HomeMy WebLinkAboutContract 28259�I`�'Y �EG��.'Pl���' +�1 _._�
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FORT WORTH MEACHAM INTERNATIONAL AIRPORT
FIXED BASE OPERATOR LEASE AGREEMENT
(CITY SECRETARY CONTRACT NO. 8181, AS AMENDED)
This CONSENT TO DEED OF TRUST, SECURITY AGREEMENT AND
FINANCING STATEMENT (��Agreement") is made and entered into by and between the CITY
OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of
the State of Texas, acting by and through Marc Ott, its duly, authorized Assistant City Manager;
DOI�1 E. HA1�ISEN ("Lessee"), an individual; and SUMMIT BANK, N.A. ("Bank"), a national
banking association acting by and through S. Tom Senor, its duly authorized President.
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The followrng statements are true and correct and form the basis of tlus Agreement:
A. Lessor and Lessee previously entered into City Secretary Contract ("CSC") No. 8181, as
amended by CSC Nos. 9415 and 17322 and assigned to Lessee pursuant to CSC No.
(collectively, the "Lease"), a lease of real property located at Fort Worth Meacham International
Airport ("Airport") known as Lease Site Nos. 16-S, 17-5 and 18-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 Leased Premises to Bank of the West and to the execution by Lessee of a Deed of
Trust 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 West
Agreements"). Lessee has refinanced its indebtedness for such improvements to the Leased
Premises, and Bank of the West has released all rights and interest in the Leased Premises provided
by 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 right, title and
interest in the , Leased Premises to Bank and to consent to the execution by Lessee of a Deed of
Trust lien on the Leased Premises to Bank in order to secure indebtedness owed b.y Lessee to Bank
under certain promissory notes.
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1. Lessor hereby consents to the executiori by Lessee of the Deed of Trust, Security Agreement
and Financing 3tatement attached hereto as Exhibit "A" (collectively, the "Deed of Trust") and to
the assignment by Lessee to Bank or a trustee of Bank, acting as Bank's agent, of Lessee's right,
title and interest in the Leased Premises as granted by the Lease The Lease is incozporated herein
by reference for all purposes. The Leased Premises are specifically described in the field notes of
Page 1
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8181, as amended)
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. 7
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Exlubit "B", attached hereto and hereby made a part of this Agreement for all purposes. However,
Lessee and Bank understand and agree that by executing this Agreement, Lessor does nat (i) adopt,
ratify or approve of any of the particular provisions of the Deed of Trust; (ii) make any
representations or warranties under the Deed of Trust, including, but not limited to, those set forth
under Section 10:1 of the Deed of Trust; or (iii) grant any right, privilege or use to Bank or any
assignee under the Deed of Trust that is different from or more extensive than any right, privilege or
use granted to Lessee by the Lease.
2. Notwithstanding anything to the contrary in the Deed of Trust, Lessee and Bank
acknowledge, understand and agree that Lessee and Bank do not have any right to cbnvey any
interest in real property at the Airport greater than that granted specifically by the Lease. Bank
acknowledges and understands that (i) Lessor owns in fee simple all permanent improvements on
the Leased Premises as of the effective date of this Agreement; (ii) Lessor will own in fee simple all
permanent improvements constructed on 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
impravements constitute part of the leasehold estate and Bank does not have the right to sell or
otherwise convey any property interest in such improvements other than as part of the leasehold
estate.
3. Lessor agrees and covenants that it shall not exercise any rights it may have under the Lease
to cancel or terminate the Lease or to force surrender of all or part of the Leased Premises unless it
first has provided Bank with written notice of its intent to exercise such any such right. Bank shall
have thirty (30) calendar days from the date it receives such notic� to cure, perform or assume
Lessee's obligations under the Lease to Lessor's satisfaction in order to avoid such cancellation,
termination or surrender; provided, however, that if Bank, in good faith and after diligent and
continuous efforts to remedy any non-monetary default by Lessee under the Lease, cannot cure such
default within thirty (30) calendar days, it may request Lessor to provide a reasoriable amount of
additional time to cure such default, in which case Lessor will provide Bank with an extended
deadline to cure such default as deternuned. by Lessor its sole, but reasonable, discretion.
4. As a condition precedent to the effectiveness of this Agreement, Lessee agrees and
covenants that it will endorse all insurance policies required by the Lease to name both Lessor and
Bank as additional insureds and to cover all public risks related to the leasing, use, occupancy,
maintenance, existence or location of the Leased Premises. Notwithstanding anything to the
contrary in the Deed of Trust or any other agreement entered into by and between Lessee and Bank,
Bank hereby agrees and covenants that any and all proceeds payable under the terms of such
insurance policies shall first be applied to cover the replacement of all facilities and improvements
on the Leased Premises and to satisfy fully the terms and conditions of the Lease. Payment of such
proceeds shall apply secondarily to secure any of Lessee's indebtedness to Barik.
5. Lessor may take all action available to it under the Lease, at law or in equity in order to
protect its interests, including, but not limited to, cancellation of Lessee's interest as provided by
the Lease and in accordance with this Agreement.
6. Bank agrees that it pramptly will notify Lessor in writing when Bank has released its rights
Page 2
Consent to Deed of Trust between
Don E. Hansen and Summit Bank, N.A.
(CSC No. 8181, as amended)
under the Deed.of Trust. This Agreement will automatically terminate on the earliest date that
Bank releases any such rights. In addition, this Agreement will automatically terminate upon the
expiration or terrnination of the Lease.
7. Notwithstanding anything to the contrary in the Deed of Trust, (i) Bank may not assign any
of its rights under the Deed of Trust to any other person (other than a trustee acting as Bank's
agent), firm or corporation and (ii) in the event that Bank forecloses upon Lessee under the Deed of
Trust, Bank may not sell or otherwise transfer in any way any of Bank's or Lessee's rights or
interest in the Leased Premises unless Lessor consents to such sale or transfer in the form of a
written Consent to Assignment approved by Lessor's City Council.
8. Notices to Bank required pursuant to the provisions of this Ageement shall be conclusively
determined to have been delivered when (i) hand-delivered to Bank, its agents, employees, servants
or representatives; (ii) deposited in the United States Mail to the address below; or (iii) sent via
facsimile to the number below:
Summit Bank, N.A.
Attn: S. Tom Senor
3851 NE Loop 820
Fort Worth, TX 76137
Fax: 817-306-9277
9. In the event that the Lease expires or is terminated, nothing herein shall obligate Lessor 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 thereon.
10. Lessee represents and warrants to Lessor that it has discharged all of its duties and
obligations to Banlc of the West under the Bank of the West Agreements and that Bank of the West
has released all of its rights to the Leased Premises granted 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 event of any conflict between the Deed of Trust and the Lease, the Lease shall control in all
respects as to Lessor and as to Lessee's and Bank's obligations and relationship to Lessor as set
fortli in the Lease and/or this Agreement. In the event of any conflict between the Deed of Trust
and this Agreement, this Agreement shall control.
1�. This Agreement may not be withdrawn, amended or modified except by a written
agreement executed by the parties hereto and approved by Lessor's City Council. Lessee and Bank
covenant and agree that they will not amend the Deed of Trust, or assign any rights and/or
obligations thereunder, without the prior written consent of Lessor.
13. This Agreement shall be canstrued in accordance with the laws of the State of Texas.
Yenue for any action arising under the provisions of this Agreement shall lie in state courts located
Page 3
Consent to Deed of Trust between
Don E. Hansen and Sumnut Bank, N.A.
(CSC No. 8181, as amended)
0
in Tarrant Caunty, Texas or in the United States District Court for the Northern District of Texas,
Fort Worth Division. �
14. This written instrument, includin;g any documents attached hereto and/or incorporated
herein by -reference, contains the entire understanding and agreement between Lessor, Lessee and
Bank as to the matters contained herein. Any prior or contemporaneous oral or written agreement
concerning such matters is hereby declared null and void to the extent in conflict with this
Agreement.
� Ill1 WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
as of the last date set forth below:
CITY OF FORT WORTH
:
Assi
Date:
Manager
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ATTES�: ' �
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BY` �`'% �-� �,[�-�� f �'—�.l �l�-
Gloria Pears�
City Secret�ary
APPROVED AS TO FORM A1�1D LEGALITY:
By: / ..f°�Z�i � ��.
Peter Vaky -%
Assistant City Attorney
M&C'� • �' - l 9' ? Y /' J � - ;� •� - c � _
DON E. HANSEN:
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Date•
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Page 4
Consent to Deed of Trust between
Don E. Hansen and Summit Banlc, N.A.
(CSC No. 8181, as amended)
ATTEST:
By: ��c� � `�.��-,�.:�.
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SUMMIT BAl�1K, N.A.:
By: `"�` �'�<." � �-�-�
S. To�n Senor �
President
Date: / �--= �-� ��
Page 5
Consent to Deed of Trust between
Don E, Hansen and Summit Bank, N.A.
(CSC No. 8181, as amended)
ATTEST:
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STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Marc Ott, known to me to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort
Worth and that he executed the same as the act of the City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
,� GNEN tJNDER MY HAND AND SEAL OF OFFICE this �O day of
��.��b.l�,.n� , 2002.
.rqPE;;„PVA�`•.. ROSELLABARNES
Or'' 't �i t
�a ���; NOTARY PUBLIC •
�4 �yJ State of iexas /�i�.,O..L�.�.... 1�`�--�,.�-'
�'Pq�` "�'�°`Comm. Exp, 03-31-2005 �
�;�oF , ,� Notary Public in and for the State af Texas
, : ...., ,�.�,��-.,�,.,.. .� ..�.
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Don E. Hansen, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was his act and that
he executed the same as his act for the purposes and consideration therein expressed and in the
capacity therein stated.
�GNEN UNUER MY HAND AND SEAL OF OFFICE this ,� � day of
. �Q�� , 2002.
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�;, f,����P�i� p�ov�, L�ANN 9AV`PJB�IiF��' ' i
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Notary Public in and for the State of exas
STATE OF TEXAS
COUNTY OF T�?�RRANT
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BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared S. Tom Senor, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
Summit Bank, I�1.A. and that he executed the same as the act of Summit Bank, I�T.A., for the
purposes and consideration therein expressed and in the capacity therein stated.
,J �',�EN UNDER MY HAND AND SEAL OF OFFICE this �� day of
IX��.�'�.i , 2002.
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Notary Public in and for the State of Texas
Exhibit "A"
�ummit �ank, N:A.
3851 NE Loop 820
Fort Worth, Texas 76137
$375,000.00
December 11, 2002
BUT TO BE EFFECTIVE DECEMBER 20, 2002'
DEED OF TRUST NOTE
FOR VALUE RECEIVED, Ihe undersigned (whether one ormore) (and any endorsers hereo� Jointly and severally promise to pay to
the order of 5ummil Bank, N.A., ("Bank") at its office in Tarrant County, Texas; or at such other places as Bank may hereaiter deslgnate,
the principal sum oFTHREE HUNDRED SEVENTY-FIVE THOUSAND AND N0/100 DOLLARS ($375,000.00), or so much ihereoi
as may be advanced, with interest (calculated on the basis of a 36D day year) on the unpaid principal balance from time to time owing
hereon computed froin ihe date of ihis note until maturity at a per annum rate of (check box and complete appropriate peragraph):
� • 6.5 %
� % greater lhan the Base Rate published irom tlme to tfine by Bank (the Base Rate is the Interest
rate announced irom time to time by Bank as a general reference loan rate of interest and it may or may not be the lowest
rale charged by Bank from time to lime.) Provided, however, that the rate of interest chargeil hereunder shall never be
greater than the Maximum Law(ul Rate. The present rale of interest computed by such formula is % per annum. Any
change in the Base Rate by Bank shall be effeCtive for purposes of changing the rate of Interes► which this Note bears as
of the date of lhe change of such Base Rate unless othenvise stated as fqllows:
All past-due principal and interesl shall bear interest at lhe Maximum Lawful Rate.
This Note is payable on demand, but If no demand is made, then this Note is payable as follows: In 59 monthly inslallments of
$3,266.66 each,.including principal and interest; each installment when paid shall be credited first to the payment of accrued
interest, and the remaining balance to the reduction of principal; the first installment being due and. payable on or before the
20th day of January, 2003, and a like instaliment being due and payable on or before the 20th day of each succeeding monih
thereafter until December 20, 2007, when the entire sum, both prinoipal and accrued interest, shall be wholly due and payable.
It is expressly provided and stipulated that notwithstanding any provision of this Note or any other instrument evidencing or securing
the loan herein set forth, in no event shall the aggregate of all interest paid or contracted to be paid to Bank by the under$igned (or eny
guarantors or endorsers) ever exceed the maximum amount of interest which may lawfully be charged the undersigned by Bank on lhe
principal balance of this Note from time to time advanced and remaining unpaid. In this connection, it is expressly stipulated and agreed
that it is the inient of Bank and lhe undersigned in the execution and delivery of this Note to contract in stricl compliance with applicalile
usury laws. In furtherance lhereof, none of the terms of'this Note or said other instruments shall ever be construed to create a conlract ta
pay interest at a rale in excess of the Maximum Lawful Rate for ihe use, forebearance or detention of money. The tertn "Maximum Lawful
Rate" as used herein, shall mean the maximum nonusurious rate oi interest which may lawfully be charged the undersigned by Bank under
applicable law, and, in interpreting lhe Maximum Lewful Rate, Bank may rely upon the "indicated rate ceiling" in eifect from time to time
as defined in Vemon's Ann. Civ. St. art, 1,04(a) as limited and modified by Vemon's Ann. Civ. St. art. 1..0.4(b). ln determining whelher the
loan evidenced by this Note is•usurious under applicable law, all interest at any time contracted for, charged, or received Irom the
undersigned iri connectlon with the loan evidenced by this Note shall be amortized, proreted, allocaled, and spread in equal parts during
the period of the full staied term of ihis Nole, Howeyer, in the event that this Note is paid in full by the undersigned (or any guarantors or
endorsers hereo� prior to the end of the full stated tertn of this Note and in the evenl the interest received by Bank for the actual period
of the existence of the loan exceeds lhe Maximum.LawFul Rate, Bank shall, at its option, either refund to the undersigned the amount of
such excess or credit lhe amount of such excess against any amounts owing by the undersigned under this Note. In addition, if, from any
circumstances whatsoever, fulfillment of any provision hereof, or of the Deed of Trust, Security Agreement and Financing Stetement
securing this Note, or of any other instrument securing this Note, or of any other agreement referred to herein or executed pursuanl to or
in connection with this' Note, at ihe time performance af such provisians shell be due, shall invalve transcending the limit of validity
prescribed by applicable law, then, ipso faclo, the obligation to fulfill shall be reduced to the limit of such validity, and if from any
circumstances Bank shall ever receive as interest an amount which would exceed the Maximum Lawful Rale, such amount which would
be excessive inlerest shall, at ihe option oi Bank, be refunded to the undersigned or be appiied to the reduction of ihe unpaid principal
balance due hereunder a�d not to the payment of interesl. The provisions of this paragraph shall supersede all other provisions of this Note
and all provisions of other instrume�ls evidencing or securing the loan evidenced by this Note, should such provisions be in apparent
conflict herewith.
The undersigned (including endorsers) are to be regarded as principals so far as their liability to Bank is concerned and all such persons
agree that Bank and' any one or more of ihe undersigned may at any time renew and extend the date of maturity hereof or modify the
method of payment herein without notice of such fact to any others of undersigned (including endorsers) who shall remain severally bound
for the payment hereof, and agree that any end all security interests, mortgages, deeds of trust or other Ilens given for ihe payment hereof
by the undersigned at any lime shall remain in full force and effect as security for the payment of any renewal or extension of this Note or.
any part thereof. THE UNDERSIGNED AND ALL ENDORSERS,.SURETIES AND GUARANTORS HEREOF, AS WELL AS ALL
PERSONS TO BECOME LIABLE ON THIS NOTE, HEREBY JOINTLY AND SEVERALI:Y WAIVE ALL NOTICES OF NONPAYMENT,
DEMANDS FOR PA`IMENT, PRESENTMENTS FOR PAYMENT, NQTICES OF INTENTION TO ACCELERATE MATURITY, NOTICES
OF ACTUAL ACCELERATION OF MATURITY, PROTESTS, NOTICE5 OF PROTEST, AND ANY OTHER DEMANDS OR _NOTICE OF
ANY KIND AS TO THIS NOTE, DILIGENCE IN COLLECTION HEREOF AND IN BRINGING SUIT HEREON AND AtJY NOTICE OF, OR.
DEFENSE ON ACCOUNT OF, THE EXTENSION OF TIME OF PAYMENTOR CHANGE IN THE METHOD OF MAKING PAYMENT, AND
WITHOUT FURTHER NO710E HEREBY CONSENT TO ANY AND ALL RENEWALS AND EXTENSIONS IN THE `fIME OF PAYMENT
HEREOF EITHER BEFORE OR AFTER MATURITY AND THE RELEASE OF ANY PARTY PRIMARILY OR SECONDARILY LIABLE
HEREON. As to any exlension or renewal, lhe rate of inleresl thereon may be changed and/or fees in consideration of loan extensions may
be imposed and any related right or security therefore may be waived, exchanged, surrendered or otherwise dealt with, and any of the acls
mentioned in said renewal notes may be done all without affecting the liability of the undersigned or lhe liability of any endorsers, sureties,
or guarantors hereof, each of whom agrees io remain liable under said renewal note until the debt represented thereby is actually paid in
full to Bank. The undersigned agree ihat Bank's acceptance of partial or delinquent payments, or failure of Bank to exercise any right or
remedy contained herein or fn eny instrumenl given as security for the payment of this Note shall �ot be a waiver of any obligation of the
undersigned to Bank or constitute waiver o( any similar defaull subsequently occurring. The undersigned and all surelies, endorsers, and
guarantors of this Nole agree lo any substitution, exchange or release of any collateral given as security for this Note or the release of any
party primarily or secondarily liable hereon, and further agree that it will not be necessary for Bank, in order lo enforce payment ot this Note,
to first institute suit or exhausl its remedies against any maker or others liable herefor, or to enforce its rights againsl any security herefor.
The undersigned expressly agree ihat in lhe event of defaull in the payment of this Note or of any installment of principal and/or interest
of this Note when due, or upOn the occurrence of an Event of Default under the Deed of Trust, Security Agreement and Financing
Statement being executed simultaneously herewith, or in the event of default in the performance of.any of the terms, covenants or
�conditions contained in any olher instrument or instruments given as security for the payment of this Note, or upon failure of the
undersigned to pay when due any amounts owing under such other Instrument, or in the event Bank, in good faith, deems itself insecure
or otherwise believes lhat the prospect oF payment or performance of this Note or any of its terms are impaired, or if any event occurs or
condition exists which aulhorizes the acceteratlon of•the malurity hereof under any other agreement made by the undersigned with Bank,
or if any representation, warranty or cerlification made by the undersigned with Bank, or if any representation, warra�ty or certification made
by the undersigned in any cerlificate, financial slatement or other instrument pursuant hereto shall prove to have been Incqrrect in any
material respect upon the date when made; or if the undersigned (fncluding endorsers, sureties, and guarantors) shall admit in writing an
inability to pay lhis Note when due or shall make an assignment for the benefil of creditors; file a petition in bankruptcy, peiiQon or apply
to any tribunal for the appolntment•of a custodian, receiver or any lrustee for it or a substantial pa�t of Its assets, or shall commence any
proceeding under any bankruptcy, reorganizalion, arrangement, readJustment of debt, dissolution or Ifquidation law or stalute of any
jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or applicalio�, or any such proceeding shall
have been commenced against it, in which an order for rellef is entered or which remains undismissed for a period of thirty days or more;
or if the undersigned, (including endorsers, sureties and guarantors) by any act or omission shall indicate its consent to, approval of or
acquiescence in any such petition, application or proceeding or order for relief or the appointmenl of a custodian, receiver or any trustee
for ft or any substantial parl of any of its properties, or shall suffer any custodianship, recefversfiip or trusteeshfp to continue undischarged
for a period of thirty days or more; or if the undersigned, (including endorsers, sureties and guarantors) shall generally nat pay its debls
as such debts become due; br if lhe undersigned, (Including endorsers, sureties and guarantors) shall have concaaled, removed, or
permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any oF them, or made
or suffered a transfer of any of its property whfch mey be fraudulent under any bankruptcy, fraudulent conveyance or simllar law; or shall
have made any transfer of its property to or for the benefit of a creditor at a time when olher creditors similarly situated have not been paid;
or shall have suffered or permitted, while insolvent, any creditor to obtai� a lien upon any of its property through legal proceedings or
distraint which is not vacaled wilhin thirty days from the date thereof, then, end In, that event, Bank may, at ils option, wi{hout noNce of
nonpayment, demand of payment, presentment for payment, notice of intention to accelerate maturity, nolice of maturity, prolest, notice
of protest, or any other demand or nolice of any kind, all of which are hereby expressly waived, declare lhe principal of ihis Note, or so
much lhereof as may remain unpaid at the time, and all interest then accrued thereon at once due and payable, and Bank may immedlalely
exercise ils right of selofl as described below. In the event default is made in the prompt payment of this Nole when due.or declared due,
or the same is placed in lhe hands of an attorney for collection, or suit is brought on same, or the same is collected through any judicial
proceeding whalsoever, or if any action of foreclosure be had hereon, then lhe undersigned, jointly and severally, agree and promise to
�pay to Bank, in addition to the other amounts due hereunder, an additional sum of not less than fifteen percent (15%) of the unpaid principal
and interest then due on thls Note as attorney's fees plus all expenses incurred in conhection with the protection or reaBzation of the
collateral pledged as security for repayment of the indebtedness reflected herein or enforcement of any guaranty incurred by Bank on
account of such collection whether or not suit is filed hereon.
The provisions of this Note are binding on the heirs, executors, administrators, successors and assigns of the undersigned (including
endorsersj and shell inure to the benefit of Bank and any olher holder hereof, and their respective successors and assigns and such
provisions shall be conslrued pursuanl to the laws of the State of Texas. The term "Bank" as used herein shall inolude any subsequent
'owner or holder of ihis Note except when in reference to the "Base Rate" which shall always be intended to mean the Base Rate of Summi!
Bank, N.A. The agreements contained herein are fully performable in Tarrant County, Texas.
As further security for this Nofe, and all other indebtedness whfch• may at any time be owing by the undersigned (and any endorsers
hereo� to Bank or other holder hereof, the underslgned (and any endorsers hereo� give to Bank, or other holder 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 custody or control of Bank or other
holder hereof (including, without Iimitalion, all deposils and accounts) and Bank may and is aulhorized to retain and apply said money to
the payment of this Note and/or to 1he payment oF such other indebtedness, in such order as Bank may, In its sole discretion, determine.
Additionally this Note is secured by a Deed of Trust, Security Agreement and Financing Statement of even date herewilh to S. TOM
SENOR, as Trustee, covering certain real estate located in the County of Tarrant, State of Texas and descrlbed as follows:
All of Granlor's right, tlYle and inlerest in and �o those cartain Lease Agreements (and any and all Amendments therto) as set (orth on Exhlblt'A',
altached hereto and {ncorporated heretn (or all purposes, being Lease Agreements by and behyeen the City of Fort Worth, as Lessor, and Don
E. Hanse, as Lessee, and relating lo certain tracts or parcels of land located at Meacham Field, a municipel airport in the City of FoA
W orth, Texas, said real property relating to and being the subject of the Lease Agreements being described on Exhibit "B", "C", "D",
and "E", attached hereto and incorpo�ated herein for all purposes.
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN TME PARTIES AND MAY NOT BE
CQNTRADICTED BY EVIDENCE OFPRIOR, _
CONTEMPORANEOUS, OR SUBSEQUENT ORAL ,
AGREEMENTS OF THE PARTIES. .
THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
The undersigned:
�����
DON E. HAN� • .
4000 North Main Street
Fort Worth, Texas 76'106
GFq ATC 2002 DB 717962-A (B27)
THE STATE OF TEXAS
COUNTY OF TARRANT
Summit Bank, N.A.
DEED OF TRUST
SECURITY AGREEMENT
FINANCING STATEMENT
Thls inslrument is entered into between the undersigned (hereafter' called "rytortgagor') and S. TOM SENOR (hereafter called
"Trustee"), as trustee for the benefit of Summit Bank, N.A. (hereafter called "Bank").
SECTION 1. DEFINITIONS.
1:1 The term "Mortgaged Premises" means the following described real property and personal property which is orwlll become fixtures
(list personal property by item or type):
All of Grantor's right, tltle and Interest in and to those certain Lease Agreements (and any and all Amendments ihereto)
as set forth on Exhibit "A", attached hereto and incorporated herein for all purposes, being Lease Agreements by and
between the City of Fort Worth, as Lessor, and Don E. Hansen, as Lessee, and relating to certain tracts or parcels of
land located at Meacham Fieid, a municipal airpoR in the City of Fort Worth, Texas, said real property relating to and
being the subject of lhe lease Agreements being described on Exhihit "8", "C", "D", and "E", attached hereto and made
a part hereof for all purposes;
togetherwith all heating, plumbing, refrigeretion, Iighting fixtures, equipment and/orappliancas now, orhereafter, attached to or used
in connection with the above described real property, end all buildings and all improvements now or hereafter plaoed upon such
praperty and all appurtenances, servitudes, rights, ways, privileges, prescriptions and advantages in any way thereunto belonging
to or appertaining (but not consumer goods, other than accessories, act�uired by Mortgagor more than ten (10) days after date
pursuant to Art. 9.204 of the Texas Business end Commerce Code.)
1:2 The term "Obligations' means:
A.A promissory note dated December ZD, 2002, in lhe principal sum a shown on said note executed by DON E. HANSEM
(hereinafter called "Borrower") and payable to the order of Bank at its office in Fort WoRh, Texas, or such other place as the holder
of the note may designate, with interest as therain specified and on terrns as therein contained;
B. All promissory �otes evidencing additlonal loans which Bank may hereaffer make to Borrower (although it is understood that
• Bank is under no obligation to do so;
C. All other indebtedness and liabilities of all kinds of Borrower to Bank now exisling or hereafter arising,. whether fixed or
contingenf, joint and/or several, direct or indirect, primary or secondary, and regardless oF how created or evidenced;
D. All sums advanced or costs or expenses incurred by Bank (whether by it directly or on its behalf by the trustee) which are made
or incurred pursuant to, or allowad by the terms of this instrument, plus interest thereon at the, rate of len percent (iD%) pe� annum
from the date paid until reimbursed; and .
E. All renewals and extensions of all of the above whether or not Borrower executes any renewal or extension agreement.
1:3 The term "Mortgagor" means the party signing this Deed of Trust. If, however, the party signing this Deed of Trust and the party
executing any or all fo the Obligations referenced in Section 1:2 above are different, then all reference to "Mortgagor' herein shall,
i�so facto, also mean "and/or the party executing any or all of the Obligations".
SECTION II. CONVEYANCE IN TRUST.
In consideration of Bank's advancing or extending to Borrower the funds or credit constituting the Obligations and in fuRher
consideration of the mutual covenanls herein contained, Mortgagor by this instrument conveys to Trustee the ahove described Mortgaged
Premises, in trust, for lhe purpose of securing such Obligations. TO HAVE AND TO HOLD the Mortgaged Premises, together wifh the
rights, privileges and appurtenanoes thereto belonging unto the Trustee and his substitutes or successors forever, and Mortgagoris hereby
bound to warrant and forever defend the MoAgaged Premises unto the 7rustee, his substitutes or successors and their assigns, against
the claims oF all persons claiming any interest in the Mortgaged Premises or any part thereof. '
SECTION III. ADDITIONAL SECURITY.
As additional security for the payment of the Obligations, Mortgagor hereby transfers and assigns unto Bank:
A. All judgmenls, awards of.demages and settlemenls hereinafter made resulting from condemnation proceedings or the taking
of all or any part of the Mortgaged Premises under the power of eminent domain, or for eny damage (whether caused by such taking
or otherwise) to the Mortgaged Premises or any part thereof, or to any rights appurtenant thereto, including any award for change
of grade of streets, Bank is hereby aulhorizad, but shall not be required, on behalf and in the name of Mortgagor, to execute and
deliver acquittances for, and to appeal from, any such )udgments or awards. Bank may apply all such sums or any paA thereof so
received, after ihe payment of all expenses, including costs and attomeys' fees, on the Qbligations in such manner as Bank elects.
B. All bonuses, rents and royalties accrued or to accrue under, all oil, gas or mineral leases, now �xisling or which may herea(ter
come into existence on or at the Mortgaged Premises. Mortgagor directs payments of the same to Bank, at the option of Bank and
upon written demand of Bank lherefor, to be applied to the�Obligations until pald fn full, whether due or not, and whether before or
after any default under the terms of Ihis instrument or the Obligations.
C. All rents, issues and profits of Ihe Mortgaged Premises, including, but nol limited to, all unsevered crops, or Mortgagors interest
therein. Mortgagor direcls payment of same to Bank to be applied to the Obligations until pafd in full, whether due or not. This
assignment shall become operativa upon any deFault oF Mortgagor under the terms of this fnstrument or the Obligations and shall
remain in full force and effect so long as any default continues in the manner of making any of the payments or the performance
of any of the covenants set forlh in this instrument or in the Obligations.
SECTION IV. MORTGAGOR'S REPRESENTATIONS AND WARRANTIES.
In order to induce Bank to extend orcontinue the indebtedness represented by the Obligations, Mortgagor represents and covenants
that:
A. Accurate Loan Informatlon. All informalion contained in statements furnished or to be fumished Bank by or on behalf of
Martgagor in connection with the Obligations secured by this instrument is or will be complete and accurate;
B. Valld Titis. Mortgegor has valid and'indefeasible title to the Mortgaged Premises and has a legal right to grant and convey
same to Trustee for the beneflt of Bank; and Mortgagor shall, if requested by Bank, execute all proper additfonal assurances,of title;
C. Free From Encumbrances. The Mortgaged Premises are free from all liens, security lnterest or other encumbrances except
as specifically set fo�th above or as permitted by the provisions of Paragraph D of Section V;
D. Property Included as Fixtures. All awnings, door and window screens, storm windows and doors, manteis, cabinets; rugs,
carpeting, linoleum, wall and in-a-door beds, stoves shades, blinds, oil and other fuel-burning syslems and equipment, water
heaters, radialor., covers, and all plumbing, heating, Ilghting, cooking, ventilatlng, cooling, ait-conditioning and refrigerating
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 1
Rev. 7-26-02 Borrowe�s
apparatus and equipment, and such goods and chattels and personal property as are usually furnished by landlords in letting
an unfurnished building, or which are or shall be attached to said building 6y nails, screws, bolts, pipe corinections, masonry
or in other manner, and all additions thereto and replacements thereof, and such built-in equipment as shown by plans and
specifications, are and shall be deemed to be fixtures and accessions to the Mortgaged Premises, being hereby agreed to be
immovables and a paA of the really as belween the parties hareto, and shall be deemed to be a part of lhe Mortgaged
Premises, subject only to lhe above Iimitalion as to consumer goods; and
� E. Envlronmental and Hazardous Substances.
(1) 7he Martgaged Premises and the operations conducled thereon do not violate any applicable law, statute, ordinance, rule,
regulat(on, order, or determination of any Govemmenlal Authority or any restrictive covenant or deed restriction (recorded or
othervvise), including, without limitation, all applicable zoning ordinances and buildtng codes, flood disaster laws, and
Environmental Laws. '
(2) W ilhout limitation of (1) immediately preceding, [he Mortgaged Premises and operations conducted thereon by the curre�!
owner or operator of such Mortgagetl Premises are not in violetion of or subject to any exfsting, pending, or ihreatened acUon,
suit, investigation, Inquiry, or proceeding by any governmental or nongovernmental entity or person or to any remedlal�
obligations undAr any Environmental Law. � '
(3) The Mortgaged Premises do not contain any Hazardous Substance.
(4) Morigagor has taken all steps necessary to determine and has determined that no Hazardous Substences have been
generated, treated, placed, held, located, or otherwise released on, under, from; or about the Mortgaged Premises.
(5) Mortgagor has not undertaken, permitted, authorized, or suffered, and will not undertake, permit, authorize, or suffer, the
presence; use, manufacture, handling, generation, trensportalion, storage, treatment, discharge, release, buria(, or disposal
on, in, unde,r, irom or about the Mortgaged Premises of any Hazardous Substance or the transportation to or from ihe
Mortgaged Premises of any Hazardous Substance,
(6) There is no pending or threatened Iitigation, proceedings, or investigations before or by any administralive agency in which
any person or entity alleges or is investigaling any alleged presence, release, threat oErelease, placemenl on, in, under, trom
or about the MoRgaged Premises, or the manufacture, handling,, generalion, transportatibn, storage, treatment, discharge,
burial, or disposal on, under, from or about the Mortgaged Premises, or the transportation to or from the Morlgaged Premises,
of any HazaPdous Substance.
(7) Mortgagor has not received any notice, and has no actual or constructive knowledge, that any Governmenfal Aulhority or
any employee or agent thereof has delermined, or threatens ta determine, or is investigating any allegation that there is a
presence, release, threat o( release, placement on, in, under, From or about the Mortgaged Premises, or the use, manufacture,
� handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, in, under, irom or about the
Mortgaged Premises, or lhe lransportalion to or from the Mortgaged Premises, of any Haiardous Substance.
(8) •7here have been no cornmunications or agreements wilh any Governmental Authority or any private entity, including, bul
not limited to, any prior owners or operators of the Mortgaged Premises, relating in any way to the presence, release, ihreat
o( release, placement on, under or about the Mortgaged Premises, or the use, manufacture, handl(ng, generatfon,
transpartation, storage, treatment, discharge, burial, or disposal on, in, under or about the Mortgaged Premises, or the
transportation to or irom the Mo�tgaged Premises, of any Hazardous Substance.
� (9) Neither Mortgagor nor, lo the best knowledge, information and belief of Mortgagor, any other person, including buf nol
limited to, any predecessor owner, tenant, licensee, oecupant, user, oroperatorof all or any portion of the Mortgaged Premises,
has ever caused, permitted, authorized, or suffered, and MoRgagor will not cause, permit, authorize,�or suffer, any Hazardous
Substance to be placed, held, located, or disposed of, on, in, under or about any other real property, all or any po�tion of which
is legally or 6eneficially owned (or a�y interest or estate therein which is owned) by Mortgagor in any jurisdiction now or
hereafler having in eHect a so=called "superlien" law or ordinance or any part thereof, the effect of which law or ordinance would
be t"o create a lien on the Mortgaged Premises to secure any obligatlon in connection with the "superlien" law of such other
jurisdiction.
(10) Mortgagor has been issued all requfred federal, state, and local licenses, certificates, or permits relating to, and Mortgagor
and ils facilities, business assets, propertyr leaseholds, and equipment are in compliance in all respects wifh all apµlica6ie
• federal, state, and local laws, rules, and regulations relating to, air emissions, water discharge, noise emissions, solid or Ifquid
waste disposal, hazardous waste or materials, or other envfronmental, health, or safety matters.
F: Representations, Warrentfes and Covenants of Corporate Mortgagor. If Mortgagor is a corporation: (1) it is, and shall
continue to be (a) duly organized and existing under the laws of the state in which it is incorporated, (b) duly authorized to execute
and deliver the written instruments comprising the Obligations and ihis instrument and to observe and perform its duties thereunder
and hereunder; (2) its officers executing lhe instruments comprising part or all of the Obligations are the legally elected, qualified
and acting officers of the corporation and have been expressly authorized to execute such instruments hy cesolution of the
corporation's board of directors; and (3) it shall. no[, without Bank's prior written conse�t, reorganize, consolidate or merge with any
other corporation. ' .
SECTION V. .MORTGAGOR'S COVENANTS.
As long as any of ihe Obligations remains unpaid, Mortgagor shall (at Mortgagor's own expense):
A. Maintaln Premises and Permit Inspectfon. Cause the Mortgaged Premises to be maintained in good condition and cause
to be made all repairs, renewals, replacements, additions and improvements thereof or thereto and permit lhe Trustee and Bank
(through its agents and employees) to enter Into or upon the Mortgaged Premises for the purpose of investigating and inspecting
the condition and operation of the Morigaged Premises; provided, however, Mortgagor shall not make any material alterations to
the MoRgaged Premises without Bank's prior written consent.
B. Prevent Vacancies. Keep occupied habitable improvements on the Mortgaged Premises so as not to impair the insurance
carried thereon, and in the event a�y such improvements become vacant and remain vacant for more than thirty consecutive days,
Bank may require the Trustee to take possession of such improvements, rent them, and the rent so received, less the reasonable
costs end expenses of collection thereof, shall be applied as part payment of the Obligatlons.
C. No Sale of Premises. Not sell, assign or convey any part or all of the Mortgaged Premises (regardless of whether the buyer
orassignee "assumes" ihe Obligations ortakes the Mortgaged Premises "subjectto"such Obligations) without firsto6laining Bank's
priorwritten consenh provided, however, this paragraph shall not,apply to sales of standard inventory items in the ordinary course
of Mortgagor's business. �
D. Prevent Other Encumbrances. Cause the Mortgaged Premises to be debt free and clear of Ilens, charges, securily interests,
and encumbrances otevery character otherthan: (1) the liens and otherencumbrances created oracknowledged by this instrument;
(2) taxes constilutfng a iien hut not yet due and payable; (3) defects or irregularities in title, and Ilens, security interest, charges or
encumbrances which in Bank's opinion are not such as, to interfere materially with the development, operation or value of the
Mortgaged Premises and not such as to affect materially title thereto; (4) those being contested in good faith by MoRgagor in such
manner as not to jeopardize Bank's righls in and to the Mortgaged Premises; and (5) those consented to in writing by Bank.
MoRgagor covenants that it shall preserve and maintain the I(ens and olher encumbrances hereby created as a first and prior lien
or encumbrance on the Mortgaged Premfses.
E. Carry Insurance. Carry, with good and solvent insurance companies salisfactory to Bank and In amounts satlsfaatory to Bank;
ihe broadest available form af "all risks" or"special form" property insurance in respect of the improvements now or hereafter localed
on the Mortgeged Premises and all furniiure, fixtures, equipment, merchandise and all other items of Mqrlgagor's personal propeAy
In, on, at o� about the Mortgaged Premises agafnst loss or damage by fire, windstorm, and any other hazards as may reasonebly
be required from time to time by Bank during lhe lerm of the Obligations hereby secured to lhe extenl of the iull replacement cosl
(now, wilhout deduction for depreciation) of the covered items and propeAy, in such form and wilh such insura�ce company or
companies as may be approved by 8ank. All such insurance shall name Bank as mortgagee and loss payee iherein, as its interest
may appear, and all such insurance shall conlain such standard mortgage clauses as are acceptable to and approved by Bank.
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 2
Rev. 7-26-02
Borrower's Ini ials
Mortgagor shall also deliver renewals of such pollcies to Bank at least fifteen (15) days before any such insurance policles shall
expire. All such insurance policies shall provide the maximum prior written notice to Bank of cancellation which the insurance
companies will provide. Mortgagor hereby assigns to Bank all of Mortgagor's rights, title and interes.t in all such policles of insurance
and aulhorizes Bank to collect for, adjust or compromise any losses under any insurance policy on the Mortgaged Premises; and
all loss proceeds (less expenses of collection) shall, at Bank's option, be applied to payment of the Obligations (regardless of
whether the Obligations, or any parl lhereof, are then due) or lo the restoration of the Mortgaged Premises, or may be released to
Mortgagor, but any such applicalion of release shall not cure or waive any default. Additionally, obtain and maintain and keep ire
full force and eHect ihe broadest form o( commerafel general liability insurance providing coverage against (among others) bodfly
fnjury and disease, including death resulting therefrom, personal injury and property damage, written on an "occurrence" basis wftii .
� respect to the business and any other aativities carried on, in or from the Mortgaged Premises and wilh respect to Mortgagors use
and occupancy thereof.
F. Pay Recording Expenses and Malntain Liens. File at Mortgagor's expense this and every other instrument in addition or
supplement hereto Including applicable financing statements In such o�ces and at such times and as often as may be �ecessary
in Bank's opinlon to preserve, protect and renew the liens and other encumbrances herein created as a first Ilen or prior
encumbrance on real or personal property as the case may be; and Mortgagor shall do end perform all matters or things necessary
or expedient to be done or observed by reason of any law or regulation of any State or of the United States or of any other competenl
authority for lhe purpose of etfectfvely creating, mai�taining and preserving the liens and other encumbrances created herein;
G. Pay Charges Accruing to MoRgaged Premises. Promptly pay or cause to be paid when due and owing: (1) all renlals in
respect of the Mortgaged Premises; (2) all expenses including insurance premfums incurred in or arising from the normal use and
ownership of the Mortgaged Premises; (3) all taxes, assessments and governmental charges legally imposed upon lhe Mortgaged
Premises, the interest therein created by this instrument, or upon Mortgagor in connection with the normal use and operation
of the Morigaged Premises; and (4) exhib(t receipts showing payment of all such items to Bank; provided, however, if prepayment
deposits are required as a result of Paragraph H. below, the obligations imposed by thls paragraph shall be deemed to have been
satisfied by Mortgagor's making such prepayment deposits as and when due, and it will be unnecessary for Mortgagor to exhibit
Bank receipis showing payment of such items:
H. Reserve for Expenses. If Morigagor's inilials are contained in this blank , depositwith Benk wlth and in addition .
• to installment payments made by Borrower on the Obligations (if any) a sum equal to one-twelfth of ihe estimated annual ground
rents, taxes, hazard insurance premiums and other charges referred to in Paragraph G, above neutdue on the Mortgaged Premises.
If the amount so paid is not sufficienl to pay such items as and when they become due, then Mortgagor shall deposit immedialely
with Bank an amounl sufficient to pay such items. If there occurs an "Event of DefaulP as hereafter defined, Bank may at any time
thereafter apply lhe balance lhen remaining of the funds accumulated under this.provision as a credit against the amount than
remaining unpaid under the Qbligations. No inlerest shall accrue or be allowed on an payments made under the provisions of this
paragraph.
I. Construotion Loan. If Mortgagor's initials are conlained in this blank , Mortgagor covenants that parl or all
of the Obligations being advanced by Bank to Borrower will be used to eons ruct and complete cerlain improvements on the
•. Mortgaged Premises according lo plans and specifications submitted by Mortgagor to Bank, and any such improvements, all
materials and supplies placed on the Mortgaged Premises, and the Mortgaged Premises themselves shall be impressed with, and
the same are here6y impressed wilh and. charged with, not only the liens created by this instrument, but in addilfon thereto an
express Mechanic's Materialman's a�d Laborer's Lien for all advances made hereunder; with the express understandfng that failure
to complete the improvements as agreed shall not invalidate such liens but they shall remain in full force and effect as security for
payment in full of the Obligations; and Mortgagor shall further carry workmen's compensatlon insurance and public liability and
property damage insurance in amounls and with companies satisfactory to Bank and subject to the same requirements contained
in Paragraph E above dealing with insurance on the Mortgaged Premises.
J. Environmental and Hazardous Substances.
(1) not use, generate, manufacture, produce, store, release, discharge, treat, or dispose of on, in, under, from or about lhe
Mortgaged Premises or lransport to or from the Mortgaged Premises any Hazardous Substance (as hereinafterdefined) orallow
any other person or entity to do so;
(2) keep and maintain the Mortgaged Premises in compliance with, and shall not cause or permit the Mortgaged Premfses to
• be in violation of, any Environmental Law;
(3) establish and maintain, at Mortgagor's sole expense, a system to assure and monitor continued compliance wilh
Environmental Laws (as hereinafter defined) and the exclusion of Hazardous Substances from the Mortgaged Premises, by
any and all owners or operators of the Mortgag�d Premises, which system shall include annual revlews of such compliance
by employees or agenls of Mortgagor who are familiarwith the requirements of Environmental Laws and, at the request of Bank
no more than once eacfi year, a detailed review of such compliance of the environmental condition of the Mortgaged Premises
(the "Environmental RePort") in scope satisfactory to Bank by an environmental consulting firm approved in advance by Bank;
provided, however, that if any Environmental Report indicates any violation of any Environmental Law or a need for Remedial
Work, such system shali include at the request of Bank a delalled review of the status of such violaiion (e "Supplementel
Report") by such environmenta� consultanL Mortgagor shall fumish an Environmental Repo�t or such Supplemental Report ta
Bank within sixty (60) days after 8ank so requests, together with such additional information as Bank may reasonably request;
(4) give prompt written notices to Bank of: (a) any proceedfng or inquiry by any governmental or nongovemmental enlity or
person with respect to the presence oF any Hazardous Substance on, in, undar, trom or about the Mortgaged Premises, the
� migration thereo( irom or to other property, the disposal, storage, or treatment of any Hazardous Substance generated or used
on, under or about the Mortgaged Premises; (b) all claims made or threatened by any third party against Mortgagor or the
Mortgaged Premises or any other owner or operator of the Mortgaged Premises relating to any loss or injury resulting from any
Hazardous Substance; and (c) Mortgagor's discovery of any occurrence or condition on any real property adjoining or in the
vicinily of the Morlgaged Premises that could cause the MoRgaged Premises or any part thereof to be subject to any
investigation or cleanup of the Mortgaged Premises pursuant to any Environmental Law;
(5) permit Bank to join and parlicipate in, as a paHy if it so elects, any legal proceedings or actions initiated with respect to the
Mortgaged Premises in connection with any Environmental Law or Hazardous Substance, and Mortgagorshall pay all attorneys'
fees incurred by Bank in connection therewilh;
' (6) if any Remedial Work is reasonably necessary or desirable in the opinion of Bank, Mortgagor shall commence and
thereafter diligently prosecute to completion all such Remedial W ork within thirty (30) days after written demand by Bank for
performance thereof (or such shorter period of time as may be required under any legal requl�ement). All Remedial Work shall
be performed by contractors approved in advance by Bank, and under the supervision of a consulting engineer approved by
Bank. All cosls and expenses of such Remedial Work shall be paid by MoRgagor including, without limitation, Bank's
reasonable attorneys' fees and costs incurred in connection with monitoring or review of such Remedial Work. If Mortgagor
shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedlal Work,
Bank may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expens.es thereof, or
incurred in connection therewilh, shall become part of [he Indebiedness.
(7) The term "Mazardous Substance" shall mean any substance, product, waste, or other material which is or becomes listed,
regulated, or addressed as being a loxic, hazardous, polluting, or similarly harmful substance under any Environmentai Law,
fncluding without limitation: (a) any substance.inc�uded within the definition of "hazardous waste" pursuant to SecUon 1004 of
RCRA; (b) any substance, included within the definition of "hazardous substance" pursuant to Section 101 of CERCLA; (c) any
. substanceincludedwithin(1)lhedefinitionof"regulatedsubstance"pursuanttoSection26.34'2(11)ofTWC;or(2)ihedefinition
of"hazardous substance"• pursuant to Section 361.003(11) of THSC; (d) asbestos; (e) polychlorinated biphenyls; (� petroleum
products; (g) underground storage tanks, whefher empty, filled or partially filled with any substance; (h) any radioactive
materials, urea f.ortnaldehyde foam insulalion or radon; (i) any substance included within the definition of "waste" pursuant to
. Section 30.003(b) of TWC or "pollutant" pursuant to Section 26.001(13) of TWC; and Q) any other chemlcal, material or
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 3 ,�f l z%�
Rev, 7-26-02 Borrowe�'s Initlals
substance, the exposure to which is prohibited, Nmited or regulated by any Govemmental Authority on the basis that such
chemical, material or substance is toxic, hazardous or harmful to human health or the environment.
'. (8) The term "Environmental Law" shall mean any federal, state, or local lew, statute, ordinance, or regulatlon, whether now
or hereafler in effect, pertaining to health, industrial hygiene, or the environmental conditions on, under, or about the Mortgaged
Premises, including without limitation, Ihe following, as now or hereafter amended: Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. § 9601, et sea.; Resource, Conservation and Recovery Act
("RCRA"), 42 U.S.C. § 6901, et sea., as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"),
Pub. L. 99-499, 100, Stat. 1613; the Toxic Substances Cantrol Act, 15 U.S.C. § 2601, et sea.; Emergency Planning and •
Community Right to Know Act of 1986, 42 U.S.C. § 1101, et sect.; Clean Water Act ("CWA"), 33 U.S.C, § 1251, et se .; Clean
Air Act ("CAA"); 42 U.S.C. § 7401, et se .; Federal W ater Pollution Control Act ("FW PCA"), 33 U.S.C. § 1251, el sea.; and any
corresponding state laws or ordinances including but not limited lo the Texas Water Code ("TWC") § 26.001, el sea.; Texas
Health & Safety Code ("THSC") § 361.001, et sea.; Texas Solid W aste Disposel Act, Tex. Rev. Civ. StaE. Ann. art. 4477-7; and ,
regulations, rules, guidelines, or standards promulgeted pursuant to such laws, stalutes and regulatfons, as such statutes,
regulations, rules, guidelines, and standards are amended irom time to time. .
(9) The term "Remedial Work" shall mean any investigation, site monitoring, conlainment, cleanup, removal, restoration, or
other work of any kind or nalure reaso�ably necessary in lhe sole opinion of Bank under any applica6le Environmental Law or
• desirable In connecpon with the current or future presence, suspected presence, release, or suspected release of a Hazardous
Substance in or into the air, soil, ground weter, surFace water, or soil vapor at, on, about, under, or within the Mortgaged
Premfses, or any part the�eof. The paRies contemplate that any Remedlal W ork will result in decontamination of lhe Mortgaged
Premises to permit any future use of the property, including as residential property, arid shall not comprise any restrictions or
. eondifions in connection with fulure developmenl of the Mortgagad Premises. •
(10) THE COVENANT CONTAINED IN THIS SECTION V.J. SHALL SURVIVE THE RELEASE OF THE LIEN OF THIS DEED
OF TRUST, OR THE EXTINGUISHMENT OF THE LIEN BY FORECLOSURE OR ACTION IN LIEU THEREOF.
SECTION VI. PROVISIONS REGARDING SECURITY INTEREST IN FIXTURES, .
To the extent permitted 6y law, this instrument also shall be construed to be a security agreement whereby and whereunder
Mortgagor creates and grants to Bank, as Secured Party, a security interest in and to all fixtures and improvements now'or hereafter erected
� upon or a�xed to the Mortgaged Premises as addi8onal (but not substituted) security and collateral for payment of the Obligations. As
Secured Party, Bank shall have all of the rights, remedies and reliefs accorded lo a 5ecured Party under the Texas Business and
;Commerce Code (and particularly, the Texas Uniform Commercial Code), including, but not limited to, the right to require the Mortgagor
to assemble the collateral and make il available to Bank, as Secured PaAy, al a place to be designated 6y Bank, as Secured Party, which
is reasonahly convenient to 9ank and to Mortgagor. In addition, this instrument also shall be construed to be a Financing Statement, This
instrument is to be filed for record in the Deed of Trust Records of Tarrant County, Texas, and fa such other place or places as Bank may,
in its sole discretion, determine to be appcopriate, including, but not limiled to, with the Secretary of State pf the State of Texas.
SECTION VII. EVEN7S OF dEFAUL7.
7:1 Acts Constituting Default. Mo�tgagor will be in deFault under this Instrument upon the happening of any of the %Ilowing events
or conditions (hereafter called an "Event of Default'":
A. Borrower fails to pay when due any principal or interest owing under any of the written instruments comprising paR or all of the
Obligalions or olhenvise breaches any oF the provisions contained in said wrillen instruments or defaults thereunder;
B. Any warranty orrepresentation made in this instrument by Mortgagor is determined by Bank to be untrue in any material respect;
C. Mortgagor defaults in ►he due performance or observance of any other covenant or agreement con[ained In this instrument;
D. Subsequent lo the date of execution of this instrument, there is passed any law which imposes any lien on the Mortgaged
� Premises for purposes of state or loaal taxation of deeds of trust and security agreements or debts secured thereby, or which
changes the manner of collection of any such taxes in such a way that 8ank's interest in the Mortgaged Premises is adversely
affected; �
E. Mortgagor makes an as,signment for the benefit of creditors, becomes insolvent, commits an act of bankruptcy, files for
bankruptcy, or involuntary bankruptcy proceedings are instituled or threalened against either Mortgagor; or the Mortgaged Premises
are attached or olhervvise levied upon or placed in the hands of a receiver or other,representative of a court; or
F. A substantial portion of the improvements on the MoRgaged Premises are damaged or destroyed, or Mortgagors title to the
Mortgaged Premises or any substantial.part thereof becomes the subject matler of litigation whlch would or might, in Bank's opinlon,
upon final delermination, result in substantial impairment or loss of the security provided by this instrument; or
G. Bank, at any fime, in good faith deems itself insecure or otherwise believes that the prospect of payment or the performance
of the Obligations or the performance of any covenant or agreement contained or referenced in this instrument is impaired or the
possibility of resoRing to lhe Mortgaged Premises, or any paR of the MorCgaged Premises, for the purposes of satisfying all, or any
part of the Obligations, is in any manner impaired. '
7:2 Acceleratton upon Default. Upon the occurrence of any Event of Default, or at any time thereafter, Bank may, at its opfion, declare
the enlire unpaid balance of the Qbligalions to be forthwith due and payable without nolice of intention ta accelsrate maturity, notice
of actual acceleralion of maturity, or any oth,er notice of any kind, or presentment, protest, notice of protest or demand oi any kind,
all of which are hereby expressly waived by Mortgagor. '
SEC710N Vlil. BANK'S RIGMTS UPON DEFAULT.
8:1 . Operatlon of Prope�ty by Trustee. Upon the occurrence of an Event of Default, or at any time thereafter, and in addition to all other
rights herein conferred on the Trustee, [he Trustee (or any person, firm or corporation designated by the Trustee) may, but will not
be ohligated to, enter upon and take possession of any of the Mortgaged Premises, exclude Mortgagor therefrom, and hold, use,
administer, manage and operate the seme to the extent that Mortgagor could do so. If lhe Mortgaged Premises consisis of any type
of business enterprise, the Trustee may operate and manage such business without any liability to Mortgagor resulting therefrom
(except failure to use ordinary care in the operation and management of the Mortgaged Premises); and the Trustee may, but shall
in no event be obligated to, collect, reGeive and receipt for proceeds accruing from such operation and management, make repairs
and purchases needed of additional property to protect and/or preserve the Mortgaged Premises, and exercise every power, right
• and privilege of Morigagor with respect to the Mortgaged Premises. W hen and if the expenses, of such taking of possession,
operation and managemenl have been paid and the Obligations paid, the Mortgaged Premises shall be relurned to MoAgagor
(providfng thare has been no foreciosure sale).
82. . Rights Relating to Rents. Morlgagor has, pursuant to Section IX of this Deed of Trust, assigned absolutely to Bank all Rents under
any and all leases, master leases, subleases, licenses, concessions, or other agreements (whether written or oral or now or
hereafter in effect) which grant to third paRies a possessory interest In and to, or the right to use or occupy, all or any part ot the
Mortgaged Premises, togetherwith all security and otherdeposits or payments made in connection therewith (the "Leases") covering
all or any portion of lhe Mortgaged Premises. Bank, or Trustee on Bank's behalf, may at any time, and without notice, either in
person, by agent, or by receiver lo be appointed by a court, enter and take possession of the Mortgaged Premise's or any part
thereof, and in its own name, sue for or otherwise collect the Rents. Mortgagor hereby agrees that Bank shall have ihe right (in its
sole discretion), upon the occurrence of an Event of Default, to.terminate the limited license granted to Mortgagor in Sectlon 9:2
hereof, and thereafter direct the lessees under the Leases ("Lease Rent Notice") to pay direct to Bank the Rents due and to become
due under the Leases and attorn in respect af al� other obligations thereunder direct to Bank, or Trustee on Bank's behalf, without
any obligation on the part af Trustee or Bank to determfne whelher an Event of Default does in fact exist or has in fact occurred.
All Rents collected by Bank, or Trustee acfing on Bank's behalf, shall be applied as provided for in Seotion IX af this Deed of Trust;
provided, however, that if ihe cosls, expenses, and attorneys' fees shall exceed the amount of Rents collected, the excess shall be
added to the Obligations, shall bear interest at the Default Rate, and shall�be immediately due and payable. The entering upon and
taking possessio� ot the Mortgaged Premises, the collection of Rents, and the application thereof as aforesaid shall not cure or
wafve any Event of Default or notice of default, If any, hereunder nor invalidate any act done pursuant to such notice, except to the
extent any such deFault is fully cure.d. Fa(lure or discontinuance by Bank, or Trustee on Bank's behalf, at any lime or from time to
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time, to collect said Rents shall nol in any manner impair the subsequent enforcement by Bank, or Trustee on Bank's behalf, of the
right, power and authority herein conferrad upon it. Nothing contained herein, nor the exercise of any right; power, or authority.herein
granted to Bank, or Truslee on Bank's behalf, shall be, or shall be construed to be, an affirmation by it of any tenancy, lease, or
option, nor an assumption of liability under, nor the subordination of, the Ilen or charge of this Deed oF Trust, lo any such tenancy,
lease, or option, nor an election of judicial relief, ff any such relief is requested or obtained as lo Leases.or Rents, with respect to
the Mortgaged Premises or any collateral given by Mortgagor to Bank. In addition, from lime to time 8ank may elect, and notice
hereby is given ta each lesses under any Lease, to subordinate the lien of this Deed of Trust to any Lease by unilaterally executing
and recording an instrumenl of subordination, and upon such election the lien of this Deed of Trust shall be subordinate to the Lease
identified in such instrumenl of subordination; provided, however, in each instance such subordination will not affect or be applicabie
to, and expressly excludes any lien, charge, encumbrance, security interest, claim, easemenC, restriction, opti.on, covenant and other
rights, titles, interesls or estates of any nature whatsoever with respect to all or e�y portion of the Mortgaged Premises to the extent
that the same may have arisen or inlervened tluring the period between the recordation of this Deed of Trust and the execution o(
the Lease identified in such instrument of subordinatlon.
Judicial Proceedings. Upon the occurrence of an Event of Default, or at any time thereafter, the Trustee, ln Ileu of or in addition
to exercising lhe power of sale hereafter given, may proceed by legal aclion to require the specffic performance of any covenant
or agreement herein contained or to aid in the execution of any power herein granled; to have appointed a receiver pending any
foreclosure hereunder or any sale of lhe Mortgaged Premises; to enforce any olher appropriate legal or equitable remedy; andlor
in lieu of the non-judicial power o( sale hereafter given, to proceed by suit for a foreclosure of its lien on the Morigaged Premises.
In corinecUon with any such judicial proceeding instituted for the purpose of foreclosing on and selling the Mortgaged Premises,
Mortgagor agrees not lo assert in the same proceeding any counterclaims Mortgegor may have agalnst Bank.
Foreclosure by Sale.
A. Mechanics of Sale. Upon the occurrence of any Eyent of Default, or at any time thereatter, the Trustee shall, in response to
Bank's request (which Mortgagor agrees will be presumed to have been given), enforce this trust or agreement by selling Ihe
Mortgaged Premises in their entirety or in parcels, as the Trustees may elect, to the highest bidder for cash at pubifc auction in the
following manner: Written or prinled nolices containing the time, place and terms of sale shali be posted at Ihe courthouse door
of the county orcounties where the Mortgaged Premises are located for a minimum period of twenty-one (21) consecutive days prior
to lhe sale. In addition, Bank shall, al least lwenty-one (21 j days preceding lhe date of sale, serve written notice of the proposed
sale hy certified mail, return receipt requested, on Mortgagor, Borrower and all other debtors obligated lo pay the Obligalions
secured hereby. Service o( such notfces shall be completed upon deposit of the notices, enclosed in postage prepald wrappers,
properly addressed to Mortgagor and Borrower and to such debtors at the most recent address foreach as shown by Bank's records,
in a post office of official deposilory under the care and custody of the United States Postal Service. Additionally, a copy of the
notice posted at ihe courthouse door as above referenced shail be filed in the p�ce of the county clerk of each and every counly
or countles where the Mortgaged Premises, or any part Ehereof, may be located, at least twenty-one (21) days preceding the date
of sale. Thereafter, ihe sale shail take place at the area designated by the commissionel's cou�t at the courthouse in lhe counly
where the Mortgaged Premises are located on the first Tuesday in any month between the hours of 10:00 o'clock a.m. and 4:00
o'clock p.m., provided, however, if lhe Mortgaged Premises are located in more than one county, such sale may take place al the
area designated by the commissioners court at the courthouse of any of the counties wherein a portion of ihe Mort.gaged Premises
is localed, and the aForesaid nolices shall specify the county of sale. Any purchaser or purchasers will be provided with a general
warranty conveyance binding Mortgagor. Sale of a part of the MoRgaged Premises will not eichaust the power of sale, and sales
may be made from time to time until all the property is sold or the Obligations are paid fn full. The Trustee will have the aulhority
to appoint an attomey-in-fact to act as trustee in conducting the foreclosure sale and executing a deed to ihe purchasers.
B. Certain Aspects of Sale. Bank will have the right to become the purchaser at any sale of the Mortgaged Premises, and Bank
will have the right to credit upon the amount of the bid made therefor the amount payable out of tfie net proceeds of such sale to
it. Recitals contained in any conveyance to any purchaser at any sale made hereunder will conclusively establish lhe truth and
accuracy of the matlers therein stated, including, withoutlimiting the generality of the Foregoing, non-payment of the unpaid balance
of the Obligations afler lhe same have become due and payable, adveRisement and conduct of such sale in the manner provided
herein, and appoinlment of any successor Trustee hereunder. MoRgagor does hereby ratify and confirm all legal acis that the
Trustee may do in carrying out the Trustee's duties and obligations under this instrument.
C. Recelpt to Purchaser. Upon any sale made under the power of sale herein granted, the receipt of the Trustee will be sufficient
discharge to ihe purchaser ot purchasers at any sale for his, her, its or their purchase money; and such purchaser or purchasers
will not, afle� paying such purchase money and receiving such receipt of the Trustee, be obliged to see to ihe application of such
purchase�money or be in anywise answerable for any loss, misapplication or non-application thereof.
D. Effect of Sale. Any sale or sales of the Mortgaged Premises will operate to divest atl right, title, Interest, claim and demand
whatsoever either at law or in equily, of Mortgagor in and to the premises and the property sold, and will be a perpelual bar, bolh
at law and in equity, against Mortgagor, Mortgagor's successors or assigns, and against any and all persons claiming or who shall
thereaRer claim all or any of the property sold from, through or under Mortgagor, or Mortgagors successors o� assigns.
NeveRheless, if requesled by the Trustee so to da, MoRgagor shall join in the:execution and delivery oC alt proper conveyances,
assignments and transfers of the properties so sold. The purchaser or purchasers at the foreclosure sale will receive, as incident
to his, her, its or iheir ownership, immediale possession of lhe property purchased, and Mort�agor agrees that if Mortgagor, or any
person claiming under Mortgagor, whether tenant or othenvise, retains possession of the Mortgaged Premises, or any part thereof,
subsequenl to such sale, Morlgag�r will be considered a tenant at sufferance of the purchaser or purchasers and will, if Mortgagor
remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcibie
or otherwise, wilh or without process of law, and all damages by reason thereof are hereby expressly waived. All rental or lease
agreement hereafter entered inlo by Mortgagor i� connection with the Mortgaged Premises shall be ezpressly made subJect to this
provision.
E. Applfcation of Proceeds. The proceeds of any sale of tFie Mortgaged Premises or any part thereof, whether under the power
of sale herein granted and conferred or by virtue of judicial proceedings, will be applied as follows: FIRST - To the payment of alf
expenses incurred by the Trustee in the performanae of his duties fncluding, without limiting the generality of ihe foregoing, court
costs, compensation of agents and employees, legal fees, and a commission of five percent (5%) to the Trustee plus expenses of
any entry or taking of possesslon, sale, advertising or conveyance thereof; SECOND - To the payment of the Obligations (including
ettorneys' fees as lherein provided); and THIRD - Any surplus ihereafter remaining will be paid to Mortgagor or MoAgagor's
successors or assigns, as their inlerest may appear. .
F. Waiver of Appraisement Laws. Mortgagor and Borrower waive the benefit of all laws now existfng or hereafter enacted
providing for (1) any appraisement before sale of any portion of the Mortgaged Premises (commonly known as Appraisemeni Laws)
or (2) any extension of time for lhe enforcement of lhe collection of the Obligations or any creation or exlension of a period of
redemption from any sale made in collecting the Oblfgatlons (commonly known as Stay laws and Redemptlon laws); and Mortgagor
and Borrower hereby agree and contract that lhe laws of lhe State of Texas, save as above excepted, now in force relative to lhe
collection of lhe Obligations, and the epplicatfon to the payment thereoF, are expressly adopted and made a part hereof.
SECTION IX. ASSIGNMENT OF RENTS.
9:1 Asslgnment. For Ten Qallars ($10.00) and other good and valuable consideration, including the indebtedness evidenced by the
Obligations, the receipt and su�ciency of which are hereby acknowledged and confessed, Mortgagor hes absolulely GRANTED,
BARGAINED, SOLD, and CQNWEYED, and by these presents does absolutely and unconditionally GRAN7, BARGAIN, SELL, and
CONVEY the Rents unto Ba�k, in order to provide a source of future payment of the Obligations, subject only to the License (herein
defined), it being the intention of Mortgagor and Bank that this conveyance be presently and immediately effective; TO HAVE AND
TO HOLD the Rents unto Bank, forever, and Mortgagor does hereby bind itself, it successors, and assigns to warrant and forever
defend the title to the Rents unto Bank against every person whomsoever lawfully claiming or to claim the same or any part ihereoh,
provided, however, ihat if Mortgagor shall pay or cause to be paid the Obligations and when same shall become due and payable
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and shall perform and discharge or cause to be performed and•discharged the Obligations on or before the date same are to be � � "
performed and discharged, then this assignmenl shall terminate and be of no further force and effect, and all rights, titles, and � �
interests conveyed pursuant to this assignment shall become vested in Mortgagor without the necessity of any further act or •
requirement by Mortgagor, Truslee, or Ba�k. :
9:2 Limited License. Bank hereby granls to Mortgagor a limited license (the "License") subject to termination of the License and the ..
other terms and provisions of Section 8:2 hereoF, lo exercise and enjoy ail incidences of the status of a lessor with respect to the •
Rents, including withaut limitation, the right to coNect, demand, sue for, attach, levy, recover, and recaive ihe Rents, and to give
proper receipts, releases, and acquittances therefor. Mortgagor hereby agrees to receive all Rents and hold lhe same as a irust
tund lo be applied, and to apply the Rents so collecled, first lo lhe payment, performance, and discharge of the Obligallons, and ".
next to the payment of all costs and expenses related to the ownership, operation, management, repair, and lea5ing of the
Mortgaged Premises, including, without Ifmitetion, ground lease payments, costs and expenses associated wilh lhe operation of .
any garage associated with and constiluting a part o( the Mortgaged Premises, insurance charges and premiums tor coverages
related Io the Mortgaged Premises, impositions, the costs of prevention oF waste, ordinary repairs, maintenance, environmental
audits, property management, security, normal fees paid to accountants, reasonable marketing and promolional expenses, �
reasonable legal'expenses, the costs and expenses of all obligations under the Leases, and ail costs related to compliance with
laws, Ibcal ordinances, statules, rules, and regulations. Thereaker, Mortgagor may use the balance of lhe Rents collected in any ' _
manner not inconsistent with the promissory notes referenced in 5ection 1:2, lhis Deed of Trust, lhe Guaranty, if any, and any and
all other documents now or hereafter executed by Mortgagor, Guarantor, or any otherperson or party in connectlon with lhe loan
evidenced by lhe promissory notes referenced in Section 1:2 and other Obligations referenced therefn, or in connecBon wilh the
payment, performance and discharge of any of the Obligations (collectively the "Loan Documents"). Neither this Assignmenl nor
lhe receipl of Rents by Bank shall effect a�ro tanto payment of lhe indebtedness eJidenced by, or arising under lhe Obligalions,
and such Rents shall be applied as provided in this Section 9:2. Furthermore, and notwithstanding the provisions oi lhis Seclion �.
9:2, no credit shall be given by Bank (or any Rents until the money collected is actually received by Bank at its principal o�ce in FoR
Worth, 7arrant County, Texas, or at such other place as Bank shall designate in writing, and no such credit shall be given for any
Rents after lermination of the License, after foreclosure or other transfer of the MoRgaged Premises (or part thereof irom which
Rents are derived pursuant to this Deed of Trust) to Bank or any olher third party. ,
-9:3 Reliance Upon Lease Rent Notice. Upon receipt from Bank of a Lease Rent Notice (as defined in Seclion 8:2 hereo�, each lessee
under the Leases is hereby authorized and directed to pay directly to Bank all Rents thereafter accruing, and the receipt of Rents
by Bank shall be a re�ease of s�ch lessee to the exterit of all amounts so paid. The receipt by a lessee under lhe Leases of a Lease
Rent Nolice shall be su�cient authorization for such lessee to make all future payments of Renls directly to Bank and each such
lessee shall be entitled to rely on such Lease Renl Notice and shall have no liability to Mortgagor for any Renis paid lo Bank a(ter
receipt of such Lease Rent Notice. Rents so received by Bank for any period prior to foreclosure under this Deed of Trust or
acceptance of a deed (n IiQu of such foreciosure shall be applied by Bank lo the payment of the following (in such order and p�lority
as Benk shall determine): (a) all expenses as s�t forth in Section 9:2; and all expenses incident to taking and retaining possession
of lhe Mortgaged Premises and7or collecting Rent as it becomes due and payable; and (b) the Obligations. In no event will this
Section IX reduce the Obligations except to the extent, If any, that Rents are actually received by Bank and applied upon or affer
' said receipt to such Obligations In accordance with the preceding sentence. Without impalring its rights hereunder, Bank may, at
its option, at any time and from time to time, release fo Mortgagor, Rents so received by Bank or any part thereof. As between
Mortgagor and 8ank, and any person claiming through or under Mortgagor, olher than any lessee under the Leases who has not
received a Lease Rent Notice, this Assignmenl of Renis is intended to be absolute, unconditional and presently effective (and not
an assignment for addilivnal securily), and the Lease Rent Notice hereof is fntended solely for the 6enefit of each such lessee and .
shall never inure fo Ihe beneflt oF Mortgagor or any person claiming through or under Mortgagor; other than a lessee who has not
received such notice. It shall never be necessary for Bank to institute legal proceedings of any kind whatsoever to enforce the
provisions of this Deed of Trust with respect lo Rents.� MORTGAGOR SHALL HAVE NO RIGHT OR CLAIM AGAINST ANY
LESSEE FOR THE PAYMENT OF ANY RENTS TO BANK HEREUNDER, AND MORTGAGOR HEREBY INDEMNIFIES AND
AGREES TO HOLD FREE AND HARMLESS EACH LESSEE FROM AND AGAINST ALL LIAeILiTY, COST, DAMAGE OR
EXPENSE SUFFERED OR INCURRED BY SUCH LESSEE BY REASON OF SUCH LESSEE'S COMPLIANCE WITH ANY
DEMAND FOR PAYMENT OF RENTS MADE BY BANK CONTEMPLATED.BY THIS DEED OF TRUST..
, 9:4 Collection of Rent. At any time during which Mortgagor is receiving Rents directly from any of the lessees under the Leases,
Mortgagor shall, upon receipt of written direction from Bank, make demand and/or sue for all Rents due and payable under one o�
more Leases, as directed by Bank, as it becomes due and payable, including Rents which are past due and unpaid. If MoRgagor
fails to take such action, or at any time during which Mortgagor is not receiving Rents directly from lessees under lhe Leases, Bank
shall have the right (hut shall be under no duty) to demand, collect and sue for, in its own name or in the name of Morlgagor, all
Rents due and payable under the Leases, as it becomes due and payable; including Rents which are past due and unpaid.
SECTION X. MISCELLANEOUS.
10:1 INDEMNIN. MORTGAGOR SHALL INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS BANK AND TRUSTEE, 7HEIR
RESPECTIVE PAR�NTS, SUBSIDIARIES, DIREGTOR3, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS,
SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, COST, OR EXPEN5E
(INCLUDING, WITHOUT LIMITATION, A7TORNEYS' FEES AND EXPENSES), ACTION, PROCEEDING, CLAIM OR OISPUTE
INCURRE� OR SUFFERED BY THE FOREGOING PARTIES 50 INDEMNIFIED WHETHER OR NOT AS THE RESULT OF THE ' '•
� NEGLIGENCE OF ANY PARTY SO INDEMNIFIED, WHETIiER VOLUNTARILY OR INVOLUNTARILY INCURRED OR SUFFERED,
• IN RESPECT OF THE FOLLOWING: ' .
A. ANY LITIGATION CONCERNING THIS DEED OF TRUST, THE OTHER LOAN DOCUMENTS OR THE MORTGAGED
PREMISES, OR ANY INTEREST OF MORTGAGOR OR BANK TNEREIN, OR THE RIGHT OF OCCUPANCY THEREOF BY
MORTGAGOR OR BANK, WHETHER OR NOT ANY SUCH LITIGATION IS PROSECUTED TO A FINAL, NON-APPEALABLE �
JUDGMENT; "
B. ANY DISPUTE, INCLUDING DISPUTES AS TO THE DISBURSEMENT OF PROCEEDS OF THE PROMISSORY NOTES �
REFERENCED IN SECTION '12 NOT YET DISBURSED, AMONG OR BETWEEN ANY OF THE CONSTITUENT PARTIES OR .
OTHER PARTNERS OR VENTURERS OF MORTGAGOR IF MORTGAGOR IS A GENERAL OR LIMITE� PARTNERSHIP, OR '
AMONG OR BETWEEN ANY EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS OR MANAGERS OF ,
MORTGAGOR IF MORTGAGOR IS A CORPORATION OR LIMITED LIABIUTY COMPANY, OR AMONG OR BETWEEN ANY
MEMBERS, TRUSTEES OR OTHER RESPONSIBLE PARTIES IF MORTGAGOR IS AN ASSOCIATION, TRUST OR QTHER �
ENTITY;
, C. ANYACTION TAKEN OR NOT TAKEN BY BANK OR TRUSTEE WHICH IS ALLOWED OR PERMITTED UNDER THIS DEED
OF TRUST OR ANY OF THE OTHER LOAN DOCUMENTS RELATING TO MORTGAGOR, THE MORTGAGED PREMISES, ANY
CONSTITUENT PARTIES OR OTHERWISE IN CONNECTION WITH THE LOAN DOCUMENTS, INCLUDING WITHOUT
LIMITATION, THE PROTECTION OR ENFORCEMENT OF ANY LIEN, SECURITY INTEREST OR OTHER RIGHT, REMEDY OR '
RECOURSE CREATED OR AFFORDED BY THIS DEED OF TRLIST OR THE OTHER LOAN DOCUMENTS; �
D, ANY ACTION BROUGHT Blf BANK OR TRUSTEE AGAINST MORTGAGOR UNDER THIS DEED OF TRUST OR THE •
OTHER LOAN DOCUMENTS, WHETHER OR NOT SUCH AC710N IS PROSECUTE� 70 A FINAL, NON-APPEALABLE
JUDGMENT;AND �
E. ANY AND ALL LOSS, DAMAGE, COST5, EXPENSE, ACTION, CAUSES OF ACTION, OR LIABILITY (INCLUDING
ATTORNEYS' FEES AND COSTS) DIRECTLY OR INDIRECTLY ARISING FROM OR ATTRIBUTABLE TO THE USE,
GENERATION, RELEASE,'DISCHARGE, DISPOSAL, OR PRESENCE OF A HAZARDOUS SUBSTANCE ON, IN, UNDER OR
ABOUT THE MORTGAGED PREMISES, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE EXECUTION HEREOF,
INCLUDING WITHOUT LIMITATION (I) ALL FORE5EEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH�GENERATION,
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MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE,
AND (if) THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL INVESTIGATION OR MONITORING, ANY
REPAIR, CLEANUP, OR DETOXIFICATION OF THE MORTGAGED PREMISES, AND THE PREPARATION AND
IMPLEMENTATION OF ANY CLOSURE, REMEDIAL, OR OTHER REQUIRED PLANS.
BANK AND/OR TRUSTEE MAY EMPLOY AN ATTORNEY OR ATTORNEYS TO PRO7EST OR ENFORCE ITS RIGHTS,
REMEDIES AND RECOURSES UNDER THIS DEED OF TRUST AND THE OTHER LOAN DaCUMENTS EXECUTED IN
CONNECTION THEREWI7H, AND TO ADVISE AND DEFEND BANK AND/OR TRUSTEE WITH RESPECT TO ANY S,UCH
ACTION3 AND 07HER MAT7ER5. MORTGAGOR SHALL REIMBURSE BANK ANDfOR TRUSTEE FOF� 7HEIR RESPEC7IVE
ATTORNEYS' FEES AND EXPENSES (INCLUDING EXPENSES AND COSTS FOR EXpERTS) IMMEDIATELY UPON RECEIP7
OF A WRITTEN DEMAND THEREFOR, WHETHER ON A MONTHLY OR OTHER TIME INTERVAL, AND WHETH�R OR NOT
ANACTIONISACTUALLYCOMMENCEDORCONCLUDED. ALLOTHERREIMBURSEMENTANDINDEMNITYOBLIGATIONS
HEREUNDER SHALL BECOME DUE AND PAYABLE WHEN ACTUALLY INCURRED BY BANK AND/OR TRUSTEE. ANY
PAYMENTS NOT MADE WITHIN FIVE (5) DAYS AFTER WRITTEN DEMAND THEREF.OR SHALL BEAR INTEREST AT THE
DEFAULT RATE FROM THE DATE OF SUCH DEMAND UNTIL FULLY PAID. THE PROVISIONS OF THIS SEC710N 10:1 SHALL
SURVIVE REPAYMENT AND PERFORMANCE OF THE OBLIGATIONS, THE RELEASE OF THE LIEN OF THIS DEED OF
TRUST, ANY FORECLOSURE (OR ACTION IN LIEU OF FORECLOSURE), THE TRANSFER BY MORTGAGOR OFANYORALL
OF ITS RIGHT, `fiTLE AND INTEREST IN OR TO THE PROPERN AND THE EXERCISE BY BANK OF ANY AND ALL
REMEDIES SET FORTH HEREIN OR IN THE LOAN DOCUMENTS.
Subrogation. If any or all of the proceeds of the promissory notes referenced in Section 1:2 have been used to extinguish, renew
or extend any indebtedness heretofore exisf(ng against the Mortgaged Premises, then, to the extent of such funds so used, Bank
shall be subrogated lo all oPihe rights, claims, Ilens, titles, and interest existing against the Mortgaged Premises heretofore held
by, or in favor of, the holder of such indebtedness, and such former rights, claims, liens, titles, and inlerest, if any, are not waived
but rather are continued in full force and effect in.favor of Bank and are merged with the lien and security interest created herein
as cumulalive security for the repayment, performance and discharge of the obligations.
Waiver of Subrogation by Mortgagor. Mortgagor hereby waives any and all right to claim, recover, or subrogation that arises or
may arise in its favor and against Bank or its o�cers, directors, employees, agents, attorneys, or representatives hereto for any and
all loss of, or damage to, Mortgagor, the Mortgaged Premises, Mortgagor's property, or the property of others under Mortgagors
control from any cause insured against or requirad to 6e insured against by the provisions of the Loan Documents. Safd waivershall
be in addition to, and not in limitalion or derogation of, any other waiver or release contained in this Deed of Trust wilh respect to
any loss or damage to property oi the paRies hereto. Inasmuch as the above waivers preclude the assignment of any aforesaid
claim by way of subrogation (or otherwise) to an insurance company (orany other person), Mortgagor hereby egrees ta immediately
give to each insurance company which has issued to it any such insurance policy whelher or not it is required tp be insured against
, by the provisions pf ihe Loan Documents written notice of the terms of said weivers, and to have said insurance policies properiy
e�dorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver.
Successor Trustee. The Trustee may resign in writing addressed to Bank or be removed at any time with or without cause by an
instrument In wriling duly execuled by Bank. In case of death, resignation or removal of the Trustee, a successor Trustee may be
appointed by Bank without other formality than an appointment and designation in writing. Such appointment and designation will
be full evidence of the right and authority [o make lhe same and of all facts therein recited, and upon the making of any such
appointment and designation, this conveyance will rest in the named successor Trustee all the estate and tltle of the Trusfee In ail
of the Mortgaged Premises, and said successor will thereupon succeed.to all the rights, powers, privileges, immunities and duties
hereby conferred upon the Trustee. All references in this instrument to the Trustee will be deemed to refer to 1he Trustee and/or
any successor Trustee from time to time acting hereunder.
Advances by Bank or the Trustee. Each and every covenant herein contained shall be performed and kept by Mongagor solely
at Mortgagor's expense. If Mortgagor fails to perform or keep any of tha covenants of whatsoever kind or neture contafned In this.
instrument, Bank, or ihe Trustee or any receiver appointed hereunder, may, but will not be obligated to, make advances to peAorm
the sarr�e in lhe Mortgagor's 6ehalf, and Mortgagor hereby agrees to repay such sums and any attorneys' fees incurred in connection
lherewith upon demand plus interest at the rate of ten percent (10%) per annum. This amount will be in addition to any sum of
money which may, pursuant to the terms and conditions of any written instruments comprising part or all of 1he Obligations, be due
and owing apart from the principal and inlerest thereon. No such advance wlll be deemed to relieve Mortgagor from any default
hereunder. �
Defense of Claims. Mortgagor shall promptly notify Bank fn writing of the commencement of any legal proceedings af(ecting 8ank's
interest in the Mortgaged Premises, or any part thereof, and shall take such action, employing attomeys agreeable to Bank, as may
be necessary.to preserve Mortgagor's and Bank's rights affected thereby. Should Morlgagor fail or refuse to take any such action,
Bank may take such action on behalf of and in the name of the Mortgagor and al Mortgagors expense. Moreove�, Bank may take
such independent action in connection therewith as in its own discreiion it deems proper, and Mortgagor hereby agrees to make
reimbursement for ail sums advanced and all expenses incurred In such actlon plus interest on any and all such sums at•the rate
of ten percent (10%) per annum.
Termination. If all the Obligalions are paid in full and the covenants herein contained are well and truly perfortned, then the
Mortgaged Premises wlll revert to Morlgagor and the entire estate, right, title a�d interest of the Trustee and Bank will thereupon
cease; and lhe Trustee in such case shall, upon the request of MoRgagor and at Mortgagor's cost and expense, deliver to MoRgagor
prior instrumenis acknowledging satisfaction o( this instrument. `
Renewals, Amendments and Other Security. Renewals and extensions of the written Instruments consti►uting paR or all of Ihe
Obligations may be given at any time, amendments may be made to agreements relating to any paR of such written instrumenls
or the Mortgaged Premises, and Bank may take or hold other security for the Obligations without notice to or consent of Mortgagoc.
The Trustee or Bank may resort first to such other security or any part thereof, or first to the security herein given or any part lhereof,
or from time to time to either or both, even to the partial or complete abandonment of either security, and such action will not be a
waiver of any rights conferred by this instrument. All amendments to and modifications of this Instrument must be in writing signed
by Bank.
instrument as Assignment, Etc. This instrument will be deemed to be and may be enforced from time to time as an assignment,
chattel mortgage, contract, deed of trust, financing statement, real estate mortgage, or security agreement, and from time to time
as any one or more thereof if appropriate under appllcable stale law.
Limitation on Interest. No provision of lhis instrument or of the written Instruments constituting part or all of ihe Obligatlons will
require the payment of or permil the colleclion of interest in excess of the maximum lawful rate orwhich is othenvise contrary to law.
If any excess of interest in such respect exists herein or in said written instruments, or are adjudicated l0 6e so provided for herein
or in said written instruments, neither Mortgagor nor Borrower will be obligated to pay such excess; however, if Mortgagor or
Borrower has already paid such excess, any such paid excess shall be crediled as a payment of principal on lhe Obllgations to which
such excess interest.relates, or, ff applicable, such excess interest shall be refunded to Mortgagor or Borrower, as the case may
be.
Unenforceable or Inapplicable Provislons. If any provision hereof or any of the written instruments constituting paR or all of the
Obflgations Is invalid or unenforceable, the other provisions hereoF or af said written instruments will remaln in full force and effect,
and the remaining provisions hereof will be Iiberally canstrued in favor of the Trustee and Bank in order to carry out the provislons
hereof. If the Ilen or other encumbrances created by this instrument are invalid or unenforceable as to any part of the Obliga�ions,
or if the liens or other encumbrances are invalid or unenforceable as to any part of the Mortgaged Premises, the unsecured or
partially secured portion o( the Obligatfon shall,be completely paid prior to the payment of the remaining secured or fully secu�ed
portion of the Obligations, and all paymenls made on the Obligalions, whether voluntary or under foreclosure or other entorcement
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 7'
Rev. 7-26-02 '
�.� �
Borr6wers I' nitials
action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion of the Obligations
which is not secured or fully secured by lhe liens or other encumbrances created by this instrument.
10:12 Rights Cumulative. Each and every right, power and remedy Fierein given to the Trustee or Bank will tie cumulative and not
exclusive; and each and every right, power and remedy whether specifically herein given or otherwise exisling may be exercised
from time to time and as often and iri such order as may be deemed expedienl by the Trustee, or Bank, as the case may be, a�d
the exerc(se, or ihe beginning of the exercise, of any such right, power or remedy will not be deemed a waiver of the rlght to exercise,
at the same time or thereafter, any other right, power or remedy. No delay or omission by the Trustee or by Bank in the exercise
of any right , ppwer or remedy will impair any such right, power or remedy or operate as a waiver thereof or of any olher right, power
or remedy then or thereafler existing.
10:13 Waiver. Any and all covenanls in this instrument may from time to time by instrument in writing signed. by Bank be walved to such
extent and in such manner as Bank may desire, but no such waiver will ever affect or impair Bank's rights hereunder except to the
extent specifically stated in such written instrument. Acceptance py Bank of any payment in an amount lass than thaT portion of the
Obligation then due and owing shall be deemed an acceptance on account only and not a waiver; and the failure to pay the entire
amount then due shall continue to be an Event of Default.
10:14 Joint and Several Liabtiity. The term "Mortgagor" as used in lhis instrument will be construed as singular or plural to correspond
with the number of persons executing this instrument as Mortgagor. If more than one person executes this inslrument as MoRgagar;
his, her, lheir, or its duties and liabililies under this instrument will be jolnt and several..
10:15 Section and Paragraph Headings. Sectlon and paragraph headings are used in this instrument for convenlence only and shall
be given no substantive meaning or significance whatsoever in the construction and interpretation ofthe terms and provtsions herein
contained.
10:16 Rights of Assignee, The terms "Bank," "Mortgagor" and "Borrower" as used in this instrument include the heirs, executors or
administrators, successors, representatives, receive�, trustee and assigns of those parties. This instrument is binding upon the.
Mortgagor, his, her or their heirs and legal representatives, and Mortgagors successors and assigns, and will inure to lhe benefit
of the Truslee and the Trustee's successbrs and Bank and its successors and assigns. It is understood and agreed between ihe
paRies hereto that Bank may assign any part or all of the Obligations and this instrument to a third party who shall become enlitled
to all rights and benefits given herein to Bank.
10:17 Place of Pe�formance. The duties and obligalions herein imposed on MoRgagor are performable in Fort Worth, Tarrant County,
Texas.
10:18 Counterparts. This instrument may be executed in any number oF counterparts, each of which will for all purposes be deemed to
be an original, and all of which are identical. •
SECTION XI. ADDITIONAL PROVISIONS.
(In the evenl of a conflfct between the printed provisions of this instrument and the Additional Provisions (if any) contained In this Section,
or referenced in lhis Section but attached hereto as a seperete Exhibit, any such Additional Prov'isions shall be paramount and control
unless olhenvise specifically provided therein.) '
SECTION XII. Entire Agreement; Amendment.
THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITfEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AM�NG THE PART{ES HERETO. The
provisions hereof and the olhar Loa� Documents may be amended or waived only by an instrument in writing signed by Mortgagor and
Bank.
EXECUTED this 11th day of December, 2002, BUT TO BE EFFECTIVE THE 20T" DAY OF DECEMBER, 2002.
NOTICE OF INDEMNIFICATION:
MORTGAGOR HERE6Y ACKNOWLEDGES AND
AGREE3 THAT 7H15 DEED OF 7RUST CQNTAINS CERTAIN
INDEMNiFICA710N PROVISIONS
(INCLUDING, WITHOUT LIMITATION, 7HOSE
CONTAINED IN SECTION X HEREOF) WHICH,
IN CERTAIN CIRCUMSTANCES, COULD INCLUDE
AN. INDEMNIFICATION BY MORTGAGOR OF BANK
FROM CLAIMS OR LOSSES ARISING AS A RESULT
OF BANK'S OWN NEGLIGENCE.
MORTGAGOR:
.�c
DON E. HANSEN
Address: 4000 North Main Street
Fort Worth, Texas 76106
Address oi the Trustee and Bank: 3851 NE Loop 820
Fort W orth, TX 76137
TYPE OF COLLATERAL: Real Esiate, FiMures and Improvements
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 8
Rev. 7-26-02
Borrower's Inilials
CORPORATE ACKNOWLEDGMENT
THE STATE OF TEXAS §
§
COUNTY OF §
This instnrment was acknowledged before me on the day of
• • ' , � of �
, , a , on behalf of satd
Notary Public, State of Texas
SINGLE OR JOINT ACKNOWLEDGMENT
THE STATE OF T�XAS § � •
§
COUNTY OF TARRANT §
This instrument was acknowledged before me on the �d" day of December, 2002, by DON E. HANSEN,
�
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, AFTER R�CORDIlVG; RETURN TO:
Summit Bank, N.A.
Real Estate Department
3851 NE Loop 820
Fort Wortli, TX 76137
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT - Page 9 �
Rev. 7-26-02 Borrower's Inilials
, 20 , by
� � Exhibit A �
A summary of the contracts and amendinents thereto between you company and the City of Fort
Worth are as f�ollows: � - � � : -
City of Secretary . To Amend City Secretary
Contracx Number � , Contract Number
17321 T-Hanger 8180 �
17322 . Hangers 81$1 � � '
17327 ' lOS Location 9S 8938
17325 9S Location SS . 11967 .
Transit Fuel Agreement . 9779 �
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FIELD NOTES
FOR
DON HANS EN LFA.S E r'A„
MEACHAM FIELD
FOR� WORTH 2�JNtCIPAL AIkPORT
A tracti of land ouC of�'.the James 67allace Survey being o�t cf ���cCa conveyed '
to the City of Fo.� kior�h bq desda recorded in Volume 1080, Page 413, and
Volume 1050, Page 553, Deed Records, Tarrant County, Texas, and also being
a portion of the Fart Worth Munccipal A_irport, Meacham Field, more particularl.y
described using the Texas co-ardir�ate system, North Central, zone, co-ordinates • ,
and bearingm as follaw: •
Beginning at a point fox the southwest corner of eaid leas�e, the ca-ordinates�
of said point are X�. 2,043,999.7�, Y- 417�013.17; . �
Thence: 23orth 2 degrees 50 minutes 25_seconds�east 518.7 feet to a point for
the.nortizwest corner of said lease; .
Thence: SouCh 87 degrees 09 minutea •34 seconda �ast 360.Q feet to the.beginning .;
of.a curve to Ehe xight, the center of which,bears aouth 2.degreee 50 minutes . -.
25 seconda .weat, a radius diatance ot 40.0 feet; . ; '
. Thence: Southeaster.ly alorig said curve to the �right an 'are distance o� •b2.83 '
feet.ta a point; . .
� � . �.
Thence; 8outh 2 degrees 50 minutea 26 aecon�s west 478.7 feet to a point for,
tha southeast corner of sai.d lease;. _- � �
1'hence: North $?.degrees 09 minutea 34 secoads west 400.a feet to the place �
of beginning and containing 247,135.64 square'feet of laad, more or less.
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aEGINNING at a point for�the southwest corner of said lease, the � / 7 S
co-ardioates oE said point being X= 2,044,459.63, Y= 417,204.28;
THENCE• North 2 de ees 50 t 26 '" ���
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FIELD NO`P�:S �
FOR . � .
MEACHAM FIELD L�AS� �
CITY S�CR�TARY CONTRACT NO. 8181 � ^ •
. . . }
A tract of �and out of .the Jamea Wallace 5urvey being out of the �
tracts con��syed to the City of Fort worty� 6y deeds reoorded in
'Voluine 1090, Page� �413,. and Volume 1�50•, Page 553, Deed Recorda,
Tarrant County, Texas; and also being a portion of Fort Wort)� ��
. Municipal Airport, Meacttam I'ield•, more particular�ly described usi:ng
the Texas eo-ordinate sy,stem, North Central zone, co-ordinatea and
bearings as follows• �
. gr mznu es eeconds east 378.0 feet to Che
. beginning of a curve to"the righL the center of which bears south H7 '
degrees.09 minutes 34 seconde eas•t a radius distance of 40.O.feet; ',
TH�:NCE: Northeasterly,along said curve to the righi an arc dist'ar►ce,
of 62.83 feet to a point in the north line o�f said lease; ,.
Tt1ENCE: Sout}� B7 degrees 09 minutes 34 seconds east 350.O.feet. to a • �
. point for the northeast corner of lease; '.
THLNCE: Soutli 2 clegrees 50 minutes 26 eeconde west 41B.0 feet to a
point Eor the sbutheast corner of lease; �•.
TI�JL•'NCE: North 137 degrees D9 • miniates 34 seconds .west 390.0 ieet to
the place of beginning and containing .1b2,675.64•square feet of
land, more �r less. �
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A tr;�ct nf lrind out of tlic J:imes W�ll�cC 'Survey, bein� a par.t �of a Cract ¢nnveyed
to tlw Cley of Furt Wortli by deed reeordec! in Vp.lume 1112, l'aF.c S)4, 17eed ltecords,
.�rrant County, 'Texas, and nl:o beina a pnrti4n ef forc Woreh Mu��icipal �irport,
Meacliiim Field, more pirticulirlY described using tha 7exas Coordina.te System, North
Central Zone, coordinates �nd bcarinps as follovs: . ',
curirn:NCl: ;�l' u puln[ in tl�i: vcr.0 l.inc oC Nor[h �laln Sl•ra��C �nd lh� n��rlJ� lliir. �,if 7Nch •
Screat, �a�isi point heinr end `clseerly 5L corner of hleaclilm Fiuld, 'fittiNCl:: Norll� no
degrees 28 minutes 79 seconds east 884.6 feet and north 89 cle�rees 31 minutes 21
seconds.ve�C'S4D.6 feet to a"+" cut in concrete for the point of be�fnning, said
poi�nt bein� tlie southc�cC r.ntnc:r oE Lca�e 5icc Nn. 10, Cl�c coordinates of said�
I�egini�ing po'int are: X=2,045,156.41, Y�G1),837.05;
Ti1LNCL: South no dcgrecs 2A minutes J9 sec�nds ves[ 198.75 fec[ for the sou�heast
corner oE ti�e i�erein descrihed Lease Si[e No. 9;
TIIF.NCi:: Nor[h B9 deFcees S1 minutes 21 seconds.ves[ 189.0 feet for the souchvest
�orner of Lease Site No. 9; .
TFiENCF.: North no deFrees 28 minutes 39 seconds east 10.G5 feet to tlie beFinning
of a curve to the left, che cencer oE vhi�h bears.north 89 degrses 31 minuces 21
setoiids vest a radius distancc of 174.0 feet; � ,
T}iENCL: NorChwesterly along said curye eo �he leEt an arcdistance af 128.21 £eec �
to � poinc of cangent;
THENCC: NorL•h 41 deqrees 44 minutes 21 seconds ves[ 22.54 ieet to a 1/2" iron pin
at [he mos[ soutllerly corner of Lease Si[e No. 10; .
TIIC•NCE: Nor[h L8 deRrees 15 minutes 79 seconds east alonR'the coutherly line of
Lease 5ite No, 10, 81.39 fee[.to an angle point in said southerly �iae;
THENCE: Sou[h A9 de�,reec 3l minutes 21 seconds east con[inuinF aloii� [he.sau[herly
line of Le1se 5ite No. lU, ].AD:O feet to tl�e place of be�inning and containinF
39,959.3 square feet of land more or less. •
AND AL50 THE FOLLOWINC: Lease Site No, l0 � .
A trir.t aF land our nE Che .tarties W;11.lace 5urvey bein� out of a Cr;ic[ �( land cnnveyed
to tl�c City of Fort idorl'h.by deed re�orded in Volume 1112, Pa�,e 574, �ced Itecords,
'T'aTrint Coun[y, Texas, and a.l�o being a portion oC T'art Wor[i� Diunicipal Airpor[,
Meach�m Fiel.d, more r,rti�,�t:,t�y clescribed usinF the Texas •Coordinate System, North —
Cencr�l Zone, coordinatcs hncl bcarings as foliovs: ,
COhRICNCIi at a point in tlie nortli line of 38t1� 5treet and [l�c vest line of Nnrth
tlain SCxec[, said poin[ olsq bcin� �n easCe[).y soutlieasl' corn�r of Mcacliam Fi.cld,
tlienr.c: Nocth no cleFrceS 2;1 miiuices 39 SCCPutIS c�st 10J6.02 f:ocC anA nar�li 80 de�;rees
�].2 min��tes' 21 secands w�sl 5��7.22 EceC Eor Chc »or�l�e�ct �nd he�,iiinin�; puint ni I,�nse
Site 10, the,coordinates of said beginnin,g point are X=2,04'S,158.74,,.Y=418,117.00;
T1iGNCE: Soutl� no degrees �8 minu�es 39 seconds vest 280.0 feet to a•point;
TkIENCL: No[th 89 degrees �1 minutes 21 seconds_ves[ 180.0 fee[ to a point;•
THENCL•: SouCli 48 degrees 15 minutes 39 seconds west 81.34 feet to a point;
T4E��CL: Notth 41'degrees 44 minuces 21 seconds�vesC 57.23 feet [o the most soutlierly
corner of Lease Si[e No. 11; •
T1ILNCL•: Nozcl� L8 de�rees �15 minutes 39 seconds east along tlie easterly line oE l.case.
Site No. 11, 37.08 feet to a point;' . � .,
TIIL•NCL•: North 1 derree 19 minuees 39 seconds east�conti»uin� vitl� tl�e e�sc line of
•Lersc 5itc No. 11, ]�).y fcet C� Chc northcast �ornet of 1.ensc Sicc Nu. ll;
TI11;NCt:: South t1q Jegrecs ]1 iiil.nutes 21 secnnds east 25f1.0 feec [o� tl�e place of beginnin�
and coneoinin� 7�,)71.92 s��uarc [cet of lai�d more er less.
. i �. •
Page 6 ,. . .
i �
' *:u'�
� .,..,-�.,z.,.... . . ,._....�.._...�...._...�.+�.-•, ____u..�-:=�:�a.� .+.o _'_""_._tliY.-.^`-`=��'-_-"_F_-•-'�' , _ . —_-�,..__"__
Q
ASSIGNMENT OF LEASES AND RENTALS
THE STAT'E OF, TEXAS §
§ KNOW ALL MEN BY Ti�SE PRESENTS:
COUNTY OF TARRANT § � '
This Assignment of Leases and Rentals from DON E. HANSEN (liereinafter called
"Borrower"), to SUNkMIT. BANK, N.A. (hereinafter called "Lender"),
WITNESSETH:
WHEREAS, Bonower is executing a Deed of Trust of even date herewith (the "Deed of
Trust") to S. TOM SENOR, Trustee, covering'all that certain lot, tract or parcel of land situated.
in Tarrant County, Texas, and being described as follows: .
All of Grantor's right, [itle and interest in and to those certain Lease Agreements
(and any and all Amendments thereto) as set forth on Exhibit "A", attache,d hereto
and incorporated herein for ali purposes, being Lease.Agreements by and between,
the City of Fort Worth, as Lessor, and Don E. Hansen, as Lessee, and relating to
' certain tracts or parcels of land located at Meacham Field, a municipal airporC .in
the City of Fort Worth, Texas, said real property relating to and being the subject
of the Lease Agreements being described on Exhibits "B", "C", "D", and "E"
attached hereto and incorporated herein for all purposes;
together with all improvements being hereinafter collectively referred to as the "Premises"; all as,
more fully set out in the Deed of Trust, to which reference is hereby made for a further description
of the Premises, for the puiposes of securing the payment of a Real Estate Lien Note of even date
herewith in the principal sum of $375,000.00, executed by Borrower and payable to the order of
Lender, including al1 renewals and extensions thereof, and all other debts of every kind or
character now or hereafter owing by Borrower to Lender in connection with the Premises and the
construction thereof (said Note and all debts being hereinafter called the "Indebtedness"), as more
fully set out and described in the Deed of Trust, to which reference is hereby made; and
WFiEREAS, Borrower desires to further secure Lender in the full and complete payrnent
of the Indebtedness and the.full and complete performance of each and all of the covenants and
agreements contained in the Deed of Trust;
NOW, THEREFORE, KNOW ALL MEN BY Ti�SE PRESENTS: .
That Borrower, for and in consideration of the premises and the sum of TEN t4ND NO/100
DOLLARS ($10.00) and other good and valuable consideration to the Borrower in hand paid by
the Lender, the receipt and sufficiency of.which consideration are hereby acknowledged, does
hereby irrevocably assign, •transfer, deliver and set over unto the Lender (i) any and all leases,
rental agreements and tenancy agreements (whether written or oral), now or hereafter existing,
including all amendments thereto, executed by or inuring to the benefit of Bonawer, covering all
or any portion of the Premises (hereinafter collectively called the "Leases"), and (ii) all rents,
revenues, issues, profits, proceeds and benefits now due or to hereafter become due and derived
from the Premises, including, without limitation, all rents, revenues, profits, issues, moneys and
other benefits to be derived under or by virtue of the terms and provisions of the Leases, all until
the Indebtedness and all covenants and agreements contained in the Deed of Trust and herein shall
have been fully satisfied or until Lender shall be entitled to possession of the Premises by order
of court or operation of law. ' •
�
This Assignment is made and accepted subject to the following terms and conditions:
(1) So long as no default exists in the payment of the Indebtedness or in the
performance of any of the covenants and agreements herein contained or contained
• in the Deed of Trust, Borrower may collect and retain the currently accruing rents,
revenues, profits and income from the Premises and under the Leases, but in no
event for more than two months in advance o�' any such collections. .
(2) In any event, however, if the indebtedness is not paid at maturity, howsoever such •'
maturity may be brought about, or if default is made in the keeping or performance ,
of any of the Bonower's covenants and obligations under the Deed of Trust or
hereunder, thereupon or at any time thereafter, which such or any subsequent . � �
default coniinues, Lender may, personally or through an agent selected by Lender, , '
take, or have the Trustee under the Deed of Trust take possession and control of the � � •
Premises or any part thereof, and receive and collect all rents, revenues, profits. and �
income theretofore accrued or thereafter accruing therefrom so long as any of the •
Indebtedness remains uqpaid or until the foreclosure of the lien of the Deed of '
Trust, applying so much thereof as may be collected prior to, the sale of the . , .
property under foreclosure, first to the ordinary and necessary. expense incident to �. �• ,
such possession, c4ntrol and collection, . and second, the payment of the. � �
Indebtedness, irrespective ofwhether then mature, paying the balance, ifany, to the . '
Borrower. Borrower agrees thst the ordinary and necessary expenses incident to �
such possession, control and collection shall include, without limifaiion, reasqnable '
costs of management; repair and upkeep of the Premises, including the purchase of , �
such additional.equipment and appurtenances as the Lender in its reasonable, good ,
faith judgment may deem necessary for the maintenance of a proper rental value
� of the Prerriises and to all taxes, assessments, premiums for public liability
insurance; and insurance premiums payable by Borrower as provided' in the Deed '
of Trust, all to the extent required of the Borrower under the Leases. .No credit .
shall be given by Lender for any sum or sums received from the rents, issues, •
profits and. proceeds from the Leases and from the Premises until the money
representing the same is actually received in cash at Lender's office in Fort Worth, �
Texas, and no credit shall be given for any uncollected rents or other uncollected . . , �
amounts, nor shall any credit be given upon the Indebtedness after the Lender shall .
• have obtained possession of the Premises through foreclosure under order of sale
or by operation of law or by Trustee's sale. �
In the event Borrower shall receive any rents, revenues, �profits or inoome except •
to the extent permitted under pazagraph (1) hereof, Borrower will hold the same in
trust for the Lender and will not commingle same with other moneys or properties
of the Borrower and will promptly deliver the same to Lender to be held and
applied by�Lender upon the Indebtedness in aecordance with the tercns hereof. .
(3) Upon default, as described in paragraph 2 above, Lender may, from time to time
' appoint and dismiss such agents or employees as may be necessary for the
. collection of the rents, issues, profits and proceeds under the Leases and from the
Premises, and for the proper care and operation of the Premises under the Leases,
� and Borrower hereby grants to such agents and employees so, appointed full and
irrevocable authority on the Borrower's behalf to manage the Premises and to do
all necessary acts relating to such management.� The Lender shall. have the sole
control of such agents and employees whose remuneration shall be paid out of the
. rents,. issues, profits and proceeds as hereinabove provided, at the rate of
compensation then prevailing in Tai-rant County, Texas..
Borcower agrees that nothing in this Assignment shall be construed to limit or
restrict in.any way the rights, liens and powers granted in the Deed of Trust to'the
Trustee ar any successor or substitute trustee under the Deed of Trust to the Trustee
or any successor or substitute trustee under the Deed of Trust or to the Lender
under the Deed of Trust. The collection and application of the rents, issues, profits
and proceeds of [he Leases to the Indebtedness or as otherrvise above provided
2 oM Paga � . . . .
shall not constitute a waiver of any default which might at the time of application
or thereafter exist undez the Deed of Trust, and the Indebtedness or any part thereof
secured by the Deed of Trust may be accelerated in accordance with the terms of
the Deed of Trust, notwithstanding such application.
(4) , Borrower a�rees that Lender shall never under any circumstanoes be held liable for .
failure to collect any rents, issues, profits and proceeds from the Premises.
(5) • Bonower warrants and represents that the form of the lease agreement heretofore
delivered to the Lender represents a true and correct, copy of the form of instrument
heretofore used and hereafter to be used in connection with future leases, that no
rents have been prepaid on the Leases except for cuirent periods and as otherwise
provided in such Leases, that such Leases are not subject to any setoff, credit or
counterclaim, and that the Borrower has full right and power to pledge and assign
` hereunder all interests, and estates of the Lessor thereunder. Borrower agrees that,
without the prior written.consent of Lender, Borrower will not make any change
or modification in any lease now or hereafter covering any part of the Premises and
will not exercise,•any options oontained in any such lease or take any action to
forfeit fhe same and will not collect any rental in advance except as specifically
provided under any such lease. Borrower further agrees to infonm promptly the
Lander in writing of any . notices received of any Lessee with respect to any
obligatian or default urider any Lease. Borrower agrees that the Lender does not
in any way assume or agree to perform the obligations of Borrower under the
Leases or to become in any way liable under the obligatzons contained in any of the
Leases. Further, Lender shall never be obligated to complete construction of any
improvem.ents on the Premises.
(6) . Bocrower further warrants and represents that the Leases and the rentals thereunder
have not been assigned, hypothecated or pledged.
(7) iJpon request of Lender, Borrower agrees to furnish to: Lender true and correct
copies of photostatic copies of all Leases hereafter entered into by the Borrower
upon any part or all of the Premises.
(8) This Assignment shall be.binding upon Borrower and Borrower's successors and
assigns,•and shall inure to the beneftt of•Lender and its successors and assigns as
the holder and owner of the Indebtedness. '•
(9) Upon the payment in full af the Indebtedness, as evidenced by the recording af an
� instrument of full release of the lien of the Deed of Trust, this Assignment shall
become void and of no further force or effect.
EXECUTED this l lth day of December, 2Q02, BUT TO BE EFFECTNE THE _20TH
DAY OF DECEMBER, 2002.
B ORRO WER:
� ��?ti�'�� d' �/.�N��
DON E. �[.�TTSEN �
3 of4 Pega
THE,S�'ATE OF 2EXAS § • '
§
COUNTY OP TARRANT § �
The foregoing instrument was acknowledged before n the � day of
' ' December, 2002, by DON E. HANSEN. � �
,�/�� ��� , � .
..r .:.: . .. .......i...,: .. . ..._ _ �. .
- • ""'� : NOTARY PUBLIC, STA'I`E F"�'EXAS
`� •" wotuy �i+� • PRINTED NAME OF NOTARY
'���y; ST�T� OF TEXAS �
����uti A`Y ��!;m. lxp. 90/^5/2QQ4
�� --_ ..� .
MY CONIlVIISSION EXl'IRES: . �t' �tir�r,� Dt1V ►D BAILIFF��
' : , * h'r�tary Puhllc
. . ; ��� �rar� aF r�as �.
• � �=0� ' �y c�,m. ex�. yoi2si2oaa:�
� . , , � ...:� ,.....,... ...,,..
i . �
� . ' � 4 of 4 Paga
. � Exhibit A �
A summary of the contracts, and amendments thereto between you company and the City of Fort
� Worth are as follows: � � � � •
� City of Secretary , To Amend City Secretary � '
. Contr2ct Number Gontract Numbei' . �
� 17321 T-Hanger 8180 �
� 17322 ' Hangers $181 . .
17327 IOS.Location 9S 8938 . . '
� 17325' 9S Location 8S 11967 . � �
' �Transit Fuel Agreement . g��g . � ,
� � �
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. , . r l�Lv tvOTF.s • . ,
� ' . FOR � . . .
' DON HANS EN LEAS E►'A �� . .
. . . MEACIiAM FIELD � � � ..
� . FORT WORTFi MUNICIPAL AIRPORT � . �
A tract of land.out of 'the James WaLlace Su�cvey being out of t,�acta conveyed
to the City of Fort k'or�h by deeda recorded'izi Volume 1080, Page 413, and
� Volume 1050, Page 553, Deed Records,. Tarrant County, Texas, and also 6eing � "
. a portion of the F�rt Worth MunQcipal Airport, 2�ieacham Field, moxe par�icularly
, described using the .Texas co-ordinate system, North �Centzal zone,. co-ord�.naCes �'
and bearings as f o 17.au� c • ' �
Beginning at a point for the sou�ticwest corner �of eaid lease, the co-ordinates� .
of said point are X a 2,043,999.72, Y- 4�17,013.17; . � , '�
� Thence; North 2 degrees 50 uiinutes 26 second� esst �518.7 feet Eo a point for �.
the.northweat�corner of said lease; . '� � ' : .
. Thence: 5outh 87 degreea :09 minutea 34 secon�s' �ast 360.0 feet to the ,beginaing.' -, .
of a curve to�.Che .right, the center of which beara.south 2 degreee 50 minutes . .
. 26 aeconds west a radius� distance a£ 40.Q feet; . , ' ���.
. � Thence�; SouCheasterly along.said curve to the xight,an arc distance of 62�.83 ,�
. � � ',feet to a point; . ' " � .
Thence; South'Z degrees 50 minutes.26 secon�a west 478.7 feeC to a,poin� £or� �'
tha southeast corner, af said le.a.se;. ' � � - '
Thence; 2�orth 87,.degreea 09 minutea 34 seconds west 40Q.0 feet to the pLace
nf beginning and containing �07,135,64 square'feet of land, more or lesa. � .
� .. . , , ' � . _,
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. .I . . , FIEL� NO'PE5 ' ' : . • .
• � • FOR , . ., •
� ,
� •
MEACHAM FIEL� LCASE � � ''
� �-' CITY SGCRCTRRY C�NTRACT NO: 8181 • .
A tract of Land out of tY�e Jamea Wallace 5urvey being out of the '• �
tracts con�ieyed to the City of Fort Worth tiy deeds recorded in �, •
Volume 1080, Page 417, and Volume 1050•, Page 553, Deed Recorde, •
R'arrant Cauncy, Texas; and a190 being a portion of Fort Worth � •�
_,Municipal Airport, Meac}iam I'ield•, more particular-ly described usa."ng .
the Texas ca-ordina�e system, North Central zane, co-ordinatee and
bearings as follaws:. •, j` s,
� ��
DEGiNNI[VG at a point £or the southwest corner of said lease, the j 7 S
co-ordiaaCes oP said.poink beinq X= 2,044,459.63,.Y = 417,204.28; _
,TliENCE:' North 2 degrees 50 minutes 26 seconds east 378.0 feet to tl�e � ���
beginning of a curve to the right the center of which bear9 south B7 ,,
' deqrees 09 minutes 34 seconds eas�t a radius distance of'40.0 feet; '. �
TH�NCE:• Northeasterly.along�said curve to the ri�ht an atc distance; �
oE 62.Ei3. feet to a point in the north line of said.lease;.. . '
TIiENCE: Sauth�97 degrees 09 minutes 34 seconds east 350.0 feet to a • ..
, point for the norLheast corner oE lease;� • , �•
THLNCE: 5outh 2 degrees 50 minutes 26 seconds w•eet,418.0 feet to a • '. •
point for the southeast. corner of lease; ,. '•. �
THL•'NCE: North H�7 degrees D� � minutes 34 seconds west '390.0 feet, t4•
the place of Deginning and containing •162,675.64 square feet of ,• ,�
land, mu�e ar les�. ' ' '
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A tc+icc ��f lriiid Wu� of tlic J:imes W:tll�C¢ Survey, �efa� s nar,c oE 1 tract cnnvcycd
�o cl�u CiCy of F�r� Wortli by deerl recordesl in Va,lumc 1112, t'ags 574, 1)ned 12ecords, •
:arrant County, 'Iexas, a,��d �le.o�beinK a p�rtion oC Fort l�ofeh Aiunieipal Airporc,
Meacliam Field, more p�r�iculaclY descrived usin� Che texas Coordinate SysCem, Narth •
Central Zone, coordina�es and bearinp,s as follovs: •
CUFf�1f;NCl�, r�C .i pulnt iu llu: �eKC ltnc oC NnrCli �I:iLn SC�c��C :utd L�iu ����rt.l� 1•lnr. �.�� JBth
Stroet, �a•irl pniiu hein� nnd'easeerLy 5ls cornec oE hteael�am Fi�ld, 'ftl�iNCl:: Nar�lti no �
degrees 28 minutes �9 seconcfs east 884.6 fee[ and norCl� 89 de�recs 31 minu[es 21
seconds�vesC 540.0 feet to a"+" cuc in conc.rete for Che ,point oE 6e�inaia�, said
poin[ �cinfi Cl�e ao�a[he:�sC r.or��'s�r oE Lca�e Site Nn. 10, tl�e coor•dinates of said �
l�eginitin� poinc are: X=2,045,15G.41, Ya41�,8]7.05:
TIILNCC:� Sou�l1 na de�rees 2A minuces �9 secnnds 4esc 1g9.15 feec Eec che soucl�eas�
carner of [he Itierein descrihed Lease SiCe No. 9; ,
TUF,NCE: Nor[h B9 degrees 11 minutes 21 seconds.vesC 18Q.0 fcec for [lie soutlivest
corner of Lease Site No: 9; .. �
7FtENCF.: Nor�h no degrees 2B minutes 34 secends• easc 19.65 feet [o tl�e �e�,inning
of a curve co Che left, the eenter of vhich bears north 89 degrees 31 minutes 21 ' .
seconds vest'a radius dist�nce oE 174.0 feet; ' ,
T}IENCL•: Nor�hwe5terly along said curve eo the left an arc discance of 12B.21 Eeec
tc a pnint of tangent; � -
T}I.ENCE: NorCh 41 degrees 4r� minutes'21 seconds vesc 22.54 fee[ to a 1/2" iran pin
at che most southerly corner oE Lease 5ite No. 10; "
711L•NCE: North 48 deRrees 15 mi�utes 34 sececids' easc alonR' [he �outherly line of �
Lease.SiCe No. 10, 81.34 feeC,to ar angle point i� said saucherly line; .
TNENCF.: South 89 de�recs 3L minutes 21 seconds eas[ continuin� ,�lon� the.southe_rly. „
line of Lerse Site No. lU, 7.R0.0 feet to the pLace af beginnin� and conCaining
J9,959.3 square feet of land.more or less. ' • . .. .
'AND ALSo Ti{E FOLLOt�ING: Lea.se Si[e No. 10, . ,�� .
A tc�ct nF l�nd out oF. L'he Jrmes 4�aJ.laca Survey•beinq out aF a trnc[ o� land cmiveyed
co tLe City of Forc 1JorCh by deed recorJed irt Volume 1112, Pay�c 574, Doed Necards,
Ta�cant Caunty, Texas, :��jd nl::o being a portion oF For[ l�ortli NunlCipal A3�Tpo[C. .
.?teathnm Fie].d, more parciculit�,y described usin� Che Ter.as �Coardioac_e Sys�em, North —
Cenrral Zoite, coordinatca anct �earings as follows: , �
GOft�ICNGt: oC. a pnint in che north line of 3Btii Streec and cfie ves[ line of Nnrtli �
Nain SCreat, said painc olsu Ucin� an eaaccr].y souchc�s4' cornci oL' hicacl�am Fialcl,
Chene.e: NorCh no cieF�ees 28 m1nuCC5 34 secoucis e�sC 1076.f12 Ccec a+�d nurtl� 8(1 defirees
1? mitiuitez� 21 �ecoiuls w�sr 5��7.22 feet Eor tlic nocl'l+enet m�d bc�;inni�yS �101�1� nf I.C35E
5ite 10, che coordinates of said begi:nning poin[ are X=Z,OG5,158.74,..Y�418,11�..00;
i11L•NCE: Souch no .degrees Z8 mi�utes 34 seconds wes� 280.0 feeC [o a�poin[;
Tt1ENCL•: Not[h 89 JeFrees 71 o�inuces 21 seconds.�est 160.0 £eet co.a point;'
THENCG: South 48 degrees 15 minutes 39 seconds vesC 81.39 fee[ to a poin[; �
T4Ft7CL: Ncrch 41 .ciegrees 44 minu�es 21 seconds vesC 57.23 feee Co the most southerly
corner oi Lease Sice Na. 11; .
711CNCE: North 48 degrees 15 minutes 39 seconds easC alaqg Cl�e eascerly line of l.ease
Site Na. •11, 37.08 fee[ to a poi.nt; . . •
TNCNCE: North 1 derrce 19 minuGes J9 seconcls east con�inuing vi[h �lie ensc line af ,.
� l.ense Site No. 11, 3�7.9 fcec to Che nortlicasc rorner of 1.c�se 5ite Nu. 11:
TIII:NCI:: South 8U Jc�rcr.s 12 ii�l.nutes 21 sec�nds east 250.0 feec to- [he place of besinning
and caneoinin� 17,))1.92 squotc Ecet of land mote ot less. '
9
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, Page 6 , . . .
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�o:..re.� .2"�� �?5'.-��,. ��'''-�
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_,'.`..:,:�;',•:,„;;tij', .,r.c.kic';��l;d�l�:.�::g:.sii' �ti�=�i S �Y�.:•�^i���
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' ...i�., �'-.�:'3,, �� �:{•i':..'�s•n•' ��''.' `7 �.�y`: ti'i.:��K';!i:1=�
�� �.� r i ti�`�+^�J ��'ti,�i:eip,�iY �;r�l+ 4s:!"-"'�S.d�. a
� _ � .::� a' '{uJ.z�"���EE'� i'7P -fs.-� � e. { 1 .S�i:==' :�7��.y o-
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-•'.1!: _ — ' . � - . . . . . - . . ..
�A�''� _ .. . .-. - .. _ . . . i . . . . . . � i . . . . . _ .
Exhibit "B"
,FISLD NO'PES
FOR •
MEACHAM FIELD LCASE
CITY SL'CRL�TARY CONTRACT NO. 8181
' �J
A tract of land out oE the James Walla�e Survey being out of the
tracts conveyed to tlte City of Fort. Worth tiy deeds recorded in
�Volume 10A0, Page 413, and Volume 1050, Page 553, Deed Recorcie,,
R'arrant County, Taxas; and also being a portio� of Fort Worth
Municipal Airport, Meact►am I'ield, more particular�ly described using
the Texas co-ordinate sys•tem, North Central zorie, co-ordinatea and
bearings,as follows:
DEGTNNING at a poi.nt far the sauthwest corner of said lease, the
co-otdinates oE said point.being X.= 2,044,459.63,.X = 417,204.29;
THENCE: North 2 degrees 50 minutes 26 seconds east 378.0 feet to the
beqinning.of a curve ta the right the centzr of which bears south 87
degrees 09 minutes 34 seconds east a radius distance of 40.0 feet;
TH�:NCE: Northeasterly.along said curve to the right an ar� distance
of 62.83 feet to a point in the north line of said lease;
TIi�NCE: South 87 .degrees 09 minute9'34 seconds east 350.0 feet to a
point for the northeast corner of leaee;
THLNCE: So�tli 2 degrees 50 minutes 26 aeconde west 418.0 feet to a
point for the southeast corner of lease;
TIdL•'NCE: North i37 degrees �9 � minutes 34 seconds west 390.0 Feet to
the place of beginning and containing 16�2,675.69 square feet of
land, rnore nr les�.
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L
City of Fo�t Wo�th, Texas
Mayor and Council Communication
DATE REFERENGE NUMBER LOG NAME PAGE
12/17/02 **C-19391 55AGREE 1 of 2
SUBJECT CONSENTS TO ASSIGNMENT AND ASSUMPTION AGREEMENTS BETWEEN
SANDPIPER AIRPORT INN, INC. AND DON E. HANSEN, AND EXECUTION OF DEED
OF TRUST LIENS BY DON E. HANSEN IN FAVOR OF SUMMIT NATIONAL BANK OF
FORT WORTH RELATED TO LEASE SITES AT FORT WORTH MEACHAM
INTERNATIONAL AIRPORT
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute written consents to Assignment and Assumption Agreements
between Sandpiper Airport Inn, Inc. (Sandpiper) and Don E. Hansen, an individual, relating to all of
Sandpiper's leasehold interests at Fort Worth Meacham International Airport (Airport) other than
Lease Site 1-S; and
Z. Authorize the City Manager to execute written consents to the execution of Deed of Trust Liens by
Don E. Hansen in favor of Summit National Bank of Fort Worth (Bank) on all leaseholds at the
Airport assumed by Don E. Hansen.
DISCUSSION:
Sandpiper currently has seven (7) leases in effect for various parcels of real property at the Airport (City
Secretary Contract Nos. 8180, 8181, 8892, 8938, 9779, 11967 and 25212, all as may previously have
been amended and/or assigned). Sandpiper and Don E. Hansen have entered into assignment and
assumption agreements under which Sandpiper has agreed to assign all of its right, title and interests in
its Airport leaseholds, as provided by the leases, other than Lease Site 1-S (which is governed by City
Secretary Contract No. 25212, as previously amended), to Don E. Hansen, and Mr. Hansen has agreed
to assume all of Sandpiper's duties and obligations under those leases.
Once Mr. Hansen assumes the leases assigned by Sandpiper, he intends to refinance improvements
that have been constructed on the affected leaseholds through a loan from the Bank. Consequently,
Mr. Hansen has requested the City's consent to his execution of Deed of Trust Liens on his leaseholds
in order for the Bank to secure its loan to Mr. Hansen. The Deed of Trust Liens will grant the Bank the
right to operate as the Lessee or to secure another tenant in place of Mr. Hansen, if approved by the
City Council, in the event that Mr. Hansen defaults under the loan or breaches any of his leases with
the City.
City of Fo�t T�o�th, 7'exas
Ma�or and Council Cor�munication
DATE REFERENCE NUMBER LOG NAME PAGE
12/17/02 **C�19391 55AGREE 2 of 2
SUBJECT CONSENTS TO ASSIGNMENT AND ASSUMPTION AGREEMENTS BETWEEN
SANDPIPER AIRPORT INN, INC. AND DON E. HANSEN, AND EXECUTION OF DEED
OF TRUST LIENS BY DON E. HANSEN IN FAVOR OF SUMMIT NATIONAL BANK OF
FORT WORTH RELATED TO LEASE SITES AT FORT WORTH MEACHAM
INTERNATIONAL AIRPORT
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
►��'�
Submitted for City Manager's
Office by:
FUND I ACCOUNT I CENTER I AMOUNT
(to)
CITY SECRETARY
Marc Ott
Originating Department Head:
Bridgette Garrett (Acting)
Additional Information Contact:
Peter Vaky
8476
5403 � (from)
�
7601 I
APPROVED 12/17/02