RECORDATION REQUESTED BY: l-2006-004029 BOOK 0421 Pg 264 Bank and Trust Company 1F0l26/20263 31 8.026 am Pg 0264-0274 2424 E. 21 st St., Suite 100 Came P333$r3$?gg?n2gn~ C'erk Tulsa. OK 74114 WHEN RECORDED MAIL TO: 3.6.0. _ij if?, ONB Bank and Trust Company 5:93. .. 2424 E. 21st St.. Suite 100 5 Tulsa, OK 74114 hi?ebi'cegfsl? I 9.123%? payment ?Wide x' . I I .0. SEND TAX NOTICES TO: Jam Brew? County Tran-um. 09:3 Refuge LLC (mum "?Imnn'nu?? 100 Saw Mill Road Kansas, OK 7434-, FOR use ONLY MORTGAGE A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE. THIS MORTGAGE dated October 12, 2006, is made and executed between Refuge Ranch, LLC, A Limith Liability Company, whose address is 100 Saw Mill Road. Kansas, OK 74347 (referred to below as 'Grantor'l and CNS Bank and Trust Company, whose address is 2424 E. 21st St., Suite 100, Tulsa, OK 74114 (referred to below as "Lender'l. 4 GRANT OF MORTGAGE. For valuable consideration. Grantor mortgages and conveys to Lender all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, lthe "Real Property") located in Adair County, State of Oklahoma: Tract A A tract of land in Section 9, Township 19 North, Range 24 East of the Indian Base and Meridian in Adi County, Oklahoma, more particularly described as follows: Commencing at the Northwest Corner Of Section 9. 00?03' a distance of 3208 feet to the point of beginning, thence 00?03' a distance of 357 feet: thence 48?42' a distance of 365.30 feet: tl'lema? 1 43?17' a distance of 550 feet; thence 10?32' a distance of 452 feet; thence 42015- dismdi 246 feet: thence 8 43?17' a distance of 589 feet to the point of beginning; said parcel containing . approximately 9.80 acres. Tract i A tract of land in the SW of Section 9, Township 19 North, Range 24 East of the Indian Base and Meridll? in Adair County, Oklahoma, more particularly described as follows: Beginning at a point 3416 feet South and 656 feet East of the Northwest comer of said Section 9; thence Southwesterly to a point in the Wet! line of said Section 9, 4108 feet South of the Northwest comer thereof. thence South along said West lint of Section 9, a distance of 150 feet; thence Southeasterly on a bearing of 3 43?39' to a point on the centerline of the Illinois River. and said point being 5112 feet South and 973 feet East of the corner of Section 9. thence North and East along said centerline of the Illinois River to a point 4342 South and 1481 feet East of the Northwest corner of Section 9, thence on a bearing of 42? 33' t? - point 3792 feet South and 976 feet East of the Northwest corner of Section 9: thence Northme distance of 284 feet to a point 3657 feet South and 726 feet East of said Northwest comer. than? Northwesterly to the point of beginning, the tract containing 27 acres. more or less. Tract Lot 28. Block 19, Willow Creek Area, Flint Ridge No. 3. a subdivision in Adair County, Oklahoma according 1 i to the recorded plat thereof. i l-2006-004029 Book 0421 Pg: 2654 1012612006 10:26 am Pg 0264-027 5 33.00 DOC: 0.00 Fee: - ham 2 29 (Continued) 9?3: a Page . - No- 5? w/ I, or us address is commoan known as 100 Saw Mill Road, Kansas. OK 14347. 0 ants to Lender a Uniform Commercial Code security interest in the Personal Property as defined also 9' How. BENTS itlon to the mortgaging of the Real Property to Lender, if Grantor?s loan does it defined in 14A 0.8. Section 3-104 and is not made primarily for.? :n 1? Mum as de?ned in 14A 0.8. Section 1-301l4l to a natural person or to a farm or ranc ration as de?ned in 18 0.8. Secuon 951, Grantor hereby grants to Lender as additional 3:01.133; corp;an secured by this Mortgage and empowers Lender to collect all Rents (as de?ned is mdsopeny. This grant is known as an ?Assignment of Rents," but .is sometimes its! lid? hated as a pledge since the assignment is conditional and not absolute. ethereafter upon the occurrence of an Event of Default under this Mortgage and becomes effective er 0; not proceedings have been instituted to foreclose this Mortgage by judicial foreclosure or pow ?n the earliest of: . Lender taking possessbn of the Property, and Grantor agrees that upon default Lender or Its agent 52:" Live the fight to take possession of the Property, collect the Rents, and apply the proceeds to mdebtedness: the appointment of a receiver for the Property, and Grantor recognizes that upon the'occurrence fihaal: Event of Default under this Mortgage, a court may grant speci?c performance of Grantor agreemend ce Lander will have the right to take possession of the Property by appointment of a receiver In accor Ian with 12 0.8. Section 1551 (Sixth), which authorizes appointment In all other cases where receivers rave been appointed by the usages of the courts of equity, and may also appoint a receiver upon the ot er grounds for appointment of a receiver set forth in 12 0.8. Section 1551 (Second): or Lender giving Grantor and any lessees of the Property written notice to pay Rents due after a speci?ed date to Lender, and Grantor recognizes that consistent with 46 0.8. Section 4 when the Lender receives Roms after written notice and does not also enter into physical possessron of the Property and exercrse exclusive operating control, Lender shall not be deemed to be a "mortgagee in possession, but Will account to Grantor regarding Rents actually collected. ?Tamar also recognizes that Lender may as part of this Assignment of Rents extend or renew or enter into new 'l for periods and payments consistent with the terms and payments customary for leases of the Property. Pm sends written notice to a lessee obligated to pay under any lease on the Property requesting lessee to ail Rents payabie under the lease to Lender, this Assignment of Rents, when it is effective, shall transfer I?to Lender the lessee's obligation to pay Grantor the Rents, and Grantor and all lessees agree that no or termination or renewal of a lease prior to or subsequent to that time or advance payment and coilec?on of Rents will be effective against Lender unless Lender consents in writing. If any lessee obligated to pay Lender does not do so, Lender shall have available all remedies to collect the Rents, including without mnitation those available to a lessor upon a lessee's failure to perform under a lease. If Grantor occupies the lPropelty, Grantor also agrees to pay to Lender a reasonable rental for the use and occupancy of the Property if after default Lender makes a demand for such payment in writing. :Grantor agrees that this Assignment of Rents will be considered as separate and independent from the IMortgage to the extent that the Assignment of Rents shall continue in effect in favor of the purchaser of the Property upon foreclosure with respect to leases that are not terminated by foreclosure or, at the emotion of Ilander made known before any sale upon foreclosure is concluded, shall continue in effect in favor of Lender with respect to leases that are not terminated by foreclosure until any deficiency owed Lender after foreclosure is satis?ed by payments under the leases, at which time further due payments shall accrue to the purchaser of the Property or to the purchaser's assigns. Ines MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS IS GIVEN T0 SECURE (A) PERFOR OF ANY AND ALL OBLIGATIONS UNDER THE NOTE I . THE RELATED DOCUMENTS THIS MORTGAGE l8 GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: AND THIS Except as otherwise provided in this Mortgage, ecur is ortga as the becom rm? this Mortgage. 9 us and shall strictly perfor POSSESSION AND MAINTENANCE OF I - THE PROPERTY. Grantor race that - the Property shall be governed by the following provisions:? 7 T: Grantor possessron and use of "my to Maintain Grantor sh I - all maintain the Property in tenahfable rePails. replacements, and maintenance, Dec-638,80! ptly perform 3" Wm With Lawns era I 1" 3?71" "ii: hiwnr?. AND THE SECURITY INTEREST IN THE PAYMENT OF THE INDEBTEDNESS AND (B) Grantor shall pay to Lender mall of Grantor's obligations - . .7 Rtor'f?bl'e rants 10.. i 99 t8 malwar . ., . mm mm.? - rm? Moths 3-: I - yiaiedm heilmri in I-2006-004029 Book 0421 Pg 266 101260006 1026 am Pg 0264-0274 Fee' $3300 Doc 5000 Loan No: 61029 came Pgm?g?o; g?w 09"? Ma period of Grantor's ownershi 0f the Property, there has been no use trea . 96 atron, manufactur release of any Hazardous Substance av any person . except as previous! d_ I . rantor has no knowledge of,.or reason to believe that there has any Environment I Isc osed to and acknowledged by Lender in writing, any breach 0, ?ma?a? . threatened releas: fawsr any use, generation, manufacture, storage, treatment, disposal, release or occupants of th opany Hazardous Substance on, under, about or from the Property by any prior owns: relating to such "imminent or any actual or threatened litigation or claims of any kind by any pa, writing neith Gers, and (3) Except as prevrously disclosed to and acknowledged by Lender in use g?nerate er rantor nor any tenant, contractor, agent or other authorized user of the PrOperty shall or f'rom the 6r anu acture, store, treat, disposeof or release any Hazardous Substance on, under. a federal state and any such activrty. shall be conducted-In compliance with all app?cable Laws 'Grant. an hocal laws, regulations and ordinances, including wrthout limitation all Environm test - or cut onzes Lender and Its agents to enter upon the Property to make such inspections and s, at'Grantor expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes 0 and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to other person. The representations and warranties contained herein are based on Grantor's due diligence- the Property for Hazardous Substances. Grantor hereby (1) releases and waives any tum: claims against Lender for indemnity or contribution in the event Grantor becomes liable for c? :anup or 0e,? under 3W laws: and (2) agrees to indemnify, defend, and hold harmless .e'tder against and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain-or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use generatlon, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's, . OwnerShip or interest in the Property, whether or not the same was or should have been known to Grantor, The .provisions of this section of the Mortgage, including the obligation to indemnify and defend, shay survrve the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage an: shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or ot erwise. Nuisance. Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality Of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. This restriction will not apply to rights and easements (such as gas and oil} not owned by Grantor and of which Grantor has informed Lender in writing prior to Grantor's signing of this Mortgage. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon tie Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans \Mth Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do a! other acts, in addition to these acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. at Lender's option, declare immediately due and payable? DUE ON SALE - CONSENT BY LENDER. Lender may, all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyancggi of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable: whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by 88?? assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property. or any other method of conveyance of an interest in the Real Property. If any Grantor is a corporation? partnership or limited liability company, transfer also includes any change in ownership of more than 7' 46320320043029 Book 6421 no 267 MORTGAG I 006 10:28 am Pg 0264-0274 29 (co d? ?damsgaoo Doc: nue Hm" Mun.? to of 3:333? Cl? 4 i. I i ?mom (2596) of the voting stock, partnership interests or iim'ted liability company interest, as be, of such Grantor. However. this option sha "gradual law or by Oklahoma law. ll not be exercised by Lender if such exercise is 6 ii it it?? ?gas. The following provisions relating to the taxes and liens on the Property are part of this AND a Grantor shall pay when due (and in all events prior to delln one ?as. water charges and sewer service charges leviied agZinzi: 3x313; and shall pay when due all claims for work done on or for services rendered or material furnished Grantor shall maintain the Property free of any liens having priority over or equal to the Lender under this Mortgage. except for those liens specifically agreed to in writing by Lander. .3 a al . goth. i} . of is in ?cap: for the lien of taxes and assessments not due as further specified in the Flight to Contest i aph. of payment. Grantor shall upon demand i i urn sh to Lender satisfactory evrdence of payment of we, or assessments an a authorize the appropriate governmental official to deliver to Lender at my time a written statement of the taxes and assessments against the Property. of Construction. Grantor shall notify Lender at least fifteen (16) days before any work is commenced, any services are furnished. or any materials are supplied to the Property, if any mechanic?s materialmen's lien. or other lien could be asserted on account of the work, services, or materials. win upon request of Lender furnish to Lender advance assurances satisfactory to Lender that i i 3 tot 3mm: can and Will Pall the cost of such improvements. i in." DAMAGE The following provisions relating to insuring the Property are a part of this Homage: of insurance. Grantor shall procure and maintain policies of fire insurance with standard ad coverage endorsements on a replacement basis for the full insurable value covering all mvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender bang named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Policies shall be written by such insurance companies and in such form as may be Lender may require. reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of fifteen (15) days' prior written notice to Lender and not containing any disclaimer of the insurer?s liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Preperty be located in an area designated by the Director of the Federal Emergency Agency as a special ?ood hazard area, Grantor agrees to obtain and maintain Federal Flood insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property the maximum policy limits set under the National Flood Insurance Program, or as securing the loan. up to otherwise required by Lender, and to maintain such insurance for the term of the loan. Applcatlon of Proceeds. Grantor shall notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. if Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lander. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to my any amount owing to Lender under this Mortgage, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. lf Lender holds any proceeds after payment full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear If all or part of Property is damaged or destroyed by a third party and sums are due from that party or its insurer as a rWilt. whether due to judgment, settlement or other process, these sums shall be applied in the same manner as insurance proceeds under this paragraph. W5 Report on insurance. Upon request of Lender, however not more than once a year, Grantor shall ii?nleh to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property iHSU?ld'. the then current replacement of such property, and the manner of determining that value; and (5) the expiration date 01? the and 51(2?1 J?li a? l-2006-004029 Book 0421 Pg 268 10/2612006 10.26 am Pg 0264-0274 Fee: 33 00 Doc 0 00 MORTGAGE Came Philpott - Adair County Clerk Loan No: 61029 (continued) State of Oklahoma Page 5 policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to determine the cash value replacement cost of the Property. and EXPENDITURES. If any action or proceeding is commenced that would materially affect Le interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any ?New, Documentsv inc'UdihQ but not limited to Grantor's failure to discharge or pay when due any amounts ma?ain required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's beha?for. (but shall not be obligated to) take any action that Lender deems appropriate, Including but net limit "1 discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time [awed it placed on the Property and paying all costs for insuring, maintaining and the Property, expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged Underu Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the datethe repayment by Grantor. All such expenses will become a part of the Indebtedness and. at Lender's OptiOn (A) be pal/able on demand: (3) be added to the balance of the Note and be apportioned among an'd payable with any installment payments to become due during either (1) the term 0f any applicable insmn policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be dim and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled Upon Defeu't- If l3'ider is required by law to give Grantor notice before or after Lender makes an expenditure: Grantor agree! that notice semb regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days befOre the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable. DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a pan of this Mortgage: Title. Grantor warrants that: Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real PrOpeny description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, and lb) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action a, proceeding is commenced that questions Grantor?s title or the interest of Lender under this Mortgage: Grantor shall defend the action at Grantor's expense. Grantor may be the nom?ma. party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver. or cause to be delivered. to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws. ordinances, and regulations of governmental authorities. Er Will Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. if any proceeding in condemnation is filed, Grantor shall notify Lender in writing, and Grantor shall take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain, proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election reqUiN-? that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair restoration of the Property. The net proceeds of the award shall mean the award after payment of reasonable costs, expenses. and attorneys' fees incurred by Lender in connection with the condemnation. ?l IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provision relating to governmental taxes, fees and charges are a part of this Mortgage: current Tex?: F003 ar?d Chargee- Upon request by Lender. Grantor shall execute such documents addition to this Mortgage and take whatever other action is requested by Lender to perfect and Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below together with all expenses incurred in recording, perfecting or continuing this Mortgage, including with? - l-2006-004029 Book 0421 Pa: 269 102612006 10:26 am Pg 02563-3374 Fee: 5 33.00 Doc: . p: 51029 com-if? I'd terin this Mortgage. ?aim/d - f9?: m'mm stal'nps, and other charges for recording or regls 9 mm mm taxes which this section applies: (1) a specific tax upon this type UPON :3 811! part of the igdabtedness secured by this Mortgage; (2) a ta: gr; Grantor is auti'iorized or required to deduct from payments this type of Mortgage chargeable against the Lender or i a. and a speci?c tax on all or any portion of the Indebtedness or on payments of i! . IUm.ngGutter. this . Ir tax to which this section is enacted subsequent to shtin have the me effect as an Event of Default, and Lender exerc'se remedies for an Event of Default as provided below unless Grantor either (1) REVS tion a? it deinquent, or (2) contests the tax as provided above in the Taxes-and Liens sec to with Lender cash or a sufficient corporate surety bond or other securltv sat'SfaCtorY W- . m: mucus STATEMENTS. The following provisions relating to this Mortgage 33 a .Wa?eapatofthis Mongage: xtent any of the whom. The instrument shall constitute a Security Agreement to the I cartslitutos ?xtures, 81d Lender shall have all of the rights of a secured party under the Unlform was Code as amended from time to time. Upon request by Lender, Grantor shall take whatever action is requested by Lend8f_tO md continue Lender's security interest in the Rents and Personal Property. In addition to in the red property records, Lender may, at any time and without further authorization from W, fie exearted counterparts, copies or reproductions of this Mortgage as a financing'statement. dad reimburse Lender for all expenses incurred in perfecting or continuing this security interest. upm m, Grantor not remove, sever or detach the Personal Property from the Property. Grmtor assemble my Personal Property not af?xed to the Property in a manner and at a place My convenient to Grmtor md Lender and make it available to Lender within three (3) days after of written dematd from Lender to the extent permitted by applicable law. W. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information i the security interest granted by this Mortgage may be obtained (each as required by the (xiiorm Cornrnercid Code) are as stated on the ?rst page of this Mortgage. W: The following provisions relating to further assurances and Wasapatof?tis Mortgage: Mai m. At any time, and from time to time, upon request of Lender, Grantor will make, mane md deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and after I?m by Lender, cause to be filed, recorded, re?led, or rerecorded, as the case may be, at such times and in such of?ces and pieces as Lender may deem appropriate, any and all such mortgages, deeds of trust, secur?y deeds, security agreements, ?nancing statements, continuation statements, instruments ?further males, certificates, and other documents as may, in the sole opinion of Lender, or desirdrle in order to effectuate, complete, perfect, continue, or preserve (1) the Note, this Mortgage: and the Related Documents, and (2) the lions and security interests coated by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Grmtor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor .-"hali reimburse larder for at costs and expenses incurred in connection with the matters referred to in t. (is paragraph. Manny-hm If Grmtor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such irrevocwiy appoints Lender as Grmtor's attorney-in-fact for the purpose of ?nil. recording, aid doing di other things as may be necessary or desirable, the matters referred to in the preceding paragraph. W. W. if Grantor pays all the indebtedness when due, ?cations imposed upon Grantor under this Mortgage, be necessary Grantor's obligations aking, executing, delivering, in Lender's sole opinion, to and otherwise performs all the Lender shall execute and deliver to Grantor a suitable gm of this Mortgage and suitable statements of termination of any financing statement on file We Lender?s security interest in the Harris and the Personal Property. Grantor will pay, law, any reasonth termination fee as determined by Lender from time to time. in? I Each of the following, at Lender's option, shall constitute an Event of Default under "Mint Default. Grantor fails to make any payment when due under the Indebtedness. Wmmemm. Wiortaxesorinsur purposes, Grantor hereby: if permitted by . Failure of Grantor within the time required by this Mortgage to make any i once, or any other payment necessary to prevent ?ling of or to offset discharge" i-2006m4029 Book 0424 :9 270 10/26/2006 10 26 am 3204,0274 Fee 5 33 00 Doc 5 00 Loan No: 61029 MORTGAGE can" (Continued) Pug.7 0f any lien. Defeats . common conta-inegraiitor fails to comply with or to perform any other term. OblIIlegz, com a any term bl. in this Mortgage or in any of the Related Documents or to comp w. or to We". . igation. covenant or condition contained in any other agreement between Lender and Gram". the dam The takmg by rights of eminent domain of all or any portion of the Prom, age or destruction by an uninsured casualty of the Proper?- Ddau't '1 Favor of Thi-d Parties. Should Grantor default under any I agreement? purchm 0' ?'95 or any other agreement. in favor Of 0th? cred'to' "?31 may materially affect any of Grantor's property or Grantor's ability to repay the Indebmdness a, Grantor's abi'iW ?0 perform Grantor's obligations under this Mortgage 0" rented document furnished to Lender by Gram), or False Statements An an . ant mada 0" . . . anty. representation or statem Isa or [msleading in any mama on Grantor's behalf under this Mo ?5 is fa rtgage or the Related Documen respect. either now or at the time made or furnished or becomes false or misleading at any time d'iereaira. Defective Colateraization This Mort ed Documents ceases to be in full force . . gage effect (including failure of any collateral document to create a valid and perfeCted security interest or at any time and for any reason. that election to continue is made), or I . The ardiess of Whe nsolvency dissolution of Grantor ("39 or any other termination of Grantors ex'sm a? the appointment of a receiver to. member withdraws from the limited liability companY. going business or the death of any member, the insolvency 0 0" an bene?t of creditors, any type 0f creditor workout, (I part 0 Grantor preperty, any for the laws by or against Grantor. the commencement of any proceeding under any bankruptcy 0' inso'vency of foreclosure or forfeiture proceedings, whether by . oeman - mater or Forfeiture Proceedings Common other method. by any creditor of Grantor or by 8" judicial proceeding. self-help, repossession or any . the Indebtedness. This includes a garnishment of my governmental agency against any preperty securing this Event of Dem she? not of Grantor's accounts, includi deposit accounts, with Lender. However. to the validity or reasonableness of the claim whim is mply if there is a good faith dispute by Grantor as the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeim proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or baa for the dispute. Breach of Other Agreement. Any breach by Grantor under the terms of_ any other agreement between Grantor and Lender that is not remedied within any grace period prowded therein, including mum limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, when" existing now or later. Events Affecting W. Any of the preceding events occurs the indebtedness or any Guarantor dies or becomes incompetent. liability under. any Guaranty of the indebtedness. In the event of a the Guarantor's estate to assume shall not be required to, permit under the guaranty in a manner satisfactory to Lender. and, in doing so, Adverse Cit-190. A material adverse change occurs in Grantor's ?nancial condition, or performance of the Indebtedness is impaired. M. Lender in good faith believes itself insecure. night to If any default. other than a default in payment is curable and if Grantor has not been giving.- notice of a breach of the same of this Mormage within the preceding twelve (12) months. it be mad if Grantor, after receian written notice from Lender demanding cure of such default: (1) the dammit within.thirty (30) days; or (2) if the cure requires more than thirty (30) days, immedia initiates steps which atbender p(lleei'i'isalin Lender's sole discretion to be suf?cient to cure the default - i7 thereafter continues com ates reasonable and necessary steps suf?cient to reduce complianca? soon as reasonably practical. WAT was? mun Upon. the occurrence of an Event of Default and at any ender, ?ender minim. addition to any other rights or remedies provided by law: ?mg and :ntira indebtedness immediately (:32de Option mm mm? t? be required to pay. met penalty which Grantor mm'wmma?mmYMOfthe mwieSOfammunder?ieUn?orm Lmd?fshallhaveaiime?gms extension of credit, . with respect to any Guarantor of any of or revokes or disputes the validity of. or death, Lender, at its option. may. but noonditionally the obligations an?sirg cure any Event of Default. or Lender believestlie I i 8 am . MORTGAGE ?g 3 33-00 Docz??2s?3,33" 1029 i??nt nuodl Page 8 H0 under Oh!" "Chi. without notice to mutt "tor. can? the Rents. pag t due and ?weld. and ImmVOWE:knempossesslon of the Property .. can . sol.? to at '1 furtherance of this right, Lender :roceeds' over and above will of the PM 9 "Mn" ?f ?'08 directly to Lgr?idgqmi: runny graham or - 8 ants are under, then Grantor lrravocably designates Lender as rantor's attorney-in-fact to endor ate the same and collect the the payment. a? ma?, whether or nor Sponse to Lender's demand snail satisfy the 3 any a We "um m" '?bpailar?ph either in r. I . In any action by Lender for the foreclosur a a, power of sale. Lender shall be entitled to the app We! comp?, with any term, obligation, covenant, or condi stringent? Documents. '1 . nder ma obtain L9 3 Wind!" decree foreclosing Grantor's interest in all or any part of ?acid ?mm i of 3.1.41) 9" 3? remedy. may elect to foreclose by power of sale and Grantor ?Mime Lender. or Lender attorney. and grants to Lender, or Lender's attorney, the power to sell Wm convey the Property to II Purchaser and the purchaser's heirs or assigns, forevnr. and to Wu? Grantor rights and the rights of all persons who took an interest in the subject to this ?y This right to foreclose andnto sell and convey the Property which Grantor has given Lender "not is called tho Power Of arid m?Yo 8? the Option of Lender, be utilized in lieu of the an authorlzed by law for acceleration and foreclosure by judicial process. The power of sale means at In a?Nance with applicable Oklahoma law with respect to notice to Grantor and other persons, "mar, interest and the other persons interests in the Property can be sold by Lender at public sale and m? the proceeds can be applied to pay the accelerated debt eviderced by the Note and any other Indebtedness secured by this Mortgage without Lender having to go to court in a foreclosure action.(3i How?, under the power of sale, before Lander. after an Event of Default, declares all sums secured by W'Mortgago immediately due and payable irrespective of any maturity date specified in the Note or in this Mortgage, Lender must give Grantor written nodes of intention to foreclose by power of sale, which notice informs Grantor how Grantor has failed to perform under this Mortgage and what Grantor must do to cure - Grantor Will have the right for thirty-five (35) days from the data notice is sent. or for any om; period provided by law, to cure the failure by paying money or otherwise providing the performance dug, unless Grantor previously has been in default more than the number of times specified by statute within the previous two (2) years, In which case Lender is entitled immediately to accelerate the sums mumd by this Mortgage and to proceed with the power of sale, and Lender is not required to send a ration oi intention of foreclosure with any right to cure. If Grantor cures the default or if Lender accepts a partial performance and a promise to complete performance later, Lender may not require immediate payment In full by acceleration. Grantor understands cure of a default or Lender's acceptance of partial oursend a promise to complete performance later does not affect or compromise Lender's rights if there is again edefeult. if Lender so requests, Grantor agrees to sign and return a form stating when Grantor received the notice specified in this paragraph, whether the Property is homestead property, and lo) liso, whether Grantor will elect judicial foreclosure or elect against a deficiency. Grantor understands that Grantor may, but need not, waive a right to cure in any such receipt form if requested by Lender.(5) In any effort to collect the amounts secured by this Mortgage, whether or not involving foreclosure and sale bvpowsr of sale, Lender will have the right to collect all costs allowed by law, and Grantor agrees to pay to the extent permitted by law Lender's "393' expenses' Dl?clenchudgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency waning In the indebtedness due to Lender after application of all amounts received from the exercise of therights provided in this section. mmt. Lender, at Lender's option, may waive or not waive appraisement of the Property at the is rendered In any Judicial foreclosure of the Property or at any time prior to such acloeurs. i mam?. Lender shall have all other rights and remedies provided in this Mortgage or the Note or at law or in equity. I mam To the extent permitted by applicable law, . marshalled. In exercising its rights and remedies, Lender, to the extent permitted by 'i'Di'cabIs law, aha" be free to sen an or any part of the Property together or separately, in one sale or by Lender shall be entitled to bid at any public sale on all or any portion of the Property. pm Lender shall give Grantor reasonable notice of the time and place of any public sale of the nei Property or of the time after which any private sale or other intended disposition of the Personal to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of of this Mortgage, whether by judicial ointment of a receiver upon any failure of tion contained in this Mortgage, the Note. Grantor hereby waives any and all right to 957/ i751 I 9 Book 0421 P9 272 l-2006-00402 10/26/2006 10.26 am Pg 02640274 MORTG 3 .00 Doc. 5 0.00 - Court's~ 3r? Loan No: 61029 I AGE Came Sig?om (Continued) Pam in conjunction with any sale of i th sale or disposmon. Any sale of the Personal Property may be mad Real Property, exclude pursuit of any 0th .wn an obligation of GrantOr r's right to declare a defaulrnd ued so as to limit Or resa' or in any way to limit 0, ?stir and/or against any other llateral directly or indirectly seemind Election by Lender to pursue any remedy as or to take action to m, shall not a go or otherwise 5 Event of ainst Grantor other co Election of Remedies. remedy. and an election to make expenditur this Mortgage, after Grantor's failure to perfor exercise its remedies. Nothing under this Mortga the rIghts and remedies available to Lender following an the rights and ability of Lender to proceed directly 39 guarantor, surety or endorser and/or to proceed agains" to enforce any of the terms of this the Indebtedness. Attomeys' Fees: Expenses If Lender institutes any suit or action . titled to recover such sum as the court may adjudge reasonable as attorneys action is involved, and to the extant or .5 opinion are necessary at anv ?m me a part of the Indebtedness the. expenditure until r(maids biect to any limits Undef' Mortgage, Lender shall be on fees at trial and upon any appea prohibited by law, all reasonable expenses Lender incurs-t I for the protection of its interest or the enforcement of its rig st at the Note ra Whether or no hat in Lender however su payable on demand and shall bear intere . I'm-tation Expenses covered by this paragraph include. 0? ender's attorneys' fees and Lender's legal expenses, whether gr not there a laWSuit? see for bankruptcy proceedings ('nc'Ud'"9 0'th ?0 m0dify or Vacate ment collection services, the cast applicable law, including attorney any automatic stay 0 of searching records, fees and title insurance, addition to all other sums and ex on 685 ated post-JudQ injunction). ap obtaining title reports (in to the extent permitte provided by law. NOTICES. To the extent permitted by applicable law, any notice required to be Iglven under this Mortgage, 9 without limitation any notice of default and any notice of sale shall be given in and she? be delivered, when actually received by telefacsimile (unless otherwrse required by law) . ed overnight courier, or, if mailed, when deposited in the Unite? mail postage prepaid, directed to the addresses shown near tices of foreclosure from the holder of any Hen which has eginning of this Mortgage. written notice to the other address, as shown near the go by giving forma a notice is to change the party's address. For rJtice purpgses' es of Grantor's current address. To the at tent permitted by any notice given by Lender to any Grantor is deemed to be surveyors' reports, and appraisal and any anticip Iso will pay any court costs in cluding foreclo by applicable law. sure reports). Grantor a peals, includin effective when actually when deposited with 3 States mail, as first class. the beginning of this Mortgage. priority over this Mortgage shall be 5 Any party may change its address for parties, specifying that the purpose of th Grantor agrees to keep Lender informed at all tim applicable law, if there is more than one Grantor, notice given to all Grantors. MISCELLANEOUS PROVISIONS. The followin Amendments. This Mortgage, together with any Related Documents. and agreement of the parties as to the matters set forth in this Mortgage. representations and discussions concerning such matters either are included in this document or do not constitute an aspect of the agreement of the parties. Except as may be specifically set forth in this Mortgage, no conditions precedent or subsequent, of any kind whatsoever, exist with respect to Grantor's obligations under this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. to Lender, upon request, a co Grantor's previous ?scal year in su mean all cash receipts from the Property of the Property. Caption Headings. used to interpret or All copies of no ant to Lender's notices under this Mortga miscellaneous provisions are a part of this Mortgage: constitutes the entire understanding All prior and contemporaneous than Grantor's residence, Grantor shall furnish if the Property is used for purposes other rtified statement of net operating income received from the Property during ch form and detail as Lender shall require. "Net Operating income" shall less all cash expenditures made in connection with the operation Caption headings in this Mortgage are for convenience purposes only and are not to b? define the provisions of this Mortgage. Erma Llawhl'hizlly'lortgage will be governed by federal law applicable to Lender and. to the am er aw. the laws of the State of Oklahoma without regard to its conflict! 0 provisions. This Mortgage has been accepted by Lender in the State of Oklahoma. No such aggelrWiSI-eglil?dee; . Lender shall not be deemed to have waived any rights under this exercising any right s?guvfmna?i and by Lender- N0 delay or omission on the pa provision of this Mortgage as a waiver of such right or any other right. A waiver by Lender 0* strict compliance with that remfniit prejudice or constitute a waiver of Lender-s right otherwise to deman?r' . nor any course of dean? ision or any other provision of this Mortgage. No prior waiver by Lender 9 99" LBHdef and Grantor, shall constitute a waiver of any of Lender'5 fights? nt not law unle?5 rt of Lender"? i-2006-004020 Book 0421 Pg' 270 10I26l2000 10:20 am Pg 0204.0274 MORTGAGE Fee: 0 3300 Doc: 0.00 Page 10 i??n?mdl a, a, my or Grantor's obligations as to any future transactions. Whenever the consent of Lender is malted under this Mortgage. the granting of such consent by Lender In any instance shall not constitute mm consent to subsequent instances where such consent Is required and in a" way. m" b. granted or withheld In the sole discretion of Lender. m. if a court of competent Jurisdiction finds any provision of this Mortgage to be illegal. invalid. a usable as to any circumstance. that finding shall not make the offending provision illegal. Invalid. of "mammals as to any other circumstance. if feasible. the offending provision shall be considered an that it becomes legal, valid and enforceable. if the offending provision cannot be so modified. be considered deleted from this Mortgage. Unless otherwise required by law. the illegalltv. Wm, or unenforoeebillty of any provision of this Mortgage shall not affect the legality. 0' of any other provision of this Mortgage. . There shall be no merger of the interest or estate created by this Mortgage with any other interest 0, ?me in the Property at any time held by or for the benefit of Lender in any capacity. without the men consent of Lender. and Assigns. Sublect to any limitations stated In this Mortgage on transfer of Grantor's Imam, this Mortgage shall be binding upon and inure to the benefit of the parties. their successors and anions. if ownership of the Property becomes vested in a person other than Grantor, Lender. without notice to Greater, may deal with Grantor's successors with reference to this Mortgage and the indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness. is of the Essence. Time is of the essence in the performance of this Mortgage. Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of the State of Oklahoma as to all Indebtedness secured by this Mortgage. Mom. The following capitalized words and terms shall have the following meanings when used in this a. Unless specifically stated to the contrary. all references to dollar amounts shall mean amounts In lgwlul money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not othe. wise defined in mi. Mortgage shall have the meanings attributed to such terms in the Uniform Commercial we: narrower. The word ?Borrower? means Refuge Ranch, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Default. The word 'Default' means the Default set forth in this Mongege in the section tidal "Default' . Erwlronmental Laws. The words 'Environmentei Laws? mean any and all state, federal and local statutes. regulations and ordinances relating to the protection of human health or tna environment, including without limitation the Comprehensive Environmental Response, Compensation. and Liability Act of 1980. as amended. 42 U.S.C. Section 9601, et seq. the Superfund Amendments and Reeuthorizetion Act of 1988, Pub. L. No. 99-499 the Hazardous Material:? Transportation Act, 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words ?Event of Default" mean any cf the events? of default set ferth ih?tl?tie Mortgage in the events of default section of this Mortgge. Grater. The word 'Grantor" means Refuge Ranch, LLC. . m. The word ?Guarantor? means any guarantor, surety, or accommodation party of any or all of the indebtedness. m: 0102. County. The word "Guaranty" means the guaranty from Guarantor to Lender". including without limitationi.?r a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances? mean materials that, because of. (tummy. concentration or physical, chemical or infectious characteristics, may cause or posts a present or Potential hazard to human health or the environment when improperly used, treated, stored, disposed of, mm: mmufacturod. transported or otherwise handled. The words "Hazardgu. Substances. are used in their very broadest sense and include without limitation any and all hazardous. or toxic materials or waste as defined by or listed under the Environmentaltawsn This,? ft?agardouls sum? also includes, without limitationMovements. The word "improvements" means all-existing and future on?: . buildings. If- petroleum and .petrcleumby-produota orany fractionthereof structures, mobile homes affixed on the Real Property, facilities; leddlfion?ar-rdplecdments; and other construction on the Real Property. . W. The word ?indebtedness? means all principal, interest, 1.4. {hit t- 4 ., . and other amounts. costs and mum Oil-l0? Bock 0421 na itmmoe i . i? seem no;9 .035" MORTGAGE . . LM Q?mnm (M u. m. . .- ?argm?tai. payable under the Note or Related Documents. tcn?h" WIlh Ill renewals modifications of. consolidations of and substitutions for the Note or Related Document. .36 ?mum: a. expanded or advanced by Lender in dlachergs Grantor's obligations or expanm incurred :1 with enforce Grantor?s obligations under this Mortgage. together 0" WON mount u" this Mortgage. . In Lender. The word ?Lender" means ONB Bank and Trust Company. W. The word ?Mortgage? means this Mortgage between Grantor and Lander. Note. The word "Note" means the promissory note dated amomt of $680,000.00 from Grantor to Lender. together with all renewals of. extanr?onr pr, mod" promissory note i I re?nmcinos of. consolidations of. and substitutions for the maturity date of this Mortgage is October 12. 2026. NDTICI TO GRANTOR: THE NOTE VARIABLE INTEREST RATE. Personal Property. The words ?Personal PrOperty" mean all equipment. fixtum. and other m. personal property now or hereafter owned by Grentor. and now or hereafter attached or affixed to ii?? Property: together with all accessions. parts. and additions to. all replacements of. end all substituil a any of such property; and together with all proceeds (including without limitation all insurance and refunds of premiums) from any sale or other disposition of the Property. mm? Property. The word ?Property? means collectively the Real Property end the Real Property. The words "Reel Promrty' mean the reel property. interests and rights. as further dam in this Mortgage. "bu Related Documents. The words ?Related Documents? agreements, environmental agreements. guaranties. security agreements. mortgages. deeds oi security deeds. collateral mortgagee. and all other instruments. agreements and documents. whether or hereafter exrsting. executed in connection with the Indebtedness. Rants. The word 'Rents" means all present and future rents. revenues. income. issues. royalties, prom}. and other benefits derived from the Property. its successors and assigns October 12. 2006. In the I II Personal Property, mean all promissory notes. credit agreements. i0. GRANTOR ACKNOWLEDGES HAVING READ ALI. PROVISIONS OF THIS MORTGAGE. AND GRANTQ- AGREES TO ITS TERMS. GRANTOR: REFUGE mnetixuc David c. orshem. Manager of Refuge Ranch. LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE or PM MONA. i as coum'v or ?rug-SA ?wt tary Public Ir; and for the above County and State. on this . . I . 20 personally appeared David 0. Wm" nt of Refuge Ranch. LLC. to me known to be -- he executed the Mortgage on behalf of the limited liability company and aoknowiadood ?0 I. a Ranch. LLC executed the same Mortgage as his or her free ed liability company. for Before me. the undersigned. a day of a Bench. LLC. a member or designated age manger of Refug identical person Worshem. Manager of mm that De - volu I ,deed. and as the free and voluntary act and dead of said limit forth in the Mortgage. day of ?doffr? ?r j, :dwrr? 04003935 Norm Public m8 Closings of Oklahoma, LLC 1500 South Utica, Suite 400 llilsa. OK 74104