HomeMy WebLinkAboutContract 28266�Ii�Y SECR��i4��
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FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
(CITY. SECRETARY CONTRACT NO. 25212, 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;
SAI�IDPIPER AIRPORT INN, INC. ("Lessee"), a Texas corporation acting by and through Don
E. Hansen, its duly authorized President; and SUMIVIIT BANK, N.A. (��Bank"), a national
banking association acting by and through S. Tom Senor, its duly authorized President.
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The following statements are true and correct and form the basis of tlus Agreement:
A. Lessor and Lessee previously entered into City Secretary Contract ("CSC") No. 25212, as
amended by CSC Nos. 26073. and 27689 (collectively, the "Lease"), a lease of real property located
at Fort Worth Meacham International Airport ("Airport") known as Lease Site 1-S and specifically
described in the Lease (the "Leased Premises"). '.
B. Pursuant to CSC No. 18967 and Section 1 of CSC No. 25212, 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 impravements ta the Leased Premises, and Bank of the West has released all rights and
interest in the Leased Premises provided by CSC No. 18967 and Section 1 of CSC No. 25212.
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 by Lessee to Bank
under certain promissory notes.
Aur . .men
1. Lessor hereby consents to the execution by Lessee of the Deed of Trust, Security Agreement
and Financing Statement 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 incorporated herein
Page 1
Consent to Deed of Trust between
Sandpiper Airport Inn, Inc. and Sumtnit Bank, N.A.
(CSC No. 25212, as amended)
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by reference for all purposes. The Leased Premises are specifically described in the field notes af
Exhibit "B-1", 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 not
(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 convey 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 of Trust, all of such
improvements constitute part of the leasehold estate and Bank does nat 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 notice 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 reasonable amount of
additional time to cure such default, in which case Lessor will provide Bank with an extended
deadline to cure such default as determined by Lessor its sole, but reasonable, discretian.
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 Bank.
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.
Page 2
Consent to Deed of Trust between
Sandpiper Airport Inn, Inc. and Sumnut Bank, N.A.
(CSC No. 25212, as amended)
6. Bank agrees that it promptly will notify Lessor in writing when Bank has released its rights
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 termination 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 Agreement 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 Bank of the West under the Bank of the West Agreements and that Barilc 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 beiween 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
forth 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.
12. 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 construed in accordance with the laws of the State of Texas.
Page 3
Consent to Deed of Trust between
Sandpiper Airport Inn, Inc. and Summit Bank, N.A.
(CSC No. 25212, as amended)
Venue for any action arising under the provisions of this Agreement shall lie in state courts located
in Tarrant County, Texas or in the United States District Court for the Northern District of Texas,
Fort Worth Division.
14. This written instrumerit, including any documents attached hereto and/or incorporated
herein by reference, contains the entire understanding and agreement between Lessor, Lessee and
Bank as to the matters contained herein. Any prior or contemporaneous oral or writteri agreement
concerning such matters is hereby declared null and void to the extent in conflict with this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
as of the last date set forth below:
CITY OF FO ORTH•
F
By: ��
Marc Ott
Assistant City Manager
Date: 4t�
ATTEST: r.�
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$y; `�/ / i
�f .�.�. / ' .�' ����1�.
Gloria Pear � n
City Secre r�y - �
APPROVED AS TO FORM AND LEGALITY:
gy; �; � '�; � ;,% �a�_
Peter Vaky ����
Assistant City Attorney
M&c:� -�' y.3 9;� i 2-i 7- c 2..
SANDPIPER AIRPORT INN, INC.,
a Texas corporation:
By: � ��� �� ,, � , '� ��
Don E. Hansen
President ; �
/
,
,� .
/
D'dtA� . ' �
Page 4
Consent to Deed of Trust between
Sandpiper Airport Inn, Inc. and Summit Bank, N.A.
(CSC No. 25212, as amended)
ATTEST:
P ,`L�\Cy�
By:— C�.C.O, � aj �
I ' ' ' 'r���L�
, !�0,�
!I
� �
SUMMTT BANK, N.A.:
By .�" �'`'
S. Tom Senor �
President
Date: l �' �% �-C��''�
Page 5
Consent to Deed of Trust between
Sandpiper Aaport Inn, Inc. and Summit Bank, N.A.
(CSC No. 25212, as amended)
ATTEST:
By; �-v �.( D
` ; � �
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 sarrie as the act of the City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN LJNDER M1' HAND .AND SEAL OF OFFICE this �!J day of
,�.���1a1�� ; 2002.
�•'°4�YPV8 RQSELLABARNES �`��� �r�;�
�' � �G*� NOTARY PUBUC °� ti'-'�
N,,9�,,,,�,� r; state ot raxas Notary Public in and for the State af Texas
?i� � �!:• Comm. Exp. 03-31-2005
. �, I • , , . � . �. u � „" . � .r � � . � i. 1..
STATE OF TEXAS
COUNTY OF TARRANT
0
0
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 the act of the
Sandpiper Airport Inn, Inc. and that he executed the same as the act of Sandpiper Airport Inn,
Inc. for the purposes and consideration therein expressed and in the capacity therein stated.
�GNEN UNDER MY HAND AND SEAL OF OFFICE this �� day of
.,�f'D�n1.f�n� , aoo2.
, •ao��+� LEANN DAVENPORi
��:. .
<' �"� � NOTARY PUBLIC
�
STATE OF TEXAS
�� ���9� OF �*p` My Gomm. Exp.12-22-2003
�; _ _�!
�
C ���?� G���f�P�iri7v�''
Notary Public in and for the State o'� Texas
STATE OF T�XAS
COUNTY OF TARRANT
�
�
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, 1l1.A. and that he executed the same as the act of Summit Bank, I�1.A., for the
purposes and consideration therein expressed and in the capacity therein stated.
�GNEN UNDER MY HAND AND SEAL OF OFFICE this ot � day of
,Q� . � , 2002.
� ,,���M�Puo� L�,qfVN DAVENPORi �
#':��� � NOTAF�Y PU�LIC �
�
�� STAI'E OF TEXAS �
�, aT'� �F �`*P� My Comm. Exp.12-22-2003 �
::�a�•�;.� � <. a
�� �� �:� �:��.�_�.
^ r l�'�1GC1 (
Notary Public in and for the State of Texas
Exhibit "A"
Summit �ank, N.A.
3851 NE Loop 820
Fort Worth, Texas 76137
$200,000.00
DEED OF TRUST NOTE
December 11, 2002
BUT TO BE EFFECTIVE DECEM6ER 20, 2002
FOR VALUE RECEIVED, the undersigned (whether one or more) (and any endorsers hereo� jointly and severally promise lo pay to
the order of 5ummit Bank, N.A., ("Bank") at its o�ce in Tarrant County, Texas, or at such other places as Bank may hereafler designate,
the principal sum ofTWO HUNDRED TMOUSAND AND N0/100 DOLLARS ($200,U00.00), orso much thereof as may be advanced,
with interest (calculated on the basis of a,360 day year) on the unpaid principal balance from time to time owing hereon computed from
the date of this note until maturity at a,per annum rate of (check box and complete appropriate paragraph):
� 6,5
❑ • "/a greater than the Base Rate published from lime to tfine by Bank (the Base Rate is the interest
rate announced from time to time by Bank as a general reference loan rate of interesl and it may or may not be fhe towest
rate charged by Bank from time to time.) Provided, however, that the rate of interest charged hereunder shall never be
greater than the Maximum Lawful Rate. The present rate of interest computed by such.formula is % per annum. Any
change in the Base Rale by Bank shall be effective for purposes of changing the rate of i�terest which this Note bears as
of lhe Gate of.the change of such Base Rate unless othenvise stated as follows:
All past-0ue prinaiPal and interest shall bear inlerest at the Maximum Lawful Rate.
This Nole ls payable on dema�d, but if no demend is made, then this Note is payable as follows: In 59 monthly inst211ments of
$1,742.72 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
ZOth day of January, 2003, and a like installment being due and payable on or before the 20th day of each succeeding month
thereafter until December 20, 2007, when the eniire sum, both principal 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 foRh, in no event shall the aggregate of all interest paid or contracted to be paid to Bank by the undersigned (or any
guarantors or endorsers) ever exceed the maximum amount of interest which may lawfully be charged the undersigned by Bank on the
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 intent of Bank and Ihe undersigned in the execution and delivery of this Note to contract in strict compllance with applfcable
usury laws. In furtherance thereof, none of the terms of this Note or said other instruments shall ever be construed to create a contract to
pay interest at a rate in excess of the Maximum LawFul Rate for the use, forebearance or detention af money. The tertn "Maximum Law(ul
Rate" as used herein, shall mean the maximum nonusurious rate of interestwhich may lawfully be charged the undersigned by Bank under
applicable law, and, in interpreting the Maximum Lawful Rate, Bank may rely upon lhe "indicated rate ceiling" in effect irom time to time
as define� in Vernon's Ann. Civ. St. art. 1.04(a) as Iimited and modified by Vernon's Ann. Civ. St. aR. 1.04(b). In determining whether ihe
loan eviden¢ed by this Note is usurious under applicable law, all interest at any time contracted for, charged, or received from the
undersigned in connection with the loan evidenced by this Note shall be amortized, prorated, allocated, and spread In equal parls during
the period of the full stated tertn of ihis Note. However., in the event that this Note is paid in full by the undersigned (or any guarantors or
endorsers hereo� prior lo the end of lhe full stated lerm of this Note and in the event the interest received by Bank for the actual period
of the axistence of the loan exceeds !he Maximum Lawful Rate, Bank shall, at ils option, either refund to the undersigned the amount of
such excess or credit the amount of such excess against any amounls owing by the undersigned under this Note. In addition, if, from any
circumstances whalsoever, fulfillment of any provision hereof, or of the Deed of Trust, Security Agreement and .Financing Statement
securing this Note, or of any ather instrument securing this Note, or of any other agreement referred fo herein or executed pursuent to or
in connection with this Note, at the time performance' ot such provisions shall be due, shali involve transcending the limit of vaUdity
prescribed by applicable law, then,.ipso facto, the obligatlon to fulfill shall be reduced to the limit of such Validity, and if irom any
circumstances Bank shall ever receive as interest an amount which would exceed the Maximum Lawful Rate, such amount which would
be excessive interest shall, at the.pption oi Bank, 6e refunded to the undersigned or be applied to the reduction oF the unpaid p�incipal
balance due hereunder and not to the paymenl oFinterest. The provisions of this paragraph shall supersede all other provislons of thls Note
and all provisions of other instruments evidencing or securing ihe loan evidenced by this Note, should such provisions be in apparent
conflict herewith. . . •
The undersigned (including endorsers) are to be regarded as p�incipals so far as their liability to Bank is concerned and all such persons
agree that Bank and any one or more of the undersigned may at any time renew and extend the date of maturity hereof or mbdify ihe
method of payment herein without notice of such fact to any others of undersigned (Including endorsers) who shall remain severaliy bound
for the payment hereof, and agree that any and all security Interests, mortgages, deeds of trust or oth�r liens given for the payment hereof
by the undersigned al any time 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 OECOME LIABLE ON THIS NOTE, HEREBY JOINTL�Y AND SEVERALLY WAIVE ALL NOTICES OF NONPAYMENT,
DEMANDS FOR PAYMENT; PRESENTMENTS FOR PAYMENT, NOTICES OF INTENTION TO ACCELERATE MATURITY, NOTICES
OF ACTUAL ACCELERATION OF.MATURITY, PROTESTS, NOTICES OF PROTEST, AND ANY OTHER DEMANDS OR NOTICE OF
ANY KIND AS TO THIS NOTE, DILIGENCE IN COL�ECTION HEREOF AND IN BRINGING SUIT HEREON AND ANY NOTICE OF, OR
DEFENSE ON ACCOUNT OF, THE EXTENSION OF TIME OF PAYMENT OR CHANGE IN THE METHOD OF MAKING PAYMENT, AND'
WITHOUT FURTHER NOTICE HEREBY CONSENT TO ANY AND ALL RENEWALS AND EXTENSIONS IN THE TIME OF PAYMENT
HEREOF EITHER BEFORE OR AFTER MATURI.TY AND THE RELEASE OF ANY PARTY PRIMARILY OR SECONDARILY LIABLE
HEREON. As lo any extension or renewal, ihe rate of interest lhereon 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 othervvise dealt with, and any of the acts
mentioned in said re�ewal notes may be done all without affecting the liability of the undersigned or the Ilabiliry of any endorsers, surelies,
or guarantors hereof, each of whom agrees to remain liable under said renewal note until the debt represanted thereby is aclually paid i�
full lo Ba�k. The undersigned agree that Bank's acceptance of partial or delinquent payments, or faflure o( Bank to exercise any right or
remedy contained hereln or in any instrument given as securfty for the payment of this Note shall not be a waiver of any obligation of the
undersigned to Bank or consfitute waiver of any similar default subsequently occurring. The undersigned and all sureties, endorsers, and
guaranlors of this Note agree to any.substitulion, exchange or release of•any coliateral given as security for this Note or the release of any
party primarily or secondarily liable hereon, and fuRher agree that it will not be necessary for Bank, in order to enforce payment of this Note,
to first institute suit or exhaust its remedies against any maker or others liable herefor, or to enforce its rights against any security herefor.
The undersigned expressly agree that in the event of default 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 Defauit under the Deed of Trust, Security Agreement and Financing
Statement being execuled simultaneously herewith, or in the eveot of default in the performance of any of the terms, covenants or
conditions contained in any other instrument or instruments given as security for the payment of this Note, or upon fa(lure oAf the
l,�1 /01 �
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 that the prospecf of payment or pertormance of thfs Note or any of its terms are impaired, or if any event occurs or
condition exists which authorizes the acceleration of the maturity hereof under any other agreement made by the undersigned wilh Bank,
or if any representation, warranty orcertlflcation made by the undersigned with Bank, or if any representation, warranty or certification made
by the undersigned in any certificate, financial statement or other instrument pursuant hereto shall prove to have been incorrect in any
material respect upon lhe date when made; or if the undersigned (including endorsers, surelies, and guaranlors) shall admit in writing an
inability ta pay this Note when due or shell make an assignment for tha benefit of creditors, file a petitipn in benkruptcy, petitlon or apply
to any tribunal for tfie appointment oF a custadian, receiver or any trustee for it or a substantial part of its assets, or shall commence any
proceeding under any bankruptcy, reorganization, arrangemenl, readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effec[; or if there shall have been filed any such petition or application, or any such proceeding shall
have been commenced against it, in which an orcler for relief is entered orwhich remains undismissed for a period'of thirty days or more;
or if the undersigned, (including endorsers, surelies and guarantors) by any act or omission shall indicate its consent to, approval of or
acquiescence in any such petition, applioation or proceeding or order for relief or the appointment of a custodian, receiver or any trustee
for it or any substantial paR oF any of ils propeAies, or shall suffer any custodianship, receivership or trusteeship to continue undischarged
for a period of thirty days or more; or if lhe undersigned, (including endorsers, sureties and guarantors) shall generally not pay its debts
as such debts become due; or if the unders'igned, (including endorsers, sureties and guarantors). shall have concealed, removed, or
permitted lo be concealed or removed, any part of its propeRy, with intent to hinder, delay or defraud its creditors or any of them, or made
or suffered a transfer of any of its property whi�h may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall
have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have no! been pald;
or shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or
distraint which is not vacated within thirty days from the date thereof, then, and in that event, Bank may, at its option, without notice of
nonpayment, demand of payment, presentment for payment, notice of intention to accelerale maturity, notice of maturity, protest, nolice
of protest, or any other demand or nolice of any kind, all of which are hereby expressly waived, declare the principal of this Note, or so
much thereof as may remain unpaid at the time, and all interest then accrued thereon at once due and payable, and 8ank may immedialely
exercise its right of setoff as described helow. In the event default is made in the prompt payment of lhis Note when due or declared due,
or the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through any judicial
proceeding whatsoever, or if any action of foreclosure be had hereon, then the 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 this Note as attorney's fees plus all.expenses Incurred in connection with the protection or realization of the
collateral pledged as security for repayment of the indebtedness reflected herein or enforcemenl 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 underslgned (including
endorsers) and shell inure to the benefit of Bank and any other holder hereof, and their respective successars and assigns and such
provisions shall be construed pursuant to the lews of the State af Texas. The term "Bank" as used herein shall include any subsequent
owner or halder of this Note except when in reference to lhe "Base Rate" which shall always be intended to mean the Base Rate of Summit
8ank, N.A. The agreements contained herein are fully performable in Tarrant County, Texas.
As fuRher securily for this Note, and all other intlebtedness which may aE any time be owing by the undersigned (and any endorsers
hereo� to Bank or other holder hereof, the undersigned (and any endorsers hereo� give to Bank, or olher holder hereof, a securiry interest
and a conlractual right of setoff in and fo all money now in, or at any time hereafter coming within, lhe custody or control of Bank or other
holder hereof (including, without limitation; all deposits and accou�ts) and Bank may and is authorized to retain and apply said money to
the payment of this Note andlor to the payment of such olher 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 Stalement of even date herewith to S. TOM
SENOR, as Trustee, covering certain real estate located in the County of Tarrant, State of Texas and descrlbed as follows:
GRANTOR'S LEASEHOLD ESTATE AND l.EASEHOLO INTEREST IN THE FOLLOWING DESCRIBED REAL PROPERTY:
As described on Exhibit "A", attached herelo and incorporated herein for all purposes, being a certain parcel or tract of land located
at Meacham Field, a municipal airport in the City of Fort Worth, Tarrant County, Texas; �
the said Leasehold interests of Grantor being described in those certain Lease Agreements (by and between the City of Fort Worth,
Texas, as Lessor, and Don E. Hansen, as Lessee, the said Don E. Hansen's right, title and inlerest in said Lease Agreements having
been assigned to Grantor herein) described on Exhibit "B" attached hereto and incorporated herein for all purposes (the "City of Forf
Worth Lease Agreements"). .
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED.BY EVIDENCE OF PRIqR,
CONTEMPQRANEOUS, OR SUBSEQUENT QRAL
AGREEMENTS OF 7HE PARTIES.
THERE ARE NO UNWRITfEN ORAL
AGREEMENTS BETWEENTHE PARTIES..
4000 North Main Street
The undersigned:
SANDPIPER AIRPORT INN, INC.
BY: �i� �(i�`��
Don.E. HarldekY resident
Fort Worth, Texas 76106
GF# ATC 2002 DB 717957•V (B27)
THE STATE OF TEXAS
COUNTY OF 7ARRANT
Summit Bank, N.A.
DEED OF TRUST
SECURITY AGREEMENT
FINANCING STATEMENT
This instrument is entered (nto between the undersigned (hereafter called "Mortgagor") and S. TOM SENOR (hereaRer called
"Trustee"), as trustee for the benefit of Summit Bank, N.A. (hereafter calied "Bank").
SECTION 1. DEFINITIONS.
1:1 The term "Mortgaged Premises" means the following descrlbed real property and persanal property which is or wilt become fixtures
(Iist personal property by item or type): ,
GRANTOR'S LEASEHOLD ESTATE AND LEASEHOLD INTEREST IN THE FOLLOWING DESCRIBED REAL
PROPERTY:
As described on Exhibit "A", attached hereto and incorporated herein for all purposes, being a ceRain parcal or tract of
land located at Meacham Field, a municipal airport in the City of Fort Worth, Tarrant County, Texas;
the said Leasehold interes[s of Grantor being described in those certain Lease Agreements (by and between lhe City
of Fort WoRh, Texas, as Lessor, and Don E. Hansen, as�Lessee, the said Don E. Hansen's right, title and interest in said
Lease Agreements having been assigned to Grantor herein) described on Exhibit "B" attached hereto and incorporaled
herein for all purposes (the "City of Fort Worth Lease Agreements");
togetherwith all heating, plumbing, refrigeration, lighting fixtures, equipment and/orappllances now, orhereafler, attached to orused
in co�nection with the above described real property, and all buildings and all improvements now or hereafter placed upon such
property and all appurtenances, servitudes, rights, ways, privileges, presc�iptions and advantages in any way thereunto belonging
to or appehaining (but not consumer goods, other than accessories, acquired by Mortgagor more than ten (10) days after date
pursuarit to Art. 9.204 of the Texas Business and Commerce Code.)
1:2 The term "Obligations" means;
A. A promissory note dated December 20, 2002, in the principal sum as shown on said note executed by SANDPIPER AIRPORT
INN, INC. .
(hereinafter called "Bor�ower") and payable to the order of Bank at i[s o�ce in Fort Worth, Texas, or such other place as the holder
of the note may designate, with interest as therein specified and on terms as therein contained;
B. All promissory notes evidencing additional loans which Bank may hereafter make to Borrower (although it is understood that
Bank is under no obligation to do so;
C. All other indebtedness and liabililies of all kinds of Borrower to Bank now existing or hereafter arising, whelher fixed or
contingent, joint and/or several, direct or indirect, primary or secondary, and regardless of how created or evidenced;
D. All sums advanced or costs or expenses incurred by Bank (whether by it directly or on its behalf by the trustee) which are made
or incurred pursuant lo, or allowed by the terms o( thfs instrument, pius interest thereon at the rate of ten percent (10%) per annum
from the date paid until reimbursed; and
E. All renewals and extensions of all of lhe above whether or not Borrower executes any renewal or extension agreement.
1:3 The term "Mortgago�' means Ihe party signing this Deed of. Trust. If, however, the pa�ty signing this peed of Trusf and the party
executing any or all fo the 061igations referenced in Section 1:2 above are diffarent, then all reference to "MaRgagor" herein shall,
�so facto, also mean "and/or the paKy 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 a�d in further
consideration of the mutual covenants herein contained, Mortgagor by this instrument conveys lo Trustee the above described Mortgaged
Premises, In trust, for the purpose of securing such Obligations. TO HAVE AND TO HOLD the Mortgaged Premises, together with the
rights, privileges and appurtenances lhereto belonging unto theTrustee arid his substitutes orsuccessors forever, and Mortgagorls hereby
bound to warrant and forever defend the Mortgaged Premises unto lhe Trustee, his subslitutes or successors and their assigns, against
the claims of all persons claiming any interest in lhe Mortgaged Premises or any paR thereof.
SECTION IIi. ADDITIONAL SECURITY. �
As additional security for the payment of the Obligations, Mortgagor.hereby lransfers and assigns unto Bank:
A. All judgments, awards of damages and settlements hereinafter made resulting from condemnation proceedings or the laking
of all or any part of the Mortgaged Premises under the power of eminent domain, or for any damage (whether caused by such laking
or otherwise) to the Morigaged Premises o� any part thereof, or to any rights appurtenant therelo, including any award for change
of grade of streets. Bank is hereby authorized, but shall not be required, on behalf and in lhe name of Mortgagor, lo execute and
deliver acquittance's for, and to appeal from, any such judgments or awards. Bank may apply all such sums or any part lhereof so
received, afler ihe payment of all expenses, including costs and attorneys' fees, on the ObligaUons in such manner as Bank elects.
' B. All bonuses, rents and royalties accrued or to accrue under, all oil, gas or mineral teases, now existing or which may hereafter
come into existence on or al the Mortgaged Premises. Mo�tgagor dfrects payments of the sama to Bank, at the option of Bank and
upon written demand of Bank iherefor, to be applied to the Obligations until paid in full, whether due or not, and whether before or
after any default under the terms of this inslrument or the Obligations.
C. All rents, issues and profits of the Morigaged Premises, including, bul not limited to, all unsevered crops, or Mortgagor's interest
therein. Mortgagor dlrects payment of same to Bank to be applied to the Obligations until paid in full, whether due or not. This
assignment shall become operative upon any default of Mortgagor under the terms of this instrument or the Obligalions and shall
remaln in full farce and effect so long as any defaull continuss in the manner of making any of the payments or the pe�Farmance
of any of the covenanls sef fprlh in this instrument ar in the Obligations.
SEC710N IV. MOR7GAGOR'S REPRESENTATIONS AND WARRANTIES.
In order to induce 8ank to extend or continue the indebtedness represented by the Obligations, Mortgagorrepresents and covenanls
that:
A. Accurate Loan Information. All information contained in statements fumished or to be fumished Bank by or on behalf of
Mortgagor in connection with the Obligations secured by this instrument is or will be complete and accurate;
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B. Val1d Tltle. Mortgagor has vaiid and indefeasible title to the Mortgaged Premises and has a legal right to grant and convey
same to Trustee for the benefit of Bank; and Mortgagor shall, if requested by Bank, execute all proper addiHonal assurances of title;
C. Free From Encumbrences. The Mortgaged Premises are free irom all liens, security interest or other encumbrances except
• as specifically set forth ahove or as permitted by the provisions of Paragraph D of Section V;
D. Property Inciuded as Fixtures. All awnings, door and window screens, stortn windows and doors, mantels, cabinels, rugs,
carpeting, linoleum, wall and In•a-door beds, stoves shades, blinds, oil and other fuel-burning systems and equipment, waler
heaters, radiator., covers, and ell plumbing, heating, lighting, cooking, ventilating, cooling, eir-conditioning and refrigeraling
apparatus and equipment, and such goods and chattels and personal property as are usually furnished by landlords In letlfng
an unCurnished building, or which are or shall be attached to said building by nails, screws, bolts, pipe connections, masonry
or in other manner, and all additions thereto and replacements thereof, and such bullt-in equipment as shown by plans and
. specifications, are and shall be deemed lo be fixtures and accessions to the Mortgaged Premises, being hereby agreed to be
immovables and a part of the realty' as belween lhe parties hereto, and shall be deemed to ba a part oF the Mortgaged
Premises, subject only to lhe above limitation as to consumer goods; and
E. Environmental and Hazardous Substances.
(1) The Mortgaged Premises and Ihe operalions conducted thereon do not violate any applicable law, statute, ordinance, rule,
regulation, order, or determination of any Govemmental Authority or any restrictive covenant or deed restriction (recorded or
otherwise), including, without limitation, all applicable zoning ordinances and building codes,. flood disaster laws, and
Environmental Laws.
(2) W ithout limitation of (1) immediately preceding, the Mortgaged Premises and operations conducted thereon by the current
owner or operator of such Mortgaged Premises are not in violalion of or subject to any existing, pending, or threatened action,
suit, investigation, inquiry, or proceeding by any'governmental or nongovernmental entity or person or lo any remedlal
obligations under any Environmental Law.
(3) The Mortgaged Premises do not contein any Hazardous Substance.
(4) Mortgagor has taken all steps necessary to determine and has determined that no Hazardous Substances have been
generated, ireated, placed, held, located, or othervvise released on, under, from, or about the Mortgaged Premises.
(5) Mortgagor has not undertaken, permitted, authoriied, or suffered, and will not unde�take, permit, authorize, or suffer, the
' presen�e, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial, or disposal
on, in, under, from or about the Mortgaged Premises of any Hazardous Substance or the transportation to or irom the
Mortgaged Premises of any Hazardous Substance. •
. (6) There is no pending orthreatened litigation, proceedings, or investigations before or by any administrative agency in which
any person or entity aileges or is inYesfigating any alleged presence, release, threat of release, placement on, in, under, from
or about the Mp�tgfiged Premises, or the manufacture, handling, generation, lransportation, storage, freatment, discharge,
burial, or disposal on, under, lrom or about the Mortgeged Premises, or the transpoRation to or from the Martgaged Premises,
of any Hazardous Su6atance.
(7) Morlgagor has noi received any notice, and has no actual or constructive knowledge, that any Govemmental Authority or
any employee or agent lhereof hes determined, or threatens to determine, or is investigating any allegation ihat ihere is a
presence, release, ihreal of release, placemenl on, in, under, (rom or about the Mortgaged Premises, or the use, manufaclure,
handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, in, under, from or about the
Mortgaged Premises, or the transportation to or from the Mortgaged Premises, of any Hazardous 5ubstance.
(B) There have been no communications or agreemenls with any Govemmental Authority or any private entity, including, but
not limited to, any prior owners or operators of the Mortgaged Premises, relating in any way to the presence, release, thteat
of release, placement on, under or about the Mortgaged Premises, .or the use, manufacture, handling, generation,
� transportati6n, storage, treatment, discharge, burial, or disposal on, in, under or about the Mortgaged Premises, or ►he
transportation to or from the Mortgaged Premises, of any Hazardous Subslance. �
' (9) Neither Mortgagor nor, to the best knowledge, information and belief of Mortgagor, any other person, including but not
limited to, any predecessor owner, tenant, licensee, occupant, user, or operator of all or any portion oF the Morlgaged Premises,
has ever caused, permitted, authorized, or suffered, and MoRgagor will not cause, permit, authorize, or suffer, any Hazardous
Substance lo be placed, held, located, or disposed of, on, in, under or about any other real property, all or any portion of which
is legally or beneficially owned (or any interest or estate therein which is owned) by Mortgegor in any jurisdiction now or
hereafier.having in effect a so-called "superiien" law or ordinance or any part thereof, the effect of which law or ordinance,would
be to create a.lien on the Mortgaged Premises to secure any obligation in connection with the "superlien" law of such other
jurisdiction.
(10) Mortgagor has bean issued all required federal, state, and local licenses, ceriificates, or pertnits relating to, and
Mortgagor and ils facilities, business assets, property, leaseholds, and equipment are in compliance in all respects with all
applicable federal, state, and local laws, rules, and regulations relating to, airemissions, water discharge, noise emissions, solid
or Ilquid waste disposal, hazardous wasle or materials, or other environmental, health, or safety matters.
F. Represenkatlons, Warrantles and Govenants of Corporate Mortgagor. If Mortgagor is a corpqration: (1) it is, and shall
continue to be (a) duly organized and existing under the laws of the state in whicli it fs i�corporated, (b) duly authorized to execute
and deliver the written instruments comprising the Obligations and this inslrument and to observe and perform its duties thereunder
and hereunder; (2) its o�cers execu[ing the inslruments comprising part or all of the Obligations are the legally elected, qualified
and acting o�cers of lhe corporation and have been expressly authorized lo execute such instruments by resolution of the
corporation's board of direclars; and (3) it shall not, without Bank's prior written consent, reorganize, consolidate or merge with any
other corporation.
SECTION V. MORTGAGOR'S COVENANTS.
As long as any of the Obligations remairis unpaid, Mortgagor shall (at Mo�tgagors own expense): .
A. Maintain Premises and Permlt Inspection. Cause the Mortgaged Premises to be maintained in good condition and cause
to be made all repairs, renewals, replacements, additions and improvemenls thereof or thereto and permit the Trustee and Bank
(through its agents and employees) to enter into or upon the Mortgaged Premises for the purpose of investigating and Inspecting
. the condilion and operation of the Mortgaged Premises; provided, however, Mortgagor shali not make any material alterations lo
the Mortgaged Premises without Bank's prior written consent.
B. Prevent Vacancles. Keep occupied habitable improvements on the Mortgaged Premises so as not to impair the insurance
carried thereon, and in the event any such improvements become vacant and remain vacant for more than lhirty consecutive days,
Bank may �equire ihe Trustee to take possession of such improvements, rent them, and the rent so received, less the reasonabla
costs and expenses of collection thereof, shall be applied as part payment of the Obligations.
C. No Sale of Premises. Not sell, assign or convey any part or all of the Mortgaged Premises (regardless ofwhether the buyer
orassignee "assumes" ►he Obligations or takes lhe Mortgaged Premises "subject to" such Obligations)wilhout first obtaining Bank's
prior written consent; provided, however, this paragraph shall not apply to sales of standard inventory items in the ordinary course
of Mortgagols business.
D. Prevent Other Encumbrances. Cause the Mortgaged Premises to be debt free and clearnf liens, charges, security interests,
andencumbrancesofeverycharacterotherthan: (1)theliensandotherencumbrancescreatedoracknowledgedbythlsinstrumenh,
(2) taxes constituling a lien but not yet due and payable; (3) defects or Irregularities in title, and liens, 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 lo aHect materially title thereto; (4) those being contested in good faith by Mortgagor 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.
Mortgagor covenants that it shall preserve and maintain the liens and other encumbrances hereby created as a first and prior lien
or encumbrance on the Mo�tgaged Premises.
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT—Page 2
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• E. Carry Insurance. Carry, with good and solvent insurance compenies satisfactory to Bank and'in amouMs satisfaclory to Bank,
the broadest available form of"all risks" or "special form" property insurance in respect of the improvements now or hereafter located
on the Mortgaged Premises and all furniture, fixtures, equipment, merchandise and all other items of Mortgagor's personal propedy
in, on, at or about the Mortgaged Premises against loss or damage by fire, windstorm, and any other hazards as may reasonably
be required from time to time by Bank during the term.of the Obligations hereby secured to the extent of the full replacement cost
(now, without deduction for deprecialion) of the covered items and property, in such form and with such insurance company ar
comp�nies as may be approved by Bank. All such insurance shall name Bank as mortgagee and,loss payee thereln, ae its interest
may appear, and all such insurance shall contain such standard mortgage clauses as are acceptable to and approved by Bank.
. MoRgagor shall also deliver renewals of such policies to Bank at least fifteen (15) days before any such insurance policies shall
expire. All such fnsurance policies shall provide the maximum prior written notice to Bank of cancellation which the insurance
' companies will provide. Mortgagor hereby assigns lo Bank all oF Mortgagors rights, title and interest in all such policies of lnsurance
and authorizes Bank to collect for, adjust or compromise any losses under any insurance poticy on the Morigaged Premises; and
all loss proceeds (less exp�nses of collection) shall, at Bank's option, be applfed to payment of the Obligations (regardless of
whether the Obligations, or any part thereof, are lhen due) or to the restoration of the Mortgaged Premises, or may be released to
Mortgagor, bul any such application of release shall not cure or waive any defaull. Additionally, obtain and mainlain and keep in
full force and effect the broadest form of commercial general liability insurance providing coverage against (among others) bodily
injury and disease, including death resulting therefrom, personal injury and property damage, written.on an "occurrence" basis wilh
respect to the business and any other ectivities carried on, in or from the Mortgaged Premises and with respect lo Morigagors use
and occupancy thereof.
F. Pay Recording Expenses.and Maintain Liens. File at Mortgagor's expense this and every other insirument in addition or
supplement hereto inctuding�appticable financing statements in such offices and at such tfines and as often as may be necessary '
in Bank's opinion to preserve, protect and renew the liens and other encum6rances herein created as a first lien or prior
encumbrance on real or personal property as the case may be; and Mortgagor shall do and perform sll matters or things necessary
or expedient to be done orobserved by reason of any law or regulation of any State or of the United States or of any other competent
authority for ihe purpose o( ef(ectiveiy creating, maintaining and preserving the liens and other encumbrances created herein;
G. Pay Charges Accruing to Mortgaged Premises. Promptly pay or cause to be paid when due and owing: (1) all rentals in
•� respect of the Mortgaged Premises; (2) all expenses including insurance premiums incurred in or arising from the normal use and
ownership of the MoAgaged Premises; (3) all taxes, assessments and governmental charges legally imposed upon the Morlgaged
Premises, the interest thereln created by this instrument, or upon Mortgagor in connection with the normal, use and operation
of the Mortgaged Premises; and (4) exhibit receipts showing payment of all such items to Bank; provided, however, ii prepayment
deposits are required as a result oF Paragraph H. below, the obiigations imposed by this paragraph shall be deemed to have been
satisfied by Mortgagor's making such prepayment deposi'ts as and when due, and it will be unnecessary for Mortgagor to exhibit
Bank receipts showing payment of such ilems: �
� H. Reserve for Expenses. If Mortgagor's inilials are contained in this blank , depositwithi Bank with and in addition
to installment payments made by Borrower on lhe Obligations (if any) a sum equal to one-twelfth of the estimated annual ground
rents, taxes, hazard insurance premiums and other charges reFerred to in Paragraph G. above neM due on the Mortgaged Premises.
If the amount so paid is not su�cient to pay such ilems as and when they become due, then Mortgagor shall deposit immedialely
with Bank an amount su�cienl to pay such items. If there occurs an "Event of DefaulY as hereafter defined, Bank may at any time
thereafter apply the balance then remaining of the funds accumulaled under this provision as a credit against the amount then
• remeining unpaid under the Obligations. No interest shall accrue or be allawed on any payments made under ihe provisions of this,
paragraph. .
I. Construction Loan. If Mortgagors initials are contained in this blank , Morigagor covenants that part or all
of the Obllgatlons being advanced 6y Bank to Borrower will be used to construct and complete certain improvements on the
Mortgaged Premises according Co 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 hereby impressed with and charged with, not only the liens created by this instrument, but in addition thereto an
express Mechanic's Materialman's and Laborer's Lien for all advances made hereunder, with the express understanding that failure
to complete the improvements. as agreed shall not invalidate such liens but they shall remain in full force and effect as securily for
payment in full of the Obligations; and Mortgagor shall further carry workmen's compensation insurance and public liabiliry and
property damage insurance in amounts 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, di'scharge, treat, or dispose of on, in, under, from or about lhe
Mortgaged Premises ortransport In orfrom the Mortgaged. Premises any Hazardous Substance (as hereinafterdefined) orallow
any other person o� entity to do so;
(2) keep and maintain the Mortgaged Premises in compiiance with, and shall not qause or permit the Mortgaged Premises to
be in violation af, any Environmentel Law;
(3) establish and mainiain, at Mortgagor's sole expense, a system to assure and.monitor contlnued compliance with
Environmental Laws (as hereinafter defined) and the exclusion of Hazardous Substances from lhe Morlgaged Premises, by
, any and all owners or operators of lhe Mortgaged Premises, which system shall include annual reviews of such compilance
by empioyees or agenls of Mortgagorwho are familiar with the requirements of Environmental Laws and, at lhe request of Bank
no more than o�ce each year, a detailed review of such compliance of the environmental condition of the MoRgaged 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 shall include at the request of Bank a detailed review of the status of such violation (a "Supplemental
• Report") by such environmental consultant. Mortgagor shall furnish an Environmental Report or such Supplemental Report to
Bank within sixty (60) days after Bank so requests, together with such additional information as Bank may reasonably request;
(4j give prompt written notices to Bank of: (a) any proceeding or inquiry by any governmental or-nongovernmental entity or
person with respect to the presence of any Hazardous Substance on, in, under, irom or about the Mortgaged Premises, the
migration ihereof from or lo 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 Morigagor nr 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) Mortgagors discovery of any occurrence or condition on any real propeAy adjoining or in the
vicinity of the Mortgaged Premises that could cause the Mortgaged Premises or any part thereof to be subject to any
investigation or cleanup of the MoRgaged Premises pursuant to any Environmental Law;
(5) permit Bank to join and participate in, as a parly if it so elects, any legal proceedings or actions initiated with respect to the
Morigaged Premises in conneciion with any Environmental Law or Hazardous Substance, and Mortgagorsha�l pay all attomeys'
fees incurced by Bank in connection therewith;
(6) If any Remedial Work is reasonahly necessary or desirable in the opiniori of Bank, MoAgagor shall commence and
thereafter diligently prosecute to complelion all such Remedial Work 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 requirement). All Remedial Work shall
be performed by contractors approved in advence by Bank, and under the supervision of a consulting engineer approved by
Bank. All costs and expenses of such Remedfal Work shall be paid by Mortgagor including, without limitation, 6ank's
reasonable ariorneys' fees and costs incurred in connection with monitoring or review of such Remedial Work. If Morigagor
shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work,
Bank may, bul shall not be required lo, cause such Remedial Work to be performed, and all costs and expenses thereof, or
incurred in connection therewith, shall become part of the Indebtedness. .
(7) The term "Hazardous Substance" shall mean any substance, product, waste, or other material which is or becomes listed,
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT— Page 3
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regulated, or addressed as being a toxic, hazardous, polluting, or similarly harrriful substance under any Environmentat Law,
inciuding without limitation: (a) any substance included wilhin the definition of "hazardous waste" pursuant to Section 1004 of
- RCRA; (b) any subslance included within the definition of "hazardous substance" pursuant to Sectlon 101 of CERCLA; (c) any
su6slance included within (1) the definition of"regulated substance" pursuant to Section 26.342(11) of TWC; or (2) the definition
of "hazardous substance" pursuant lo Section 361.003(11) of THSC; (d) asbestos; (e) polychlorinated'biphenyls; (� pelroleum
products; (g) underground storage [anks, whether empty, filled or partially filled with any substence; (h) any radioactive
malerials, urea formaldehyde foam insulation or radon; (i) any substance included within lhe definition of "waste" pursuant to
Section 30.003(b) oC TWC or "pollutant" pursuant ta Section 26.001(13) of 7WC; and (j) any other chemical, material or
substance, Ihe exposure to whioh is prohiblted, limited or reguleted by any Governmental Authority on the basis that such
. chemical, material or substance is toxio, hazardous or harmful to human health or the environment.
(8) The term "Erivironmental Law" shall mean any federal, state, or local law, slatute, ordinance, or regulation, whether now
or hereafter in effect, pertaining to health, industrial hygfene, or the environmental conditions on, under, ar about the Mortgaged
Premises, including without Ilmitation, the following, as now or hereafter amended: Comprehensive Envieonmental Respo�se,
Compensation, and Liatiility 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 SuperTund Amendments and Reauthorizatfon Act of 1986 ("SARA"),
Pub. L. 99-499, 100 StaL 1613; the 7oxic Substances Control Act, 15 U.S.C. § 2601, et sea.; Emergency Planning and
Community Right to KnowAct of 1986, 42 U.S.C. § 1101, et sea.; Clean WaterAct ("CWA"), 33 U.S.C, § 1251, et sea.; Clean
Air Act ("CAA"j, 42 U.S.C. § 7401, et se .; Federal Water Pollution Control Act ("FW PCA"), 33 U.S.C. § 1251, et sea.; and any
corresponding state laws or ordinances including but not limited to the Texas Water Code ("TWC") § 26.001, et seo.• Texas
Health & Safety Code ("THSC") § 361.001, et sea.; Texas 5olid Waste Disposal Act, Tex. Rev. Civ. Stat. Ann. art. 4477-7; and
regulations, rules, guidelines, or standards promulgated pursuant to such laws, statutes and regulations, as such statutes,
regulations, rules, guidelines, and standards are amended from time to time. '
(9) The term "Remedial Work" shall mean any investigation, site monitoring, containment, cleanup, removal, restoration, or
other work of any. kind or nature reasonably necessary in the sole opinion of Bank �nder any applicable Environmental Law or
desirable in connection with the current or future presence, suspected presence, release, or suspected release of a Hazardous
Substance in or into the air, soil, ground water, surface water, or soil vapor at, on, aboul, under, or within the Mortgaged
• Premises, or any part thereof. The parties contemplate that any Remedial W orkwill result in decontamination oFthe Martgaged
Premises io permit any future use of the property, including as residential property, and shall not comprise any reslriclions or
conditions in connec[ion with future development of the Mortgaged Premises.
(10) THE COVENANT CONTAINED IN THI$ SECTION V.J. SHALL SURVIVE THE RELEASE OFTHE LIEN OF THIS DEE�
OF TRUST, OR THE EXTINGUISHMENT.OF TWE I.IEN BY FORECLOSURE OR'ACTION IN LIEU THEREOF.
SECTION VI. PROVISIONS REGARDING SECURITY INTEREST IN FIXTURES. '
To the extent permitted by law, this instrument also shall be construsd to be a security agreement whereby and whereunder
Mortgagorcreales and grants to Bank, as Secured Perty, a security inlerest in and to all fixtures and improvements now or hereafter erected
upon or affixed to the Mo�lgaged Premises as addilional (but not substituted) security and collateral for payment ot ihe Obligations. As
, Secured Party, Bank shall have all of the rights, remedies and reliefs accorded to a Secured 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 MoRgagor
to assemble the collateral and.make it available to Bank, as Secured Party, at a place to be designated by Bank, as Secured Party, which
is reasonably convenient to Bank and to MoRgagor. Iri additton, this instrument also shall.be construed to be a Financing Statement, This
instrument is to be filed for record in ihe Deed of Trust Records of Tarrant County, Texas, and in such other place or places as Bank may,
in its sole disbretion, determine to be appropriate, including, but not limited to, with the Secretary of State of the Stale of Texas.
SECTION VII. EVENTS OF DEFAULT.
7:1 Acts Constituting Default. Mortgagor will be in default under this instrument upon the happening of any of the following events
or conditions (hereafter called an "Event of DefaulP":
A. Borrower fails to pay when due any principal or interest owing under any of the written instruments comprising part or all of the
Obligafions or olherwise breaches any of the provisions contained in said written instruments or defaults thereunder;
B. Anywarranty or representation made in this instrument by Mortgagor is determined by Bank to be untrue in any material respect;
C. Mortgagor deTaults in the due performanee or observance of any other covenant or agreement conteined in this instrument;
. D. Su6sequent to the date of execution of this instrument, there is passed any law which imposes any lien on ihe Mortgaged
Premises for purposes of state or local taxation of deeds of trust and security agreements or debts secured thereby, or which
changes the manner of collection of any such [axes in such a way that Bank's interest in the Mortgaged Premises is adversely'
affected;
• E. Mortgagor makes an assignment for the beneflt of creditors, becomes insolvent, commits. an act ot bankruptcy, files for
bankruptcy, or involuntary hankruptcy proceedings are instituted or threatened against either Mortgagor; orthe Morigaged Premises �
are attached or oYherwise levied upon or placed in the hands of a receiver or other representative of a court; or
F. A substantial,portion of the improvemenks on the Mortgaged Premises are damaged or destroyed, or Mortgagor's title to the
Mortgaged Premises or any substantial paR thereof becomes the subjeot matler of litigation which would or might, in Bank's opinion,
upon final determinatio�, result in substantial impairment or loss of the security provided by this Instrument; or
G. Bank, at any time, in good faith deems itself insecure or otherwise believes that the prospect of payment or fhe performance
of the Obligations or 1he performance of any covenant o� agreement contafned or referenced in this instrument is impaired or the
. possibility ot resorting to the Mortgaged Premises, or any part of the Mortgaged Premises, for the purposes of satisfying all, or any
, part of the Obligations, is in any manner impaired,
7:2 Acceleration upon Default. UPbn the occurrence of any Event of Default, or at any time thereafter, Bank may, at its option, declare
� the entire unpaid balance of the Obligations to be forthwith due and payable without notice of Intention to accelerate maturity, nolice
of actual accelerat'ion of maturjty, or any other notice of any kind, or presentment, protest, notice of protest or demand of any kind,
all of which are hereby expressly waived by Mortgagor.
SECTION VIII. BANK'S RIGHTS UPON DEFAULT. •
8:1 Operation of Property by Trustee. Upon the occurrence of an Event of Default, or at any time thereafter, and in addition to all olher
rights herein conferred on ihe Trustee, the Trustee (or any person, firm or corporation designated by the Trustee) may, but will not
be obligated to, enter upon and take possession of any of the MoRgaged Premises, exclude Mortgagor therefrom, and hold, use,
administer, manage and operate the same to the extent lhat Morigagor could do so. If the Mortgaged Premises consists of any type
of business enterprise, the Trustee may operate and manage such business without any liability to Mortgagor resulling 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 6e obligated to, collect, receive and receipt for proceeds accruing from such operadon and menagement, make repairs
, and purchases needed ot additional propeKy to protect and/or preserve the Mortgaged Premises, and exercise every power, righl
and privilege of Mortgagor with respect to the Mortgaged Premises. When and if the expenses of such taking of possession,
operation and management have been paid and the Obligations paid, the Mortgaged Premises shall be returned to Mortgagor
(providing there has been no foreclosure sale).
8:2. Rights Relating to Rents. Mortgagor has, pursuant to 5ection 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 pariies a possessory interest in and lo, or the right to use or occupy, all or any paR of the
Mortgaged Premises, togetherwith all security and otherdeposits or payments made in connection therewith (the "Leases") covering
all or any po�lion of the Mortgaged Premises. Bank, or Trustee on Bank's behalf, may at any time, and wfthout notice, either in
person, by agent, or by receiver to be appointed by a courl, enter and take possession of lhe Mortgaged Premises or any part
thereof, and in its own name, sue for or otherwise �ollect the Rents. Mortgagor hereby agrees that Bank shall have lhe right (in its
sole discretion), upon ihe occurrence of an Event of Default, to terminate the limited license granted to Mortgagor in Sectlon 92
hereof, and thereafter direct the lessees under the Leases �"Lease Rent Notice") to pay direct to Bank the Rents due and lo become
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due under the Leases and attorn in respecl of all other obligations thereunder direct to Bank, or Trustee on Bank's behalf, without
any obligation on the part of Trustee or Bank to determine whether an Event of Default does in fact exist or has in fact occurred.
All Rents collected by Bank, or Trustee acting on Bank's behalf, shall be applied as provided for in Section IX of ihis Deed of Trust;
provided, however, thal if the costs, expenses, and attorneys' fees shall exceed the amount of Rents collected, ihe excess shall be
added to the Obligations, shall bear interest al the Default Rate, and shall be immediately due and payable. The entering upon and
taking possession oi the Mortgaged Premises, the collection of Rents, and the application thereof as aforesaid shall not cure or
waive any Event of Defaufl or notice of default, if any, hereunder nor invalidate any act done pursuant to such notiee, except to the
extent any such default is fully cured, Failure or discontinuance by Bank, or Trustee on Bank's behalf, at any time or irom tlme to
time, lo collect said Rents shall not in any manner impair the subsequent enforcement by Bank, or Trvstee on Bank's behalt, of the
right, power and authority hereln Conferred upon it. Nothing contained herein, nor the exercise of any right, power, or authority herefn
granted to Bank, or Trustee 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 lien or charge of this Deed of Trust, to any such tenancy,
lease, or option, nor an election of judicfal relfef, if any such relief is requested.or obtained as to Leases or Rents, with respect to
the Mortgaged Premises or any collateral given by MoRgagor to Bank. In addition, from time to time Bank may elect, and notice
hereby is given to each lessee under any Lease, to subordinate the lien of this Deed of Trust to any Lease by unilaterally executing
and recording an instrument of 5ubordinalion, and upon such election the lien of this Deed of Trust shall be subordinale to the Lease
identified in such instrument of subordinalion; provided, however, in each instance such subordinatfon will not affect or be applicable
to, and expressly excludes a�y lien, charge, encumbrance, securily interest, claim, easement, restriction, option, covenant and other
rights, iitles, interesls or estates of any nature whatsoever with respect to all or any portion of the Mortgaged PremisBs to the extent
that the same may have arisen or intervened during the period behveen the recordation of this Deed of Trust and the execution of
lhe Lease identified in such inslrument of subordination. '
Judicial Proceedings. Upon the occurrence of an Evenl of Default, or at any time thereafter, the Tn�stee, in lieu of or in addition
to exercising the power of sale hereafter given, may proceed by legal action to require the specific performance of any covenant
or agreement herein contained or to aid in the execution of any power herein granted; to have appolnted a receiver pending any
foreclosure hereunder or any sale of the Mortgaged Premises; to enforce any other appropriate legal or equitable remedy; and/or
i� lieu of the non-judicial power ot sele hereaker given, to proceed by suit for a foreclosure of its lien on the MoAgaged Premises.
In connection with any such judicial proceeding instituted for the purpose of foreclosing on and selling the Morlgaged Premises,
Mortgagor agrees not to assert in the same proceeding any counterclaims Mortgagor may have against Bank.
Foreclosure by Sale.
A. Mechanics of Sale. Upon the occurrence of any Event of Default, or at any time thereafler, 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 the
Mortgaged Premises in Iheir entirety or in parcels, as the Trustees may elect, to the highest bidder for cash at pubUc auction in the
following manner: Written o� prinCed notices contafning the iime, place and terms of sale.shall be posted at the courihouse door
o( the county or counties where lhe Mortgaged Premises are loceted for a minimum period of twenty-one (21) consecutive days prior
to the sale. In addition, Bank shall, at least lwenty-one (21) days preceding the date of sale, serve written notice of the proposed
sale by certified mail, relum receipt requested, on Mortgagor, Borrower and all other debtors obligated to .pay the Obligations
secured hereby. Service of such notices shall be completed upon deposit of the notices, enclosed in postage prepaid wrappers,
properly addressed to Mortgagor and Borrower and to such debtors.at the most recent address for each as shown by Bank's records,
in a post o�ce of o�cial depository under the care and custody of the,United States Postal Service. Additionally, a copy of the
nolice posted at ihe courthouse door as above reFerenced shall be filed in the o�ce of the county clerk of each and every county
or counties where the MoRgaged Premises, or any part thereof, may be located, at least twenty-one (21) days preceding the date
of sale. Thereafter, the sale shall take place at the area designated by the commissioner's court at the courthouse in the county
where the Mortgaged Premises are located on the first Tuesday in any month belween the honrs of 10:00 o'clock a.m. and 4;00
o'clock p.m., provided, however, ii the Mortgaged Premises are located in more than one county, such sale may take place at the
area designated by the commissioner's court at the courthouse oFany of the counties wherein a poAion of the Mortgaged Premises
is located, and the aforesaid notices shall specify.the county of sale: Any purchaser or purchasers will be provided with a general
warranty conveyance biriding Mortgagor. Sale of a part of the Mortgaged Premises will not exhaust the power of sale, and sales
may be made from time to time until all the property is sold or the Obligatlons are pafd in full. The Trustee will have the authorfty
to appoint an atlorney-in-fact to act as trustee in conducting the foreclosure sale and executing a deed to the 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 lhe amount of the bid made therefor the amount payabie out of the net proceeds of such sale to
it. Recitals contained in any conveyance to any purchaser at any sale made hereunder will conclusively establish the truth and
accuracy of lhe matters therein stated, including, without limiting the generality of the foregoing, non-payment of the unpaid balance
of the Obligations after the same have become due and payable, advertisement and conduct of such sale in the manner provided
herein, and appointment of any successor Trustee hereunder. Mortgagor does hereby ratify and confirm all legal acts that the
T�ustee may do in carrying put the Trustee's duties and obligations under this instrument.
C. Receipt to Purchaser. Upon any sale made under the power of sale herein granted, the receipt of lhe Truslee will be su�c(ent
discharge to the purchaser or purchasers at any sale for his, her, its or their purchase money; and such purchaser or purchasers
will not, after paying such purchase money and receiving such receipt of the Trustee, be obliged to see to.the application of such
purchase mo�ey or be in anywise answerable for any loss, misapplication or non-application thereof.
D. Effect of Sale..Any sale or sales of [he Mortgaged Premises will operate to divest all right, title, (nterest, claim and demand
whatsoever either al law or in equily, of Mortgagor in and to the premises and the property sold, and will be a perpetual bar, both
at law and in equity, against Mortgagor, Mortgagors successors or assigns, and against any and all persons claiming or who shall
thereafter claim all or any of the property sold from, through or under Mortgagor, or Mortgagor's successors or assigns.
Nevertheless, if requested by the Trustee so to do, MoRgagor shall join in [he execution and delivery of all 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 their ownership, immediate possession of the property purchased, and Mortgagor agrees that if Mortgagor, or any
person claiming under Mortgagor, whether tenant or othenvise, retains possession of the Mortgaged Premises, or any part thereof,
subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser or purchasers and will, if Mortgagor
remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible
or otherwise, with or wiihout process of law, and all damages by reason thereof are hereby expressly waived. All rental or lease
agreement hereafter enlered inlo by Mortgagor in connection with the Mortgaged Premises shall be expressly made subject to this
provision. �
E. Application of Proceeds. The proceeds of any sale of the Mortgaged Premises or any part thereof, whether under the power
oF sale herein granled and conferred or by virtue oFjudicial proceedings, will be applied as follows: FIRST - To lhe paymenl of all
expenses incurred by the Trustee. in the performance of his duties including, without Ifmiting lhe generality of the foregoing, court
costs, compensation of agents and employees, legal fees, and a commission of five percent (5%) to the Truslee plus expenses of
any entry or taking of possessiorc, sale, advertising or conveyance thereof; SECOND - To the payment of the Obligallons (including
attomeys' fees as therein provided); and THIRD - Any surpius thereafter remaining will be paid to Mortgagor or MoAgagors
successors or assigns, as their inlerest may appear,
F. Waiver of Appraisement Laws. Mortgagor and Borrower waive the benefit of all laws now existing or hereafter enacted
providing for (1) any appraisement before sale of any portion of the Martgaged Premises (commonly known as Appraisement Laws)
or (2) any extension of lime for the enforcement of the collection of the Obligations or any.creation or extension of a period of
redemption irom any sale made in collecting the Obligations (commoniy known as Stay laws and Redemplion laws); and fvloRgagor
and Borrower hereby agree and contract lhat the laws of the State of Texas, save as above excePted, now in force relative to the
colleciion of the Obligations, and the application to the payment thereof, are expressly adopted and made a paA hereof.
SECTIQN IX. ASSIGNMENT OF RENTS. . •
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•9i1 Assignment. For Ten Dollars ($10.D0) and other good and valuable consideration, including the indebtedness evidenced by lhe '
Obligations, the receipt and sufficiency of which are hereby acknowledged and confessed, Mortgagor has absolutely GRANTED,
BARGAINED, SOL�, and CONVEYED, and by these presents does absolutely and unconditionally GRANT, BARGAIN, SELL, and
CONVEY the Rents unto Bank, in order to provide a source of future payment of the Obligatlons, subject only to lhe Lfcense (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 6ank, forever, and Mortgagor does hereby bind itself, it successors, and assigns to warrant and fore'ver
defend the title to the Rents unto 6ank against every person whomsoever lawfully claiming or to claim the same ar any paR thereof;
provided, however, lhat if MoRgagor shall pay orcause lo be paid the Obligations and when same shall become due and payable
and shall perform and discharge or cause lo be performed and discharged the Obligations on or before the date sarne are to be
performed and discharged, then this assignmenl shall lerminale and be of no further force and effect, and all righis, tilles, and
interests conveyed pursuant to this assignmenl shall become vested in Mortgagar withoul the necessity of any further act or
requirement by MoRgagor, Truslee, or Bank. '
9:2 Limited License. Bank hereby grants to Mortgagor a limited license (the "License") subJect to termination of the License and the
other lerms and provisions of Section B:2 hereof, to exercise and enjoy all Incidences of the status of�a lessor with respect to the
Rents, including without limitation, the right to collect, demand, sue for, attach, levy, recover, and receive the Rents, and to give
proper receipts, releases, end acquiltances therefor. Mortgagor hereby agrees to receive all Rents and hold ihe same as a►rust
fund to be applied, and to apply lhe Rents so collected, first to lhe payment, performance, and discharge of the Obligations, and
nexl to lhe payment of all costs and expenses related to the ownership, operation, managemant, repair, and leasing of the
Mortgaged Premises, including, without limitalion, ground lease payments, costs and expenses associated with ihe operation of
any garage associated with and constituting a part of the Mortgaged Premises, insurance charges and premiums for coverages
related to the Morigaged.Premises, impositions, [he costs of prevention of waste, ordinary repairs, maintenance, environmental
audits, property management, security, normal fees paid to accountents, reasonable markeiing and promotional expenses,
reasonable legal expenses, the costs and expenses of all obligations under the Leases, and all costs related to compliance with
laws, local ordinances, statutes, rules, and regulations. Thereafter, Mortgagor may use the balance of the Rents collected in any .
manner not inconsistent wilh lhe promissory notes referenced in Seclion 1:2, this Deed of Trust, the Guaranty, if any,, and any and
all other documents now or hereafier executed by Mortgagor, Guaranlor, or any olher person or party in connection with the loan
, evidenced by the promissory notes referenced in Section 1:2 and other Obligations referenced therein, or in connection with lhe ,
payment, performance and discharge of any of the Obligations (collactively the "Loan Documents"). Neither ihis Assignment nor •
the receipt of Rents by Bank�shall effect a pro tanto payment of the indebtedness evidenced by, or arising under the Obligaiions, '
and such Renis shall be applied as provided in this Sectfon 9:2. Furthermore, and nohvithstanding the provisions of this Seclion
9:2, no credit shail be given by Bank for any Rents unlil the money collected is actually received by Bank at its principal office in Fort
W orth, Tarrant County, Texas, ar at such olher place as Bank shall, designate in writing, and no such crsdit shall be given for any
Rents afler termination of the License, after foreclosure or other transfer of the Mortgaged Premises (or pari thereol from which
Rents are derived pursuant to ihis Deed of Trusq to Bank or any other third party.
9:3 Reliance Upon Lease Rent Notice. Upon receipt from Bank of a Lease Rent Notice (as defined in Section 8:2 hereo�, each lessee
under the Leases is hereby auihorized and directed lo pay directly to Bank all Rents thereafter accrving, and ihe recaipt of Rents
by Bank shall be a release of such lessee lo Ihe extent of all amounts so paid. The receipt by a lessee under the Leases of a Lease
Rent Notice shall be sufficient authorizatlon for such lessee to make all future payments of Rents directly to Bank and each such
lessee'shall be entitled to rely on such lease Rent Notice and shall have no liability to Mortgagor for any Rents paid to Bank after :
. 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 in lieu of such foreclosure shall be applied by Bank to the payment of the following (in such order and priority
as Bank shall determine): (a) all expenses as set forth in Section 9:2; and ail_ expenses incident to taking and retaining possession
of the Mortgaged Premises and/or 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 after
said receipt to such Obligatlons in accordance with lhe preceding sentence. W ithout impairing its rights hereunder, Bank may, at
its option, at any time and frpm time to time, release to MoRgagor, Rents so received by Bank or any part thereof. As between
Mortgagor and Bank, and any person claiming through or under Mortgagor, other than eny lessee under the Leases who has not
received a Lease Rent Nolice, this Assignment of Rents is intended to be absolute, unconditional and presently effective (and not
an assignment for additional security), and the Lease Renl Notice hereof is intended solely for the benefit ot each such lessee and
shall never inure to the benefit 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 to Rents. MORTGAGOR SHALL HAVE NO RIGHT OR CLAIM AGAINST ANY
LESSEE FOR THE P'AYMENT OF ANY RENTS TO BANK HEREUNDER, AND MORTGAGOR HEREBY INDEMNIFIES AND
AGREES TO HOL� FREE AND HARMLESS EACH LESSEE FROM AND AGAINST ALL LIABILITY, 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 Colleotian 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 directlon from Bank, make demand and/or sue for all Rents due and payable under one or
more Leases, as directed by 9ank, as it becomes due and payable, including Rents which are past due and unpaid. If Mortgagor
fails to take such action, or at any time during which Mortgagor is not receiying Rents directly from lessees under ihe Leases, 8ank
shall have the right (but shall be under no duty) lo demand, collect and sue for, in its own name�or in the name of Mortgagor, 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 INDEMNITY. MORTGAGOR SHALL INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS�BANK AND TRUSTEE, THEIR
RESPECTIVE PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPIOYEES, REPRESENTATIVES, AGENTS,
• SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITY; DAMAGE, LOSS, COST, OR EXPENSE
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AN� EXPENSES), ACTION, PROCEEDING, CLAIM OR DISPUTE
INCURRED OR SUFFERED BY THE FOREGOING PARTIES SO INDEMNIFIED WHETHER OR NOT AS THE RESULT OF THE
NEGLIGENCE OF ANY PARTY SO INDEMNIFIED,INHETHER 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 THEREIN, OR THE RIGHT OF OCCUPP;NCY 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 OP PROCEEDS OF THE PROMISSORY NOTES
REFERENCED IN SE�TION 1:2 NOT YET DISBURSED, AMONG OR BETWEEN ANY OF THE CONSTITUENT PARTIES OR
OTHER PARTNERS Oft VENTURERS OF MORTGAGOR IF MORTGAGOR IS A GENERAL OR LIMITED PARTNERSHIP, OR
'. AMONG OR BETWEfN ANY EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS �R MANAGERS OF
MORTGAGOR IF MORTGAGOR IS A CORPORATION OR LIMITED LIABILITY COMPANY, OR AMONG OR BETWEEN ANY
MEMBERS, TRUSTEES OR OTHHR RESPONSIBLE PARTIES IF MORTGAGOR IS AN ASSOCIATION, TRUST OR OTHER
ENTITY;
C. ANY AC710N 7AKEN OR NOTTAKEN BY BANK OR TRUSTEE WHICH IS ALLOWED OR PERMIT'fED UNDER 7HIS DEED
OF TRUST OR ANY OF 7HE OTHER LOAN DOCUMENTS RELATING TO MORTGAGOR, THE MORTGAGED PREMISES, ANY
CONSTITUENT PARTIES OR OTHERWISE IN CONNECTION WITH THE LOAN DOCUMEN7S, INCLUDING WITHOUT
LIMITATION, THE PROTECTION OR ENFORCEMENT OF ANY LIEN, SECURITY INTEREST OR OTHER RIGHT, REMEDY OR
RECOURSE CREATEO OR AFFORDED BY THIS DEED OF TRUST OR THE OTHER LOAN DOCUMENTS;
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�. ANY ACTION BROUGHT BY BANK OR TRUSTEE AGAINST MORTGAGOR UNDER THIS DEED �P TRUST OR THE
OTHER LOAN DOCUMENTS, WHETHER OR NOT SUCH ACTION IS PROSECWTED TO A FINAL, NON-APPEALABLE
JUDGMENT;AND
E. ANY AND ALL LOSS, DAMAGE, COSTS, EXPENSE, ACTION, CAUSES OF ACTION, OR LIABILITY (INCLUDING
ATTORNEYS' FEES AND COSTS) DIRECTLY OR INDIRECTLY ARISING FROM OR ATTRIBUTABLE TO THE USE,
GENERATION, RELEASE, D15CHARGE, 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 HEREQF,
INCLUDING WITNOUT LIMITA710N (t) ALL FORESEEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH USE, GENERATION,
MANUFACTURE, PRODUC710N, 570RAGE, RELEASE, 7HREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE,
AND (li) 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 ANDfOR TRUSTEE MAY EMPLOY AN ATTORNEY OR ATTORNEYS TO PROTES7 OR �NFORCE ITS RIGHTS,
REMEDIES AND RECOURSES UNDER THIS DEED OF•TRUST AND THE OTHER LOAN DOCUMENTS EXECUTED IN
CONNECTION THEREWITH, AND TO ADVISE AND DEFEND BANK ANDIOR TRUSTEE WITH RESPECT TO ANY SUCN
ACTIONS AND OTHER MATTERS. MORTGAGOR SHALL REIMBURSE BANK ANDfOR TRUSTEE FOR THEIR RESPECTIVE
ATTORNEYS' FEES AND EXPENSES (INCLUDING EXPENSES AND COSTS FOR EXPERTS) IMMEDIATELY UPON RECEIPT
OF A WRITTEN DEMAND THEREFOR, WHETHER ON A MONTHLY OR OTHER TIME INTERVAL, AND WHETHER OR NOT
AN ACTION IS ACTUALLY COMMENCED OR CONCLUDED. ALL OTHER REIMBURSEMENT AND INDEMNITY OBLIGATIONS
HEREUNDER SHALL BECOME DUE AND PAYABLE WHEN ACTUALLY INCURRED BY BANK AND/OR TRUSTEE. ANY
PAYMENTS NOT MADE WITHIN FlVE (5) �AYS AFTER WRITTEN DEMAND THEREFOR SHALL BEAR INTEREST AT THE
DEFAULT RATE FROM THE DATE OF SUCH DEMAND UNTIL FULLY PAID. THE PROVISIONS OF THIS SECTION 10:15HALL
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 OF ANY ORALL
OF IT5 RIGHT, TITLE AND INTEREST IN OR TO THE PROPERTY AND THE,EXERCISE BY BANK OF ANY AND ALL
REMEDIES SET FaRTH HEREIN OR IN THE LOAN DOCUMENTS.
Subrogation. If any or all of the proceeds of fhe promissory notes referenced in Section 1:2 have been used to extinguish, renew
or extend any indebtedness heretofore existing againsi the Mortgaged Premises, then, to the extent of such funds so used, Bank
shall be subrogated lo all of the righls, claims, liens, 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 interest, if any, are not waived
but rather are conlinued i� full foroe and effect i� favor of Bank and are merged with the lisn and security interest created herein
as cumulative seaurity fpr lhe repayment, performance and'discharge of the obligations.
Walver 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, agerits, attomeys, or representatives hereto Tor any and
all loss of, or damage to, Mortgagor, the Mortgaged Premises, Mortgagor's property, or the property of others under Mo�lgagor's
control from any cause insured agains[ or required to be insured against by the provisions of the Loan Documents. Said waiver shail
be in addition to, and not in limitation or derogation oi, any other waiver or release contained in this Deed of Trust with respect to
any loss or damage to property o( the parties hereto. Inasmuch as the above waivers preclude the assignment of any aforesald
claim by way of subrogation (or otherwise) to an insurance company (or any other person), MoRgagor hereby agrees to immediatefy
give lo each insurance company which has issued to it any such insurance policy whether or not it is required to be lnsured against
by the provisions of the Loen Oocuments written notice oF the terms of said waivers, and to have said insurance policies properly
endorsed, if necessary., to prevent 1he invalidation of said insurance coverage.by reason of said waiver.
Successor Trustee. The Trustee may resign in writing addressed to Bank or lae removed at any'time with orwithout cause by an
instrument In writing duly executed by Bank. �n case of death, resignation or removal of the Trustee, a successor Trustee may be
appointed by Bank withoul otherformality than an appointment and designation in writing. Such appointmenl and designation will
be full evidence oF ihe right and authority to make the same and of all facts therein recited, and upon the making of any such
appointment and designatio�, this conveyance will rest in the named successor Trustee all the estate and title of the Trustee in all
of the Mortgaged Premises, and said successor will thereupon succeed to all the righls, powers, privileges, immunities and duties
hereby conferred upon the Trustee. All references in this instrument to the Trustee will be deemed to refer to the Trustee and/or
any successor Trustee from time to time acting hereunder.
Advances by Bank or the Trustee. Each and every covenant fierein contained shall be performed and kepl by Mortgagor solely
al Mortgagor's expense. If Mortgagor fails lo perform or keep any of the covenants of whatsoever kind ornature contained in this
instrument, Bank, or ihe Truslee or any receiver appointed hereunder, may, but will not be obligated to, make advances to perform
the same in the Mortgagor's behalf, and Mortgagor hereby agrees to repay such sums and any attomeys' fees incurred in connection
therewith upon demand plus inierest at the rate of ten percenl (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 lhe Obligations, be due
and owing apart from the principal and interest thereon. No such advance will be deertied to relieve Mortgagor from any default
hereunder.
Defense of Claims. Mortgagor shall promptly notify Bank in writing of the commencement of any legal proceedings affecting Bank's
interest in the Mortgaged Premises, or any part thereof, and shall take such actlon, employing attorneys agreeable to Bank,�as may,
be necessary tv preserve Mortgagor's and Bank's rights affected thereby. Should Mortgagor fail or refuse fo take any such action,
Bank may take such actlon on behalf of and in the name of the Mortgagor and at MoRgagor's expense. Moreover, Bank may lake
such independent action in connection therewith as in its own discretion it deems proper, and Mortgagor hereby agrees to make
reimbursement for all sums advanced and all expenses incurred in such action plus inlerest on any and all such sums at the rat8
of ten percent (10%) per annum.
Termination. If all the Obligatio�s are paid in fult and the covenants herein contained are well and truly pe.rformed, then the
Mortgaged Premises will reve�t to Mortgagor and the entire estate, right, title and interest of the Trustee and Bank will thereupon
cease; and the Trustee in such case shall, upon lhe request of MoRgagor and at Mortgagor's cost and expense, deliver to Mortgagor
prior instruments acknowledging satfsfaclion of lhis insirument.
Renewals, Amendments and Other 5ecurity. Renewals and extensions of the written instruments constiluting part or all of the
Obligations may be given at any time, amendments may be made to agreements relating to any part of such written inslruments
or the Morigaged Premises, and Bank may take or hold other security for the Obiigations without notice to or consent of Mortgagor.
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 thereof,
or from time to time to either or both, even lo the partial or complele a6andonment of either security, and such action will not be a
waiver of any righis conferred by this instrumenL All amendmenls to and modifications of this inslrument 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 lo time
as any one or mare thereof if appropriate under applicable state law. '
LlmitaRlon on Interest. No provision of lhis instrument or of lhe written instruments constiluting part or all of ihe Obligatlons will
require the payment of or permit the collection of interest in excess of the maximum lawful rate or whfch is olherwise conirary to law.
If any excess of interest in such respect exists herein or in said wririen instruments, or are adjudicated to be so provided for herein
or in said writlen instruments, neither Mortgagor nor Borrower will be obligated to pay such excess; however, if Mortgagor or
Borrowerhas already paid such excess, any such paid excess shall be credited as a payment of principal on the Obl(gations to which
such excess Interest relates, or, if applicable, such excess interest shall be refunded to Mortgagor or Bo�rower, as the case may
be.
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page 7
Rev. 7-26-02
� i���'' /
/ orrower's InlUals
10:11 Unenforceable or Inapplicable Provisions. If any provlsion hereof or any of lhe written instruments constituting part or all of the
Obligations (s invalid or unenforceable, the other provisions hereof or of said written instruments will remain in full force and effect,
and the remaining provisions hereof will be liberally construed in favor of the Trustee and Bank in order to carry out the provisions
hereof. If the lien or other encumbrances created by this instrument are Invalid or unenforceable as to any part of lhe Obligalions,
or if the liens or olher encum6rances are invaiid or unenforceable as to any part of the Mortgaged Premises, the. unsecured or
paRially secured portlon of the Obligation shall be completely paid prior to tfie payment of the remaining secured or fully secured
portion of the Obligations, and all payments made on the Obligations, whether voluntary or under foreclosure or other enforcement
action or procedure, shall be considered to have been first paid on and applied to the full peyment of that ponion of the Obligations
whfch is not secured or tully secured by lhe liens or other encumbrances created by this instrument.
10:12 Rights Cumulative. Each and every right, power and remedy herein given to the Trustee or Bank will be cumulative and not
exclusive; a.nd each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised
from time to tlme and as oflen and in such order as may be deemed expedlent by the Trustee, or Bank, as the case may be, and
the exercise, or the beginning of the exercise, of any such right, power or remedy will not be deemed a waiver of the right to exercise,
at the same time or thereafter, any other right, power or remedy.. No delay or omission by the Trustee or by Bank in ihe exercise
of any right , power or remedy wiil impair any such right, power or remedy or operale as a waiver thereof or of any other right, power
or remedy then or thereafter existing.
10:13 Waiver. Any and all covenants in lhis inslrument may from lime lo time by instrument in writing signed by Bank he waived lo such
extent and in such manner as Bank may desire, but no such waiver will ever affect or impalr Bank's rights hereunder except to ihe
extent specifically stated in such written instrument. Acceptance by Bank of any payment in an amount less than thal portion of ihe
Obligation then due and owing shall be deemed an acceplance 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 Liability. The lerm "Mortgagor" as used in this Instrument will be construed as singular or plural to correspond
with lhe number of persons execut(ng this instrument as Mo�tgagor. If more than one person executes this instrument as Mortgagor,
his, her, lheir, or its duties and liabilities under this instrument will be,joint and several.
10:15 Section and Paragraph Headings. Section and paragraph headings are used in this instrument for convenience only and shall
be given no substantive meaning orsignificance whatsoever in the construction and interpretation of the terms and provisions herein
contained. -
10:16 Rights of Assignee. The terms "Bank," "Mortgagof and "Borrowe�' as used in this instrument inClude ►he heirs, executors or
administrators, successors, representatives, receiver, trustee and assigns of lhose parties. This instrument is binding upon the
Mortgagor, his, her or their heirs and legal representatives, and Mortgagor's successors and assigns, and will inure to the benefit
of the Trustee and the Trustee's successors and Bank and its successors and assigns. It is understood and agreed between ihe
parties hereta Ihat Bank may assign any part or all of the Obligations and this instrument to a third party who shall become entitled
to all rights and benefits given herein to Bank.
10;17 Place of Performance. The duties and obligations herein imposed on Mortgagor are performable in Fort Worth, Tarrant County,
Texas. �
10:18 Counterparts. Th(s 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. AD�ITIONAL PROVISIONS.
(In the event of a conflict belween the prinled provisions of this instrument and the Additional Provisions (if any) contained in th(s Section,
or referenced in this 5ection but attached hereto as a separate Exhibit, any such Additional Provisions shall be paramount and control
unless olhervvise 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 N/RITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE �R PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUS510NS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The
provisions hereof and the other Loan 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 20'" DAY OF DECEMBER, 2002.
NOTICE OF INDEMNIFICATION:
MORTGAGOR HEREBY ACKNOWLEDGES AND
AGR�ES THAT THIS DEED OF TRUST CONTAINS CERTAIN
INDEMNIFICATION PROVISIONS.
(INCLUDING, WITHOUT LIMITATION, THOSE
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:
SANDPIPER AIRPORT IN INC.
BY: ���Cy ��
Don E. Hansen, President
Address: 4000 North Main Street
Fort Worth, Texas 76106
Address af the Trustee and Bank: 3851 NE Loop 820
Fort Worth, TX 76137
TYPE OF COLLATERAI: Real Estate, Fixtu�es and Improvements
DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT — Page B �
Rev. 7-26-02 ,8o wer�s I ials
CORFORATE ACKNOWL�DGMENT
THE STATE OF TEXAS §
5
COUNTY OF December §
This instrument was acknowledged,before me on the �, day of December, 2002, by Dan E. Hansen, Preaident of
SANOPIPER ��I,�,POf�,t�,,����6e,�xa�s9S��ora ion, on behalf of said corporation. t,,�
? �,�nYn� �AVIG t3AILIrF
Pdotary Putf!!c
i t(� * v7`ATE QC'r T�XAS /��/// �
1 �qf ."�� 1 - `�'/�
a� a.ES:3� � MY Comm, Er.p. 10/2S/2004 � - !
m�,...., ...............,, + Not��Public, State o e s
: �_, -.M.,,•-�,�„�.�,�
SINGLE OR JOINT ACKNOWLED °�'Y 6+7r, DAVID BAILIFf �
Nuta y R�IIc
* � r $1 �`i�� d% ���'3r
THE STATE OF TEXAS § �'S�,��, , �. '
.§ , . . .6/2QD4,,
idy A.m�tl, �xxA, 10/2
.., .. . . .. ..... ..... �@ .. ... _..
COUNTY OF §
This instrument was acknowledged before me on the day of , 20 , by _
Notary Public, State of Texas •
AFTER RECORDING, RETURN TO:
5ummit Bank, N.A.
Real Estate Department
3851 NE Loop 820
Fort Wortli, TX 76137
DEED OF TRUST, SECURITY AGREEMENT, FINANCING ST'ATEMENT — Page 9
Rev. 7-26-02
Borrower� Inilials
. .. �Ezhibit A � � �
. A summary of the contracts and amendments thereto between you company and the City of Fort
Worth are as follows:
City of Secretary ���'�Yr�d� C���c�E�
Contract Number (�����r.
��� X�����t�ii� . '��
1���$� �i���f'�� 8�#X9 ..
.1���X . X1����4� 1�� .
25212, as amended by_City Secretary'Contract Nos. 26073 and 27689.
�
�'o� �r � �c�
� �
:�� _
�- �
_,�.._
Legal DescriPtion tor;
Fo�t �Yorth tnternation�l Airport
Le�ise Sitc No. I �
,
A parcel of lai�d, bein� a portion of Block�3, Meachmn Airporc, lccardin�� to plat, reeordrd in CZbinet A,.
Slide ?445, Plat Racords, Tarnnt County, Texas, also kno�vn as Fort �i�or[I� M�ocham Internation�l
Airport, and bein, more plrticularly d�scribed as follows usin�, ihe Trx15 Coordinite S��Stzm, Nortl�
Central Zone, NAD 37, Coordinates and Benrin�s as foliows:
Commence at a point in the west.line ofNorth Main Street and tlie north line oF3S'�' Streat, said point
bein; 1n,easterly soutl�west corner ot'slid Meacham Air.port, Thrnce: NURTI-(, 73�).U7 tert, and ��'EST,
�, 44.13 feet to � PK Nail with Shiner set for d1e POINT oF BEGINNING oF thz herein described Irasr, said
� po�nt bein� thz southeast corner of Lease Site 1 S, said point bein�; the n��rtlieast corner oF Lease Sitt 3S, the
Goordinates af said POINT of B.EGINNING are X=?,0�4i,b44.77,1'=417,GS7.17;
Thenc'e; Nortfi S9 de�rees 36 minutes 00 seconds West, at 310.46 feet pass a PK Nail set for the n�rthwes�
corner oF Lease Site ?S, in all 364.71 feet, to a mark X cut in concretz, for the southwes[ corner o.f
tl�e I�erein described Irase;
Thence;.NoRh 00 degrees 26 minutes 34 seconds East, 40�.3Z feet, to a matic X found in concrete, for tl�e
. � • most westerly north�vest corner oFherein described lease; . � �
Thence; SouEli $0 degrees 12 minutes 31 seconds East, 147.09 feet, to a Plt Nail W,ith 5hiner set; '�
', Thence; North 00 degrees 43 mirtutes 39 seconds East, 139?8 feet, to an PK Nail:With Shiner Set, for the
most northerly northwest corner of herein described lease; .
Thence; South 89 degrees 1G mirnites 31 secondrEast, 19�1.50 t'eet, to a�/S" (ron Rud witl� � Red Cap Set.
' � for t�ie most northecly north east corner of the herein described lelse: . �, �
Thence; Soutl� 0� de:;rees 30 rninutes Z I seconds West, 39.00 feet, tu an Pk, Nail' Witl� Shintr Set;
Thence; South &9 de�rees 39 minutes 39 se.conds Eas[, ?�.00 feet, tu an PK Nail �Vit1� Shincr 5et; for the
most easterly north e�st corner of herzin describad lease; '
Tl�enct; South 00 de;rees 30 minutes 31 seconds West, �70.94 teet, to tlie Point ut' Dc�;innin;;, n�nd
containin� 1 G3,374 square Feet of land, more or less.
Surveyed on the �,,raund,in February, 1999.
:i�:
_ - ��' '
�JCf1 i•�1T ���
ENGINEERING DEPART114ENT
THE CfTY ,OF FORT WORTH *� 1000 THROCKMORTON STREET * FORT WORTH, TFXAS �6IO2-5a1 1
� (81 � 871-i941 * F.�.�c (81 � 871-7854
�
�c�`��' •
H:a���: = :; ;..
,.h �; . . .
u Printed, on reeycled paper
�� �
� Q�T�
.�� �
-� .�,,
Leg�l Description for; .
Fort ti1'ortli Intern�tional Airport
Lease Site No. 15-D-S
�Xhi bll a�(
A parcel' oF land, bein, � portion of B�ock 2, Meacham Airpoct, aeeordin�� to plat. rtc�rded i�i Cal�in�t A.
Slide ?�4�, Plat Records, Tarr�n�t'Couiity, Texa"s, llso k.nown �s Fort Wuetll (�'�C1CI1�t11 IIl[rl'llal[IOIliII
Airpoi�t, and.being�more p�rticul�rly desEribed as follows usin�; dlz Te�1s Co��rdinate Sy�stem, North
Central Zone, NAD ?7, Coordinates and Bearin�_s �s follo�vs: '
�
Commrnce at a poin[ in �he wesc.line of North Main Street and the nordl li�1t of 3S'�' S�reet; said point�
bein, an easterly soutlnvest corner of said Meachain Airpor[, Thenct: NORTH. 7S3.S I Yezt, and bVEST,
4.60 feet to a��S" Iron Rod rvith a Red Cap set for the'POINT oF�BEG WNIN•G oF [he herein describzd .
lease, said poin� bein, the south �vest cof•ner of Lease Site I S-D-S, the Coordinates oFs�id POINT af
BEGINNING are X=3,Da5,GS�4.3S, Y=�117,731:91; � �
Thence; North 89 de,rees �2 minutes 04 seconds West, l�.00 feet, ta a Rail Road Spike set: � �
Thence; Generally along the w�st edge a concrete rui�ner, North 00 dr;,srees ?7 minutz3 >6 secortds Enst.
1�?.54 feet, to a Rail Road Spike set; . ' �
T.liCnce; Notth 89 de�rees 33 minutes 0�4 �seconds West, �.GD feet, to a t'I� Nail 4vith 5hiiier set;
Tl�ence; North 00 degrees 27 minutes �6 seconds East, 8.6=� Feet, to a PK Nail �vi�h Sltinerset;
Tlience;�South S9 dt�rees 33 minutes 04'seconds East, �1,60 feet, co a[tail Ru�d Spike ser '
Thence; Generallv afong the west ed��e � concrete ninner, North 00 cle�rees 37 minutms i6 seconcls East.
55.67 feet, to a Rail Road Spike ser,
Thence; South.S9 degrees 3? minutes 0�4 seconds Enst, I�.00 feet, to a S/3" iron Rocl with a Red C1p se[:
Thence; South d0 de�rees ?7 minutes �G seconds West, 3� l.S� feet, ro the Puint ot Be�:innin��, and�
containinQ�3,817 sqnare feet�of {and, more or less. � •
�
0
Surveyed on the ground in February, 1999.
EN�INEERING DEPARTMENT ,
r
��% �TF{E CITY OF FOR'T WOR7'H * lOOO THROCKMORTON STREET *•FORT �VORTH, T�.�.0 76 102-63 1 1
� (81� 571-7941 * Fl.x (817) 871-7854 •
'���.�7T��F+�
. � �, ,
AN6 NSE��
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,�9�
�j Prinled on teqcled p+pet
ASSIGNMENT OF LEASES AND REN'TALS
THE STATE OF TEXAS
COUNTY OF TARRANT
KNOW ALL MEN BY TI�SE PRESENTS:
This Assignment of •Leases and Rentals frorri SANDPIPER AIRPORT INN, INC. �
(hereinafter called "Borrower"), to SUMMIT BANK, N.A. (hereinafter called "Lender"),
WITNESSETH: ' ' �
WF3EREAS, 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: .
GRANTOR' S LEASEHOLD ESTATE AND LEASEHOLD INTEREST IN THE
FOLLOWING DESCRIBED REAL PROPERTY:
As described on Bxhibit "A", attached hereto and incorporated kierein for all
purposes, being a certain parcel or tract of land located at Meacham Field, a
municipal airport in the City of Fort Worth, Tarrant County, Texas;
the .said Leasehold interests of Grantor being described in those certain Lease
Agreements (by and between the City of Fort Worth, Texas, as Lessor, and Don
E. Hansen, as Lessee, the said Don E. Hansen's right, title and interest in said
Lease Agreements having been assigned to Grantor herein) described on Exhibit
"B" attached hereto and incorporated herein for all purposes (the "City of Fort
Worth Lease Agreements"); �
togedier 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 purposes of securing the payment of a Real Estate Lien Note of even date
herewith in the principal sum of $200,000.00, executed by Borrower and payable to the order of
Lender, including all renewals and extensions thereof, and all other delits 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
WHEREAS, Borrower desires to further secure Lender in the full and complete payment
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 T�IE3E PRESENTS:
That Borrower, for and in consideration of the premises and the sum ofTEN AND 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 a11 amendments thereto, executed by or, inuring to the benefit of Borrower, 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 4he Leases, all until
the Indebtedness and all covenanks 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 Assigrunent is made and accepted subject to the follo�ving 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'i'rust, 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 montl�s in advance of any such collections. ' � �
(2) In any event, however, if the indebtedness is not paid at maturity, howsoever such
maturity may tie brought about, or if default is made in the keeping or performance
of any of the Borrower's covenants and obligations under the Deed of Trust or
hereunder, thereupon or at any time thereafter, which such or any subsequent
default continues, 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
Preinises or any part khereof, and receive and collect all rents, revenues, profits and
income theretofore accrued or thereafter accruing therefrom so loxig as any of the
Indebtedness remains unpaid 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 gossession, control and collection, and , second, the payment of the
Indebtedness, irrespective of whether then mature, paying the balance, if any, to the
Bonower. Borrower agrees that the ordinary and necessary expenses incident to
such possession, control and collection shall include, without limitation, reasonable
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 Premises and to all taxes, asaessments, 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 Borrorver 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 income eiccept
to the extent permitted under paragraph (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 accordance with the terms 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 und�r 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;emuneration shall be paid out of the
rents, issues, profits and proceeds as hereinabove provided, at the rate of
compensation then prevailing in Tarrant County, Texas.
2 of 4 Peges
Borrower agrees that nothing in this Assignment shall be construed to limit or
zestrict in any way the rights, liens and powers granted in the Deed of Trust to the
Trustee or any successor or subskitute 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. Tlie collection and application of the rents, issues, profits
and proceeds of the Leases to the Indebtedness or as otherwise above provided
shall not constitute a waiver of any default which might at the time of application
or thereafter exist under 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, notv✓ithstanding such application.
(4) Borrower agrees that Lender shall never under any circumstances be held liable for
failure to collect any rents, issues, profits and proceeds from the Premises. '
(5) Borrower 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 current periods and as otherwise
provided in such Leases, that such Leases are not subject to any seto,ff, credit or
counterclaim, and that the Bonrower has full right and powex to pledge and assign
hereunder all interests and estates of the Lessor thereunder. Borrower agrees thak,
without the prior written consent of Lender, Borrower will not make any change
or rnodification in any lease now or hereafter covering any part of the Premises and
will not exercise any options eontained in any such lease or take any action to
forfeit the same and will not collect any rental in advance except as specifically
provided under any such lease: Borrower.further agrees to inform promptly ttie
Lender in writing of any notices received of any Lessee with respect to any
obligation or default under 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 obligations contained in any of the
Leases. Further, Lender shall never be obligated to complete construction of any
improvements on the Premises.
(6) Borrower further warrants and represents that the Leases and tlie rentals thereunder
have not been assigned, hypothecated or pledged.
(7) Upon 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 Prernises.
(8) This Assignment shall be binding upon Borrower and Bonower's successors and
assigns, and shall inure to the benefit of Lender and its.successors and assigns as
the holder and owner of the Indebtedness.
(9) Upon the payment in full of the Indebtedness, as evidenced by the recording o£an
instivment 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, 2002, BUT TO BE EFFECTIVE THE 20TH
DAY OF DECEMBER, 2002. �
BORRO WER:
SANDPIPER AIRPORT INN, INC.
BY: �,/) �ct7�!/L-ti-
��
Don . Hansen, President
3 of4 Pagas
THE STATE OF TEXAS § . .'
§
COUNTX OP TAR.RA.NT §
The foregoing instrurnent was acknowledged bef�re me on the �� day of
December, 2002, by Don E.-Hansen, President of SANDPIPER AIRPORT INN, INC., a Texas
corparation, on behalf of said corporation. £ �
i� DAVIQ BAILIFF ---� �� �
��`�Y��' PSataryi Pu�►�e NOTARY PUBLIC,� •OF TEXAS �
��* $TttT� OF. TEXA� pg�TED NAME OF NOTARY
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MY COMMISSION EXPiRES:
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' �,�nr� DF�VID DAILIFFy�+
; � �` 4 C�daGary Publ{c '
ai'A'iE OF TEXAS
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4 of4 Pages
Commence at a point in the west line ofNorth Main Street and tl�e n��r�h line ok�3S'�.' Strett, said point
� bein� 1n.ea5terly southwest �orner ot'said Meacham Airport, Thence: NOR'f}-I, 73�).U7 fttt, and ��'EST,
44.13 feet to a PK Nail witl� Shiner set for tl�e POINT of' BEGINNING oF tl�e herein'described leasr, said
po�nt bein� thz Southeast corner of Lease Site I S, said poii�t bein�� the northeast cor��er of Lease $ite 2S, the
Coordinates of �aid POINT of BEGINNING are X=2,0�4j,6��1.77, ti'=417,GS7,17;
Legal Description for;
Fort tiYorth Internation�l Airport
Lease Site No. 1S
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A parcel of land, bein�, n portion of Block 2, Meacham Airport, accordin�, to plat, recordrd in Cabinet A,
Slide 344�, Plat Records, Tarrant County, Tax�s, also kno�vn as Fort. Worth Mroch�m Int�rnation:il
Airport; and bein� more plrticularly described as follows usin_; tl�e Teeas Coordinate Spst�m, Nortl�
Central Zone, NAD 37, Coordinates and Be�rings as fallo�vs:
� � � � T�
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Thence; N.ortf� S9 degrees 36 minutes 00 seconds West, at 310.4b fzet.pass � Pk Nailset for the northwest
corner of Lease Site 35, in �II 364.71 feet, to a mark X cut in conc�etz, for the southwest corner oF '
the herein described lease; '
Tl�ence; Nortl� 00 de�rees 2�G minutes 34 seconds Eas[, 40�.3? tcet, to a mark X fo�md in concrete, For tl�e
most �uesterly northwest cor��er of here�in described lease;
'Thence; South SO de�rees 12 minutes ? 1 seconds�East, 147.09 fzet, to a PK Nai1 With Shiner se[:
' Tl�ence; North 00 degrees 43 niinutes 39 seconds E1st, 139.38 feet, to an PK Nail Witl1 Shiner Set, for tl�e
� most northerly northwest corner'oFherein described lease; '
Thence;' South 39 degrees 1 G minutes ? l seconds� East, 19�1.t0 feet, to a�/S" I�ron Rud rvith a P�ed Cap Set:
for the most nortl�erly north elst corner of the herein ciescr.ibed Iz�se: . '.
Thence; 5outh 00 de�,ree5 30 minutes Z I seconds West, 39.00 feet, tu an PK Nail' With SI�inCr Srt;
Thence; 5outh &9 degrees 29 minutes 39 seconds East, ?�.00 feet.�tu an PK N�il �Vitl� Shi��ei• Set, for the
most eastzrly north enst corner of herein described lease; . �
Tlience; South 00 de�rees 30 minutes 31 seconds West, �170.94 feet, to [lie Poin[ uFQr:;innin_,:, a'n
containing 163,�7�4 square feet of land. more or less.
Surveyed on the �round in February, �1999.
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ENG'INEERING DEPARTh4ENT
THE C1TY OF FORT WORTH * lOOO THROCKMORTON $TREET * FORT WOFTH, T�us 76102-63a �
. (81� 871-i941 * Fnx (8�� 871-7854
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Leg;�l Description for;
Fort �Vortli Intern�tion�l Airport
' Lease 5ite No. 1S-D-S
A parcel'of land, bzin; a por[ion of Block 2, Meacham Airport, accordin�� to plat. rrcurded in Cul�in�c A.
Slide ?44�, Plat Records, Tarrant County, Texas, also known as Fort Wurth Meacham In�crn��tional
Airport, and bein� more particularly described as follows usin�, the Texas Coc�rdina[e 5ystem. North .
Central Zone, NAD 37, Coordinates and Bearin�ss 1s follows: �
Commei�ce at a point in the west line oFNorth Main Street and the north line of3S'�' Strret, said point
being an easterly south���est corner�oFsaid Meacham Airport, Tlaeiict: NO�RTH. 7S�.S I feet, and WEST,
4.G0 feet to a��S" Iron Rod wi[h a Red Cap set for tl�e PO1NT of DEGINNING oFtheherein described
lease, said point being [he south west corner of Lease Site 15-D-5, tl�e Coordinates of s;►id POINT oF
BEGINNING are X=?,0�5,6S�1.35, Y=�117,731.91; � , .
Thence; Nortli 89 de,rees 3Z minutes 04 seconds West, 1�.00 feet, to a Ra.il Road Spike set: •
Thence; Generally alon, the west ed�e a' concrete runner, North �0 cle�,rees 37 minutes >G secor�ds East.
I�7.54 fee[, to a Rail Road Spike set; � ,
Thence; North 89 d��rers 3? minutes O�l seconds West, 4.60 feet, to a f'I` Nail with Shinerset;
Thence; North 00 de�re.es 27 minutes �6 seconds East, 8.G4 feet, to a PK Nail with Shinerser,
Thence;�South S9 de�rees 33 minutes 04 seconds East, �4.bb feet, ro a Rail Rnad Spike set;
Thence; Generally along the �o•est ed�te � concrete ninner, .North 00 cle�rees 37 minutes �6 secoi�ds. East,
5�.67 feet, to a Rail Roaci Spike set; . �
Thence; 5outh.S9 dz�rers 33 n�inutes 0� seconds East, 1�.00 feet, to � 5/5" lron I'�od with a RetJ Cap set:
Thence; South 00 degrees ?7 minutes �6 seconds West, 2� I.S� t'eet, to the Puint of [3e�,innin��, and�
containin��3,817 square feet•oFland, more or less. �
5urveyed on tl�e �round in February, I 999.
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ENGINEERING DEPARTMENT
THE C1TY OF FORT WORTH * 1 OOO THROCKMORTON STREET �' •FORT WORTH, TEx.bs 76102-6311
• (81 � 871-7941 * Frvc (8l 7) 371-7854
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, ; Fort tiYorth lnternational Airport
Lease 5'itc No. 1 S
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A parcel of land, bein�� a portion of Block-3, Meachum Airp�rt, accnrdin_� to plat, recorded in C�binet A.
Slide 3�445, Plat R�cords, Tarrant County, Texas, 11so kno��•n �s Fort Worth M��cham Intcrnational
Airport, and bein, more p�rticullrly d�scribed as follows usin_, the T�xas Coordinate System, Nortli
Central Zone, NAD 37, Coordinates and Bearin�s as fnllo���s:
Commence at a point in the west line ofNorth Maii� Street and dit n�irtl� line ot'3S'�' Street, s.�id point
bein� an. easterly southwzst corner of slid Meacllam Airport, Thrnce: NUR'1'h(, 73�).U7 frtt, and �`'EST,
44,13 feet to a PK N1il with Shiner set for the POdNT of BEGINNING ot'the harein described le�se, said
point bein, the southe�st corner of Lease $ite I 5, said point �bein�� [he nortlleast �orner of Lease Site ?S, the
Coordinates of Said POI1�T of B.EGINNING are X=2,Oai,6�44..77, l�'=417,GS7.17;
Tl�ence; Nortfi S9 de�rees 36 minutes �o seconds West, at 310.46 feet pass � PK Nail set for the northwest
corner of Lease 5ite ?S, in all 3G4.71 feet, to a n�ark X cut in concrete, for the southwest corner o.F
the I�erein described lease; •
Thence;.No�th 00 de�rees 2�6 minutes 3� seconds East, 40�.8? fr:et, to a mark X faund in coiurete, For the
• most rvesterly nortlnvest cori�er of herein described lease; ' �
Thence; South SO de�rees 1? minutes 21 seconds East, 147.09 fee[, to a PIC Nail With 5hiner set; '
Thence; North 00 degrees 43 minutes 39 seconds East, 129?8 feet, to an PK Nail With Shiner Set, for tl�e �
most northerly nortliwest corner of herein described lease; �
Thence; South 39 dearees 16 rninutes 31 seconds East, 19�1.50 feet, ta a�/S" Iron Rud �vith � I'.ed Cap Set.
for t�ie most northerly north east corner of the hzrein deseribed lense:
Tlience; 5outh OQ de__rees 30 minutes ? I seconds West, 39,00 feet, tu an Pli Nail' With 5hinrr Set;
Tl�ence; Soutl� 89 degrees 39 n�inutes 39 seconds East, 2�.00 feet, tu an PK N�il With 5hiner Set. for the
most easterly north elst �corner of I�erein describzd lease; .
Thence; South 00 degrees 30 minures 31 seconds West, �470.94 ftet, to ti�e Point uF Dr;,,innin��, 1nd
eontaining 163,374 square feet of land, more or less.
Surveyed on the ground _in February, 1999. ' / I
� ENGINEERING DEPARTh4ENT
, ��0
! THE CfTY OF FORT WORTH * lOOO THROCKMORTON STREET * FORT WORTH, Texas 76102-6311
; ' � (81 � 871-i941 * F1+X (51 � 871-7854
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Leg:il Description for; .
Fort 1�Vortli lntern�tianal Airport
Lease 5ite No. l S-D-S
A parcehof land, beii>>.1 portion oFBlock �, Meacham Airport, lccordin�, to pl��, rc�orded in Cul�inrt A,
Slide 3�4�, Piat Records, Tarrant�County, Texa's, also known as Fort Wurth Nte�cii�m Intrri�utioilal
Airpori, and.bein� more particularfy desEribed as foilows usin�, the Te�as Coorclinate Sy.steiti. North
Cencral Zo�1e, NAD ?7, Gooi•dinares and 6earin;,_s as follows: '
Commence at a point in the west line oFNorth Main Street and.the i�orth line ot'3S'�' Serret, said poin[
being an easteriy south�a•est corner oFsaid Meacham Airpori, Thzncz: NORTH. 7S3.S1 Fezt, and �VEST,
�.60 feet to a��S" lron Rod wi[h a Red Cap set for the P01NT oF tiEGINNING ot titie l�erein describzd
lease, said point bein� the south �vesc corner of Lease Site I S-D-S, tltie Coordinates of said POINT of
BEG1NNIh1G are X=?,Q�45,GS�l.3�, Y��417,7;1:91; :
Thence; North 89 degrees 32 ininutes 04 seconds West, 1�.00 feet, to a Rail Road Spike set:
Thes�ce; Generally alon, the west ecfge � conccete nutit�er, Nortli 00 de_,rres 37 minutes >G 5econds £ast,
1�7.54 feet, to a Rail Road S�ike set; .
T.hence; NoiKh 89 de�rees 33 minutes 0�4 �secon�ls West, 4.60 feet, to a I'K Nail ��vith 5hiner set;
Thence; North 00 de'rees 27 min�ites �6 seconds East, B.G�t feet,�to a P!C Nail w,ich Shiner set;
Tlience;�South 39 de;rees 33 minutes 04 seconds East, 4.60 Feet, ro a Rail Road Spike ser,
Tl�ence; Generall�� a(o�g th� west ed��e a con.crete n�nner, Nortl� 00 de�rees 37 r��inutes >6 seconcls E�st,
5�.67 fGet, to a Rail Roaci Spike set;
Thence; South.S9 degrees 33 minutes 0�1 seconds East, I�.00 feet, to a 5/S" iron Rod with a Red Cap set:
Thence; South 00 de�rees 27 minutes �6 seconds West, 2� l.S� fee[, to the Puint of De_,U11lIR'�, ill1Cl'
containin��3,817 square feet�oF land, more or less. �
Surveyed o» the �round in February, 4999.
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ENGINEERING DEPARTMENT .
TFIE C1TY OF FORT W�RTH * 1��0 TNROCKMORTON STREET *•FORT WORTH, TExns 76102-6311
(81 � 571-7941 * F.vc (817) 371-7854
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City of ' �'o�t Wo�th, Texas
JVta y�' �ad ���NcjB �o�wrw�Njca�iar�
DATE REFERENCE NUMBER LOG NAME PAGE
12/17/02 **C-19392 55DEED 1 of 1
suB,�ECT CONSENT TO EXECUTION OF DEED OF TRUST LIEN BY SANDPIPER AIRPORT
INN, INC. IN FAVOR OF SUMMIT NATIONAL BANK OF FORT WORTH RELATED TO
LEASE SITE 1-S AT FORT WORTH MEACHAM INTERNATIONAL AIRPORT
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a written consent to the
execution of a Deed of Trust Lien by Sandpiper Airport Inn, Inc. (Sandpiper) in favor of Summit National
Bank of Fort Worth (Bank) on Lease Site 1-S at Fort Worth Meacham International Airport (Airport).
DISCUSSION:
Sandpiper currently leases Lease Site 1-S at the Airport pursuant to City Secretary Contract No. 25212,
as previously amended (the Lease}. Sandpiper wishes to refinance improvements that have been
constructed on the leasehald through a loan from the Bank and has requested the City's consent to its
execution of a Deed of Trust Lien on the leasehold in order for the Bank to secure its loan. The Deed of
Trust Lien will grant the Bank the right to operate as the Lessee or to secure another tenant in place of
Sandpiper, if approved by the City Council, in the event that Sandpiper defaults under the loan or
breaches its Lease with the City. Sandpiper's President is Don E. Hansen.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
1►�i[��i3
Submitted for City Manager's
Office by:
FUND I ACCOUNT I
(to)
CENTER I AMOUNT CITY SECRETARY
Marc Ott
Originating Department Head:
Bridgette Garrett (Acting)
Additional Information Contact:
Peter Vaky
8476 I
�
5403 � (from)
I
�
7601 I
APPROVED 12/17/02