HARD MONEY PARTNER LLC v. REI INVESTMENTS, LLC

IN THE DISTRICT COURT WITHIN AND FOR TULSA COUNTY STATE OF OKLAHOMA HARD MONEY PARTNER LLC, Plaintiff, vs. REI INVESTMENTS, LLC; LANE REAL ESTATE, LLC; STEVE KELLY INDIVIDUALLY AND AS TRUSTEE OF THE AAA FAMILY REVOCABLE LIVING TRUST DATED SEPTEMBER 12, 2022; ERICA KELLY AS TRUSTEE OF THE AAA FAMILY REVOCABLE LIVING TRUST DATED SEPTEMBER 12, 2022; OCCUPANTS OF THE PREMISES, IF ANY Defendants. PETITION Comes now the Plaintiff and for its cause of action against the Defendant above named, alleges and states: 1. That the Plaintiff was at all times hereinafter mentioned, and now is, a Limited Liability Company, duly organized, existing and authorized to bring this action. That the defendant, REI Investments LLC, is claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the defendant, Lane Real Estate, LLC, may be claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the defendant, Steve Kelly Individually and as Trustee of the AAA Family Revocable Living Trust dated September 12, 2022, may be claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the defendant, Erica Kelly as Trustee of the AAA Family Revocable Living Trust dated September 12, 2022, may be claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the Plaintiff does not know, and with due diligence is unable to ascertain, the true and correct name(s) of the individual(s) occupying the real property, and therefore sues said individual(s) by the name(s) of Occupant(s) of the premises, whose true and correct name(s) are unknown to Plaintiff. That said individual(s) are made party defendant(s) herein to foreclose any right, title, or interest which they may have or claim to have in and to the real estate and premises herein sued upon by reason of their occupancy. 2. That the original maker(s), for a good and valuable consideration, made, executed and delivered to the Payee, a certain written purchase money promissory note; a true authoritative copy of said note is hereto attached, including evidence of control of the eNote with the Mortgage Electronic Registration Systems, Inc.'s e-registry in compliance with 12A O.S. § 1-9-105 (a) and (b), marked Exhibit "A" and made a part hereof by reference. 3. That as a part of the same transaction, and to secure the payment of the note above described and the indebtedness represented thereby, the owner(s) of the real estate hereinafter described, made, executed and delivered to the Payee of said note, a certain purchase money real estate mortgage in writing, and therein and thereby mortgaged and conveyed to said mortgagee the following described real estate situated in Tulsa County, State of Oklahoma, to-wit: LOT TWENTY (20), BLOCK EIGHT (8), EASTPARK, AN ADDITION TO THE CITY OF TULSA, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE RECORDED PLAT THEREOF.; with the buildings and improvements and the appurtenances, (including any modular, manufactured or mobile home located thereon) hereditaments and all other rights thereunto appertaining or belonging, and all fixtures then or thereafter attached or used in connection with said premises. That said mortgage was duly executed and acknowledged according to law, the mortgage tax duly paid thereon, and was filed in the office of the County Clerk of Tulsa County, Oklahoma, and therein recorded at December 29, 2025, Document No. 2025117459, a true and correct copy of said mortgage is attached hereto, marked Exhibit B, and made a part hereto by reference, which mortgage and the record thereof is incorporated herein by reference as provided by law. Together with all Modification Agreements entered into subsequent to the execution and recording of the mortgage herein sued upon, together with the Assignment of Rents and Lease recorded with the Tulsa County Clerk on December 29, 2025, in document No. 2025117460, which is incorporated herein by reference as provided by law. 4. That thereafter, for a good and valuable consideration, said note and mortgage were assigned and endorsed to the Plaintiff. That Plaintiff has complied with all of the terms, conditions precedent and provisions of said note and mortgage, and is duly empowered to bring this suit. 5. Said mortgage provides that in addition to and together with the monthly payments of principal and interest as provided in said note, the mortgagor(s) will pay on the first day of each month, installments of taxes, assessments and insurance premiums, if any, relating to said property and said mortgage, agreed to be paid on said note and mortgage by said makers thereof. 6. That said note and mortgage provide that if default be made in the payment of any of the monthly installments, or on failure or neglect to keep or perform any of the other conditions and covenants of the mortgage, that the entire principal sum and accrued interest, together with all other sums secured by said mortgage, shall at once become due and payable, at the option of the holder thereof, and the holder shall be entitled to foreclose said mortgage and recover the unpaid principal thereon and all expenditures of the mortgagee made thereunder, with interest thereon, and to have said premises sold and the proceeds applied to the payment of the indebtedness secured thereby, together with all legal and necessary expense and all costs. 7. That default has been made upon said note and mortgage in that the installments due February 1, 2026, and thereafter have not been paid. 8. That preliminary to the bringing of this action, and as a necessary expense thereof, this Plaintiff caused the abstract of title to be extended and certified to date at a cost of a reasonable amount for title search and examination expenses of a reasonable amount with interest per annum thereon, until paid. 9. That said note and mortgage provide that in case of a foreclosure of said mortgage and as often as any proceedings shall be taken to foreclose the same, the makers will pay an attorney's fee as therein provided, and that the same shall be a further charge and lien on said premises. 10. That after allowing all just credits there is due to Plaintiff on said note and mortgage the sum of $105,000.00, with 12.99% interest per annum thereon from January 1, 2026, until paid; said abstract expense of a reasonable amount with interest thereon, until paid; title search and examination expenses of a reasonable amount with interest per annum thereon, until paid; and a reasonable attorney's fee, and for all costs of this action; and for all charges due under the terms of the note and mortgage, and for such sums as may have been advanced since default on the indebtedness herein sued upon or may be hereafter advanced or incurred by Plaintiff through completion of this action, including taxes, recording fees, assessments, hazard insurance premiums, expenses reasonably necessary for the preservation of the subject property, or of the priority of Plaintiff's second mortgage lien, and further including costs, expenses and attorneys fees incurred in any bankruptcy instituted by any party defendant and all expenses, costs and attorneys fees of execution and sale, including poundage upon sale and that said amounts are secured by said mortgage and constitute a first, prior and superior lien upon the real estate and premises above described. 11. That said mortgage specifically provides that appraisement of said property is expressly waived or not waived at the option of the mortgagee. 12. Plaintiff further alleges as follows: (a) That there appears of record in the office of the County Clerk of Tulsa County, Oklahoma, a Notice of Fraud Transfer, executed and recorded by Steve Kelly, filed on December 17, 2025, in Document #2025114499, Police #2025-313613, fraud recorded in document #2025088351. (b) That there appears of record in the office of the County Clerk of Tulas County, Oklahoma, a certain mortgage from the defendant, REI Investments LLC, as mortgagor, unto the defendant, Lane Real Estate, LLC, as mortgagee, dated November 14, 2025, filed November 19, 2025, in Document No. 2025105443, in the original amount of $50,000.00. That said mortgage has been paid in full but that no release has been filed of record. That by virtue of said prior mortgage, the defendant, may be claiming some right, title, lien, estate, encumbrance, claim, assessment or interest in and to the real estate and premises involved herein adverse to the Plaintiff which constitutes a cloud upon the title of the Plaintiff, but that said defendant has no right, title, lien, estate, encumbrance, claim, assessment, or interest, either in law, or in equity, in and to the real property involved herein. That the defendants, REI Investments, LLC; Lane Real Estate, LLC; Steve Kelly Individually and as Trustee of the AAA Family Revocable Living Trust dated September 12, 2022; Erica Kelly, as Trustee of the AAA Family Revocable Living Trust dated September 12, 2022; Occupants of the Premises, if any, may be claiming some right, title, lien, estate, encumbrance, claim, assessment or interest in or to the real estate and premises involved herein adverse to the Plaintiff, which constitutes a cloud upon the title of Plaintiff, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendants, or any or either of them may have or claim to have, is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That said interest or claims arising by reason of the foregoing facts and circumstances, as well as any other right, title or interest which the defendants named herein, or any or either of them have or claim to have, in or to said real estate and premises is subsequent, junior and inferior to the mortgage and lien of the Plaintiff. 13. In accordance with the Fair Debt Collection Practices Act, Title 15 U.S.C.A. Sec.1692(g), if applicable, unless the person or entity responsible for the payment of the above debt, within thirty days after receipt of this notice, disputes the validity of the debt, or any portion thereof, the debt will be assumed to be valid; and if said person or entity notifies the undersigned attorney for Plaintiff in writing within said thirty day period that the debt, or any portion thereof, is disputed, said attorney will obtain verification of the debt and a copy of such verification will be mailed to said person or entity by the undersigned attorney for Plaintiff; and upon written request by you within the thirty day period, the undersigned attorney for Plaintiff will provide the name and address of the original creditor, if different from the current creditor. WHEREFORE, Plaintiff prays judgment against REI Investments, LLC, in the sum of $105,000.00, with 12.99% interest per annum thereon from January 1, 2026, until paid; abstract expense of a reasonable amount, with interest thereon, until paid; title search and examination expenses of a reasonable amount with interest per annum thereon, until paid; and a reasonable attorney's fee, and for all costs of this action; and for all charges due under the terms of the note and mortgage, and for such sums as may have been advanced since default on the indebtedness herein sued upon or may be hereafter advanced or incurred by Plaintiff through completion of this action, including taxes, recording fees, assessments, hazard insurance premiums, expenses reasonably necessary for the preservation of the subject property, or of the priority of Plaintiff's first mortgage lien, and further including costs, expenses and attorneys fees incurred in any bankruptcy instituted by any party defendant and all expenses, costs and attorneys fees of execution and sale, including poundage upon sale, on any judgment hereafter entered in this cause, including poundage upon sale, and for all costs of this action. And for a further judgment against all of the Defendants in and to this cause adjudging: That all of the Defendants herein 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; and That said mortgage be foreclosed and that the same be declared a valid first, prior and superior lien upon the real estate hereinbefore described, for and in the amounts above set forth, and ordering said real estate and premises sold, for cash, with or without appraisement, as the Plaintiff may elect at the time judgment is entered as provided in said mortgage and by law, subject to unpaid taxes, advancements by Plaintiff for taxes, insurance premiums, or expenses necessary for the preservation of the subject property, if any, to satisfy said judgment, and that the proceeds arising therefrom be applied to the payment of the costs herein, and the payments and satisfaction of the judgment, mortgage and lien of this Plaintiff, and that the surplus, if any, be paid into Court to abide the further order of the Court. That should the proceeds of sale be insufficient to pay the Plaintiff's judgment and upon application of Plaintiff and hearing, a deficiency judgment be awarded to Plaintiff against such Defendants as may be personally liable therefor, all as provided by law. That all right, title and interest of said Defendants, and each of them, if any, in and to said real estate, be adjudged subject, junior and inferior to the mortgage lien and judgment of this Plaintiff, and that upon confirmation of such 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 or to said premises, or any part thereof. That this Plaintiff have such other and further relief as may be just and equitable. Signed and dated this 21st, day of April, 2026. LAMON MOCK CUNNINGHAM & DAVIS, P.C. ATTORNEYS' LIEN CLAIMED. ________________________ Kelly M. Parker, OBA#22673 LAMON MOCK CUNNINGHAM & DAVIS, P.C. 5621 N. Classen Blvd. Oklahoma City, OK 73118 (405) 840-5900 Fax (405) 842-3132 [email protected] Attorney for Plaintiff (Original Borrower: REI INVESTMENTS, LLC; Property Address: 2911 South 131st East Avenue Tulsa, OK 74134) LENDER HARD MONEY PARTNER LLC 820 NW 13th Street Oklahoma City, Oklahoma 73106 BORROWER REI INVESTMENTS, LLC 21067 W Sunrise Lane Buckeye, AZ 85396 COMMERCIAL FLAT RATE PROMISSORY NOTE With Balloon Payment Oklahoma <table> <tr> <th>Interest Rate</th> <th>Principal</th> <th>Funding Date</th> <th>Maturity Date</th> <th>Loan Number</th> </tr> <tr> <td>12.99% Per Annum</td> <td>$105,000.00</td> <td>12/23/2025</td> <td>01/01/2027</td> <td>H-4064</td> </tr> </table> FOR VALUE RECEIVED, the undersigned Borrower(s), Maker(s) and/or Guarantor(s) (hereinafter the "Borrower") promises to pay HARD MONEY PARTNER LLC (hereinafter collectively referred to as the "Holder" or "Lender"), or order, at the address above, the principal sum of ONE HUNDRED FIVE THOUSAND and 00/100 DOLLARS ($105,000.00), together with interest from the above date at the interest rate of 12.99% per annum on the unpaid principal balance until paid. This Note has a default rate as outlined hereinbelow. The principal of this Note, plus accrued interest at the rate aforesaid, shall be due and payable as follows: a. Twelve (12) equal and consecutive interest only payments in the amount of ONE THOUSAND ONE HUNDRED THIRTY-SIX and 63/100 DOLLARS ($1,136.63), beginning on or before February 1, 2026 and continuing each and every month thereafter; and b. One (1) final balloon payment on or before January 1, 2027, at which time, unless sooner paid, the entire principal balance, together with accrued but unpaid interest thereon, and any costs, fees, premiums and expenses due under this Note, shall be due and payable ("Maturity Date"). 1. Application of Payments. All payments on this Note shall be made in lawful money of the United States of America and shall be applied first to any late charges and other fees, costs or charges provided for herein, all at the sole and absolute discretion of Lender, second to the payment of accrued but unpaid interest and the remainder to the reduction of principal. The Borrower shall make all payments when due, without set-offs of any nature. Any accrued interest remaining past due for 30 days or more shall be added to and become part of the unpaid principal balance and shall bear interest at the rate or rates specified in this Note, and any reference herein to "accrued interest" shall refer to accrued interest which has not become part of the unpaid principal balance. 2. Late Charge/Dishonored Check. There shall be a grace period of five (5) days for any payment due under this Note. The Borrower shall pay a late charge of 10% of the delinquent payment amount, or $50.00, whichever is greater, plus the cost and expenses incurred in collecting the delinquent amount, if such payment is received by Lender after the grace period. In the event any check given by Borrower to Lender as a payment on this Note is dishonored, or in the event there are insufficient funds in Borrower's designated account to cover any preauthorized monthly debit from Borrower's checking account, then, without limiting any other charges or remedies, Borrower shall pay to Lender a processing fee of $50.00 (but not more than the maximum amount allowed by law) for each such event. 3. Security. To secure the payment and performance of obligations incurred under this Note, this Note shall be secured by and subject to the terms of one or more of the following, all of which are dated the same date hereof: (a) a Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing (the "Security Instrument") from the Borrower which encumbers real property and improvements located at 2911 S 131st E Avenue, Tulsa, OK 74134; (b) an Unconditional and Continuing Guaranty Agreement from MARY MONAHAN CANDELARIO; and MC REAL ESTATE HOLDINGS LLC for the benefit of the Lender; and (c) other documents, affidavits, agreements and/or written instruments between Borrower, Guarantor and/or Lender related to this Note. All of the above referenced documents shall be collectively referred to as the "Security Documents." All of the terms, covenants, provisions, conditions, stipulations, promises and agreements contained in the Security Documents and/or any other documents related to this Note to be kept, observed and performed by the Borrower are hereby made a part of this Note and are incorporated herein by reference to the same extent and with the same force and effect as if they were fully set forth herein, and the Borrower promises and agrees to keep, observe and perform them, or cause them to be kept, observed and performed, strictly in accordance with the terms and provisions thereof, and the maturity hereof is subject to acceleration as therein set forth. Both this Note and the Security Documents are given in consideration of a loan of even date herewith in the amount of the principal sum by the Lender to the Borrower. In addition to any real or personal property described herein, Borrower grants Lender a security interest in all of Borrower's right, title and interest in all monies and instruments of Borrower that are now or in the future in Lender's custody or control. 4. Events of Default. An Event of Default will occur under this Note in the event that Borrower, any guarantor or any other third party pledging collateral to secure this Note: a. Fails to make any payment of principal and/or interest or any other sum due hereunder when the same is due pursuant to the terms of this Note; b. Makes an assignment for the benefit of creditors, or admits in writing of being unable to pay his/her/its debts as they become due, or files a petition in bankruptcy, or be adjudicated a bankrupt or insolvent, or files a petition seeking any arrangement, composition, readjustment or similar relief under any present or future statute, law or regulation, or files an answer admitting or not contesting the material allegations of a petition filed against him/her/it in any such proceeding, or seeks or consents to or acquiesces in the appointment of any trustee or receiver; c. Fails to perform or violates any obligations or covenants under the terms of this Note or any Security Documents or any other present or future written agreements regarding this Note or any other indebtedness or obligations between Borrower, guarantor or such third party and Lender; d. Defaults under the terms of any note, mortgage, security instrument, or any other loan documents or written agreements for any other loans secured by the property representing the collateral for this Note; e. Defaults under any document or instrument evidencing and/or securing any other indebtedness of Borrower, any Guarantor, or any affiliate of Borrower or any Guarantor, to Lender, subject to the expiration of any applicable grace or cure periods, if any. f. Sells or otherwise conveys any property which constitutes security or collateral for the payment of this Note without the prior written consent of the Lender and/or the destruction, loss or damage to such collateral in any material respect and/or the seizure, condemnation or confiscation of the collateral; g. Provides or causes to be provided any false or misleading signature or representation to be provided to Lender; h. Permits the entry of or has any type of garnishment, judgment, tax levy, attachment or lien issued, entered or served against him/her/them/it, or against any property being pledged as collateral for this Note or any other property of such Borrower, guarantor or third party; i. Dies, becomes legally incompetent, is dissolved or terminated, or ceases to operate its business; j. Fails to provide Lender evidence of satisfactory financial condition; Borrower's initials: MM EXHIBIT "A" PAGE 2 OF 11 PAGES k. Has a majority of its outstanding voting securities sold, transferred or conveyed to any person or entity other than any person or entity that has the majority ownership as of the date of the execution of this Note; l. Causes Lender to deem itself insecure due to a significant decline in the value of any real or personal property securing payment of this Note, or Lender, in good faith believes the prospect of payment or performance is impaired; m. Fails to keep an insurance policy in place on the subject property being used as collateral for this loan with Lender as the mortgagee and/or as the loss payee including its successor and/or assigns; or n. Fails to keep property taxes current on property used as security for this Note. 5. Rights of Lender On Event of Default. In the Event of Default as set forth herein, or in the event of the breach of any covenant or obligation contained in the herein referred to Security Instrument or the Security Documents on the part of the undersigned to be kept, observed or performed, the Lender, at its sole and absolute discretion, may exercise one or more of the following remedies without notice or demand (except as required by law): a. Declare the entire unpaid balance of principal of this Note, along with accrued and unpaid interest thereon and all other charges, costs and expenses, provided for herein and in the Security Documents immediately due and payable. Such acceleration shall be automatic and immediate if the Event of Default is a filing under the Bankruptcy Code; b. Collect the outstanding obligations of Borrower with or without judicial process; c. Cease making advances under this Note or any other agreement between Borrower and Lender; d. Take possession of any property used as collateral for this Note in any manner permitted by law; e. Require Borrower to deliver and make available to Lender any property used as collateral for this Note at a place reasonably convenient to Borrower and Lender; f. Sell, lease or otherwise dispose of any property used as collateral for this Note and collect any deficiency balance with or without resorting to legal process; g. Assume any and all mortgages in existence at the time of default on all property/collateral securing loans made to Borrower; h. Set-off Borrower's obligations against any amounts due to Borrower including, but not limited to, monies and instruments, maintained with Lender; and i. Exercise all other rights available to Lender under any other written agreement or applicable law. Immediately upon the occurrence of an Event of Default, the unpaid principal balance (including all accrued and unpaid interest made part of the principal balance as set forth herein) shall bear interest at the "Default Rate" set forth in this Note, and shall continue to bear interest at the Default Rate until and including the date on which all amounts due under this Note are paid in full. Any regularly scheduled monthly installment of interest that is received by Lender before the date it is due shall be deemed to have been received on the due date solely for the purpose of calculating interest due. Interest under this Note shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Furthermore, if payment on this Note is stayed or suspended under any proceeding pursuant to the United States Bankruptcy Code, or any other bankruptcy or insolvency proceeding, the interest on this Note shall continue to accrue between the time of the filing of the bankruptcy/insolvency petition/proceeding and approval of any Bankruptcy/Insolvency Plan. Borrower shall make all payments of principal and interest under this Note without relief from valuation and appraisement laws. Lender may, in Lender's sole and absolute discretion, agree to reinstate this Note after this Note has been accelerated, but is not obligated to do so. If Lender agrees to reinstate this Note, then in addition to any other amounts (including but not limited to default interest, fees, costs and expenses), Borrower agrees to pay a reinstatement fee ("Reinstatement Fee") equal to Ten Percent (10%) of the then outstanding unpaid principal balance of the Note. The calculation of such Reinstatement Fee shall be made without regard to any escrows or reserves held by Lender pursuant to any documents or agreements related to this Note. Lender's remedies in this Section are in addition to any available at common law and nothing in this Section shall impair any right which the Lender has under this Note, or at law or in equity, to accelerate the debt on the occurrence of any other Event of Default, whether or not relating to this Note. Lender's rights or remedies as provided in this Note shall be cumulative and concurrent and may be pursued singly, successively, or together against Borrower or any guarantor or third party (without first having to proceed against Borrower), at Lender's sole and absolute discretion. Borrower shall pay to Lender on Lender's demand the amount of all expenses incurred by Lender (a) in enforcing its rights under this Note, or (b) as the result of a default by Borrower under this Note, including but not limited to the cost of collecting any amount owed hereunder, and any reasonable attorney's fees. The failure by Lender to exercise any of its options contained herein shall not constitute a waiver of the right to exercise such option in the event of any subsequent default. 6. Costs and Expenses. To the extent permitted by law, Borrower agrees to pay any and all reasonable fees and costs, including, but not limited to, fees and costs of attorneys and other agents (including without limitation paralegals, clerks and consultants), whether or not such attorney or agent is an employee of Lender, which are incurred by Lender in collecting any amount due or enforcing any right or remedy under this Note, whether or not suit is brought, including, but not limited to, all fees and costs incurred on appeal, in bankruptcy, and for post-judgment collection actions. Said collection fees shall be in the minimum amount of 15% of the amount of the judgment as collected (or, if collected without judgment, a minimum fee of 15% of the amount collected), which attorney's fee shall not be diminished by any other fees, costs or damages, but in no event shall the attorney's fees be less than $3,000.00. 7. Extensions. The Borrower shall remain liable for the payment of this Note, including interest, notwithstanding any extension or extensions of time of payment or any indulgence of any kind or nature that the Lender may grant or permit any subsequent owner of the encumbered property, whether with or without notice to the Borrower and the Borrower hereby expressly waives such notice. 8. Intentionally omitted. 9. Forbearance. The Lender shall not by any act or omission to act be deemed to waive any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and then only to the extent specifically set forth therein. A waiver on one occasion shall not be construed as continuing or as a bar to or waiver of such right or remedy on any other occasion. All remedies conferred upon the Lender by this Note or any other instrument or agreement connected herewith or related hereto shall be cumulative and none is exclusive, and such remedies may be exercised concurrently or consecutively at the Lender's option. 10. Modification and Waiver. Borrower and/or every person at any time liable for the payment of the debt evidenced hereby, waives the exercise of all exemption rights which it holds at law or in equity concerning to the debt evidenced by this Note whether under state constitution, homestead laws or otherwise. Borrower and any endorsers or guarantors hereof severally waive valuation and appraisement, presentment and demand for payment, notice of intent to accelerate maturity, notice of acceleration of maturity, protest or notice of protest and nonpayment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereof, and trial by jury in any litigation arising out of, relating to, or connected with this Note or any instrument given as security herefor. Additionally, neither the Borrower nor Borrower's affiliates or family members shall have any right of subrogation, reimbursement or indemnity whatsoever and no right of recourse to or with respect to any assets or property of the Borrower or to any collateral which secures in whole or in part the indebtedness evidenced by this Note, unless and until all such indebtedness shall have been paid and the obligations hereunder and under the other Security Documents shall have been paid and performed in full, and if any party which constitutes the Borrower shall be deemed an "insider" (as that term is used in the Bankruptcy Code), then all rights of subrogation are waived. From time to time, without affecting Borrower's obligation to pay any sums due under this Note and perform Borrower's covenants herein, without affecting the obligations of any endorser hereto or guarantor hereof, without giving notice to or obtaining the consent of Borrower or any endorser hereto or guarantor hereof, and without liability on the part of the Holder, Holder may, acting it its sole and absolute discretion, extend the Maturity Date or any other time for payment of interest hereon and/or principal hereof, reduce the payments hereunder, release anyone liable under this Note accept a renewal of this Note, modify the terms and time of payment of this Note, join in any extension or subordination or exercise any option or election hereunder, modify the rate of interest or period of amortization or principal due date of this Note, or exercise any option or election hereunder. No one or more such actions shall constitute a novation. 11. Voluntary and Involuntary Prepayments. Any prepayment shall be made under this Note as provided below: a. Borrower may voluntarily make a full prepayment of this Note on a Business Day ("Full Prepayment"). Such Full Prepayment shall be made by paying (i) the full amount of unpaid principal balance of this Note, (ii) all accrued interest due Lender, (iii) all other fees, costs, expenses or other sums due Lender at the time of such Full Prepayment, and (iv) the prepayment premium calculated pursuant to Section 11(e) of this Note ("Prepayment Premium"). b. Borrower may not voluntarily make less than a Full Prepayment of this Note (a "Partial Prepayment") without prior written approval by Lender. A permitted or approved Partial Prepayment shall neither diminish the amount of the Prepayment Premium or Borrower's obligation to pay same, nor extend or postpone the due date of any subsequent monthly installments or change the amount of such installments, unless Lender agrees otherwise in writing. c. Upon Lender's exercise of any right of acceleration under this Note, Borrower shall pay to Lender, in addition to all other sums due Lender, the Prepayment Premium. Any application by Lender of any proceeds of collateral or other security to the repayment of any portion of the unpaid principal balance of this Note prior to the Maturity Date and in the absence of acceleration shall be deemed to be a Partial Prepayment by Borrower, requiring the payment to Lender of the Prepayment Premium. d. Borrower recognizes that any Full Prepayment or Partial Prepayment, whether voluntary or involuntary, or whether resulting from a default by Borrower, will result in Lender's incurring loss, including reinvestment loss, additional expense and frustration or impairment of Lender's ability to meet its commitments to third parties. Borrower agrees to pay to Lender damages for the detriment caused by any prepayment, and agrees that it is extremely difficult and impractical to ascertain the extent of such damages. Borrower therefore acknowledges and agrees that the formula for calculating the Prepayment Premium herein represents a reasonable estimate of the damages Lender will incur because of a prepayment. Borrower further acknowledges that the prepayment premium provisions of this Note are a material part of the consideration for Lender providing a loan to Borrower, and acknowledges that the terms of this Note are in other respects more favorable to Borrower as a result of the Borrower's voluntary agreement to the prepayment premium provisions. e. Any Prepayment Premium payable under this Section 11 shall be computed as follows: i. If the prepayment is made between the date of the initial funding of the loan evidenced by this Note and March 31, 2026 (the "Prepayment Premium Period"), the Prepayment Premium shall be the interest at the Note rate herein that would be earned on the full Note amount for balance of the Prepayment Premium Period. ii. If the prepayment is made after the expiration of the Prepayment Premium Period, there shall be no Prepayment Premium due. iii. If the prepayment is made as a result of the application of any insurance proceeds or condemnation award, there shall be no Prepayment Premium due. 12. Default Rate. Upon the occurrence of an Event of Default, interest under this Note shall accrue on the unpaid principal balance from the earlier of the due date of the first unpaid monthly Installment or the occurrence of such Event of Default, as applicable, at a rate (the "Default Rate") equal to the lesser of 11.01 percentage points above the rate stated in the first paragraph of this Note or the maximum interest rate which may be collected from Borrower under applicable law. If the unpaid principal balance and all accrued interest are not paid in full on the Maturity Date, the unpaid principal balance and all accrued interest shall bear Interest from the Maturity Date at the Default Rate. Borrower acknowledges that (a) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan, (b) during the time that any monthly installment under this Note is delinquent for thirty (30) days or more, Lender will incur additional costs and expenses arising from its loss of the use of the money due and from the adverse impact on Lender's ability to meet its other obligations and to take advantage of other investment opportunities; and (c) it is extremely difficult and impractical to determine those additional costs and expenses. Borrower also acknowledges that, during the time that any monthly installment under this Note is delinquent for thirty (30) days or more or any other Event of Default has occurred and is continuing, Lender's risk of nonpayment of this Note will be materially increased and Lender is entitled to be compensated for such increased risk. Borrower agrees that the increase in the rate of interest payable under this Note to the Default Rate represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional costs and expenses Lender will incur by reason of the Borrower's delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquent loan. During any period that the Default Rate is in effect the additional interest accruing over and above the rate stated in the first paragraph of this Note shall be immediately due and payable in addition to the regularly scheduled principal and interest payments. Lender shall impose the Default Rate without any notice requirement to Borrower, guarantor or any third party pledging collateral as security for this Note. 13. Loan Charges/Maximum Rate Permitted By Law. Neither this Note nor any of the other Security Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate greater than the maximum interest rate permitted to be charged under applicable law. If any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower in connection with this Note is interpreted so that any interest or other charge provided for in any Security Document, whether considered separately or together with other charges provided for in any other Security Document, violates that law, and Borrower is entitled to the benefit of that law, that interest or charge is hereby reduced to the extent necessary to eliminate that violation. The amounts, if any, previously paid to Lender in excess of the permitted amounts shall be applied by Lender to reduce the unpaid principal balance of this Note. For the purpose of determining whether any applicable law limiting the amount of interest or other charges permitted to be collected from Borrower has been violated, all Indebtedness that constitutes interest, as well as all other charges made in connection with the indebtedness that constitute interest, shall be deemed to be allocated and spread ratably over the stated term of the Note. Unless otherwise required by applicable law, such allocation and spreading shall be effected in such a manner that the rate of interest so computed is uniform throughout the stated term of the Note. If Lender reasonably determines that the interest rate (together with all other charges or payments that may be deemed interest) stipulated under this Note is or may be usurious or otherwise limited by law, the unpaid balance of this Note, with accrued interest at the highest rate permitted to be charged by stipulation in writing between Lender and Borrower, at the option of Lender, shall immediately become due and payable. 14. Waiver of Jury Trial. THE BORROWER WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF, OR IN ANY WAY PERTAINING TO, THIS NOTE OR ANY SECURITY DOCUMENTS OR ANY OTHER ACTIONS, CLAIMS, SUITS OR PROCEEDINGS WITH RESPECT TO OR ARISING FROM THIS NOTE. THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER, AND THE BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER WAIVES ANY RIGHT BORROWER MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THE LOAN AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS NOTE. 15. Notices/Service of Process. Any notice or other communication required, permitted or desirable under the terms of this Note shall be sufficiently given if (a) in writing, and (b) sent to each party at the addresses shown at the top of this Note (or in this Paragraph, as applicable), with copies of notices to Lender sent to the following address: Hard Money Partner LLC, 820 NW 13th Street, Oklahoma City, Oklahoma 73106. Further, any notice, demand, consent, approval, request or other communication or document to be given hereunder to a party hereto shall be deemed to have been given (i) on the 3rd business day after being sent as certified or registered mail in the United States mails, postage prepaid, return receipt requested, or (ii) on the next business day after being deposited (with instructions to deliver it on that business day) with a nationally recognized overnight courier service, with all charges prepaid, or (iii) on the same date of delivery on being sent by email to the email address(es) listed below, or (iv) on the same date of delivery on being given by hand (regardless of whether the party's receipt thereof is acknowledged in writing or whether the party refuses delivery) or other actual delivery to the party. Borrower(s) email address: [email protected] Lender's email address: [email protected] By signature hereon, the Borrower hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note and/or under the terms of the Security Documents by (a) mailing a copy thereof by certified mail, postage prepaid, return receipt requested, to them at the address at the top of this Note, and (b) serving a copy thereof upon the agent designated below and appointed by Borrower as Borrower's agent for service of process. Borrower irrevocably agrees that such service shall be deemed in every respect to be effective service of process upon Borrower in any such suit, action or proceeding. Nothing herein, however, shall in any way affect the right of Lender to serve process in any manner otherwise permitted by law and nothing in this Note will limit the right of the Lender otherwise to bring proceedings against the Borrower in a court or courts of appropriate jurisdiction. Borrower's Agent: MARY MONAHAN CANDELARIO Address of Agent: 21067 W Sunrise Lane Buckeye, AZ 85396 If no address or agent is named above, then Borrower's Agent will be deemed to be the individual executing this Note on behalf of the Borrower and Agent's address will be that listed at the top of this Note. 16. Entire Agreement/Severability. The terms and conditions of this Note together with the terms and conditions of the Security Instrument which are incorporated herein by reference as if set forth fully herein contain the entire understanding between the Borrower and Lender with respect the indebtedness evidenced hereby. Such understanding may not be modified, amended or terminated except in a written document duly executed by Borrower and Lender. In the event that any one or more of the provisions set forth in this Note is determined by law to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired hereby, and each provision in this Note shall be construed liberally in favor of Lender to the fullest extent of the law. 17. Joint and Several Liability/Credit Reporting. The liability of the undersigned, as well as any endorsers and/or guarantor(s), shall be both joint and several. This Note shall be binding upon the personal representatives, executors, heirs, successors and assign of Borrower. Information concerning this Note may be reported to credit reporting agencies and will be made available when requested by proper legal process. 18. Governing Law/Consent to Jurisdiction. BORROWER ACKNOWLEDGES AND AGREES THAT THIS NOTE SHALL BE DEEMED TO BE DELIVERED AND MADE IN THE STATE OF OKLAHOMA, AND THAT THE VALIDITY AND CONSTRUCTION OF THIS NOTE AND ALL MATTERS PERTAINING THERETO ARE TO BE DETERMINED ACCORDING TO THE LAWS OF THE STATE OF OKLAHOMA NOTWITHSTANDING THE FACT THAT IT MAY HAVE BEEN EXECUTED ELSEWHERE. UNLESS APPLICABLE LAW PROVIDES OTHERWISE, BORROWER IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF OKLAHOMA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING THIS NOTE. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT HE/SHE/THEY/AT MAY NOW OR HEREAFTER HAVE TO LAYINGT THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE BORROWER AND MAY BE ENFORCED IN ANY COURT TO THE JURISDICTION OF WHICH THE BORROWER IS SUBJECT, BY A SUIT UPON SUCH JUDGMENT, PROVIDED THAT SERVICE OF PROCESS IS EFFECTED UPON THE BORROWER IN A MANNER SPECIFIED IN THIS NOTE OR AS OTHERWISE PERMITTED BY APPLICABLE LAW. 19. Construction. As used herein, Person means a natural person, trustee, corporation, partnership, limited liability company or other legal entity, and all references made (a) in the neuter, masculine or feminine gender shall be deemed made in all genders, (b) in the singular or plural number shall also be deemed made in the plural or singular number, and (c) to any Section, subsection, paragraph or subparagraph shall, unless therein expressly indicated to the contrary, be deemed made to that part of the Note. The headings of those parts are provided only for convenience of reference, and shall not be considered in construing their contents. Each document referred to herein as being attached hereto as an exhibit or otherwise designated herein as an exhibit hereto shall be a part hereof. 20. Time of Essence. Time shall be of the essence of this Note but, other than as to payment of principal and/or interest as required herein, if the last day for Borrower to exercise a right or perform a duty hereunder is not a Business Day, Borrower shall have until the next Business Day to do so. For purposes of this Note, a "Business Day" means any day other than a Saturday, Sunday or Federal statutory holiday. 21. Assignment. Borrower agrees not to assign any of Borrower's rights, remedies or obligations described in this Note without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion. Borrower agrees that Lender is entitled to assign some or all of its rights and remedies described in this Note without notice to or the prior consent of Borrower. 22. Commercial Purpose. It is expressly stipulated, warranted and agreed that the loan evidenced by this Note (and documents related thereto) is a "commercial loan" under applicable State or Federal law including, but limited to, Section 1603(1) of Title 15 of the United States Code, and that all proceeds shall be used for business, commercial or investment purposes and expressly not for personal, family or household purposes. Borrower's Initials: MMHC BORROWER ACKNOWLEDGES THAT NONE OF THE BORROWER'S PRINCIPALS, EMPLOYEES, CONTRACTORS OR AGENTS OR THEIR RESPECTIVE FAMILY MEMBERS SHALL RESIDE IN THE PROPERTY USED AS COLLATERAL FOR THIS NOTE AND THAT SUCH PROPERTY SHALL IN NO WAY CONSTITUTE OWNER-OCCUPIED PROPERTY. RATHER, THE PROPERTY CONSTITUTES AN INVESTMENT PROPERTY AND THE LOAN EVIDENCED BY THIS NOTE IS A BUSINESS LOAN AND NOT A CONSUMER LOAN. 23. Extension. Intentionally omitted. 24. Intentionally Omitted. 25. Contingency Funds. Intentionally omitted. 26. Demand Feature. Intentionally omitted. 27. Consent To Relief From Automatic Stay. Borrower hereby agrees that if any of them shall (i) file with any bankruptcy court of competent jurisdiction or be the subject of any petition under Title 11 of the U.S. Code, as amended; (ii) be the subject of any order for relief issued under such Title 11 of the U.S. Code, as amended; (iii) file or be the subject of any petition seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or other relief for debtors; (iv) seek, consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator; (v) be the subject of any order, judgment or decree entered by any court of competent jurisdiction approving a petition filed against Borrower for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or relief for debtors, Lender shall thereupon be entitled to relief from any automatic stay imposed by Section 362 of Title 11 of the U.S. Code, as amended, or from any other stay or suspension of remedies imposed in any other manner with respect to the exercise of the rights and remedies otherwise available to Lender under this Note or the Security Documents, or any other documents related to this Note. 28. Financial Information. Borrower will at all times keep proper books of record and account in which full, true and correct entries shall be made in accordance with generally accepted accounting principles and will deliver to Lender, within ninety (90) days after written demand by Lender, a copy of Borrower's income tax returns as well as a copy of the annual financial statements of Borrower relating to the most recent fiscal year, such statement to include (i) the balance sheet of Borrower as at the end of such fiscal year (ii) the related income statement, statement of retained earnings and statement of cash flow of Borrower for such fiscal year, prepared by such certified public accountants as may be reasonably satisfactory to Lender. Borrower also agrees to deliver to Lender from time to time, upon written demand by Lender, such other financial information with respect to Borrower as Lender may request. 29. Broker, Servicer and Lender Indemnification. Hard Money Partner LLC is a commercial lender, loan servicer and loan broker and may be lending its own funds in providing the loan associated with this Note to Borrower, may be servicing the obligations of Borrower under this Note, may be brokering the loan associated with this Note to the Lender named herein, or engaging in all or more than one of the foregoing activities. Borrower understands that Borrower is paying for these broker and/or note servicing services and acknowledges that these services are valuable and any consideration paid for such services are reasonable. In consideration of Lender providing a loan and the funds under this Note to Borrower, and in consideration of Hard Money Partner LLC arranging for, lending and/or brokering the loan associated with this Note, and in consideration of Hard Money Partner LLC servicing this Note on behalf of all Lenders, and notwithstanding any other recourse available to Lender at law or in equity, the Borrower, and their affiliates and their respective employees, officers, directors and shareholders, do hereby agree to defend and save Hard Money Partner LLC and Lender harmless from and against any and all claims, counterclaims, cross-claims, actions, causes of action, suits, proceedings, judgments, damages, accounts, reckonings, executions, and liabilities whatsoever of every name and nature (including reasonable attorneys’ fees), whether known or unknown, whether or not well founded in fact or in law, and whether in law, at equity, or otherwise, incurred or sustained by Hard Money Partner LLC or Lender, involving, arising out of or relating to this Note, the Security Documents, other documents related to this Note or the loan associated with this Note, the property which is being used as collateral for this Note and/or the transaction contemplated hereby, whether before or after repayment and performance of the Indebtedness evidenced by this Note and the obligations of the Borrower under the Security Documents. The obligations of Borrower and the rights of Lender under this Note shall survive payment of said indebtedness and performance of said obligations and shall remain in full force and effect without termination. 30. Counterparts. This Agreement may be executed in any number of counterparts, each shall be considered an original for all purposes; provided, however, that all such counterparts shall constitute one and the same instrument. 31. Patriot Act Notification. Lender notifies Borrower, and Borrower acknowledges, that pursuant to the requirements of the Patriot Act (as defined in The U.S. Patriot Act, Title III of Pb. L.107-56, as amended) (the "Patriot Act") Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act. Borrower hereby represents and warrants that Borrower (a) is not an “enemy" or an "ally of the enemy" within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App, Sect 1, et. Seq.); (b) is not in violation of (i) the Trading with the Enemy Act, as amended, (ii) any of the foreign assets control regulation of the United States Treasury Dept' (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (iii) engaged in any dealings or transaction or is otherwise associated with any "Blocked Person" (as defined in Sect 1 of the Anti-Terrorism Order, Executive Order No. 13224) (the "Anti-Terrorism Order"). Borrower agrees, and shall not (a) conduct any business or engage in any transaction or dealing with a Blocked Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person; (b) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Anti-Terrorism Order; or (c) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, and of the prohibitions set forth in the Anti-Terrorism Order or the Patriot Act. [SIGNATURES APPEAR ON FOLLOWING PAGE] THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN AMPLE OPPORTUNITY TO READ THIS AGREEMENT AND SEEK INDEPENDENT LEGAL COUNSEL AND ACKNOWLEDGE THEY HAVE COMPLETELY READ AND UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS NOTE AND THE ACCOMPANYING ARBITRATION AGREEMENT (IF APPLICABLE), AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE AND THE ARBITRATION AGREEMENT. IN WITNESS WHEREOF, this promissory note has been executed by Borrower(s) as of the 22nd day of December, 2025. BORROWER: REI INVESTMENTS, LLC, an Arizona limited liability company By: ____________________________ Name: MARY MONAHAN CANDELLARIO Title: Authorized Signatory REI INVESTMENTS, LLC, as mortgagor (Borrower) for the benefit of HARD MONEY PARTNER LLC, as mortgages (Lender) MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING Dated: As of December 27, 2025 Location: 2911 S 131st E Avenue, Tulsa, OK 74134 County: Tulsa PREPARED BY: Murfand Dainoff LLC 555 E. Lancaster Avenue, Suite 501 Radnor, Pennsylvania 19087 Attention: Harris A. Dainoff, Esq. UPON RECORDATION RETURN TO: Hard Money Partner LLC 820 NW 13th Street Oklahoma City, OK 73106 Attention: Rodney Miller MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING THIS MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this "Security Instrument") is made as of this 22 day of December, 2025 by REI INVESTMENTS, LLC, an Arizona limited liability company, with an address of 21067 W Sunrise Lane, Buckeye, AZ 85396, as mortgagor ("Borrower"), for the benefit of HARD MONEY PARTNER LLC, an Oklahoma limited liability company, with an address of 820 NW 13th Street, Oklahoma City, Oklahoma 73106, as mortgagee (together with its successors and assigns, "Lender"). A POWER OF SALE HAS BEEN GRANTED IN THIS SECURITY INSTRUMENT. 1.00 RECITALS 1.01 The Loan -- Borrower is indebted to Lender for the Loan in the principal sum of ONE HUNDRED FIVE THOUSAND and 00/100 DOLLARS ($105,000.00) as evidenced by the Note of Borrower. 1.02 Obligations Secured -- This Security Instrument secures (a) the full and punctual payment of the Loan according to the terms of the Note, (b) the payment of all sums due to Lender according to the terms of any of the Loan Documents, and (c) the performance of, and compliance with, all of the obligations of the Borrower (express or implied) contained in the Loan Documents. NOW, THEREFORE, in consideration of the making of the Loan by Lender to Borrower, the covenants, agreements, representations and warranties set forth in this Security Instrument and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 2.00 DEFINITIONS -- Whenever capitalized in this Security Instrument, the following terms shall have the meaning given in this Section 2.00, unless the context clearly indicates a contrary intent. 2.01 Assignment of Rents and Leases -- "Assignment of Rents and Leases" means the Assignment of Rents and Leases made by Borrower to Lender of even date herewith. 2.02 Borrower -- "Borrower" means the party(ies) identified as such in the introductory paragraph of this Security Instrument; his/her/their/its personal representatives, successors, heirs and/or assigns, including any subsequent owner of all or any portion of Borrower's interest in the Mortgaged Property. 2.03 Collateral -- "Collateral" has the meaning given and provided in Section 3.08. 2.04 Controlling Party -- "Controlling Party" means any Person, directly or indirectly, possessing the power to direct or cause the direction of the management and policies of Borrower, whether through the ownership or control of voting securities or rights, by contract or otherwise. 2.05 Intentionally omitted. 2.06 Intentionally omitted. 2.07 Default -- "Default" means: (a) the failure of Borrower to perform, cause to be performed, abide by, comply with, or observe any duty or obligation imposed upon Borrower by the Loan Documents; (b) the breach of any of Borrower's warranties or covenants contained in any of the Loan Documents; (c) a misrepresentation by Borrower, its counsel, or any other Person on behalf of Borrower, in any of the Loan Documents; and (d) any event, happening, or condition which would constitute an Event of Default if not cured within any applicable grace period. 2.08 Default Rate – "Default Rate" means the "Default Rate" as defined pursuant to the terms and provisions of the Note executed simultaneously herewith, during the time period that the Default Rate is applicable. 2.09 Encumbrances – "Encumbrances" includes all liens, mortgages, rights, leases, restrictions, easements, covenants, agreements, rights of way, rights of redemption, security interests, conditional sales agreements, land installment contracts, options, and all other burdens or charges. 2.10 Environmental Laws – "Environmental Laws" has the meaning given and provided in Section 6.09.1. 2.11 Event of Default – "Event of Default" has the meaning given and provided in Section 10.01. 2.12 Expense Account – "Expense Account" means the Account which may, at Lender's discretion, be maintained pursuant to Section 6.02. 2.13 Guaranty – "Guaranty" means the Guaranty Agreement in favor of the Lender executed by MARY MONAHAN CANDELARIO and MC REAL ESTATE HOLDINGS LLC pursuant to which they guarantee, among other things, the full and prompt payment and performance of the Borrower's obligations under the Loan Documents. 2.14 Land – "Land" means the land more particularly described in Exhibit A to this Security Instrument. 2.15 Law – "Law" means all federal, state, county, and municipal laws, regulations, rules, and ordinances, and all rules, regulations and orders of any other governmental authority including common law and rulings, decisions and interpretations of all judicial, quasi-judicial, and administrative bodies. 2.16 Lease – "Lease" means each lease or rental agreement which purports to convey any interest of Borrower in any portion of the Mortgaged Property and includes subleases and assignments of leases. 2.17 Legal Action – "Legal Action" includes all suits or other proceedings brought at law or in equity or before any administrative agency, governmental body, or arbitrator which in any manner relate to the Mortgaged Property or arise out of or relate to any of the Loan Documents. 2.18 Lender – "Lender" all mean the party identified as such in the first paragraph of this Security Instrument, its personal representatives, heirs, successors and/or assigns, and any subsequent holder of the Note. 2.19 Loan – "Loan" means the loan by the Lender to the Borrower in the principal amount as set forth herein above and as evidenced by the Note of Borrower. 2.20 Loan Documents – "Loan Documents" means this Security Instrument, the Note, the Assignment of Rents and Leases, the Guaranty and any and all certificates, opinions, assignments and other documents executed in connection herewith or therewith, and all current and future supplements, amendments, and attachments thereto. 2.21 Mortgaged Property – "Mortgaged Property" has the meaning given in Section 3.07. 2.22 Note of Borrower or Note. – "Note of Borrower" or "Note" means the promissory note of Borrower of even date herewith in the principal sum of that set forth in Paragraph 1 herein above, payable to the order of Lender and evidencing the Loan, including all current and future supplements, amendments and attachments thereto. 2.23 Operate – "Operate" means to operate, use, manage, lease, contract, and control, including the right to repair, renew, replace, alter, add, better, and improve. 2.24 Permitted Encumbrances -- "Permitted Encumbrances" means this Security Instrument and all Encumbrances as to which Lender has given its prior written approval, liens arising for real estate taxes or public charges for sewage, water, drainage or other public improvements not yet due and payable, liens being contested as permitted herein, and Leases not in violation of Section 7.04. 2.25 Person -- "Person" means any individual, corporation, partnership, association, trust, joint venture, or any other legal entity. 2.26 Property -- "Property" has the meaning given in Section 3.03. 2.27 Real Property -- "Real Property" means the Land, together with the improvements and rights identified in Section 3.01 and all other portions of the Mortgaged Property which may legally be deemed to be real property for the purposes of this Security Instrument. 2.28 Regulated Substance -- "Regulated Substance" has the meaning given and provided in Section 6.09.1. 2.29 Rents -- "Rents" includes all rents, profits, royalties, issues, revenues, income, proceeds, earnings, and products generated by or arising out of the Mortgaged Property. 2.30 Risk -- "Risk" includes risk of loss or damage by fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil strife, civil commotion, aircraft, vehicles, smoke, vandalism, malicious mischief, boiler explosion, and any other risk customarily insured against by persons operating property similar in kind to the Mortgaged Property. 2.31 Security Instrument -- "Security Instrument" means this instrument, including all current and future supplements, amendments, and attachments thereto. 2.32 Taking -- "Taking" includes any taking by condemnation or eminent domain, any sale in lieu of condemnation under threat thereof, the alteration of the grade of any street, or any other injury to or decrease in the value of the Mortgaged Property by any public or quasi-public authority or corporation or any other person having the power of eminent domain. 2.33 Taxes -- "Taxes" includes all taxes, excises, documentary stamp and transfer taxes, recording taxes, assessments, water rents, sewer rents, metropolitan district charges, sanitary district charges, public dues, and other public charges levied or assessed upon the Mortgaged Property, upon the Loan, or upon any Loan Document. 2.34 Tenant -- "Tenant" means any lessee of Borrower under any Lease, and any sub-lessee or assignee of a Lease. 2.35 Uniform Commercial Code -- "Uniform Commercial Code" means the Uniform Commercial Code as adopted and enacted by the State of Oklahoma and any amendments thereto or reenactments thereof. 3.00 GRANTING CLAUSES 3.01 Lien on Real Property -- The Borrower, in consideration of the Loan and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby irrevocably MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY to Lender and its successors and assigns, the fee simple property located in the County of Tulsa, State of Oklahoma, which is more particularly described as follows: SEE LEGAL DESCRIPTION ATTACHED AS EXHIBIT "A" AND INCORPORATED HEREIN Together with (a) all buildings and improvements now or hereafter located thereon, (b) all rights, rights of way, air rights, riparian rights, franchises, licenses, easements, tenements, hereditaments, appurtenances, accessions and other rights and privileges now or hereafter belonging to the Land or the buildings and improvements thereupon, now owned or hereafter acquired by the Borrower. 3.02 Lien on Fixtures and Personal Property – The Borrower further does hereby irrevocably MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY to Lender and its successors and assigns, all of the machines, apparatus, equipment, fixtures and articles of personal property now or hereafter located on the Land or in any improvements thereon (other than that owned by any Tenant) and all the right, title and interest of the Borrower in and to any of such property which may be subject to any title retention or security agreement or instrument having priority over this Security Instrument. 3.03 Property – All of the property described in Sections 3.01 and 3.02 is hereinafter collectively called the "Property". 3.04 Lien on Leases and Rents and Other Rights – Subject to the provisions of Section 7.06 below, Borrower further does hereby Irrevocably MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY to Lender and its successors and assigns, (a) all Leases and Rents, including, without limitation, all cash or security deposits to secure performance by Tenants (whether such cash or securities are to be held until the expiration of the terms of Leases or are to be applied to one or more of the installments of rent coming due immediately prior to the expiration of such terms), (b) all of the estate, right, title, use, claim and demand of every nature whatsoever, at law or in equity, which the Borrower may now have or may hereafter acquire in and to the Property, and (c) all right, title and interest of the Borrower in and to all extensions, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Property, hereafter acquired by or released to the Borrower, or constructed, assembled or placed by or for the Borrower on the Property, and all conversions of the security constituted thereby. 3.05 Lien on Insurance Policies and Condemnation Awards – The Borrower further does hereby irrevocably MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY to Lender and its successors and assigns, all insurance policies and insurance proceeds pertaining to the Property and all awards or payments, including interest thereon and the right to receive the same, which may be made with respect to any of the Property as a result of any taking or any injury to or decrease in the value of the Property. 3.06 Lien on Accounts – The Borrower further does hereby irrevocably MORTGAGE, GRANT, BARGAIN, SELL, PLEDGE, ASSIGN, WARRANT, TRANSFER AND CONVEY to Lender and its successors and assigns, all reserves, escrows and deposit accounts maintained by or for the benefit of the Borrower with respect to the Property, and all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof. 3.07 The Mortgaged Property – All of the property described in this Article 3.00 is collectively called the "Mortgaged Property." 3.08 Security Agreement – This Security Instrument is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Mortgaged Property. By executing and delivering this Security Instrument, Borrower hereby grants to Lender, as security for the obligations under the Loan Documents, a security interest in the fixtures, equipment, personal property and the other property constituting the Mortgaged Property to the full extent that the fixtures, equipment, personal property and such other property may be subject to the Uniform Commercial Code (said portion of the Property so subject to the Uniform Commercial Code being called the "Collateral"). If an Event of Default shall occur and be continuing, Lender, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Lender after the occurrence and during the continuance of an Event of Default, Borrower shall, at its expense, assemble the Collateral and make it available to Lender at a convenient place (at the Land if tangible property) reasonably acceptable to Lender. Borrower shall pay to Lender on demand any and all expenses, including reasonable attorneys' fees and costs, incurred or paid by Lender in protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Collateral after the occurrence and during the continuance of an Event of Default. Any notice of sale, disposition or other intended action by Lender with respect to the Collateral sent to Borrower in accordance with the provisions hereof at least ten (10) days prior to such action, shall, except as otherwise provided by applicable law, constitute reasonable notice to Borrower. The proceeds of any disposition of the Collateral, or any part thereof, may, except as otherwise required by applicable law, be applied by Lender to the payment of the Loan in such priority and proportions as Lender in its discretion shall deem proper. The principal place of business of Borrower (Debtor) is as set forth on page two hereof and the address of Lender (Secured Party) is as set forth on page two hereof. 3.09 Fixture Filing – Certain of the Mortgaged Property is or will become "fixtures" (as that term is defined in the Uniform Commercial Code) on the Land, described or referred to in this Security Instrument, and this Security Instrument, upon being filed for record in the real estate records of the city or county wherein such fixtures are situated, shall operate also as a financing statement naming Borrower as a Debtor and Lender as the Secured Party filed as a fixture filing in accordance with the applicable provisions of the Uniform Commercial Code upon such of the Property that is or may become fixtures. 3.10 Perfection of Security Interest - Solely in connection with the rights granted hereunder involving the Collateral, Borrower hereby irrevocably authorizes Lender at Borrower's sole cost and expense, at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (x) as assets of the respective Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of such jurisdiction, or (y) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by Part 5 of Article 9 of the Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Borrower is an organization, the type of organization and any organization identification number issued to such Borrower. CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto and to the use and benefit of Lender its successors and assigns, forever; WITH POWER OF SALE, to secure payment to Lender of the Loan and payment and performance of the other obligations under the Loan Documents at the time and in the manner provided for its payment in this Security Instrument, the Note and the other Loan Documents; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay and perform the obligations under the Loan Documents (including, without limitation, the payment to Lender of the Loan) at the time and in the manner provided in this Security Instrument, the Note and the other Loan Documents, and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note and the other Loan Documents, these presents and the estate hereby granted shall cease, terminate and be; void (and Lender shall, if requested by Borrower and at no cost or expense to Lender, terminate and release this Security Instrument of record); provided, however, that Borrower's obligations to indemnify and hold harmless Lender pursuant to the provisions hereof shall survive any such payment or release. 4.00 INTENTIONALLY OMITTED 5.00 REPRESENTATIONS AND WARRANTIES 5.01 Warranty of Title and Further Assurances — The Borrower warrants that it has the right and authority to convey the Mortgaged Property and warrants generally title to the Mortgaged Property and that it will execute such further assurances as may be requested. 5.02 Purpose of the Loan — The Borrower warrants that the Loan is a "commercial loan" under the laws of the State of Oklahoma. All proceeds of the Loan are being used for business and investment purposes and not for personal, family or household purposes, and the Loan is being secured by investment property and not a principal place of residence of any Borrower, Borrower or Guarantor. 5.03 Existence, Good Standing, Power and Authority of Borrower — In the event Borrower is a corporation, limited liability company, or other entity, Borrower represents and warrants Borrower is in good standing in the State of its formation and in the State in which the property resides, and will maintain its good standing and existence until all of Borrower's obligations under the Loan Documents have been performed and satisfied. The execution and delivery of the Loan Documents, the carrying out of the transactions contemplated by the Loan Documents, and the performance of Borrower's and any guarantor's obligations under the Loan Documents, have been duly authorized by all necessary action and will not conflict with or result in a breach of Law or any agreement or other instrument to which Borrower or any guarantor is bound. The Loan Documents are valid and binding on Borrower and any guarantor thereof and are enforceable against Borrower and each such guarantor in accordance with their respective terms, as applicable. 6.00 COVENANTS, RIGHTS, AND DUTIES OF BORROWER GENERALLY 6.01 Covenant to Pay Loan and to Perform Obligations Under the Terms of the Loan Documents — The Borrower covenants that it will punctually (a) pay to the Lender the principal and interest of the Loan and all other costs and indebtedness secured hereby according to the terms of the Note and other Loan Documents as and when such sums become due, and (b) perform and satisfy all other obligations of the Borrower under the Loan Documents. Unless applicable law provides otherwise, all payments received from Borrower under the Note or this Security Instrument shall be applied by Lender in the order of priority set forth in the Note. 6.02 Expense Account — 6.02.1 Upon written request of the Lender, the Borrower will pay to the Lender monthly installments, each of which shall be equal to one-twelfth (1/12) of the sum of (a) the estimated annual premiums for all insurance policies required by Sections 8.01, 8.02 and 8.03 hereof, and (b) the estimated annual Taxes pertaining to the Mortgaged Property, to be held by the Lender in the Expense Account and disbursed by the Lender to pay the insurance premiums as they become due and Taxes before any penalty or interest shall accrue thereon. Estimates are to be made solely by the Lender and payments shall be made on the day of the month designated by the Lender. No interest shall be payable by the Lender on the Expense Account unless, and then only to the extent that, applicable Law shall otherwise require. All overpayments to the Expense Account shall be applied to reduce future payments to the Expense Account, if any, or shall be returned to the Borrower, in the sole discretion of the Lender. 6.02.2 Upon the request of the Lender, the Borrower shall pay such additional sums into the Expense Account as the Lender determines are necessary, so that one month prior to the date the Lender is required to make payments of insurance premiums, or Taxes, as the case may be, payments can be made therefor out of the Expense Account. 6.02.3 The Borrower hereby grants the Lender a security interest in the sums on deposit in the Expense Account to secure the obligations secured hereby, and upon the occurrence of an Event of Default, the Lender may, unless prohibited by applicable Law, apply the balance of the Expense Account to Operate the Mortgaged Property or to satisfy Borrower’s obligations under the Loan Documents, as the Lender may elect. 6.03 Compliance with Laws – The Borrower shall comply with all Laws, including Federal, State or local laws, rules and regulations relating to the Loan and the Mortgaged Property, a breach of which would materially and adversely affect (a) the financial condition of the Borrower, (b) the ability to use buildings and other improvements on the Land for the purposes for which they were designed or intended, (c) the value or status of the Mortgaged Property, or (d) the value or status of the Lender’s title to the Mortgaged Property. 6.04 Notice with Respect to Ownership and Control of Borrower – 6.04.1 If Borrower is a corporate borrower, it will at all times promptly notify Lender of all changes in the ownership of the stock or interests of Borrower and any other change with respect to the identity of a Controlling Party. At any time Lender may request, Borrower shall furnish a complete statement, sworn to under penalty of perjury by an officer or Authorized Member of Borrower, setting forth all of the stockholders, officers, directors, members and Controlling Parties of Borrower, and the extent of their respective ownership or control. In the event the Borrower is aware of any other Person having a beneficial interest in the corporate borrower, the statement shall also set forth the name of such Person and the extent of their interest. 6.04.2 If Borrower is a partnership it will at all times promptly notify Lender of all changes in ownership of partnership interests of Borrower and any other change with respect to the identity of a Controlling Party. At any time Lender may request, Borrower shall furnish a complete statement, sworn to under penalty of perjury by a general partner of Borrower setting forth all of the partners of Borrower and the extent of their respective partnership interest or control. In the event the Borrower is aware of any other Person having a beneficial interest in such partnership interests, the statement shall also set forth the name of such Person and the extent of their interest. 6.05 Statement of Amount Owning and Defenses — Within ten (10) days after request from the Lender, the Borrower shall certify, in writing, the amount of principal and interest then owing on the Loan and whether the Borrower has any defenses or offsets to the Loan. 6.06 Changes in Applicable Tax Laws – In the event (a) any Law is hereafter enacted which imposes a Tax upon the Loan, any of the Loan Documents, or the transactions evidenced or contemplated by any of the Loan Documents, or (b) any Law now in force governing the taxation of mortgages, debts secured by mortgages, or the manner of collecting any such Tax shall be changed or modified, in any manner, so as to impose a Tax upon the Loan, any of the Loan Documents, or the transactions evidenced or contemplated by any of the Loan Documents, (including, without limitation, a requirement that revenue stamps be affixed to any or all of the Loan Documents), the Borrower will promptly pay any such Tax. If the Borrower fails to make prompt payment, or if any Law either prohibits the Borrower from making the payment or would penalize the Lender if Borrower makes the payment, then the failure, prohibition, or penalty, shall entitle the Lender to exercise all rights hereunder as though an Event of Default had occurred. 6.07 Further Assurances and Continuation Statements – If requested by Lender, the Borrower will execute, acknowledge, deliver and record, at the Borrower’s sole cost and expense, all further instruments, deeds, conveyances, supplemental mortgages, assignments, financing statements, transfers, and assurances as in the opinion of the Lender’s counsel may be necessary (a) to preserve, continue, and protect the interest of the Lender in the Mortgaged Property, (b) to perfect the grant to the Lender of every part of the Mortgaged Property, (c) to facilitate the execution of this mortgage, (d) to secure the rights and remedies of the Lender under this Security Instrument and the other Loan Documents, or (e) to transfer to any new Lender or purchaser at a sale hereunder the Mortgaged Property, funds, and powers now or hereafter held in trust hereunder. The Borrower, at the request of the Lender, shall authorize Lender to promptly file any continuation statements required by the Uniform Commercial Code to maintain the lien on any portion of the Mortgaged Property subject to the Uniform Commercial Code. 6.08 Expenses – The Borrower shall reimburse the Lender for any sums, including attorney's fees and expenses, incurred or expended by them (a) in connection with any action or proceeding to sustain the lien, security interest, priority, or validity of any Loan Document, (b) to protect, enforce, interpret, or construe any of their rights under the Loan Documents, (c) for any title examination or title insurance policy relating to the title to the Mortgaged Property, or (d) for any other purpose contemplated by the Loan Documents. The Borrower shall, upon demand, pay all such sums together with interest thereon at the Default Rate accruing from the time the expense is paid. All such sums so expended by the Lender shall be secured by this Security Instrument. In any action or proceeding to foreclose this Security Instrument or to recover or collect the Loan, the provisions of Law allowing the recovery of costs, disbursements, and allowances shall be in addition to the rights given by this Section 6.08. 6.09 Environmental Matters – The Borrower covenants and agrees as follows: 6.09.1 The Borrower warrants and represents that it has investigated or caused to be investigated the current and previous ownership and uses of the Mortgaged Property, in a manner consistent with current and good commercial practices and in scope and detail necessary to make the determinations required by this paragraph, and that such investigation has revealed no fact, event or condition with respect to the Mortgaged Property, or any activity conducted thereon, on or at any time prior to the date hereof, that constitutes or constituted non-compliance with, interferes with or prevents continued compliance by the Borrower with, or gives rise to any present or potential liability of the Borrower under, any law, regulation, rule, ordinance, license, permit, certificate or authorization related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, emission, discharge, release, threatened release or other regulated activity into the environment, of any Regulated Substance. As used in this Security Instrument, "Regulated Substance" means any pollutant, contaminant, hazardous waste, hazardous substance, toxic substance or toxic waste or any other material referred to in or subject to regulation under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. §§ 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act (SARA), the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Toxic Substance Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Clean Water Act, 33 U.S.C. §§ 1251 et seq., all as amended, and all regulations under any of the foregoing, and all similar federal, state and local laws and regulations including without limitation those which may be stricter or more inclusive than the foregoing federal laws, now in force or hereinafter amended or enacted (collectively, the "Environmental Laws"). "Regulated Substance" includes, in addition to all of the foregoing and without limitation, asbestos, polychlorinated biphenyls (PCBs), petroleum products, lead-based paints, and biocontaminants, including without limitation mold and anthrax. 6.09.2 The Borrower warrants and represents that it has disclosed to the Lender all pending or threatened litigation, judicial or administrative in nature, and all orders, rulings, permits, notices and threatened or pending investigations regarding Regulated Substances on the Mortgaged Property. 6.09.3 The Borrower and any other parties, including, but not limited to, tenants, licensees and occupants, will not conduct or be involved in any activity or use other than Regulated Substances ordinarily and customarily utilized in the sales and service of motor vehicles, which Regulated Substances shall be stored and utilized in accordance with all applicable laws and regulations, on or near the Mortgaged Property, which activity or use could involve or lead to (i) manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, emission, discharge, release, threatened release or other regulated activity into the environment, of any Regulated Substance; or (ii) the imposition of liability on the Borrower or any other subsequent or former owner of the Mortgaged Property or the creation of a lien on the Mortgaged Property under any Environmental Laws. 6.09.4 The Borrower warrants and represents that it has not agreed or committed to indemnify or hold harmless any party, except those indemnified by this Security Instrument, from or against any present or potential liability under any Law with respect to any fact, event or condition on the Mortgaged Property. 6.09.5 The Borrower warrants and represents that it has not treated, stored, disposed of, handled, discharged, released, or emitted into the environment any Regulated Substance other than Regulated Substances ordinarily and customarily utilized in the sales and service of motor vehicles, which Substances shall be stored and utilized in accordance with all applicable laws and regulations, nor has the Borrower contracted or otherwise arranged for any of the foregoing, which may form the basis for any claim, demand, action, or liability, or which may give rise to any obligation to engage in or compensate any party for any cleanup, removal, remediation or abatement of such substances on or in the Mortgaged Property, or any property, structure, soil, air, surface water, groundwater or sediments or otherwise on or near the Mortgaged Property. 6.09.6 The Borrower will comply strictly and in all respects with the requirements of the Environmental Laws and shall promptly notify the Lender in the event of the discovery of Regulated Substances at the Mortgaged Property other than Regulated Substances ordinarily and customarily utilized in the sales and service of motor vehicles, which Regulated Substances shall be stored and utilized in accordance with all applicable laws and regulations. Further, the Borrower will promptly forward to the Lender, in the manner required for notices to the Lender, copies of all orders, notices, permits, applications or other communications and reports in connection with any use, release, discharge, spillage, or the discovery of any Regulated Substance or any other matters within the scope of Environmental Laws as they may affect the Mortgaged Property. 6.09.7 The Borrower agrees that if at any time the Lender has reasonable cause to believe there are any Regulated Substances upon the Mortgaged Property other than Regulated Substances ordinarily and customarily utilized in the sales and service of motor vehicles, which Regulated Substances shall be stored and utilized in accordance with all applicable laws and regulations, or at any time after the occurrence of an event of default under the Note, this Security Instrument or any other Loan Document, the Lender may obtain, at the Borrower's cost and expense, an environmental site assessment or environmental audit report from a firm reasonably acceptable to the Lender, to assess with a reasonable degree of certainty (i) the presence of any Regulated Substances and (ii) the prudent course and options in connection with the abatement, cleanup and/or removal thereof, and the cost thereof. 6.09.8 The Borrower agrees that in the event of the presence of any Regulated Substance upon the Mortgaged Property other than Regulated Substances ordinarily and customarily utilized in the sales and service of motor vehicles, which Regulated Substances shall be stored and utilized in accordance with all applicable laws and regulations, whether or not the same originates or emanates from the Mortgaged Property and whether or not the same results from the Borrower's activities or use of the Mortgaged Property, or if the Borrower shall fail to comply with any of the requirements of the Environmental Laws, the Lender may at its election, but without the obligation to do so, (i) give such notices, (ii) cause such work to be performed at the Mortgaged Property or (iii) take any and all other actions as the Lender shall reasonably deem necessary or advisable in order to abate, cleanup and/or remove the Regulated Substance or otherwise cure the Borrower's noncompliance. 6.09.9 The Borrower acknowledges that the Lender has made the Loan and other advances secured by this Security Instrument and the other Loan Documents in reliance upon the Borrower's representations, warranties and covenants in this paragraph. Accordingly, the Borrower and the Lender agree that the provisions of this paragraph and paragraph 6.10 hereof shall supersede any provisions in the Note, this Security Instrument or any other Loan Document executed by the Borrower or any other persons liable for the obligations hereunder, which in any way limit the personal liability of the Borrower or any such other person for the obligations hereunder. Further, the Borrower shall be personally liable for all expenditures, costs and expenses made by, incurred by or asserted against the Lender arising under this paragraph even if such expenditures, costs and expenses exceed the amount of the Loan. All of the representations, warranties and covenants of this paragraph shall survive the repayment of the Loan and termination, satisfaction or release of this Security Instrument. 6.09.10 Any amounts disbursed by the Lender pursuant to the provisions of this paragraph shall be added to, and deemed a part of, the obligations hereunder, shall be secured in the same manner as the Note is secured shall bear interest from the date of the disbursement thereof at the same rate of interest as set forth in the Note, and shall, together with the interest thereon, be repayable by the Borrower on demand. 6.10 Indemnity -- The Borrower shall protect, defend, indemnify and save harmless the Lender from, against and in respect of, any and all losses (including diminution in the value of the Mortgaged Property), costs, damages, liabilities, obligations, claims, causes of action, fines, penalties and expenses (including reasonable attorneys' fees, expenses and litigation costs, sums paid in settlements of claims and any such fees and expenses incurred in enforcing this indemnity or collecting any sums due hereunder) and expenses for accounting, consulting, engineering, investigation, cleanup, removal and/or disposal and other remedial costs incurred to permit continued or resume normal operations of activities on or use of the Mortgaged Property, directly or indirectly imposed upon or incurred by or asserted against the Lender, its directors, officers, agents, employees, successors or assigns, or any of them, by any other party or parties (including, without limitation, a governmental entity), arising out of or in connection with (a) ownership of the Mortgaged Property or any interest therein, or receipt of any Rents or other sums therefrom, (b) any accident to, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, (c) any use, nonuse or condition of the Mortgaged Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, (d) any failure on the part of the Borrower or any other person liable for the obligations hereunder to perform or comply with any of the terms, covenants, conditions and agreements set forth in this Security Instrument, the Note or any other Loan Document executed by the Borrower or any such other person liable for the obligations hereunder, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof for construction or maintenance or otherwise, (f) any action brought against the Lender attacking the validity, priority or enforceability of this Security Instrument, the Note or any other Loan Document, (g) the use, generation, refining, manufacture, transportation, transfer, production, processing, storage, handling, or treatment of any Regulated Substance on, under, from, or affecting the Mortgaged Property or any other property; (h) the presence, disposal, dumping, escape, seepage, leakage, spillage, discharge, emission, pumping, emptying, injecting, leaching, pouring, release, or threatened release of any Regulated Substance on, under, from, or affecting the Mortgaged Property or any other property; (i) the clean-up, removal or disposal of any Regulated Substance on, under, from or affecting the Mortgaged Property or any other property required by this Security Instrument or any governmental authority; (j) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Regulated Substance, including any damage arising out of any clean-up required by the governmental authorities or Environmental Laws; (k) any lawsuit brought or threatened, settlement reached, or government order relating to such Regulated Substance; (l) any violation of laws, orders, rules, regulations, requirements, guidelines, or demands of government authorities, including Environmental Permits, which are based upon or in any way related to such Regulated Substance including, without limitations, the costs and expenses of any remedial action, reasonable attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses; or (m) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Security Instrument; and/or (n) any present or future violation of any Laws. Any amounts payable to the Lender under this paragraph shall be added to, and deemed a part of, the obligations hereunder, shall be secured in the same manner as the Note is secured, shall bear interest from the date of the Lender's demand for payment thereof at the same rate of interest as set forth in the Note and shall, together with the interest thereon, be payable by the Borrower on demand. In the event any action, suit or proceeding is brought against the Lender or the directors, officers, agents of employees of the Lender by reason of any such occurrence, the Borrower, upon the request of the Lender and at the Borrower's expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Borrower and approved by the Lender. Such obligations under this paragraph shall survive the repayment of the Loan and termination, satisfaction or release of this Security Instrument. 7.00 RIGHTS AND DUTIES OF BORROWER WITH RESPECT TO MANAGEMENT AND USE OF THE MORTGAGED PROPERTY 7.01 Control by the Borrower -- Until the happening of an Event of Default, the Borrower shall have the right to possess and enjoy the Mortgaged Property and, except as prohibited by the Loan Documents, to receive the Rents. 7.02 Management — At all times the Borrower shall provide competent and responsible management to Operate the Mortgaged Property. If the Lender so requests, all management and service contracts involving the Mortgaged Property shall be subject to approval in writing by the Lender prior to their execution and, once approved by Lender, shall not be amended or terminated without Lender's prior written approval. 7.03 Financial Statements; Books and Records — If requested by the Lender, the Borrower shall furnish to the Lender annual financial and operating statements of the Borrower and of the Mortgaged Property. Such statements shall show all items of income and expense for the operation of the Mortgaged Property, shall be certified by the Borrower and shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis. All such financial and operating statements shall be supplied not later than one hundred and twenty (120) days after the close of Borrower's fiscal year. The Borrower agrees to make its books and records relating to the operation of the Mortgaged Property available for inspection by the Lender, upon request at any reasonable time, at Borrower's principal place of business or at such other location in the State of Oklahoma as Lender may reasonably request. 7.04 Leases — All Leases shall be subject to the prior written approval of the Lender, and shall contain a provision prohibiting subleasing or assigning by any Tenant without the prior written approval of the Lender, which approval shall not be unreasonably withheld. The Borrower will comply with its obligations under all Leases. The Borrower, within thirty (30) days after written request from the Lender, shall deliver to the Lender a detailed list and description of all Leases with copies thereof and such additional information as may be requested by the Lender. Upon demand by the Lender, Borrower will transfer and assign to the Lender, in a form satisfactory to the Lender, Borrower's interest in any Lease as further security for the obligations secured hereby. No such assignment shall impose upon the Lender any liability to perform the Borrower's obligations under any Lease. 7.05 Enforcement of Leases, Amendment, Waiver, etc. — The Borrower will enforce all Leases according to their terms and shall take such action to that end as may be requested by the Lender, regardless of whether any such Lease has been assigned to the Lender. The Borrower shall not, without the prior written consent of the Lender (a) cancel or terminate, or consent to or accept any cancellation, termination, or surrender of any Lease, or permit any event within the Borrower's control to occur which would terminate or cancel any Lease, (b) amend or modify any Lease, (c) waive any default under or breach of any Lease, (d) consent to or permit any prepayment or discount of rent or advance rent under any Lease, or (e) give any consent, waiver, or approval under any Lease or take any other action with respect to any Lease which may impair the value of the Lender's interest in the Mortgaged Property. Borrower shall comply with and perform all duties and obligations imposed upon or assumed by it in all Leases. 7.06 Assignment of Rents; Appointment of Receiver; Lender in Possession — As part of the consideration for the indebtedness evidenced by the Note, Borrower hereby presently and unconditionally assigns with immediate effect to Lender all of Borrower's right, title and interest in and to all current and future Leases and Rents; it being intended by Borrower that this assignment constitutes a present, unconditional, and immediately effective assignment as security for repayment of the secured indebtedness and all other obligations secured by this Security Instrument. Nevertheless, subject to the terms of the Assignment of Rents and Leases, Borrower may (i) enforce the terms of the Leases, and (ii) collect, receive, use and enjoy the Rents and Borrower shall hold the Rents, or a portion thereof sufficient to discharge all current sums due on the secured indebtedness and all other obligations secured by this Security Instrument, for use in the payment of such sums until Lender sends a Rent Demand (as defined in the Assignment of Rents and Leases) or Notice of Enforcement (as defined in the Assignment of Rents and Leases). Upon the occurrence of an Event of Default, and the sending or a Notice of Enforcement and/or Rent Demand, Lender shall be entitled to receive the Rents and apply them to the secured indebtedness, all other obligations secured by this Security Instrument and to any and all sums due under the Loan Documents in such order and priority as Lender may determine in its sole and absolute discretion. Borrower hereby covenants that Borrower has not executed any prior assignment of said Rents, that Borrower has not performed, and will not perform, any acts or has not executed, and will not execute, any instrument which would prevent Lender from exercising its rights under this Paragraph, and that at the time of execution of the Loan Documents there has been no anticipation or prepayment of any of the Rents of the Mortgaged Property for more than one month prior to the due dates of such Rents. Borrower covenants that Borrower will not hereafter collect or accept payment of any Rents of the Mortgaged Property more than one month prior to the due dates of such Rents. Borrower further covenants that Borrower will execute and deliver to Lender such further assignments of Rents of the Mortgaged Property as Lender may from time to time request. Upon Borrower's breach of any covenant or agreement of Borrower in the Loan Documents, Lender may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Lender's security, enter upon and take and maintain full control of the Mortgaged Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all Rents of the Mortgaged Property, the filing of any suit to collect the Rents or evict any tenant/lessee, the making of repairs to the Mortgaged Property and the execution or termination of contracts providing for the management or maintenance of the Mortgaged Property, all on such terms as are deemed best to protect the security of the Lender in Lender's sole discretion. In the event Lender elects to seek the appointment of a receiver for the Mortgaged Property upon Borrower's breach of any covenant or agreement of Borrower in the Loan Documents, Borrower hereby expressly consents to the appointment of such receiver. Lender or the receiver shall be entitled to receive a reasonable fee for so managing the Mortgaged Property. All Rents collected subsequent to delivery of written notice by Lender to Borrower of the breach by Borrower of any covenant or agreement of Borrower in the Loan Documents shall be applied first to the costs, if any, of taking control of and managing the Mortgaged Property and collecting the Rents, including, but not limited to, attorney's fees, receiver's bonds, costs of repairs to the Mortgaged Property, premiums on insurance policies, taxes, assessments and other charges on the Mortgaged Property, and the costs of discharging any obligation or liability of Borrower as lessor or landlord of the Mortgaged Property and then to the sums secured by the Loan Documents. Lender or the receiver shall have access to the books and records used in the operation and maintenance of the Mortgaged Property and shall be liable to account only for those Rents actually received. Lender shall not be liable to Borrower, anyone claiming under or through Borrower or anyone having an interest in the Mortgaged Property by reason of anything done or left undone by Lender under this Paragraph. If the Rents of the Mortgaged Property are not sufficient to meet the costs of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Lender for such purposes shall become indebtedness of Borrower to Lender secured by this Security Instrument. Unless Lender and Borrower agree in writing to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof and shall bear interest from the date of disbursement at the rate stated in the Note (or Default Rate, as applicable) unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate which may be collected from Borrower under applicable law. Any entering upon and taking and maintaining of control of the Mortgaged Property by Lender or the receiver and any application of Rents as provided herein shall not cure or waive any default hereunder or invalidate any other right or remedy of Lender under applicable law or provided herein. This assignment of rents of the Mortgaged Property shall terminate at such time as this Security Instrument and/or the Loan Documents ceases to secure indebtedness held by Lender. The Borrower shall not assign the Rents arising from the Mortgaged Property or any part thereof or any Interest therein without the prior written consent of the Lender, except as assigned to Lender herein. Any attempted assignment, pledge, hypothecation, or grant without such consent shall be null and void. The Borrower hereby appoints Lender the true and lawful attorney-in-fact of Borrower, with full power of substitution, in Borrower's name and/or in Borrower's name, after and Event of Default hereunder, to sue for or make such settlement of claims as Lender may deem necessary or desirable in Lender's sole and absolute discretion, or otherwise demand, collect and receive all rents, issues and profits emanating from or related to the Mortgaged Property or any part thereof, or any of leases related to the Loan or the Mortgaged Property, and to apply the same as provided for in this Security Instrument. This power of attorney shall be deemed to be coupled with an interest, shall be irrevocable, and shall not terminate on the disability of the Borrower. It is the intention of the Borrower that all persons or parties may rely upon this power of attorney, and continue to rely upon it, until this assignment of rents of the Mortgaged Property, Security Instrument and/or the Loan Documents ceases to secure indebtedness held by Lender. In the event of any other terms or covenants of this Security Instrument or the Loan Documents conflict with the terms and covenants in this Paragraph, the terms and covenants of this Paragraph shall prevail. 7.07 Intentionally omitted. 7.8 Restriction on Encumbrances -- The Borrower shall not allow any Encumbrances on the Mortgaged Property except the Permitted Encumbrances. The Borrower shall give the Lender prompt notice of any default in or under any Permitted Encumbrances and any notice of foreclosure or threat of foreclosure. The Borrower shall comply with its obligations under all Permitted Encumbrances. The Lender may, at its election, satisfy any Encumbrance (other than a Permitted Encumbrance not then in default), and the Borrower shall, on demand, reimburse the Lender for any sums advanced for such satisfaction together with interest at the Default Rate accruing from the date of satisfaction, which sums shall be secured hereby. 7.9 Maintenance, Waste, Repair and Inspection -- Borrower shall: (a) keep and maintain the Mortgaged Property in good order, condition, and repair and make all fixture and equipment replacements and repairs necessary to ensure that the security for the Loan is not impaired; (b) not commit or suffer any waste of the Mortgaged Property; (c) promptly protect and conserve any portion of the Mortgaged Property remaining after any damage to, or partial destruction of, the Mortgaged Property; (d) promptly repair, restore, replace or rebuild any portion of the Mortgaged Property which is damaged or destroyed; (e) promptly restore the balance of the Mortgaged Property remaining after any Taking; (f) permit the Lender or its designee to inspect the Mortgaged Property at all reasonable times; and (g) not make any material change in the grade of the Mortgaged Property or permit any excavation of or on the Mortgaged Property. 7.10 Removal and Replacement of Equipment and Improvements -- No part of the Mortgaged Property, except supplies consumed in the normal course of business and operations, or as a result of, shall be removed from the Land, demolished, or materially altered without the prior written consent of the Lender. Any replacement fixtures or equipment shall be free of all Encumbrances, shall automatically be subject to the lien and security interest of this Security Instrument, and shall automatically be subject to the granting clauses hereof 7.11 Charges/Liens -- The Borrower shall pay (a) all water and sewer rates, rents, taxes, assessments, premiums and/or any other taxes, impositions or liens attributable to the Mortgaged Property (other than those payable by the Lender from the Expense Account) on or before the date any interest or penalty begins to accrue or attach thereto; and (b) all lawful claims which, if unpaid, might become a lien or charge upon the Mortgaged Property to such an extent as to materially and adversely affect the Borrower's ability to use the Mortgaged Property for the purposes for which it was designed or intended. If requested by Lender, Borrower shall promptly furnish to Lender receipts evidencing such payments. Borrower shall promptly discharge any lien which has, or may have, priority over or equality with, the lien of this Security Instrument, and Borrower shall pay, when due, the claims of all persons supplying labor or materials to or in connection with the Mortgaged Property. Borrower shall not allow any lien inferior to this Security Instrument to be perfected against the Mortgaged Property without Lender's prior written permission. Any violation of the provisions of this Paragraph shall constitute an Event of Default hereunder. 7.12 Restrictive Covenants, Zoning, etc. – No restrictive covenant, zoning change, or other restriction affecting the Mortgaged Property may be entered into, requested by or consented to by Borrower without the prior written consent of the Lender. 7.13 Preservation of Appurtenances – The Borrower will do all things necessary to preserve intact and unimpaired, all easements, appurtenances, and other interests and rights in favor of, or constituting any portion of, the Mortgaged Property. 7.14 Restriction on Transfers – The Borrower will not, without the prior written consent of the Lender, lease, bargain, sell, transfer, assign, further encumber or convey the Mortgaged Property, or any portion thereof, or any legal or equitable interest therein, nor will the Borrower suffer or permit any such lease, bargain, sale, transfer, assignment, further encumbrance or conveyance. If the Borrower or any shareholder or partner of the Borrower is not a natural person but is a corporation, partnership, trust or other legal entity, then the bargain, sale, transfer or assignment of any legal or beneficial interest (including, without limitation, transfers resulting from mergers, consolidations or liquidations) in the Borrower or any such shareholder or partner of the Borrower without the prior written consent of the Lender shall be deemed to be in contravention of the provisions of the preceding sentence. 7.15 Future Advances -- Upon request of Borrower, Lender, at Lender's option so long as this Security Instrument secures indebtedness held by Lender, may make Future Advances to Borrower. Such Future Advances, with interest thereon, shall be secured by this Security Instrument. At no time shall the principal amount of the indebtedness secured by this Security Instrument, not including sums advanced in accordance herewith to protect the security of this Instrument, exceed the original amount of the Note. 8.00 INSURANCE AND CONDEMNATION 8.01 Casualty Insurance and Allocation in Event of Loss -- The Borrower shall keep the Mortgaged Property insured for the benefit of the Borrower and the Lender against all Risks. The limits, form, co-insurance clauses, and insurer for all such policies shall be satisfactory to the Lender. The Borrower shall deliver to the Lender all such policies. The policies shall contain a standard mortgagee loss payable endorsement providing that all payments shall be made to the sole order of the Lender to be applied by them in accordance with the terms of this Security Instrument. Within thirty (30) days prior to the expiration of any policy, the Borrower shall supply the Lender with a renewal policy marked "Premium Paid." All proceeds under such policies shall be paid to the Lender and shall be applied in the order and in the amounts that the Lender may elect, in the Lender's sole and absolute discretion, to (a) prepay the principal (whether or not then due and payable) and interest on any sums due under the Note; or (b) to alter, restore or rebuild all or any portions of the Mortgaged Property which may have been altered, damaged or destroyed as a result of the casualty or other injury to the Mortgaged Property for which such insurance proceeds have been paid to the Lender. All moneys not utilized for the restoration of the Mortgaged Property shall be applied as a prepayment of amounts due under the Note, in inverse order of maturity. If proceeds of insurance are used to restore the Mortgaged Property, as aforesaid, the Lender shall not be obligated to see to the proper allocation thereof, nor shall any, such amount so used be deemed a payment of any Indebtedness secured by, this Security Instrument. Proceeds of insurance to be used for restoration purposes shall be held by the Lender and disbursed under such terms and conditions, to such Persons, and at such times, as Lender may determine. 8.02 Liability Insurance -- Unless waived by Lender, the Borrower will maintain liability and indemnity Insurance with respect to the Mortgaged Property in such amounts, with such companies, and subject to such terms and conditions as the Lender may direct and approve. Such policies of insurance shall name the Lender as an additional insured thereunder and within thirty (30) days prior to the expiration of any such policy, the Borrower shall supply the Lender with a renewal policy marked "Premium Paid". 8.03 Business Interruption Insurance — Unless waived by Lender, the Borrower shall also carry and maintain rental interruption insurance on the Mortgaged Property in the same manner and under the same conditions (to the extent applicable) as provided in Section 8.02. 8.04 Condemnation and Allocation of Condemnation Awards — Borrower, immediately upon obtaining knowledge of the institution of any proceeding for a Taking, will notify the Lender of such proceedings. The Lender may participate in any such proceedings, and Borrower will, from time to time, deliver to the Lender all instruments requested by it to permit such participation. Any award or payment made as a result of any Taking shall be paid to the Lender and shall be applied in the order and in the amounts that the Lender may elect, in the Lender's sole and absolute discretion, to (a) prepay the principal (whether or not then due and payable) and interest on any sums due under the Note; or (b) to alter, restore or rebuild all or any portions of the Mortgaged Property which may have been altered, damaged or destroyed as a result of the Taking for which such award or payment has been paid to the Lender. All moneys not utilized for the repair or restoration of the remainder of the Mortgaged Property shall be applied as a prepayment of amounts due under the Note, in inverse order of maturity. The application of any award or payment as a prepayment of amounts due under the Note shall take effect only on the actual date of the receipt of the payment or award by the Lender. In the event any payment or award is used to restore the Mortgaged Property, as aforesaid, Lender shall not be obligated to see to the proper allocation thereof nor shall any amount so used be deemed a payment of any indebtedness secured by this Security Instrument. Payments or awards to be used for restoration purposes, as aforesaid, shall be held by the Lender and disbursed under such terms and conditions, to such Persons, and at such times, as Lender may determine. 9.00 INTENTIONALLY OMITTED 10.00 DEFAULT 10.01 Event of Default — The occurrence of any of the following shall constitute an Event of Default. 10.01.1 Monetary Defaults — The failure of the Borrower to pay any amounts due under the Loan Documents when due and payable, whether at maturity, by obligation or election to prepay, or otherwise, unless such payment is made within five (5) days from the date such payment became due and payable. 10.01.2 Breach of Representations and Warranties — Any representation or warranty made by the Borrower herein or any statement or representation made in any of the Loan Documents shall prove to have been incorrect in any material respect when made or shall be breached. 10.01.3 Insurance Provisions — The failure of Borrower to perform its obligations set forth in Section 8 hereof. 10.01.4 Receiver; Bankruptcy — If the Borrower or any guarantor of the Loan (a) applies for, or consents in writing to, the appointment of a receiver, trustee, or liquidator for it of the Mortgaged Property, or of all or substantially all of its or his assets, (b) files a voluntary petition in bankruptcy or admits in writing its inability to pay its debts as they become due, (c) makes an assignment for benefit of creditors, (d) files a petition or an answer seeking a reorganization, composition, adjustment, arrangement with creditors, or takes advantage of any insolvency law, (e) files an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization, composition, adjustment, arrangement, or insolvency proceeding, or (f) is dissolved as a result of an adversary suit or proceeding. 10.01.5 Receiver; Bankruptcy (Involuntary) — If (a) any execution or attachment levied against the assets of the Borrower or any guarantor of the Loan is not set aside, discharged, or stayed within sixty (60) days after the same was levied or within ten (10) days after the expiration of any stay thereof, (b) an order, judgment, or decree is entered by any court of competent jurisdiction on the application of a creditor, adjudicating the Borrower or any guarantor of the Loan a bankrupt or insolvent, or appointing a receiver, trustee, or liquidator for the Borrower or any guarantor, or of all or substantially all of its assets, or (c) an order of relief is entered against the Borrower or any guarantor pursuant to any bankruptcy statute or law and such order, judgment, or decree continues unstayed and in effect for a period of sixty (60) days and is not discharged within ten (10) days after the expiration of any stay thereof. 10.01.6 Assignment of Rents -- Any attempted assignment by the Borrower of the whole or any part of the Rents in contravention of Section 7.06. 10.01.7 Prohibited Transfer or Encumbrance -- Any transfer or event in violation of Section 7 hereof. 10.01.8 Loss of License -- The loss of any franchise agreement, license or permit necessary for the operation, occupancy, or use of the Mortgaged Property, if the same is not restored within thirty (30) days after the loss. 10.01.9 Judgments -- Any judgment against the Borrower or any guarantor of the Loan for an amount in excess of Five Thousand and 00/100 Dollars ($5,000.00) remains unpaid, unstayed, undischarged, unbonded or undismissed for a period of thirty (30) days following the date which the judgment becomes final or any appeal thereof is finally determined. 10.01.10 Other Obligations -- Any obligation of the Borrower (other than the obligations secured hereunder) in excess of Five Thousand and 00/100 Dollars ($5,000.00) becomes or is declared to be due and payable prior to the expressed maturity thereof and the same is not paid within thirty (30) days of the accelerated maturity date. 10.01.11 Other Defaults -- The failure of the Borrower to perform or observe any of its obligations or covenants under this Security Instrument, the Note and/or the Loan Documents not specifically referred to in this Article 10.00. 10.01.12 Default under Other Liens/Loan Documents -- The failure of the Borrower to perform or observe any of its obligations or covenants in any lien or loan document other than this Security Instrument, or any interest therein (legal or equitable), or any part thereof, either inferior or superior in right to the lien of this Security Instrument. 10.01.13 Event of Default under Other Loan Documents -- An "Event of Default" (if so defined) or, if not so defined, a default occurs under a Loan Document other than this Security Instrument. 10.01.14 Death -- The death, dissolution or termination of the Borrower or any other person liable or responsible for the observance or performance of the obligations and covenants under this Security Instrument. 10.01.15 Change in Law -- The passage of any law or the decision of any court rendering or declaring any of the covenants and agreements set out in the Note, this Security Instrument or any other Loan Document to be legally unenforceable, inoperative, void or voidable. 10.01.16 Material Change -- A material adverse change occurs in the Borrower's financial condition, or the Lender believes the prospect of payment or performance of the obligation and covenants under this Security Instrument is impaired, or the Lender otherwise believes itself insecure. 10.01.17 Cross Default -- the occurrence of any default, any event of default, or any other fact or circumstance which, with the giving of notice or the passage of time, or both, would constitute an event of default under any document or instrument evidencing and/or securing any other indebtedness of Borrower, any Guarantor, or any affiliate of Borrower or any Guarantor, to Lender, subject to the expiration of any applicable grace or cure periods, if any. 10.02 Payment or Performance by Lender -- Upon Default, the Lender may, at its option, make any payments or take any other actions it deems necessary or desirable to cure the Default or conserve the Mortgaged Property. The Borrower shall, upon demand, reimburse the Lender for all sums so advanced or expenses incurred by it, together with interest at the Default Rate from the date of advance or payment of the same, which sums shall be secured by this Security Instrument. The Lender may enter upon the Mortgaged Property without prior notice to the Borrower or judicial process and may take any action to enforce its rights under this Section 10.02 without liability to the Borrower. 10.03 Possession by Lender -- Upon the occurrence of an Event of Default and to the extent permitted by law, the Lender may enter upon and take possession of the Mortgaged Property without notice to the Borrower, judicial process, or the appointment of a receiver. The Lender may exclude all persons from the Mortgaged Property and may proceed to Operate the Mortgaged Property and receive all Rents. The Lender shall have the right as agent for the Borrower to Operate the Mortgaged Property and carry on the business of the Borrower, either in the name of the Borrower or otherwise. The Lender shall not be liable to the Borrower for taking possession of the Mortgaged Property, as aforesaid, nor shall the Lender be required to make repairs or replacements, and it shall be liable to account only for Rents actually received by it. All Rents collected by the Lender shall be applied (a) first, to pay all expenses incurred in taking possession of the Mortgaged Property, (b) second, to pay costs and expenses to Operate the Mortgaged Property and/or to comply with the terms of the Loan Documents, including reasonable attorney's fees, (c) third, to pay all sums secured by the Loan Documents in the order of priority selected by Lender, and (d) fourth, with the balance, if any, to the Borrower or such other Person as may be entitled thereto. Neither the Assignment of Rents and Leases nor any other assignment of Leases shall impose upon Lender any liability to perform Borrower's obligations under any Lease. 10.04 Acceleration of the Note -- Upon an Event of Default, Lender may, at its option and by written notice to the Borrower, declare the entire balance of the Note and all other amounts due under the Loan Documents, immediately due and payable. Acceleration of maturity, once claimed by the Lender may, at the option of the Lender, be rescinded by written acknowledgment to that effect by the Lender, but the tender and acceptance of partial payments alone shall not in any way affect or rescind such acceleration of maturity. 10.05 Collection of Rents -- Upon the occurrence of an Event of Default and written demand by the Lender to the Tenants, all Rents shall be payable directly to the Lender, as more fully set forth in Section 7.06 herein and subject to any applicable law. 10.06 Foreclosure Proceedings. Upon an Event of Default, Lender may commence and maintain an action or actions in any court of competent jurisdiction to foreclose this Security Instrument or to obtain specific enforcement of the covenants of Borrower under this Security Instrument, and Borrower agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy. For the purposes of any suit brought under this subsection, Borrower waives the defenses of laches and any applicable statute of limitations. 10.07 Application and Proceeds of Sale -- Upon a sale, by foreclosure or otherwise, the purchaser shall receive that portion of or interest in the Mortgaged Property purchased by it free from any claims of the Borrower and without any liability to see to the application of the purchase money. The net proceeds from the sale, after deduction of all costs of the sale, shall be applied (a) first, to pay all expenses incurred in taking possession of the Mortgaged Property, (b) second, to pay costs and expenses to Operate the Mortgaged Property, including reasonable attorney's fees, (c) third, to pay all sums secured by or due under the Loan Documents in the order of priority determined by the Lender, and (d) fourth, the balance, if any, to the Borrower or to other Persons entitled thereto. 10.08 Deficiency of Proceeds -- If, after a sale, by foreclosure or otherwise, a deficiency exists in the net proceeds of such sale, the Lender shall be entitled to a deficiency judgment or decree for such deficiency which shall bear interest at the Default Rate. 10.09 Intentionally Omitted 10.10 Insurance or Condemnation After Deficiency -- If the Mortgaged Property is sold at a sale, by foreclosure or otherwise, prior to receipt of an insurance or a condemnation award or payment, the Lender shall receive and apply the proceeds of the award or payment toward the satisfaction of any deficiency resulting from the foreclosure sale, whether or not a deficiency judgment is sought, recovered, or denied. 10.11 Right of the Lender to Bid -- The Lender may bid and become the purchaser at a sale, by foreclosure or otherwise, under this Security Instrument. 10.12 Intentionally Omitted 10.13 Appointment of a Receiver -- Upon the occurrence of an Event of Default, the Lender shall be entitled to the immediate appointment of a receiver for the Mortgaged Property, without regard to the value of the Mortgaged Property or the solvency of any person liable for payment of the amounts due under the Loan Documents. 10.14 Remedies Cumulative -- All rights, powers, and remedies of the Lender provided for in the Loan Documents are cumulative and concurrent and shall be in addition to and not exclusive of any appropriate legal or equitable remedy provided by Law or contract. Exercise of any right, power, or remedy shall not preclude the simultaneous or subsequent exercise of any other by the Lender. 10.15 Consent to Jurisdiction and Venue -- The Borrower consents to being sued in any jurisdiction where any of the Mortgaged Property is located or where Borrower resides or is located. 10.16 Rights Under the Uniform Commercial Code -- Upon the occurrence of an Event of Default, the Borrower shall assemble and make available to the Lender those portions of the Mortgaged Property which consist of personal property at a place to be designated by the Lender, and the Lender may exercise all the rights and remedies of a secured party under the Uniform Commercial Code. Any notices required by the Uniform Commercial Code shall be deemed reasonable if mailed certified mail, return receipt requested, postage prepaid, by the Lender to the Borrower. 10.17 Right to Determine Which Leases Survive -- If disclosed in the advertisement of sale, a foreclosure sale may be made subject to one or more Leases of the Mortgaged Property. 10.18 Waiver of Statute of Limitations -- Borrower hereby waives the right to assert any statute of limitations as a bar in the enforcement of the lien of this Security Instrument or to any action brought to enforce the Note or any other obligation secured by this Security Instrument. 10.19 Waiver of Marshalling -- Notwithstanding the existence of any other security interests in the Property held by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Property shall be subjected to the remedies provided herein. Lender shall have the right to determine the order in which any or all portions of the indebtedness secured hereby are satisfied from the proceeds realized upon the exercise of the remedies provided herein. Borrower, any party who consents to this Security Instrument and any party who now or hereafter acquires a security interest in the Property and who has actual or constructive notice hereof hereby waives any and all right to require the marshalling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein. 10.20 Uniform Instrument; No Presumption Against Drafter -- This form of instrument combines uniform covenants for national use and non-uniform covenants with limited variations by jurisdiction to constitute a uniform security instrument covering real property and related fixtures. This Security Instrument shall be governed by the law of the jurisdiction in which the Property is located. In the event any foreclosure procedure or provision called for in this Security Instrument fails to comply with the lawful foreclosure procedure in the State or jurisdiction in which the Property is located, or technical requirements must be met to foreclose on the Mortgaged Property that are not contained or accounted for herein, the lawful procedures/technical requirements shall be deemed to supplant the provisions herein which are inconsistent or which have been omitted, and shall be incorporated herein by reference, and any defenses to unlawful or defective foreclosure as a result of such inconsistencies or omissions are hereby waived by Borrower. There shall be no presumption against the drafter of this Security Instrument in the interpretation hereof. 11.00 MISCELLANEOUS 11.01 Waivers -- No term of any Loan Document shall be deemed waived unless the waiver shall be in writing and signed by the parties making the waiver. Any failure by the Lender to insist upon the Borrower's strict performance of any of the terms of the Loan Documents shall not be deemed or construed as a waiver of those or any other terms. Any delay in exercising or enforcing any rights with respect to a Default or an Event of Default shall not bar the Lender from exercising any rights under the Loan Documents, or at law or in equity. 11.02 Consents -- 11.02.1 The Lender may (a) release any person liable under the Loan Documents, (b) release any part of the security, (c) extend the time of payment of the Loan, and/or (d) modify the terms of the Loan Documents, regardless of consideration and without notice to or consent by the holder of any subordinate lien on the Mortgaged Property. No release, extension or modification of the security held under the Loan Documents shall impair or affect the lien of this Security Instrument or the priority of such lien over any subordinate lien. 11.02.2 Regardless of whether a Person has been given notice or has given its prior consent, it shall not be relieved of any obligation under any Loan Documents by reason of (a) the failure of the Lender, or any other Person to take any action to foreclose, or otherwise enforce any provision of the Loan Documents, (b) the release of any other Person liable under any Loan Document, (c) the release of any portion of the security under the Loan Documents, or (d) any agreement or stipulation between any subsequent owners of the Mortgaged Property and Lender extending the time of payment or modifying the terms of any Loan Document. 11.03 Headings -- All Article and Section headings are for convenience only and shall not be interpreted to enlarge or restrict the provisions of this Security Instrument. 11.04 Notices -- All notices shall be in writing and, unless otherwise specified in a written notice, shall be sent to the respective addresses of the parties as set forth in the Note, or as updated by Borrower by written notice to Lender. A notice may be hand-delivered or mailed, postage prepaid, first class, registered or certified mail. Any notice sent by mail shall be deemed to have been received on the second business day following the date of mailing. 11.05 Binding Effect -- No transfer of any portion of the Mortgaged Property or any interest thereon shall relieve any transferor of its obligations under the Loan Documents. No transferor of any obligation under any Loan Document shall be relieved of its obligations by any modification of any Loan Document subsequent to the transfer. 11.06 Amendment -- No Loan Document may be modified except in writing signed by (a) the Lender and (b) Borrower. 11.07 Severability -- In the event any provision of this Security Instrument shall be held invalid or unenforceable by an court of competent Jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 11.08 Notices from Governmental Authorities Affecting the Mortgaged Property -- Any notice from any governmental or quasi-governmental authority or corporation with respect to the Mortgaged Property sent to or known by the Borrower shall be promptly transmitted to the Lender. 11.09 Applicable Law – This Security Instrument shall be governed by the Laws of the State of Oklahoma, without regard to the principles of conflict of laws. All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Security Instrument invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable laws of the State of Oklahoma and/or the United States. 11.10 Time of the Essence – Time is of the essence with respect to the Loan Documents. 11.11 Jury Waiver – THE UNDERSIGNED AND THE LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND THE LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE LENDER TO PROVIDE THE FINANCING EVIDENCED BY THIS DOCUMENT AND THE LOAN DOCUMENTS. 11.12 Effect of Payments – Any payment or other performance made in accordance with the Loan Documents by any Person other than Borrower shall not entitle such Person to any right of subrogation under the Loan Documents, unless expressly consented to in writing by the Lender. 11.13 Word Forms – The use of any gender, tense, or conjugation herein shall be applicable to all genders, tenses, and conjugations. The use of the singular shall include the plural and the plural shall include the singular. 12.00 INTENTIONALLY OMITTED 13.00 STATE-SPECIFIC PROVISIONS 13.01 Generally – In the event of any inconsistencies between the terms and conditions of this Section 13 and the terms and conditions of this Security Instrument or any of the other Loan Documents, the terms and conditions of this Section 13 shall control and be binding. 13.02 Acceleration; Remedies – At any time during the existence of an Event of Default, Lender may: (a) declare the entire balance of the Note and all other amounts due under the Loan Documents, without deduction, to be immediately due and payable without further notice or demand and Lender shall be entitled to foreclose the liens created by this Security Instrument by judicial proceedings; or (b) after any notice to Borrower required by the Oklahoma Power of Sale Mortgage Foreclosure Act, declare Borrower’s obligations under the Loan Documents, without deduction, to be immediately due and payable, and Lender shall be entitled to foreclose this Security Instrument by power of sale pursuant to the Oklahoma Power of Sale Mortgage Foreclosure Act; and in either case, Lender shall have the right to exercise all further and additional remedies now or hereafter allowed at law or in equity. Borrower hereby confers on Lender and grants to Lender the power to sell the Property. Whether Lender elects to foreclosure this Security Instrument by judicial proceedings or by power of sale, Lender shall, at any time during the existence of an Event of Default, be entitled to have a receiver appointed to take possession of the Property without notice (which notice Borrower hereby waives) and without any obligation of Lender to demonstrate cause for such appointment of a receiver. 13.03 Release – Upon payment of the entire balance of the Note and all other amounts due under the Loan Documents, Lender shall release this Security Instrument. Lender shall pay reasonable costs incurred in releasing this Security Instrument. 13.04 Waiver of Appraisement – Appraisement of the Property is hereby waived or not waived at Lender’s option, which shall be exercised at the time judgment is rendered in any judicial foreclosure of this Security Instrument. 13.05 Property Includes Mineral Rights – The definition of “Property” shall include all of Borrower’s right, title and interest in the oil, gas, minerals, mineral interests, royalties, overriding royalties, production payments, net profit interests and other interests and estates in, under and on the Land and other oil, gas and mineral interests with which any of the foregoing interests or estates are pooled or unitized. 13.06 Maturity Date – The Obligations hereby secured, if not earlier accelerated, have a final maturity date of January 1, 2027. 13.07 Counterparts – This Agreement may be executed in any number of counterparts, each shall be considered an original for all purposes; provided, however, that all such counterparts shall constitute one and the same instrument. NOTICE TO BORROWER A POWER OF SALE HAS BEEN GRANTED IN THIS SECURITY INSTRUMENT. A POWER OF SALE MAY ALLOW THE LENDER TO TAKE THE PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT BY BORROWER UNDER THIS SECURITY INSTRUMENT. [SIGNATURES APPEAR ON FOLLOWING PAGE] IN WITNESS WHEREOF, the undersigned hereby signs, seals and delivers this Security Instrument. BORROWER: REI INVESTMENTS, LLC, an Arizona limited liability company By: ____________________________ Name: MARY MONAHAN CANDELAIO Title: Authorized Signatory ACKNOWLEDGMENT STATE OF _______AR______: COUNTY OF _____Maricopa_____: On this, the 22nd day of December, 2025, before me, _____________, the undersigned officer, personally appeared MARY MONAHAN CANDELAIO who acknowledged himself/herself to be a Authorized Signatory of REI INVESTMENTS, LLC, an Arizona limited liability company, and that he/she as such Authorized Signatory, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the limited liability company by himself/herself as Authorized Signatory. In witness whereof, I hereunto set my hand and official seal. RUTH WATSON Notary Public - Arizona Maricopa County Commission #664910 My Comm. Expires May 7, 2028 [signatures continue on following page] [signature page to Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing] EXHIBIT A LEGAL DESCRIPTION Lot Twenty (20), Block Eight (8), EASTPARK, an Addition to the City of Tulsa, Tulsa County, State of Oklahoma, according to the recorded Plat thereof.