Tulsa Habitat for Humanity, Inc. d/b/a Green Country Habitat for Humanity v. Jacqueline Shores

IN THE DISTRICT COURT IN AND FOR TULSA COUNTY STATE OF OKLAHOMA TULSA HABITAT FOR HUMANITY, INC. D/B/A GREEN COUNTRY HABITAT FOR HUMANITY; Plaintiff, vs. JACQUELINE SHORES; SPOUSE OF JACQUELINE SHORES, IF MARRIED; OCCUPANTS OF THE PREMISES; CAP TULSA; THE AFFORDABLE HOUSING TRUST FUND; FEDERAL HOME LOAN BANK OF TOPEKA A/K/A FHLBANK TOPEKA; Defendants. PETITION FOR FORECLOSURE OF MORTGAGE FIRST CAUSE OF ACTION COMES NOW the Plaintiff and for its first cause of action against the Defendants, alleges and states: 1. Plaintiff is the holder of a note and mortgage secured by real property located within this County in the State of Oklahoma. 2. This court has both jurisdiction and venue for this cause of action. 3. On or about April 19, 2024, the Defendant, Jacqueline Shores, for good and valuable consideration, made, executed and delivered to Maplemark Bank, a certain promissory note, in writing, promising and agreeing to pay to the holder thereof, the sum of $169,260.00 THIS FORECLOSURE ACTION UPON COMPLETION IS NOT TO BE CONSTRUED AS A TITLE GUARANTEE OR FOR PURPOSES OF TITLE INSURANCE. KRF File #48781/SRF with interest thereon at the rate of 4% per annum on the unpaid balance, payable in monthly installments of $808.06, to be applied first to the interest on the unpaid balance and the remainder to the principal until said debt is paid in full. A copy of said Note is attached hereto, marked Exhibit "A" and made a part hereof, as if incorporated herein in full. 4. That as part and parcel of the same transaction, and for the purpose of securing the payment of the aforesaid promissory note and all of the indebtedness evidenced thereby, the maker of said note, being then and there the owner of the fee simple title of record of the property hereinafter described, made executed and delivered to Maplemark Bank, a real estate purchase money mortgage, encumbering the following real property, to-wit: Lot Fourteen (14), Block One (1), BUENA VIDA ADDITION in the City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded Plat thereof, commonly known as 8795 East 3rd Street South, Tulsa, OK 74112 (the "Property") That said purchase money mortgage was duly executed and acknowledged, according to law, and was duly recorded in the Office of the County Clerk of said County, State of Oklahoma, recorded on April 23, 2024, Document No. 2024030173. Said mortgage is a good and valid first lien upon the property above described. A copy of said mortgage is attached hereto, marked Exhibit "B" and made a part hereof, as if incorporated herein in full. The mortgage tax due on said mortgage, as provided by the laws of the State of Oklahoma, has been duly paid, as evidenced by the endorsement thereon. 5. That the Plaintiff has the right to foreclose and is the present holder of said Note and Mortgage having received due assignment of mortgage through mesne assignments of record, said assignment of mortgage recorded in the office of the County Clerk of said County as Document No. 2025040346. A copy of said assignment of mortgage is attached hereto, marked Exhibit "C" and incorporated herein by reference. 6. That said mortgage provides that, in addition to the monthly payments of principal and interest as provided in said Note, the Mortgagor will pay on the first day of each month, installments of taxes, special assessments, insurance premiums, fire and other hazardous insurance premiums relating to said property and said Mortgage. 7. By the terms and conditions of said Note and Mortgage now held by the Plaintiff, it is specifically provided that in the event of default in the payments of any installment due under said Note and Mortgage, the entire amount outstanding, less unearned interest, shall at once become due and payable at the option of the Note holder. 8. Plaintiff further states that said payment was due, according to the terms of said Note on August 19, 2024, which said payment has not been made; the subsequent payments due on said note have not been paid, and Plaintiff, as the holder of said note, has elected to declare the entire balance due and payable; there is now due on said Note and Mortgage the principal sum of $168,525.98 with accrued interest thereon, plus interest accruing at the rate of 4% per annum from July 19, 2024, until paid, as provided for in said Note and Mortgage. Plaintiff has demanded the payment of the same but the Defendant failed, refused and neglected to pay such amounts due. 9. Plaintiff further states that by reason of the default of said Defendant, the conditions of said Note and Mortgage have been broken; that the whole amount of the indebtedness thereby secured has matured and is now due and payable, together with interest thereon. By reason of the default aforesaid, Plaintiff has been required to pay abstracting charges and will be required to pay other title search expenses during the pendency of this action, and Plaintiff as provided in the Note and Mortgage, is entitled to reimbursement for these costs, the costs of preservation, and the costs of this suit and of collection including a reasonable attorney's fee. 10. Plaintiff has complied with all provisions of the mortgage including provisions relating to notice of default and is thus entitled to foreclosure of its mortgage and to a decree of this Court that its mortgage lien is a first and prior lien thereon and that the same should be sold to satisfy the indebtedness due Plaintiff herein. 11. That after allowing all just credits, there is due to Plaintiff on said Note and Mortgage the sum of $168,525.98, with accrued interest thereon, plus interest accruing at the rate of 4% per annum from July 19, 2024, until paid; abstracting expense, accrued and accruing; insurance and preservation expenses accrued and accruing, bankruptcy fees and costs, if any; a reasonable attorney's fee provided for in said Note and Mortgage, and Plaintiff's costs; and all necessary funds advanced by Plaintiff accrued and accruing hereafter through completion of this action, for which said amounts said Mortgage is a first, prior and superior lien upon the real estate and premises above described. SECOND CAUSE OF ACTION COMES NOW, the Plaintiff and for its second cause of action first re-alleges and restates its first cause of action for further action alleges and states: 12. On or about April 19, 2024, the Defendant, Jacqueline Shores, for good and valuable consideration, made, executed and delivered to Tulsa Habitat for Humanity, Inc., a certain promissory note, in writing, promising and agreeing to pay to the holder thereof, the sum of $10,000.00 with interest thereon at the rate of 0% per annum on the unpaid balance. A copy of said Note is attached hereto, marked Exhibit "D" and made a part hereof, as if incorporated herein in full. 13. That as part and parcel of the same transaction, and for the purpose of securing the payment of the aforesaid promissory note and all of the indebtedness evidenced thereby, the maker of said note, being then and there the owner of the fee simple title of record of the property hereinafter described, made executed and delivered to Tulsa Habitat for Humanity, Inc., a real estate mortgage, encumbering the following real property, to-wit: Lot Fourteen (14), Block One (1), BUENA VIDA ADDITION in the City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded Plat thereof, commonly known as 8795 East 3rd Street South, Tulsa, OK 74112 (the "Property") That said mortgage was duly executed and acknowledged, according to law, and was duly recorded in the Office of the County Clerk of said County, State of Oklahoma, recorded on April 23, 2024, Document No. 2024030174. Said mortgage is a good and valid second lien upon the property above described. A copy of said second mortgage is attached hereto, marked Exhibit "E" and made a part hereof, as if incorporated herein in full. The mortgage tax due on said mortgage, as provided by the laws of the State of Oklahoma, has been duly paid, as evidenced by the endorsement thereon. 14. That said mortgage provides that, in addition to the monthly payments of principal and interest as provided in said Note, the Mortgagor will pay on the first day of each month, installments of taxes, special assessments, insurance premiums, fire and other hazardous insurance premiums relating to said property and said Mortgage. 15. By the terms and conditions of said Note and Mortgage now held by the Plaintiff, it is specifically provided that in the event of default in the payments of any installment due under said Note and Mortgage, the entire amount outstanding, less unearned interest, shall at once become due and payable at the option of the Note holder. 16. Plaintiff further states that said payment was due, according to the terms of said Note on August 19, 2024, which said payment has not been made; the subsequent payments due on said note have not been paid, and Plaintiff, as the holder of said note, has elected to declare the entire balance due and payable; there is now due on said Note and Mortgage the principal sum of $34,040.12, plus interest accruing at the rate of 0% per annum from July 19, 2024, until paid, as provided for in said Note and Mortgage. Plaintiff has demanded the payment of the same but the Defendant failed, refused and neglected to pay such amounts due. 17. Plaintiff further states that by reason of the default of said Defendant, the conditions of said Note and Mortgage have been broken; that the whole amount of the indebtedness thereby secured has matured and is now due and payable, together with interest thereon. By reason of the default aforesaid, Plaintiff has been required to pay abstracting charges and will be required to pay other title search expenses during the pendency of this action, and Plaintiff as provided in the Note and Mortgage, is entitled to reimbursement for these costs, the costs of preservation, and the costs of this suit and of collection including a reasonable attorney's fee. 18. Plaintiff has complied with all provisions of the mortgage including provisions relating to notice of default and is thus entitled to foreclosure of its mortgage and to a decree of this Court that its mortgage lien is a first and prior lien thereon and that the same should be sold to satisfy the indebtedness due Plaintiff herein. 19. That after allowing all just credits, there is due to Plaintiff on said Note and Mortgage the sum of $34,040.12, plus interest accruing at the rate of 0% per annum from July 19, 2024, until paid; abstracting expense, accrued and accruing; insurance and preservation expenses accrued and accruing, bankruptcy fees and costs, if any; a reasonable attorney's fee provided for in said Note and Mortgage, and Plaintiff's costs; and all necessary funds advanced by Plaintiff accrued and accruing hereafter through completion of this action, for which said amounts said Mortgage is a first, prior and superior lien upon the real estate and premises above described. 20. That the Defendant, Spouse of Jacqueline Shores, if married, may claim some right, title, lien, estate, encumbrance, claim, assessment, or interest in and to the real property involved herein. Plaintiff states, however, that any right, title, or interest claimed by said Defendant, Spouse of Jacqueline Shores, if married, is subordinate and inferior to the mortgage lien claimed by the Plaintiff, and this Plaintiff prays to the Court that the said Defendant, Spouse of Jacqueline Shores, if married, be summoned in this case and be required to set up in this suit any right, title or interest claimed in and to the lands involved in this action or be forever barred from claiming any right in and to the said real estate. 21. That the Defendant, Occupants of the Premises, may claim some right, title, lien, estate, encumbrance, claim, assessment, or interest in and to the real property involved herein, for and on account of tenancy. Plaintiff states, however, that any right, title, or interest claimed by said Defendant, Occupants of the Premises, is subordinate and inferior to the mortgage lien claimed by the Plaintiff, and this Plaintiff prays to the Court that the said Defendant, Occupants of the Premises, be summoned in this case and be required to set up in this suit any right, title or interest claimed in and to the lands involved in this action or be forever barred from claiming any right in and to the said real estate. 22. That the Defendant, CAP Tulsa, may claim some right, title, lien, estate, encumbrance, claim, assessment, or interest in and to the real property involved herein, for and on account of a mortgage. Plaintiff states, however, that any right, title, or interest claimed by said Defendant, CAP Tulsa, is subordinate and inferior to the mortgage lien claimed by the Plaintiff, and this Plaintiff prays to the Court that the said Defendant, CAP Tulsa, be summoned in this case and be required to set up in this suit any right, title or interest claimed in and to the lands involved in this action or be forever barred from claiming any right in and to the said real estate. A copy of said mortgage is attached hereto, marked Exhibit "F", and incorporated herein by reference. 23. That the Defendant, The Affordable Housing Trust Fund, may claim some right, title, lien, estate, encumbrance, claim, assessment, or interest in and to the real property involved herein, for and on account of a mortgage. Plaintiff states, however, that any right, title, or interest claimed by said Defendant, The Affordable Housing Trust Fund, is subordinate and inferior to the mortgage lien claimed by the Plaintiff, and this Plaintiff prays to the Court that the said Defendant, The Affordable Housing Trust Fund, be summoned in this case and be required to set up in this suit any right, title or interest claimed in and to the lands involved in this action or be forever barred from claiming any right in and to the said real estate. A copy of said mortgage is attached hereto, marked Exhibit "G", and incorporated herein by reference. 24. That the Defendant, Federal Home Loan Bank of Topeka a/k/a FHLBank Topeka, may claim some right, title, lien, estate, encumbrance, claim, assessment, or interest in and to the real property involved herein, for and on account of a mortgage. Plaintiff states, however, that any right, title, or interest claimed by said Defendant, Federal Home Loan Bank of Topeka a/k/a FHLBank Topeka, is subordinate and inferior to the mortgage lien claimed by the Plaintiff, and this Plaintiff prays to the Court that the said Defendant, Federal Home Loan Bank of Topeka a/k/a FHLBank Topeka, be summoned in this case and be required to set up in this suit any right, title or interest claimed in and to the lands involved in this action or be forever barred from claiming any right in and to the said real estate. A copy of said mortgage is attached hereto, marked Exhibit "H", and incorporated herein by reference. 25. This is an attempt to collect a debt and any information obtained will be used for that purpose. The creditor signed has employed the below law firm to collect the amount of debt, together with any other costs and expenses allowed under the note and real estate mortgage. Prior to the filing of this action and in compliance with the Fair Debt Collection Practices Act the Plaintiff's attorney has mailed Debt Verification Notices to the last known addresses of the debtor. WHEREFORE, premises considered, Plaintiff prays that it have judgment, in personam and in rem, of and from the Defendant, Jacqueline Shores, in the amount of $168,525.98 with accrued interest thereon, plus interest accruing at the rate of 4% per annum from July 19, 2024 and in the amount of $34,040.12, plus interest accruing at the rate of 0% per annum from July 19, 2024, until paid, abstracting expense, accrued and accruing; insurance and preservation expenses accrued and accruing; bankruptcy fees and costs, if any; a reasonable attorney's fee provided for in said Notes and Mortgages, and Plaintiff's costs; and all necessary funds advanced by Plaintiff accrued and accruing hereafter through completion of this action. And a further judgment against all of the Defendants, adjudging; That said mortgages be foreclosed and that the same be declared a valid first and second and prior liens upon the real estate and premises above described, for and in the amount set forth, and order the said real estate and premises sold, with or without appraisement, as the Plaintiff shall elect at the time judgment is rendered herein; and as provided in said Mortgages, and by law, subject to unpaid taxes, if any, to satisfy said judgment and the proceeds therefrom applied to the payment of the costs herein and payment and satisfaction of the judgment, mortgages and liens of this Plaintiff, and that the surplus, if any, be paid into Court, to abide the further order of the Court; That all of said Defendants be required to appear and set forth any right, title, claim or interest which they have or may have in and to said real estate and premises, which they, in any way claim, is prior or superior to the mortgage and lien of this Plaintiff; That the Court adjudicate that all of said claims are subject, junior and inferior to the mortgages, liens and judgment of this Plaintiff; and that upon confirmation of said sale, the Defendants herein and each of them, and all persons claiming by, through or under them, since the commencement of this action, be forever barred, foreclosed and enjoined from asserting or claiming any right, title, interest, estate or equity of redemption in and to said premises or any part thereof; That this Plaintiff have such other and further relief as may be just and equitable. KIVELL, RAYMENT AND FRANCIS A Professional Corporation By: Ger'Kayla Tunley Samuel R. Fiorelli, OBA #36114 Ger'Kayla Tunley, OBA #36283 Triad Center I, Suite 550 7666 East 61st Street Tulsa, Oklahoma 74133 Telephone (918) 254-0626 Facsimile (918) 254-7915 E-mail: [email protected] ATTORNEYS FOR PLAINTIFF VERIFICATION STATE OF OKLAHOMA ) COUNTY OF TULSA ) ss. Ger’Kayla Tunley, being first duly sworn, upon oath, deposes and says: That he/she is one of the attorneys for the Plaintiff in the above entitled action; that he/she prepared the above and foregoing Petition, knows the contents thereof, and that to the best of his/her knowledge and belief, the matters and things therein set forth are true and correct. By: ____________________________ Date: 3-10-26 Title: Attorney Samuel R. Fiorelli, OBA #36114 Ger’Kayla Tunley, OBA #36283 Triad Center I, Suite 550 7666 East 61st Street Tulsa, Oklahoma 74133 Telephone (918) 254-0626 Facsimile (918) 254-7915 E-mail: [email protected] ATTORNEYS FOR PLAINTIFF SUBSCRIBED AND SWORN to before me this 10 day of May, 2026, by Ger’Kayla Tunley. Melissa D Savino NOTARY PUBLIC NOTE April 19, 2024 (Note Date) TULSA (City) 8795 E 3RD ST S TULSA, OK 74112 (Property Address) Oklahoma (State) 1. BORROWER'S PROMISE TO PAY In return for a loan in the amount of U.S. $169,260.00 (the "Principal") that I have received from MAPLEMARK BANK (the "Lender"), I promise to pay the Principal, plus interest, to the order of the Lender. I will make all payments under this Note in U.S. currency in the form of cash, check, money order, or other payment method accepted by Lender. I understand that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is called the "Note Holder." 2. INTEREST Interest will be charged on unpaid Principal until the full amount of the Principal has been paid. I will pay interest at a yearly rate of 4.000%. The interest rate required by this Section 2 is the rate I will pay both before and after any default described in Section 6(B) of this Note. 3. PAYMENTS (A) Time and Place of Payments I will pay principal and interest by making a payment every month. This amount is called my "Monthly Payment." I will make my Monthly Payment on the 19th day of each month beginning on May 19, 2024. I will make these payments every month until I have paid all of the Principal and interest and any other charges described below that I may owe under this Note. Each Monthly Payment will be applied as of its scheduled due date and will be applied to interest before the Principal. If, on April 19, 2054, I still owe amounts under this Note, I will pay those amounts on that date, which is called the "Maturity Date." I will make my Monthly Payments at MAPLEMARK BANK 4143 MAPLE AVENUE, SUITE 100 DALLAS, TEXAS 75219 or at a different place if required by the Note Holder. (B) Amount of Monthly Payments My Monthly Payment will be in the amount of U.S. $808.06. This payment amount does not include any property taxes, insurance, or other charges that I may be required to pay each month. 4. BORROWER'S RIGHT TO PREPAY I have the right to make payments of principal at any time before they are due. A payment of principal only is known as a "Prepayment." When I make a Prepayment, I will notify the Note Holder in writing that I am doing so. I may not designate a payment as a Prepayment if I have not made all the Monthly Payments then due under this Note. I may make a full Prepayment or partial Prepayments without paying a Prepayment charge. The Note Holder will use my Prepayments to reduce the amount of Principal that I owe under this Note. However, the Note Holder may apply my Prepayment to the accrued and unpaid interest on the Prepayment amount, before applying my Prepayment to reduce the Principal amount of the Note. If I make a partial Prepayment, there will be no changes in the due date or in the amount of my Monthly Payment unless the Note Holder agrees in writing to those changes. 5. LOAN CHARGES If applicable law sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the loan exceed the permitted limits, then (a) any such loan charge will be reduced by the amount necessary to reduce the charge to the permitted limit, and (b) any sums already collected from me that exceeded permitted limits will be refunded to me. The Note Holder may choose to make this refund by reducing the Principal I owe under this Note or by making a direct payment to me. If a refund reduces Principal, the reduction will be treated as a partial Prepayment. 6. BORROWER'S FAILURE TO PAY AS REQUIRED (A) Late Charges for Overdue Payments If the Note Holder has not received the full amount of any Monthly Payment by the end of fifteen calendar days after the date it is due, I will pay a late charge to the Note Holder. The amount of the charge will be 5.000% of my overdue Monthly Payment. I will pay this late charge promptly but only once on each late payment. (B) Default If I do not pay the full amount of each Monthly Payment on the date it is due, I will be in default. (C) Notice of Default If I am in default, the Note Holder may send me a written notice telling me that if I do not pay the overdue amount by a certain date, the Note Holder may require me to pay immediately the full amount of unpaid Principal, all the interest that I owe on that amount, and other charges due under this Note (the "Default Balance"). That date must be at least 30 days after the date on which the notice is mailed to me or delivered by other means. (D) No Waiver By Note Holder If I am in default and the Note Holder does not require me to pay the Default Balance immediately as described above, the Note Holder will still have the right to do so if I continue to be in default or if I am in default at a later time. (E) Payment of Note Holder's Costs and Expenses If the Note Holder has required me to pay the Default Balance immediately as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorneys' fees and costs. 7. GIVING OF NOTICES (A) Notice to Borrower Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it, or by mailing it by first class mail, to me at the Property Address above or at a different address if I give the Note Holder a notice of my different address. I will promptly notify the Note Holder of any change to my physical address and of any change to my mailing address. Unless applicable law requires otherwise, notice may instead be sent by e-mail or other electronic communication if agreed to by me and the Note Holder in writing and if I have provided the Note Holder with my current e-mail address or other electronic address. If I have agreed with the Note Holder that notice may be given by e-mail or other electronic communication, I will promptly notify the Note Holder of any changes to my e-mail address or other electronic address. (B) Notice to Note Holder Any notice that I must give to the Note Holder under this Note will be delivered by first class mail to the Note Holder at the address stated in Section 3(A) above or at a different address if I am given a notice of that different address. 8. OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety, or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety, or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note against each person individually or against all of us together. This means that any one of us may be required to pay all of the amounts owed under this Note. 9. WAIVERS I and any other person who has obligations under this Note waive the rights of Presentment and Notice of Dishonor. "Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of Dishonor" means the right to require the Note Holder to give notice to other persons that amounts due have not been paid. 10. UNIFORM SECURED NOTE This Note is a uniform instrument with limited variations in some jurisdictions. In addition to the protections given to the Note Holder under this Note, a Mortgage, Mortgage Deed, Deed of Trust, or Security Deed (the "Security Instrument"), dated the same date as this Note, protects the Note Holder from possible losses that might result if I do not keep the promises that I make in this Note. That Security Instrument also describes how and under what conditions I may be required to make immediate payment of all amounts I owe under this Note. Some of those conditions are described as follows: If all or any part of the Property or any Interest in the Property is sold or transferred (or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred) without Lender's prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, Lender will not exercise this option if such exercise is prohibited by Applicable Law. Loan Number If Lender exercises this option, Lender will give Borrower notice of acceleration. The notice will provide a period of not less than 30 days from the date the notice is given in accordance with Section 16 within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to, or upon, the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower and will be entitled to collect all expenses incurred in pursuing such remedies, including, but not limited to: (a) reasonable attorney's fees and costs; (b) property inspection and valuation fees; and (c) other fees incurred to protect Lender's Interest in the Property and/or rights under this Security Instrument. WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED. JACQUELINE SHORES -Borrower (Seal) (Seal) -Borrower (Sign Original Only) Loan originator (Organization): MAPLEMARK BANK; NMLS #________ Loan originator (Individual): GUYLENE DOOMAN; NMLS #________ ALLONGE This Allonge is attached to and made a part of that certain Promissory Note (the "Note") dated as of the 19 day of April, 2024, made by Jacqueline Shores, in the original principal amount of One Hundred Sixty-Nine Thousand Two Hundred Sixty and No/100 Dollars ($169,260.00), to the order of MapleMark Bank, ("Assignor"). For value received, the undersigned hereby endorse the Note as follows: Pay to the order of Tulsa Habitat for Humanity, Inc. ("Assignee"), without recourse, warranty or representation of any nature whatsoever, except as otherwise provided in that certain Assignment of Note, Mortgage and Loan Documents entered into by and between Assignor and Assignee, dated of even date herewith. Dated: February 11, 2025. Assignor: MapleMark Bank, [Signature] By: Janice Apilado Senior Vice President After Recording Return To: MAPLEMARK BANK 4143 MAPLE AVENUE, SUITE 100 DALLAS, TX 75219 This Instrument was prepared by: SANDLER LAW GROUP 717 N. HARWOOD ST., SUITE 1600 DALLAS, TX 75201 Loan Number: __________________________ (Space Above This Line For Recording Data) (All) or part of the purchase price of the Property is paid for with the money loaned.) PURCHASE MONEY MORTGAGE DEFINITIONS Words used in multiple sections of this document are defined below and other words are defined under the caption TRANSFER OF RIGHTS IN THE PROPERTY and in Sections 3, 4, 10, 11, 12, 16, 19, 24, and 25. Certain rules regarding the usage of words used in this document are also provided in Section 17. Parties (A) "Borrower" is JACQUELINE SHORES, A SINGLE WOMAN, currently residing at 4547 E YOUNG CT, TULSA, OK 74115. Borrower is the mortgagor under this Security Instrument. (B) "Lender" is MAPLEMARK BANK. Lender is a STATE CHARTERED BANK organized and existing under the laws of TEXAS. Lender's address is 4143 MAPLE AVENUE, SUITE 100, DALLAS, TX 75219. Lender is the mortgagee under this Security Instrument. The term "Lender" includes any successors and assigns of Lender. Documents (C) "Note" means the promissory note dated April 19, 2024, and signed by each Borrower who is legally obligated for the debt under that promissory note, that is in either (i) paper form, using Borrower's written pen and ink signature, or (ii) electronic form, using Borrower's adopted Electronic Signature in accordance with the UETA and E-SIGN, as applicable. The Note evidences the legal obligation of each Borrower who signed the Note to pay Lender ONE HUNDRED SIXTY-NINE THOUSAND TWO HUNDRED SIXTY AND NO/100 Dollars (U.S. $169,260.00) plus interest. Each Borrower who signed the Note has promised to pay this debt in regular monthly payments and to pay the debt in full not later than April 19, 2054. (D) "Riders" means all Riders to this Security Instrument that are signed by Borrower. All such Riders are incorporated into and deemed to be a part of this Security Instrument. The following Riders are to be signed by Borrower (check box as applicable): ☐ Adjustable Rate Rider ☐ Condominium Rider ☐ Second Home Rider ☐ 1-4 Family Rider ☐ Planned Unit Development Rider ☐ Other(s) (specify) (E) "Security Instrument" means this document, which is dated April 19, 2024, together with all Riders to this document. Community Title Services, LLC 3130 E 71st Tulsa, OK 74136 EXHIBIT B Additional Definitions (F) "Applicable Law" means all controlling applicable federal, state, and local statutes, regulations, ordinances, and administrative rules and orders (that have the effect of law) as well as all applicable final, non-appealable judicial opinions. (G) "Community Association Dues, Fees, and Assessments" means all dues, fees, assessments, and other charges that are imposed on Borrower or the Property by a condominium association, homeowners association, or similar organization. (H) "Default" means: (i) the failure to pay any Periodic Payment or any other amount secured by this Security Instrument on the date it is due; (ii) a breach of any representation, warranty, covenant, obligation, or agreement in this Security Instrument; (iii) any materially false, misleading, or inaccurate information or statement to Lender provided by Borrower or any person or entity acting at Borrower's direction or with Borrower's knowledge or consent, or failure to provide Lender with material information in connection with the Loan, as described in Section 8; or (iv) any action or proceeding described in Section 12(c). (I) "Electronic Fund Transfer" means any transfer of funds, other than a transaction originated by check, draft, or similar paper instrument, which is initiated through an electronic terminal, telephonic instrument, computer, or magnetic tape so as to order, instruct, or authorize a financial institution to debit or credit an account. Such term includes, but is not limited to, point-of-sale transfers, automated teller machine transactions, transfers initiated by telephone or other electronic device capable of communicating with such financial institution, wire transfers, and automated clearinghouse transfers. (J) "Electronic Signature" means an "Electronic Signature" as defined in the UETA or E-SIGN, as applicable. (K) "E-SIGN" means the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), as it may be amended from time to time, or any applicable additional or successor legislation that governs the same subject matter. (L) "Escrow Items" means: (i) taxes and assessments and other items that can attain priority over this Security Instrument as a lien or encumbrance on the Property; (ii) leasehold payments or ground rents on the Property, if any; (iii) premiums for any and all insurance required by Lender under Section 5; (iv) Mortgage Insurance premiums, if any, or any sums payable by Borrower to Lender in lieu of the payment of Mortgage Insurance premiums in accordance with the provisions of Section 11; and (v) Community Association Dues, Fees, and Assessments if Lender requires that they be escrowed beginning at Loan closing or at any time during the Loan term. (M) "Loan" means the debt obligation evidenced by the Note, plus interest, any prepayment charges, costs, expenses, and late charges due under the Note, and all sums due under this Security Instrument, plus interest. (N) "Loan Servicer" means the entity that has the contractual right to receive Borrower's Periodic Payments and any other payments made by Borrower, and administers the Loan on behalf of Lender. Loan Servicer does not include a sub-servicer, which is an entity that may service the Loan on behalf of the Loan Servicer. (O) "Miscellaneous Proceeds" means any compensation, settlement, award of damages, or proceeds paid by any third party (other than insurance proceeds paid under the coverages described in Section 5) for: (i) damage to, or destruction of, the Property; (ii) condemnation or other taking of all or any part of the Property; (iii) conveyance in lieu of condemnation; or (iv) misrepresentations of, or omissions as to, the value and/or condition of the Property. (P) "Mortgage Insurance" means insurance protecting Lender against the nonpayment of, or Default on, the Loan. (Q) "Partial Payment" means any payment by Borrower, other than a voluntary prepayment permitted under the Note, which is less than a full outstanding Periodic Payment. (R) "Periodic Payment" means the regularly scheduled amount due for (i) principal and interest under the Note, plus (ii) any amounts under Section 3. (S) "Property" means the property described below under the heading "TRANSFER OF RIGHTS IN THE PROPERTY." (T) "Rents" means all amounts received by or due Borrower in connection with the lease, use, and/or occupancy of the Property by a party other than Borrower. (U) "RESPA" means the Real Estate Settlement Procedures Act (12 U.S.C. § 2601 et seq.) and its implementing regulation, Regulation X (12 C.F.R. Part 1024), as they may be amended from time to time, or any additional or successor federal legislation or regulation that governs the same subject matter. When used in this Security Instrument, "RESPA" refers to all requirements and restrictions that would apply to a "federally related mortgage loan" even if the Loan does not qualify as a "federally related mortgage loan" under RESPA. (V) "Successor In Interest of Borrower" means any party that has taken title to the Property, whether or not that party has assumed Borrower's obligations under the Note and/or this Security Instrument. (W) "UETA" means the Uniform Electronic Transactions Act, as enacted by the jurisdiction in which the Property is located, as it may be amended from time to time, or any applicable additional or successor legislation that governs the same subject matter. TRANSFER OF RIGHTS IN THE PROPERTY This Security Instrument secures to Lender (i) the repayment of the Loan, and all renewals, extensions, and modifications of the Note, and (ii) the performance of Borrower's covenants and agreements under this Security Instrument and the Note. For this purpose, Borrower mortgages, grants, and conveys to Lender, with power of sale, the following described property located in the County of TULSA: LOT FOURTEEN (14), BLOCK ONE (1), BUENA VIDA ADDITION, A SUBDIVISION IN THE CITY OF TULSA, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE RECORDED PLAT THEREOF. Parcel ID Number: [REDACTED] which currently has the address of 8795 E 3RD ST S TULSA, OK 74112 ("Property Address"); TOGETHER WITH all the improvements now or subsequently erected on the property, including replacements and additions to the improvements on such property, all property rights, including, without limitation, all easements, appurtenances, royalties, mineral rights, oil or gas rights or profits, water rights, and fixtures now or subsequently a part of the property. All of the foregoing is referred to in this Security Instrument as the "Property." BORROWER REPRESENTS, WARRANTS, COVENANTS, AND AGREES that: (i) Borrower lawfully owns and possesses the Property conveyed in this Security Instrument in fee simple or lawfully has the right to use and occupy the Property under a leasehold estate; (ii) Borrower has the right to mortgage, grant, and convey the Property or Borrower's leasehold interest in the Property; and (iii) the Property is unencumbered, and not subject to any other ownership interest in the Property, except for encumbrances and ownership interests of record. Borrower warrants generally the title to the Property and covenants and agrees to defend the title to the Property against all claims and demands, subject to any encumbrances and ownership interests of record as of Loan closing. THIS SECURITY INSTRUMENT combines uniform covenants for national use with limited variations and non-uniform covenants that reflect specific Oklahoma state requirements to constitute a uniform security instrument covering real property. UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows: 1. Payment of Principal, Interest, Escrow Items, Prepayment Charges, and Late Charges. Borrower will pay each Periodic Payment when due. Borrower will also pay any prepayment charges and late charges due under the Note, and any other amounts due under this Security Instrument. Payments due under the Note and this Security Instrument must be made in U.S. currency. If any check or other instrument received by Lender as payment under the Note or this Security Instrument is returned to Lender unpaid, Lender may require that any or all subsequent payments due under the Note and this Security Instrument be made in one or more of the following forms, as selected by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer's check, or cashier's check, provided any such check is drawn upon an institution whose deposits are insured by a U.S. federal agency, instrumentality, or entity; or (d) Electronic Fund Transfer. Payments are deemed received by Lender when received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section 16. Lender may accept or return any Partial Payments in its sole discretion pursuant to Section 2. Any offset or claim that Borrower may have now or in the future against Lender will not relieve Borrower from making the full amount of all payments due under the Note and this Security Instrument or performing the covenants and agreements secured by this Security Instrument. 2. Acceptance and Application of Payments or Proceeds. (a) Acceptance and Application of Partial Payments. Lender may accept and either apply or hold in suspense Partial Payments in its sole discretion in accordance with this Section 2. Lender is not obligated to accept any Partial Payments or to apply any Partial Payments at the time such payments are accepted, and also is not obligated to pay interest on such unapplied funds. Lender may hold such unapplied funds until Borrower makes payment sufficient to cover a full Periodic Payment, at which time the amount of the full Periodic Payment will be applied to the Loan. If Borrower does not make such a payment within a reasonable period of time, Lender will either apply such funds in accordance with this Section 2 or return them to Borrower. If not applied earlier, Partial Payments will be credited against the total amount due under the Loan in calculating the amount due in connection with any foreclosure proceeding, payoff request, loan modification, or reinstatement. Lender may accept any payment insufficient to bring the Loan current without waiver of any rights under this Security Instrument or prejudice to its rights to refuse such payments in the future. (b) Order of Application of Partial Payments and Periodic Payments. Except as otherwise described in this Section 2, if Lender applies a payment, such payment will be applied to each Periodic Payment in the order in which it became due, beginning with the oldest outstanding Periodic Payment, as follows: first to interest and then to principal due under the Note, and finally to Escrow Items. If all outstanding Periodic Payments then due are paid in full, any payment amounts remaining may be applied to late charges and to any amounts then due under this Security Instrument. If all sums then due under the Note and this Security Instrument are paid in full, any remaining payment amount may be applied, in Lender's sole discretion, to a future Periodic Payment or to reduce the principal balance of the Note. If Lender receives a payment from Borrower in the amount of one or more Periodic Payments and the amount of any late charge due for a delinquent Periodic Payment, the payment may be applied to the delinquent payment and the late charge. When applying payments, Lender will apply such payments in accordance with Applicable Law. (c) Voluntary Prepayments. Voluntary prepayments will be applied as described in the Note. (d) No Change to Payment Schedule. Any application of payments, insurance proceeds, or Miscellaneous Proceeds to principal due under the Note will not extend or postpone the due date, or change the amount, of the Periodic Payments. 3. Funds for Escrow Items. (a) Escrow Requirement; Escrow Items. Borrower must pay to Lender on the day Periodic Payments are due under the Note, until the Note is paid in full, a sum of money to provide for payment of amounts due for all Escrow Items (the "Funds"). The amount of the Funds required to be paid each month may change during the term of the Loan. Borrower must promptly furnish to Lender all notices or invoices of amounts to be paid under this Section 3. (b) Payment of Funds; Waiver. Borrower must pay Lender the Funds for Escrow Items unless Lender waives this obligation in writing. Lender may waive this obligation for any Escrow Item at any time. In the event of such waiver, Borrower must pay directly, when and where payable, the amounts due for any Escrow Items subject to the waiver. If Lender has waived the requirement to pay Lender the Funds for any or all Escrow Items, Lender may require Borrower to provide proof of direct payment of those items within such time period as Lender may require. Borrower's obligation to make such timely payments and to provide proof of payment is deemed to be a covenant and agreement of Borrower under this Security Instrument. If Borrower is obligated to pay Escrow Items directly pursuant to a waiver, and Borrower fails to pay timely the amount due for an Escrow Item, Lender may exercise its rights under Section 9 to pay such amount and Borrower will be obligated to repay to Lender any such amount in accordance with Section 9. Lender may withdraw the waiver as to any or all Escrow Items at any time by giving a notice in accordance with Section 16; upon such withdrawal, Borrower must pay to Lender all Funds for such Escrow Items, and in such amounts, that are then required under this Section 3. (c) Amount of Funds; Application of Funds. Lender may, at any time, collect and hold Funds in an amount up to, but not in excess of, the maximum amount a lender can require under RESPA. Lender will estimate the amount of Funds due in accordance with Applicable Law. The Funds will be held in an institution whose deposits are insured by a U.S. federal agency, instrumentality, or entity (including Lender, if Lender is an institution whose deposits are so insured) or in any Federal Home Loan Bank. Lender will apply the Funds to pay the Escrow Items no later than the time specified under RESPA. Lender may not charge Borrower for: (i) holding and applying the Funds; (ii) annually analyzing the escrow account; or (iii) verifying the Escrow Items, unless Lender pays Borrower interest on the Funds and Applicable Law permits Lender to make such a charge. Unless Lender and Borrower agree in writing or Applicable Law requires interest to be paid on the Funds, Lender will not be required to pay Borrower any interest or earnings on the Funds. Lender will give to Borrower, without charge, an annual accounting of the Funds as required by RESPA. (d) Surplus; Shortage and Deficiency of Funds. In accordance with RESPA, if there is a surplus of Funds held in escrow, Lender will account to Borrower for such surplus. If Borrower's Periodic Payment is delinquent by more than 30 days, Lender may retain the surplus in the escrow account for the payment of the Escrow Items. If there is a shortage or deficiency of Funds held in escrow, Lender will notify Borrower and Borrower will pay to Lender the amount necessary to make up the shortage or deficiency in accordance with RESPA. Upon payment in full of all sums secured by this Security Instrument, Lender will promptly refund to Borrower any Funds held by Lender. 4. Charges; Liens. Borrower must pay (a) all taxes, assessments, charges, fines, and impositions attributable to the Property which have priority or may attain priority over this Security Instrument, (b) leasehold payments or ground rents on the Property, if any, and (c) Community Association Dues, Fees, and Assessments, if any. If any of these items are Escrow Items, Borrower will pay them in the manner provided in Section 3. Borrower must promptly discharge any lien that has priority or may attain priority over this Security Instrument unless Borrower: (aa) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to Lender, but only so long as Borrower is performing under such agreement; (bb) contests the lien in good faith by, or defends against enforcement of the lien in, legal proceedings which Lender determines, in its sole discretion, operates to prevent the enforcement of the lien while those proceedings are pending, but only until such proceedings are concluded; or (cc) secures from the holder of the lien an agreement satisfactory to Lender that subordinates the lien to this Security Instrument (collectively, the "Required Actions"). If Lender determines that any part of the Property is subject to a lien that has priority or may attain priority over this Security Instrument and Borrower has not taken any of the Required Actions in regard to such lien, Lender may give Borrower a notice identifying the lien. Within 10 days after the date on which that notice is given, Borrower must satisfy the lien or take one or more of the Required Actions. 5. Property Insurance. (a) Insurance Requirement; Coverages. Borrower must keep the improvements now existing or subsequently erected on the Property insured against loss by fire, hazards included within the term "extended coverage," and any other hazards including, but not limited to, earthquakes, winds, and floods, for which Lender requires insurance. Borrower must maintain the types of insurance Lender requires in the amounts (including deductible levels) and for the periods that Lender requires. What Lender requires pursuant to the preceding sentences can change during the term of the Loan, and may exceed any minimum coverage required by Applicable Law. Borrower may choose the insurance carrier providing the insurance, subject to Lender's right to disapprove Borrower's choice, which right will not be exercised unreasonably. (b) Failure to Maintain Insurance. If Lender has a reasonable basis to believe that Borrower has failed to maintain any of the required insurance coverages described above, Lender may obtain insurance coverage, at Lender's option and at Borrower's expense. Unless required by Applicable Law, Lender is under no obligation to advance premiums for, or to seek to reinstate, any prior lapsed coverage obtained by Borrower. Lender is under no obligation to purchase any particular type or amount of coverage and may select the provider of such insurance in its sole discretion. Before purchasing such coverage, Lender will notify Borrower if required to do so under Applicable Law. Any such coverage will insure Lender, but might not protect Borrower, Borrower's equity in the Property, or the contents of the Property, against any risk, hazard, or liability and might provide greater or lesser coverage than was previously in effect, but not exceeding the coverage required under Section 5(s). Borrower acknowledges that the cost of the insurance coverage so obtained may significantly exceed the cost of insurance that Borrower could have obtained. Any amounts disbursed by Lender for costs associated with reinstating Borrower's insurance policy or with placing new insurance under this Section 5 will become additional debt of Borrower secured by this Security Instrument. These amounts will bear interest at the Note rate from the date of disbursement and will be payable, with such interest, upon notice from Lender to Borrower requesting payment. (c) Insurance Policies. All insurance policies required by Lender and renewals of such policies: (i) will be subject to Lender's right to disapprove such policies; (ii) must include a standard mortgage clause; and (iii) must name Lender as mortgagee and/or as an additional loss payee. Lender will have the right to hold the policies and renewal certificates. If Lender requires, Borrower will promptly give to Lender proof of paid premiums and renewal notices. If Borrower obtains any form of insurance coverage, not otherwise required by Lender, for damage to, or destruction of, the Property, such policy must include a standard mortgage clause and must name Lender as mortgagee and/or as an additional loss payee. (d) Proof of Loss; Application of Proceeds. In the event of loss, Borrower must give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. Any insurance proceeds, whether or not the underlying insurance was required by Lender, will be applied to restoration or repair of the Property, if Lender deems the restoration or repair to be economically feasible and determines that Lender's security will not be lessened by such restoration or repair. If the Property is to be repaired or restored, Lender will disburse from the insurance proceeds any initial amounts that are necessary to begin the repair or restoration, subject to any restrictions applicable to Lender. During the subsequent repair and restoration period, Lender will have the right to hold such insurance proceeds until Lender has had an opportunity to inspect such Property to ensure the work has been completed to Lender's satisfaction (which may include satisfying Lender's minimum eligibility requirements for persons repairing the Property, including, but not limited to, licensing, bond, and insurance requirements) provided that such inspection must be undertaken promptly. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. Lender will not be required to pay Borrower any interest or earnings on such insurance proceeds unless Lender and Borrower agree in writing or Applicable Law requires otherwise. Fees for public adjusters, or other third parties, retained by Borrower will not be paid out of the insurance proceeds and will be the sole obligation of Borrower. If Lender deems the restoration or repair not to be economically feasible or Lender's security would be lessened by such restoration or repair, the insurance proceeds will be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. Such insurance proceeds will be applied in the order that Partial Payments are applied in Section 2(b). (e) Insurance Settlements; Assignment of Proceeds. If Borrower abandons the Property, Lender may file, negotiate, and settle any available insurance claim and related matters. If Borrower does not respond within 30 days to a notice from Lender that the insurance carrier has offered to settle a claim, then Lender may negotiate and settle the claim. The 30-day period will begin when the notice is given. In either event, or if Lender acquires the Property under Section 26 or otherwise, Borrower is unconditionally assigning to Lender (i) Borrower's rights to any insurance proceeds in an amount not to exceed the amounts unpaid under the Note and this Security Instrument, and (ii) any other of Borrower's rights (other than the right to any refund of unearned premiums paid by Borrower) under all insurance policies covering the Property, to the extent that such rights are applicable to the coverage of the Property. If Lender files, negotiates, or settles a claim, Borrower agrees that any insurance proceeds may be made payable directly to Lender without the need to include Borrower as an additional loss payee. Lender may use the insurance proceeds either to repair or restore the Property (as provided in Section 5(d)) or to pay amounts unpaid under the Note or this Security Instrument, whether or not then due. 6. Occupancy. Borrower must occupy, establish, and use the Property as Borrower's principal residence within 60 days after the execution of this Security Instrument and must continue to occupy the Property as Borrower's principal residence for at least one year after the date of occupancy, unless Lender otherwise agrees in writing, which consent will not be unreasonably withheld, or unless extenuating circumstances exist that are beyond Borrower's control. 7. Preservation, Maintenance, and Protection of the Property; Inspections. Borrower will not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Whether or not Borrower is residing in the Property, Borrower must maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless Lender determines pursuant to Section 5 that repair or restoration is not economically feasible, Borrower will promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid to Lender in connection with damage to, or the taking of, the Property, Borrower will be responsible for repairing or restoring the Property only if Lender has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower remains obligated to complete such repair or restoration. Lender may make reasonable entries upon and inspections of the Property. If Lender has reasonable cause, Lender may inspect the interior of the improvements on the Property. Lender will give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause. 8. Borrower's Loan Application. Borrower will be in Default if, during the Loan application process, Borrower or any persons or entities acting at Borrower's direction or with Borrower's knowledge or consent gave materially false, misleading, or inaccurate information or statements to Lender (or failed to provide Lender with material information) in connection with the Loan, including, but not limited to, overstating Borrower's income or assets, understating or failing to provide documentation of Borrower's debt obligations and liabilities, and misrepresenting Borrower's occupancy or intended occupancy of the Property as Borrower's principal residence. 9. Protection of Lender's Interest in the Property and Rights Under this Security Instrument. (a) Protection of Lender's Interest. If: (i) Borrower fails to perform the covenants and agreements contained in this Security Instrument; (ii) there is a legal proceeding or government order that might significantly affect Lender's interest in the Property and/or rights under this Security Instrument (such as a proceeding in bankruptcy, probate, for condemnation or forfeiture, for enforcement of a lien that has priority or may attain priority over this Security Instrument, or to enforce laws or regulations); or (iii) Lender reasonably believes that Borrower has abandoned the Property, then Lender may do and pay for whatever is reasonable or appropriate to protect Lender's interest in the Property and/or rights under this Security Instrument, including protecting and/or assessing the value of the Property, and securing and/or repairing the Property. Lender's actions may include, but are not limited to: (I) paying any sums secured by a lien that has priority or may attain priority over this Security Instrument; (II) appearing in court; and (III) paying: (A) reasonable attorneys' fees and costs; (B) property inspection and valuation fees; and (C) other fees incurred for the purpose of protecting Lender's interest in the Property and/or rights under this Security Instrument, including its secured position in a bankruptcy proceeding. Securing the Property includes, but is not limited to, exterior and interior inspections of the Property, entering the Property to make repairs, changing locks, replacing or boarding up doors and windows, draining water from pipes, eliminating building or other code violations or dangerous conditions, and having utilities turned on or off. Although Lender may take action under this Section 9, Lender is not required to do so and is not under any duty or obligation to do so. Lender will not be liable for not taking any or all actions authorized under this Section 9. (b) Avoiding Foreclosure; Mitigating Losses. If Borrower is in Default, Lender may work with Borrower to avoid foreclosure and/or mitigate Lender's potential losses, but is not obligated to do so unless required by Applicable Law. Lender may take reasonable actions to evaluate Borrower for available alternatives to foreclosure, including, but not limited to, obtaining credit reports, title reports, title insurance, property valuations, subordination agreements, and third-party approvals. Borrower authorizes and consents to these actions. Any costs associated with such loss mitigation activities may be paid by Lender and recovered from Borrower as described below in Section 9(c), unless prohibited by Applicable Law. (c) Additional Amounts Secured. Any amounts disbursed by Lender under this Section 9 will become additional debt of Borrower secured by this Security Instrument. These amounts may bear interest at the Note rate from the date of disbursement and will be payable, with such interest, upon notice from Lender to Borrower requesting payment. (d) Leasehold Terms. If this Security Instrument is on a leasehold, Borrower will comply with all the provisions of the lease. If Borrower acquires fee title to the Property, the leasehold and the fee title will not merge unless Lender agrees to the merger in writing. 10. Assignment of Rents. (a) Assignment of Rents. If the Property is leased to, used by, or occupied by a third party ("Tenant"), Borrower is unconditionally assigning and transferring to Lender any Rents, regardless of to whom the Rents are payable. Borrower authorizes Lender to collect the Rents, and agrees that each Tenant will pay the Rents to Lender. However, Borrower will receive the Rents until (i) Lender has given Borrower notice of Default pursuant to Section 26, and (ii) Lender has given notice to the Tenant that the Rents are to be paid to Lender. This Section 10 constitutes an absolute assignment and not an assignment for additional security only. (b) Notice of Default. If Lender gives notice of Default to Borrower: (i) all Rents received by Borrower must be held by Borrower as trustee for the benefit of Lender only, to be applied to the sums secured by the Security Instrument; (ii) Lender will be entitled to collect and receive all of the Rents; (iii) Borrower agrees to instruct each Tenant that Tenant is to pay all Rents due and unpaid to Lender upon Lender's written demand to the Tenant; (iv) Borrower will ensure that each Tenant pays all Rents due to Lender and will take whatever action is necessary to collect such Rents if not paid to Lender; (v) unless Applicable Law provides otherwise, all Rents collected by Lender will be applied first to the costs of taking control of and managing the Property and collecting the Rents, including, but not limited to, reasonable attorneys' fees and costs, receiver's fees, premiums on receiver's bonds, repair and maintenance costs, insurance premiums, taxes, assessments, and other charges on the Property, and then to any other sums secured by this Security Instrument; (vi) Lender, or any judicially appointed receiver, will be liable to account for only those Rents actually received; and (vii) Lender will be entitled to have a receiver appointed to take possession of and manage the Property and collect the Rents and profits derived from the Property without any showing as to the inadequacy of the Property as security. (c) Funds Paid by Lender. If the Rents are not sufficient to cover the costs of taking control of and managing the Property and of collecting the Rents, any funds paid by Lender for such purposes will become indebtedness of Borrower to Lender secured by this Security Instrument pursuant to Section 9. (d) Limitation on Collection of Rents. Borrower may not collect any of the Rents more than one month in advance of the time when the Rents become due, except for security or similar deposits. (e) No Other Assignment of Rents. Borrower represents, warrants, covenants, and agrees that Borrower has not signed any prior assignment of the Rents, will not make any further assignment of the Rents, and has not performed, and will not perform, any act that could prevent Lender from exercising its rights under this Security Instrument. (f) Control and Maintenance of the Property. Unless required by Applicable Law, Lender, or a receiver appointed under Applicable Law, is not obligated to enter upon, take control of, or maintain the Property before or after giving notice of Default to Borrower. However, Lender, or a receiver appointed under Applicable Law, may do so at any time when Borrower is in Default, subject to Applicable Law. (g) Additional Provisions. Any application of the Rents will not cure or waive any Default or invalidate any other right or remedy of Lender. This Section 10 does not relieve Borrower of Borrower's obligations under Section 6. This Section 10 will terminate when all the sums secured by this Security Instrument are paid in full. 11. Mortgage Insurance. (a) Payment of Premiums; Substitution of Policy; Loss Reserve; Protection of Lender. If Lender required Mortgage Insurance as a condition of making the Loan, Borrower will pay the premiums required to maintain the Mortgage Insurance in effect. If Borrower was required to make separately designated payments toward the premiums for Mortgage Insurance, and (i) the Mortgage Insurance coverage required by Lender ceases for any reason to be available from the mortgage insurer that previously provided such insurance, or (ii) Lender determines in its sole discretion that such mortgage insurer is no longer eligible to provide the Mortgage Insurance coverage required by Lender, Borrower will pay the premiums required to obtain coverage substantially equivalent to the Mortgage Insurance previously in effect, at a cost substantially equivalent to the cost to Borrower of the Mortgage Insurance previously in effect, from an alternate mortgage insurer selected by Lender. If substantially equivalent Mortgage Insurance coverage is not available, Borrower will continue to pay to Lender the amount of the separately designated payments that were due when the insurance coverage ceased to be in effect. Lender will accept, use, and retain these payments as a non-refundable loss reserve in lieu of Mortgage Insurance. Such loss reserve will be non-refundable, even when the Loan is paid in full, and Lender will not be required to pay Borrower any interest or earnings on such loss reserve. Lender will no longer require loss reserve payments if Mortgage Insurance coverage (in the amount and for the period that Lender requires) provided by an insurer selected by Lender again becomes available, is obtained, and Lender requires separately designated payments toward the premiums for Mortgage Insurance. If Lender required Mortgage Insurance as a condition of making the Loan and Borrower was required to make separately designated payments toward the premiums for Mortgage Insurance, Borrower will pay the premiums required to maintain Mortgage Insurance in effect, or to provide a non-refundable loss reserve, until Lender's requirement for Mortgage Insurance ends in accordance with any written agreement between Borrower and Lender providing for such termination or until termination is required by Applicable Law. Nothing in this Section 11 affects Borrower's obligation to pay interest at the Note rate. (b) Mortgage Insurance Agreements. Mortgage Insurance reimburses Lender for certain losses Lender may incur if Borrower does not repay the Loan as agreed. Borrower is not a party to the Mortgage Insurance policy or coverage. Mortgage insurers evaluate their total risk on all such insurance in force from time to time, and may enter into agreements with other parties that share or modify their risk, or reduce losses. These agreements may require the mortgage insurer to make payments using any source of funds that the mortgage insurer may have available (which may include funds obtained from Mortgage Insurance premiums). As a result of these agreements, Lender, another insurer, any reinsurer, any other entity, or any affiliate of any of the foregoing, may receive (directly or indirectly) amounts that derive from (or might be characterized as) a portion of Borrower's payments for Mortgage Insurance, in exchange for sharing or modifying the mortgage insurer's risk, or reducing losses. Any such agreements will not: (i) affect the amounts that Borrower has agreed to pay for Mortgage Insurance, or any other terms of the Loan; (ii) increase the amount Borrower will owe for Mortgage Insurance; (iii) entitle Borrower to any refund; or (iv) affect the rights Borrower has, if any, with respect to the Mortgage Insurance under the Homeowners Protection Act of 1998 (12 U.S.C. § 4901 et seq.), as it may be amended from time to time, or any additional or successor federal legislation or regulation that governs the same subject matter ("HPA"). These rights under the HPA may include the right to receive certain disclosures, to request and obtain cancellation of the Mortgage Insurance, to have the Mortgage Insurance terminated automatically, and/or to receive a refund of any Mortgage Insurance premiums that were unearned at the time of such cancellation or termination. 12. Assignment and Application of Miscellaneous Proceeds; Forfeiture. (a) Assignment of Miscellaneous Proceeds. Borrower is unconditionally assigning the right to receive all Miscellaneous Proceeds to Lender and agrees that such amounts will be paid to Lender. (b) Application of Miscellaneous Proceeds upon Damage to Property. If the Property is damaged, any Miscellaneous Proceeds will be applied to restoration or repair of the Property, if Lender deems the restoration or repair to be economically feasible and Lender's security will not be lessened by such restoration or repair. During such repair and restoration period, Lender will have the right to hold such Miscellaneous Proceeds until Lender has had an opportunity to inspect the Property to ensure the work has been completed to Lender's satisfaction (which may include satisfying Lender's minimum eligibility requirements for persons repairing the Property, including, but not limited to, licensing, bond, and insurance requirement(s) provided that such inspection must be undertaken promptly. Lender may pay for the repairs and restoration in a single disbursement, or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. Unless Lender and Borrower agree in writing or Applicable Law requires interest to be paid on such Miscellaneous Proceeds, Lender will not be required to pay Borrower any interest or earnings on such Miscellaneous Proceeds. If Lender deems the restoration or repair not to be economically feasible or Lender's security would be lessened by such restoration or repair, the Miscellaneous Proceeds will be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. Such Miscellaneous Proceeds will be applied in the order that Partial Payments are applied in Section 2(b). (c) Application of Miscellaneous Proceeds upon Condemnation, Destruction, or Loss in Value of the Property. In the event of a partial taking, destruction, or loss in value of the Property, all of the Miscellaneous Proceeds will be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. In the event of a partial taking, destruction, or loss in value of the Property (each, a "Partial Devaluation") where the fair market value of the Property immediately before the Partial Devaluation is equal to or greater than the amount of the sums secured by this Security Instrument immediately before the Partial Devaluation, a percentage of the Miscellaneous Proceeds will be applied to the sums secured by this Security Instrument unless Borrower and Lender otherwise agree in writing. The amount of the Miscellaneous Proceeds that will be so applied is determined by multiplying the total amount of the Miscellaneous Proceeds by a percentage calculated by taking (i) the total amount of the sums secured immediately before the Partial Devaluation, and dividing it by (ii) the fair market value of the Property immediately before the Partial Devaluation. Any balance of the Miscellaneous Proceeds will be paid to Borrower. In the event of a Partial Devaluation where the fair market value of the Property immediately before the Partial Devaluation is less than the amount of the sums secured immediately before the Partial Devaluation, all of the Miscellaneous Proceeds will be applied to the sums secured by this Security Instrument, whether or not the sums are then due, unless Borrower and Lender otherwise agree in writing. (d) Settlement of Claims. Lender is authorized to collect and apply the Miscellaneous Proceeds either to the sums secured by this Security Instrument, whether or not then due, or to restoration or repair of the Property, if Borrower (i) abandons the Property, or (ii) fails to respond to Lender within 30 days after the date Lender notifies Borrower that the Opposing Party (as defined in the next sentence) offers to settle a claim for damages. "Opposing Party" means the third party that owes Borrower the Miscellaneous Proceeds or the party against whom Borrower has a right of action in regard to the Miscellaneous Proceeds. (e) Proceeding Affecting Lender's Interest in the Property. Borrower will be in Default if any action or proceeding begins, whether civil or criminal, that, in Lender's judgment, could result in forfeiture of the Property or other material impairment of Lender's interest in the Property or rights under this Security Instrument. Borrower can cure such a Default and, if acceleration has occurred, reinstate as provided in Section 20, by causing the action or proceeding to be dismissed with a ruling that, in Lender's judgment, precludes forfeiture of the Property or other material impairment of Lender's interest in the Property or rights under this Security Instrument. Borrower is unconditionally assigning to Lender the proceeds of any award or claim for damages that are attributable to the impairment of Lender's interest in the Property, which proceeds will be paid to Lender. All Miscellaneous Proceeds that are not applied to restoration or repair of the Property will be applied in the order that Partial Payments are applied in Section 2(b). 13. Borrower Not Released; Forbearance by Lender Not a Waiver. Borrower or any Successor in Interest of Borrower will not be released from liability under this Security Instrument if Lender extends the time for payment or modifies the amortization of the sums secured by this Security Instrument. Lender will not be required to commence proceedings against any Successor in Interest of Borrower, or to refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security Instrument, by reason of any demand made by the original Borrower or any Successors in Interest of Borrower. Any forbearance by Lender in exercising any right or remedy including, without limitation, Lender's acceptance of payments from third persons, entities, or Successors in Interest of Borrower or in amounts less than the amount then due, will not be a waiver of, or preclude the exercise of, any right or remedy by Lender. 14. Joint and Several Liability; Signatories; Successors and Assigns Bound. Borrower's obligations and liability under this Security Instrument will be joint and several. However, any Borrower who signs this Security Instrument but does not sign the Note: (a) signs this Security Instrument to mortgage, grant, and convey such Borrower's interest in the Property under the terms of this Security Instrument; (b) signs this Security Instrument to waive any applicable inchoate rights such as dower and curtesy and any available homestead exemptions; (c) signs this Security Instrument to assign any Miscellaneous Proceeds, Rents, or other earnings from the Property to Lender; (d) is not personally obligated to pay the sums due under the Note or this Security Instrument; and (e) agrees that Lender and any other Borrower can agree to extend, modify, forbear, or make any accommodations with regard to the terms of the Note or this Security Instrument without such Borrower's consent and without affecting such Borrower's obligations under this Security Instrument. Subject to the provisions of Section 19, any Successor in Interest of Borrower who assumes Borrower's obligations under this Security Instrument in writing, and is approved by Lender, will obtain all of Borrower's rights, obligations, and benefits under this Security Instrument. Borrower will not be released from Borrower's obligations and liability under this Security Instrument unless Lender agrees to such release in writing. 15. Loan Charges. (a) Tax and Flood Determination Fees. Lender may require Borrower to pay (i) a one-time charge for a real estate tax verification and/or reporting service used by Lender in connection with this Loan, and (ii) either (A) a one-time charge for flood zone determination, certification, and tracking services, or (B) a one-time charge for flood zone determination and certification services and subsequent charges each time remappings or similar changes occur that reasonably might affect such determination or certification. Borrower will also be responsible for the payment of any fees imposed by the Federal Emergency Management Agency, or any successor agency, at any time during the Loan term, in connection with any flood zone determinations. (b) Default Charges. If permitted under Applicable Law, Lender may charge Borrower fees for services performed in connection with Borrower's Default to protect Lender's interest in the Property and rights under this Security Instrument, including: (i) reasonable attorneys' fees and costs; (ii) property inspection, valuation, mediation, and loss mitigation fees; and (iii) other related fees. (c) Permissibility of Fees. In regard to any other fees, the absence of express authority in this Security Instrument to charge a specific fee to Borrower should not be construed as a prohibition on the charging of such fee. Lender may not charge fees that are expressly prohibited by this Security Instrument or by Applicable Law. EXHIBIT B (d) Savings Clause. If Applicable Law sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits, then (i) any such loan charge will be reduced by the amount necessary to reduce the charge to the permitted limit, and (ii) any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. If a refund reduces principal, the reduction will be treated as a partial prepayment without any prepayment charge (whether or not a prepayment charge is provided for under the Note). To the extent permitted by Applicable Law, Borrower's acceptance of any such refund made by direct payment to Borrower will constitute a waiver of any right of action Borrower might have arising out of such overcharge. 16. Notices; Borrower's Physical Address. All notices given by Borrower or Lender in connection with this Security Instrument must be in writing. (a) Notices to Borrower. Unless Applicable Law requires a different method, any written notice to Borrower in connection with this Security Instrument will be deemed to have been given to Borrower, except as otherwise required by Applicable Law, when (i) mailed by first class mail, or (ii) actually delivered to Borrower's Notice Address (as defined in Section 16(c) below) if sent by means other than first class mail or Electronic Communication (as defined in Section 16(b) below). Notice to any one Borrower will constitute notice to all Borrowers unless Applicable Law expressly requires otherwise. If any notice to Borrower required by this Security Instrument is also required under Applicable Law, the Applicable Law requirement will satisfy the corresponding requirement under this Security Instrument. (b) Electronic Notice to Borrower. Unless another delivery method is required by Applicable Law, Lender may provide notice to Borrower by e-mail or other electronic communication ("Electronic Communication") if: (i) agreed to by Lender and Borrower in writing; (ii) Borrower has provided Lender with Borrower's e-mail or other electronic address ("Electronic Address"); (iii) Lender provides Borrower with the option to receive notices by first class mail or by other non-Electronic Communication instead of by Electronic Communication; and (iv) Lender otherwise complies with Applicable Law. Any notice to Borrower sent by Electronic Communication in connection with this Security Instrument will be deemed to have been given to Borrower when sent unless Lender becomes aware that such notice is not delivered. If Lender becomes aware that any notice sent by Electronic Communication is not delivered, Lender will resend such communication to Borrower by first class mail or by other non-Electronic Communication. Borrower may withdraw the agreement to receive Electronic Communications from Lender at any time by providing written notice to Lender of Borrower's withdrawal of such agreement. (c) Borrower's Notice Address. The address to which Lender will send Borrower notice ("Notice Address") will be the Property Address unless Borrower has designated a different address by written notice to Lender. If Lender and Borrower have agreed that notice may be given by Electronic Communication, then Borrower may designate an Electronic Address as Notice Address. Borrower will promptly notify Lender of Borrower's change of Notice Address, including any changes to Borrower's Electronic Address if designated as Notice Address. If Lender specifies a procedure for reporting Borrower's change of Notice Address, then Borrower will report a change of Notice Address only through that specified procedure. (d) Notices to Lender. Any notice to Lender will be given by delivering it or by mailing it by first class mail to Lender's address stated in this Security Instrument unless Lender has designated another address (including an Electronic Address) by notice to Borrower. Any notice in connection with this Security Instrument will be deemed to have been given to Lender only when actually received by Lender at Lender's designated address (which may include an Electronic Address). If any notice to Lender required by this Security Instrument is also required under Applicable Law, the Applicable Law requirement will satisfy the corresponding requirement under this Security Instrument. (e) Borrower's Physical Address. In addition to the designated Notice Address, Borrower will provide Lender with the address where Borrower physically resides, if different from the Property Address, and notify Lender whenever this address changes. 17. Governing Law; Severability; Rules of Construction. This Security Instrument is governed by federal law and the law of the State of Oklahoma. All rights and obligations contained in this Security Instrument are subject to any requirements and limitations of Applicable Law. If any provision of this Security Instrument or the Note conflicts with Applicable Law (i) such conflict will not affect other provisions of this Security Instrument or the Note that can be given effect without the conflicting provision, and (ii) such conflicting provision, to the extent possible, will be considered modified to comply with Applicable Law. Applicable Law might explicitly or implicitly allow the parties to agree by contract or it might be silent, but such silence should not be construed as a prohibition against agreement by contract. Any action required under this Security Instrument to be made in accordance with Applicable Law is to be made in accordance with the Applicable Law in effect at the time the action is undertaken. As used in this Security Instrument: (a) words in the singular will mean and include the plural and vice versa; (b) the word "may" gives sole discretion without any obligation to take any action; (c) any reference to "Section" in this document refers to Sections contained in this Security Instrument unless otherwise noted; and (d) the headings and captions are inserted for convenience of reference and do not define, limit, or describe the scope or intent of this Security Instrument or any particular Section, paragraph, or provision. 18. Borrower's Copy. One Borrower will be given one copy of the Note and of this Security Instrument. 19. Transfer of the Property or a Beneficial Interest in Borrower. For purposes of this Section 19 only, "Interest in the Property" means any legal or beneficial interest in the Property, including, but not limited to, those beneficial interests transferred in a bond for deed, contract for deed, installment sales contract, or escrow agreement, the intent of which is the transfer of title by Borrower to a purchaser at a future date. If all or any part of the Property or any Interest in the Property is sold or transferred (or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred) without Lender's prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, Lender will not exercise this option if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender will give Borrower notice of acceleration. The notice will provide a period of not less than 30 days from the date the notice is given in accordance with Section 16 within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to, or upon, the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower and will be entitled to collect all expenses incurred in pursuing such remedies, including, but not limited to: (a) reasonable attorneys' fees and costs; (b) property inspection and valuation fees; and (c) other fees incurred to protect Lender's Interest in the Property and/or rights under this Security Instrument. 20. Borrower's Right to Reinstate the Loan after Acceleration. If Borrower meets certain conditions, Borrower will have the right to reinstate the Loan and have enforcement of this Security Instrument discontinued at any time up to the later of (a) five days before any foreclosure sale of the Property, or (b) such other period as Applicable Law might specify for the termination of Borrower's right to reinstate. This right to reinstate will not apply in the case of acceleration under Section 19. To reinstate the Loan, Borrower must satisfy all of the following conditions: (aa) pay Lender all sums that then would be due under this Security Instrument and the Note as if no acceleration had occurred; (bb) cure any Default of any other covenants or agreements under this Security Instrument or the Note; (cc) pay all expenses incurred in enforcing this Security Instrument or the Note, including, but not limited to: (i) reasonable attorneys' fees and costs; (ii) property inspection and valuation fees; and (iii) other fees incurred to protect Lender's interest in the Property and/or rights under this Security Instrument or the Note; and (dd) take such action as Lender may reasonably require to assure that Lender's interest in the Property and/or rights under this Security Instrument or the Note, and Borrower's obligation to pay the sums secured by this Security Instrument or the Note, will continue unchanged. Lender may require that Borrower pay such reinstatement sums and expenses in one or more of the following forms, as selected by Lender: (aaa) cash; (bbb) money order; (ccc) certified check, bank check, treasurer's check, or cashier's check, provided any such check is drawn upon an institution whose deposits are insured by a U.S. federal agency, instrumentality, or entity; or (ddd) Electronic Fund Transfer. Upon Borrower's reinstatement of the Loan, this Security Instrument and obligations secured by this Security Instrument will remain fully effective as if no acceleration had occurred. 21. Sale of Note. The Note or a partial interest in the Note, together with this Security Instrument, may be sold or otherwise transferred one or more times. Upon such a sale or other transfer, all of Lender's rights and obligations under this Security Instrument will convey to Lender's successors and assigns. 22. Loan Servicer. Lender may take any action permitted under this Security Instrument through the Loan Servicer or another authorized representative, such as a sub-servicer. Borrower understands that the Loan Servicer or other authorized representative of Lender has the right and authority to take any such action. The Loan Servicer may change one or more times during the term of the Note. The Loan Servicer may or may not be the holder of the Note. The Loan Servicer has the right and authority to: (a) collect Periodic Payments and any other amounts due under the Note and this Security Instrument; (b) perform any other mortgage loan servicing obligations; and (c) exercise any rights under the Note, this Security Instrument, and Applicable Law on behalf of Lender. If there is a change of the Loan Servicer, Borrower will be given written notice of the change which will state the name and address of the new Loan Servicer, the address to which payments should be made, and any other information RESPA requires in connection with a notice of transfer of servicing. 23. Notice of Grievance. Until Borrower or Lender has notified the other party (in accordance with Section 16) of an alleged breach and afforded the other party a reasonable period after the giving of such notice to take corrective action, neither Borrower nor Lender may commence, join, or be joined to any judicial action (either as an individual litigant or a member of a class) that (a) arises from the other party's actions pursuant to this Security Instrument or the Note, or (b) alleges that the other party has breached any provision of this Security Instrument or the Note. If Applicable Law provides a time period that must elapse before certain action can be taken, that time period will be deemed to be reasonable for purposes of this Section 23. The notice of Default given to Borrower pursuant to Section 26(a) and the notice of acceleration given to Borrower pursuant to Section 19 will be deemed to satisfy the notice and opportunity to take corrective action provisions of this Section 23. 24. Hazardous Substances. (a) Definitions. As used in this Section 24: (i) "Environmental Law" means any Applicable Laws where the Property is located that relate to health, safety, or environmental protection; (ii) "Hazardous Substances" include (A) those substances defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law, and (B) the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, corrosive materials or agents, and radioactive materials; (iii) "Environmental Cleanup" includes any response action, remedial action, or removal action, as defined in Environmental Law; and (iv) an "Environmental Condition" means a condition that can cause, contribute to, or otherwise trigger an Environmental Cleanup. (b) Restrictions on Use of Hazardous Substances. Borrower will not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances, or threaten to release any Hazardous Substances, on or in the Property. Borrower will not do, nor allow anyone else to do, anything affecting the Property that: (i) violates Environmental Law; (ii) creates an Environmental Condition; or (iii) due to the presence, use, or release of a Hazardous Substance, creates a condition that adversely affects or could adversely affect the value of the Property. The preceding two sentences will not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property (including, but not limited to, hazardous substances in consumer products). (c) Notices; Remedial Actions. Borrower will promptly give Lender written notice of: (i) any investigation, claim, demand, lawsuit, or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge; (ii) any Environmental Condition, including but not limited to, any spilling, leaking, discharge, release, or threat of release of any Hazardous Substance; and (iii) any condition caused by the presence, use, or release of a Hazardous Substance that adversely affects the value of the Property. If Borrower learns, or is notified by any governmental or regulatory authority or any private party, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower will promptly take all necessary remedial actions in accordance with Environmental Law. Nothing in this Security Instrument will create any obligation on Lender for an Environmental Cleanup. 25. Electronic Note Signed with Borrower's Electronic Signature. If the Note evidencing the debt for this Loan is electronic, Borrower acknowledges and represents to Lender that Borrower: (a) expressly consented and intended to sign the electronic Note using an Electronic Signature adopted by Borrower ("Borrower's Electronic Signature") instead of signing a paper Note with Borrower's written pen and ink signature; (b) did not withdraw Borrower's express consent to sign the electronic Note using Borrower's Electronic Signature; (c) understood that by signing the electronic Note using Borrower's Electronic Signature, Borrower promised to pay the debt evidenced by the electronic Note in accordance with its terms; and (d) signed the electronic Note with Borrower's Electronic Signature with the intent and understanding that by doing so, Borrower promised to pay the debt evidenced by the electronic Note in accordance with its terms. NON-UNIFORM COVENANTS. Borrower and Lender further covenant and agree as follows: 26. Acceleration; Remedies. (a) Notice of Default. Lender will give a notice of Default to Borrower as required by Applicable Law prior to acceleration following Borrower's Default, except that such notice of Default will not be sent when Lender exercises its right under Section 19 unless Applicable Law provides otherwise. The notice will specify, in addition to any other information required by Applicable Law: (i) the Default; (ii) the action required to cure the Default; (iii) a date, not less than 35 days (or as otherwise specified by Applicable Law) from the date the notice is given to Borrower, by which the Default must be cured; (iv) that failure to cure the Default on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument and sale of the Property; (v) Borrower's right to reinstate after acceleration; (vi) Borrower's right to bring a court action to deny the existence of a Default or to assert any other defense of Borrower to acceleration and sale; and (vii) any other information required by Applicable Law. (b) Acceleration; Power of Sale; Expenses. If the Default is not cured on or before the date specified in the notice, Lender may require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and any other remedies permitted by Applicable Law. Lender will be entitled to collect all costs and expenses incurred in pursuing the remedies provided in this Section 26, including, but not limited to: (i) reasonable attorneys' fees and costs; (ii) property inspection and valuation fees; and (iii) other fees incurred to protect Lender's interest in the Property and/or rights under this Security Instrument. (c) Notice of Sale; Sale of Property. If Lender invokes the power of sale, Lender will give notice, in the manner required by Applicable Law, to Borrower and the other required recipients. Lender will also publish the notice of sale, and the Property will be sold, as prescribed by Applicable Law. Lender or its designee may purchase the Property at any sale. The proceeds of the sale will be applied in the manner prescribed by Applicable Law. 27. Release. Upon payment of all sums secured by this Security Instrument, Lender will release this Security Instrument. Borrower will pay any recordation costs associated with such release unless Applicable Law provides otherwise. Lender may charge Borrower a fee for releasing this Security Instrument, but only if the fee is paid to a third party for services rendered and the charging of the fee is permitted under Applicable Law. 28. Waiver of Appraisalment. Appraisalment of the Property is waived or not waived at Lender's option, which will be exercised before or at the time judgment is entered in any foreclosure. 29. Assumption Fee. If there is an assumption of this Loan, Lender may charge an assumption fee of U.S. $ N/A. 30. Notice of Power of Sale. A power of sale has been granted in this Security Instrument. A power of sale may allow Lender to take the Property and sell it without going to court in a foreclosure action upon Default by Borrower under this Security Instrument. BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in this Security Instrument and in any Rider signed by Borrower and recorded with it. Witness: -Witness JACQUELINE SHORES -Borrower Witness (Seal) -Borrower Acknowledgment State of Oklahoma County of Tulsa This instrument was acknowledged before me on April 19, 2024 by JACQUELINE SHORES, a single woman. (name(s) of person(s)) (Signature of notarial officer) Lisa A Evans Title (and Rank) My commission expires: 1/27/2028 My commission # 99019241 Loan originator (Organization): MAPLEMARK BANK; NMLS #: [REDACTED] Loan originator (Individual): GUYLENE DOOMAN; NMLS #: [REDACTED] EXHIBIT B ASSIGNMENT OF NOTE, MORTGAGE AND LOAN DOCUMENTS MAPLEMARK BANK, (the "Assignor"), for and in consideration of Two Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has granted, bargained, sold, assigned, transferred and set over, and by these presents does grant, bargain, sell, assign, transfer and set over unto TULSA HABITAT FOR HUMANITY, INC., an Oklahoma non-profit corporation (the "Assignee"), the following (as any of them has been modified, collectively the "Loan Documents"): A. that certain Promissory Note dated April 19, 2024, in the original principal amount of $169,260.00 (the "Note"), by Jaqueline Shoves (the "Borrower") in favor of Assignor; B. that certain Purchase Money Mortgage (the "Mortgage") dated effective April 19, 2024, and executed by Borrower in favor of Assignor, filed of record in the office of the County Clerk of Tulsa County, Oklahoma, on April, 23, 2024, and recorded as Document Number 2024030173, acknowledging that certain property described as LOT FOURTEEN (14), BLOCK ONE (1), BUENA VISTA ADDITION, A SUBDIVISION IN THE CITY OF TULSA, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE RECORDED PLAT THEREOF hereto, together with all improvements thereon and appurtenances thereto, and other property described in the Mortgage (the "Property"); C. Any and all financing statements showing Borrower as debtor and Assignor as secured party. D. any and all other documents evidencing or securing the indebtedness evidenced by the Promissory Note; and E. any and all other loan agreements, mortgages, guaranty agreements, financing statements and all other loan documents and any title policies, surveys, appraisals and reports and all other documents and instruments in possession of Assignor or within Assignor's control relating to or arising out of the loan transaction evidenced by the foregoing. This Assignment of Note, Mortgage and Loan Documents is without recourse, representation, or warranty, except for the warranty that Assignor is the legal and equitable owner and holder of the Loan Documents and has full power and authority to sell and assign the same. EXECUTED this 11th day of February, 2025. MAPLEMARK BANK, /s/ [Signature] By: Janice Apilado Senior Vice President STATE OF TEXAS ) COUNTY OF DALLAS ) as. EXHIBIT C This instrument was acknowledged before me on the 1/4th day of February, 2013 by Tanice Apelado as Sr. President of MapleMark Bank. Lisa Clare Scott Notary Public My Commission Expires: 10/25/2016 EXHIBIT C City of Tulsa/ Grants Administration TULSA HABITAT FOR HUMANITY, INC. PROMISSORY NOTE HOME INVESTMENT PARTNERSHIPS PROGRAM Loan No. ________ Date: 4/19/2024 FOR VALUE RECEIVED, the undersigned (hereinafter called "Borrower," whether one or more persons) promise(s) to pay to the order of TULSA HABITAT FOR HUMANITY, INC. DB/A GREEN COUNTRY HABITAT FOR HUMANITY ("Noteholder"), the principal of $10000.00 with no interest from the date of this Note until paid in full. Principal shall be payable at 6235 E 13TH ST or such other place as the Noteholder may designate in the manner described below. Borrower acknowledges that this note evidences a loan made by Noteholder to Borrower to assist Borrower in financing the purchase of Borrower's residence from funds made available under the HOME Investment Partnerships Program, as described in Title II, the Cranston-Gonzales National Affordable Housing Act, Public Law No. 101-625, 104 Stat. 4079 (1990), and the rules and regulations promulgated thereunder, including 24 C.F.R. Part 82, and requirements of the Noteholder and the City of Tulsa (the "HOME Investment Partnerships Program"). The indebtedness evidenced by this Note is secured by a Second Real Estate Mortgage having the same date as this Note (the "Mortgage") covering the residence being purchased by Borrower (the "Property"). Reference is made to the Mortgage for all pertinent purposes. If Borrower complies with all of the obligations, covenants and agreements herein and in the Mortgage, the principal balance under this Note shall be reduced yearly, on each anniversary date of the Affordability Period, as defined in Affidavit of Homebuyer, attached hereto as Attachment 1 & incorporated herein by this reference, by an amount equal to one-fifth (1/5) of the original principal amount of the Note, until paid in full, except as hereinafter provided. The Affordability Period, for purposes of this Note and all related loan documents, commences 80 days after the closing date of the Mortgage and continues for five years thereafter. Borrower acknowledges that a Default will occur under this Note, if at any time prior to the conclusion of the Affordability Period one of the following events occurs: (i) the Noteholder discovers that the Borrower made any false statements to the Noteholder at the time the loan was made, including but not limited to those set forth in the Affidavit of Homebuyer, (ii) all or any part of the Property or any interest in it is sold or transferred and the Borrower is not a natural person, (iii) the Borrower fails to occupy the Property as the Borrower's principal residence, (iv) the Borrower rents the Property to others or uses the Property as an investment property house, or (v) the Borrower uses the Property as a recreational house or "second" home. If a Default occurs, Noteholder will require immediate payment in full in one lump sum of the entire principal amount under this Note. In addition, if any of the following events occur, then Noteholder may, at its option, require immediate payment in full in one lump sum of the entire principal amount under this Note; (I) the Borrower fails to keep any of its covenants and agreements set forth in this Note or in the Mortgage, (II) the Borrower modifies the terms of repayment of that certain purchase money mortgage loan in the original principal sum of Ten Thousand and 0/10 ($10000.00) dollars in favor of TULSA HABITAT FOR HUMANITY, INC., DB/A GREEN COUNTRY HABITAT FOR HUMANITY dated, 4/19/2024 (III) the Borrower fails to comply with any of the additional HOME Investment Partnerships Program requirements and affordability restrictions or (IV) any action is taken by a mortgage holder or a lien holder to foreclose said mortgage or lien as to the Property. If Noteholder exercises its option to require immediate repayment, Noteholder shall give Borrower notice of acceleration. The notice shall provide a period of not less than thirty (30) days from the date the notice is delivered or mailed within which the Borrower must pay all sums due under this Note and secured by the Mortgage. If Borrower fails to pay these sums prior to the expiration of this period, Borrower may invoke any remedies permitted by the Mortgage without further notice or demand on the Borrower. EXHIBIT D City of Tulsa Grants Administration In addition to this option to accelerate set forth above, if any payment under this Note is not paid when due and remains unpaid after a date specified by a notice to the Borrower, the Noteholder may proceed with any remedy available at law or in equity. The date specified shall not be less than thirty (30) days from the date such notice is mailed. If suit is brought to collect this Note, the Noteholder shall be entitled to collect reasonable attorney's fees where allowed by law. Notwithstanding anything to the contrary contained herein, if the Borrower's first mortgage is an FHA-insured mortgage, the Borrower is not liable for the Noteholder's costs and expense, including attorney fees, if the event of default results solely from Borrower's violation of a legal restriction on conveyance as defined by 24 C.F.R. § 203.41, such as an owner-occupancy restriction. Notwithstanding anything herein to the contrary, In the case of a voluntary or involuntary sale of the Property before the conclusion of the Affordability Period, Borrower is subject to the Recapture Guidelines and must pay the full amount due. Repayment of the full or outstanding amounts due under this Note not associated with a default of this Note as described above shall not relieve Borrower of the obligation to comply with the HOME Investment Partnerships Program requirements and affordability restrictions nor shall it shorten or waive the Affordability Period. Notwithstanding the foregoing, in the event of foreclosure or deed in lieu of foreclosure of the first mortgage on the Property or assignment of the first mortgage to the Property to the Secretary of the Housing and Urban Development Department, any provision herein or in any collateral agreement restricting the use of the Property or restricting Borrower's ability to sell the Property, shall automatically have no further force or effect on subsequent owners or purchasers of the Property. Any person, including his successors and assigns, (other than the Borrower or related entity or person to the Borrower) receiving title to the Property through a foreclosure or deed in lieu of foreclosure of a first mortgage shall receive title to the Property free and clear from such restrictions. The Secretary of the Housing and Urban Development Department when receiving title to the Property through an assignment of the first mortgage shall receive title to the Property free and clear from such restrictions. Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be governed and construed according to the law of the State of Oklahoma. If any term of this Mortgage is unenforceable under Oklahoma law, the unenforceable term shall be treated as a nullity only to the extent it is unenforceable, but all other terms of this Note shall remain in full force and effect. Any forbearance by the Noteholder in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy. All remedies provided by this Note are distinct and cumulative to any other right or remedy under this Note or afforded by law or equity, and may be exercised concurrently, independently or successively. Any notice to the Borrower provided for in this Note shall be given by mailing such notice by certified mail, return receipt requested, addressed to the Borrower at the Property address stated below or to such other address as the Borrower may designate by notice to the Noteholder. Any notice to the Noteholder shall be given by mailing such notice by certified mail, return receipt requested, to the Noteholder at the address stated in this Note or at such other address as may have been designated by notice to the Borrower. Noteholder reserves the right to assign, pledge, hypothecate, or otherwise dispose of this Note. Any subsequent noteholder shall not be subject to (and the Borrower expressly waives as against such subsequent noteholder) any defenses, set-offs, counterclaims or other objections to the payment of this Note. This Note shall be the joint and several obligations of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, legal representatives, devisees, successors and assigns. [Signature] EXHIBIT D Revised 04/28/22 City of Tulsa/Department of Grants Administration TULSA HABITAT FOR HUMANITY, INC. SOFT SECOND MORTGAGE KNOW ALL MEN BY THESE PRESENTS: THAT this Real Estate Mortgage is made, executed and delivered in Tulsa, Oklahoma, on this 19th day of April, 2014 by Jacqueline Shores, A single woman, hereinafter referred to as "Mortgagor", and Tulsa Habitat for Humanity, Inc. hereinafter referred to as "Mortgagee". Mortgagor has mortgaged, and hereby mortgages to, Mortgagees all the following described real estate and premises, situated in the City of Tulsa, County of Tulsa, in the State of Oklahoma, with all buildings and improvements thereon (or that may be erected thereon) and the appurtenances, hereditaments, and all other rights thereunto belonging, or in anyways now or hereafter appertaining, and the reversion or reversions, remainder, rents, issues and profits thereof, and all plumbing, heating and lighting fixtures, and all equipment now or hereafter attached to or used in connection therewith, said premises being more particularly bounded and described as follows, to-wit: Lot Fourteen (14), Block One (1), BUENA VIDA ADDITION, a Subdivision in the City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded Plat thereof. THIS MORTGAGE is given to secure the payment of a Promissory Note of the same date and executed contemporaneously with this Mortgage in the principal amount of Ten Thousand and 0/0 ($10,000.) dollars payable according to the terms of said Promissory Note, the terms of which are incorporated herein by this reference, and described as follows, to-wit: Self-amortizing, five year, zero percent interest loan with due on sale clause subject to recapture provisions and secured by a mortgage instrument. To encourage neighborhood stability, 1/5 of the loan is forgiven each year of occupancy on each anniversary date of the affordability period, which for purposes of this Mortgage and all related loan documents commences 90 days after the closing date of this Mortgage and ends five years thereafter. Mortgagor covenants that he/she is the owner in fee simple absolute title of the premises described above and that the premises are free and clear of all encumbrances with the exception of the first mortgage which the Mortgagor is executing simultaneously with the execution of this mortgage: that he/she has the right and authority to convey and encumber the same; that he/she will warrant and defend the same against unlawful claims of all persons whomsoever; and that he/she will pay taxes and assessments lawfully assessed on the premises when they become due. Mortgagor further covenants that he/she will use this property as his/her primary residence for the duration of the affordability period as defined in paragraph five of the Promissory Note. Mortgagor further warrants and covenants that he/she will keep and maintain in full force and effect sufficient policies of insurance insuring the improvements upon the real estate described herein against liability, fire and loss and such policies of insurance shall name Mortgagee herein as additional named insured and that proof of such insurance shall be given to Mortgagee. Mortgagor further warrants that Mortgagor will (1) maintain the premises in good condition and repair; (2) will not commit or suffer waste thereof; and (3) will comply with all laws ordinances, regulations, covenants, conditions, and restrictions affecting the premises, and will not suffer or permit any violation thereof. Community Title Services, LLC 3130 E 71st Tulsa, OK 74136 City of Tulsa/Department of Grants Administration The parties agree that if any default be made in the payment of the principal sum, or interest, if any due under the terms of the Promissory Note which this Mortgage secures, or upon the failure of the Mortgagor to use the property as his/her primary residence, pay any taxes or assessments due on the subject real property, or upon the failure of Mortgagor to keep and maintain in full force and effect sufficient policies of insurance insuring the improvements upon the real estate, the whole of the principal sum plus interest (if any) under said Note, shall be due and payable immediately and Mortgagees may, at their option, sell the subject real property pursuant of the requirements of the Oklahoma Power of Sale Mortgage Foreclosure Act (46 O.S., Section 40 et seq.), or proceed to foreclose this mortgage with or without appraisement as Mortgagee may elect at the time of judgment; and thereupon, or at any time during the existence of any such default, Mortgagee shall be entitled to enter into possession of the subject premises and to collect the rents, issues and profits thereof, accrued and to accrue, and apply the same to any indebtedness secured hereby, or if Mortgagee so elects, Mortgagee shall be entitled to the appointment of a receiver in any court of competent jurisdiction to collect such rents, issues and profits under the direction of the Court, notice of the exercise thereof being hereby waived. In the event of any such foreclosure, Mortgagor may bid at the sale and purchase the subject property if he/she is the highest bidder thereof. Notwithstanding anything herein to the contrary, in the event of foreclosure or deed in lieu of foreclosure of the first mortgage on the Property or assignment of the first mortgage on the Property to the Secretary of the Housing and Urban Development Department, any provision herein or in any collateral agreement restricting the use of the Property or restricting Borrower's ability to sell the Property, shall automatically have no further force or effect on subsequent owners or purchasers of the Property. Any person, including his successors and assigns (other than the Borrower or related entity or person to the Borrower) receiving title to the Property through a foreclosure or deed in lieu of foreclosure of a first mortgage shall receive title to the Property free and clear from such restrictions. The Secretary of the Housing and Urban Development Department when receiving title to the Property through an assignment of the first mortgage shall receive title to the Property free and clear from such restrictions. This Mortgage shall be governed and construed according to the law of the State of Oklahoma. If any term of this Mortgage is unenforceable under Oklahome law, the unenforceable term shall be treated as a nullity only to the extent it is unenforceable, but all other terms of this Mortgage shall remain in full force and effect. Mortgagee's rights and the agreements and obligations of Mortgagors under this Mortgage shall inure to the benefit of Mortgagee's successors, representatives and assignees. If this Mortgage is assigned, references to Mortgagee in this Mortgage will include Mortgagee's successors, representatives and assignees. Any forbearance by the Mortgagee in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy. All remedies provided by this Mortgage are distinct and cumulative to any other right or remedy under this Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively. In the event this Mortgage shall be foreclosed upon the default of the Mortgagor, there shall be added to any amounts otherwise due, all reasonable attorney's fees and other costs incurred in connection with the foreclosure. Notwithstanding anything to the contrary contained herein, if the Mortgagor's first mortgage is an FHA-insured mortgage, the Mortgagor is not liable for the Mortgagee's costs and expenses, including attorney fees, if the event of default results solely from Mortgagor's violation of a legal restriction on conveyance as defined by 24 C.F.R. section 203.41, such as an owner-occupancy restriction. City of Tulsa/Department of Grants Administration 19th April, 2024 Dated this 6 day of Jann, 2022. Jacqueline Shores Signature: STATE OF OKLAHOMA COUNTY OF Tulsa This instrument was acknowledged before me on 19th day of April, 2024 by ____________________________ and ____________________________ Jacqueline Shores, A Single Woman Notary Public My Commission Expires: 1/27/2028 NOTARY SEAL Jacqueline Shores Signature: STATE OF OKLAHOMA COUNTY OF TULSA This instrument was acknowledged before me on _____ by ____________________________ Notary Public My Commission Expires: ____________________ NOTARY SEAL Dated this ____day of ____________, 20____. Mortgagee Name: Tulsa Habitat for Humanity, Inc. Signature: Pamela Fields COO STATE OF OKLAHOMA COUNTY OF TULSA This instrument was acknowledged before me on 4-19-2024 by Pamela Fields, who acknowledged to me that he/she is COO of Tulsa Habitat for Humanity with authority to bind said entity. Signature: Notary Public My Commission Number: 99019241 My Commission Expires: 1/27/2028 EXHIBIT E City of Tulsa/ Grants Administration TULSA HABITAT FOR HUMANITY, INC. PROMISSORY NOTE HOME INVESTMENT PARTNERSHIPS PROGRAM Loan No. Date: 4/19/2024 FOR VALUE RECEIVED, the undersigned (hereinafter called "Borrower," whether one or more persons) promise(s) to pay to the order of TULSA HABITAT FOR HUMANITY, INC. DB/A GREEN COUNTRY HABITAT FOR HUMANITY ("Noteholder"), the principal of $10000.00 with no interest from the date of this Note until paid in full. Principal shall be payable at 6235 E 13TH ST or such other place as the Noteholder may designate in the manner described below. Borrower acknowledges that this note evidences a loan made by Noteholder to Borrower to assist Borrower in financing the purchase of Borrower's residence from funds made available under the HOME Investment Partnerships Program, as described in Title II, the Cranston-Gonzales National Affordable Housing Act, Public Law No. 101-625, 104 Stat. 4079 (1990), and the rules and regulations promulgated thereunder, including 24 C.F.R. Part 92, and requirements of the Noteholder and the City of Tulsa (the "HOME Investment Partnerships Program"). The Indebtedness evidenced by this Note is secured by a Second Real Estate Mortgage having the same date as this Note (the "Mortgage") covering the residence being purchased by Borrower (the "Property"). Reference is made to the Mortgage for all pertinent purposes. If Borrower complies with all of the obligations, covenants and agreements herein and in the Mortgage, the principal balance under this Note shall be reduced yearly, on each anniversary date of the Affordability Period, as defined in Affidavit of Homebuyer, attached hereto as Attachment 1 & incorporated herein by this reference, by an amount equal to one-fifth (1/5) of the original principal amount of the Note, until paid in full, except as hereinafter provided. The Affordability Period, for purposes of this Note and all related loan documents, commences 90 days after the closing date of the Mortgage and continues for five years thereafter. Borrower acknowledges that a Default will occur under this Note, if at any time prior to the conclusion of the Affordability Period one of the following events occurs: (i) the Noteholder discovers that the Borrower made any false statements to the Noteholder at the time the loan was made, including but not limited to those set forth in the Affidavit of Homebuyer, (ii) all or any part of the Property or any interest in it is sold or transferred and the Borrower is not a natural person, (iii) the Borrower fails to occupy the Property as the Borrower's principal residence, (iv) the Borrower rents the Property to others or uses the Property as an investment property house, or (v) the Borrower uses the Property as a recreational house or "second" home". If a Default occurs, Noteholder will require immediate payment in full in one lump sum of the entire principal amount under this Note. In addition, if any of the following events occur, then Noteholder may, at its option, require immediate payment in full in one lump sum of the entire principal amount under this Note: (i) the Borrower fails to keep any of its covenants and agreements set forth in this Note or in the Mortgage, (ii) the Borrower modifies the terms of repayment of that certain purchase money mortgage loan in the original principal sum of Ten Thousand and 00 ($10000.00) dollars In favor of TULSA HABITAT FOR HUMANITY, INC., DB/A GREEN COUNTRY HABITAT FOR HUMANITY dated, 4/18/2024 (iii) the Borrower fails to comply with any of the additional HOME Investment Partnerships Program requirements and affordability restrictions or (iv) any action is taken by a mortgage holder or a lien holder to foreclose said mortgage or lien as to the Property. If Noteholder exercises its option to require immediate repayment, Noteholder shall give Borrower notice of acceleration. The notice shall provide a period of not less than thirty (30) days from the date the notice is delivered or mailed within which the Borrower must pay all sums due under this Note and secured by the Mortgage. If Borrower fails to pay these sums prior to the expiration of this period, Borrower may invoke any remedies permitted by the Mortgage without further notice or demand on the Borrower. City of Tulsa/Grants Administration In addition to this option to accelerate set forth above, if any payment under this Note is not paid when due and remains unpaid after a date specified by a notice to the Borrower, the Noteholder may proceed with any remedy available at law or in equity. The date specified shall not be less than thirty (30) days from the date such notice is mailed. If suit is brought to collect this Note, the Noteholder shall be entitled to collect reasonable attorney's fees where allowed by law. Notwithstanding anything to the contrary contained herein, if the Borrower's first mortgage is an FHA-insured mortgage, the Borrower is not liable for the Noteholder's costs and expense, including attorney fees, if the event of default results solely from Borrower's violation of a legal restriction on conveyance as defined by 24 C.F.R. § 203.41, such as an owner-occupancy restriction. Notwithstanding anything herein to the contrary, in the case of a voluntary or involuntary sale of the Property before the conclusion of the Affordability Period, Borrower is subject to the Recapture Guidelines and must pay the full amount due. Repayment of the full or outstanding amounts due under this Note not associated with a default of this Note as described above shall not relieve Borrower of the obligation to comply with the HOME Investment Partnerships Program requirements and affordability restrictions nor shall it shorten or waive the Affordability Period. Notwithstanding the foregoing, in the event of foreclosure or deed in lieu of foreclosure of the first mortgage on the Property or assignment of the first mortgage on the Property to the Secretary of the Housing and Urban Development Department, any provision herein or in any collateral agreement restricting the use of the Property or restricting Borrower's ability to sell the Property, shall automatically have no further force or effect on subsequent owners or purchasers of the Property. Any person, including his successors and assigns, (other than the Borrower or related entity or person to the Borrower) receiving title to the Property through a foreclosure or deed in lieu of foreclosure of a first mortgage shall receive title to the Property free and clear from such restrictions. The Secretary of the Housing and Urban Development Department when receiving title to the Property through an assignment of the first mortgage shall receive title to the Property free and clear from such restrictions. Presentiment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be governed and construed according to the law of the State of Oklahoma. If any term of this Mortgage is unenforceable under Oklahoma law, the unenforceable term shall be treated as a nullity only to the extent it is unenforceable, but all other terms of this Note shall remain in full force and effect. Any forbearance by the Noteholder in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy. All remedies provided by this Note are distinct and cumulative to any other right or remedy under this Note or afforded by law or equity, and may be exercised concurrently, independently or successively. Any notice to the Borrower provided for in this Note shall be given by mailing such notice by certified mail, return receipt requested, addressed to the Borrower at the Property address stated below or to such other address as the Borrower may designate by notice to the Noteholder. Any notice to the Noteholder shall be given by mailing such notice by certified mail, return receipt requested, to the Noteholder at the address stated in this Note or at such other address as may have been designated by notice to the Borrower. Noteholder reserves the right to assign, pledge, hypothecate, or otherwise dispose of this Note. Any subsequent noteholder shall not be subject to (and the Borrower expressly waives as against such subsequent noteholder) any defenses, set-offs, counterclaims or other objections to the payment of this Note. This Note shall be the joint and several obligations of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, legal representatives, devisees, successors and assigns. EXHIBIT E Real Estate Retention Agreement This Real Estate Retention Agreement ("Retention Agreement") is made, entered into and effective on the date of its execution by the last of the parties hereto to execute the same. Borrower shall refer to Jacqueline Shores, a single woman. For and in consideration of receiving Two thousand one hundred forty-eight and 93/100's ($2,148.93) in down payment assistance / closing costs ("Assistance") from CAP Tulsa, with regard to the Property located at 8795 E. 3rd St S Tulsa, OK 74110, which is more fully described as follows: Lot Fourteen (14), Block One (1), BUENA VIDA ADDITION, a Subdivision in the City of Tulsa, Tulsa County, State of Oklahoma; according to the recorded Plat thereof. Borrower hereby agrees to maintain ownership of the Property for a period of five (5) years from the closing date for the purchase of the Property as evidenced by the Closing Disclosure. Borrower further agrees that: 1. The Assistance shall be forgiven in a pro rata share each year, for five (5) years; 2. CAP Tulsa is to be given immediate notice of any sale, transfer, assignment of title or deed, or refinancing of the property occurring before the end of the Retention Period (five years). 3. Should any of the above occur before the end of the Retention Period, Borrower shall repay CAP Tulsa the outstanding amount of Assistance not yet forgiven. If the property is refinanced, the property shall continue to be subject to this Retention Agreement. 4. In the case of a foreclosure, or transfer by deed-in-lieu of foreclosure, CAP Tulsa must be given notice of such events and the obligation to repay the Assistance shall terminate. 5. The Assistance provided by CAP Tulsa is a grant, subject to the Retention Period of five years. There is no obligation to repay this Assistance except as described above and there shall be no interest charged on this Assistance. 6. Borrower agrees to promptly record this Retention Agreement with Tulsa County. Borrower: Signature: Jacqueline Shores Printed Name: Jacqueline Shores Date: 4-19-24 STATE OF Oklahoma COUNTY OF Tulsa The foregoing instrument was acknowledged before me on this 19th day of April, 2024, by Jacqueline Shores, a single woman. Lisa A Evans Typed / Printed Name My Commission Expires: 1/27/2028 Real Estate Retention Agreement Affordable Housing Trust Fund This Real Estate Retention Agreement ("Retention Agreement") is made, entered into, and effective on the date of its execution by the last of the parties hereto to execute the same. Borrower shall refer to Jacqueline Shores, a single woman. For and in consideration of receiving Ten Thousand $0/100's — ($10,000.00) in down payment assistance / closing costs ("Assistance") from The Affordable Housing Trust Fund, with regard to the Property located at 8795 E. 3rd St Tulsa, OK 74112, which is more fully described as follows: Lot Fourteen (14), Block One (1), BUENA VIDA ADDITION, a Subdivision in the City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded Plat thereof. Borrower hereby agrees to maintain ownership of the Property for a period of five (5) years from the closing date for the purchase of the Property as evidenced by the Closing Disclosure. Borrower further agrees that: 1. The Assistance shall be forgiven in a pro rata share each year, for five (5) years. 2. The Affordable Housing Trust Fund is to be given immediate notice of any sale, transfer, assignment of title or deed, or refinancing of the property occurring before the end of the Retention Period (five years). 3. Should any of the above occur before the end of the Retention Period, Borrower shall repay The Affordable Housing Trust Fund the outstanding amount of Assistance not yet forgiven. If the property is refinanced, the property shall continue to be subject to this Retention Agreement. 4. In the case of a foreclosure, or transfer by deed-in-lieu of foreclosure, The Affordable Housing Trust Fund must be given notice of such events and the obligation to repay the Assistance shall terminate. 5. The Assistance provided by The Affordable Housing Trust Fund is a grant, subject to the Retention Period of five years. There is no obligation to repay this Assistance except as described above and there shall be no interest charged on this Assistance. 6. Borrower agrees to promptly record this Retention Agreement with Tulsa County. EXHIBIT G Doc #:2024038176 Page 2 of 2 Borrower: Signature: [signature] Printed Name: Jacqueline Shores Date: 4-19-24 Borrower: Signature: _______________________ Printed Name: ____________________ Date: ___________________________ STATE OF Oklahoma COUNTY OF Tulsa The foregoing instrument was acknowledged before me on this 19th day of April, 2024 by Jacqueline Shores. [signature] Signature (Notary Public) Lisa A Evans Typed / Printed Name My Commission Expires: 1/27/2028 EXHIBIT G REAL ESTATE RETENTION AGREEMENT This Real Estate Retention Agreement (the "Agreement") is made, entered into and effective on the date of its execution by the last of the parties hereto to execute the same (the "Effective Date"). Project type: ✔ AHP/Owned-Occupied, Homeownership Set-Aside Program (HSP); or HSP+ ☐ Homeownership Possibilities Expanded (HOPE) For purposes of this Agreement, the following terms shall have the meanings set forth in this document: "FHLBank" shall refer to Federal Home Loan Bank of Topeka, located at 500 SW Whitmire; Topeka, KS 66608. "Member" shall refer to Regent Bank: ____________________________ (FHLBank's Member), located at 7139 S. Yale Ave Tulsa, OK 74136. "Borrower(s)" shall refer to Jacqueline Shores, a single person For and in consideration of receiving direct subsidy funds in this amount: Twenty Eight Thousand, Two Hundred Forty dollars and 00/100's _________ Dollars. ($28,240.00) (the "Subsidy") under the Affordable Housing Program (the "AHP"), in accordance with 12 U.S.C. 1430j, 12 CFR Part 1291, the AHF Implementation Plan, and Community Support Program and Targeted Landing Plan (the "Rules"), with respect for certain real property located at 8795 E. 3rd St. S., _______________________________, in the City/Town of Tulsa, State of OK ____________, ZIP Code of 74112. which is more fully described as follows: Lot Fourteen (14), Block One (1), BUENA VIDA ADDITION, a Subdivision In the City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded Plat thereof. (or as attached hereto as Exhibit A and made a part hereof) (the "Property"). Borrower hereby agrees to maintain ownership of the Property for a period of five years (60 months) (the "Retention Period") from the closing date for the purchase of the Property as evidenced by the closing disclosure. Borrower further agrees that: 1. FHLBank, at P.O. Box 376, Topeka, KS 66601-0176, Attention: Housing and Community Development, is to be given immediate written notice of any sale, transfer, assignment of title or deed, or refinancing of this Property occurring before the end of the Retention Period. 2. Any repayment of the Subsidy shall be made to FHLBank. 3. Repayment of AHP, HSP, and HPF. a. In the case of the sale, transfer, assignment of title or deed, or refinancing of the Property before the end of the Retention Period (including a transfer or assignment of the title or deed to another owner, subject to certain exceptions outlined herein), Borrower shall repay to FHLBank the amount of AHP subsidy calculated in accordance with subsection 3(b) below unless: (i) the Property was assisted with a permanent mortgage loan funded by an AHP-subsidized advance; (ii) the subsequent purchaser, transferee, or assignee is a low-, or moderate-income household, or proxy for such household, as defined in the AHP Implementation Plan (JP); (iii) the amount of the AHP subsidy that would be required to be repaid is $2,500 or less; or (iv) following a refinancing, the Property continues to be subject to a deed restriction or other legally enforceable retention agreement or mechanism as required by the Rules. b. In the case of a sale, transfer, assignment of title or deed, or refinancing of the Property before the end of the Retention Period, the amount of AHP subsidy the Borrower is required to repay shall be the lesser of: The AHP subsidy reduced on a pro rata basis per month until the unit is sold, transferred, or its title or deed transferred, or is refinanced, during the AHP five-year retention period; or (ii) Any Net Proceeds, as defined in the AHP JP, from the sale, transfer, or assignment of title or deed of the unit, or the refinancing, as applicable, minus the AHP-assisted Household's Investment, as defined in the AHP JP. c. In the case of a foreclosure, transfer-by deed-in-lieu of foreclosure, or assignment of a Federal Housing Administration first mortgage to the Secretary of HUD, FHLBank must be given notice of such events, and the obligation to repay the direct Subsidy to FHLBank shall terminate upon the final settlement or disposition of the foreclosure, transfer by deed-in-lieu of foreclosure, or assignment, or death of the Borrower. Upon the death of Borrower, this Agreement terminates and there is no obligation to repay the Subsidy. 4. Repayment of HOPE Subsidy. a. In the case of sale, transfer, assignment of title or deed, or refinancing of the unit-by a household during the retention period, the household is required to repay the HOPE subsidy, reduced on a pro rate per month basis until the unit is sold, transferred, or its title or deed transferred, or is refinanced, during the HSP five-year retention period. 5. The Subsidy is provided to Borrower as a grant, subject to the Retention Period. There is no obligation to repay the Subsidy, except as described in this Agreement, and there shall be no interest charged on this Subsidy. 6. Borrower agrees to properly record this Agreement with respect to the Property at Borrower's expense. 7. Upon request and satisfaction of the terms required by this Agreement, FHLBank agrees to release this Agreement without charging a processing fee. Borrower agrees to record the release of this Agreement at Borrower's expense. 8. Borrower waives the rights of presentment and notice of dishonor. Presentment means the right to require FHLBank to demand payment of amounts due. Notice of dishonor means the right to require FHLBank to give notice to other persons that amounts due have not been paid. 9. Borrower acknowledges FHLBank may request additional documentation to assist with finalizing any refinancing or disposition of the Property that occurs during the Retention Period. Borrower is advised to maintain documentation of the cost of any capital improvements made after the household's purchase of the unit until the time of the subsequent sale, transfer, assignment of title or deed, or refinancing; and the amount of principal on any mortgage senior to the AHP subsidy lien or other legally enforceable AHP subsidy repayment obligation repaid by the household. Borrower agrees to reasonably comply with any requests for additional documentation. 10. If any part of this Agreement is or shall be deemed violative of any applicable laws, rules or regulations, such legal invalidity shall not void this Agreement, or affect the remaining terms and provisions of this Agreement, and this Agreement shall be construed and interpreted to comport with all such laws, rules or regulations to the maximum extent possible. Borrower: Signature: [Signature] Printed Name: Jacqueline Shores Date: 7/26/2024 STATE OF Oklahoma ) COUNTY OF Tulsa ) The foregoing instrument was acknowledged before me on this 25 day of July, 2024, by Jacqueline Shores (Karyn Wettl) (Notary Public) Printed Name: Karyn Wettl Typed or Printed Name My Commission Expires: 7/23/2028 Exhibitors: Signature: ________________________________ Printed Name: ____________________________ Date: ______________________ My Commission Expires: Jul 23, 2018 KAYYN WETTL (seal) Notary Public - State of Oklahoma Commission Number: 20033675 My Commission Expires Jul 23, 2018 Revised: March 20, 2024