.41, Y�417,83).05: .
T11F,NCC: � 5osicl� no de�Grecc 2R Minu[es ]9 secnnds west 1q9.75 feec for the sou[lieast
corner of eltie herein descrihed Lease 5ite Na. 9;
TiI8NC1.: Nortli 99 de�rces 31 mi�tiu�es 21 seca��ds.uest 180.0 feec far che 6oL�CIlv@SC
corner of Lease SiCe No: 9; ' .
T�EENCF.i Horth na deFrees 28 minuGes 39 secands• easC 10,45 fee� Co C[�e t�e�inninE � � �
aF a curve C�o Che IefC, the cen[er aF �rhich bea=s narth 89 degrees 31 minuces 21 ' �
secands wes[ a.radiys disc3Rce oE 174.� fee�; ' � � „
TEEENCG; Nort•hwesterly along said curYe eo the legt a� arcdiscance af 1z8.21 Fee� �
E Ca a poin� af �angent; � ," �
� T}IENCL: Norl•h 41 de.�rees 44 miniF�es'Z1 seconds vest 22.54 feet to a 1/2" iron pin
at rhe most southerLy torner of Lease 5i[e No. 1�; . _ � . �
TI�Ci�ICE: North 4A degrees Z5 minutes 3A secands easC alonR'[he Southerly line of
Lease.51�� Nv. I0, 81.39 EeeC,Go an angle painC in said southerly line; . . .'
T1IENCF.: 5outh g9 degrees 3L minutes 21 seconds easc concinuin� ain�ti� clie.southerty
line af Le;�se 5ite Mo. lU, ].AO,p feeC to the place n£ beqinning a��cE cantaiafng
39,959.3 sguaze, Feet of land.more or less.� , . �, ���
�AND AL50 TFii FOLLOI,IINC: [.ease Si[e Na. 1Q_ . �--�� .
A Crac[, nf land nu[ nF the Jamrs Wa3.Iace. Survey-Ireinfi otit oF :� Cr:tcC nE �lsud cnnveyed
ta tlie Ciey oF k�arc Worth by Jeed reco[ded in Volume�111Z, Fa�;a j]G, peed gecards, �
7arrzn[ Gounty, I'exa��, :ind a.lvo bein� a porCion oF For� Wortl� i�lunicipal ALr�ort,
:. T1eaCh��m Fie],d, more pyrticnl�r]y dqscri6ed iisinfi the Texas �Cvordina�e Systeni, hiorth �
Centrll Zone, coardinates an<l bcarings as follaws: ^ • �
COtihtENC[S ;�c. a point in �he a�orth line aE 38th 5rreet and tlie ves[ linc: of Nnrth
r�,i� 5trect, said ��olnt also l,�inr an Castcr].y souslieasC .Gorncr oE Flcacl�im F•'iC�(I, � �
.[i�c�i�C: - iJprC�1 no deFree� Zy m�nuCes 39 SeConcEs rtiS[ 107fi.02 I'eCC nnd uorClt 80 dc�t�es r
1? minntes' ZI seconcls w�sC 547.2Z Feet Far tlie nar�lie:�st in�E bc�;iiuiin�; p�ii1G e�E l.�ase �
Site ZQ, zhe coordin�tes of said beginning poin� are X=2,0G'S,I58.74,..Y=418,13.7.00; �� '•
i1�L•NCE: Sduth no degrees 28 minutes.39 secands wes[ Z80.4 feet ta a�point; ' � '
T1IENGL: North 89 de�rees 31 minuCes 21 seconds.veaE 18p.4 E"ee� to.a painC;��
THBNCL•: 5outh 49 degrees 15 mirtuGes 39 seconds ves[ 8i,3g Feet Co a paia[: � '
T'{E��G�: NorCl� 41 .degrees 44 minutes 21 seconds wesC 57.2� feae ta Che most soutltierly �
corner of Lease 5i[e No, I1; �. -"
ifILNCG; HQrcl� 48 degrees 1S minutes ]9 secvnds eas� aZang tE�e easterTy Li�tie aE Lease
Site Mo. �11, 37.p8 YeeG ta a po�nC� , � -
T1IENCE: Narth 1 de�:ree 19 mi�tiuCes 34 secands ea�C continuin� uitlt t]�c eas� Iine of '
� Lcesc Sitc Nn. 11, 147.�} Eccr tn tlie northeast cornet oE ].etisc 5it� iVu, il; � '
TfIIiNCI:: Sanch 8f7 d��rr.c:s 12 �iilnutes Z1 secnods east x5f7.0 feet to t��e pincc af 6e�innin�
and cun�aininx 77,77L.�2 s�{t�nrc [act of l.aitd more ar Ze,ss, � '.
�
. - i �. ` �:' . � .
� . Page 6 , . , .
, . .
- — - -- � _ y �-�'" ":,:;;�y ;-;� ' ''�'� . -. . . . . .
_ _ _ �Nx-x� _
- _ �o .:5i�;�:'j�; - .rc:.�: �;5'.:e r•,��'ffm'�. .}^x.a: � .-�,,' �.n. ',r
aa - � '�nw�� IJ{Y`'�xin: � ','i�`!e� . i'r . ,. _ �i ' ._, - . _ .. � - . . .. � .__"_
�'... 3 ^�'S �r:'i _•_ = 1-i. ,''_ ,c` n.{.�„ ; k:.�.i% �•, �
ri :+,-'''� 4' K,eYCt ��UC'1 �� 44far.1 C'L�1:71 !ti*;SGYC
.a._i'>,` -
� �":�t+sham' l�iql�
. ��
�l Cr:�cs ��C ln,tid o�Et nF Cha .lanees H<lI].FlCC Surv�y, k�efn� a�ar.t �oE ;� rr:icE ennveyed
�o �iie City oE Fr�rt 4�orth� by deed reeorded in Vo.lumc 1112, Na�� 57L, pced I�e�ards,
:arrant County, Texas, a�tid r�le,o 6ein� a porti.�rn of I'or[ WorCh P1��nicipal Airporc,
Me�cltam field, more potticu]arlv described using �h¢ Texas Coordinate 5ystem, hlor[l�
Central Zane, coordinates ak�d bearinp,s as fa�lows: , '
(;UFIHl;NC� �C_.� p�1nt iii tl��:�v�,� l,i��e of. Nu1'tl� Afaln 4L'rcui' :���ct LI1L• n�irl.h Li�tirt ttf �F11'N
Ser�ec, �7�cI �crinG I,einT and`eytterl.y SE: ¢orneroE Meael�:,m Fie]d, 'TIIIiNCl:: NoYtl� na
de�rees Z$ minutes J9 seconds easC 884.6 Eeet and �ortlti 89 de�;recs 31 minutes 2k
scconds-�resC'S4p,0 fcet �o �"+" cut in concrete fnr the poin� n# bes;inninq, said �
poir,t Uein� tloe 5uuChC�sC r.c�rns�r of Lc7re Site N�. 14, the caordinates ef said
6eginning poi.nt arc: x=2,045,15G.G1, Y=4].7,837.05:
T]If:NCE: S.otitl� no dcfireae 2R minuces 79 secrinds west 1.58.75 Fect for the snutlreast
corner oP die her�in descriherf Lease 5i[e No. 9;
TIIENC]i: NorCh 89 degrces ]1 minutes 21 seconds,west 160.Q feet For Ehe snutlivesc
corner af i.ease Si[e No. 9; � � ,
TFiEMCF.: Noreh no degrees 28 mi.nutes 34 seconds east 10.�5 Feee to the be�innin�
of a curve [a the leFt, [he ceoter oE' whici� bears aorth $9 dsgraes 31 miautas 21
seco�ids tirest a radius disCante oF 17G.4 feet; �
THENCC: NorChwesterly along said curve �a [he laft an arcdist�ance of 128.21 feet
to � pnint nf tangen�;
T}IENCC: Nnrth L1 de�rees 4ii minutes 21 seConds vest 22.54 feet to a]./2" irae pin
a[ the mvsG squtiierly corner vf Lease 5iCe No. 16; . .
T�tGNGE: Norch ZB de��ees 15 minutes ]9 seconds eas� alon�'the Fautherly Zine af
Lease SiCe No. 1Q, 81.34 EeeC to an angle paink in said sautherly line;
T1�ENCF: 5outh �9 de�rees 3L minutes 21 seconds eas� concinuinfi .zla��� tlic.southerly
lxee o.E Lease 5ite Na. I0, ].A�.D .fee[ [n the place of 6egi•nning and containing
�9,959.3 square fee� of land mo're or less. �
AMD ALSD TH£ FOLLOLIINC: Lease Site t�o. 10 � � . . .
A Cr�1ct pE land au[ oF Che .l�nies W;t].lacc 5urvey beinq otat of i Cr�ieC nf. land tn�tiveyed
tv tlre Ciey of Fort �+�orch �y dc:ed recorded in VplumC 111Z, Paga S7h, !?aed 3cecords, .
Tarrant County, 't'exa�; :�nd a.l,�o beiug ��Sortici�s of For[ Wortli h[uniciP�l Airporc�
F}each�m Fie�.d, more PirCical.�irly tlesctibsd usi.n� [he Texas Cooxtfi.nate 5ystere, North —
Centrzl Zwie, coorclinates aoid bearings 15 fnllous; ,
CD�RICNCt: a[ a point i�i tl�e norrh line'nf 18tia Street and [lie �cst line of Nnrtf+ �
liain SCrect, said ��ai�it alt�� l�ei.��� an eas�cr].y soutlieast cnrncr af A1caCliam Flhl[i, �
thencc: Noreh no defirces 2R mit�r��es 39 secoiii3s ���t 207b.�2 f:ceC and nor�li SO dc�recs �
1.3 minc�tes�21 seconds w�s� 5h7.22 fcet .Eor the northeas� and l�ef,iunin�; p�int nE Lcase
5ite 10, the caordinaces of said beginnzng point are X�2,04'S,159.74,..Y=418,117.00;
TlICNCE: �5outh na.degtees 28 minutes 39 seeandS west 280.0 #eet Cu'a�pain[;
TkiENCE: Nor[h 69 slegrees 31 ntinuCes 21 5econds v¢st 18U.Q Eee[ [o a point;+
THENCL•: 5outh 48 degre�s 15 minutes 39 seconds west 81.39 feet to a poiat; '
T4E;iCG: 'Nor.�l� 41, degrees 44 minu[es 21 secands vest 57.23 feet Go Che mos[ southerly
corner� of Lea.se S3.te No. Ll;
T11�NCE: NsszC1, 48 dc�rees 15 minutes 39 secoads east aJ.oq� tlte easteriy li,iss of I.case
Site Na. �11, ]7.�8 feet co a naint;' , � �
TIiL•NCE: HoYtit 1_ derrce a9 minutes ]9 se�onds eact tan[i��uin� vi ti� th.c easz lir�e of
1.c�sc 51te No, 1.1, 3Q7.y fcet' t� elie norelicas� corncr af �.c�sc Site Nu. �]1; �
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Exhibit "B"
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C`ity of'�'o�� l�i�'o�ih, Texas
1'1�Ia��r a�c� ��w��cil Co��u�.�cat�on
L?AT� REF'ERENCE NUMB�R LOG NAME PAG�
�21171Q2 *�`G-19391 55AGREE 1 of 2
SUBJECT CONSENTS TO ASSrGNMENT AND ASSUMPTION AGREEMENTS BETWEEN
SANDPIPER AlRP�RT INN, INC. AND DON E. HANSEN, AND EXECUTION OF DEED
OF TRUST LIENS BY DON E. HANSEN IN FAVOR JF SUMMIT NATIONAL 6ANK OF
FORT WORTH RELATED TO LEaSE SITES AT FORT WORTH MEACHAM
INTERNATIONAI. AIRPORT
RECOMMENDATION:
ft is recommended that fhe City Council:
1. Authorize ihe City Manager to execute writt�n cansents ta Assignment and Assumption Agreeme�ts
betw�en Sandpiper Airpart Inn, Inc. (Sand�iper) and Don E. Hansen, an indi�idual, relating to al[ of
Sandpiper's leaseh�ld inte�-ests at Fort Worth Meacham International Airport (Airport) other than
Lease Site 1-S; an�
2. Authorize the City Manager to execute written cansents to the execution of Deed of Trust Liens by
Don E. Hansen in fa�or of Summii National Bank of Fort Worth (Bank} on all f�asehalds at the
Airport assumed by Dan E. Hans�n.
DISCUSSl�N:
Sandpiper curr�ntly has seven (7) leases in effect for �ariaus parcels af real property at the Airport (City
Secretary Contract Nos. 818a, 818�, 8892, 8938, 9779, 11967 and 25212, al] as may previously have
been amended andlor assigned}. Sandpiper and Don E. Hansen have entered into assignmen� and
assumpiion agreements under which Sandpiper has agreed io assign alf af its right, title and interests in
its Airport leaseholds, as pravided by the leases, other than Lease Sife 1-S (which is governed by Cify
Secretary Contract No. 2�212, as previously amended), to Don E. Hansen, and Mr. Hansen has agreed
to assume all ofi Sandpiper's duties and obligativns under those leases.
Once Mr. Hansen assumes the leases assigned by 5andpiper, he infends io refinance improvemenfis
t�at ha�e been �onstruct�d on the affect�d l�aseholds through a[oan from the Bank. Consequently,
Mr. Hansen has requested the City's consent to his execuiion af Deed af Trust Liens on his leaseho[ds
in order far the Bank to secure its loan to Mr. Hansen. The Deed of Tr�st Liens will grant th� Bank the
rigf�t to operate as the Lessee or to secure ar�other tena�t in place of Mr. Hansen, if appraved by the
City Council, in the e�ent that Mr. Hansen defaults under the loan ar breaches any of his leases with
the City.
�`iiy of Fort Wo��h, .�'exas
l�a�or ��ci �o����l C�or���.�ai��t��n
DATE REFERENCE NUNiB�R LOG NAME PAGE
12/17/02 **��� �3�� 5�AGREE 2 of 2
SUBJECT' CONSENTS TO ASSIGNMENT AND ASSUMPTION AGREEMENTS BETWEEN
SANDPIPER AfRPORT INN, INC. AND DON E. HANSEN, AND EXECUTION OF DEED
O� TRUST L1ENS BY DON E. HANSEN IN FAVOR OF SUMMIT NATIONAL BANK OF
F�RT WORTH RELATED TO LEASE 51TES AT FORT WORTH MEACHAM
INTERNATIONAL AIRPORT
FISCAL fNFORMATIONICERTIFICATION:
The Finance Director certifies that #his actia� will ha�e na material effect on City funds.
MD:k
Submitied For City Manager's
Office �y:
I FUND I ACCOUNT �
� {�o)
�
CENTER ` AMOUNT CITY SE[:RETARY
Marc Oti
Originating Department Head:
Bridgette Garrett (Acting)
Additional Information Contact:
Peter Vaky
8476
54a3 (from}
7601 I
APPI20VED 12/17/02