M19 BY: my Book 0421 F3: .87 up!? 11:03am 0298 in?: 11st St. Sulte 100 (We 350% $0.00 32? 74114 Ish mhofamWGem MAI. To: ?misth 8?0. w? ?Yy0. so suite 100 ago: i 141?5 4 TREASURER-s EN ORSEMENT SEAL a 1411 - ?u dlsm'. .0035 TO Wm; oimongage?z} ".335 mm" I :13 u-c . . ?q?lul?iml'um? FOR USE ONLY MORTGAGE A POWER OF SALE HAS em GRANTED IN nus Am OF SALE MAY ALLOW me MORTGAGEE To TAKE THE MORTGAGED AND sad. rr WITHOUT GOING To GOURT (N A FORECLOSURE upon DEFAULT BY THE MORTGAGOR UNDER 'lHlS MORTGAGE. ?l $11.5 WGE dated October 12. 2006. is made and executed between Refuge Ranch, LLC, A Limited my (referred to below 'Grantor?) and ONB Burk and Trust COI'npany, whose address is 2424 Easter" Suite 100. Tulsa. OK 74114 (referred to below as 'Lender'). MORTGAGE. For valuth consideration. Gmtor mortgagee and conveys to Lender all of Grantor's Em title, and interest in and to the following described real property, together with all existing or erected or af?xed buildings, improvements and ?xtures; all easements, rights of way, and star, water rights, watercourses and ditch rights (including stock in utilities with ditch or W: 6' rights); and all other rights, royalties, and pro?ts relating to the real property, including without union all minerals. oil. gas, geothermal and similar matters, (the 'Real Property?) located in Adair County. unfortunate: TractA A tract of land it Section 9. Township 19 Norm. Range 24 East of the Indian Base and Meridian in Adair eerily, Oklahoma, more particularly deserted as folows: a distance of 3208 feet to the point of Wuha?or?rwestComerofSec?on 246 feet: drence 5 43?17' a distance of 589 feet to the point of beginning; said parcel containing 9.80 ewes. 19 Norah?angele- EastofthelndianBaseand Meridian i. wanna? mom. pm' described as follows: Beginning at a point 3416 feet South i"afraidSec?on 9.4108 featSouth ofthe Nor?rwestcomerthereof. thence South along said West line the Northwest Bivertoapoint4342feet 33'Wtoa 3792 feet South and 976 feet East of the Northwest corner of Section 9: thence Northwesterly a ?We of 284 feet to a poht 3657 feet South and 726 feet East of said Northwest corner. thence 27ecres.moreorless. Tractc I Block 19, Willow Creel: Area. FlintRidge No.3, a subdivision in Adair County, Oklahoma according 1 12006-004031 Book 0421 Pg 255 10/26/2006 11 03 am Pg 02583430298 MORTGAGE Fee 5 3500 Loan No: 61027 -AaairComtyCiem (Continued) Came Ps'taptgnof ?at; to the recorded plat thereof. oad' Km, OK 74347. Th - a Real Property or Its address is commonly known as 100 Saw Mal Grantor also grants to Lender a Uniform Commercial Code security intefe?st i? the Persona Prowl? as de?ned below. to Lender. if Borrower's l0 ASSIGNMENT OF RENT . In addition to the mort in of the Real Prop . . does not constitute a consumer loan as defined in gigA 3. Section 3-104 and '5 agricultural ur os - al '50" or "melt as defined in 14A 0.8. Section 1-301l4) to a natur gem Lender as additiond rig business cor oratio ran as de?ned in 18 0.3. Section 951. Grantor hereby 9 "act an Rents (38 defined hero,? for the lndebtedne ?0 0? 55 secured by this Mortgage and emf?!owers :fngfer Rams,- but is sometimes techni This Assignment of Rants is the gopertv- This grant is known as an 'Assignme lute ominat as a pledge since the assignment is conditional and not 8 5? - . . Deco effective 33f? cond't'oned Upon the occurrence of an Event of Default under this Mortgage and or?: . Whether 0' not Proceedings have been instituted to foreclose this Mortgage by ?3?01 sale upon the earliest of: default Lender or its agent sh? race that Grantor 89 and appiy the proceeds to the Lender taking possession of the Property, 8" collect the Rents' have the right to take possession of the Property. Indebtedness; 235 that upon the occurrence (3fa1 nd Grantor r3609ni . a mance of Grantor agreement that 2b) the 1appointment of a receiver for the Property. or vent 0 Default under this Mort e, a court may grant 8990' F?ell . . . Lender will have the right to takgeagossession of the Property by appelntment Of a rec?g?ee'r'wrdance with 12 0.3. Section 1551 (Sixth), which authorizes appointment in all other cases at 0 ??res have been appointed by the usages of the courts of equity, and may 3'50 3990"" {3 rece'ver Other grounds for appointment of a receiver set forth in 12 0.5. Section 1551 (Second). or Rents due after a speci?ed (cl Lender ivin Grantor and an lessees of the Property written notice to pa I hat consistent with 46 0.3. Section 4 when the Lender memes date to Lender, and Grantor recognizes th Pro any and . Rents after written notice and does not also enter into posfess'on .9 simian bxerc's? exclusive operating control, Lender shall not be deemed to be a mortga??!Be "1 9? in will account to Grantor regarding Rents actua 5 part of this Assignme lly collected. nt of Rents extend or renew or enter into new leases for periods and payments consistent with the terms and payments customary for leases 01? the Ptoperty_ If Lender sends written notice to a lessee obligated to pay under any lease on the Property reql'SStIng lesseeto direct all Rents payable under the lease to Lender, this Assignment of Rents, when it is effecrIVa, shall transfer to Lender the lessee's obligation to pay Grantor the Rents, and Grantor and all lessee; agree that no modification or termination or renewal of a lease prior to or subsequent to that time or advance payment and collection 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 limitation those available to a lessor upon a lessee's failure to perform under a lease. If Grantor occupies the Property, 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. 3 Assignment of Rents will be considered as separate and independent from the Grantor agrees that thi Mortgage to the eXtent that the Assignment of Rents shall continue in effect in favor of the purchaser of the Property upon foreclosure with res-acct to leases that are not terminated by foreclosure or, at the erection of Lender 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 satisfied 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. THIS MORTGAGE. INCLUDING THE ASSIGNMENT OF RENT 3 AND THE SECURITY INTEREST IN THE PERSONAL IS GIVEN TO SECURE PAYMENT OF THE INDEBTEDNESS AND (Bl PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING Grantor waives all rights or defenses arising by reason of an "one action" or "anti-deficiency law, many other law which may prevent Lender from bringing any ai Grantor including a flair? for de?ciency to the extent Lender is otherwise entitled to a claim for def? ns before at after Lander 3 commencement or completion of any foreclosure action, either judicially of a Grantor also recognizes that Lender may a power of sale. EP g?fONw-rg: AND WARRANTIES. Grantor warrants that: this Mortgage is executed at ester into this Mortgage and to he 01? Lender: lb) Grantor has the full power, right, and authority '1 VP 303? the (C) the provisions of this Mortgage do not con?ict l-2000-004031 Bock 0421 Pg. 230 10/20/2000 11:03 am 15902070290 Fee: I 30.00 Doc: 8 0.00 MORTGAGE cm 21 (Continuadl ?Jim mhgi??m Page a .10 I default under any agreement or other instrument binding upon Grantor and do not result in a one-U" regulation, court decree or order applicable to Grentor; ldi Grantor has established W?ion . or obtaining from Borrower on a continuing basis information about Borrower's financial Sinus" unis) Lender has made no representation to Grantcr about Borrower (including without limitation Mirionxonhineu of Borrower). Np Except as otherwise provided In this Mortgage. secured by this Mortgage as it becomes due, and Borrower and Grentor eheii elii a? .nd Grantor's obligations under this Mortgage. AND MAINTENANCE OF THE PROPERTY. Borrower and Grentor agree that Borrower's and possession and use of the Property shall be governed by the following provisions: to Mina". Grantor shall maintain the Property in tenantable condition and 00mm" 3" '?garments. and maintenance necessary to preserve its value. airs. "9 mo. With Environmental Laws. represents and warrants to Lender that: (1) During the dad of Grantor's of the Property, there has been no use, generation, manufacture, storage, mom, disposal, release or threatened release of any Hazardous Substance by any person on, under, or from the Property: (2) Grantor has no knowledge of, or reason to believe that there has been, 2.9, a. previously disclosed to and acknowledged by Lender in writing. is) any breach or violation of '1 Environmental Laws. lb) any use. generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners oroccupal?ltl of the Property. 0r (0) any actual or threatened litigation or claims of any kind by any person "mil-lg to such matters: and (3) Except as previously disclosed to and acknowledged by Lender in i Wiring, Isl neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall i generate. manufacture. store, treat, dispose of or release any Hazardous Substance on, under, about i or from the Property: and lb) any such activity shall be conducted in compliance with all applicable Morel, state. and local laws, regulations and ordinances, including without limitation all Environmental um. Grantor authorizes Lender and Its agents to enter upon the Property to make such inspections and mm, at Grantor?s 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'a purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in Investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future I1 claim against Lender for indemnity or contribution In the event Grantor becomee liable for cleanup or other costs under any Ouch laws; and (2) agrees to Indemnity, defend, and hold harmless Lender against any 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, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's i ownership or interest in the PropOrtV. 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 shall survive the payment of the indebtedness and the satisfaction and reconveyance of the lien of this Mortgage ad shall not be affected by Lender'a acquisition of any interest in the Property, whether by foreclosure or arw se. Borrower shall pay to Lender strictly perform lltriserroe. Waste. Grantor shall not cause. conduct or permit any nuisance nor com any stripping of or waste on or to the Property or any portion of the Property. Weiity of the foregoing, Grantor will not remove, or grant to any other party the right to remove9 an timber. minerals (Including all and gas). coal, clay, ecorla, soil, gravel or rock products without Leno 'y pilot Written consent. This restriction will not apply to rights and easements (such as gas and oil) 7:02 by Grantcr and of . m. which Grantor has informed Lender In writing prior to Grantor a signing of this ?novel of Improvements . renter shall not demolieh or remove any improvements fr 322:; prior wkroittan consent. As a condition to the removal arrangements satisfactory to Lender to re la 'ml?immente of at least equal value. ca 8 at?? r:afc?thto Enter. Lender and Lender's agents and representatives may enter ofm'no Ie times to attend to Lender's interests and to Inspect the Real Pro mpllance with the terms and conditions of this Mortgage. With Governmental fl iramente Gra fau'mOn.' or effect, or a Real Property provamenta, Lender may uch Improvements with Dan the Real Preperty 90ml for purposes of comply all laws, ordinances of all governmental authorities ii orth :Lftzerty, Including without limitation, the Americans With Disaziil'lirg?ztfo handing angry Ieach law, ordinance, or regulation and withhold compliance during any .0 long a In manor appeals, so long as Grantor has notified Lender in writing prior to doing . er a sole opinion, Lender's interests In the Property are not jeopardized. Lender l-2006-004031 BOOK 0421 Pg 290 10/26/2003 11 03am Pg 0287-0293 momma . . a - Loan No. 61027 (Continued) suiie of orti'iitocr??am Cl? may require Grantor to post adequate security or a surety bond. reasonably satism e"?der protect Lender's interest. I ended the Property. Grantor sh which from the character and 001?! to Protect. Grantor agrees neither to abandon or leave unatt other acts. In addition to those acts set forth above in this section. Property are reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent state any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the co,"0f all a, of Real Property or any right, title or interest in the Real Property: Whether legal, beneficial or veyance whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land 8::Itablt; contract for deed, leasehold interest with a term greater than three (3) Years: lease'option contract, or assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real sale! any other method of conveyance of an interest in the Real PropertY- If Grant? is a cerpgrotb pannerShip or limited liability company, transfer also includes any Change in OwnerShip of moreatm". twenty-five percent of the voting stock, partnership interests or limited liability company intereSts the case may be, of such Grantor. However, this option shall no be exercised by Lender if such exams Prohibited by federal law or by Oklahoma law. 8 '3 TAXES AND LIENS. The following provisions relating to the Mortgage: Payment. Grantor shall pay when due (and in all eve special taxes, assessments, water charges and sewer service chart!es '9Vied 398mm 0' 0" Olthe Property, and shall pay when due all claims for work done on or for services rendered or material furnishea to the Property. Grantor shall maintain the Property free of any liens hBVinQ Priority OVBT 0r Baual to the interest of Lender under this Mortgage, except for the Existing Indebtedness referred to in this MortgageOr those liens specifically agreed to in writing by Lender, and except for the 0f taxes and due as further specified in the Right to Contest paragraph. nish to Lender satisfactory evidence of payment or 0 3 38 of the taxes and liens on the Property are part of mi 3 prior to delinquency) all taxes, payro" tans Evidence of Pa ment. Grantor shall upon demand fur the taxes assessments and shall authorize the appropriate governmental to deliver to Lenderat any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any workis commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic?s lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions Mortgage: Maintenance of Insurance. extended coverage endors elating to insuring the Property are a part of this Grantor shall procure and maintain policies of fire insurance with standard ements on a replacement basis for the full insurable value covering a . Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause. and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintailg comprehensive general liability insurance in such coverage amounts as Lender may request with Lenda?f being 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 Lender may require. Policies shall be written by such insurance companies and in such form as mail 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 minimun of fifteen (W 7 days' prior written notice to Lender and not containing any disclaimer of the insurer's ear ility for failureto give such notice. Each insurance policy also shall include an endorsement providing that coverage in 8" ?f Lender Will not be impaired in any wall by 80V act. omission or default of Grantor or any other the Real Pmpeny be located in a" 3?93 deSignated by the Director of the Federal Emergenlil Management 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 low my special hazard a'ear the ill" Unpaid Principal balance of the loan and any prior liens on the Prim".Y Securing the Up to the maximum policy limits set under the National Flood insurance Program' or Othemise reqUired by and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall notify Lender of any loss or damage to the Lender may make proof of loss If Grantor fails to do so within ?fteen (15) days of the casualty. hem? not Lender I3 Impaired. Lender may. at Lender's election, receive and retain the proce m; insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affectingati star "ji Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to 7? "2006-004 03 i=ee~ 110300,." 0421 pg: 291 damfpism P9 028743298 ontinu bod-A 0.00 N0 61 021 ad, Sate Odid?tirhomacw Clerk 5 age . m:er or replace the damaged or dag-OW In a gid r998" Lender shall upon satisfactory proof of such expenditure 8?Pier 3 I ?don . . pa - atisfacto 1? for the reasonable cost of repair or restoration if Grantor is notyi:rdreeflal:1?:aurse Grantor from tr: [100? Mats which have not been disbursed Within 180 days after their receipt under this Mortgage. estoration of the Preperty shall be used first to pend which Lender has not air or to tm a . this Mortgage, then to pay accrued interest, and the remainder, if an: iazllag?gsrogmg to Is to the Land? and ?93 of the Indebtedness. If Lender holds any proceeds after principal be! such shall be paid to Grantor as Grantor's interests may :aymem fu" 0* the ted'mSE' third arty and sums ppea" 'f a" or part of Proper? is damaged or desmwed a are us from that party or its insurer the hem due to judgment, settlement or other process, these sums shall be applied in the 5&3 a rawh' der this paragraph. ame insurance proceeds with Existing During the period in which any Existing Indebtedness described effect compliance with the insurance prowsmris contained inthe instrument evidencing such baron is in ebmdn'ess shall constitute compliance With the insurance prowsions under this Mortgage, to the . Ind me with the terms of this Mortgage would constitute a dUpiication of insurance requirement. ??mp '8 ayable on loss, the provismns in this Mortgage for division of ooeed from the insurance become y to that portion of the proceeds not payable to the holder of the Existing manna? ieXtU?t . iianv Pr Ms shall apply 0" indebtedness- 's Report on Insurance. Upo . I iumish to Lender a report on each eXIsting policy request of Lender, however not more than once a year, Grantor shall of insurance showing: (1) the name of the insurer; (2) - . ed, the then current re lacem . - - - 3 the amount of the policy. (4) the Property . I e? me "5k: '"uilifegr'openy( and the manner of determining that value; and (5) Ithe expirat'on date of the 3.30 grantor shall upon request of Lender, have an independent appraiser satisfactory to Lender I - determine the cash value replacement cost of the Property. imam ES. If an action or proceeding is commenced that would materially affect Lender's EXPENDITUR mply with any provision of this Mortgage or any Related l! - 15 to co . property or if Grantor ai I . ?Wta?s?izciuding but not limited to Grantor's failure to comply With any Obilgatlon t0 malntam ENSUQQ iDocurtned in good standing as required below, or to discharge or pay when due any amounts Grantor IS - or a under this Mortgage or any Related Documents. Lender on Grantor's behalf may take any action that Lender deems appropriate. including bu not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time leVied or ipiaoed on the Preperty and paying all costs for inSUI?lng, maintaining and preservmg the Property. All such axpenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the .date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, Will (A) be payable on demand; (8) be added to the balance of the Note and be apportioned among and be i, payable with any installment payments to become due during either (1) the term of any applicable insurance I policy: or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be i? in addition to all other rights and remedies to which Lender may be entitled Upon Default. lf Lender is required bylaw to give Grantor notice before or after Lender makes an expenditure, Grantor agrees that notice sent by ii regular mail at least five (5) days before the expenditure is made or notibe delivered two (2) days before the demanditure is made is suf?cient, and that notice within sixty (60) days after the expenditure is made is ii reasonable. :zAmm; DEFENSE OF The following provisions relating to ownership of the Property are a part of i8 Mortgage: . a 1i Grantor warrants that: Grantor holds good andmarketable title of record to the Property in fee s'"ilile. free and clear of all liens and encumbrances other than those set ferth in the Real Property description or in the Existing indebtedness section below or Iinany title insurance policy, title report, or ?nal title opinion issued in favor of and accepted by Lender in connection with this Mo . rt 3' has the full right, power, and authority to execute and deliver this Mortgage to Lendegag and Grantor Defemo of Title. Subject to the exception in the paragraph'above, Grantor Warrants and defend the title to the Property against the lawful claims of all persons. in the event Will forever proceeding is commenced that questions Grantor's title or the interest of Lender under trim, Elation or Grantor shall defend the action at Grantor's expense. Grantor may be the nominal ls M?rtga99' proceeding, but Lender shall be entitled to participate in the proceeding and to be reprezany In. such :LKBeding by counsel of Lender's own choice, and Grantor will deliver, or. cause to be deliverggtid in the instruments as Lender may request from time to time to permit such participation. ender 231? Laws. Grantor warrants that the Property and Grantor's-use of the PrOperty com I. al existing applicable laws, ordinances, and regulatiOns'of governmental authorities. '68 ?55. ?m of ROlil'esentations and Warranties. All, representations, Warranties, and agreements made by 0L7 i 1 Loan No: 61027 EXISTING INDEBTEDNESS. The following provisions co I-2006-004031 Book 0421 Pg: 292 10/26/2006 11:03 am Pg 0287-0293 Fee: 35.00 000' 0 00 Carrie Phil ott - Adair Coun Stage of Oklahoma CIerk MORTGAGE (Continued) elivery of this Mortgage. shail hem ower?s Indebtedness shall be p'rriigin ?so. Grantor in this Mortgage shall survive the execution and nature, and shall remain in full force and effect until such time as 30" full. ncerning Existing Indebtedness are a pan of this Mor"gage: Existing The lien of this Mortgage securing the Indebtedness may be secondary and inform? eXisting lien. Grantor expressly covenants and agrees to pay, or see to the payment of, the his. indebtedness, any default under the instrumtl CONDEMNATION. The following provisions relating to condemnation SECURITY AG security agreement are a IMPOSITION OF TAXES, FEES AND relating to governmental taxes, fees an Indebtedness and to prevent any default on suc evrdencmg such indebtedness, or any default under any 5 No Modi?cation. Grantor shall not enter into any agree . trust, or other security agreement which has priority this Mortgage by wh'Ch that agreementi? modified, amended, extended, or renewed without the prior written consent 0f Lender. Grantor neither request nor accept any future advances under any such security agreement wrthout the prim written consent of Lender. ecurity documents for such indebtedness. ment with the holder of any mortgage, deed I proceedings are a part of this Mortgage. 5 filed, Grantor shall notify Lender in writing ay be necessary to defend the action and obtain 31" but Lender shall be entitled to participate in nsel of its own choice, and Grantor will documentation as may be requested by Proceedings. If any proceeding in condemnation i and Grantor shall take such steps as award. Grantor may be the nominal party in such proceeding, the proceeding and to be represented in the proceeding by COU deliver or cause to be delivered to Lender such instruments and Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part proceedings or by any proceeding or purchase in lieu 0 that all or any portion of the net proceeds of the awar restoration of the Property. The net proceeds of the award shal reasonable costs, expenses, and attorneys' fees incurred by Lender HARGES BY GOVERNMENTAL A charges are a part of this Mortgage: of the Property is condemned by eminent domain condemnation, Fees and Charges. Upon request by Lender, take whatever other action is reque Grantor shall reimburse Lender for all taxes, as described below, perfecting or continuing this Mortgage, including without for recording or registering this Mortgage. Current Taxes. addition to this Mortgage an Lender's lien on the Real Property. together with all expenses incurred in recording, limitation all taxes, fees, documentary stamps, and other charges Taxes. The following shall constitute taxes to whi of Mortgage or upon all or any part of the Indebtedness secured by Borrower which Borrower is authorized or required to deduct from payments on the inde (3) a tax on this type of Mortgage btedness secured Lender may at its election requim: . be applied to the Indebtedness or the repair? _7 I mean the award after payment of in connection with the condemnation. UTHORITIES. The following provisions? I Grantor shall execute such documents in. sted by Lender to perfect and continuq- ch this section applies: (1) a specific tax upon this type his Mortgage; (2) a speci?c tax on hargeable against the Lender or the holder . by this type of Mortgage; pecific tax on all or any portion of the Indebtedness or on payments of principd of the Note; and (4) a and interest made by Borrower. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date 0f Mortgage, this event 3 of its available remedies for an Event of Default as provided below unless Grantor either before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Lie and deposits with Lender cash or a sufficient corporate surety bond or other security satis Lender. part of this Mortgage: Security Agreement. This instrument shall constitute a Security A greement to the extent property constitutes ?xtures, and Lender shall have all of the rights of a secured art under Commercial Code as amended from time to time. Security Interest. Upon request by Lender. Grantor shal - - - perfect and continue Lender's security interest in the Bengal: :gitgvaelrpagtigg IS rlequgjted this Mortgage in the real pmpeny records' Lemar may. at any time and wit: vf the mo Grantor, file executed counterparts. copies or reproductions of this Mort aOut urt er autho Grantor :hal" for 8" ?pens? incurred in Perfecting or ciniiemfiftgatft'igacinugriw i? on de au t. 3 remove, sever ut- dgfault, Grantor shall assemble any Personal $351033, from he reasonably convenlent to Grantor and Lender and make it available to ii; davs a any he Unilol? by Lander. ?3 to record' rizatlon fr statem a r17? if _i REEMENT: FINANCING STATEMENTS. The following provisions relating to this Mortgage of hell have the same effect as an Event of Default, and Lender may exercise any or (1) pays the ns 5th 1 factorV I-2006-004031 Book 0421 Pg: 293 10060006 11:03 am Pg 0287-0298 MORTGAGE F993 $35.00 Doc: $0.00 . . . ?g no: 51027 (Continued) a Pgielptg?d Clerk Page 7 Wen demand from Lender to the extent permitted by applicable law. M. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information the ?Fun? ?new? Wanted by this Mortgage may be obtained (each as required by the Commercial Code) are as stated on the ?rst page of this Mortgage. ASSURANCE: ATTORNEY-IMPACT. The follow' - - ces and ?ime are a part of this Mortgage: Ing prowsions relating to further assuran At_any time. and from time to time, upon request of Lender, Grantor will make, We and deliver. or Will cause to be made. executed or delivered, to Lender or to Lender's designeer when requested by Lender. cause to be ?led, recorded, re?ied, or rerecorded, as the case may be: 3" . times and In Of?ces and places as Lender may deem appropriate, any and all such mortgages. deeds of trust. secumv ?eds: agreements. ?nancing statements, continuation statements, instruments of further assurance. certificates. and other documents as may, in the sole opinion of Lender, be necessary . of desirable in order to effectuate, complete, perfect, continue, or preserve (1) Borrower's and Grantor's obligations under the l-\iote, this Mortgage. and the Related Documents, and (2) the liens and security . interests Clea?? hi! this Mortgage 0" the Property. whether now owned or hereafter acquired by Glamor- Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. AW-in-Fact. If Grantor 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 purposes, Grantor hereby irrevocany appomts Lender as Grantor's attorney-in-fact for the purpose of making, executing, delivering. ?ring, recording, and dorng all other things as may be necessary or desirable, in Lender's sole opinion, to awomplish the matters referred to in the preceding paragraph. FEHFORMANQE. _lf Borrower and Grantor pay all the Indebtedness when due, and Grantor otherwise l,gforms all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to 5mm a surtable satisfaction of this Mortgage and suitable statements of termination of any financing statement on ?le evrdencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. ?aws 0F DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: I Payment Default. Borrower fails to make any payment when due under the indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower or Grantor. Condemnation, Casualty. The taking by rights of eminent domain of all or any portion of the Property or the damage or destruction by an uninsured casualty of the Property. Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property 0r Borrower's ability to repay the indebtedness or Borrower's or Grantor?s ability to perform their respective obligations under this Mortgage or any related document. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Coileteraiization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any mel'nber withdraws from the limited liability company, or any other termination'of Borrower's or Grantor?s existence as a going business or the death of any member, the insolvency of Borrower or Grantor, the of a receiver for any part of Borrower's or Grantor's Properth 3W ass'gnment the bene?t 0* creditors, any type of creditor workout. or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. fk?) 4/ l-2006-004031 Book 0421 iru 394 10/26f2006 11 03 am Pg 02m (mm MORTGAGE Fee 5 35 00 Doc 5 00 RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender's option, addition to any other rights or remedies provided by law: i rn . . Loan No: 6102'] (continued) . I. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, Wm" her method. by any creditor of Borrower 9, Gun?" by judicial proceeding, self-help. repossession any governmental agency against any propeffv the "mob" nau' "mud" tlarniu- of any of Borrower's or Grantor's accounts. including deposn accounta' With 30nd?. How"": this of Default shall not apply if there is a good faith bV Bor'ow?? 0' "mm 3' 1? my]un reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and If Bone "i re proceeding and dopom. with Lulu, Grantor gives Lender written notice of the creditor or forfeltu i "a monies or a surety bond for the creditor or forfeiture proceeding: 3" amount "m Md under. Inn" sole discretion, as being an adequate reserve or bond for the dispum- Existing indebtedness. The payment of any installment of principal or any interest on m. Em? Indebtedness is not made within the time required by the promissory ?0?0 {Ur-?1 i"debisdneu nu a default occurs under the instrument securing such indebtedness and is not cured irino any annual? grace period in such instrument, or any suit or other action is commenced to foreclose any existing ?on on the Property. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other Winn-mm edied within any grace period provided {Mn between Borrower or Grantor and Lender that is not rem b" I including without limitation any agreement concerning 3?"0Wero, Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endow dness or any guarantor, endorssr, mm . surety, or accommodation party of any of the lndebte Id accommodation party dies or becomes incompetent, or revokes or disputes the val ity . or liability on?.r at its option. may, but shall no?; any Guaranty of the Indebtedness. in the event of a death. Lender. required to, permit the guarantor's estate to assume unconditionally the obligations arising unde, m. guaranty in a manner satisfactory to Lender, and, in doing so, cure anV Event 0f Defau't- Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender bsiisvesm. prospect of payment or performance of the indebtedness is impaired. insecurity. Lender in good faith believes itself insecure. efault in payment is curable and if Grantor has not been given. a his Mortgage within the preceding twelve (12) months. it may be cured if Grantor, after receiving written notice from Lender demanding cure of such default: (1) cm. the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, Immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliancea soon as reasonably practical. Right to Cure. if any default, other than a notice of a breach of the same provision of may exercise any one or more of the following rights and remedies. in a i Accelerate indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay. UCC Rama lies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rants. Lender shall have the right. without notice to Borrower or Grantor, to take possession oi till Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, are and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require aili tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Remit;- are collected by Lender, than Grantor irrevocably designates Lender as Grantor's attorney-ln-fact to endow? instruments received in payment thereof in the name of Grantor and to negotiate the same and collectl a proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfyt obligations for which the payments are made, whether or not any preper grounds for the demand existed Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. 2% '15 Appoint Receiver. in any action by Lender for the foreclosure of this Mort a a, whether by it? gareclosttire or primeri of sale, Lender shall be entitled to the appointment of a regcegver upon any failure rantor comp any term, obligation, covenant, or con No or any Related Documents. dmon contained In Mong'go' the 7 - Judicial Foreclosure. Lender . the Property. Obta'" a iUd'GiEll decree 1?0700'08'09 Grantor 3 interest in all or any Pa? 7 Power of Saia.i1) Lander, as an alternative remedy, may elect to foreclose by power of sale, and Grant' '3 1Book0421sz295 I. 10062006 11:03 am Pg 0287-0298 GAGE Fee: .53590 53:: yum} Manama? pages 61027 . to sell ender's attorney, the power la) or forever, and (bl to was 's heirs or assigns, thePropertytoapurchaserandthe vacuums I'd?me - - rights and the of all persons who which Grantor has given Hind:r lieu 8 ?("unless Grantor (2) ?ed. and may, at the option of Lender. be I ans milled by law for acceleration and foreclosure by judicial process. The power of so a mews accordance with uplicdale Oklahoma law with respect to notice to Grantor and other pets 6 be sold by Lender at public sale an the Note and any other lares all sums secured by under the power of sale. before Lender. after an Event of . his of any maturity date specified in the Note or In t- fsale. which notice ender must give Grantor written notice of intention to foreclose by power 0 - drainer how Grantor has fa'led to perform under this Mortgage and what Grantor must do to cure the Grantor will have the right for thirty-?ve (35) days from the date notice IS sent, or for any pmwded by law' t? the failure by paying money or otherwise providing the performance the number of times specified by statute . Unless Glamor has been in default more than entitled immediately to accelerate the sums due within the previous two (2) years, in which case Lender is red by this Mortgage and to proceed with the power of sale. and lb) Lender is not requide ?0 Send a notice of intention of foreclosure with any right to cure. If Grantor cures the default or i ormance and a promise to complete performance later, Lender may not require immediate in full by acceleration. Grantor understands cure of a default or Lender's acceptance of partial cure and 8 to complete performance later does not affect or compromise Lender's rights if there is a default If Lend? 30 requests. Grantor agrees to sign and return a form stating when Grantor noelVed the "Nice 5906759? in this Paragraph. (bl whether the Property is homestead property, and if 50. WW Wi" elect judicial foreclosure or elect against a deficiency. Grantor understands that Grail"or bl? need not: waive a right to cure in any such receipt form if requested by Lender.(5) In my effort to the amounts secured by this Mortgage, whether or not involving foreclosure and sale by power of sale. Lender will have the right to collect all costs allowed by law, and Grantor agrees to pay tothe extent permitted by law Lender's legal expenses. .Judgment. If permitted by applicable law, Lender may obtain a fana'ning In the Indebtedness due to Lender after application of all amounts the rights provided in this section. I . Lender, at Lender's option, may waive or not waive appraisement of the Property at the time judgment Is rendered In any judicial foreclosure of the Property or at any time prior to such foreclosure. outer Batteries. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. sac of the Property. To the extent permitted by applicable law Borrower and Gra . . ntor hereb war and all to have the Property marshalled. ln exercising its rights and remedies, Lender t: the 2289:: permitted by applicable law, shall be free to sell all or any part of the Property together or, separately in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time . and place of an :fersonal Property or of the time after which any private sale or other intended dispos'ilott ginseng: the thSporty Is to be made. Reasonable notice shall mean notice given at least ten (10) days before th i one? sale or Any sale of the Personal Property may be made in coniun?ction with thy edict glad? 3 Real Property. MW 0? Remedies. Election by Lender to pursue an remed shal ?eatnand an election to make expenditures or to takeyaction t: Other exercise ifsasrge. :(fiter Grantor a failure tp perform, shall not affect Lam's ?ght to declare 8 def lunder the ?ghts anzm res. Nothing under this Mortgage or otherwise shall be construed so as to limit of? and ?Brights and games available to Lender following an Event of Default or in any-way to ?mit or restrict ?maker. Quaradtlg 031:3: if to groom directly 898m? Grantor and/or Borrower and")? against apex? Who the IndEbtetlness. en mar and/or to proceed again? ?her Collateral directly or indirectly A a . Mortgage, Lm?r shpal'lnzr?n?lialaendar '"smutes any or action to enforce any of the terms of this at HM and upon an Ito recover such sum as the court may adjudge reasonable as moms s. prohibited by law a" . Whether or not any court action is involved. and to the extent lot the protecting of expensesmLender incurs that, in' Lender's opinion are necessary at an - Its Interest or. the enforcement of its rights shall become a part of the Indebtetlng?s: judgment for any de?ciency received from the exercise of giant-.8333! issg?a??igigtgua ill-Ila .g?gu?n?tigsg?s?: Eg?utgnug?uuisilae Eggitg?i 9.8.3 3 >5 .6 a 83.3.30 In.? .5 Sign: giguaggilagg?lgg .ugag??gziagbigzglu?ih igis??utbilu?glt?rnm?u?u .mlia?oulnihsgatiaz -gsgilii?ni?a .itiol .M .g??gs??g??gghg?g?g? atruzmll?nuEEBg-uEEMm?iuumiagi gal?5% Ilg?iigig?gg It! It .I. 3 .5915 .llim?lnlul??sg irai?u??gii?? Mk l-scoe-corcsl look 0421 :97 1012912000 nos-m Pg 02330299 MORTGACI '00 I taco Doc coo .1 (Continued) cm. "filli?ilaill?lil??w cm Page 11 hat it becomes legal. valid and Unfomb'h if ?19 Omfidli?l? provision cannot be so modified. mom .0 and deleted from this Mortgage. um gull be coneld otherwise re ulna mvwm, or of any provision of this Mortgage shall not :ffeot tsilty; WNW of any other provision of this Mortgage. I fthe interest or estate or N. there shall be no merger 0 as by this Mortgage with an a in m. at any time held by or for the benefit of Lender In any 0009.?? Of limitations stated I and 3051'? ?9 this Mortgage on transfer of Grento shall be binding upon and inure to the benefit of the parties, their successors sh; imam?: mm. if ownership of the Pragertv becomes vested in a person other than Grantor, Lender, without to Grantor. may deal with Grentor a successors with reference to this Mortgage and the by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness. me is of the Essence. Time is of the essence in the performmc. of Menu?. of Homestead Exemption. Grentor hereby releases and waives all rights and benefits of the homestead exemption 'lW' 0? 3?0? 0* Ok'amml 3' to all indebtedness secured by this Mortgage. ,mmONs. The following capitalized words and terms shall have the following meanings when used in this less specifically stated to the contrary, all references to dollar amounts shall mean amounts in 1 age. Un rm money of the United States of America. Words and terms used in the singular shall include the plural, nd the plural shall include the singular, as the context may require. Words and terms not do?nod attributed to such terms In the Uniform Commercial Code. 'ill Mortgage shall have the meanings Drummond, Sharon Worsham, Don Mlliioan and David The word 'Borrower' means Gentne makers signing the Note and all their successors and borrower. and includes all co-slgners and co- C. Worsham assigns. Default. The word 'Default' means the Default set forth in this Mortgage in the section titled 'DafauIt'. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment. including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1990, as amended, 42 U.S.C. Section 9601, at seq. the Superfund Amendments and Reauthorizatlon Act of 1996, Pub. L. No. 99-499 the Hazardous Materials Transportation Act, 49 U.S.C. section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 9901, 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 of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Existing indebtedness. The words ?Existing indebtedness? mean the indebtedness described In the Existing Llena provision of this Mortgage. Grantor. The 'word 'Grantor" means Refuge Ranch, LLC. ?Guaranty? means the guaranty from guarantor, endorser, surety, or accommodation ithout limitation a guaranty of all or part of the Note. ?Hazardous Substancesj". mean materials that, because of their quantity, concentration or physical, chemical or Infectious or pose a presgnt or potential hazard to human health or the environment when improperly used, treated, stored disposed of generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used In their very broadest sense and include without limitation any and all. hazardous or toxic ?b.1300 . materials or waste as defined by or listed under the Environmental Laws. The term "Hazardo. Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction the?: and asbestos. 'mP'WOm?m The word 'lm - - provements means all existing and future lm mobile homes affixed on the Real Pro a 1? Movement" acii construction on the Real Property. W. W985, replacements slid other Indebtedness The word 'lndebtedn I . - ass means all principal, inter and-other. am payable under the Note or Related Documents. together. with .?all'r?snewals (gungta?gm an? expondodos: mmlfatmsdof and substitutions .forthehote or Related Document. a'nd any amgugt; on or to discharge Grantor's obii atl'on 4 I - enforce Grantor's obli I ?pom? Lander to w? Mortgage. gatione under this Mortgage, together withginteroedt on Ouch amounts,? {n L"'dne The word Lender meansONB Bank and Trust Company, its successors and "assigns. Guaranty. The word party to Lender, Including Hazardous Substances. The words .. . ??uent: vultum 3/ woos-004031 Book 0421 pg. 298 006 11:03 am Pg 0287-0293 Egg/2 00 Doc. 0 00 Came assassinate C'er (Continued) Pm 12 or and Lender. Note. The word "Note" means the promissory note dated OctoberhIZ." 2:23;;st Original amount of $252,618.00 from Borrower to Lender, togefhef t?e promissory n?teegtensiona of modifications of, refinancings of, consolidations of, and substitution; gmmon: THE NOTE croagreemeni The maturity date of this Mortgage is October 12, 2007. NOTICE VARIABLE INTEREST RATE. . equipment, fixtures. and other am Personal Property. The words "Personal Property. mean a" or hereafter attached or affixed to 38of now Personal property now or hereafter owned by Grantor. Ian acements of, and a" substi Rea Property: together with all accessions, parts, and additions to. 8? rep] tut?,such property; and together with all proceeds (including Withm?t l'm'tat'on 3" '"Surance mace: and refunds 01? Premiums) from any sale or other disposition of the PropertY- "Property" means collectively the Real Property and the Personal Property. interests and rights, as further desmibm Loan No: 61017 MOHQGQO- The Word "Mortgage" means this Mortgage between Gran Property. The word Real Property. The words "Real Property? mean the real property, in this Mortgage. . credit Related Documents. The words "Related Documents mean all promissory 00193 agreements . - mort es, agreements. environmental agreements. guaranties. security agreemz?g and security deeds, collateral mortgages. and a" other '"3trumems' agree "new or hereafter existing, executed in connection with the Indebtedness. Rants. The word "Rents" means all present and future rentS. revenues. income: issues: royalties, pro?ts, and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE. AND AGREES TO ITS TERMS. GRANTOR: REFUGE RANCH. LLC . I By: Manager of Refuge ?nch, LLC avid C. Worshem, LIMITED LIABILITY COMPANY ACKNOWLEDGMENT QSA 374420 g. . . . . . PUBLIC x6 ?91 Before me. the Uhdersigned: 8 N0 8W Public in and for the above County an? mm}? (9 Ref? ?day;h of {?j?ibej?T? . 20 Q?z. personally appeared David 0. W0 0 9; en . LLC. a member or designated agent of Refuge Ranch, to me known to be rdentrcai?iriier;craggy??I executed the Mortgage on behalf of the limited liability company and acknowledged that DO - am. Manager of Refuge Ranch. LLC executed the same Mortgage as his or her If? voluntary ac?r and deed, and as the free and . . . . .. uses and purposes set forth in the Mortng. VOIUntary act and deed of said limited liability companv. f0 I Signed the [.44 Notary Public? My Commission Expires: (17? 0/ STATE OF ss COUNTY OF