Regent Bank v. 400 SOUTH BOSTON, LLC;

IN THE DISTRICT COURT IN AND FOR TULSA COUNTY, DISTRICT COURT STATE OF OKLAHOMA REGENT BANK, ) Plaintiff, ) vs. ) 400 SOUTH BOSTON, LLC; HAWKINS OIL, L.L.C.; JAMES F. HAWKINS, JR.; 400 SB MANAGER, LLC; 400 SB DEVELOPER, LLC; 400 SB OPERATOR, LLC; THE MERIDIA, LLC; CITY OF TULSA; and CENTRAL STATE BANK ) Defendants. VERIFIED MOTION FOR APPOINTMENT OF RECEIVER Pursuant to 12 O.S. § 1551, Plaintiff, Regent Bank ("Bank"), hereby respectfully requests the Court appoint a receiver over Defendant 400 South Boston, LLC, an Oklahoma limited liability company ("4SB") including, without limitation, all assets and operations of the company, as necessary to protect the mortgaged property more specifically described below, to which 4SB holds record title, and to which the other above named Defendants may claim some right, title or interest (collectively the "Defendants"). Pursuant to 12 O.S. § 1551, et seq., Bank asks the Court to enter the proposed order attached hereto as Exhibit "1", which grants relief on a temporary, interim basis by the appointment of a receiver over all right, title and interest in the Mortgaged Property described particularly in the Order and generally as follows: 1. A legal description of the real property included in the Mortgaged Property is included in the Verified Petition at paragraph 24, and in paragraph 3 of the "Relevant Background" section of this Motion, below (the "Mortgaged Property”). The legally described real property along with all related property interests, including fixtures, easements, improvements, leases and rents and such other real property interests as are more specifically described in the mortgage granted by 4SB to Bank on June 27, 2018 (the “Mortgage”), which descriptions are incorporated herein by reference, and which is appropriately part of the Mortgaged Property and the requested receivership estate; 2. All Leases and rents as defined in the Mortgage and in the Mortgage (the “Assignment of Rents”), which Leases and Rents are appropriately part of the Mortgaged Property and the requested receivership estate; 3. All of that certain personal property specifically described in paragraph 32 of the Petition and in paragraph 6 of the “Relevant Background” section of this Motion, below (the “Secured Property”), pledged as collateral to Bank by 4SB by that certain Security and Pledge Agreement with Assignment of Rights and Interests Agreement dated June 27, 2018 (the “Security Agreement”), which descriptions are incorporated herein by reference, and which is appropriately part of the requested receivership estate; and 4. All other property obtained by the receiver as a result of this (or subsequent) Order of this Court and as otherwise described in the Order. The proposed Order further provides 21 days for parties with an interest in or to the Mortgaged Property and the Secured Property to object to appointment of a receiver, and for a hearing for this Court to consider making the temporary appointment of the Receiver one that extends to the final resolution of these proceedings. The proposed Order also contemplates that if there are no objections, the Receiver will be automatically converted to a permanent appointment after the 21 days. In support hereof, Bank shows the Court as follows: RELEVANT BACKGROUND 1. Contemporaneously herewith, Bank filed its Verified Petition (the “Petition”) against 4SB and the Defendants, including claims for breach of promissory note, foreclosure of the Mortgage, and appointment of a receiver over 4SB, the Mortgaged Property and the Secured Property. 2. Bank is the holder in due course and owner of all loan documents at issue in these proceedings, with the right to enforce the obligations therein and to seek the remedies sought therein. 3. 4SB is the record owner of the Mortgaged Property that is the subject of the Petition and this Motion, more specifically described as follows: All of that portion of Lot One (1) in Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the Official Plat thereof, as follows: Commencing at the Northeast corner of said Lot, which is the intersection of Fourth and Boston Streets; thence in a Westerly direction along the Fourth Street line of said Lot, a distance of 60 feet; thence in a Southerly direction parallel with the Boston Street line of said Lot, a distance of 90 feet; thence Easterly parallel with the Fourth Street line of said Lot to Boston Street, a distance of 60 feet; thence in a Northerly direction along the Boston Street line of said Lot, for a distance of 90 feet to the place of beginning. AND A strip of land 60 feet long by 5 feet wide along the Southerly lot line of Lot One (1), Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the recorded Official Plat thereof, and more particularly described as follows: Commencing on the Boston Avenue line of said Lot One (1) at a point 90 feet South of the Northeast corner of said Lot One (1), running thence in a Westerly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence in a Southerly direction, parallel with the Boston Avenue line of said property for a distance of 5 feet; thence in an Easterly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence North along the Boston Avenue line of said property to the point of beginning. 4. The remaining Defendants each claim or may claim some interest in the Mortgaged Property. 5. The Mortgaged Property is located in Tulsa County, Oklahoma. 6. 4SB is the record owner of the Secured Property that is the subject of the Petition and this Motion, more specifically described as follows: All of 400 South Boston, LLC’s presently owned and after acquired rights, title and interest in and to all bank accounts held at Regent Bank, including all substitutions, renewals, additions and interest, and all presently owned and after acquired rights, title and interest in and to all equipment, tools, HVAC units, pumps, hoses, and machinery (and all parts thereof), inventory, furniture, furnishings, trade fixtures, fixtures, kitchen equipment, walk-in coolers, accounts, bank accounts, contract rights, accounts receivable, instruments, documents, chattel paper, investment property, deposit accounts, letter-of-credit rights, general intangibles, payment intangibles, choses in action, insurance policies, insurance proceeds, goods, merchandise, contracts, contract right, leases, lease rights, licenses, license payments, management contracts, permits, software, computers, raw materials, work in process, supplies, materials used or consumed in 400 South Boston, LLC’s business, including but not limited to art work, signage, décor, statues, monuments, equipment, inventory, seating, all personal property and furniture, including all cash or non-cash proceeds of any of the foregoing and all documents, files, records, documents, instruments and electronic data evidencing or relating to any of the above, leases, master leases, management agreements and licenses, permits, plans, specifications, rents, and all products thereof, and all substitutions, replacements, additions, or accessions thereof, arising from or affixed to the following real estate, situated in Tulsa County, Oklahoma, to wit: All of that portion of Lot One (1) in Block One Hundred Thirty-Six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the Official Plat thereof, as follows: Commencing at the Northeast corner of said Lot, which is the intersection of Fourth and Boston Streets; thence in a Westerly direction along the Fourth Street line of said Lot, a distance of 60 feet; thence in a Southerly direction parallel with the Boston Street Line of said Lot, a distance of 90 feet; thence Easterly parallel with the Fourth Street line of said Lot to Boston Street, a distance of 60 feet; thence in a Northerly direction along the Boston Street line of said Lot, for a distance of 90 feet to the place of beginning. AND A strip of land 60 feet long by 5 feet wide along the Southerly lot line of Lot One (1), Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the recorded Official Plat thereof, and more particularly described as follows: Commencing on the Boston Avenue line of said Lot One (1) at a point 90 feet South of the Northeast corner of said Lot One (1), running thence in a Westerly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence in a Southerly direction parallel with the Boston Avenue line of said property for a distance of 5 feet; thence in an Easterly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence North along the Boston Avenue line of said property to the point of beginning. All of 400 SB Developer, LLC’s presently owned and after acquired rights, title and interest in and to that certain Development Fee as described in Section 4(A) of the Development Services Agreement between 400 SB Developer, LLC and 400 South Boston, LLC, in the amount of $1,240,149.00 7. The remaining Defendants each claim or may claim some interest in the Secured Property. 8. The Secured Property is located in Tulsa County, Oklahoma. 9. On June 27, 2018, Bank extended Loan Number 401385 to Defendant 4SB in the original principal amount of $10,470,000.00 (the “Loan”) as evidenced by that Commercial Loan Agreement executed by 4SB and Bank on June 27, 2018 (the “Loan Agreement”), a copy of which is attached hereto, marked Exhibit “2” and incorporated herein by reference. The Loan Agreement was modified on several occasions, as more specifically described in paragraph 15 of the Petition, which is incorporated herein by reference. 10. The Mortgaged Property and Secured Property were pledged by 4SB as partial security for the debt evidenced by the Amended Note, as defined in paragraph 17 of the Petition, which is incorporated herein by reference. Such security interests are established and evidenced by the Mortgage and the Security Agreement, as defined in paragraphs 24 and 32 of the Petition, which are incorporated herein by reference (the Loan Agreement, Amended Note, Mortgage and Security Agreement, collectively, the “Loan Documents”). 11. Bank is the current holder in due course and owner of the Loan Documents, with the right to enforce the obligations therein and to seek the remedies sought in the Petition and this Motion. 4SB is the record owner of the Mortgaged Property and Secured Property, and, as is identified more particularly below, Bank is the owner of the rents. 12. 4SB has failed and refused and continues to fail and refuse to pay the indebtedness due and owing under the Amended Note. 13. As of February 17, 2026, there was due, owing and unpaid on the Amended Note, the total sum of $11,425,314.30 consisting of $10,964,644.54 in principal, and accrued interest in the amount of $460,669.77. Interest continues to accrue at the rate of $2,208.16 per day from February 17, 2026, until the indebtedness is paid in full. 14. Under the terms of the Amended Note, Bank is entitled to recover its costs, expenses and reasonable attorneys’ fees incurred in connection with this action. 15. Bank has incurred and will continue to incur substantial costs, including attorneys’ fees, in enforcing its rights and remedies under the Loan Documents, including without limitation the costs of instituting this lawsuit and reasonable attorneys’ fees related to Bank’s enforcement efforts. ARGUMENT & AUTHORITY A. Bank is Entitled to the Immediate Appointment of a Receiver Oklahoma law, at 12 O.S. § 1551(2)(b)-(c), allows for appointment of a receiver in the following expressly enumerated situations: (2) In an action by a mortgagee for the foreclosure of his mortgage and sale of the mortgaged property or in connection with a mortgagee foreclosing his mortgage by power of sale under the Oklahoma Power of Sale Mortgage Foreclosure Act: . . . (b) that a condition of the mortgage has not been performed, and that the property is probably insufficient to discharge the mortgage debt, or (c) that a condition of the mortgage has not been performed and the mortgage instrument provides for the appointment of a receiver. See also MIF Realty L.P. v. Duncan Dev. Co., 1995 OK CIV APP 25, 892 P.2d 664, 667 ("[T]he parties’ agreement for the appointment of a receiver is enforceable if otherwise qualified under § 1551."). Bank is entitled to the appointment of a receiver under each of the three enumerated situations. The Mortgage identifies, among other remedies, as follows: Notwithstanding anything contained in this Mortgage or the other Loan Documents to the contrary, Mortgagee shall be entitled as a matter of right without notice and subject to posting a $100,000 bond and without regard to the solvency or insolvency of Mortgagor, or waste of the Property or adequacy of the security of the Property, to apply for the appointment of a receiver under any applicable law. The receiver shall have all the rights, powers and remedies as provided by any such applicable law. Mortgagor does hereby irrevocably consent to such appointment. The Mortgage is attached hereto, marked as Exhibit "3", and incorporated herein by reference. The Security Agreement identifies, among other remedies, Bank’s entitlement to the following: Seek appointment of a receiver or liquidating agent over the Collateral. Pledgor hereby irrevocably consents to the appointment of a receiver and/or liquidating agent upon the occurrence of an Event of Default and as long as the Secured Obligation remains unsatisfied and outstanding. The Security Agreement is attached hereto, marked as Exhibit “4”, and incorporated herein by reference. When parties to a loan agreement negotiate and contract for the appointment of a receiver in the event of default, such appointment is appropriate at law. See Am. Bank & Trust Co. v. Bond Int'l Ltd., No. 06-CV-0317-CVE-FMH, 2006 WL 2385309 (N.D. Okla. Aug. 17, 2006) (citing Britton v. Green, 325 F.2d 377, 382 (10th Cir. 1963) ("holding that mortgagee was entitled to appointment of a receiver where the parties had agreed in mortgage that mortgagee was entitled to appointment of receiver and mortgage consented to appointment of receiver"). The parties may further agree by contract to waive the notice requirements established by the relevant statutory scheme. See State ex rel. Fisher v. S. Atl. Dredging Co., 200 OK CIV APP 123, ¶ 7, 15 P.3d 523, 525 ("[P]arties to a contract may agree in advance to submit to the jurisdiction of a given court, to permit notice to be served by the opposing party, or even to waive notice altogether.") (quoting National Equipment Rental, Limited v. Szukhent, 375 U.S. 311, 316, 84 S.Ct. 411, 414, 11 L.Ed.2d 354 (1964)). The terms of the Mortgage, the Security Agreement, and of the applicable law, 12 O.S. § 1551(2)(b)-(c), are clear and unambiguous. In the event of 4SB’s default under the Loan Documents, Bank is entitled to have a receiver appointed for the purposes identified in the Petition and in this Motion. For that reason, and those set forth in detail throughout this Motion, Bank is entitled to the immediate appointment of a receiver to take possession and control of the Mortgaged Property and the Secured Property, to protect, preserve, and administer the same. B. Appointment of a Receiver Should Include a Grant of Ancillary Injunctive Relief Oklahoma courts have long recognized the appointment of a receiver carries with it an implied injunction against interference with any property in that receiver’s custody or control. See U.S. Nat. Bank v. National Bank of Guthrie, 51 P. 119, 136-37 (Okla. Terr. 1897); See also Stanolind Crude Oil Purchasing Co. v. Busey, 1939 OK 234, 90 P.2d 876, 880. This state’s judiciary’s adoption of the ancillary injunctive relief is found clearly in Witt v. Jones, 1925 OK 149, ¶ 10, 233 P. 722, 724, wherein the Court stated as follows: The remedy of the [tax collector] in such case should be sought by intervention in the suit in which the receiver was appointed, and that court may properly enjoin him from levying upon the property, and has undoubted jurisdiction to punish him for contempt in violating such injunction. And in such case a receiver may have an injunction to restrain the collection of a tax, although there are present none of the grounds of equitable jurisdiction, as where the property seized is personality and could accordingly be recovered in an action at law. And the rule under discussion is not confined in its application to the federal courts, but has been recognized and followed by the state courts. More specifically, though Oklahoma courts do not appear to have opined directly thereon, courts addressing the issue have generally evinced broad support for the issuance of blanket injunctions enjoining and staying all litigation against receivers and the property in their custody. See Liberte Capital Group, LLC v. Capwill, 462 F.3d 543 (6th Cir. 2006); See also S.E.C. v. Byers, 609 F.3d 87, 92 (2d Cir. 2010); Saffady v. Dunn, No. 07-CV-12347, 2009 WL 1868032, at *4 (E.D. Mich. June 26, 2009); See also S.E.C. v. McNaul, No. 08-1159-JTM, 2009 WL 2780167, at *3 (D. Kan. Sept. 1, 2009). It is imperative, given the nature of the litigation at issue and the number of Defendants already identified as those who may claim some interest in the Mortgaged Property and the Secured Property, that the appointment of a receiver herein be accompanied by ancillary injunctive relief prohibiting third parties from (i) interfering with the operation of the Mortgaged Property or Secured Property, and (ii) initiating concurrent litigation related to the Mortgaged Property or Secured Property in any forum other than this Court. This Court has jurisdiction over the Mortgaged Property, the Secured Property, and 4SB, and as necessary to determine the claims of any third parties and direct payment thereof. As a result, no prejudice will befall any creditor as a result of the requested ancillary injunctive relief. To the contrary, allowing a race to judgment by and among creditors will unduly impair and prejudice all creditors of 4SB. It is customary, reasonable, and prudent to allow the receiver appointed herein protective ancillary jurisdiction as necessary to satisfy their obligations with a minimum of litigation or other interference. C. The Receiver Should be Entitled to Reasonable Rights and Protections During the term of the Receivership It is well established that court appointed receivers in Oklahoma are entitled to the protection of the doctrine of judicial immunity. Hathcock v. Barnes, 2001 OK CIV APP 69, ¶ 5, 25 P.3d 295, 296; see also Farrimond v. State ex rel. Fisher, 2000 OK 52, ¶ 15 n.4, 8 P.3d 872, 876 n.4 ("[A] court-appointed receiver acts as a functionary of the court and as such is performing a judicial act. Thus, immunity is justified and defined by the functions it protects and serves, not by the person to whom it attaches.”) The courts have further recognized a receiver’s decisions during the performance of his obligations are subject to the business judgment rule. See Harris v. Dildine, 1926 OK 839, ¶ 8, 251 P. 76, 77 (“A receiver is vested with discretion to manage and control the property entrusted to him in such manner as an ordinarily prudent person would manage and control his own property.”) (Citation omitted). To facilitate the efficient administration of the Mortgaged Property and Secured Property, the Court should vest the receiver with the typical powers and protections described herein, and otherwise set forth in the proposed Order submitted herewith as Exhibit “1”. Specifically Bank asks that the Court’s Order include that the receiver (i) shall be provided all licenses, permits, and authorities to be used under 4SB’s or its property manager’s name(s) in order to operate the Mortgaged Property and Secured Property until time to renew such licenses in the receiver’s name; (ii) shall not be obligated in any manner to prepare or file any delinquent, current, or future state or federal income tax returns; (iii) shall not be individually held personally responsible for any local, state, or federal income, property, payroll, or other taxes of 4SB and affiliates or property managers except for payroll or sales taxes incurred as a result of the receiver’s administration of the Mortgaged property or Secured Property; and (iv) any and all communications of the receiver with any attorney or accountant retained by the receiver shall be privileged. In addition, a receiver has the right to reject or assume any contracts or leases related to the assets in its possession, which should be recognized and included in this Court’s Order. See Sunflower Oil Co. v. Wilson, 142 U.S. 313, 322, 12 S.Ct. 235, 237, 35 L.Ed. 1025 (1892); see also U.S. Trust Co. v. Wabash W. Ry. Co., 150 U.S. 287, 299-300, 14 S. Ct. 86, 90, 37 L.Ed. 1085 (1893). The Court should further order the receiver has “the right to determine whether the assets are so burdensome or of such little value as to render the administration of the same unprofitable, and if he so determines the court may upon his petition authorize the abandonment of the worthless property.” Helvey v. U.S. Bldg. & Loan Ass’n of Los Angeles, 184 P.2d 919, 921 (Ct. App. Cal. 1947); See also Quilling v. Trade Partners, inc., 2011 WL 4973870, at *2 (W.D. Mich. Sept. 30, 2011). In order to ensure the efficient administration of the Mortgaged Property and Secured Property by the receiver, Bank requests the Court include in its Order that the receiver: (i) shall have the sole power and authority (a) to oversee and make all final decisions concerning the financial affairs relating to the Mortgaged Property and Secured Property, (b) to remove any existing employees, officers, managers, directors (collectively the “Personnel”), and identify and appoint qualified individuals to serve as managers of 4SB, (c) to analyze, market and sell any or all of the receivership assets or any other property of the receivership estate, and (d) to manage and operate the receivership estate on a daily basis; (ii) may at any time after the entry of the Order in his or her sole discretion upon the exercise of his business judgment determine that any or all of the Personnel should be removed; and (iii) upon such determination, may at any time in his sole discretion file a Notice with the Court identifying the Personnel to be removed and any individuals appointed to replace the removed Personnel and upon such filing, the identified Personnel shall be deemed immediately, removed from their position or office and any replacements shall be deemed immediately appointed. Finally, the law supports a receiver’s right to reject or assume any contracts or leases related to the Mortgaged Property or Secured Property. Sunflower Oil Co. v. Wilson, 142 U.S. 313, 322, 12 S.Ct. 235, 237, 35 L.2d. 1025 (1892) and U.S. Trust Co. v. Wabash W. Ry. Co., 150 U.S. 287, 299-300, 14 S.Ct. 86, 90, 37 L.Ed. 1085 (1893). Bank requests the Court recognize this right in its Order appointing a receiver. For the reasons set forth herein, Bank requests the Court appoint C. David Rhoades of Turnaround Professionals, L.L.C., as receiver and designate him as the person to administer the Mortgaged Property and Secured Property. A copy of C. David Rhoades’ curriculum vitae is attached hereto as Exhibit “5” and reflects that C. David Rhoades is well qualified and experienced in serving as a real estate manager and has specific experience and expertise with assets similar to the Mortgaged Property and Secured Property. Bank has confirmed C. David Rhoades holds no interest in or claims against any of the parties to this case and, as such, is a disinterested party well suited to serve as receiver herein. Bank requests the Court set the amount of the receiver’s bond at $100,000.00. WHEREFORE, premises considered, Regent bank respectfully request this Court appoint C. David Rhoades to serve as receiver over the Mortgaged Property, the Meridia Property and the Secured Property, and granting other injunctive relief reasonably necessary to implement and facilitate the receiver’s administration of the same. Respectfully submitted, James R. Hicks, OBA No. 11345 David A. Sturdivant, OBA No. 20859 Dillon J. Hollingsworth, OBA No. 33915 BARROW & GRIMM, P.C. 110 W. Seventh Street, Suite 900 Tulsa, OK 74119 (918) 584-1600 (Telephone) (918) 585-2444 (Facsimile) [email protected] [email protected] [email protected] And Bradley K. Beasley, OBA #628 BOESCHE McDERMOTT LLP 110 West 7th Street, Suite 900 Tulsa, Oklahoma 74119 (918) 583-1777 (telephone) (918) 592-5809 (facsimile) [email protected] (email) ATTORNEYS FOR REGENT BANK VERIFICATION STATE OF OKLAHOMA ) COUNTY OF TULSA ) ) SS Bill Glover of Regent Bank, of lawful age, being first duly sworn, upon oath states that he has read the foregoing Petition of Plaintiff Regent Bank, and that the facts and allegations therein set forth are true and correct to the best of his knowledge and belief. Further Affiant Saith Not. Subscribed and sworn to before me this 27 day of February 2026. ALICIA ROSAS Notary Public My Commission No.: 17003268 My Commission Expires: 4-3-2029 IN THE DISTRICT COURT IN AND FOR TULSA COUNTY STATE OF OKLAHOMA REGENT BANK, ) ) ) Plaintiff, ) ) vs. Case No. 400 SOUTH BOSTON, LLC; HAWKINS OIL, L.L.C.; JAMES F. HAWKINS, JR.; 400 SB MANAGER, LLC; 400 SB DEVELOPER, LLC; 400 SB OPERATOR, LLC; THE MERIDIA, LLC; CITY OF TULSA; and CENTRAL STATE BANK ) ) Defendants. ) ORDER APPOINTING RECEIVER NOTICE TO FILE OBJECTIONS THIS ORDER WAS ENTERED AS A TEMPORARY ORDER. UNLESS THERE IS AN OBJECTION FILED BEFORE THE LATER OF (A) 28 DAYS AFTER THE ENTRY OF THIS ORDER OR (B) 21 DAYS AFTER YOU ARE SERVED HEREWITH, THEN THIS ORDER SHALL BECOME A FINAL ORDER WITHOUT THE NEED FOR ANY FURTHER HEARING. On this ___ day of _______, 2026, the Verified Motion to Appoint Receiver (the "Receiver Motion"), filed _______, 2026, by Plaintiff Regent Bank ("Bank") comes on for consideration. The Court, having reviewed the pleadings, including the Verified Petition ("Petition"), the Receiver Motion, the verification of Bill Glover, EVP, Chief Credit Officer, as authorized agent for Bank to verify the Petition and the Receiver Motion, the briefs, and the relevant provisions in the Loan Documents (as defined in the Receiver Motion), which provide that Bank, as a matter of right, is entitled to the appointment of a receiver and that Defendant 400 South Boston, LLC ("4SB") consents to said appointment, and the presentations of counsel, finds that for good cause shown a receiver should be and is hereby appointed over the Mortgaged Property and the Secured Property (both as defined in the Receiver Motion and hereafter). The Mortgaged Property (and Meridia Property) and Secured Property, together with all other property obtained by the receiver as a result of this (or subsequent) Order of this Court, is collectively referred to herein as the "Receivership Property". IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Court as follows: 1. C. David Rhoades, of Tulsa, Oklahoma, is hereby appointed as receiver over the Receivership Property ("Receiver"). 2. The Receivership Property shall include: A. The Mortgaged Property, Leases and Rents as defined in the Receiver Motion; B. The Secured Property, as defined in the Receiver Motion; and C. All other property obtained by the receiver as a result of this (or subsequent) Order of this Court and as otherwise described in the Order. 3. The Receiver's appointment shall become effective upon the filing herein by the Receiver of an undertaking in the sum of $__________.__, conditioned as provided by law and the filing herein of his Oath as Receiver as provided by law. 4. The Receiver is authorized to evaluate the operations which comprise the Receivership property for the maximum dollar value, for marketing to a potential purchaser(s) or other such use as the Receiver deems appropriate. 5. The Receiver is appointed under the authority of this Court as authorized by 12 O.S. §§1551(2)(c) & (5) and has been qualified, and is hereby ordered, authorized and directed to immediately take the Receivership Property into his possession and control. The Receiver shall have, without limitation, all of the powers (but not obligations) of a Trustee, as provided by the United States Bankruptcy Code, as amended, and Defendants and all persons claiming under them are ordered and directed to deliver to Receiver forthwith (i) possession of the Receivership Property, including all contracts, agreements, books and records, and other documents with respect to the Receivership Property and the operations of the Receivership Property, (ii) all accounts at any financial institution and records relating to such accounts titled in the name of 4SB or any related entity, affiliate or property manager whereby the proceeds or other income derived from the Receivership Property have been deposited, and (iii) all books, records and documents related to the Receivership Property. Immediately upon entry of this Order, the Receiver is ordered and authorized to manage the Receivership Property to the best advantage and to collect and receive all accrued or accruing revenues, collections, accounts, income, profits, rents, and proceeds therefrom. Out of all revenues, collections, accounts, income, profits, rents, and proceeds coming into his hands pursuant to the terms of this Order, the Receiver is authorized to pay the reasonable and necessary expenses required to carry on the business of the Receivership Property, including lease payments and obligations, all accumulated taxes on any property, insurance premiums, expenses for the operations of the Receivership Property, expenses of any repairs necessary to preserve said property in good condition and to maintain all required licenses and permits for the operation of the Receivership Property. Any revenues obtained by the Receiver in excess of the expenses authorized above may be paid to the Bank until the obligations are paid in full and then held by the Receiver to await the further order of the Court. Unless a loss is compensable by the Receiver’s bond or errors and omissions insurance, the Receiver shall not be personally responsible for financial losses of the Receivership Property. 6. The Receiver is authorized to take and have complete and unfettered access to the Receivership Property and any records of 4SB. 7. The Receiver is authorized to conduct a forensic accounting of 4SB, including but not limited to property, liabilities and funds of the Receivership Property. 8. Defendants shall provide the Receiver with a complete accounting of the funds taken from 4SB and any explanations for the transactions. 9. The Receiver is authorized to employ such managers, agents, employees, servants, accountants, and attorneys as may in the Receiver’s judgment be advisable or necessary in carrying out his duties regarding the business of the Receivership Property. 10. The Receiver is an officer of the Court and as an officer of the Court has the ability and authority to compose and file pleadings is his capacity as Receiver. "When property or a business is placed in receivership, the court takes possession of the assets through its court-appointed receiver. A receiver is an officer of the court who holds property and funds coming into his hands by the same right and title as the person for whose title he is the receiver..." Norman, 1995 OK 67, ¶ 7, 832 P.2d 6. 11. The Receiver is authorized and directed to obtain such licenses, permits, certificates, or other authorizations as may be required under state, federal or local law to operate, maintain and collect the revenues and income generated by the Receivership Property. This specifically entitles the Receiver to step into the shoes of 4SB and any property manager operating the business of the Receivership Property. 12. The Receiver shall have the right to issue subpoenas to obtain documents and records pertaining to the receivership, and conduct discovery in this action on behalf of the receivership estate (the “Estate”). The Estate shall consist of all the Receivership Property and all other property over which the Receiver is appointed pursuant to this Order, all of which shall be held in custodia legis by this Court. 13. In the event that any parties to this action or any entities owned by the Defendants, either individually or collectively, have assets in their possession or have transferred assets that may be or was property of the Estate, the parties shall identify those assets and at the Receiver’s discretion, turn the assets over to the Receiver for further disposition. All such property shall be included in the Estate. 14. The Receiver is specifically vested with the discretion to be exercised in his business judgment to either continue the operations of the business of 4SB in the ordinary course to preserve its going concern value or to reduce such operations to the point of cessation. To avoid any ambiguity, the Receiver is authorized, but not directed, to marshal all of the Receivership Property in the Estate and sell the same in a manner to maximize the value of the same; provided the terms, manner and means of such sale shall be approved by Bank, except for sales in the normal course of business. 15. The parties and all other persons or entities served with a copy of this Order shall cooperate fully with and assist the Receiver in the performance of his duties subject to a party’s appropriate assertion of the Fifth Amendment privilege against self-incrimination, and other appropriate assertion of any other privilege or right. This cooperation and assistance shall include, but not be limited to, the turnover of any and all Receivership Property, providing any information to the Receiver that the Receiver deems necessary to exercising the authority and discharging the responsibilities of the Receiver under this Order; providing any passwords required to access any computer or electronic files in any medium; turning over any assets (cash or other tangible assets); and advising all persons who owe money to 4SB resulting from 4SB’s ownership of the Receivership Property that all such debts should be paid directly to the Receiver. 16. Defendants, and all managers, members, directors, officers, employees, agents, independent contractors and other natural or legal entities acting in concert with them are hereby enjoined from directly or indirectly transferring, dissipating or otherwise disposing of any of the property of the Estate and its proceeds, or from otherwise transferring, concealing, destroying or making any other disposition of any personal or entity assets including, but not limited to, funds in bank or brokerage accounts, automobiles or any other real or personal property owned, possessed or controlled by 4SB without prior authorization from the Court. 17. All banks, brokerage firms or other financial institutions (collectively the “Financial Institutions”) that are served with a copy of this Order shall cooperate with all reasonable requests of the Receiver relating to implementation of this Order shall cooperate with all reasonable requests of the Receiver relating to implementation of this Order, including transferring funds at his direction and producing records relating to the accounts of 4SB and any property manager and their respective business operations. Facsimile or electronic transmission of a copy of this Order shall constitute service on any such Financial Institutions. 18. The Receiver is covered by the doctrine of judicial immunity and any of his actions shall be governed by the business judgment rule. 19. The Receiver shall, as part of his duties, proceed to analyze the Receivership Property and if warranted in his best business judgment proceed to find qualified buyers of the Receivership Property on a free and clear basis. The Receiver has the specific power to sell any or all property of the Estate as a “transfer,” as set forth in 12 O.S. § 1554, and is hereby authorized to sell any or all of the Receivership Property or any other property of the Estate. The Receiver shall file a motion with this Court for approval of the terms of any sale of the Receivership Property that are deemed material in nature, provided however, no further authority shall be required to sell any assets whose individual value is less than $10,000.00 or that were sold in the normal course of business. 20. The Receiver is authorized without further order of the Court to remove any property from the Estate that he deems burdensome or of inconsequential value. 21. The Receiver shall have the right to borrow funds by Receiver’s Certificate up to $500,000 from a bank of the Receiver’s choice, on terms agreeable to both parties, to carry out the duties and responsibilities of the Receiver, including, without limitation, to defray the operating expenses of the property and to defray any expenses incurred in connection with the ordinary course of administration of the Estate. This shall be secured by a first priority lien on the Assets of the Receivership Estate, subject only to the fees and expenses of the Receiver. If additional funds are required, then the Receiver shall file a Motion to issue additional Receiver’s Certificates and Receiver further approval by this Court. 22. The Receiver may at any time by filing a motion upon notice to all parties, seek entry of a further order from the Court for such other and further authority as it may deem necessary or desirable by the Receiver for the administration, protection or benefit of the Estate. 23. The Receiver’s fee shall be two percent 2% of the gross sales value of the Receivership Property, whichever is higher. In addition, the Receiver shall be authorized to utilize others on his staff to assist him in the performance of his duties and shall be compensated for the time reasonably spent by such persons at their normal hourly rates which range from $50 to $350 per hour. The Receiver is authorized to hire management and staff to operate the Receivership Property or retain existing management, which shall be deemed an expense of the Receiver. The Receiver is authorized to retain any professionals deemed appropriate in his sole discretion such as attorneys, accountants, or appraisers (collectively the “Professionals”) and shall be entitled to reimbursement for reasonable out-of-pocket costs and expenses including the reasonable fees, costs and expenses of the Professionals to the extent required by the Receiver in connection with the performance of his duties as specified herein and the staff, which may be modified by order of this Court upon proper motion, after notice and a hearing. Unless otherwise ordered by the Court, the employment and payment of the Professionals shall not be subject to prior approval by this Court except as part of the Receiver’s final accounting. 24. The Receiver shall have as of the entry of this Order a valid and perfected lien on the Receivership Property that is subject of this Order to secure payment to the Receiver of the fees and expenses of the Receiver that are approved by this Court (the “Receiver’s Lien”). The Receiver’s Lien granted hereby shall be a superior lien, with priority over all other liens, claims and interests. Dismissal of this case shall not affect the nature, extent or validity of the Receiver’s Lien and shall be ineffective to divest this Court of jurisdiction to hear and approve any requested fees and expenses of the Receiver and to discharge the Receiver and any bond. This Court explicitly retains jurisdiction despite any attempted dismissal to hear and rule on receivership-related issues. See Brown v. R.L. Bivings, 1957 OK 205, 316 P.2d 855. 25. If any or all of the provisions of this Order are hereafter modified, vacated, or stayed, such modification, vacation, or stay shall not affect the validity or enforceability of the lien, priority or other protection authorized or created hereby. Notwithstanding any such modification, vacation, or stay, the Receiver shall be entitled to all the rights, remedies, privileges, and benefits granted herein. 26. To the extent permitted by law, the provisions of this Order shall be binding upon and inure to the benefit of the Receiver and all of the parties, their respective successors and assigns including any trustee hereinafter appointed as a representative of the Estate herein, or of the Estate in any subsequent proceedings under the Bankruptcy Code, and all creditors of 4SB, and other parties in interest. 27. In order to promote judicial efficiency, all persons who receive actual or constructive notice of this Order are enjoined in any way from disturbing or in any way interfering with the Receiver’s administration of the Estate or from prosecuting any new proceedings (including collection or enforcement proceedings) that involve the Receiver or the Estate unless such person or persons first obtain the permission of this Court or the Receiver. All parties to this case and any other entity given notice of this Order are hereby enjoined from any and all of the following: (1) the commencement or continuation, including the issuance or employment of process, of a judicial, administrative, or other action or proceeding against the Receivership Property, the Estate or the Receiver that was or could have been commenced before the entry of this Order or to recover a claim against the Receivership Property, the Estate or the Receiver that arose before the entry of this Order; (2) any act to obtain possession of or to exercise control over the Estate or any property thereof; (3) any act to create, perfect, or enforce any lien against the Estate or any property thereof; (4) any act to create, perfect, or enforce against the Estate or any property thereof any lien to the extent that such lien secures a claim that arose before the entry of this Order; (5) any act to collect, assess, or recover a claim against the Receivership Property, the Estate or any property thereof, or the Receiver, that arose before the entry of this Order; or (6) the setoff of any debt related to the receivership Property that arose before the entry of this Order against any claim against the Receivership Property, the Estate or any property thereof or the Receiver. 28. The injunctive relief granted herein may be modified or waived only by (1) written approval from the Receiver or his counsel or (2) by order of this Court upon proper motion, after notice and a hearing. 29. The Receiver shall have the right upon notice and opportunity to any additional injunctive relief to enforce his rights under this Order or as otherwise authorized by statute or common law against the parties to this case after Court approval for any issue not contemplated herein. The Court may set a hearing upon any opposition to such a request on three days’ notice. 30. Any cause of action against the parties to this action relating to the Receivership property or the receivership shall be filed in this Court and joined as a part of this action. 31. The Receiver shall have the right to privileged confidential communications with all counsel in this case as outlined in Federal Rule of Civil Procedure 66. 32. Communications among or between Professionals and Receiver shall be privileged without any exceptions. Such privilege shall extend to any of the Receiver’s staff. 33. The Receiver may employ, for a specified special purpose, other than to represent the Receiver as general counsel, an attorney that has represented any of the parties in this case, if in the best interest of the Estate, and if such attorney does not represent or hold any interest adverse to Receiver or to the Estate with respect to the matter on which such attorney is to be employed. The Receiver is specifically authorized to engage one or more of the attorneys for Bank upon any matter not directly related to the liens, claims and/or interests of Bank. 34. Utility companies and other providers of utility services, including without limitation, electricity, gas, water, sewage, wastewater, recycling services, refuse, garbage, television/cable and telephone are directed not to demand security deposits or to discontinue service. The utility companies and other providers are also directed to assist in any and all requests made by the Receiver and/or staff in relation to any accounts in the name of 4SB or any property manager and any and all of the addresses associated with the Receivership Property described within. These requests include but are not limited to the turning on and off utilities, the transfer of the utilities into the Estate, and any other requests made to assist the Receiver in his duties. 35. The Receiver has a right to reject any contracts or leases related to the Receivership Property as found in Sunflower Oil Co. v. Wilson, 142 U.S. 313, 322 (1892) and U.S. Trust Co. v. Wabash W. Ry. Co., 150 U.S. 287 (1893). 36. The Receiver has "the right to determine whether the assets are so burdensome or of such little value as to render the administration of the same unprofitable, and if he so determines the court may upon his petition authorize the abandonment of the worthless property." Helvey v. U.S. Bldg. & Loan Ass'n of Los Angeles, 184 P.2d 919, 921 (Ct. App. Cal. 1947); See also Quilling v. Trade Partners, inc., 2011 WL 4973870, at *2 (W.D. Mich. Sept. 30, 2011). The Receiver is hereby authorized to abandon any or all of the Receivership Property upon the Receiver's determination that such assets are burdensome or of such little value as to render the administration of the same unprofitable. Upon such determination, the Receiver may at any time upon the exercise of his business judgment file a Notice with the Court describing the property to be abandoned and upon such filing, the described property shall be deemed abandoned from this Estate for all purposes. 37. All persons or entities, including banks, controlling possession of any property of the Estate shall cooperate with the Receiver on the directions thereof. Upon presentation of this Order all persons, or entities, including banks, shall turn over all funds, operating bank accounts and safety deposit boxes related to or associated with the Receivership to the Receiver without delay and delete all designated signors on the bank account. 38. The Receiver may but shall not be obligated in any manner to prepare or file any delinquent, current or future state or federal income tax returns and shall not be individually held personally responsible for any local, state or federal income, property, payroll or other taxes of the Receivership Property except for payroll or sales taxes incurred as a result of the Receiver’s administration of the Estate. The Estate shall not constitute a separate or new taxpayer. 39. The Receiver, and no one else, shall be vested with the sole and exclusive power and authority to file and maintain a voluntary bankruptcy petition under the United States Bankruptcy Code, Title 11 U.S.C. § 101, et seq., for 4SB if such is deemed appropriate in the sole discretion of Receiver in the exercise of his business judgment. The officers, directors, managers, members, shareholders, interest holders and others with authority to act on behalf of 4SB are specifically enjoined from taking any action inconsistent with the terms of this Order and from authorizing any action by 4SB inconsistent with the terms of this Order, they by-laws or operating agreement as of the entry of this Order. For the avoidance of doubt, the officers, directors, managers, members, shareholders, interest holder and others with authority to act on behalf of 4SB are specifically enjoined from filing a voluntary bankruptcy petition under the Bankruptcy Code, Title 11 U.S.C. § 101, et seq., for 4SB or from commencing or cooperating with the commencement of any other insolvency proceeding for 4SB, which authority rests solely with the Receiver. 40. The Receiver shall have the sole power and authority, consistent with the terms of this Order, (i) to oversee and make all final decisions concerning the financial affairs relating to the Estate, (ii) to remove any existing employees, officers, managers, directors (collectively the “Personnel”), and identify and appoint qualified individuals to serve as governing or managing members, officers or directors of 4SB, (iii) analyze, market and sell any or all of the Receivership Property or any other property of the Estate, and (iv) manager and operate the Estate on a daily basis. The Receiver may at any time after the entry of this Order in his sole discretion upon the exercise of his business judgment, determine that any or all of the Personnel should be removed. 41. The individual representatives of 4SB or relating to the Receivership Property are hereby authorized and directed to perform all acts, take any action, and execute and comply with the terms of such other documents, instruments, and agreements, as Receiver may reasonably require as evidence of and for the protection of the Estate or that may be otherwise deemed necessary by the Receiver to affect the term and conditions of this Order. 42. All parties shall provide notice to the Receiver of any and all filings with this Court and hearing dates. 43. The Court reserves the right to modify and supplement this Order from time to time as may be deemed necessary and advisable. 44. This Order is entered as a temporary order and shall become a permanent order unless there is a timely objection filed and after a hearing, the Court finds this Order should be modified or vacated. Objections must be filed prior to the later of (i) 28 days after the entry of this Order or (ii) 21 days after service upon the Borrower. To avoid any ambiguity, this Order is effective upon its entry and shall remain in full force and effect unless and until further Order of this Court. 45. ALL PERSONS HAVING NOTICE OF THIS ORDER ARE HEREBY ADVISED THAT THE TERMS OF THIS ORDER, INCLUDING BUT NOT LIMITED TO THE INJUNCTIVE RELIEF GRANTED HEREIN, SHALL BE ENFORCEABLE BY CONTEMPT, AS WELL AS ANY OTHER MEANS AUTHORIZED BY LAW. ENTERED THIS _____ day of ________, 2026, at _____ o’clock _____.m. CST. ____________________________________ JUDGE OF THE DISTRICT COURT Prepared by: James R. Hicks, OBA No. 11345 David A. Sturdivant, OBA No. 20859 Dillon J. Hollingsworth, OBA No. 33915 BARROW & GRIMM, P.C. 110 W. Seventh Street, Suite 900 Tulsa, OK 74119 (918) 584-1600 (Telephone) (918) 585-2444 (Facsimile) [email protected] [email protected] [email protected] And Bradley K. Beasley, OBA #628 BOESCHE McDERMOTT LLP 110 West 7th Street, Suite 900 Tulsa, Oklahoma 74119 (918) 583-1777 (telephone) (918) 592-5809 (facsimile) [email protected] (email) ATTORNEYS FOR REGENT BANK Approved as to Form and Content: C. David Rhoades 401 South Boston Avenue Suite 2320 Tulsa, OK 74103 (918) 728-3340 (918) 582-7070 (Fax) COMMERCIAL LOAN AGREEMENT THIS COMMERCIAL LOAN AGREEMENT ("Agreement") is entered into on this 27th day of June, 2018, by and between 400 South Boston, LLC, an Oklahoma limited liability company (hereinafter "Borrower") and Regent Bank (hereinafter "Lender"). RECITALS AND ACKNOWLEDGEMENTS 1. Borrower requests Lender provide this commercial loan in the principal amount of Ten Million Four Hundred Seventy Thousand and No/100ths Dollars ($10,470,000.00) (hereinafter the "Loan"). The proceeds of the Loan shall be utilized by Borrower for certain commercial purposes, specifically to finance the purchase real estate which is described in Exhibit "A" attached hereto and improvements to an existing building (hereinafter the "Property"). Borrower acknowledges that the proceeds of this Loan shall be used solely and exclusively for the purposes set forth herein and shall not be used for agricultural or non business purposes. 2. The Loan is evidenced by this Agreement, a Commercial Promissory Note of even date ("Commercial Promissory Note"), Security and Pledge Agreement with Assignment of Rights and Interest, and the Guaranty Agreements of Hawkins Oil, L.L.C, James F. Hawkins, Jr., Ryan Keith, RKHP, LLC, 3RS Shankar Holdings, LLC, Romel Chatterjee, Sangita Patel Chatterjee, 400 SB Manager, LLC, 400 SB Developer, LLC, and 400 SB Operator, LLC, as well as other documents evidencing the Loan (including all modifications, extensions, amendments and addendums) (collectively the "Loan Documents"). It is acknowledged by Borrower that this Loan may be evidenced by other documents, which Lender may request Borrower to execute subsequent to the execution of this Agreement and Borrower agrees to execute such documents as reasonably requested by Lender. Any such subsequently executed document shall be considered part of the Loan Documents. 3. All collateral used to secure repayment of this Loan (including, if applicable, all mortgages, deed of trusts and security interests granted to Lender by Borrower), shall serve as collateral for all other loan obligations which Borrower may have with Lender now or in the future, including but not limited to all renewals, modifications and amendments to this Loan. 4. Subject to Borrower's compliance with all of the terms, conditions and covenants set forth in the Loan Documents and predicated on Borrower's representations and warranties, each of which is material and is being relied upon by Lender, Lender agrees to make the Loan and advance funds for the benefit of Borrower in the amounts and on the terms hereinafter set forth herein, or in such lesser sums as the Borrower may request in accordance with the terms of the Loan Documents. AGREEMENT 5. Subject to the terms and conditions in this Agreement and those contained in the Loan Documents, Lender will provide this loan to Borrower in an amount not to exceed the principal sum of Ten Million Four Hundred Seventy Thousand and No/100ths Dollars ($10,470,000.00) as evidenced by the Commercial Promissory Note. 6. Subject to the terms set forth in the Loan Documents, all amounts due and owing under this Loan, including all outstanding principal and accrued interest shall be immediately due and payable on the Maturity Date of the Loan, which is the 27th day of September, 2024 (herein the "Maturity Date"). 7. On the Closing Date the Borrower shall execute and deliver to Lender a Commercial Promissory Note (the "Note"), dated as of the Closing Date in the original principal amount of Ten Million Four Hundred Seventy Thousand and No/100ths Dollars ($10,470,000.00) plus interest on the outstanding principal balance at the fixed interest rate of Wall Street Journal Prime Rate plus .25% per annum as established on June 27, 2018, then converting to a fixed interest rate of Wall Street Journal Prime plus .50% per annum as established on September 27, 2019, with an interest rate ceiling of 6.75%. Lender's obligation to advance proceeds under the Loan shall be subject to the terms set forth in the Loan Documents and Borrower's compliance with all covenants, terms and conditions set forth therein. For the purposes of this Agreement, the term "Wall Street Journal Prime Rate" shall mean for any day, an annual rate of interest published from time to time in Money Rates Column of The Wall Street Journal (Southwest Edition) ("WSJ") as the "prime" lending rate for such date. 7.1 Repayment Terms. Borrower shall make fifteen (15) monthly payments of interest calculated on the outstanding principal balance commencing on July 27, 2018, and thereafter on the 27th day of each month. Borrower shall make twelve (12) monthly payments of interest calculated on the outstanding principal balance commencing on October 27, 2019, and thereafter on the 27th day of each month. Borrower shall make forty-seven (47) monthly payments of principal and interest commencing on October 27, 2020, and thereafter on the 27th day of each month, with one final payment of all outstanding principal and interest (balloon payment) due on the Maturity Date. Principal and interest payments shall be based on a twenty-five (25) year amortization schedule. 8. Advances. The obligation of Lender to make each Advance (including the initial Advance) is subject to the following conditions precedent: 8.1 Lender shall have received a certified copy of all action taken by Borrower to authorize the execution, delivery, and performance of this Agreement and the other Loan Documents as required by Lender and such other records as Lender shall reasonably require. 8.2 Borrower shall have paid the Lender all of Lender’s reasonable costs and expenses (including appraisal fees and Lender’s attorneys’ fees) incurred in connection with the negotiation, preparation and execution of the Loan Documents and the satisfaction of the conditions precedent. 8.3 Borrower shall have granted Lender a perfected first priority security interest in the personal property of Borrower, a real estate mortgage and assignment of licenses, leases and rents in all of its presently owned and hereafter acquired personal property and real estate as described in the Loan Documents. 8.4 No Event of Default and no event that with notice, lapse of time or otherwise could become an Event of Default shall have occurred and be continuing. 8.5 Borrower's representations and warranties to Lender shall be true in all material respects on and as of the date each Advance is to be made with the same force and effect as if made on and as of such date. 8.6 There shall not have occurred any Material Adverse Change. For the purposes of this Agreement and the Loan Documents, the term Material Adverse Change shall mean a material adverse change in: (a) Borrower's assets, operations, business or financial condition, (b) Borrower's ability to pay or perform under the Loan Document, (c) the collateral, taken as a whole, (d) the perfection or priority of Lender's security interest or mortgage, or (e) Lender's rights and remedies under an of the Loan Documents. 8.7 All legal matters incident to the transaction hereby contemplated shall be satisfactory to Lender. 8.8 Borrower shall provide Lender with an opinion letter in form and content satisfactory to Lender. 8.9 Borrower shall, within ninety (90) days of the date hereof, have established and continually maintained Lender as its principal bank of account. 8.10 Borrower shall obtain and provide Lender with an ALTA survey of the Property, acceptable in form and content to Lender, showing all easements, encroachments or other item which could affect Lender's mortgage interest. Such survey must satisfy the survey exception in the Lender title insurance commitment. 8.11 Lender shall have received appraisals on the Property to be pledged and mortgaged as collateral for this Loan and such appraisals shall demonstrate a loan to value of not more than 80%. 8.12 Lender shall have the right to inspect the Property and all collateral prior to funding this Loan. 8.13 Borrower shall have established an account with Lender which shall be designated as the "Construction Account." Borrower shall utilize the funds held in the Construction Account for payment of improvement costs associated with the construction of the improvements to be built upon the Property. These conditions precedent exist solely for Lender's benefit, and Lender in its sole discretion shall determine whether they have been satisfied. Any waiver or failure of Lender to enforce one or more of the conditions precedent shall not be interpreted or construed as a waiver of Lender's rights under the Loan Documents. 9. Subject to all other conditions and requirements stated in the Loan Documents, Lender shall advance the proceeds of the Loan to Borrower as follows: 9.1 $929,134.89 to be advanced to Borrower for payoff of the EPA Brownfield amd Wright Oil Company of Oklahoma, Inc. loans; 9.2 The remaining funds to be advanced to Borrower for the purposes set forth above, provided however, that all other conditions set forth in the Loan Documents are met and that all conditions precedent have been satisfied. 10. Advancing requirements. Borrower shall submit in writing each request for an advance (an "Advance") under this Loan (each such request, an "Advance Request"), including the Plans and Specifications, and all other information and documentation reasonably requested by Lender, prior to Lender advancing any funds to Borrower, including but not limited to lien waivers and releases in form and content approved by Lender. By submitting an Advance Request, Borrower is certifying to Lender that all requested Loan proceeds shall be utilized solely for the permitted purposes set forth herein and that Borrower is in compliance with the terms, covenants and conditions set forth in the Loan Documents. 10.1 All requests for advances shall be supported by invoices and documentation as reasonably requested by Lender. 10.2 The general contractor to be utilized in the construction of improvements on the Property is River City Development, LLC, which Lender hereby approves. Lender shall have the right to approve any changes to the general contractor, which approval shall not be unreasonably withheld, conditioned or delayed. 10.3 Borrower shall submit a detailed draw request for each requested advance, supported by AIA form G702 & G703, with approval from the architect of record and such other forms as Lender may approve or require. Each draw requests shall be subject to review by Lender and shall be include lien waivers, in recordable form, signed by each person or entity providing material, labor or services related to the construction of the improvements on the Property. 10.4 Lender shall have no less than seventy-two (72) hours to respond to Borrower's properly submitted Advance Request. Lender shall have the right, but not the obligation, to issue joint checks in the names of the Borrower and the general contractor, subcontractor(s) or suppliers in payment of sums due related to the construction of the improvements. 10.5 Advances made hereunder shall be based upon the percentage of completion of construction. 10.6 Upon funding of each advance, Borrower shall provide Lender with lien waivers from all contractors, subcontractors and material and labor providers providing goods, labor or services upon the Property during construction of the improvements. 10.7 Borrower shall obtain Lender's approval on any single change order exceeding $25,000, or change orders that exceed $150,000 in the aggregate, with such approval not to be unreasonably withheld, conditioned or delayed. 10.8 Borrower shall obtain Builder's Risk insurance in form and content acceptable to Lender and in such amounts sufficient to satisfy the Loan. Lender shall be named as mortgagee and loss payee on all insurance policies. 10.9 Borrower shall submit to third party progress inspections. All costs related to such inspections shall be paid by Borrower. 10.10 If required by Lender, Lender shall have received a title report dated within five (5) days of the requested Advance from the Title Company showing no state of facts objectionable to Lender, including, but not limited to, an endorsement showing that title to the Land is vested in Borrower and that no claim for mechanics' or materialmen's liens has been filed against the Mortgaged Property, except for an item contested by Borrower. 10.11 Lender shall have no obligation to make Advances or to disburse Loan proceeds if: (a) Borrower is in default under the terms of this Agreement or any of the Loan Documents or any other agreement that Borrower has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt or in the case of an individual, dies, subject to the Borrower's right to cure as set forth in Section 8 (g) of the Guaranty Agreement of James F. Hawkins, Jr., Ryan Keith, Romel Chatterjee, Sangita Patel Chatterjee; (c) there occurs a Material Adverse Change, or; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the loan or any other loan with Lender. 11. Covenants. In addition to all other requirements, terms and conditions of funding set forth in the Loan Documents, Borrower shall have a continuing obligation and duty to submit the following information and comply with the following terms, conditions and covenants until the satisfaction and repayment of all loan obligations owed by Borrower to Lender, as evidenced by the Loan Documents. 11.1 Reporting Requirements: 11.1(a). Annual Tax Returns. The Borrower and each Guarantor will furnish to the Lender, copies of annual federal tax returns and all schedules, or the appropriate extension, within ten (10) days after filing but in no event later than October 15 of each year. Borrower shall provide Lender with a signed copy of any such tax extension. 11.1(b). Quarterly Company Prepared Financial Statement. Within forty-five (45) days of quarter end Borrower will furnish to Lender a copy of its balance sheet as of the end of such fiscal period and the statements of income, members’ equity and cash flows for such fiscal period, each prepared by in conformity with GAAP, all in reasonable detail and satisfactory in scope to Lender. 11.1(c). Annual Financial Statements. Within ninety (90) days after year end, beginning with the year ending December 31, 2018 and continuing annually, Borrower, and Hawkins Oil, L.L.C., James F. Hawkins, Jr., Ryan Keith, RKHP, LLC, 3RS Shankar Holdings, LLC, Romel Chatterjee, Sangita Patel Chatterjee, 400 SB Manager, LLC, 400 SB Developer, LLC and 400 SB Operator, LLC will furnish to Lender its/his annual financial statement for such fiscal year, in reasonable detail and satisfactory in scope to Lender. 11.1(d). Borrower shall promptly notify Lender of any material change in circumstance which could result in Borrower’s inability to satisfy Borrower’s obligations to Lender as set forth in the Loan Documents. 11.1(e). Borrower shall provide such other statements, collateral and property listings, accounts, budgets, forecasts or reports as Lender may reasonably request until full satisfaction and repayment of this Loan. 11.1(f). Borrower shall provide Lender with a complete and accepted set of written Plans and Specifications and contracts setting forth all improvements to be constructed on the Property and copies of all permits and requisite approvals of any governmental body necessary for the construction and use of the Property or improvements. 11.1(g). Inspection. Lender or its agents, representative or designee shall have the right to conduct field audits of Borrower’s books, operations, equipment, inventory and all collateral on a quarterly basis. 11.1(h). Upon Lender’s request, Borrower shall provide Lender with a list of all contractors, subcontractors, laborers and material providers utilized in connection with the construction of the improvements upon the Property. Lender shall have the right to communicate with any person to verify payment, status or invoices or any request for payment made by Borrower to the extent that Borrower is responsible for payment directly to such person or persons. 11.1(i). Borrower shall provide Lender with a quarterly STR Report which shall be due within thirty (30) days from quarter end, commencing after the first quarter following the receipt of a certificate of occupancy. 11.1(j). Borrower shall provide Lender its compliance certificate, in the form attached hereto as Exhibit “B” or such form as reasonably acceptable to Lender in all respects, certified by the appropriate officer of Borrower pursuant to the applicable provisions of this Agreement, certifying that as of the date thereof, among other things, (i) the Debt Coverage Ratio for the applicable period of time immediately preceding the date of the certificate and (iii) no Event of Default shall have occurred and be continuing or if the Event of Default shall have occurred and be continuing, specifying in detail the nature and period of existence thereof. 11.2 Negative Covenants. 11.2 (a). Changes in Management or Ownership. Borrower will not change its management structure, ownership or control structure without the prior written consent of Lender. Notwithstanding the foregoing, Twain HTC Fund V, LLC, which is a member of 400 SB Master Tenant, LLC ("Master Tenant"), which is one of the members of Borrower, and Historic Equity, Inc., which is a member of 400 SB Managing Member, LLC ("Managing Member"), which is one of the members of Borrower, shall each have the right to withdraw as members from the respective entities of which they are a member, in their sole discretion, whenever each or either of them shall elect, after the expiration of the recapture period, pursuant to separate agreement between the members of Master Tenant and the members of Managing Member. Historic Equity, Inc. shall have the right to reduce its membership interest in Managing Member. 11.2(b). Borrower agrees and covenants that it shall not engage in any act of dissolution or liquidation during the term of this agreement without the prior written consent of Lender. In the event Borrower engages in any act of dissolution or liquidation, whether voluntary or involuntary, this Loan shall become immediately due and payable without further notice and Lender may exercise all rights and pursue all remedies available to Lender under the Loan Documents and the laws of the State of Oklahoma. Upon reasonable belief of Lender that Borrower is insolvent, has engaged in an act of dissolution or liquidation, Lender may declare this Loan in default and seek the immediate appointment of a receiver and seek all other remedies available to Lender. 11.2(c). Borrower shall not pledge, hypothecate, mortgage, assign, sell, encumber or otherwise transfer any right, title or interest in and to any item of collateral pledged by Borrower to Lender under this Loan, provided that, notwithstanding the foregoing, Lender acknowledges and agrees that Borrower is simultaneously entering into that certain Bridge Loan with Central State Bank. 11.2(d). Borrower shall not create, incur or suffer to exist indebtedness in excess of $100,000.00 including any debt obligation, loan obligation, guaranty obligation or contractual obligations, excluding accounts payable in the ordinary course of business, including but not limited to pledging, mortgaging or otherwise encumbering any item of collateral pledged to Lender, without first obtaining Lender's written consent, provided that, notwithstanding the foregoing, Lender acknowledges and agrees that Borrower is simultaneously entering into that certain Bridge Loan with Central State Bank. 11.3 Financial Covenants. 11.3(a). Borrower shall keep all items pledged as collateral free and clear of all liens, encumbrances, attachments and the like, except as expressly permitted by Lender in writing and liens for taxes that are not yet due and payable, provided that, notwithstanding the foregoing, Lender acknowledges and agrees that Borrower is simultaneously entering into that certain Bridge Loan with Central State Bank. 11.3(b). Insurance. Borrower will keep or cause to be kept adequately insured by financially sound and reputable insurers the Property and all other property of a character usually insured by businesses engaged in the same or similar businesses. All insurance policies covering the collateral shall be endorsed to provide for payment of losses to the Lender as its interest may appear, to provide that such policies may not be canceled, reduced or affected in any manner for any reason without thirty (30) days prior notice to the Lender, and to provide for any other matters which Lender may reasonably require; and such insurance shall be against fire, casualty and any other hazards normally insured against and shall be in the amount of the full value (less a reasonable deductible not to exceed amounts customary in the industry for similarly situated businesses and properties) of the property insured. The Borrower shall at all times maintain adequate insurance against damage to persons or property, which insurance shall be by financially sound and reputable insurers and shall, without limitation, provide the following coverage: comprehensive general liability (including, without limitation, coverage, where applicable, damage caused by explosion, broad form property damage coverage, broad form coverage for contractually independent contractors), worker's compensation, and automobile liability. 11.3(c). Borrower shall maintain the operating account related to the Property with Lender. Borrower hereby irrevocably authorizes Lender to charge any account of Borrower with Lender for installments of principal and/or interest due under the Loan, costs or expenses incurred by Lender for which Borrower is responsible under the Loan and any other obligation owing by Borrower to Lender which is not paid when due. 11.3(d). Debt Service Coverage Ratio. Borrower shall maintain a minimum Debt Service Coverage Ratio: (i) equal to or greater than 1.15:1 for the 12 months ending December 31, 2019, (ii) equal to or greater than 1.25:1 for the 12 months ending December 31, 2020, (iii) equal to or greater than 1.30:1 for the 12 months ending December 31, 2021 and for each subsequent 12 month period ending December 31 thereafter. All calculations for the purposes of satisfying the requirements of 11.3 (d) shall be based on calendar year end financial information, due within 90 days from year fiscal year end. For the purposes of this paragraph, the calculation shall be defined as Cash Flow Available for Debt Service ("CFADS") divided by total debt service. CFADS is defined as net income of Borrower reflected on financial statements prepared in accordance with GAAP, plus non-cash expenses, plus interest expenses, less loans advanced to shareholders plus repayments of shareholder loans, plus extraordinary expenses, less extraordinary nonrecurring income (such as gains and losses on the disposition of assets). Total debt service is defined as all scheduled principal and interest payments due in the year in which CFADS has been calculated. In the event Borrower fails to comply with requirement set forth in this Section 11.3 (d), Borrower shall have the option to cure within the time period set forth in Section 14 below, by reducing the principal balance of the Loan in an amount sufficient to achieve compliance under this Section 11.3 (b). 11.3(e). At Closing, Borrower shall establish an Operating Reserve Account with Lender in the amount of $523,500.00 (the "Operating Reserve Account"). The Operating Reserve Account shall be pledged as collateral to Lender and maintained by Borrower with Lender until such time as the Loan is satisfied in full. 11.3 (f). Within ten (10) days of the issuance of the certificate of occupancy on the Property, Lender shall release $100,000.00 of the Operating Reserve Account to Borrower to be utilized by Borrower for working capital. Borrower shall replenish the balance of the Operating Reserve Account to $523,500.00 within eighteen (18) months from the disbursement of the aforementioned $100,000.00. 11.3 (g). Borrower shall establish a deposit account with Lender for the purposes of meeting the requirements of Section 4.6 of the Hyatt Place Hotel Franchise Agreement between Borrower and Hyatt Place Franchising, L.L.C. dated May 19, 2017. During the first year of operations of the Hyatt Place Hotel (the "Hotel"), Borrower shall deposit 3.00% of the Hotel’s gross room revenue on a monthly basis and 4.00% of the Hotel’s gross room revenue on monthly basis commencing in the second year of the Hotel’s operation and continuing until such time as the Loan is satisfied in full. Lender shall have a continuing security interest and hold in the aforementioned account. Borrower shall only utilize the aforementioned account for the purposes of meeting the requirements of Section 4.6 of the Hyatt Place Hotel Franchise Agreement and Lender shall release its security interest and hold on such amount in order to allow Borrower to meet the obligations under the Hyatt Place Hotel Franchise Agreement. Borrower shall provide Lender with supporting documentation upon request. 11.3 (h). Borrower shall cause _400 SB Developer, LLC to grant Lender a security interest in the deferred development fee owed to 400 SB Developer, LLC in the amount of $1,240,149. Lender shall retain a security interest in and to the development fee until such time as Borrower reaches and maintains a Debt Service Coverage Ratio of 1.75:1 for twelve (12) consecutive months. For the purposes of this section, the calculation of the Debt Service Coverage Ratio shall be defined as set forth in Section 11.3(d). 11.4 Additional Terms, Covenants Requirements and Conditions. 11.4 (a). If Borrower fails in any respect to comply with the provisions of this Agreement or if construction ceases for more than forty-five (45) days before completion regardless of the reason, Lender, at its option, may refuse to make further Advances, and without thereby impairing any of its rights, powers, or privileges, may enter into possession of the construction site and perform or cause to be performed any and all work and labor necessary to complete the Improvements, substantially in accordance with the Plans and Specifications. 11.4 (b). If any of the collateral or improvements constructed by Borrower on the Property are damaged or destroyed by casualty of any nature, within three hundred sixty-five (365) days thereafter Borrower shall restore the collateral and improvements to the condition in which they were in before such damage or destruction with funds other than proceeds of the Loan. Lender shall not be obligated to make disbursements under this Agreement until such restoration has been accomplished. 11.4(c). Lender reserves the right to impose additional reasonable covenants and requirements based on Borrower’s failure to comply with the terms and conditions set forth in the Loan Documents. 11.4 (d). Each Guarantor agrees and acknowledges that all loans, debt obligations and/or right to payment from Borrower to Guarantor shall be subordinate to the loan obligations of Borrower under this Loan. 11.4 (e). Upon completion of construction on the Property, Borrower shall provide Lender with an "As Built" or post construction survey. 11.4 (f). Upon completion of construction on the Property, Borrower shall provide Lender with copies of the Cost Certification audit. 12. Borrower shall pay the following fees and costs: 1.00% origination fee, $250 processing fee, filing and recording fees, and reasonable (i) Lender's attorneys' fees and costs, (ii) title work fees, (iii) appraisal fees, (iv) environmental assessment fees, (v) all other incidental fees and costs associated with this transaction. 13. Mortgage/Security Interest. Lender shall have a continuing first priority real estate mortgage and security interest in and to all items of collateral described in the Real Estate Mortgage and Security and Pledge Agreement executed contemporaneously with this Loan Agreement. Lender shall have a continuing first priority real estate mortgage on all property described in the Real Estate Mortgage executed contemporaneously with this Loan Agreement. Borrower agrees to execute all documents reasonably necessary to properly protect and perfect Lender's security and mortgage interest. Additionally, Borrower hereby grants Lender a continuing security interest in and to all accounts maintained by Borrower with Lender. This provision shall be interpreted as a security agreement and grant of security interest. Borrower authorizes Lender to file one or more UCC-1 Financing Statements or other such documents to record Lender's security interest. Provided that nothing contained herein shall be deemed to grant a security interest in any state tax credit for historic structures allowable pursuant to Oklahoma law, as amended, as in effect from time to time, or any federal tax credits for certified historic structures pursuant to Section 47 (a) of the Internal Revenue Code of 1986, as amended, as in effect from time to time, allocated to the Property or any proceeds therefrom. 14. Representations and Warranties. To induce Lender to enter into this Agreement, Borrower and Guarantors represent and warrant to Lender the following: (a) that all financial statements heretofore delivered to Lender relating to the Borrower and Guarantors are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied, and fully and accurately present the financial conditions reflected therein without material change since the respective dates thereof. Borrower and Guarantors further represent and warrant that as of the date of this Agreement, to Borrower's and Guarantor's knowledge, there are no material indebtedness not disclosed by, or reserved against in said financial statements. (b) Borrower represents that, to Borrower's knowledge, all leases, documents of title, operating agreements, bylaws, resolutions, certificates, documents of title, documents of insurance, financial reports, tax returns, collateral descriptions, and other materials delivered to Lender which relate to Borrower, any item of collateral or Borrower's ability to comply with the terms and conditions set forth in this Agreement and the Loan Documents are true and correct as of the date of this Agreement. Borrower shall have a continuing duty to promptly notify Lender of any material change related to such information. (c) Borrower is in good standing under the laws of the State of Oklahoma and each state in which Borrower conducts business operations. (d) The Loan Documents are the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. Borrower's obligations under the Loan Documents to repay all Advances made hereunder, together with all interest accrued and other charges is absolute and unconditional and as of the date of this Agreement there exists no right of set-off or recoupment, counterclaim, cross-claim or defense of any nature whatsoever to payment or performance of the obligations set forth in this Agreement or the Loan Documents. (e) The execution and delivery of this Agreement and Loan Documents do not and shall not violate any Law or Requirement to which Borrower is subject, conflict with or result in the breach of any agreement or instrument to which Borrower is a party. (f) There are no actions, suits or proceedings pending, or to the knowledge of Borrower, threatened against or affecting Borrower and to Borrower's knowledge, Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority. Borrower shall notify Lender of any actual or threatened action, lawsuit, proceeding, lien or claim against Borrower within ten (10) days of receipt of actual notice or within ten (10) days of Borrower obtaining knowledge, whichever occurs first. (g) No labor, material, work or services have been provided by any person or entity related to or upon the Property except as have been paid in accordance with their respective terms. (h) Borrower and Guarantors agree and acknowledge that the representations, warranties and covenants set forth in this Agreement are of a continuing nature. Borrower and Guarantors shall have a continuing duty to immediately notify Lender of any material change related to such information. EVENTS OF DEFAULTS 14. Upon the occurrence of any of the following Events of Default, or in the event Borrower breaches any covenant, fails to comply with any requirement, obligation or term set forth in the Loan Documents, Lender in its discretion may pursue any remedies available under this agreement or applicable law: a. _Nonpayment of Note._ Nonpayment of any of required payment as set forth herein and under the terms of the Commercial Promissory Note or nonpayment upon maturity of the Note following the mailing of a ten (10) day written notice and cure period. b. _Other Nonpayment._ Nonpayment when due of any amount payable to Lender under the terms of this Agreement or any other Loan Document other than the Note, following the mailing of a fifteen (15) day written notice and cure period. c. _Breach of Covenants._ Nonsatisfaction by Borrower in the performance or observation of any non monetary payment covenant contained in this Agreement, or any Loan Document, following receipt of a ten (10) day written notice from Lender. Any extension or opportunity to cure granted to Borrower by Lender beyond the initial ten (10) day notice period shall not operate as a waiver of default. d. _Representations and Warranties._ Any representation, statement, certificate, schedule or report made or furnished to Lender by Borrower proves to be false or materially misleading at the time of the making thereof, or any warranty ceases to be complied with in any material respect, and Borrower fails to take or cause to be taken corrective measures satisfactory to Lender within ten (10) days after receipt of written notice from Lender relating to the particular default. e. _Insolvency._ Borrower shall: (i) apply for or consent to the appointment of a receiver, trustee or a liquidator of Borrower or its properties; (ii) admit in writing the inability to pay its debts as they mature; (iii) make a general assignment for the benefit of its creditors; (iv) commence any proceeding relating to the bankruptcy, reorganization, liquidation, receivership, conservatorship, insolvency, readjustment of debt, dissolution or liquidation of Borrower or, if action shall be taken by Borrower for the purpose of effecting any of the foregoing, any such appointment or commencement of a proceeding described in this clause (iv), which appointment or proceeding is not terminated or discharged within thirty (30) calendar days of such appointment or proceeding filing date, or (v) becomes insolvent. f. _Creditors’ Proceedings._ Entry of a final judgment against Borrower in an amount in excess of $100,000.00 which is not wholly covered by insurance, after taking any applicable deductible into account, which is not discharged or dismissed within thirty (30) calendar days, or any action initiated by any creditor against Borrower in which an amount in excess of $100,000 is at controversy. g. _Change in Borrowing Entity._ The termination or dissolution of the Borrower as a viable legal entity or as a going concern (as reasonably determined by Lender), or the withdrawal or substitution of the president, trustee or manager (as reasonably determined by Lender) of Borrower, without Lender’s prior written consent. Borrower shall pay the Lender’s attorneys’ fees and all costs associated with any such transfer. h. _Failure to provide financial information._ Failure to provide any documents required herein, may result in a change of rate as follows: from the rate as stated above to default rate of 4.00% over the interest rate charged to Borrower as stated above upon the occurrence of the Event of Default. Provided, however, that the said rate change shall not become effective until Lender gives written notice of the failure to provide documentation and Borrower shall have thirty (30) days from the mailing thereof in which to cure said default. Upon correction of said deficiency, the rate shall readjust to the original rate provided herein and remain at said rate until such time as Borrower should once again fail to comply with the documentation requirements as set forth herein. i. Other Loans. Default by the Borrower of any other loan, extension or credit which it may now or hereafter have with this Lender or any other financial institution or creditor. Borrower agrees and covenants that it shall notify Lender of any such default within ten (10) days of Borrower’s receipt of notice of default. Any extension or opportunity to cure granted to Borrower by Lender beyond the initial ten (10) day notice period shall not operate as a waiver of default. j. Breach of Covenant. Breach of any covenant, restriction, term or requirement contained in this Agreement, any of the Loan Documents or any agreement between Borrower and Lender as determined in Lender’s reasonable discretion. REMEDIES 15. If any of the above Events of Default occur or in the event Borrower breaches any of the covenants, terms, requirements or conditions contained in the Loan Documents and Borrower fails to timely cure the same as herein provided, Lender at its sole discretion may enforce any of the following remedies: 15.a. Acceleration of Note. Declare the Note to be immediately due and payable, whereupon the Note shall become forthwith due and payable without presentment, demand, protest or notice of any kind, and Lender shall be entitled to proceed simultaneously or selectively and successively to enforce its rights under the Note, this Agreement and any other documents benefiting Lender executed pursuant to the terms hereof, or any one or all of them; and/or 15.b. Appointment of Receiver. Have a receiver appointment of Lender’s selection. Borrower hereby irrevocably consents to the appointment of a receiver of Lender’s selection over the day-to-day operations of Borrower, all real property owned by Borrower, all personal property owned by Borrower, all collateral pledged by Borrower to Lender, all contracts to which Borrower is a party, all accounts held by or maintained by Borrower and all other assets of Borrower. Borrower hereby irrevocably consents to the appointment of a receiver upon hearing and notice upon the occurrence of any event of default or breach of any term, covenant or condition in this Agreement or the Loan Documents by Borrower. Borrower shall pay all costs, fees, expenses and attorneys’ fees related to the appointment of a receiver or trustee including all costs, fees, expenses and attorneys’ fees expended during the receivership. Borrower agrees that the Receiver’s bond shall be set by the Court. 15.c. Deposits, Setoff. Set off, regardless of the adequacy of any other collateral, any deposits or other sums due from Lender to Borrower against any and all liabilities, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising of Borrower to Lender. Such sums shall at all times constitute collateral security for all indebtedness and obligations of Borrower to Lender. The rights granted by this Section shall be in addition to the rights of Lender under any statutory and case authority of the State of Oklahoma; and/or 15.d. Selective Enforcement. In the event Lender shall elect to selectively and successively enforce its rights, such action shall not be deemed a waiver or discharge of any other lien, encumbrance or security instrument securing payment of the Note until such time as Lender shall have been paid in full all sums advanced under the Note. The foreclosure of any lien provided pursuant to this Agreement without the simultaneous foreclosure of all such lien shall not merge the liens granted which are not foreclosed with any interest which Lender might obtain as a result of such selective and successive foreclosure. 15.e Waiver of Default. Lender may, at its option, by an instrument in writing signed by Lender, waive any Default which shall have occurred and any consequences of such Default and, in such event, Borrower and Lender shall be restored to their former respective rights and obligations hereunder. Any Default so waived shall, for purposes of this Agreement, be deemed to have been cured and not to be continuing; but no such waiver shall extend to any subsequent or other Default or impair any consequence of such subsequent or other Default or any of Lender's rights relating thereto. 15.f. Default Interest Rate. In the event of a Default by Borrower under this Agreement or any term, covenant or provision set forth in the Loan Documents, Lender may charge Borrower a default rate of interest in the amount of 4.00% over the interest rate charged to Borrower as stated above or the maximum rate of interest, if lower, permitted by then applicable law, until such time Borrower has cured the Default. 15.g. Cumulative Remedies. The remedies herein provided shall be in addition to and not in substitution for the rights and remedies which would otherwise be vested in Lender in law or equity, all of which rights and remedies are specifically reserved by Lender. The remedies herein provided or otherwise available to Lender shall be cumulative and may be exercised concurrently. The failure to exercise any of the remedies herein provided shall not constitute a waiver thereof, nor shall use of any of the remedies hereby provided prevent the subsequent or concurrent resort to any other remedy or remedies which by this Agreement or by law or equity shall be vested in Lender. 16. Notices. All notices or other communications which may be given or which are required to be given by either party to the other and any exercise of a right provided by this Agreement shall be deemed duly given, served or exercised when reduced to writing, dated and either: (i) personally delivered to any Vice President or higher ranking officer of Regent Bank if Regent Bank is the intended recipient, or to any Borrower if Borrower is the intended recipient; (ii) sent by certified or registered mail, return receipt requested, postage prepaid, addressed to the intended recipient at the address specified below; or (iii) deposited into the custody of a nationally recognized overnight delivery service addressed to the intended recipient at the address specified below. Notices shall be effective on the date of delivery or receipt, or, if delivery is not accepted, on the earlier of the date that delivery is refused or upon the date the communication is mailed. For purposes of this Agreement, the addresses of the parties for all notices or other communications shall be as follows (Unless changed by similar notice in writing given by the particular party whose address is to be changed): If to Lender: REGENT BANK Attn: Becky Goumaz, Senior Vice President 7136 S. Yale Suite 100 Tulsa, OK 74136 If to Borrower: 400 South Boston, LLC Attn: Hunt Hawkins 427 S. Boston Avenue, Suite 915 Tulsa, OK 74103 With a copy to: Spencer Fane LLP 2144 E. Republic Road, Suite B300 Springfield, MO 65804 Attn: Shawn Whitney 17. Amendment: Waiver. This Agreement may not be amended, modified, waived, discharged or terminated in any way, except by an instrument in writing executed by both parties hereto; PROVIDED, HOWEVER, Lender may, in writing: (i) extend the time for performance of any of the obligations of Borrower; (ii) waive any Default by Borrower; and (iii) waive the satisfaction of any condition that is precedent to the performance of Lender's obligations under this Agreement. In the event of a waiver of Default by Lender, such specific Default shall be deemed to have been cured and not continuing, but no such waiver shall extend to any subsequent or other Default or impair any consequence of such subsequent or other Default. 18. Right to Defend. Lender shall have the right, but not the obligation, at Borrower's expense, to commence, to appear in or to defend any action or proceeding purporting to affect the rights or duties of the parties hereunder and, in connection therewith, pay out of the funds of the Loan all necessary expenses, including fees of counsel satisfactory to Lender, except in a suit by Borrower against Lender, in which case the prevailing party shall be entitled to such fees and expenses as a part of any judgment obtained. 19. Governing Law. This Agreement, the Loan Documents and all other documents issued and executed hereunder shall be deemed to be a contract made under the laws of the State of Oklahoma, and shall be construed by and governed in accordance with the laws of the State of Oklahoma. Borrower hereby submits itself to the jurisdiction and venue of the Tulsa County District Court or The United States District Court for the Northern District of Oklahoma, Lender's election, except to the extent local law (if different) is required in connection with a foreclosure action. 20. **WAIVER OF JURY TRIAL AND VENUE.** BORROWER HEREBY (a) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (b) WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH LENDER AND BORROWER MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING HERETO AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO THE RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND BORROWER HEREBY AGREES 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. LENDER IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND BORROWER AND LENDER, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY. BORROWER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND/OR THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. BORROWER AGREES THAT THE TULSA COUNTY DISTRICT COURT SHALL HAVE EXCLUSIVE JURISDICTION WITH REGARD TO ALL MATTERS RELATING HERETO AND BORROWER SUBMITS ITSELF TO SUCH VENUE, SUBJECT TO ANY LAWFUL REQUIREMENT TO SUBMIT TO OTHER JURISDICTIONS SO REQUIRED WITH RESPECT TO ENFORCEMENT OF COLLATERAL. 22. **WAIVER OF SPECIAL DAMAGES.** BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE BORROWER MAY HAVE TO CLAIM OR RECOVER FROM LENDER, IN ANY LEGAL ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. 23. **USA Patriot Act Notification.** The Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act of 2001, 31, U.S.C. 5318, it 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 therewith. 24. **Third Party Beneficiary.** Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto, and their respective heirs, personal representatives, successors and assigns, any rights or remedies under or by reason of this Agreement 25. Prohibition Against Assignment. Borrower shall not assign or transfer voluntarily or by operation of law or otherwise dispose of this Agreement or any rights or obligations hereunder, or any monies, property or funds deposited with Lender. An assignment or transfer in violation of this provision shall be invalid, and an assignment or transfer by operation of law shall be deemed to be an invalid transfer. 26. Entire Agreement. This Agreement, the Loan Documents and other instruments, statements or documents described herein (including all documents executed by and between Borrower and Lender) constitute the entire agreement between Borrower and Lender, with any and all prior agreements and understandings being merged herein. 27. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 28. Time of Essence. Time is of the essence of this Agreement. 29. Severability. Should any clause or provision of this Agreement or any instrument, document or agreement provided by Borrower to Lender hereunder be invalid or void for any reason, such invalid or void clause shall not adversely affect the remainder of this Agreement or any such instrument, document or agreement, and such remainder shall remain in full force and effect. 30. Taxes. Borrower has filed all tax returns (federal, state and local) required to be filed and has paid all taxes, assessments and governmental charges and levies thereon to be due, including interest and penalties. 31. Compliance with Laws. Borrower shall comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments, and governmental charges imposed upon it or upon its property. 32. Sale of Loan. Borrower agrees and acknowledges that Lender may sell, transfer, participate or assign this Loan, including all Loan Documents, in whole or in part, to a third party, without further notice or consent of Borrower. Borrower agrees that, subject to the terms of the agreements of the participation, each participating lender will be entitled to rely on the terms of this Agreement and the other Loan Documents as fully as if such participating lender had been named as the holder of the Note and a party to this Agreement and the other Loan Documents. Lender shall have the right to provide all assignees and participants such information concerning this Loan, Borrower, Guarantors and collateral as may be requested from time to time. [SIGNATURES AFFIXED TO FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Loan Agreement as of the day and year first written above. "BORROWER" 400 SOUTH BOSTON, LLC, an Oklahoma limited liability company By: 400 SB Managing Member, LLC, an Oklahoma limited liability company, its Manager By: 400 SB Manager, LLC, an Oklahoma limited liability company, its Manager By: 3RS Shankar Holdings, LLC, an Oklahoma limited liability company By: [handwritten signature] Name: Sangita Patel Chatterjee Title: Managing Member By: RKHP, LLC, an Oklahoma limited liability company By: [handwritten signature] Name: Ryan Keith Title: Manager By: Hawkins Oil, L.L.C., an Oklahoma limited liability company By: [handwritten signature] Name: James F. Hawkins, Jr. Title: President "LENDER" Regent Bank By: ____________________________ Becky Goumaz, Senior Vice President GUARANTORS: 3RS Shankar Holdings, LLC, an Oklahoma limited liability company By: Sangita Patel Chatterjee, Managing Member By: Sangita Patel Chatterjee By: Romel Chatterjee RKHP, LLC, an Oklahoma limited liability company By: Ryan Keith, Manager By: Ryan Keith 400 SB Operator, LLC, an Oklahoma limited liability company By: 3RS Shankar Holdings, LLC, an Oklahoma limited liability company By: Sangita Patel Chatterjee Name: Sangita Patel Chatterjee Title: Managing Member By: RKHP, LLC, an Oklahoma limited liability company By: Ryan Keith Name: Ryan Keith Title: Manager By: Hawkins Oil, L.L.C., an Oklahoma limited liability company By: James F. Hawkins, Jr. Name: James F. Hawkins, Jr. Title: President 400 SB Developer, LLC (Signature Page to Regent Bank Loan Agreement) By: 3RS Shankar Holdings, LLC, an Oklahoma limited liability company By: ____________________________ Name: Sangita Patel Chatterjee Title: Managing Member By: RKHP, LLC, an Oklahoma limited liability company By: ____________________________ Name: Ryan Keith Title: Manager By: Hawkins Oil, L.L.C., an Oklahoma limited liability company By: ____________________________ Name: James F. Hawkins, Jr. Title: President 400 SB MANAGER, LLC, an Oklahoma limited liability company By: 3RS Shankar Holdings, LLC, an Oklahoma limited liability company By: ____________________________ Name: Sangita Patel Chatterjee Title: Managing Member By: RKHP, LLC, an Oklahoma limited liability company By: ____________________________ Name: Ryan Keith Title: Manager By: Hawkins Oil, L.L.C., an Oklahoma limited liability company By: ____________________________ Name: James F. Hawkins, Jr. Title: President By: James F. Hawkins, Jr. Hawkins Oil, L.L.C., an Oklahoma limited liability company By: James F. Hawkins, Jr., President EXHIBIT "A" Legal Description All of that portion of Lot One (1) in Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the Official Plat thereof, as follows: Commencing at the Northeast corner of said Lot, which is the intersection of Fourth and Boston Streets; thence in a Westerly direction along the Fourth Street line of said Lot, a distance of 60 feet; thence in a Southerly direction parallel with the Boston Street line of said Lot, a distance of 90 feet; thence Easterly parallel with the Fourth Street line of said Lot to Boston Street, a distance of 60 feet; thence in a Northerly direction along the Boston Street line of said Lot, for a distance of 90 feet to the place of beginning. AND A strip of land 60 feet long by 5 feet wide along the Southerly lot line of Lot One (1), Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the recorded Official Plat thereof, and more particularly described as follows: Commencing on the Boston Avenue line of said Lot One (1) at a point 90 feet South of the Northeast corner of said Lot One (1), running thence in a Westerly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence in a Southerly direction parallel with the Boston Avenue line of said property for a distance of 5 feet; thence in an Easterly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence North along the Boston Avenue line of said property to the point of beginning. UPON RECORDATION RETURN TO: Regent Bank Attn: Andrew Marshall 7136 S. Yale Suite 100 Tulsa, OK 74136 Mortgage Tax Certification DENNIS SEMLER, Tulsa County Treasurer Date 7/5/18 Tax 10470 Deputy GJB Receipt 489199 Amount of mortgage: $10,470,000.00 REAL ESTATE MORTGAGE, ASSIGNMENT OF CONTRACTS, LEASES, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE LENDER AS MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE BORROWER AS MORTGAGOR UNDER THIS MORTGAGE. THIS REAL ESTATE MORTGAGE, ASSIGNMENT OF CONTRACTS, LEASES, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (this "Mortgage") is made as of this 27th day of June, 2018, by 400 South Boston, LLC, an Oklahoma limited liability company, (the "Mortgagor"), in favor of Regent Bank (the "Mortgagee"), whose address is 7136 S. Yale, Suite 100, Tulsa, OK 74136. NOW THEREFORE, for good and valuable consideration, Mortgagor and Mortgagee desire to enter into this Mortgage and agree as follows: 1. Grant and Secured Obligations. 1.1 Grant. For the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2 below Mortgagor hereby irrevocably and unconditionally GRANTS, BARGAINS, SELLS, CONVEYS, MORTGAGES and WARRANTS to Mortgagee, with power of sale and with right of entry and possession to the extent permitted under applicable law, and grants a mortgage lien in, all estate, right, title and interest which Mortgagor now has or may later acquire in and to the following property that may be owned by Mortgagor (all or any part of such property, or any interest in all or any part of it, as the context may require, the "Property"): (a) The real property located in the County of Tulsa, State of Oklahoma, as described in Exhibit "A", together with all existing and future improvements, easements and rights affording access to it (collectively "Premises") together with: (b) All buildings, structures and improvements now located or later to be constructed on the Premises (the "Improvements"); together with (c) All existing and future appurtenances, privileges, easements, franchises and tenements of the Premises, including all minerals, oil, gas, other hydrocarbons and associated substances which may be in, under or produced from any part of the Premises, all development rights and credits, air rights, water and water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant), and any Premises lying in the streets, roads or avenues, open or proposed, in front of or adjoining the Premises and Improvements; together with (d) (i) any and all leases, ground leases, licenses, rental agreements and occupancy agreements of whatever form now or hereafter affecting all or any part of the Premises or the Improvements, and any and all guarantees, extensions, renewals, replacements and modifications thereof (collectively, the "Leases"), and (ii) all issues, profits, security or other deposits, revenues, royalties, accounts, rights, benefits and income of every nature of and from the Premises or the Improvements, including, without limitation, minimum rents, additional rents, termination payments, bankruptcy claims, forfeited security deposits, damages following default and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability due to destruction or damage to the Premises or the Improvements, together with the immediate and continuing right to collect and receive the same, whether now due or hereafter becoming due, and together with all rights and claims of any kind that Mortgagor may have against any tenant, lessee or licensee under the Leases or against any other occupant of the Premises (collectively, the "Rents"); together with (e) All goods, materials, supplies, chattels, furniture, fixtures, equipment and machinery now or later to be attached to, placed in or on, or used in connection with the use, enjoyment, occupancy or operation of all or any part of the Premises and Improvements, whether stored on the Premises or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of which shall be considered to the fullest extent of the law to be real property for purposes of this Mortgage; together with (f) All building materials, equipment, work in process or other personal property of any kind, whether stored on the Premises or elsewhere, which have been or later will be acquired for the purpose of being delivered to, incorporated into or installed in or about the Premises or Improvements; together with (g) All of Mortgagor's interest in and to all operating accounts, the Loan funds, whether disbursed or not, all reserves, and any other bank accounts of Mortgagor maintained with Mortgagee; together with (h) All rights to the payment of money, awards, accounts, accounts receivable, reserves, deferred payments, refunds, cost savings, payments and deposits, whether now or later to be received from third parties (including all earnest money sales deposits) or deposited by Mortgagor with third parties (including all utility deposits), contract rights, development and use rights, governmental permits and licenses, applications, architectural and engineering plans, specifications and drawings, as-built drawings, chattel paper, instruments, documents, notes, drafts and letters of credit (other than letters of credit in favor of Mortgagee), which arise from or relate to any construction on the Premises or to any business now or later to be conducted on it, or to the Premises and Improvements generally, each to the extent assignable; together with (i) All insurance policies pertaining to the Premises and all proceeds, including all claims to and demands for them, of the voluntary or involuntary conversion of any of the Premises, Improvements or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent domain proceeding, and all causes of action and their proceeds for any damage or injury to the Premises, Improvements or the other property described above or any part of them, or breach of warranty in connection with the construction of the Improvements, including causes of action arising in tort, contract, fraud or concealment of a material fact; together with (j) All books and records pertaining to any and all of the property described above, including computer-readable memory and any computer hardware or software necessary to access and process such memory ("Books and Records"); together with (k) All proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the property described above. (l) All water taps, sewer taps, certificates of occupancy, permits, licenses, franchises, certificates, consents, approvals and other rights and privileges now or hereafter obtained in connection with the Real Estate or the Improvements and all present and future warranties and guaranties relating to the Improvements or to any equipment, fixtures, furniture, furnishings, personal property or components of any of the foregoing now or hereafter located or installed on the Real Estate or the Improvements; (m) Any and all contracts, leases, management agreements or lease rights associated with the Premises including but not limited to any contract or lease relating to the lease of the Premises by the Mortgagor to any third party (the "Contract Rights"). (n) All other or greater rights and interests of every nature in the Real Estate or the Improvements and in the possession or use thereof and income therefrom, whether now owned or hereafter acquired by Borrower. Provided that nothing contained herein shall be deemed to grant a security interest in any state tax credit for historic structures allowable pursuant to Oklahoma law, as amended, as in effect from time to time, or any federal tax credits for certified historic structures pursuant to Section 47 (a) of the Internal Revenue Code of 1986, as amended, as in effect from time to time, allocated to the Property or any proceeds therefrom. Capitalized terms used above and elsewhere in this Mortgage without definition have the meanings given them in the Loan Agreement referred to in Section 1.2(a)(iii) below. 1.2 Secured Obligations. (a) Mortgagor makes the grant, conveyance, and mortgage set forth in Section 1.1 above, and grants the security interest set forth in Section 3, below, for the purpose of securing the following obligations (collectively, the "Secured Obligations") in any order of priority that Mortgagee may choose: (i) Payment of all obligations at any time owing by 400 South Boston, LLC, an Oklahoma limited liability company ("Borrower"), to Regent Bank, its successors or assigns, in the principal amount of: Ten Million Four Hundred Seventy Thousand and No/100ths Dollars ($10,470,000.00) or so much as may be disbursed pursuant to the Note hereinafter described, together with interest thereon, evidenced by that certain Commercial Promissory Note in the principal amount of $10,470,000.00 plus interest (the "Note") payable according to its terms to Mortgagee, having a maturity date of September 27, 2024, unless otherwise renewed or extended, plus all future advances, protective advances, amendments, renewals, costs and interest; (ii) Payment and performance of all obligations of Mortgagor under this Mortgage; and (iii) Payment and performance of all obligations of Borrower under the Commercial Loan Agreement bearing even date herewith between Borrower and Mortgagee (the "Loan Agreement"); and (iv) Payment and performance of any obligations of Borrower under any Loan Document executed by Borrower and/or guaranteed by Mortgagor in favor of Mortgagee, and (v) Payment and performance of all future advances and other obligations that Mortgagor or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Mortgagee, when a writing evidences the parties' agreement that the advance or obligation be secured by this Mortgage; and (vi) Payment and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any of the Secured Obligations. (b) Once duly recorded in the office of the Tulsa County Clerk all persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the terms of this Mortgage and each other agreement or instrument made or entered into in connection with the Secured Obligations. Such terms include any provisions in the Note or the Loan Agreement which permit future advances, protective advances, borrowing, repayment and reborrowing, or which provide that the interest rate on the Secured Obligations may vary from time to time. 2. Assignment of Licenses, Management Contracts, Leases and Rents. Mortgagor hereby assigns all licenses, license payments, management contracts, leases and rents and pledges all licenses, leases, management contracts and rents arising from, under or related to the Property as security for the payment and performance of the obligation owing to Mortgagee. Upon an event of default, as defined under this mortgage or the loan agreement, Mortgagee shall have the irrevocable right to collect leases and rents from all tenants occupying the Premises and Real Estate described in this Mortgage and apply all rents and leases to the Secured Obligations in such order as determined by Mortgagee. 3. _Grant of Security Interest._ (a) _Security Agreement._ The parties intend for this Mortgage to create a lien on the Property, and a collateral assignment of the fixtures, equipment, inventory, signage, contracts, licenses, leases, and management contracts all in favor of Mortgagee. The parties acknowledge that some of the Property and some or all of the fixtures, equipment, inventory, signage, contracts, licenses, leases, and management contracts may be determined under applicable law to be personal property or fixtures. This Mortgage constitutes a security agreement under the Uniform Commercial Code of the State of Oklahoma (the "UCC"), covering all such personal property. (b) _Financing Statements._ Mortgagor authorizes Mortgagee, at the cost of Mortgagor, to file one or more financing statements and such other documents as Mortgagee may from time to time reasonably require to perfect or continue the perfection of Mortgagee's security interest in the Property. 4. _Fixture Filing._ This Mortgage shall constitute a security agreement as defined in the UCC or in any similar replacement statute hereafter enacted and THIS MORTGAGE SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING from the date of its filing in the real estate records of the County where the Premises are situated. This document covers goods which are or are to become fixtures. 5. _Rights and Duties of the Parties._ 5.1 _Representations and Warranties._ Mortgagor represents and warrants that: (a) Mortgagor lawfully possesses and holds fee simple title to all of the Premises and Improvements; (b) Mortgagor has or will have good title to, all Property; (c) Mortgagor has the full and unlimited power, right and authority to encumber the Property and assign the contract rights; (d) This Mortgage creates a valid and prior lien on the Property, subject to the Permitted Liens, if any; (e) The Property includes all property and rights which may be reasonably necessary to promote the present beneficial use and enjoyment of the Premises and Improvements; (f) Except as otherwise expressly disclosed in writing by Mortgagor to Mortgagee, Mortgagor owns any Property which is personal property free and clear of any security agreements, reservations of title or conditional sales contracts, and there is no financing statement affecting such personal property on file in any public office; and (g) Mortgagor's mailing address is 427 S. Boston, Suite 915, Tulsa, OK 74103. 5.2 Taxes, and Assessments. Mortgagor shall pay all real estate taxes and assessments and charges of every kind upon the Property before the same become delinquent, provided, however, that Mortgagor shall have the right to pay such tax under protest or to otherwise contest any such tax or assessment, but only if such contest is diligently pursued, has the effect of preventing the collection of such taxes so contested and also of preventing the sale or forfeiture of the Property or any part thereof or any interest therein 5.3 Performance of Secured Obligations. Mortgagor shall promptly pay and perform each Secured Obligation in accordance with its terms. 5.4 Liens, Charges and Encumbrances. Mortgagor shall immediately discharge any Lien, Charge or Encumbrance which Mortgagee has not consented to in writing in accordance with the terms of the Loan Agreement. 5.5 Damages and Insurance and Condemnation Proceeds. In the event of any casualty or condemnation of the Property, the following provisions shall govern. (a) Subject to the provisions of Section 5.5(b) below, Mortgagee may elect to collect, retain and apply upon the Secured Obligations all proceeds of insurance or condemnation (individually and collectively referred to as "Proceeds") after deduction of all reasonable out-of-pocket expenses of collection and settlement, including attorneys' and adjusters' fees and charges, to the extent they may suffice to pay the full amount of such Secured Obligations then unpaid, and if the same are insufficient to pay such amount in full and Mortgagor does not promptly restore the Property from its own funds, to declare the balance remaining unpaid on the Note and this Mortgage to be due and payable forthwith and avail itself of any of the remedies afforded thereby as in the case of an Event of Default. Any proceeds remaining after application upon the Secured Obligations, as aforesaid, shall be paid by Mortgagee to Mortgagor. (b) Notwithstanding anything in Section 5.5(a) to the contrary, in the event of any casualty to the Improvements or any condemnation of all or any part of the Property, Mortgagee shall disburse Proceeds to Mortgagor to restore the Improvements if no Event of Default exists and if (i) all Proceeds are deposited with Mortgagee so that Mortgagee may disburse such Proceeds to repair or restore the Improvements in accordance with this Section, (ii) in Mortgagee's reasonable judgment, the amount of Proceeds available for restoration of the Improvements (together with undisbursed proceeds of the Loan, if any, available for such purpose and any sums deposited with Mortgagee by Mortgagor for such purpose) is sufficient to pay the full and complete costs of such restoration, (iii) no material Leases in effect at the time of such casualty or condemnation are terminated as a result of such casualty or condemnation, (iv) in Mortgagee's reasonable determination, the Project can be restored in compliance with applicable laws, including zoning laws and ordinances, and (v) in Mortgagee's reasonable determination, such restoration is likely to be completed not later than the Maturity Date. (c) In case Mortgagee does not elect to apply or does not have the right to apply the Proceeds to the Secured Obligations, as provided in Section 5.5(a) or (b) above, Mortgagor shall proceed with diligence to make settlement with insurers or the appropriate governmental authorities and cause the Proceeds to be deposited with Mortgagee to the extent required by the terms of Section 5.5(a) and (b) above. (d) In the event of delay in making settlement with insurers or the appropriate governmental authorities or effecting collection of the Proceeds so that the Proceeds will be unavailable when needed for restoration, Mortgagor shall deposit with Mortgagee the amount required to complete restoration as aforesaid. (e) The Mortgagor shall promptly proceed with the assumption of construction of the Improvements, including the repair of all damage resulting from such fire, condemnation or other cause and restoration substantially to its former condition. All Proceeds and funds deposited by Mortgagor hereunder shall first be fully disbursed before the disbursement of any further proceeds of the Loan. In the event of deposit by Mortgagor of the amount required to complete construction, as aforesaid, and the subsequent receipt of Proceeds, such Proceeds, as and when received, may be collected and retained by Mortgagor. Any request by Mortgagor for a disbursement by Mortgagee of Proceeds and funds deposited by Mortgagor shall be treated by Mortgagee as if such request were for an advance of the Loan hereunder, and the disbursement thereof shall be conditioned upon Mortgagor's compliance with and satisfaction of the same conditions precedent as would be applicable under the Loan Agreement for an advance of the Loan. 5.6 Maintenance and Preservation of Property. (a) Mortgagor shall insure the Property as required by the Loan Agreement and keep the Property in good condition and repair. (b) Mortgagor shall not commit or allow any act upon or use of the Property which would violate: (i) any applicable laws or order of any governmental authority, whether now existing or later to be enacted; or (ii) any public or private covenant, condition, restriction or equitable servitude affecting the Property. Mortgagor shall not bring or keep any article on the Property or cause or allow any condition to exist on it, if that could invalidate or would be prohibited by any insurance coverage required to be maintained by Mortgagor on the Property or any part of it under the Loan Agreement. (c) Mortgagor shall not commit or allow waste of the Property, including those acts or omissions characterized under the Loan Agreement as waste which arises out of Hazardous Material. (d) Mortgagor shall perform all other acts which from the character or use of the Property may be reasonably necessary to maintain and preserve its value. 5.7 Release. Unless sooner released pursuant to the terms and conditions of the Loan Agreement, when all of the Secured Obligations have been paid in full and all fees and other sums owed by Mortgagor under Section 5.8 of this Mortgage and the other Loan Documents have been received, then this Mortgage shall become null and void. In such event Mortgagee shall, upon Mortgagor's written request, release this Mortgage, the lien created thereby, and all notes and instruments evidencing the Secured Obligations. Mortgagor shall pay any reasonable out-of-pocket costs of preparation and recordation of such release. 5.8 Compensation, Exculpation, Indemnification. (a) To the extent permitted by applicable law, Mortgagor agrees to pay or reimburse Mortgagee for all costs, expenses and other advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of this Mortgage, including any rights or remedies afforded to Mortgagee under Section 6.3, whether any lawsuit is filed or not, or in defending any action or proceeding arising under or relating to this Mortgage, including attorneys' fees and other legal costs, costs of any Foreclosure Sale (as defined in Section 6.3(i) below) and any cost of evidence of title. (b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other person as a consequence of any of the following: (i) Mortgagee's exercise of or failure to exercise any rights, remedies or powers granted to Mortgagee in this Mortgage; (ii) Mortgagee's failure or refusal to perform or discharge any obligation or liability of Mortgagor under any agreement related to the Property or under this Mortgage; or (iii) any loss sustained by Mortgagor or any third party resulting from Mortgagee's failure to lease the Property, or from any other act or omission of Mortgagee in managing the Property, during the continuance of an Event of Default, unless the loss is caused by the gross negligence, willful misconduct or bad faith of Mortgagee. Mortgagor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability shall be asserted against or imposed upon Mortgagee. (c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, reasonable out-of-pocket attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other reasonable out-of-pocket costs and expenses which it may suffer or incur: (i) in performing any act required or permitted by this Mortgage or any of the other Loan Documents or by law; (ii) because of any failure of Mortgagor to perform any of its Secured Obligations; or (iii) because of any alleged obligation of or undertaking by Mortgagee to perform or discharge any of the representations, warranties, conditions, covenants or other obligations in any document relating to the Property other than the Loan Documents; provided that Mortgagee shall not be entitled to such indemnity with respect to matters resulting from the gross negligence or willful misconduct of Mortgagee. This agreement by Mortgagor to indemnify Mortgagee shall survive the release and cancellation of any or all of the Secured Obligations and the full or partial release of this Mortgage. (d) Unless otherwise required by applicable law, Mortgagor shall pay all obligations to pay money arising under this Section 5.8 within five (5) business days after demand by Mortgagee. Each such obligation shall be added to, and considered to be part of, the principal of the Note, and shall bear interest from the date the obligation arises at the Default Rate. 5.9 Defense and Notice of Claims and Actions. At Mortgagor’s sole expense, Mortgagor shall protect, preserve and defend the Property and title to and right of possession of the Property, and the security of this Mortgage and the rights and powers of Mortgagee created under it, against all adverse claims. Mortgagor shall give Mortgagee prompt notice in writing if Mortgagor obtains knowledge that any claim is asserted which does or could affect any such matters, or if any action or proceeding is commenced which alleges or relates to any such claim. 5.10 Subrogation. Mortgagee shall be subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Mortgagee in accordance with this Mortgage or with the proceeds of any loan secured by this Mortgage. 5.11 Environmental Matters. (a) Mortgagor hereby represents and warrants to Mortgagee that (i) except as specifically disclosed in the environmental assessment required by the Loan Agreement, if applicable (the “Documents”), to the best of its actual knowledge, (a) the Property is free from contamination by Hazardous Materials, and (b) no release of any Hazardous Material has occurred on, onto or about the Property; (ii) except as specifically disclosed in the Documents, the Property materially complies, and will materially comply based on its anticipated use, with all applicable Environmental Laws relating to Hazardous Materials; (iii) to Mortgagor’s knowledge in connection with the ownership, operation, and use of the Property, all necessary notices have been filed and all required permits, licenses and other authorizations have been obtained relating to Hazardous Materials or applicable Environmental Laws, including those relating to the generation, treatment, storage, disposal or use of Hazardous Materials; (iv) to the best of its actual knowledge without independent investigation or inquiry (except for the Documents), there is no present, past or threatened investigation, inquiry or proceeding relating to the environmental condition of, or to environmental events on or about, the Property; and (v) it has not, nor will it, release or waive the liability of any previous owner, lessee or operator of the Property or any party who may be potentially responsible for the presence of or removal of Hazardous Materials from the Property, nor has it made promises of indemnification regarding Hazardous Materials on the Property to any party. (b) Mortgagor shall: (i) materially comply, and cause all other persons on or occupying the Property to materially comply, with all applicable Environmental Laws relating to Hazardous Materials; (ii) not install, use, generate, manufacture, store, treat, release or dispose of, nor permit the installation, use, generation, storage, treatment, release or disposal of, Hazardous Materials on, under or about the Property, except in compliance with all applicable environmental laws; and (iii) promptly advise Mortgagee in writing (and provide copies of all materials) if Mortgagor obtains actual knowledge of (A) any and all environmental proceedings, whether civil (including actions by private parties), criminal, or administrative proceedings, relating to the Property (collectively, "Environmental Proceedings"), and (B) the presence of any material amount of Hazardous Materials on, under or about the Property of which Mortgagee has not previously been advised in writing. Mortgagor shall promptly perform or with respect to the corrective actions described in the Documents, if any, cause to be performed any and all necessary remedial work ("Remedial Work") required by any Environmental Proceedings; provided, however, that Mortgagor shall perform or cause to be performed such Remedial Work so as to minimize any impairment to Mortgagee's security under the Loan Documents. (c) Mortgagor shall protect, indemnify, defend and hold Mortgagee and any successors to Mortgagee's interest in the Loan and all directors, officers, employees and agents of all of the aforementioned indemnified parties, harmless from and against any and all claims, liabilities, damages (direct or indirect), fines, penalties, judgments, awards, reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and costs and expenses of investigation) (collectively "Expenses") which arise out of or relate in any way to any breach of any representation, warranty or covenant contained herein, or any Environmental Proceedings or any use, handling, production, transportation, disposal, release or storage of any Hazardous Materials in, under or on the Property, whether by Mortgagor or any other person, including, without limitation, (i) all foreseeable and all unforeseeable Expenses arising out of (A) all Environmental Proceedings or the use, generation, storage, discharge or disposal of Hazardous Materials by Mortgagor, any prior owner or operator of the Property or any person on or about the Property; (B) any residual contamination affecting any natural resource or the environment as the result of Hazardous Materials on or about the Property; or (C) any exercise by Mortgagor of any of its rights and remedies hereunder; and (ii) the costs of any required or necessary investigation, assessment, testing, remediation, repair, cleanup, or detoxification of the Property and the preparation of any closure or other required plans. Mortgagor shall pay to Mortgagee from time to time, within five (5) business days after request, an amount equal to such Expenses, as reasonably determined by Mortgagee. 6. Accelerating Transfers, Default and Remedies. 6.1 Accelerating Transfers. An "Accelerating Transfer" means any sale, transfer, conveyance, alienation, pledge, assignment, encumbrance, hypothecation or other disposition of (1) all or any portion of the Property or any portion of any other security for the Loan, and (2) all or any portion of the Mortgagor's right, title and interest in and to the Property or any portion of any other security for the Loan, except as otherwise approved by Mortgagee in writing. Mortgagor agrees that Mortgagor shall not make any Accelerating Transfer, unless the transfer is preceded by Mortgagee's express written consent to the particular transaction. Mortgagee may not unreasonably withhold consent. If any Accelerating Transfer occurs, Mortgagee in its sole discretion may declare all of the Secured Obligations to be immediately due and payable, and Mortgagee may invoke any rights and remedies provided by Section 6.3 of this Mortgage. 6.2 Events of Default. Mortgagor will be in default under this Mortgage upon the occurrence of any one or more of the following events (some or all collectively, "Events of Default", and any one singly, an "Event of Default"): (a) Failure of Mortgagor to observe or perform any covenant or condition contained in this Mortgage; or (b) An "Event of Default" occurs under the Commercial Loan Agreement between Borrower and Mortgagee or any other Loan Document executed by Borrower, that has not been timely cured as provided in the Loan Agreement. (c) An "Event of Default" occurs under any Promissory Note executed in connection with the Secured Obligations. 6.3 Remedies. At any time during the continuance of an Event of Default, Mortgagee shall be entitled to invoke any and all of the rights and remedies described below, in addition to all other rights and remedies available to Mortgagee at law or in equity. All of such rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. (a) Acceleration. Mortgagee may declare any or all of the Secured Obligations to be due and payable immediately. (b) Receiver. Notwithstanding anything contained in this Mortgage or the other Loan Documents to the contrary, Mortgagee shall be entitled as a matter of right without notice and subject to posting a $100,000 bond and without regard to the solvency or insolvency of Mortgagor, or waste of the Property or adequacy of the security of the Property, to apply for the appointment of a receiver under any applicable law. The receiver shall have all the rights, powers and remedies as provided by any such applicable law. Mortgagor does hereby irrevocably consent to such appointment. (c) Entry. Mortgagee, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other commercially reasonable things in connection with those actions that Mortgagee may in its sole discretion considers necessary and appropriate to protect the security of this Mortgage. If Mortgagee so requests, Mortgagor shall assemble all of the Property that has been removed from the Premises and make all of it available to Mortgagee at the site of the Premises. Mortgagor hereby irrevocably constitutes and appoints Mortgagee as Mortgagor's attorney-in-fact to perform such acts and execute such documents as Mortgagee in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Mortgagor's name on any instruments. (d) Cure: Protection of Security. Mortgagee may cure any breach or default of Mortgagor, and if it chooses to do so in connection with any such cure, Mortgagee may also enter the Property and/or do any and all other commercially reasonable things which it may in its sole discretion consider necessary and appropriate to protect the security of this Mortgage, including, without limitation, completing construction of any improvements at the Property contemplated by the Loan Agreement. Mortgagee may take any action permitted under this Subsection 6.3(d) either with or without giving notice to any person. Any amounts expended by Mortgagee under this Subsection 6.3(d) shall be secured by this Mortgage. (e) Uniform Commercial Code Remedies. Mortgagee may exercise any or all of the remedies granted to a secured party under the UCC. (f) Foreclosure; Lawsuits. Notwithstanding anything contained in this Mortgage or the Loan Documents to the contrary, if an Event of Default shall exist, then Mortgagee shall have the right to enforce the provisions of this Mortgage and may, either with or without entry or taking possession, proceed by suit or suits at law or in equity or by any other appropriate proceedings or remedy to enforce payment of the Secured Obligations or the performance of any other term hereof or any other right of Mortgagee. Mortgagor hereby authorizes and fully empowers Mortgagee under such circumstances to foreclose this Mortgage by judicial proceedings or by power of sale pursuant to the laws of the State of Oklahoma with full authority to sell the Property, with or without appraisement at the election of Mortgagee, at public auction or private sale as allowed by applicable law, and convey the same to the purchaser in fee simple, either in one parcel or separate lots and parcels, all in accordance with and in the manner prescribed by law. Out of the proceeds arising from such sale and foreclosure, Mortgagee is authorized and empowered to retain the principal and interest due on the Note and the Secured Obligations, together with all such sums of money as Mortgagee shall have expended or advanced pursuant to this Mortgage or pursuant to statute, with interest thereon as herein provided, and all reasonable out-of-pocket costs and expenses of such foreclosure including lawful and reasonable out-of-pocket attorneys’ fees, with the balance, if any, to be paid to the persons entitled thereto by law. Mortgagor understands and agrees that if any Event of Default exists, Mortgagee has the right, inter alia, in addition to the rights afforded the Mortgagee in this Mortgage with respect to foreclosures by judicial process, to sell the Property without judicial process in compliance with the laws of the State of Oklahoma, as such laws may be amended from time to time. (g) Other Remedies. Mortgagee may exercise all rights and remedies contained in any other Loan Document heretofore, concurrently or in the future executed by Mortgagor or any other person or entity in favor of Mortgagee in connection with the Secured Obligations or any part thereof, without prejudice to the right of Mortgagee thereafter to enforce any appropriate remedy against Mortgagor. Mortgagee shall have the right to pursue all remedies afforded to a mortgagee under applicable law, and shall have the benefit of all of the provisions of such applicable law, including all amendments thereto which may become effective from time to time after the date hereof. (h) Sale of Personal Property. Mortgagee shall have the discretionary right to cause some or all of Mortgagor's interest in the Property, which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law. (i) For purposes of this power of sale, Mortgagee may elect to treat as personal property any Property which is intangible or which can be severed from the Premises or Improvements without causing structural damage. If it chooses to do so, Mortgagee may dispose of any personal property, in any manner permitted by Article 9 of the UCC, including any public or private sale, or in any manner permitted by any other applicable law. (ii) In connection with any sale or other disposition of such Property, Mortgagor agrees that the following procedures constitute a commercially reasonable sale: Mortgagee shall mail written notice of the sale to Mortgagor not later than thirty (30) days prior to such sale. Mortgagee will publish notice of the sale in a local daily newspaper of general circulation. Upon receipt of any written request, Mortgagee will make the Property available to any bona fide prospective purchaser for inspection during reasonable business hours. Notwithstanding, Mortgagee shall be under no obligation to consummate a sale if, in its judgment, none of the offers received by it equals the fair value of the Property offered for sale. The foregoing procedures do not constitute the only procedures that may be commercially reasonable. (i) Single or Multiple Foreclosure Sales. If the Property consists of more than one lot, parcel or item of property, Mortgagee may (i) designate the order in which the lots, parcels and/or items shall be sold or disposed of or offered for sale or disposition; and (ii) elect to dispose of the lots, parcels and/or items through a single consolidated sale or disposition to be held or made under or in connection with judicial proceedings, or by virtue of a judgment and decree of foreclosure and sale; or through two or more such sales or dispositions; or in any other manner Mortgagee may deem to be in its best interests (any such sale or disposition, a "Foreclosure Sale," and any two or more collectively, "Foreclosure Sales"). If Mortgagee chooses to have more than one Foreclosure Sale, Mortgagee at its option may cause the Foreclosure Sales to be held simultaneously or successively, on the same day, or on such different days and at such different times and in such order as Mortgagee may deem to be in its best interests. No Foreclosure Sale shall terminate or affect the liens of this Mortgage on any part of the Property which has not been sold, until all of the Secured Obligations have been paid in full. 6.4 Credit Bids. At any Foreclosure Sale, any person, including Mortgagor or Mortgagee, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for such property, and subject to 6.3(b) and 6.3(f) of this Mortgage, Mortgagee may settle for the purchase price by crediting the sales price of the property against the following obligations: (a) First, the portion of the Secured Obligations attributable to the reasonable out-of-pocket expenses of sale, costs of any action and any other sums for which Mortgagor is obligated to pay or reimburse Mortgagee under Section 5.8 of this Mortgage; and (b) Second, all other Secured Obligations in any order and proportions as Mortgagee in its sole discretion may choose. 6.5 Application of Foreclosure Sale Proceeds. Subject to 6.3(b) and 6.3(f) of this Mortgage, Mortgagee shall apply the proceeds of any Foreclosure Sale in the following manner: (a) First, to pay the portion of the Secured Obligations attributable to the reasonable out-of-pocket expenses of sale, costs of any action and any other sums for which Mortgagor is obligated to reimburse Mortgagee under Section 5.8 of this Mortgage; (b) Second, to pay the portion of the Secured Obligations attributable to any sums expended or advanced by Mortgagee under the terms of this Mortgage which then remain unpaid; (c) Third, to pay all other Secured Obligations in any order and proportions as Mortgagee in its sole discretion may choose; and (d) Fourth, to remit the remainder, if any, to the person or persons entitled to it. 6.6 Subordination, Nondisturbance and Attornment Agreement. Mortgagee's rights under this Agreement and the Loan Documents, including but not limited to the rights to terminate the Amended and Restated Master Lease dated on or about the date hereof are expressly subject to the terms of that certain Subordination, Nondisturbance and Attornment Agreement by and among 400 South Master Tenant, LLC, an Oklahoma limited liability company, Mortgagor and Mortgagee, dated on or about the date hereof. 7. Miscellaneous Provisions. 7.1 Additional Provisions. The Loan Documents fully state all of the terms and conditions of the parties' agreement regarding the matters mentioned in or incidental to this Mortgage. The Loan Documents also grant further rights to Mortgagee and contain further agreements and affirmative and negative covenants by Mortgagor which apply to this Mortgage and to the Property. 7.2 No Waiver or Cure. Each waiver by Mortgagee must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from any delay or failure by Mortgagee to take action on account of any default of Mortgagor. Consent by Mortgagee to any act or omission by Mortgagor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Mortgagee's consent to be obtained in any future or other instance. 7.3 Merger. No merger shall occur as a result of Mortgagee's acquiring any other estate in or any other lien on the Property unless Mortgagee consents to a merger in writing. 7.4 Joint and Several Liability. If Mortgagor consists of more than one person, each shall be jointly and severally liable for the faithful performance of all of Mortgagor’s obligations under this Mortgage. 7.5 Applicable Law. This Mortgage and the creation, perfection and enforcement of the lien of this Mortgage shall be governed by the substantive laws of the State of Oklahoma and Mortgagee may file an action in the State of Oklahoma to enforce Mortgagee’s rights under any Commercial Loan Agreement, Promissory Note, Security Agreement, Guaranty Agreement or any revision, amendment or modification thereof. Any such action filed in the State of Oklahoma shall be subject to the laws of the State of Oklahoma and interpreted in accordance with the terms of said documents. 7.6 Successors in Interest. The terms, covenants and conditions of this Mortgage shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties. 7.7 Interpretation. (a) Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections of this Mortgage are for convenience only and do not define or limit any terms or provisions. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” (b) The word “obligations” is used in its broadest and most comprehensive sense, and includes all primary, secondary, direct, indirect, fixed and contingent obligations. It further includes all principal, interest, prepayment charges, late charges, loan fees and any other fees and charges accruing or assessed at any time, as well as all obligations to perform acts or satisfy conditions. (c) No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Mortgage. The Exhibits to this Mortgage are hereby incorporated in this Mortgage. 7.8 Waiver of Statutory Rights. To the extent permitted by law, Mortgagor hereby agrees that it shall not and will not apply for or avail itself of any appraisement, valuation, stay, extension or exemption laws, or any so-called “Moratorium Laws” now existing or hereafter enacted in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but hereby waives the benefit of such laws. Mortgagor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Property marshaled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction toforeclose such lien may order the Property sold as an entirety. 7.9 Severability. If any provision of this Mortgage should be held unenforceable or void, that provision shall be deemed severable from the remaining provisions and shall in no way affect the validity of this Mortgage. 7.10 Notices. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to have been properly given if made in accordance with the terms of the Loan Agreement. 7.11 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MORTGAGOR, AND, BY ITS ACCEPTANCE HEREOF, MORTGAGEE, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS MORTGAGE, THE NOTE, OR ANY OF THE OTHER LOAN DOCUMENTS, THE LOAN OR ANY OTHER STATEMENTS OR ACTIONS OF MORTGAGOR OR MORTGAGEE. MORTGAGOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. MORTGAGOR FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER IS A MATERIAL INDUCEMENT FOR MORTGAGEE TO MAKE THE LOAN, ENTER INTO THIS MORTGAGE AND EACH OF THE OTHER LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS TO WHICH MORTGAGOR IS A PARTY AS IF FULLY INCORPORATED THEREIN. 7.12 Inconsistencies. In the event of any inconsistency between this Mortgage and the Loan Agreement, the terms hereof shall be controlling to the limited extent necessary to create, preserve, maintain and/or enforce a valid security interest upon the Property, otherwise the provisions of the Loan Agreement shall be controlling. IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of the date first above written. [SIGNATURES AFFIXED TO FOLLOWING PAGES] Mortgagor: 400 SOUTH BOSTON, LLC, an Oklahoma limited liability company By: 400 SB Managing Member, LLC, an Oklahoma limited liability company, its Manager By: 400 SB Manager, LLC, an Oklahoma limited liability company, its Manager By: 3RS Shankar Holdings, LLC, an Oklahoma limited liability company By: __________________________ Name: Sangita Patel Chatterjee Title: Managing Member By: RKHP, LLC, an Oklahoma limited liability company By: __________________________ Name: Ryan Keith Title: Manager By: Hawkins Oil, L.L.C., an Oklahoma limited liability company By: __________________________ Name: James F. Hawkins, Jr. Title: President ACKNOWLEDGMENT STATE OF OKLAHOMA ) COUNTY OF TULSA ) ss. Before me, the undersigned, a Notary Public in and for said County and State on this 27 day of June, 2018, personally appeared James F. Hawkins, Jr., President of Hawkins Oil, L.L.C., Member of 400 SB Manager, LLC, Manager of 400 SB Managing Member, LLC, Manager of 400 South Boston, LLC, to me known to be the identical person who subscribed his name to the foregoing instrument and acknowledged to me that he executed the same as the free and voluntary act and deed of 400 South Boston, LLC, for the uses and purposes therein set forth. Witness my hand and seal the day and year set forth above. [Signature] Notary Public My Commission Expires: SHANNON HALLOWELL Notary Public - State of Oklahoma Commission Number 029003439 My Commission Expires Feb 26, 2022 ACKNOWLEDGMENT STATE OF OKLAHOMA ) COUNTY OF TULSA ) ss. Before me, the undersigned, a Notary Public in and for said County and State on this 27 day of June, 2018, personally appeared Sangita Patel Chatterjee, Managing Member of 3RS Shankar Holdings, LLC, Member of 400 SB Manager, LLC, Manager of 400 SB Managing Member, LLC, Manager of 400 South Boston, LLC, to me known to be the identical person who subscribed his name to the foregoing instrument and acknowledged to me that he executed the same as the free and voluntary act and deed of 400 South Boston, LLC, for the uses and purposes therein set forth. Witness my hand and seal the day and year set forth above. [Signature] Notary Public SHARON L. HALOWELL Notary Public - State of Oklahoma Commission Number 02003439 My Commission Expires Feb 26, 2022 ACKNOWLEDGMENT STATE OF OKLAHOMA ) COUNTY OF TULSA ) ss. Before me, the undersigned, a Notary Public in and for said County and State on this 27 day of June, 2018, personally appeared Ryan Keith, Manager of RKHP, LLC, Member of 400 SB Manager, LLC, Manager of 400 SB Managing Member, LLC, Manager of 400 South Boston, LLC, to me known to be the identical person who subscribed his name to the foregoing instrument and acknowledged to me that he executed the same as the free and voluntary act and deed of 400 South Boston, LLC, for the uses and purposes therein set forth. Witness my hand and seal the day and year set forth above. [Signature] Notary Public SHARON L. HALOWELL Notary Public - State of Oklahoma Commission Number 02003439 My Commission Expires Feb 26, 2022 EXHIBIT "A" Legal Description All of that portion of Lot One (1) in Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the Official Plat thereof, as follows: Commencing at the Northeast corner of said Lot, which is the intersection of Fourth and Boston Streets; thence in a Westerly direction along the Fourth Street line of said Lot, a distance of 60 feet; thence in a Southerly direction parallel with the Boston Street line of said Lot, a distance of 90 feet; thence Easterly parallel with the Fourth Street line of said Lot to Boston Street, a distance of 60 feet; thence in a Northerly direction along the Boston Street line of said Lot, for a distance of 90 feet to the place of beginning. AND A strip of land 60 feet long by 5 feet wide along the Southerly lot line of Lot One (1), Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the recorded Official Plat thereof, and more particularly described as follows: Commencing on the Boston Avenue line of said Lot One (1) at a point 90 feet South of the Northeast corner of said Lot One (1), running thence in a Westerly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence in a Southerly direction parallel with the Boston Avenue line of said property for a distance of 5 feet; thence in an Easterly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence North along the Boston Avenue line of said property to the point of beginning. EXHIBIT "B" Permitted Liens - None - SECURITY AND PLEDGE AGREEMENT WITH ASSIGNMENT OF RIGHTS AND INTERESTS This SECURITY AND PLEDGE AGREEMENT WITH ASSIGNMENT OF RIGHTS AND INTERESTS ("Agreement"), is entered into on this the 27th day of June, 2018, by and between 400 South Boston, LLC, an Oklahoma limited liability company and 400 SB Developer, LLC, an Oklahoma limited liability company (referred to as "Pledgor" and Regent Bank ("Lender"). 400 South Boston, LLC is also referred to as "Borrower." RECITALS A. Borrower requests a commercial loan from Lender in the principal amount of Ten Million Four Hundred Seventy Thousand and No/100ths Dollars ($10,470,000.00) plus interest (the "Loan") according to the terms of that certain Commercial Loan Agreement and Promissory Note of even date between 400 South Boston, LLC and Lender. B. As inducement for the Loan and all future advances thereunder, Pledgor agrees to assign, grant and pledge in favor of Lender, a security interest in certain personal property, listed and described on Exhibit "A" attached hereto. C. Pledgor agrees and acknowledges that Lender would not have agreed to make the Loan without Pledgor's express agreement as set forth in this Security and Pledge Agreement. NOW THEREFORE, in consideration of the mutual promises, covenants, conditions, representations, and warranties hereinafter set forth and for other good and valuable consideration, the parties hereto mutually agree as follows: AGREEMENT 1. Definitions and Construction. 1.1 Definitions. All initially capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Commercial Loan Agreement, Commercial Promissory Note, and Guaranty Agreements (collectively the "Loan Documents"). In addition, the following terms, as used in this Agreement, have the following meanings: "Bankruptcy Code" means Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101-1330), as amended or supplemented from time to time, and any successor statute, and any and all rules issued or promulgated in connection therewith. "Code" means the Oklahoma Uniform Commercial Code, as amended and supplemented from time to time, and any successor statute. “Collateral” means all of the following: (i) All presently owned and after acquired items listed and described under Exhibit “A” attached hereto, including but not limited to all proceeds, substitutions and modifications thereof. Provided that nothing contained herein shall be deemed to grant a security interest in any state tax credit for historic structures allowable pursuant to Oklahoma law, as amended, as in effect from time to time, or any federal tax credits for certified historic structures pursuant to Section 47 (a) of the Internal Revenue Code of 1986, as amended, as in effect from time to time, allocated to the Property or any proceeds therefrom. “Event of Default” has the meaning given to such term in Section 9, the loan documents, any agreement executed by Borrower or Guarantor, or as is usually defined under the laws of Oklahoma. "Guaranty" and/or "Guarantors" shall mean all or any of the following: Hawkins Oil, LLC, LLC, James F. Hawkins, Jr., Ryan Keith, RKHP, LLC, 3RS Shankar Holdings, LLC, Romel Chatterjee, Sangita Patel Chatterjee, 400 SB Manager, LLC, 400 SB Developer, LLC, and 400 SB Operator, LLC,. "Guaranty Documents" shall mean the Guaranty Agreements signed by Guarantors. "Loan" shall mean the that certain commercial loan in the principal amount of Ten Million Four Hundred Seventy Thousand and No/100ths Dollars ($10,470,000.00) plus interest according to the terms of that certain Commercial Loan Agreement and Promissory Note of even date executed by Borrower, and all protective advances, renewals, modifications, future advances and amendments thereto; “Secured Obligations” means all presently existing and future loans between Borrower and Lender, including but not limited to the Loan as defined above, advances, debts, principal, interest (including any interest that, but for the provisions of the Bankruptcy Code, would have accrued), premiums, liabilities (including all amounts charged to Borrower pursuant hereto), obligations, fees, charges, or costs (including any fees or expenses that, but for the provisions of the Bankruptcy Code, would have accrued), lease payments, guarantees, covenants, and duties owing by Borrower, Pledgor and Guarantors to Lender of any kind and description pursuant to or evidenced by a commercial loan agreement, promissory note and/or guaranty agreement, or other agreement, due or to become due, absolute or contingent, and further including all interest not paid when due and all Lender’s expenses that Borrower is required to pay or reimburse by the terms of the commercial loan agreements, promissory notes, security agreements, pledge, mortgage and Guaranty Documents, by law, or otherwise. 1.2 Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and the term "including" is not limiting. The words "hereof," "herein," "hereby," "hereunder," and other similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement. Any reference herein to any document includes any and all alterations, amendments, extensions, modifications, renewals, or supplements thereto or thereof, as applicable. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against the Lender whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by Borrower and Pledgor and each has had the opportunity to consult with an attorney, and this Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Borrower, Pledgor and Lender. 2. **Pledge**. As security for the prompt and complete payment and performance of the Secured Obligations, Pledgor hereby delivers, pledges and grants to Lender, for the benefit of the Lender, a continuing security interest in all of Pledgor's now-owned or hereafter-acquired rights, title, and interest in and to the Collateral, including any substitution thereof and the proceeds from any sale thereof, provided however, that nothing in this Agreement shall be interpreted as granting Pledgor the right to sell, transfer, trade, encumber or dispose of any item of Collateral without obtaining Lender's express written prior to any sale, transfer, encumbrance or disposition. All documents, certificates or instruments representing or evidencing the Collateral (excluding any mortgage documents) shall be delivered to Lender by Pledgor and held by Lender, provided that any failure of Lender to obtain all documents, certificates or instruments representing or evidencing the Collateral shall not constitute or be interpreted as a waiver of Lender's rights or consent by Lender to the sale, transfer, encumbrance or disposition of any item of Collateral. 2.1 Pledgor shall notify Lender of any change in location, possession or control of the Collateral. Failure to notify Lender of any change in location, possession or control of the Collateral shall constitute a default under the terms of the loan agreement. 3. **Further Assurances**. Pledgor agrees that it shall cooperate with Lender and shall execute and deliver, or cause to be executed and delivered, to Lender all control agreements, assignments, financing statements, instruments, and other documents, and shall take all further action, at the expense of Pledgor, from time to time reasonably requested by Lender, in order to maintain a continuing, first-priority, perfected security interest in the Collateral in favor of Lender, and to enable Lender to exercise and enforce its rights and remedies hereunder with respect to the Collateral, and Pledgor agrees that it shall execute and deliver to Lender at Lender's request any further control agreement, applications, agreements, documents and instruments, and shall perform any and all acts deemed reasonably necessary by Lender to carry into effect the terms, conditions, and provisions of this Agreement and the transactions connected herewith. Should Pledgor fail to execute or deliver any such applications, agreements, documents, financing statements and instruments, or to perform any such acts, Pledgor acknowledges that Lender may execute and deliver the same and perform such acts in the name of Pledgor and on its behalf as its attorney-in-fact in accordance with Section 10. 4. **Lender's Duties**. The Lender shall not have any duties with respect to the Collateral other than the duty to use reasonable care if the Collateral is in its possession. In accordance with the Code, Lender shall be deemed to have used reasonable care if it observes substantially the same standard of care with respect to the custody or preservation of the Collateral as it observes with respect to similar assets owned or held in trust by Pledgor. Without limiting the generality of the foregoing, the Lender shall not be under any obligation to take any steps to preserve rights in the Collateral against any other parties, to sell the same if it threatens to decline in value, or to exercise any rights represented thereby (including rights with respect to calls, conversions, exchanges, maturities, or tenders); provided, however, that Lender may, at its option, after the occurrence and during the continuance of an Event of Default, do so, and any and all expenses incurred in connection therewith shall be for the account of the Borrower. 5. Voting Rights; Dividends; Etc. During the term of this Agreement, and as long as no Event of Default has occurred and is then continuing: 5.1 Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof, subject to the terms set forth in the Commercial Loan Agreement; provided, however, no vote shall be cast or any consent, waiver or ratification given or any action taken which would violate or be inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to therein or herein, or which could have the effect of materially impairing the value of the Collateral or any part thereof or the position or interest of Lender therein. Pledgor shall take no action or cast any vote which would result in the release, sale, exchange, transfer or disposition of any item of Collateral without first obtaining Lender's written consent. 6. Representations, Warranties, and Covenants. Pledgor warrants, represents, and covenants that: 6.1 The execution, delivery and performance of this Agreement are within Pledgor's power, are not in conflict with the terms of the laws of Oklahoma and will not constitute an event of default under any material contract, obligation, indenture or other instrument to which Pledgor is a party; and there is no law, rule or regulation, nor is there any judgment, decree or order of any court or governmental authority binding on Pledgor which would be contravened by the execution, delivery, performance or enforcement of this Agreement. 6.2 Pledgor has taken all action necessary to authorize the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby. Upon its execution and delivery in accordance with the terms hereof, this Agreement will constitute the legal, valid and binding agreement and obligation of Pledgor, enforceable against Pledgor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, and similar laws and equitable principles affecting the enforcement of creditors' rights generally. 6.3 All of the Collateral is and shall remain free from all liens, claims, encumbrances, and purchase-money or other security interests except as created hereby or by any other security agreement executed by Pledgor in favor of Lender. 6.4 The execution and delivery of this Agreement creates a valid, perfected, and security interest in the Collateral in favor of Lender for the benefit of the Lender, and all actions necessary or desirable to such perfection have been duly taken or will be promptly taken upon execution of this Agreement. 6.5 No authorization or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either: (a) for the grant by Pledgor of the security interest granted hereby or for the execution, delivery, or performance of this Agreement by Pledgor; (b) for the perfection of or exercise by Lender of its rights and remedies hereunder (except as may have been taken by or at the direction of Pledgor, or as may be required in connection with a disposition of the Collateral by laws affecting the offering and sale of securities generally, or filings for perfection on proceeds). 6.6 The pledge of the Collateral pursuant to this Agreement, and the making of the loans in accordance with the terms of the Commercial Loan Agreement, does not violate Regulations T, U, or X of the Board of Governors of the Federal Reserve System. 6.7 Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Collateral and Pledgor agrees that it shall have the responsibility or liability for informing Lender of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. 7. Revocation of Trust. N/A. 8. Reporting Requirements. As required under the terms of the Loan Documents and this Agreement. 9. Events of Default. The occurrence and continuation of any Event of Default under, and as defined in, the Loan Documents, this Agreement, Guaranty Agreements and or any promissory note evidencing the Secured Obligations, and all modifications and amendments thereof, shall constitute an event of default under this Agreement. ("Event of Default"). Pledgor further agrees and acknowledges that any breach of this Agreement shall constitute an event of default. 10. Remedies Upon Default. Upon the occurrence of an Event of Default and during the continuance thereof, Lender shall have, in addition to any other rights given by law or in this Agreement, in the Loan Documents, or in any other agreement between Pledgor and Lender, all of the rights and remedies with respect to the Collateral of a secured party under the Code, and also shall have, without limitation, the following rights, which Pledgor hereby agrees to be commercially reasonable: 10.1 Transfer, sell, or dispose of all or any part of the Collateral. 10.2 All rights of a Secured Party as provided for under Article 9 of the Code. 10.3 Expenses payable by Borrower in connection with any disposition under Section 12 shall include, but shall not be limited to, all costs including attorneys' fees, court cost, collection cost and other reasonable and necessary costs. 10.4 Seek appointment of a receiver or liquidating agent over the Collateral. Pledgor hereby irrevocably consents to the appointment of a receiver and/or liquidating agent upon the occurrence of an Event of Default and as long as the Secured Obligation remains unsatisfied and outstanding. 11. General Provisions. 11.1 Cumulative Remedies; No Prior Recourse to Collateral. The enumeration herein of Lender's rights and remedies is not intended to be exclusive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies that Lender may have under the Loan Documents, the Guaranty Documents, any promissory note evidencing the Secured Obligations and the Code, or other applicable law. Lender shall have the right, in its sole discretion, to determine which rights and remedies are to be exercised and in which order. The exercise of one right or remedy shall not preclude the exercise of any others, all of which shall be cumulative. 11.2 No Implied Waivers. No act, failure, or delay by Lender shall constitute a waiver of any of Lender's rights and remedies. No single or partial waiver by Lender of any provision of this Agreement or any other Loan Document or Guaranty Document, or of a breach or default hereunder or thereunder, or of any right or remedy which Lender may have, shall operate as a waiver of any other provision, breach, default, right, or remedy or of the same provision, breach, default, right, or remedy on a future occasion. No waiver by Lender shall affect its rights to require strict performance of this Agreement. 11.3 Notices. All notices or demands by any party hereto to the other party and relating to this Agreement shall be sent in accordance with the terms of this Agreement and accompanying Loan Documents. 12. Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties hereto; provided, however, that Pledgor may not assign this Agreement nor delegate any of his duties hereunder without Lender's prior written consent and any prohibited assignment shall be absolutely void. Lender may assign this Agreement and its rights and duties hereunder and no consent or approval by Pledgor is required in connection with any such assignment. 12.1 Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each section applies equally to this entire Agreement. 12.2 Amendments in Writing. This Agreement cannot be changed or terminated orally, but only by a writing signed by each party hereto. All prior agreements, understandings, representations, warranties, and negotiations, if any, are merged into this Agreement. 12.3 Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile also shall deliver a manually executed counterpart of this Agreement but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. 12.4 Termination By Lender. After termination of the Loan Documents and when Lender or its assigns have received payment and performance in full, of the non-contingent Secured Obligations, Lender shall execute and deliver to Borrower a termination of all of the security interests granted by Borrower hereunder. 12.5 Governing Law; Severability of Provisions. This Agreement shall be deemed to have been made in the State of Oklahoma and the validity, enforceability, construction, interpretation and enforcement of this Agreement and the rights of the parties hereto shall be determined under, governed by and construed in accordance with the laws of the State of Oklahoma, without regard to the principles of conflicts of law. If any provision of this Agreement or its exhibits shall be determined to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event, shall such provision affect, impair or invalidate any other provision hereof. 12.6 JURISDICTION AND VENUE: WAIVER OF JURY TRIAL. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state or federal courts located in Tulsa County, State of Oklahoma; provided, however, that nothing in this Agreement or the loan documents shall be deemed or operate to preclude Lender from bringing suit or taking other legal action in any other jurisdiction to protect or realize on the Collateral or any other security for the Secured Obligations, or to enforce a judgment or other court order. 12.7 WAIVER OF RIGHT TO TRIAL BY JURY. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO OR IN ANY WAY RELATED TO THIS AGREEMENT. THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION OF THE AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 12.8 Resolution of Conflicts. In the event that any express provision or term of this Agreement conflicts with the express provisions and terms of the Loan Agreement, the provision or term in the Loan Agreement shall control. [SIGNATURES AFFIXED TO FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first written above. "PLEDGOR" 400 SOUTH BOSTON, LLC, an Oklahoma limited liability company By: 400 SB Managing Member, LLC, an Oklahoma limited liability company, its Manager By: 400 SB Manager, LLC, an Oklahoma limited liability company, its Manager By: 3RS Shankar Holdings, LLC, an Oklahoma limited liability company By: [signature] Name: Sangita Patel Chatterjee Title: Managing Member By: RKHP, LLC, an Oklahoma limited liability company By: [signature] Name: Ryan Keith Title: Manager By: Hawkins Oil, L.L.C., an Oklahoma limited liability company By: [signature] Name: James P. Hawkins, Jr. Title: President 400 SB Developer, LLC, an Oklahoma limited liability company By: 3RS Shankar Holdings, LLC, an Oklahoma limited liability company By: [Signature] Name: Sangita Patel Chatterjee Title: Managing Member By: RKHP, LLC, an Oklahoma limited liability company By: [Signature] Name: Ryan Keith Title: Manager By: Hawkins Oil, L.L.C., an Oklahoma limited liability company By: [Signature] Name: James F. Hawkins, Jr. Title: President Security and Pledge Agreement Exhibit "A" All of 400 South Boston, LLC's presently owned and after acquired rights, title and interest in and to all bank accounts held at Regent Bank, including all substitutions, renewals, additions and interest, and all presently owned and after acquired rights, title and interest in and to all equipment, tools, HVAC units, pumps, hoses, and machinery (and all parts thereof), inventory, furniture, furnishings, trade fixtures, fixtures, kitchen equipment, walk-in coolers, accounts, bank accounts, contract rights, accounts receivable, instruments, documents, chattel paper, investment property, deposit accounts, letter-of-credit rights, general intangibles, payment intangibles, choses in action, insurance policies, insurance proceeds, goods, merchandise, contracts, contract right, leases, lease rights, licenses, license payments, management contracts, permits, software, computers, raw materials, work in process, supplies, materials used or consumed in 400 South Boston, LLC's business, including but not limited to art work, signage, décor, statutes, monuments, equipment, inventory, seating, all personal property and furniture, including all cash or non-cash proceeds of any of the foregoing, and all documents, files, records, documents, instruments and electronic data evidencing or relating to any of the above, leases, master leases, management agreements and licenses, permits, plans, specifications, rents, and all products thereof and all substitutions, replacements, additions, or accessions thereof, arising from, under, related to or affixed to the following real estate, situated in Tulsa County, Oklahoma, to wit: All of that portion of Lot One (1) in Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the Official Plat thereof, as follows: Commencing at the Northeast corner of said Lot, which is the intersection of Fourth and Boston Streets; thence in a Westerly direction along the Fourth Street line of said Lot, a distance of 60 feet; thence in a Southerly direction parallel with the Boston Street line of said Lot, a distance of 90 feet; thence Easterly parallel with the Fourth Street line of said Lot to Boston Street, a distance of 60 feet; thence in a Northerly direction along the Boston Street line of said Lot, for a distance of 90 feet to the place of beginning. AND A strip of land 60 feet long by 5 feet wide along the Southerly lot line of Lot One (1), Block One Hundred Thirty-six (136) of the ORIGINAL TOWN, NOW CITY OF TULSA, County of Tulsa, State of Oklahoma, according to the recorded Official Plat thereof, and more particularly described as follows: Commencing on the Boston Avenue line of said Lot One (1) at a point 90 feet South of the Northeast corner of said Lot One (1), running thence in a Westerly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence in a Southerly direction parallel with the Boston Avenue line of said property for a distance of 5 feet; thence in an Easterly direction parallel with the Fourth Street line of said property for a distance of 60 feet; thence North along the Boston Avenue line of said property to the point of beginning. All of 400 SB Developer, LLC's presently owned and after acquired rights, title and interest in and to that certain Development Fee as described in Section 4 (A) of the Development Services Agreement between 400 SB Developer, LLC and 400 South Boston, LLC, in the amount of $1,240,149.00, and all substitutions and replacements thereof. C. DAVID RHODES CFE, CTP Curriculum Vitae EXPERIENCE / FIRM SYNOPSIS Mr. Rhoades is the Managing Director of Turnaround Professionals, LLC, which offers businesses the services of court-appointed oversight (receiver, special master, special administrator, or examiner), assistance in interim crisis corporate governance and general management consulting. Mr. Rhoades is a Certified Fraud Examiner and a Certified Turnaround Professional. Additionally, Mr. Rhoades is the Managing Director of Fraud & Forensic Investigations, LLC, a firm dedicated to providing clients with the services of discovery, evidentiary analysis, general accounting forensics, expert testimony, and litigation support. Mr. Rhoades was formerly an adjunct professor of Forensic Accounting and Fraud Examination at Oklahoma City University. Mr. Rhoades is the inaugural recipient of the 2014 Beacon Award from the Northeast Oklahoma Chapter of Certified Fraud Examiners for his contribution to the fields of fraud deterrence, detection, investigation and education. SPECIALIZED EXPERIENCE: COURT APPOINTED OVERSIGHT - Apartments o Receiver for a 851 unit apartment complex in Oklahoma City, Oklahoma. o Receiver for a 348 unit apartment complex in Tulsa, Oklahoma. o Receiver for a 37 unit apartment complex in Muskogee, Oklahoma. o Receiver for a 287 unit apartment complex in Tulsa, Oklahoma. o Receiver for a 87 unit apartment complex in Tulsa, Oklahoma. o Receiver for a 66 unit apartment complex in Bartlesville, Oklahoma. o Receiver for thirteen duplexes in Okmulgee, Oklahoma. o Receiver for a 240 unit apartment complex in Tulsa, Oklahoma. o Receiver for seven individual apartment complexes, but managed collectively in Lawton, Oklahoma. o Receiver for a 63 unit apartment complex in Broken Arrow, Oklahoma. o Receiver for a 58 unit apartment complex in Warr Acres, Oklahoma. o Receiver for a 77 unit apartment in El Reno. o Receiver for a 100 unit apartment complex in Muskogee. o Receiver for a 206 unit apartment complex in Tulsa, Oklahoma. Assisted in the negotiation that returned the asset to the owner and the lender was paid. Additionally, appointed Receiver again when the owner sold it to a third party who failed. o Receiver for 8 apartment complexes not specifically listed in other areas of the Vitae. • Hotels o Receiver for hotel in Enid, Oklahoma. o Receiver for hotel in Pratt, Kansas. o Receiver for hotel in Oklahoma City, Oklahoma. o Receiver for hotel in Stillwater, Oklahoma. o Receiver for a hotel in Southern Oklahoma. o Receiver for a hotel in Southwestern Oklahoma. o Receiver for a boutique hotel and small apartment complex. o Federal Receiver for a hotel in Northeastern Oklahoma o Receiver for a 113 room hotel in Lawton, Oklahoma. o Receiver for a 64 room hotel in Oklahoma City. Severely depressed property. o Receiver for Hotel in Tulsa County. Hotel consisted of 57 rooms with a debt structure of over $2 million. Participated in mandatory Arbitration on behalf of the hotel with the Choice Hotel Group. Performed a fraud assessment for the potential for fraudulent transactions and loss of cash. o Receiver for 106 room hotel in Ardmore, Oklahoma. • Oil and Gas Related o Receiver for assets of an oil & gas company. o Receiver for the assets of an oil & gas company with 600 plus non-operating working interests in three states involving the Bakken field. o Receiver for 33 oil and gas stripper wells in Seminole and Pottawatomie County, Oklahoma. Direct contract operator in rehabilitation of the wells to get them back into production or enhance production. o Special Master to investigate the historical value of oil and gas assets in a civil case. o Receiver for a drilling rig company with ancillary assets. o Liquidating Agent for Barrett Refining Corporation pursuant to a confirmed plan of reorganization. Responsible for Oil Refineries in Thomas, Oklahoma and Vicksburg, Mississippi as well as a pipeline. One of the refineries was environmentally challenged. Sold both. o Receiver for Salt Creek Energy located in Pottawatomie County, Oklahoma. Operated 30 primarily oil wells o Chapter 11 Trustee in the Western District of Oklahoma for Chisholm Resources, which operated in Oklahoma, Kansas, and Wyoming. Company actively operated the wells, distributed revenue and did the related Joint Interest Billings. Sold all of the assets, paid the secured creditors in full plus interest and attorney fees. Distributed funds to unsecured creditors. o Successor Trustee for Berry Petroleum Corporation and the resulting Creditors’ Trust. Sold all assets in a series of private transactions realizing substantially more than Creditor’s Committee expectations. o Successor Trustee for Lammerts Oil Company, liquidated all assets. o Trustee, Martin Drilling. Liquidating Chapter 11. Assets consisted of a land rig, two work-over rigs, leases, and operating oil and gas properties. Performed fraud examination and recreated certain accounting records. o Federal Receiver in the Eastern District of Oklahoma for a case involving investments in a bio-fuel company. Company entered bankruptcy to avoid the supervision. • Real Estate o Receiver for a portion of a commercial retail shopping center during a remodel in Muskogee, Oklahoma. o Receiver for a commercial retail shopping center in Enid, Oklahoma. o Receiver for a commercial building in Enid, Oklahoma. o Receiver for homeowners’ association in Tulsa, Oklahoma. o Receiver for twenty single family homes in Glenpool, Oklahoma. o Receiver for single family home in Tulsa, Oklahoma. o Receiver for eight mobile homes and real estate in Broken Arrow, Oklahoma. o Receiver for four mobile home parks in Tahlequah, Oklahoma. o Receiver for office building in Okmulgee, Oklahoma. o Receiver for a ranch, cattle and other miscellaneous assets. o Receiver for three funeral homes and a cemetery in Tulsa. o Receiver for six C-stores in Bartlesville. o Receiver for a mobile home parks in Ponca City, Hydro, Weatherford and Elk City. o Receiver for an RV park in Grove. o Receiver for a mini-storage facility and single family home in Catoosa. o Receiver for two commercial buildings housing a manufacturing operations and one containing multiple tenants. o Receiver for a building that housed a C-store. Perform a forensic analysis of the historical profitability. o Special Master in a case involving an office building to insure the propriety of the accounting. o Receiver for a home builder with multiple properties. o Receiver for 4 diverse properties in Tulsa County. Two partially completed single family homes, a 52 unit apartment complex, and an office warehouse complex. o Trustee for an individual and seven administratively consolidated Bankruptcy cases in the Western District of Oklahoma. Assets included land developments, real estate, litigation and other miscellaneous assets. o Receiver for multiple single family homes. o Receiver for three office buildings on three separate occasions. o Receiver for Downtown Airpark in Oklahoma City. Complied with all rules and regulations for a FBO private airport. Liquidated all assets. o Accountant for the Trustee in Surrey Hills Eagle’s Nest Chapter 11 proceedings (assets include a golf course, land development, and agricultural land). Identified potential purchasers and developers. Sold both land development and golf course. o Administrator in more than one estate to resolve the conflicts by the beneficiaries and apportion the assets of an estate. o Receiver for a single family home that was partially completed. Preserved assets and took bids to complete construction. o Receiver for a Condominium real estate asset in Oklahoma County. o Receiver involving numerous rent houses throughout Oklahoma. ▪ Elder Care facilities o Receiver for a nursing home in Chandler, Oklahoma. o Receiver for a nursing home in Clinton, Oklahoma. o Receiver for home healthcare facility in Tulsa and Sallisaw. o Receiver for four nursing homes in southeastern Oklahoma. o Receiver for one continuum care center in Tulsa, Oklahoma with direct and contingent debt of over $100 million dollars. o Receiver for two operating nursing homes. o Receiver for three nursing homes on three different occasions. Non-operating facilities. Supervised the retention of the license and the sale of the Certificates of Need approved beds. o Receiver for an independent living center. o Receiver for an assisted living center. ▪ Receiver over a steel company. ▪ Receiver over the funds from a sale of a hotel. ▪ Receiver over marital assets in Oklahoma, Kansas, Texas, Wyoming and New Mexico. ▪ Receiver over marital assets. ▪ Receiver over the closure of a law firm. ▪ Receiver over an oil & gas pipeline equipment company. ▪ Receiver over a medical marijuana dispensary in southwestern Oklahoma. ▪ Receiver for a medical clinic. ▪ Receiver for a restaurant. ▪ Receiver for two rural hospitals. ▪ Special Master over marital assets. ▪ Receiver over a medical marijuana growing operation. ▪ First Receiver in the state of Oklahoma to be appointed over a medical marijuana processing facility, growing operation, and retail store. ▪ Receiver for a rural hospital. ▪ Receiver for a powder coating facility. ▪ Receiver for a machine shop. ▪ Receiver for a car and dog wash. ▪ Receiver for a medical equipment supply company. ▪ Receiver for a roofing company. ▪ Receiver for a nail salon. ▪ Receiver for a tire recycling plant. ▪ Receiver for 15 franchise fried chicken stores. The stores were closed at appointment. Sold the franchise and at closing over 250 were employed. ▪ Receiver for 3 compounding pharmacies. ▪ Attorney-in-Fact in the Chapter 11 Bankruptcies of: o B&K Marine, o Trends Express, and o Keller Williams Furniture Manufacturing Company to develop and implement the plan of reorganization for those entities. • Served as Chief Reorganization Officer, President and sole director of a pipe inspection and repair facility in Chapter 11. • Receiver for a truck manufacturing facility in eastern Oklahoma. • Receiver for C-store in Northeastern Oklahoma. • Federal Receiver for case involving commodity futures trading, involving money laundering. Distributed over $19 million to the victims. • Quasi Special Master to examine the financial records of a committee of an Indian tribe to determine appropriateness of the payments. • Special Master in a case involving two equal owners of an LLC. Develop an accounting of all of the transactions and render a valuation of each member’s share. • Special Master case regarding movements into and out of trusts and concurrently a Special Administrator in the estate to investigate and preserve assets which included up to 175 oil and gas properties and other assets. • Special Master for a company the distributed and manufactured gaskets and seals. • Special Master for a company owned by two sisters that involved Real Estate in Western Oklahoma and Florida, cattle ranching operations, and oil and gas royalties and working interests under the Western Oklahoma Real Estate. • Arbitrator between an Oklahoma insurance company and a policyholder. • Appraiser for a roofing company for IRS valuation. • Appraiser for assets in the Probate Division of Oklahoma County District Court. • Receiver of two metal fabrication shops and one machine shop. Liquidated all assets. • Receiver for a marina and resort, and another marina and 8 condominiums. • Receiver for five Marble Slab ice cream stores. • Receiver for an individual and company accused of fraud and Ponzi schemes. • Receiver for a farmer’s telemarketing and purchasing company. • Receiver for the proceeds of the sale of an automobile dealership. • Receiver and investigator for a case that involved an embezzlement of over $650,000. • Receiver for KD Auto Brokers. Allegations of out of trust position by Debtor and inappropriate payments to creditors. • Receiver for two golf courses. One project is 1800 acres comprising an 18 hole golf course and development. The other a 150 acre course in disrepair. • Receiver for a manufacturer for auxiliary power units for over-the-road class 8 Trucks. • Receiver for a tree farm. Sold over 1000 trees. • Federal Receiver for a company that researched unclaimed property held by state governments. • Receiver for a family fun center in Norman, Oklahoma. • Receiver for a company that remanufactures auxiliary power units for jet engines ranging in size from small personal jets to 727s. • Liquidating Agent for Texas Marine Supply, a Houston Texas chandler under a confirmed plan of liquidation. • Chapter 11 Trustee in the Western District of Oklahoma for a company that was a retailer of propane-related products, assets in Oklahoma and Texas. ▪ Chapter 11 Trustee in the Western District of Oklahoma in the Guthrie Corporation case (grain elevators, wood chip processing plant, sawmill in Honduras and other assets). ▪ Chapter 11 Trustee in the Northern District of Oklahoma for a company which repairs railroad cars subject to AAR regulated inspections or cars to be retrofitted to change their use. This company had locations in Omaha, NE and Hugo, OK. Both locations were sold and the ongoing operations were preserved as well as jobs for over 75. ▪ Chapter 11 Trustee involving four retail furniture stores in Oklahoma. ▪ Trustee for the Liquidating Trust under a confirmed plan of Bankruptcy Liquidation for a Hotel in Hot Springs, Arkansas and various other assets which included real estate, a horse ranch, race horses, oil and gas properties, and land developments. ▪ Bankruptcy Court Examiner in Barrett Trailers Chapter 11. Powers expanded to include the development of an accounting system for the Debtor-In-Possession, review claims, analyze litigation, and other duties. ▪ Appointed as replacement personal representative in an estate that involved the mistaken payments to stakeholders. Required to sort out the historical payments, collect the erroneous payments and disburse to appropriate parties. ▪ Special administrator in more than one estate with varying sizes of assets and complexity involving movement of assets to trusts and the propriety of payments. ▪ Guardian over both an individual and the assets. SPECIFIC ENGAGEMENTS ▪ Expert witness in a case that involved issues with normal course of business accounting and payment processing to vendors. ▪ Expert witness in a case that involved issues regarding corporate governance and general operations of a small company. ▪ Expert witness in a case that involved the treatment of an operating agreement and payments to partners during a dissolution of the company. ▪ Expert witness in a case that involved non-payment of invoices related to equipment and supplies related to oil & gas compressor stations. ▪ Expert witness in a case that involved issues with a lost wage valuation of a deceased individual. ▪ Expert witness in a case that involved the monetary damages to net earnings and net worth of an individual after an accident. ▪ Expert witness in a case that involved damages to net earnings and net worth involving a business and an insurance carrier. ▪ Expert witness in a case that involved issues with a member of an LLC who took draws instead of salary, potential insolvency, and appropriate corporate governance. ▪ Expert witness in a Qui Tam case involving a settlement, the propriety of the settlement and the value of the settlement to all parties. ▪ Expert witness for case involving alter ego, piercing the corporate veil and general corporate governance. Utilized the fundamentals of forensic accounting to determine the historical activity of the companies and their officers and employees. Six Cases. ▪ Expert witness in a case involving breach of fiduciary duties by lawyer, bank and others. ▪ Expert witness in a case involving the valuation of hedges of natural resources and the derivatives. Analyze the impact on the financial representation of a company. ▪ Expert witness on pre-petition transfers and the applicability of the avoiding of the transfers under the preference period within the Bankruptcy Code. One in the District of Delaware and one is in the District of New Jersey. ▪ Expert witness on the standards and practices in the Natural Gas industry and a potential preferential transfer under the Bankruptcy Code and Texas law. ▪ Analysis of distributions to members of wood fixture manufacturing company. ▪ Analysis of payments to a law firm for management of outside legal counsel fees. ▪ Conducted an assessment of a hobby store for an insurance investigation. ▪ Managed and coordinated the assessment of various assets of a drilling company. ▪ Conducted an assessment of a company that sold framed art to the designer trade. ▪ Analyzed the viability and business operations of 23 limited partnerships whose assets consist primarily of mobile home parks nationally. ▪ Assisted an Oklahoma Indian Tribe in assessing opportunities for economic development that would comply with Federal regulations for utilization of Casino profits. ▪ Assisted in the development of software that controls cash into and out of a casino. ▪ Assisted in reorganization of a law firm and ultimate liquidation. ▪ Conducted due diligence for an acquisition of a marketing and screen printing operation. ▪ Valuation of a claim for a fraudulent transfer in a Chapter 7. Determine value of the initial transfer and the amount at petition date. ▪ Assisted in the formulation of an acquisition of a major retail franchise. Conducted due diligence. Analyzed the potential for acquisition via a §363 sale in Bankruptcy. ▪ Retained to investigate the damages resulting from nonpayment of insurance claims from a carrier for employees of an employee leasing company. ▪ Valuation of seven related companies both in the United States and Canada for a fairness opinion on the sale of business units. ▪ Assisted in the valuation of a company in the book publishing industry and render advice on general business issues. ▪ Assisted in the valuation of a retail landscaping and lawn maintenance company. ▪ Retained to evaluate the feasibility of a Bankruptcy plan for a trucking company. ▪ Negotiated debt settlements for a failed restaurant and the principals; for a retail furniture store and for a retail nursery. ▪ Developed a fairness opinion regarding value of assets for: o Attribution to spouses in a divorce proceeding of assets; o More than one manufacturing companies; o Debt for equity swap between a lender and a publicly traded company; o Holding company for convenience stores; o A facility for emotionally challenged youth; and o Prospective purchasers for a medical supplies company. ▪ Acted as an inspector and judge in tabulation of votes by proxy and in person for a publicly held company. ▪ Appraised closely held stock for inclusion in client’s Federal Tax Return. Met standards and qualifications for Internal Revenue Service Form 8283. ▪ Served as CFO and ultimately liquidated a company with 6 work-over rigs. Additionally liquidated 6 medium to deep land rigs. Additionally, for another drilling company, sold company with 5 rigs. ▪ Assisted both sellers and purchasers of oil and gas packages or individual properties with values exceeding $8 million. Advised creditor’s committee on a stalking horse bid and the ultimate sale of $74 million of properties in Oklahoma, Texas, the Gulf Coast, Rocky Mountains and Wyoming. ▪ Assisted in evaluation of Oil and Gas assets for a Bank, companies, and individuals. Additionally, analyzed the requests for expenditures for properties held. ▪ Consultant to an Oklahoma Banking institution for purposes of data processing evaluation and general management practices. ▪ Financial consultant for: remote television broadcasting, Retail Store Fixture Manufacturer, Golf Club case goods designer, hydraulic pump remanufacturer, manufacturer (twice), law firm, consulting firm and a Public Accounting firm. ▪ Served as a commissioner in the valuation of land condemned by the State of Oklahoma. ▪ Sole owner of Valhalla Energy Corporation, which owns non-operated working and royalty, interests in oil and gas properties. FRAUD & FORENSIC INVESTIGATIONS ▪ Conducted a forensic audit of the accounting regarding the construction of two compressor stations over alleged non-payment for materials. ▪ Conducted fraud investigation for a not-for-profit company on an alleged embezzlement. ▪ Conducted fraud investigation to determine the embezzlement from a casino. ▪ Conducted field investigations into alleged kickback, influence peddling, and misappropriation. Additionally investigate the potential of utilizing a company where an employee/contractor allowed for over-utilization of rental equipment. ▪ Retained by both parties in a billing dispute involving the commissions due and payable between a casino and one of the gaming vendors. ▪ Conducted fraud and forensic investigations and uncovered substantial misappropriation of funds for multiple clients. These are not listed on the Rule 26 disclosure of cases due to confidentiality agreements with the clients or on-going criminal investigations by law enforcement agencies. ▪ Retained to forensically recreate financial and other operational data in response to actions identified by HUD for the Housing division of a Native American Tribe. Additionally expanded to prepare the books and records of the Nation for audit and also to analyze the propriety of a series of securities transactions to insure compliance with CFR rules and regulations and investment goals. ▪ Forensic consultant to determine the propriety of payments from certain designated accounts subject to CFR and IGRA regulations. ▪ Expert witness for the senior secured creditor in a Bankruptcy proceeding. Evaluate the reasonableness of competing plans of reorganization of a company that resells long distance services. Opine on plan feasibility. ▪ Expert witness to determine the dollar amount of liabilities owed to a number of investors. ▪ Expert witness involving a forensic accounting analysis of a venture involved in Natural Gas Storage and violations of corporate governance resulting in piercing the corporate veil and alter ego allegations. ▪ Expert witness in the area of fraud deterrence and general corporate governance relating to the commission of fraudulent acts for numerous clients in a pre-litigation environment. ▪ Expert witness to investigate the payments into and out of an oil and gas venture and its related entities and investors. - Expert witness in two cases in the Western District of Oklahoma to testify regarding the prohibition of discharge of a Debtor in a Bankruptcy. Issues involve the movement of assets prior to filing, re-creation of accounting and business records. - Expert witness to investigate the potential misappropriation of funds from an oil and gas company. Case involved assets in the United States, Canada and offshore. - Retained by both parties in a complex billing dispute. Recreated historical records, reconciled accounts, audited escrow/trust accounts for propriety. - Investigate local labor union to determine propriety of payments to or for officials. Also observed monies into and out of the PAC accounts. - Recreated accounting data for distributor of drywall and roofing supplies in order to render a fairness opinion regarding an acquisition of the company. - Retained to investigate fraudulent activities at an Indian Casino, required the recreation of all cash related data for a 10 month period. - Retained in multiple cases to investigate the movement of assets into and out of a company in the alleged violation of the Uniform Fraudulent Transfer Act (UFTA) and alter ego allegations. - Investigate the propriety of accounting and the movement of funds from an Estate for the Surety Bonding Company. - Conducted fraud and embezzlement investigation from an attorney. Recreated all cash related transactions and mapped misappropriations. - Retained by an Oklahoma Indian Tribe to investigate allegations of misconduct and to revamp the accounting controls of all Tribal activities. Additionally the engagement was expanded to include viability of certain Tribal enterprises and overall Tribal governance. - Retained by a bank to assist in the investigation of an embezzlement. Ultimately the perpetrator was indicted on 100 counts of making inappropriate entries exceeding $3,000,000. Individual entered into a plea agreement with the Federal Government. - Retained to investigate the payments from and to a series of bankrupt and solvent companies to evaluate the normal course of business, contribution of value and matching of payments. Also concerned with the Zone of Insolvency test and the fiduciary duty of the company’s officers and other insiders. Qualified in Federal Court in the area of General Corporate Governance. Multiple cases. - Investigated the payments to competing secured creditors of a retail RV dealer. - Investigated and rebutted an audit by HUD that has the capacity to assess penalties in excess of $15 million to the responsible parties. - Retained to do a valuation of a motorcycle sales and service facility and in conjunction with that engagement to do a limited fraud audit of the prior operations of the business; - Conducted an examination on the propriety of software licenses, copyright infringement issues and other operational factors of a software development firm. - Conducted a fraud examination involving an embezzlement and forgery for a holding company in the restaurant industry. Assisted in developing new accounting and operational controls to prevent fraud in the future. - Consultant for B&B Worm Farms, Inc. the largest owner of worms in the United States. After the assessment phase, the Company entered Chapter 7 Bankruptcy and Turnaround Professionals was engaged by the Trustee. Performed fraud examinations, asset identification, forensic accounting and other asset preservation functions. - Performed a fraud examination of transactions between an Estonian distribution company and an Arkansas procurement company. ▪ Conducted a fraud audit regarding a misappropriation of funds from Churches. INTERIM MANAGEMENT ▪ Advised management of a Casino in day to day operations and accounting. ▪ Chief Executive Officer of Jan Dal Oil and Gas, directed revenue distribution, Joint Interest Billing, collection of accounts receivable and field operations. ▪ As Chief Executive Officer responsible for all facets of a furniture manufacturing company. After the company filed Chapter 11 (to avoid FDIC foreclosure), managed the Debtor-in-Possession and confirmed a liquidating plan. ▪ Consultant/interim CEO for Truck World Inc. of Joplin, Missouri one of the top 5 independent Class 8 used truck dealers in the United States. ▪ Assisted numerous companies and individuals in the restructure of their businesses by renegotiating debt and returning the companies to profitability. ▪ Workout consultant for retail nursery businesses. ▪ Assisted the liquidation of Canadian Valley Meat Company, a processor of lunchmeat, boxed beef and other products. Negotiated debt compromise and maximized the return to the Unsecured Creditors. Sold oil and gas properties owned by the company. ▪ Assisted the new business startup of a drilling bit manufacturer for the oil and gas industry in Paris, Texas. Negotiated loans and leases exceeding $1 million. ▪ Chief Financial Officer of a holding company that owned 27 corporations. Industries included: Peterbilt truck dealerships, GMC truck dealerships, AC Delco warehouse distributor, land development, bankrupt REIT's, cattle ranches, oil & gas interests, and other investments. ▪ Chief Reorganization Officer for expanded metals manufacturer. Manufacturer did $6 million in revenue from two plants employing 39 people. Crafted Bankruptcy filing in order to utilize §363 to sell the assets and preserve the going concern value. ▪ Chief Reorganization Officer for over-the-road trucking company. Confirmed a plan of reorganization in a Chapter 11 in the Western District of Oklahoma. ▪ Chief Restructuring Officer, AAA Landscaping. Restructure company, install accounting systems and interact with Banks and creditors to insure company survival. ▪ Chief Restructuring Officer, Quantum Construction Technologies in Okemah, Oklahoma a manufacturer of modular homes. ▪ Consultant on repositioning of a Restaurant in Las Vegas, Nevada. Converted to a nightclub. Reopened and continuing as an operating enterprise. ▪ Consultant to Tulsa Truck Marketing in the restructure of its debt and operations. ▪ Consultant and Chief Financial Officer for a multi-faceted oil & gas and drilling company that ultimately had debts in excess of $150 million. ▪ For a land based, contract oil and gas drilling company, supervised accounting operations. Interfaced with the operations department to determine bidding on contracts and profitability of individual projects. Liquidated five work-over rigs and associated equipment. Later, negotiated the sale of the company and all of its assets. ▪ Served as liquidating agent for a commercial bakery in Lawton, Oklahoma. Marshaled assets, sold non-core assets and are currently marketing the facility. ▪ Turnaround and workout specialist for Oil & Gas Exploration and Production Company in renegotiating debt of $10 million to trade and bank creditors. Sold 400 operated and non-operated properties for $5.8 million. GUEST LECTURER Oklahoma City University School of Accounting• Benedictine College Finance Department• Creighton University School of Accounting• Lorman Seminar on Commercial Loans and the impact of Bankruptcy• Turnaround Management Association Texas Chapters on the Turnaround Process and loan workouts• Finance Executives of Oklahoma (on Fraud and Bankruptcy)• Oklahoma County Bar Association Bankruptcy Section• Tulsa Chapter of Certified Fraud Examiners (on Bankruptcy Fraud)• Tulsa County Bar Association Bankruptcy Section (on Bankruptcy Fraud)• Kansas City Chapter of National Association of Credit Managers Credit and Financial Development Division (on Preferential Payments and Critical Vendors as well as Basic Bankruptcy)• Norman Oklahoma Chapter of Certified Public Accountants (on Fraud and Forensics)• Oklahoma Business Ethics Consortium (on alternatives to termination in a financially troubled company)• Tulsa County Chapter of Certified Public Accountants (on Fraud and Forensic Accounting)• Norman Oklahoma Chapter of Certified Public Accountants (on Basic Bankruptcy for the non-lawyer)• Tulsa University Business Department (on Fraud)• Tulsa Business Ethics Consortium (on Fraud)• Oklahoma City University School of Business (on Fraud and Bankruptcy)• American Academy of Economic and Financial Experts• University of Central Oklahoma (on Fraud)• Oklahoma City Chapter of Internal Auditors (on Fraud)• Oklahoma City Chapter of the Association of Certified Fraud Examiners which was certified for CLEET• Oklahoma Society of Certified Public Accountants and Oklahoma Bar Association CPE (on Fundamentals of Fraud) and a year later on ethics• Academy of Economics and Finance 33rd annual meeting, Houston, Texas• University of Oklahoma (Hands on Fraud Examination)• Oklahoma Department of Human Services Eldercare group (Fraud)• Oklahoma Association of College & University Business Officers (Fraud)•Northeastern State University at Broken Arrow (fraud & ethics)• Oklahoma City Chapter of the Association of Certified Fraud Examiners which was certified for CLEET (ethics), Oklahoma Bar Association CPE (1 hour on Bankruptcy after BAPCPA, and 1 hour on Ethics)• Tulsa chapter of the Institute of Management Accountants (Ethics and Fraud)• Moore Norman chapter of OK Ethics (fraud & ethics)• Tulsa chapter of Institute of Internal Auditors (Ethics and Fraud)• Oklahoma chapter, International Association of Financial Crime Investigators• Oklahoma Society of Certified Public Accountants (ethics)• Oklahoma City chapter of CF Es (casino fraud, also ethics) •Tulsa chapter of CF Es (ethics) •Tulsa County Bar Association (Receivers and Special Masters) • Oklahoma City Chapter of the Council of Petroleum Accountant Societies (Fraud) • Oklahoma City Chapter of the International Management Accountants (Fraud). EDUCATION Oklahoma City University: Bachelor of Science - Business, emphasis Finance, 1970, additional studies for the capacity for a dual major in Accounting Master of Liberal Arts with Honors, 1997 Certified Fraud Examiner 2001 Certified Forensic Consultant 2003 Certified Turnaround Professional from 1999 to 2009 and 2014 AFFILIATIONS Member: Turnaround Management Association Association of Certified Fraud Examiners American College of Forensic Examiners International National Eagle Scout Association Past-President, Association of Certified Fraud Examiners Tulsa, OK chapter Board Member, Association of Certified Fraud Examiners Oklahoma City, OK chapter Former member: American Bankruptcy Institute Counsel of Petroleum Accountants Societies (COPAS) Oklahoma Business Ethics Consortium Parents’ advisory council for Benedictine College, Atchison Kansas National Association of Bankruptcy Trustees National Association of Forensic Economists Choir Counsel, Crossings Community Church Alumni Board for the Meinders School of Business, Oklahoma City University Board of Visitors for the School of Accounting of the University of Oklahoma Board Member and Treasurer, Community Health Charities of Oklahoma Board Member and Secretary of the Turnaround Management Association Oklahoma chapter CONTACT INFORMATION: Oklahoma City Office 210 Park Avenue, Suite 2920 Oklahoma City, OK 73102 405/235-3040 Fax: 405/232-2262 Email: [email protected] Tulsa Office 401 South Boston, Suite 2320 Tulsa, OK 74103 918/728-3340 Fax: 918/582-7070 Cases in which C. David Rhoades has testified as an expert, Officer of the Court, or rendered litigation support: <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>The Estate of Artie Nogle, Special Administrator and Personal Representative</td> <td>Blayne Norman, Hauger and Norman Law Partners</td> <td></td> </tr> <tr> <td>Medi-Plex II Nursing Centers, Inc. v. Nationwide Health Properties, Inc., Ancillary Receiver</td> <td>Ross A. Plourde, S. Gregory Frogge, McAfee & Taft</td> <td></td> </tr> <tr> <td>Raintree Estates I, Inc. v. Vernon R. Twyman, Jr., et al., Receiver</td> <td>George N. Otey</td> <td></td> </tr> <tr> <td>Robert "Bob" Baker, et al. v. Mick Layman, et al., Receiver</td> <td>Stephen Peters, Jason McVickers and Mitchell Wells of Jayne Peters McVickers, et al.</td> <td>James Weger and Tadd Bogan, Jones Gotcher & Bogan</td> </tr> <tr> <td>Greystone Loan Aggregator, LLC v. Isola Bella Phase One, LP, et al.</td> <td>John Thompson, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Byline Bank v. Paragon Industries, Inc., et al., Receiver</td> <td>Mark Craige and Alexander Sokolosky, Crowe & Dunlevy</td> <td>Clay Christensen, Jonathan Miles, Brock Pittman and Spencer Strickland, Christensen Law Group</td> </tr> <tr> <td>In the matter of the Estate of Tommy L. White and Virginia C. White, Third-Party Personal Representative</td> <td>Joel A. LaCourse and Zachary Keen, LaCourse Law</td> <td></td> </tr> <tr> <td>Candice Shepler v. Richard Shepler, III, Receiver</td> <td>N. Scott Johnson, Johnson & McCord</td> <td>Carl Funderburk</td> </tr> <tr> <td>Cary Wyatt v. Glen Anthony Wyatt, Receiver</td> <td>Tommy J. Brown & Jess Kane, Robinett King</td> <td>Eric Fisher, Crowe & Dunlevy</td> </tr> <tr> <td>Hitech Construction, LLC, et al. v. Aniketan H. Patel, et al., Receiver</td> <td>Tom Mullen, Chubbick Duncan & Robey, PC</td> <td>Andrew Jayne, Baum Glass Jayne Carwile & Peters, PC</td> </tr> <tr> <td>Wilmington Trust, et al. v. KWD River City Investments, LP, Receiver</td> <td>Kevin Blaney and Justin Hiersche, McAfee & Taft</td> <td>Mark Craige and Toni Bradley Smith, Crowe & Dunlevy; Ron Wright, Wright, Stout & Wilburn, PLLC</td> </tr> <tr> <td>Pioneer Supply, LLC v. Hendrix Services, LLC, et al., Receiver</td> <td>D. Benham Kirk, Jr., Elizabeth Salomone, Emily Williams, Doerner, Saunders, Daniel & Anderson, LLP</td> <td></td> </tr> <tr> <td>SCP Servicing, LLC, et al., v. Wolfe Bhatia 19th Street, LLC, et al., Receiver</td> <td>Stephen J. Moriarty and Dane H. Miller, Fellers, Snider, Blankenship, Bailey & Tippens</td> <td></td> </tr> <tr> <td>Bank of Mellon New York. James Randall Miller, et al., Receiver</td> <td>Kirk Cejda and Carolyn Hebert, LOGS Legal Group, LLP</td> <td>Harlan Hentges, Hentges & Associates, PLLC</td> </tr> </table> <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Amanda Belle Fields v. John Michael Brothers, Expert Witness</td> <td>John Carwile, Baum Glass Jayne Carwile & Peters</td> <td>Courtney Bru, McAfee & Taft</td> </tr> <tr> <td>In the Matter of the Albert W. Walker Trust, Successor Trustee</td> <td></td> <td>Jed Isbell, Connor & Winters</td> </tr> <tr> <td>XRG Technologies v. MatrixForce Corporation, Expert Witness</td> <td>Mark Waller and J. David Jorgenson</td> <td>Charles Greenough and Katie Crane, McAfee and Taft</td> </tr> <tr> <td>Allied Fence Co. of Tulsa, Inc., et al. v. Dana Graham, et al., Expert Witness</td> <td>Steve Peters, Baum Glass Jayne Carwile & Peters; Kort Besore, Kort A. Besore, PLLC</td> <td>Clifford Ribner</td> </tr> <tr> <td>IRV TRUST 13B v. Oakbrook Mazel, LLC, et al., Receiver</td> <td>Mark Craige, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>2316WM, LLC and 601CH, LLC v. Chandler Therapy & Living Center, LLC and Clinton Therapy & Living Center, LLC, Receiver</td> <td>S. Elise Ebright, Pierce Couch Hendrickson Baysinger & Green LLP</td> <td>J. Michael DeYong and Gina Cheatham, DeYong & Cheatham, P.A.</td> </tr> <tr> <td>BancFirst v. Muskogee Housing Partners, LP, et al., Receiver</td> <td>Ron Wright, Wright Stout & Wilburn, P.C.</td> <td></td> </tr> <tr> <td>NBC Bank v. Howard Properties, Inc., et al., Receiver</td> <td>Dustin Connor, Gungoll Jackson</td> <td>David Henneke</td> </tr> <tr> <td>IRP Fund II Trust 5B v. SGA Properties Tulsa, LLC, at al., Receiver</td> <td>Mark Craige, Crowe & Dunlevy</td> <td>Robert Sartin, Barrow & Grimm</td> </tr> <tr> <td>David and Terry Day v. Adam and Christine Hernandez, Receiver</td> <td>Joel LaCourse and Zachary M. Keen, LaCourse Law, PLLC</td> <td>Thomas M. Agnew, Riggs, Abney, Neal, Turpin, Orbison & Lewis</td> </tr> <tr> <td>David Graves and Catherine Barkley, Receiver</td> <td>The Barkley Law Firm, PC</td> <td>Andrew Jayne, Baum Glass Jayne Carwile & Peters, PC</td> </tr> <tr> <td>P. John Eck, et al. v. Osage Logging Company, Inc., et al., Substitute Receiver</td> <td>Peter Scimeca, Fellers, Snider, Blankenship, Bailey & Tippens, PLLC; Edward Robinson, Robinson Law Firm, LLC</td> <td>Michelle Nabors and Jared Harrison, Harrison & Mecklenburg, Inc.; Bruce Spence, Spence Law Firm; Christopher Murphy, Witworth Wilson & Evans; Mark McPhail, Hartzog Canger Cason; Tony Gould and Dane Flesch, Brown & Gould; David Gleason, Moricoli, Kellogg & Gleason</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 2 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>First Pryority Bank v. Annapurna MAA, Inc., et al., Receiver</td> <td>Mark Craige & Toni Bradley Smith, Crowe & Dunlevy</td> <td>Michael Kelly, Long, Claypole & Blakely Law, PLC</td> </tr> <tr> <td>The Estate of David Michael Whitney, Receiver</td> <td>Daniel R. Ketchum and James C. Milton, Hall Estill</td> <td>Randall Gill and Randi Gill, Gill Law Firm; Kara Vincent, Barber & Bartz</td> </tr> <tr> <td>Christopher Holt, et al. v. Tommy Holt, et al., Receiver</td> <td>Isaiah Brydie, Wirth Law Office</td> <td>Tim Gallely, Crowe & Dunlevy</td> </tr> <tr> <td>First Pryority Bank v. Ganesh and Maruti, LLC, et al., Receiver</td> <td>Mark Craige & Toni Bradley Smith, Crowe & Dunlevy</td> <td>Tom Creekmore, Hall Estill; Michael Kelly, Long, Claypole & Blakley Law, PLC</td> </tr> <tr> <td>Jennifer Furr v. Park Ivy Consultants, Inc., et al., Receiver</td> <td>Andrew Harroz and Preston Sullivan, Chansolme Harroz Hayes</td> <td>Keith A. Ward, Keith A Ward, PLLC; Micah Petersen, McAfee & Taft</td> </tr> <tr> <td>Jon Shryock v. Starbright Corporation, et al., Receiver</td> <td>Tim J. Gallely, Crowe & Dunlevy</td> <td>Michael J. Blaschke and Dan Peters, Michael J. Blaschke, P.C.</td> </tr> <tr> <td>Gary R. Underwood, et al. v. Conner Helms, et al., Special Master</td> <td>James M. Chaney, Kirk & Chaney, P.C.</td> <td>Robert Edinger, Edinger, Leonard & Blakley, PLLC</td> </tr> <tr> <td>American Bank and Trust Co. v. Melanie Russell Blackstock, M.D., Inc., Receiver</td> <td>Lance Bryan, Dorner, Saunders, Daniel & Anderson, LLP</td> <td></td> </tr> <tr> <td>In the Matter of the Estate of David L. McCutchen, Receiver</td> <td>James C. Milton, Hall Estill; Taylor Burke, Barber & Bartz</td> <td>Christina Vaughn and Jaclyn Loney, Viridian Legal Services, LLC</td> </tr> <tr> <td>Providence Bank of Texas, SSB v. Nitin Jarwala, et al., Receiver</td> <td>Chase McBride, Ritchie, Rock, McBride & Atwood</td> <td>Paul Foster & Carrie Faster, Paul Foster Law Offices, P.C. and Matthew R. Gile, Hall Estill</td> </tr> <tr> <td>In the Matter of the Estate of James L. Price: Oklahoma State University Foundation, et al. v. Rosemary Price, et al., Receiver</td> <td>Kent Sullivan, Leach & Sullivan and Robyn Baker and Scott Cordell, Oklahoma State University Foundation</td> <td>Art Mata</td> </tr> <tr> <td>Rural Hospital Acquisition, LLC, et al. v. RHA Stroud, Inc. and RHA Anadarko, Inc., et al., Receiver</td> <td>J. Clay Christensen, Christensen Law Group</td> <td>Mitchell D. Blackburn, Conner & Winters</td> </tr> <tr> <td>The Exchange Bank v. H&S Hotels, LLC, et al., Receiver</td> <td>Ryan M. Peck, Morris Laing Evans Brock & Kennedy, Chtd.</td> <td>Martin J. Keenan, Martin J. Keenan, LLC</td> </tr> <tr> <td>JTG Ventures, LLC, et al. v. Steven B. Silverstein, et al., Receiver</td> <td>Laurence Pinkerton</td> <td>Stephen J. Capron, Capron & Edwards, PLLC</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 3 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Prolific Farms, LLC, et al. v. The Oklahoma Bureau of Narcotics and Dangerous Drugs, et al., Receiver</td> <td>John M. Hickey, Raymond E. Penny, Jr. and Amanda Lowe, Hall Estill</td> <td>Russell S. Cochran, General Counsel, Oklahoma Bureau of Narcotics</td> </tr> <tr> <td>Savannah Nicole Lind, et al. v. The Estate of Jimmy T. Roy Barnes, Expert Witness</td> <td>Brandon A. Johnson</td> <td>Dan Folluo, Rhodes, Hieronymus Jones Tucker & Gable</td> </tr> <tr> <td>Aurora Winnelson Company v. ONEOK Field Services Company, LLC, et al., Expert Witness</td> <td>William Hoch and Adam Hall, Crowe & Dunlevy</td> <td>Craig Fitzgerald and Mary Hope Forsyth, GableGotwals</td> </tr> <tr> <td>Precise Tool and Machine v. Estate of Brian Faldo, Receiver</td> <td>Beau Williams</td> <td>Robert Morgan, Craig Brown, Evan McCormick and Colin McCormick, Wheeler, Morgan, Brown & McCormick</td> </tr> <tr> <td>Jason Klintworth, et al. v. Valley Forge Insurance Company, et al., Expert Witness</td> <td>Mark Stanley Kenneth Morgan, Stanley & Morgan; Adam Weintraub, Savage, O'Donnell, Affeldt, Weintraub & Johnson</td> <td>Walter Haskins and Kirsten Palfreyman, Atkinson Haskins Nellis</td> </tr> <tr> <td>First Bank & Trust Co. v. Global Core Stillwater, LLC d/b/a La Quinta and Suites Stillwater OK, et al., Receiver</td> <td>Mike Mordy & Carrie Pfrehm, Mordy, Mordy, Pfrehm & Wilson</td> <td>Charles C. Ward, The Law Office of Charles C. Ward, PLLC; O. Cliff Gooding, The Gooding Law Firm</td> </tr> <tr> <td>First Bank & Trust Co. v. Ghotra Hospitality, LLC d/b/a Holiday Inn Express & Suites, et al., Receiver</td> <td>Mike Mordy & Carrie Pfrehm, Mordy, Mordy, Pfrehm & Wilson</td> <td>Charles C. Ward, The Law Office of Charles C. Ward, PLLC</td> </tr> <tr> <td>Big Shoulders Capital IV, LLC v. RDT Trucking, Inc, et al., Receiver</td> <td>Jeffrey E. Tate, Christensen Law Group</td> <td></td> </tr> <tr> <td>Jayen Patel v. Nicole Patel, Special Master</td> <td>Nicholas Larby, Larby & Associates</td> <td>Adrienne Barnett, Norman, Wohlgemuth, Chandler, Jeter, Barnett & Ray</td> </tr> <tr> <td>South Farm Leasing, LLC v. Three Tracts, LLC, Receiver</td> <td>Robert Sartin, David Sturdivant, Nicholas Jones and Emily Kosmider, Barrow & Grimm</td> <td>John M. Hickey, Hall Estill</td> </tr> <tr> <td>Jessy Rogers v. Cody Flynn and Natural Green Cannabis Dispensary, Inc. d/b/a Herb'N Out, Receiver</td> <td>T. Matthews Smith and Rachel Klubeck, Smith & Klubeck</td> <td>Jana Knott and Kristin Richards, Bass Law Firm; Kyle Hurst, Hurst Law Firm</td> </tr> <tr> <td>Hunter Miller, et al. v. Dylan White, Special Master</td> <td>Armando Rosell, Rosell Law Group</td> <td>James Birch, Quilling Selander Lownds Winslett and Moser; Joe Hampton and Amy Pierce, Hampton, Barghols, Pierce</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Edwards Redeemer Property Holdings, LLC v. Edwards Redeemer Healthcare & Rehab, LLC, Receiver</td> <td>Ross Plourde, McAfee & Taft</td> <td></td> </tr> <tr> <td>Jeffrey Darin Alred v. Southwestern Payroll Service, Inc., et al., Receiver</td> <td>Andrew Jayne, Baum, Glass, Jayne and Carwile</td> <td></td> </tr> <tr> <td>James Todd Dunn v. Urgent Care Center of Ardmore, Inc., Receiver</td> <td>Michael Tipps</td> <td></td> </tr> <tr> <td>CrossFirst Bank v. NBI Properties, Inc., et al., Receiver</td> <td>Mark Craige and Alexander Sokolosky, Crowe & Dunlevy</td> <td>Scott Kirtley and Peter Brolick, Riggs, Abney, Neal, Turpen, Orbison & Lewis</td> </tr> <tr> <td>CrossFirst Bank v. Orville B. Nichols, et al., Receiver</td> <td>Mark Craige, Crowe & Dunlevy</td> <td>Scott Kirtley and Peter Brolick, Riggs, Abney, Neal, Turpen, Orbison & Lewis</td> </tr> <tr> <td>The City of Drumright v. CAH Acquisition Company #4, et al., Receiver</td> <td>Mark Craige, Crowe & Dunlevy; Patrick Malloy, Malloy Law Firm; Michael Gibson</td> <td></td> </tr> <tr> <td>Live Well Home Care, LLC v. Diana Marlene Elrod, et al., Receiver</td> <td>Marcus Ratcliff and James Colvin, Latham, Wagner, Steele & Lehman, P.C.</td> <td>Michael Freeman, The Freeman Law Firm, PLLC</td> </tr> <tr> <td>LQC Partners XI, LLC v. SCG Durant Four Seasons, LLC, Receiver</td> <td>Neal Tomlins, Tomlins & Peters, PLLC</td> <td></td> </tr> <tr> <td>Equity Bank v. PMC Corporation a/k/a PMC Homes, Receiver</td> <td>Marcus Ratcliff, Latham, Wagner, Steele & Lehman, P.C.</td> <td></td> </tr> <tr> <td>UMB Bank, N.A. v. Inverness Village, Overseer</td> <td>Mark A. Craige, Crowe & Dunlevy, P.C.</td> <td>Neal Tomlins, Tomlins & Peters, PLLC</td> </tr> <tr> <td>Energy One Federal Credit Union v. Glenpool Properties, LLC, et al., Receiver</td> <td>Robert P. Skeith, Riggs, Abney, Neal, Turpen, Orbison & Lewis</td> <td>Joseph McCormick, McCormick and Field</td> </tr> <tr> <td>Arvest Bank v. Hayes Field Services Company, LLC, et al., Receiver</td> <td>Tracy W. Robinett and Dylan Duren, Robinett, Swartz & Aycock</td> <td>Bill V. Wilkinson; Jesse J. Worten, III</td> </tr> <tr> <td>Oak Park Townhomes Neighborhood Association Incorporated v. Reginald Crane, et al., Receiver</td> <td>Kent Siegrist</td> <td>Mark Reents</td> </tr> <tr> <td>Edward David Enterprises, LLC, et al. v. Lawrence McMillan, et al., Receiver</td> <td>Todd Nelson, GableGotwals</td> <td></td> </tr> <tr> <td>Arvest Bank v. Donald Jernigan, et al., Receiver</td> <td>Robert Skeith, Riggs Abney</td> <td>William R. Grimm, Barrow & Grimm</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 5 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>UMB Bank, N.A. v. Best Well Services, LLC, Receiver</td> <td>Johnny G. Beech and Shannon Davies, Spencer Fane, LLP</td> <td>Steve Soule, Hall Estill</td> </tr> <tr> <td>Landmark Bank v. WS Services, LLC, et al., Receiver</td> <td>Ross A. Plourde, McAfee & Taft</td> <td></td> </tr> <tr> <td>Capital Ventures Investments, LLC, et al. v. Tyler Scott Paulsen, Receiver</td> <td>Eric Jordan</td> <td>Christopher Camp, Camp Law Firm</td> </tr> <tr> <td>David Bevard v. Randy Merritt, Kevin J. Prosenick, and Ronald D. Mitchell, Receiver</td> <td>Brad E. Hilton and Aubra A. Drybread, Hilton Law Firm</td> <td>Tracy Robinett and Charles R. Swartz, Robinett Swartz & Aycock</td> </tr> <tr> <td>Misty Cowan v. Tomahawk Acid Services, LLC, et al., Special Master</td> <td>Gina Carrigan-St. Clair, Carrigan Law Office</td> <td>David Cummings & Benjamin Lundquist, Baumert, Cummings & Hiatt</td> </tr> <tr> <td>American Nation Bank v. Cypress RT Associates, LLC, Receiver</td> <td>Mike Mordy & Bradley Wilson, Mordy, Mordy, Pfrehm & Wilson</td> <td>Adrienne Cash, Barber & Bartz</td> </tr> <tr> <td>CrossFirst Bank v. Ray Energy, et al, Receiver</td> <td>Mark A. Craige and Michael R. Pacewicz, Crowe & Dunlevy</td> <td>Robert J. Getchell and Brandon C. Bickle, Gable Gotwals</td> </tr> <tr> <td>Comerica Bank, N.A. v. Reed Richart & Reed, Receiver</td> <td>John M. Thompson, Gregory S. Luster, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>DME Divas, LLC v. Peter Broderick, et al, Receiver</td> <td>Todd Nelson, GableGotwals; Ryan Peck, Morris Laing Evans Brock & Kennedy</td> <td>Blaine G. Frizzell, Fuller Chlouser & Frizzell; R. Michael Cole</td> </tr> <tr> <td>BOKF, N.A. v. Johnstone Apartments, LLC, Receiver</td> <td>Frederic Dorwart, James A. Higgins, Nora O'Neill, Frederic Dorwart, Lawyers</td> <td></td> </tr> <tr> <td>Arvest Bank v. Tulsa Rubber Company, Receiver</td> <td>J. Schadd Titus, Titus Hillis Reynolds Love</td> <td></td> </tr> <tr> <td>Bryan Mason, et al. v. Illinois River Ranch Property Owners Association, Special Oversight</td> <td>James R. Hicks & Timothy L. Rogers, Barrow & Grimm</td> <td>Roland Funk</td> </tr> <tr> <td>WNC Institutional Tax Credit Fund 38, LP, et al. v. Creekside Village II GP, LLC, et al., Receiver</td> <td>William H. Hoch, III, Crowe & Dunlevy</td> <td>Anne E. Zachritz, Andrews Davis</td> </tr> <tr> <td>Paul T. Boudreaux v. Jamie S. Boudreaux, Receiver</td> <td>Paul T. Boudreaux, Richardson Richardson Boudreaux</td> <td>Shannon McMurray and Thomas H. Landrum, The Firm on Baltimore</td> </tr> <tr> <td>H. Bruce Coates v. Brian P. Coates, Receiver</td> <td>Tom Askew and Sharon Weaver, Riggs, Abney, Neal, Turpen, Orbison & Lewis</td> <td>Mark S. Grossman and J. Blake Johnson, Crowe & Dunlevy</td> </tr> </table> <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Drexel on the Park, LLC, et al. v. Statewide Renovation and Supplies, Inc., et al., Expert Witness</td> <td>Steven Bugg, Crowe & Dunlevy</td> <td>Jackie L. Hill, Jr.</td> </tr> <tr> <td>Fifth Third Bank v. Healthcare Holdings, LLC, et al., Receiver</td> <td>Mark Craige, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Uyen Khoa Thuy Nguyen v. Linh Duy Nguyen, Receiver</td> <td>Adam Hall, Crowe & Dunlevy</td> <td>James W. Feamster, III and Adam Carroll, Feamster & Carroll</td> </tr> <tr> <td>Southern Tulsa, LLC v. Healthcare Management of Oklahoma, LLC, Receiver</td> <td>Judy Hamilton Morse and Mack Morgan, Crowe & Dunlevy</td> <td>Stephen J. Moriarty, Fellers Snider</td> </tr> <tr> <td>LQC Partners VII, LLC v. Skyline Heights, LLC, et al., Receiver</td> <td>Ross Plourde, Anna Imose and S. Gregory Frogge, McAfee & Taft</td> <td>C. Craig Cole, John Gatliff II, Carrie Burnsed, C. Craig Cole & Associates</td> </tr> <tr> <td>ONB Bank and Trust Company v. Concrete Pavement Specialists, LLC, et al., Expert Witness</td> <td>Michael Barkett, The Barkett Law Firm; Clark Brewster and Corbin Brewster, Brewster & De Angelis, PLLC</td> <td>Gentner F. Drummond, Drummond Law PLLC; Charles Greenough and Mary Quinn Cooper, McAfee & Taft; Loretta Roberts</td> </tr> <tr> <td>8200 Trade Center, LLC v. G.K. Griffin, Receiver</td> <td>Joseph A. McCormick</td> <td></td> </tr> <tr> <td>Alberta Ishem, as Personal Representative of the Estate of Georgia Bailey v. Bartlesville Healthcare Center, Inc., et al., Expert Witness</td> <td>Jim Lloyd, Nancy Lloyd and James Lloyd, Lloyd & Lloyd</td> <td>Clyde Muchmore and Elliot Anderson, Crowe & Dunlevy; Frank Sullivan, III, Sullivan & Sullivan, PLLC, Ron Wright, Wright, Stout & Wilburn, PLLC</td> </tr> <tr> <td>Naomi Brown, as Personal Representative of the Estate of Juanita Harding v. Bartlesville Healthcare Center, Inc., et al., Expert Witness</td> <td>Jim Lloyd, Nancy Lloyd and James Lloyd, Lloyd & Lloyd</td> <td>Clyde Muchmore and Elliot Anderson, Crowe & Dunlevy; Frank Sullivan, III, Sullivan & Sullivan, PLLC, Ron Wright, Wright, Stout & Wilburn, PLLC</td> </tr> <tr> <td>Bettina Patton, as Personal Representative of the Estate of Joan Shoemaker v. Bartlesville Healthcare Center, Inc., et al., Expert Witness</td> <td>Jim Lloyd, Nancy Lloyd and James Lloyd, Lloyd & Lloyd</td> <td>Clyde Muchmore and Elliot Anderson, Crowe & Dunlevy; Frank Sullivan, III, Sullivan & Sullivan, PLLC, Ron Wright, Wright, Stout & Wilburn, PLLC</td> </tr> <tr> <td>Armstrong Bank v. Tuscany Energy, LLC, et al., Receiver</td> <td>Mark Craige, Crowe & Dunlevy</td> <td>Bradley Shraiberg, Shraiberg, Ferrara & Landau, P.A.</td> </tr> <tr> <td>Fifth Third Bank v. Lees Specialty Compounding, LLC, Receiver</td> <td>Mark Craige, Crowe & Dunlevy</td> <td>Steve Soule, Hall Estill</td> </tr> <tr> <td>Cajun Global, LLC d/b/a Church's Chicken v. Reciprocity Restaurant Group, LLC, Receiver</td> <td>Judy Hamilton Morse, Crowe & Dunlevy</td> <td>David Cordell, Conner & Winters</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 7 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Yallip Investments Limited v. Green Valley Mobile Home Park, LLC, Receiver</td> <td>Terry Thomas and Ruth Addison, Crowe & Dunlevy</td> <td>Joseph R. Wells, Wells Law, PLLC</td> </tr> <tr> <td>Christopher D. Wilkins v. Kurt A. Meyer, Receiver</td> <td>Robert Redwine</td> <td>Jerry Colclazier</td> </tr> <tr> <td>C. David Rhoades, as Successor Trustee of the J.P. Vanderpool Living Trust Dated April 19, 2004, as Amended v. The J.P. Vanderpool Living Trust Dated April 19, 2004, as Amended, Successor Trustee and Receiver</td> <td></td> <td>Gary W. Crews, Gary W. Crews, PLLC; Karen Carmichael, Law Office of Karen L. Carmichael & Associates, P.C.; Teressa Webster, Legal Aid of Oklahoma</td> </tr> <tr> <td>In the Matter of the Guardianship of Lela Mae McNaughton, an incapacitated person, Expert Witness</td> <td>Kaleb K. Hennigh, Ewbank, Hennigh & mcVay, PLLC; Michael F. Stake</td> <td>Bartlett A. Bouse, Bartlett A. Bouse, PLLC; William Hoch, Crowe & Dunlevy</td> </tr> <tr> <td>State of Oklahoma ex rel. Charles W. Wright and Rachel Lawrence Mor v. Oklahoma Corporation Commissions, et al., Expert Witness</td> <td>Michael J. Blaschke, Michael J. Blaschke, P.C.; Thomas W. Millington, Millington, Glass & Love and William R. Burkett</td> <td>Sidney G. Dunagan, Rob F. Robertson and Gregory T. Metcalf, GableGotwals; Thomas R. Kurth, Haynes and Boone; M. Daniel Weitman and Ethan Shaner, Office of the Oklahoma Attorney General; Phillip W. McCallum and James Terrell, McCallum, Methvin & Terrell</td> </tr> <tr> <td>Janet Moore v. Peak Medical Oklahoma No. 3, Inc. d/b/a Forest Hills Care & Rehabilitation Center, et al., Expert Witness</td> <td>Mark Steele and Kenneth Wagoner, Latham, Wagner, Steele and Lehman</td> <td>David McPhail, Danielle Fielding and Steven Johnson, Foliart, Huff, Ottaway & Bottom</td> </tr> <tr> <td>Saddle Rim Energy (Texas) v. Springfield Oil Services, Inc., Expert Witness</td> <td>John Sullivan and Cleve Glenn, K&L Gates</td> <td>Frank Svetlik and Richard Shanks</td> </tr> <tr> <td>Vicki McCabe v. PGS Paragon, LLC, et al., Special Master</td> <td>H. L. Holtmann, H. L. Holtmann Law Office, P.C.</td> <td>Robert Winter, Pray Walker; Hugh Robert, Sherwood, McCormick & Robert</td> </tr> <tr> <td>U.S. Bank National Association v. Shenandoah Valley, LLC, et al., Receiver</td> <td>Kimberlee T. Spady, Anderson, McCoy & Orta, P.C.</td> <td>H. L. Holtmann, H. L. Holtmann Law Office, P.C.</td> </tr> <tr> <td>Matonna Tarea Haynes v. Mark Edward Haynes, Receiver</td> <td>Paul Sutton and Marianne Miller</td> <td>Charles Laster</td> </tr> </table> <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Bloom Electric Holdings, LLC v. David Bloom, Ryan Bloom, and Richard A. Bloom, Receiver</td> <td>Mark Hammons and Amber L. Hurst, Hammons, Gowens, Hurst & Associates</td> <td>Ronald T. Shinn, Curtis J. Thomas, McAfee & Taft; Fenton R. Ramey</td> </tr> <tr> <td>Commerce Bank v. McKittrick Precast, Inc., et al., Receiver</td> <td>Robert Skeith, Wilkin McMurray</td> <td>C. Bart Fite, Fite Law Firm</td> </tr> <tr> <td>Ameristate Bank v. OMR Financing, LLC, et al., Receiver</td> <td>Scott Meacham, John M. Thompson, Adam C. Hall and Mark Craige, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Bank of the West v. WRJ Enterprises, LLC, et al., Receiver</td> <td>John M. Thompson and Adam C. Hall of Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Federal Deposit Insurance Corporation, as Receiver for The Bank of Union, El Reno, Oklahoma v. Cheryl Kaye Askins Dahack as Trustee of the Elbert Kenneth and Cheryl Kay Adkins Dahack Living Trust Dated July 11, 2009, et al., Receiver</td> <td>Steve Soule, James Reed, John Richer and Conor Cleary of Hall Estill</td> <td>Maria T. Erbar</td> </tr> <tr> <td>C. David Rhoades, as Personal Representative of the Estate of William Baker Horner, Jr. v. Horner Glass and Heartland Caseworks, Receiver</td> <td>Chris Ellison, Ellison Law Firm; Ollie Gresham</td> <td>Taylor Burke, Barber & Bartz; Brad Hilton, Hilton Law Office</td> </tr> <tr> <td>In the Matter of the Estate of William Baker Horner, Jr., Personal Representative</td> <td>Chris Ellison, Ellison Law Firm; Ollie Gresham</td> <td>Taylor Burke, Barber & Bartz; Brad Hilton, Hilton Law Office</td> </tr> <tr> <td>Peggs Fire Department v. Shannon Grimes, et al., Receiver</td> <td>Jerry S. Moore</td> <td>Terry D. Bigby, Bigby Law Office</td> </tr> <tr> <td>Bank of the West v. Cash Flow, Inc., et al., Receiver</td> <td>Adam Hall, Crowe & Dunlevy</td> <td>Darrell E. Brown</td> </tr> <tr> <td>Online Oil Inc. v. CO&G Production Group, LLC, Receiver</td> <td>Eric Stall, Stall, Stall & Thompson, P.A.</td> <td>Jim Goodwin; Andrew Waldron and Russell Walker, Walker & Walker</td> </tr> <tr> <td>Melisa G. Boersma, M.D. v. Radiation Oncology Consultants, Inc., Expert Witness</td> <td>Robert Glass, GableGotwals</td> <td>Peter Brolick, Riggs, Abney</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 9 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>The Alain Ellis Living Trust, et al. v. The Harvey D. Ellis Living Trust, et al., Expert Witness</td> <td>Kevin McMaster and Erin Sommer Good, McDonald, Tinker, Skaer, Quinn & Herrington</td> <td>Will B. Wohlford, Morris, Laing, Evans, Brock & Kennedy; Don D. Gribble, II, Hite, Fanning & Honeyman; Timothy J. Finnerty, Wallace, Saunders, Austin, Brown & Enoch; Paula D. Langworthy, Tripplett, Woolf & Garretson; Craig Shultz, Shultz Law Office; Lee Thompson, Thompson Law Firm; Curtis L. Tideman, Lathrop & Gage</td> </tr> <tr> <td>Nancy Garrett v. Cloves Gene Garrett, Receiver</td> <td>Brita Cantrell, McAfee & Taft, P.C.</td> <td>Cecil G. Drummond and Garry M. Gaskins</td> </tr> <tr> <td>Bank of the West v. Hwang Kim, et al., Receiver</td> <td>John M. Thompson, Terry M. Thomas and Kari Hoffhines, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Bank of the West v. M&W Construction & Contracting, LLC, et al., Receiver</td> <td>John M. Thompson and Adam C. Hall of Crowe & Dunlevy</td> <td>Cliff Gooding, The Gooding Firm</td> </tr> <tr> <td>Leonid Sinitsyn v. American Aeroplane Project, LLC, et al., Receiver</td> <td>Ross A. Plourde and Jared M. Burden, McAfee & Taft, P.C.</td> <td>Stephen A. Schuller and John Synowicki, GableGotwals</td> </tr> <tr> <td>Catherine A. Richey v. R. Scott Richey, Receiver</td> <td>Jan Grant-Johnson; John Gile and Matthew Gile, Hall Estill; David Cheek, Cheek & Falcone</td> <td>Gretchen Runkle Nicholson</td> </tr> <tr> <td>Mohammad A. Sharif v. Jehangir N. Sahi, et al., Receiver</td> <td>Paul Summars, Summars & Associates</td> <td>Robert F. Morgan, Jr.</td> </tr> <tr> <td>MAC Systems, Inc. v. TMAP Investment, LLC, in RE: JIN Corp., Receiver</td> <td>Dwight Smith, Dwight L. Smith, PLLC</td> <td></td> </tr> <tr> <td>DBA Collections, LLC v. Actioncam, LLC, Receiver</td> <td>William R. Grimm, Barrow and Grimm</td> <td>Sidney K. Swinson, GableGotwals</td> </tr> <tr> <td>CrossFirst Bank v. Fast Properties, LLC, et al., Receiver</td> <td>John H. Howland, Rosenstein, Fist & Ringold</td> <td>Timothy Janak</td> </tr> <tr> <td>Patricia Jane Bender, et al. v. Blair Royalties, LTD, et al., Expert Witness for defense</td> <td>Michael J. Blaschke and Dan L. Holloway</td> <td>James Chaney, Kirk & Chaney</td> </tr> <tr> <td>SW LOAN AA, L.P. v. Inman Properties, LLC, et al., Receiver</td> <td>Adam Hall, Crowe & Dunlevy</td> <td>Timothy Kline, Phillips Murrah, P.C.</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 10 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>66 Federal Credit Union v. RPM Investment Company, Inc., Receiver</td> <td>Dwight Smith, Dwight L. Smith, PLLC</td> <td></td> </tr> <tr> <td>Aduddell Lincoln Plaza Hotel d/b/a Renaissance Center, LLC v. Certain Underwriters at Lloyd's of London and Insurance Professionals II, Expert Witness for defense</td> <td>Shannon F. Davies and George Freedman, Lester, Loving & Davies, P.C.</td> <td>Steven V. Buckman and Kristina Gray, Buckman and Gray</td> </tr> <tr> <td>The Exchange Bank v. Reynolds Funeral Service, LLC, et al., Receiver</td> <td>Mark Craige, Crowe and Dunlevy</td> <td>Chad Kutmas, McDonald, McCann, Metcalf and Carwile</td> </tr> <tr> <td>Saubren, LLC v. Tommy L. Brooks, Jr., et al., Special Master</td> <td>Juston R. Givens and Jason M. Kreth, Phillips Murrah</td> <td>George Wright, Stuart, Clover, Duran, Thomas and Vorndran</td> </tr> <tr> <td>Wheeler Rental and Mobile Home Sales, LLC v. The Bank of Union, et al., Receiver</td> <td>Gary Bryant, Mock, Schwabe, Waldo, Elder, Reeves and Bryant; John Thompson, Crowe and Dunlevy</td> <td>Robert White</td> </tr> <tr> <td>West Loan Acquisitions Holdings, LP v. Oseni K. Isiaka, et al., Receiver</td> <td>John M. Thompson and Lysbeth L. George, Crowe & Dunlevy</td> <td>Kenneth L. Spears</td> </tr> <tr> <td>Darrin Humphrey v. HIT Steel, LLC, et al., Receiver</td> <td>Matthew Griffith, Andrews Davis</td> <td>Ronald L. Wallace, The Wallace Law Firm</td> </tr> <tr> <td>Steven Shirley, et al. v. Freedom Communications, Receiver</td> <td>Pro Se</td> <td></td> </tr> <tr> <td>Mac Fleming v. Steven E. Watson, Trustee of the Freada A. Watson Living Trust, Receiver</td> <td>Juliet N. Brennan, Brennan, Smith & Cherbini</td> <td>Stephen M. Pike, Huddleston, Pike, Henderson & Parker</td> </tr> <tr> <td>Grand Bank v. Buffalo Lodge & Resorts, Inc., Receiver</td> <td>Neil Tomlins, Tomlins Law Firm & Robert Rush, Logan & Lowry</td> <td>Gentner F. Drummond, Garry M. Gaskins, II, Drummond Law</td> </tr> <tr> <td>Sinor's Long Bay Marina, LLC, Paula Gibson and Larry Gibson v. Wagoner County Rural Water District No. 2, Receiver</td> <td>James C. Milton, Hall Estill</td> <td>Gerald F. Pignato, Pignato, Cooper, Kolker & Roberson</td> </tr> <tr> <td>DPC Investments, LLC v. Cedar Ridge Estates Development Company, et al., Receiver</td> <td>William P. McDoniel, Hemry, Hemry & McDoniel, Lance Schneiter</td> <td>Kenneth Massey</td> </tr> <tr> <td>EQ Oklahoma, Inc. v. A Clean Environment Company, et al., Expert Witness</td> <td>Gerald L. Hilsher and Jessica John Bowman, McAfee & Taft</td> <td>Tom Sullivent, Sullivent Law Firm; Matthew Caves, Andrews Davis</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 11 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Kathy and Larry Armer v. Randy Hobson, Receiver</td> <td>Laurence K. Donahoe</td> <td>John W. Anderson</td> </tr> <tr> <td>Reed Power Tongs, Inc., et al. v. Kerry Reed, Receiver</td> <td>Carl Hughes and Kenneth Hughes</td> <td>Charles Laster</td> </tr> <tr> <td>SpiritBank v. Tallgrass Broadcasting, LLC, et al., Receiver</td> <td>Ken Wagner and Marcus Ratcliff, Latham, Wagner, Steele & Lehman</td> <td>Mark Craige, MorrellSaffaCraige; John Williams, Feldman, Fraden, Woodard & Farris</td> </tr> <tr> <td>National Credit Union Administration, as conservator for Telesis Community Credit Union v. Oak Park Properties, LLC, Receiver</td> <td>William H. Hoch, III, Christopher M. Staine and Lysbeth George, Crowe & Dunlevy</td> <td>Ross Plourde, McAfee & Taft; Jerry C. Cude, Edward W. Dzialo, Jr.</td> </tr> <tr> <td>The Exchange Bank v. GP Professional Center, LLC, et al., Receiver</td> <td>Dwight Smith, Dwight L. Smith, PLLC</td> <td>Kenneth Wagner, Latham, Wagner, Steele & Lehman; Scott Kirtley, Riggs, Abney, Neal Turpen, Orbison & Lewis</td> </tr> <tr> <td>Pinnacle Healthcare of Oklahoma, LP, Receiver</td> <td>Phillip Evans, The Baker Law Firm</td> <td>Douglas Haughey, Doyle, Harris, Davis & Haughey</td> </tr> <tr> <td>Bank of the West v. Schrader's Family Diner, Inc., et al., Receiver</td> <td>John Thompson, Adam Hall, Crowe & Dunlevy</td> <td>Frank W. Frasier, III, Frasier, Frasier & Hickman, LLP</td> </tr> <tr> <td>Girard National Bank v. MidAmerica Funding Company, Inc., et al., Receiver</td> <td>Regan Beatty, Adam Hall, Crowe & Dunlevy</td> <td>L. Dee Oliphant</td> </tr> <tr> <td>Johnny Corff v. Western Quick Stops, LLC, Receiver</td> <td>Mark Mitchell, Mitchell & Hammond</td> <td>Richard Propester, Crowe & Dunlevy</td> </tr> <tr> <td>Larry Fansler v. Bobbie Fansler, Receiver</td> <td>Ron Main</td> <td>N. Franklin Casey, Casey & Jones</td> </tr> <tr> <td>John H. Newsome, Jr. v. MacArthur Apartments, LLC, et al., Receiver</td> <td>Stephen J. Moriarty and Doneen Jones, Fellers, Snider, Blankenship, Bailey & Tippens</td> <td></td> </tr> <tr> <td>Vision Bank v. Wilnet Communications, et al., Receiver</td> <td>Kermit Milburn</td> <td>Rob L. Pyron</td> </tr> <tr> <td>The Leon P. Newton Revocable Trust v. Oz, Inc., Receiver</td> <td>Barbara Carson</td> <td>John Dale, Gable Gotwals</td> </tr> <tr> <td>MidFirst Bank v. Gary Lindaeur Geppelt, et al., Receiver</td> <td>Robert P. Skeith, Glass Wilkin</td> <td>Todd Henshaw, James, Potts, & Wulfers</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 12 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Carl P. Bright v. Myron Butler and iBall Instruments, LLC, Receiver</td> <td>Rob Duran, Stuart, Clover, Thomas & Vorndran</td> <td>D. Michael O'Neil, Christensen Law Group</td> </tr> <tr> <td>Mary Carol Wright v. C.R. Wright, III, et al., Receiver</td> <td>Jerry Tubb and Michael Bickford, Fuller Tubb Bickford & Krahl</td> <td>Chad Neuens and Amy Hampton, Neuens, Mitchell & Freese</td> </tr> <tr> <td>First Enterprise Bank v. Methvin Enterprises, Inc., et al., Receiver</td> <td>D. Benham Kirk, Jr., D. Benham Kirk, Jr., P.C.</td> <td></td> </tr> <tr> <td>FAA Credit Union v. FEB Red Fox Apartments, LLC, Receiver</td> <td>Max C. Tuepker and Howard Schmidt</td> <td>Larry Pinkerton</td> </tr> <tr> <td>Progressive Asset Tools, Inc. v. Moritz, Inc., Receiver</td> <td>Kenneth E. Crump, Barber & Bartz; William H. Spitler, McDonald, McCann & Metcalf</td> <td>Adam J. Strange, Jones, Gotcher & Bogan</td> </tr> <tr> <td>Jerry L. Wise, et al. v. EZ Steel, LLC, Receiver</td> <td>Ross Plourde and Stephen Hetrick, McAfee & Taft</td> <td>David Cheek, Cheek & Falcone</td> </tr> <tr> <td>Colonial Pacific Leasing Corporation v. William F. Letcher, D.M.D., Receiver</td> <td>William C. Searcy, Barber & Bartz</td> <td>Robert W. Giles; Richard M. Eldridge, Thomas A. Steichen and Alison Verret, Eldridge Cooper Steichen & Leach</td> </tr> <tr> <td>Bank of the West v. Cornerstone Management Group, LLC, et al., Receiver</td> <td>John M. Thompson and Adam C. Hall of Crowe & Dunlevy</td> <td>Terry W. Tippens and Doneen Douglas Jones, Fellers, Snider, Blankenship, Bailey & Tippens</td> </tr> <tr> <td>Excel National Bank v. Guru Properties, LLC, et al., Receiver</td> <td>Kevin Blaney, Blaney and Tweedy</td> <td>Robert Sheets, Phillips, Murrah</td> </tr> <tr> <td>RCB Bank v. Larry Burnett, et al., Receiver</td> <td>Sean Burrage, Clint Russell and Amy Evans, Taylor, Burrage, Foster, Mallett, Downs, Ramsey & Russell</td> <td>Mark Craige, Morrel, Saffa, Craige</td> </tr> <tr> <td>Tulsa RV, LLC, et al. v. E. Dwayne Fry, Receiver</td> <td>Richard D. White and Roger Gassett, Barber & Bartz</td> <td>Gordon Melson</td> </tr> <tr> <td>Arvest Bank v. Aircraft & Turbine Support, Inc., et al., Receiver</td> <td>Robert Glass and Robert Skeith, Glass Wilkin</td> <td>Mark Craige, Morrel, Saffa, Craige</td> </tr> <tr> <td>U. S. Bank National Association v. Dyson Properties, Inc., Receiver</td> <td>John M. Thompson and Adam C. Hall of Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Valliance Bank v. Midwest Construction Oklahoma, LLC, Receiver</td> <td>Melvin R. McVay, Jr. and Juston R. Givens, Phillips Murrah</td> <td>Julie Brower, Kline Kline Elliott & Bryant</td> </tr> <tr> <td>Judy Duncan v. Mary Montgomery, Expert Witness</td> <td>Todd Koczun and Courtney Wolin, Logan & Lowry</td> <td>J. David Jorgenson, Pinkerton & Finn</td> </tr> </table> <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Salima M. Hirani v. Sooner Neighborhood, LLC, et al., Receiver</td> <td>Craig Brown, Brown & Roberts</td> <td>Jon R. Vittitow</td> </tr> <tr> <td>REI New Markets Investment, LLC v. Tiger Truck Manufacturing, LLC, et al., Receiver</td> <td>John D. Stiner and Beau M. Patterson, McAfee & Taft</td> <td>Douglas Sanders, Sanders, Sanders & Sullivan; Marc Bovos, Hamilton, Warren & Bovos</td> </tr> <tr> <td>Timothy Johnson v. Elderco, Inc., et al., Receiver</td> <td>Mark Craige, Morrel, Saffa, Craige</td> <td>Douglas Haughey, Doyle, Harris, Davis & Haughey</td> </tr> <tr> <td>SpiritBank v. Bristow Rubber Recycling, et al., Receiver</td> <td>Kenneth Wagner, Latham, Wagner, Steele & Lehman</td> <td>Joel Harmon, Day, Edwards, Propester & Christensen</td> </tr> <tr> <td>Bank of the West v. Ali Tahir, er al., Receiver</td> <td>John Thompson, Crowe & Dunlevy</td> <td>Roland V. Combs</td> </tr> <tr> <td>Home National Bank v. Comfort Hospitality, Inc., et al., Receiver</td> <td>John Thompson, Crowe & Dunlevy</td> <td>N. Lance Bryan, Doerner, Saunders, Daniel & Anderson</td> </tr> <tr> <td>Home National Bank v. Berkshire Medical Plaza, LLC, et al., Receiver</td> <td>John Thompson, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Larry and Kathy Miller v. Keith and Cheryl Hawks, Receiver</td> <td>H. Duane Riffe, Riffe & Associates</td> <td>Christopher B. Lyons, Christopher B. Lyons & Associates</td> </tr> <tr> <td>Bank of the West v. TCI Eton Square, L.P., et al., Receiver</td> <td>John Thompson, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Armstrong Bank v. Ashwood Store, Inc., et al., Receiver</td> <td>Toni Bradley Smith</td> <td></td> </tr> <tr> <td>Robert Amador v. Rodama OK, LLC, et al., Receiver</td> <td>Mark Craige, Morrel, Saffa, Craige & Hicks</td> <td></td> </tr> <tr> <td>Bank of the West v. Naylor Concrete Construction Company, Inc. et al., Receiver</td> <td>John Thompson, Crowe & Dunlevy</td> <td>Alan Bardell, Hayes, Magrini & Gatewood</td> </tr> <tr> <td>In the Matter of the Estate of Stephen A. Smith, Deceased, Appraiser</td> <td>Leslie Shelton</td> <td>Fred Sordahl</td> </tr> <tr> <td>Kirkpatrick Bank v. Quality Health Care, LLC, Receiver</td> <td>Nita Giles; Bart A. Boren, Williams, Boren & Associates</td> <td>Danny Shadid</td> </tr> <tr> <td>Zions First National Bank v. 5811 49th Ave. LLC, et al., Receiver</td> <td>Lewis N. Carter and N. Lance Bryan, Doener, Saunders, Daniel & Anderson (supported appointment)</td> <td>Mark Craige, Morrel, Saffa, Craige (opposed appointment)</td> </tr> <tr> <td>In Re: Penloyd, LLC, Consultant</td> <td>Mark Craige, Morrel, Saffa, Craige & Hicks; Randell Vaughn and Kevin Doyle, Pray Walker, et al.</td> <td>Terry Thomas and Alexander King, Crowe & Dunlevy; Scott Kirkley, Riggs Abney, et al.</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 14 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>DMDF, LLC v. YY Holdings, LLC, et al., Receiver</td> <td>Craig Brown, Brown & Roberts</td> <td>Richard LaBarthe; John Heatly, Fellers Snider, et al.</td> </tr> <tr> <td>Stillwater National Bank and Trust Company v. Tracey Smith, et al., Receiver</td> <td>Jared Giddens and J. Dillon Curran, Conner & Winters</td> <td>John Gatliff, Craig Cole and Associates</td> </tr> <tr> <td>Bank of Commerce v. Commercial Fabricators, Inc., et al., Receiver</td> <td>Fred Sordahl</td> <td>Ben Sherrer</td> </tr> <tr> <td>Bank of the West v. Clearwater Development Group, LLC, et al., Receiver</td> <td>John Thompson, Crowe & Dunlevy</td> <td>Michael Bickford, Fuller, Tubb, Bickford & Krahl, PLLC; William Johnson, Hartzog, Conger, Cason & Neville;</td> </tr> <tr> <td>Jeff and Amber Bailey, et al. v. Grant Cole, et al., Receiver</td> <td>Gabe Lawson and Michael Simpson, Atkinson, Haskins, Nellis, Brittingham, Gladd & Carwile</td> <td></td> </tr> <tr> <td>International Opportunity Consultants, Inc. v. Fastech, LLC, et al., Receiver</td> <td>Charles Wilkins and Robert Skeith, Glass Wilkins</td> <td>Martha Cherbini, Bonds, Matthews Brennan & Bonds, PLLC</td> </tr> <tr> <td>First Bank and Trust Company v. S & J Development of Grand Lake, Inc., et al., Receiver</td> <td>Richard Gray, Joe D. Adair & Associates, P.C.</td> <td>David O'Meilia and Phil Richards, Richards & Connor</td> </tr> <tr> <td>LinkAmerica Corporation, et al. v. The CIT Group/Business Credit, Inc., Receiver</td> <td>Gentner F. Drummon, Loretta K. Roberts, Drummond Law; Kenneth A. Hicks, Ken Hicks, P.C.</td> <td></td> </tr> <tr> <td>Kenneth Gruse v. Fabrication Dynamics, Inc., Receiver</td> <td>Jerry Gunter, Winters & King</td> <td>Jim Rusher, Albright, Rusher & Hardcastle; and Douglas Haughey, Doyle Harris Davis and Haughey</td> </tr> <tr> <td>Bank of the West v. M.L.J. Properties, et al., Receiver</td> <td>John Thompson, Crowe & Dunlevy</td> <td></td> </tr> <tr> <td>Bank of the West v. APS, Inc., et al., Receiver</td> <td>John Thompson, Crowe & Dunlevy</td> <td>Angela McMurry, McMurry and McMurry</td> </tr> <tr> <td>P&G Investments v. Etro, Inc., et al., Receiver</td> <td>Jennifer S. Jones, Kelly, Kelly & Jones</td> <td>Jared Giddens and Bryan Wells, Conner & Winters</td> </tr> <tr> <td>Bank of Commerce v. Windmill Run Marina, Inc., et al., Receiver</td> <td>George Ramey, Ramey & Tharp; Fred Sordahl</td> <td>David O'Meilia and Mary Elizabeth Nesser, Richards & Connor</td> </tr> <tr> <td>Beth Klaurens v. Lance Klaurens, Receiver</td> <td>Joel LaCourse, Stoops and LaCourse</td> <td>Richard White, Barber & Bartz</td> </tr> <tr> <td>Milburn Irrevocable Descendants’ Trust U/T/A July 26, 1989, et al. v. Leonard Compton, et al., Receiver</td> <td>D. Benham Kirk, Jr., D. Benham Kirk, Jr., P.C.</td> <td>Miles Zimmerman</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 15 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Jim Passmore, et al. v. New Prime, Inc. d/b/a Prime Inc., et al., Expert Witness</td> <td>George Corbyn, Joe Hampton, Cara Nicklas, Corbyn & Hampton</td> <td>Gary Chilton, Holladay & Chilton</td> </tr> <tr> <td>First National Bank of Muskogee v. Chloe, Inc., Kary Scoggins, et al., Receiver</td> <td>John Dale, Jeffrey Hassell, Sarah Bryan, GableGotwals</td> <td>Joseph 'Bud' Howard, Howard and Associates</td> </tr> <tr> <td>First National Bank of Muskogee v. Kary Scoggins, et al., Receiver</td> <td>John Dale, Jeffrey Hassell, Sarah Bryan, GableGotwals</td> <td>Joseph Howard, Howard and Associates</td> </tr> <tr> <td>First National Bank of Muskogee v. Halo Homes, LLC, et al., Receiver</td> <td>John Dale, Jeffrey Hassell, Sarah Bryan, GableGotwals</td> <td>Joseph Howard, Howard and Associates</td> </tr> <tr> <td>Aurora Loan Services, LLC v. Doris J. Perry, et al., Receiver</td> <td>Blake Parrott, Baer, Timberlake, Coulson & Cates</td> <td>Roland V. Combs</td> </tr> <tr> <td>CitiBank, N.A., as Trustee v. Doris J. Perry, et al., Receiver</td> <td>Blake Parrott, Baer, Timberlake, Coulson & Cates</td> <td>Roland V. Combs</td> </tr> <tr> <td>Deutsche Bank National Trust Company, as Trustee v. Doris J. Perry, et al., Receiver</td> <td>Blake Parrott, Baer, Timberlake, Coulson & Cates</td> <td>Roland V. Combs</td> </tr> <tr> <td>Fannie Mae v. Guillermo Gutierrez, et al., Receiver</td> <td>N. Lance Bryan and Lewis Carter, Doerner, Saunders, Daniel & Anderson</td> <td></td> </tr> <tr> <td>Commodity Futures Trading Commission v. Mark S. Trimble, et al., Receiver</td> <td>Rosemary Hollinger and Scott Williamson, CFTC</td> <td>Mack Martin</td> </tr> <tr> <td>CCMS 2000-3 Northwest 10^th Street, LLC v. Riverton Estates, LLC, et al., Receiver</td> <td>Dallas Ferguson, N. Lance Bryan, Cynthia Becker, Doerner, Saunders, Daniel & Anderson</td> <td>Jay G. Israel, Israel & Israel</td> </tr> <tr> <td>Mary Allton, et al. v. Spanish Cove Housing Authority, Expert Witness</td> <td>Larry Ball, Hall Estill</td> <td>A. Daniel Woska</td> </tr> <tr> <td>David Perkins – The Business Owner v. Matthew Bristow, Expert Witness</td> <td>Don Bingham, Riggs Abney</td> <td>William O'Connor and Ryan Ray, Norman Wohlgemuth</td> </tr> <tr> <td>Chaparral Energy v. John Milton Graves Trust, et al., Expert Witness</td> <td>Robert Skeith, Riggs Abney</td> <td>John Thompson and Tony Rupert, Crowe & Dunlevy</td> </tr> <tr> <td>Welcome Home v. MidFirst Bank, Expert Witness</td> <td>Byron Linkous, MidFirst Bank</td> <td>James Stuart, of Stuart & Clover</td> </tr> <tr> <td>Shane Gregg v. Sovereign Marine, LLC, et al., Receiver</td> <td>Thomas J. McGready, Logan & Lowrey</td> <td>Mark Craige, MorrellSaffaCraige for Receiver</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 16 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>GE Business Financial Services, Inc. f/k/a Merrill Lynch Business Financials Services, Inc. v. Tulsa Senior Living, LLC, Receiver</td> <td>Terry Thomas and Kayci Blair, Crowe & Dunlevy</td> <td>Wallace Gutzler of Sunwest Management</td> </tr> <tr> <td>Hillcrest Bank v. Oklahoma City Senior Living, LLC, et al., Receiver</td> <td>Larry Ball, Hall Estill</td> <td>Mitchell D. Blackburn, Conner & Winters</td> </tr> <tr> <td>First Fidelity Bank, N.A. v. Kristie Estates, LLC, Receiver</td> <td>Larry Ball, Hall Estill</td> <td>Jay G. Israel, Israel & Israel</td> </tr> <tr> <td>Alecia Horner v. Claims Management Resources, Expert Witness</td> <td>Brent Olsson, Huckaby, Fleming, Greenwood & Olsson</td> <td>Leonard Court and Courtney Warmington, Crowe & Dunlevy</td> </tr> <tr> <td>LaSalle Bank National Association v. St. Charles Condominiums, LLC, Receiver</td> <td>Daniel A. Nickels, John D. Dale, and Jeffrey D. Hassell, Gable & Gotwals</td> <td>Sean P. Reiger</td> </tr> <tr> <td>Regions Bank v. Colonial Park Apartments, LLC, et al., Receiver</td> <td>John Mee, III, Mee, Mee, Hoge & Epperson</td> <td>Kenneth Smith, Riggs Abney</td> </tr> <tr> <td>Harrison House, Chapter 11, Financial Consultant</td> <td>Mark Craige. Morrell, Saffa, Craige and Hicks</td> <td>John Dale, Gable & Gotwals, Terry Thomas Crowe & Dunlevy</td> </tr> <tr> <td>LBUBS 2007-C2 Del City Apartments, LLC v. Oklahoma Sunnyview, LP, et al., Receiver</td> <td>Cynthia Becker, Doerner, Saunders, Daniel & Anderson</td> <td>Paul Quigley</td> </tr> <tr> <td>Boom Drilling, Chapter 11, Expert Witness</td> <td>Jeff Resler and Rachael Obaldo, Warner Stephens</td> <td>Stephen J. Moriarty, Andrews Davis</td> </tr> <tr> <td>In the Matter of the Estate of Kenneth J. Griffin, Special Administrator</td> <td>Ryland L. Rivas; Scott R. Helton, Robinett & Murphy</td> <td>none</td> </tr> <tr> <td>Bank of the West, as successor to Commercial Federal Bank v. HSI-ONE, LLC, et al., Receiver</td> <td>Will Hoch, Crowe & Dunlevy</td> <td>D. Benham Kirk</td> </tr> <tr> <td>Dr. David McAllister et al v. Dr. Leroy Jeske dba Family Medical Associates, Receiver and Special Master</td> <td>None</td> <td>Greg Meir; Rick White of Barber & Bartz</td> </tr> <tr> <td>Quality Precision Services Inc. v Dawn Quiroga dba Buyer Solution Marketing, Receiver</td> <td>Shawn Roberts</td> <td>Jerry Kite</td> </tr> <tr> <td>R3 REDEVELOPMENT, LLC, et. al. v. 631 S. PEORIA, LLC d/b/a the SAVOY, Receiver</td> <td>Mike Ashworth</td> <td>Stan Monroe; Chuck Gibbs</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 17 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>CSMC 2006-C4 El Reno Apartments v. AHLAM, LLC, et al., Receiver</td> <td>Cynthia Becker, Doerner, Saunders, Daniel & Anderson</td> <td>none</td> </tr> <tr> <td>RAIM Corp. v. Cross Development, LLC, Receiver</td> <td>Julie Austin Dewberry</td> <td>Larry Ball of Hall Estill, Patrick Menching of Riggs Abney</td> </tr> <tr> <td>Jeffery P. and Kathy Nees, et al. v. Ashton Grove, Dow Hamm and others, Receiver-Stayed by appeal-upheld</td> <td>Tom Wolfe of Phillips McFall, Stan Ward, John Hastey, Terry Garrett, and others</td> <td>David Cheek of Cheek & Falcone and Ron Stakem</td> </tr> <tr> <td>In the matter of the guardianship of Charles Rhoades an individual, Guardian</td> <td>James Branam</td> <td>Jackie Jo Perrin</td> </tr> <tr> <td>First United Bank v. Dr. Jorge Pahl et al., Receiver</td> <td>Mike Rubenstein, Rubenstein, Bryan, McCormick & Pitts</td> <td>Mike Novotny with Harzog Conger Cason</td> </tr> <tr> <td>Bank of the West, as successor to Commercial Federal Bank v. Dean Golf and Sports Center, Inc. and Felton Dean, Receiver</td> <td>John Thompson of Crowe & Dunlevy</td> <td>Mark Ashton of Aston, Wisener, Munkacsy</td> </tr> <tr> <td>Richard L. Bishop v. RL Bishop Enterprises and Union Bank in re Marble Slabs of Oklahoma, Receiver</td> <td>Larry Ball of Hall Estill</td> <td>Stewart Knarr of Pate, Kemp & Knarr, and Joe Hogsett of Harzog Conger Cason</td> </tr> <tr> <td>The mediation between the Absentee Shawnee Tribe of Oklahoma and Multimedia Games, Forensic Consultant</td> <td>Dan Boudreaux, Mediator</td> <td>Tony Graham and Bill Smith, Alyssa Campbell of Legal Advocates for Indian Country</td> </tr> <tr> <td>Leroy Howard, et al. v. Paul Spicer, et al., Quasi-Special Master</td> <td>Scott Edwards and Doug Pewitt</td> <td>Tom Olsterholt of Spencer Fain, Jess Green and Nancy McAlester</td> </tr> <tr> <td>Momax LLC Max R. Greer v. TRC Nutrition Laboratory, Inc., Elmer Heinrich, Rockland Corp et al., Expert Witness</td> <td>Robert Skeith with Riggs Abney</td> <td>Richard Ward</td> </tr> <tr> <td>Frontier State Bank v. Leigh Construction, Inc., Receiver</td> <td>None</td> <td>Craig Cole</td> </tr> <tr> <td>Ila Kay Reeder v. Kadi Marketing Corporation dba United Farm Supply, Receiver</td> <td>Larry Ball of Hall Estill</td> <td>Bruce Klein of Mitchell, Davis, Kline and Pickens</td> </tr> <tr> <td>Steve Arrington, Trustee v. Paul Kruger, Expert Witness</td> <td>Robert Roark of Cheek & Falcone</td> <td>Terry Garrett</td> </tr> </table> <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Steve Browne and Brown Bottling v. Monarch Bottling, Expert Witness</td> <td>Andrew Waldron of Walker & Walker</td> <td>Kent Myers and Regan Beatty of Crowe & Dunlevy</td> </tr> <tr> <td>Comfort Zone Furniture Stores, Chapter 11, Trustee</td> <td>Bruce Klein</td> <td>Mike Rubenstein, of Rubenstein, Bryan, McCormick & Pitts, Roger Ediger of Mitchell & DeClerk, Jim Kelley</td> </tr> <tr> <td>Bank of the West v. Donald Gasaway, Receiver</td> <td>John Thompson and Adam Hall of Crowe & Dunlevy</td> <td>None</td> </tr> <tr> <td>Bixby Lumber Co. Inc v. Kevin and Connie Kyle and The First National Bank of Broken Arrow, Receiver</td> <td>Courtney Wolin of Riggs Abney, et al.</td> <td>Randall Vaughn and Bill Eagleton of Pray Walker, Randall Piccard</td> </tr> <tr> <td>Tim Kingsbury v. Jack Parsons and Trinity International Word Fellowship and Innovative Health Care Systems, Court Appointed Appraiser</td> <td>Babette Patton</td> <td>Tom Prince</td> </tr> <tr> <td>Bank of the West, successor in interest to Commercial Federal Bank v. RK, INC., Receiver</td> <td>John M. Thompson and Adam C. Hall of Crowe & Dunlevy</td> <td>None</td> </tr> <tr> <td>Mark Brencick v. Rane, LLC, Receiver</td> <td>Michael A. Rubenstein of Rubenstein Bryan McCormick & Pitts, PLLC</td> <td>Steve Metheney, Collier Pate</td> </tr> <tr> <td>Richard A. Brown and Publican dba Kilkenny’s v. Brett Rehorn, Expert Witness</td> <td>Peter Brolick of Riggs Abney et al</td> <td>Tony Haney of Conner Winters</td> </tr> <tr> <td>In re Jefferson’s Garden Fitness Center, Receiver</td> <td>None</td> <td>Doneen Jones with Fellers Snider and Judy Morse with Crowe & Dunlevy</td> </tr> <tr> <td>Vestin Realty Mortgage, et al. v. Monterrey Associates, LP et al., Receiver</td> <td>Kent Gilliland and Rick Warren of Hall Estill</td> <td>Jim Larimore</td> </tr> <tr> <td>Bank of the West v. Hydraulic Specialists and Ken Otto, Consultant</td> <td>Will Hoch of Crowe & Dunlevy</td> <td>Steve Zerenda and Ken Stoner</td> </tr> <tr> <td>Matrix Service dba Colt Construction v. Guthrie Steaming and Tank Service, Expert Witness</td> <td>Tom Stichen of Eldridge, Cooper, Steichen & Leach</td> <td>James Edmonds of Atkinson, Haskins, Nellis, Brittingham, Gladd, & Carwile</td> </tr> <tr> <td>Patrick Darby v. Roy Williams and Ace American Insurance Company, Expert Witness</td> <td>Mike Ashworth of Eldridge, Cooper, Steichen & Leach</td> <td>Paul Naylor</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 19 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Southwest Consolidated Properties v. WSB Realty et al., Receiver</td> <td>Larry Ball of Hall Estill</td> <td>None</td> </tr> <tr> <td>Park National Bank v. Raymond Maier, Receiver</td> <td>Bart Boren</td> <td>Stewart Knarr</td> </tr> <tr> <td>GF HFS Holdings f/k/a Health Care Financial Partners-Funding III L.P. v. Woodlawn Manor of Lawton, Inc., Receiver</td> <td>Steve DeGiusti of Crowe & Dunlevy</td> <td>Bill Doolin and John Munkacsy</td> </tr> <tr> <td>LGUBS 2005-C5 Crooked Oak LLC v. Oak Crest LLC (Apartments), Receiver</td> <td>Dallas Ferguson of Doerner Saunders</td> <td>Bennett Feldman, Ed DeBee</td> </tr> <tr> <td>Bruce Williams and Associated Air Systems, LLC v. David Williams, Special Master</td> <td>None</td> <td>Greg Eldridge and Ken Boatman</td> </tr> <tr> <td>MGas v. William Schultz, Consultant</td> <td>Mac Finlayson</td> <td>Andrew Turner of Conner Winters</td> </tr> <tr> <td>In the Matter of the Estate of Clarence R. Webber, Special Master and Administrator</td> <td>Bob Rush, Logan & Lowry</td> <td>David Anderson; Bill Castor</td> </tr> <tr> <td>Kingham v. Vector Properties and Jim Dill, Expert Witness</td> <td>Mark Craige of Morrell, Saffa, Craige & Hicks</td> <td>Pat Mensching of Riggs Abney</td> </tr> <tr> <td>Bank of Oklahoma v. Purcell Inc., Receiver</td> <td>None</td> <td>Steve DeGiusti of Crowe & Dunlevy, Fred Liebrock of Phillips McFall, Ed Lee and Carl Hughes</td> </tr> <tr> <td>Supreme Pipe and RDL, Inc., CRO</td> <td>Paul Summars</td> <td>Steve Bugg</td> </tr> <tr> <td>In re Osage County Gas, et al., Expert Witness</td> <td>Mark Gunnison of Payne & Jones Chartered</td> <td>Robert Skeith of Riggs Abney</td> </tr> <tr> <td>Woodlake Properties, LLC, v Richard Reno, Receiver</td> <td>None</td> <td>Brent Johnson and Mark Stonecipher of Fellers Snider et al, Richard White of Barber & Bartz and Kevin Blaney</td> </tr> <tr> <td>In the matter of Mildred Naomi Rice, Special Administrator</td> <td>Brent Johnson and Brooks Richardson of Fellers, Snider et al.</td> <td>Mike Voorhees and Steve Dyer</td> </tr> <tr> <td>In the matter of the Estate of Lucile Walker, Special Master and Special Administrator</td> <td>David Cheek of Cheek and Gelner</td> <td>Gary Hammond and Babette Patton</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 20 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>SOHIO Petroleum Co., LLC v. Lady Sara Energy, LLC, Expert Witness</td> <td>Doneen Jones of Fellers Snider et al.</td> <td>Robert W. Buchholz</td> </tr> <tr> <td>Stars Restaurants, LP v. Pamela E. Johnson and Donald P. Johnson, Receiver</td> <td>Steve DeGiusti of Crowe & Dunlevy</td> <td>Bob Raferty, Mack Martin, and John Coyle</td> </tr> <tr> <td>Milburn Irrevocable Descendents Trust v. Lawrence Jarrett, Receiver</td> <td>Kermit Milburn</td> <td>Roland Combs</td> </tr> <tr> <td>Magnesium Corporation of America, et al. v. Williams Energy Marketing & Trading, Expert Witness</td> <td>Steve Soule and Bonnie Hackler of Hall Estill, Hardwick, Gable, Golden & Nelson</td> <td>Nicholas F. Kajon of Salomon Green & Ostrow</td> </tr> <tr> <td>Tracy Tarrant dba Trace Oil et al. v. Randy Holder et al., Expert Witness</td> <td>Mark Stonecipher & Doneen Jones of Fellers, Snider, Blankenship, Bailey, & Tippens, Gary Hammonds</td> <td>Robert Glass, R. Charles Wilkin III, Brian Mitchell of the Glass Law Firm</td> </tr> <tr> <td>In re. Micron Design, Receiver</td> <td>Mike Rubenstein of McKinney Stringer</td> <td>Monte Bratcher</td> </tr> <tr> <td>In re. Downtown Airpark, Receiver</td> <td>Ed DeBee of DeBee Gilchrist</td> <td>Mitch Gregory, Steve Moriarty, Joe Shannonhouse, Don Lisle, Joel Berman</td> </tr> <tr> <td>Rocor International and Rocin Liquidation Estate, Inc v. Alta AH&L, Expert Witness</td> <td>Will Hoch of Crowe & Dunlevy</td> <td>Nicholas Franke and David Brown of Spencer, Fane, Britt & Brown</td> </tr> <tr> <td>In re. Meadowbrook Apartments, Receiver</td> <td>Dallas Ferguson and Lance Bryan of Doerner Saunders Daniel & Anderson</td> <td>None</td> </tr> <tr> <td>Automotive Finance Corporation v. K.D. Auto Brokers, Inc. et al., Receiver</td> <td>None</td> <td>Will Hoch of Crowe & Dunlevy, Steve Moriarty</td> </tr> <tr> <td>Oakwood Homes v. Fellers Snider Blankenship Bailey & Tippens, Expert Witness</td> <td>Doneen Jones</td> <td>Morris Nichols Arsh & Tunnell, King & Spaulding</td> </tr> <tr> <td>In re. Robert Garrett, Bankruptcy Trustee v. Kenneth Wiley, Expert Witness</td> <td>Doneen Jones</td> <td>Mark Montford, Win Holbrook</td> </tr> <tr> <td>Barrett Trailers Inc. Chapter 11, Examiner</td> <td>None</td> <td>David Cheek of McKinney & Stringer, Jim Bellingham, Doneen Jones of Fellers Snider et al.</td> </tr> <tr> <td>In the matter of Heartland Homes, Bethany, Expert Witness</td> <td>Larry Ball of Hall, Estill et al.</td> <td>United States of America Housing & Urban Development</td> </tr> </table> <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>In re. Velocita Corp. et al v. Cleveland Inspection Service, Expert Witness</td> <td>Mark Craige, Pitney, Hardin, Kipp & Szuch</td> <td>Drinker Biddle & Reath</td> </tr> <tr> <td>In re. Get-N-Go and 4-front, Expert Witness</td> <td>Mike Rubenstein, Blaine Schwabe, Brent Blackstock,</td> <td>Sid Swenson, Leonard Pataki, Pat Malloy</td> </tr> <tr> <td>In the matter of the Estate of Quinton Hindman, Deceased, Replacement Administrator</td> <td>Doneen Jones and Brent Johnson of Fellers Snider Blankenship Bailey & Tippens</td> <td>Kevin Calvey, Arlene Randall</td> </tr> <tr> <td>In re. Espire Communications, Inc v. Cleveland Inspection Service, Expert Witness</td> <td>Mark Craige of Morrell, West, Saffa, Craige & Hicks</td> <td>Joseph L. Steinfield, Jr. of ASK Financial</td> </tr> <tr> <td>In the matter of the Estate of Winona S. Presley, Special Administrator</td> <td>Doneen Jones of Fellers Snider et al.</td> <td>Larry Speer, Joseph Wellington, Drew Webb of McAfee & Taft, Cynda Ottaway of Crowe & Dunlevy</td> </tr> <tr> <td>In re. Amerivision, Expert Witness</td> <td>Mark Craige, Rob Robertson</td> <td>Sam Bratton of Doerner Saunders</td> </tr> <tr> <td>In re. Western Natural Gas, LLC, Scott M. Seidel, Trustee v. Tiger Natural Gas, Expert Witness</td> <td>Steve Soule and Bonnie Hackler of Hall Estill</td> <td>Scott M. Seidel</td> </tr> <tr> <td>Indian Ridge LLC, Receiver</td> <td>Karen Howick</td> <td>Larry Ball, Ross Plourde, Robert Magrini, Erik King, Bob Sheets, Don Holladay</td> </tr> <tr> <td>Carl B. and Florence E. King Foundation v. Daniel Junkin, Expert Witness</td> <td>Will Hoch, Reagan Allen of Crowe and Dunlevy</td> <td>Ross Plourde of McAfee and Taft, Jan Soiffer</td> </tr> <tr> <td>In re. El Reno Housing Associates LP v. Earnest A Cowen II, Expert Witness</td> <td>Will Hoch, Reagan Allen, Regan Beatty of Crowe & Dunlevy</td> <td>Gary Hammond</td> </tr> <tr> <td>Tag-A-Long v. Glenn Houck and Ultimax, Receiver</td> <td>Mike Rubenstein of McKinney Stringer</td> <td>John Breathwit, Babette Patton, Mark Stonecipher, Jim Laramore</td> </tr> <tr> <td>Cottonwood Manor Nursing Home, Receiver</td> <td>C. Craig Cole</td> <td>Ben Kirk</td> </tr> <tr> <td>CCMS 2000-3 Colonial Park Apartments, LLC v. Ramdas Investment Company, et al., Receiver</td> <td>Dallas Ferguson of Doerner, Saunders, Daniel & Anderson</td> <td>Marcia Busching, Shane Kuber, pro se</td> </tr> <tr> <td>GMAC Commercial Mortgage Corporation et al v. The Broken Arrow, LLC et al., Receiver</td> <td>Irv Belzer of Bryan Cave and Clyde Crutchmer</td> <td>Brad Fuller</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 22 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Jack E. Wheeler v. Aspen Group Resources Corporation, Expert Witness</td> <td>Robert Nelson & Greg Kirby of Whitten, McGuire, Wood Terry Roselius & Dietrich</td> <td>Conner Helms & Gary Underwood of Helms & Underwood</td> </tr> <tr> <td>Aspen Group Resources v. Jack Wheeler, Expert Witness</td> <td>Robert Nelson & Greg Kirby of Whitten, McGuire, Wood Terry Roselius & Dietrich</td> <td>Conner Helms & Gary Underwood of Helms & Underwood</td> </tr> <tr> <td>Aspen Group Resources v. Lenard Briscoe, Expert Witness</td> <td>Robert Nelson & Greg Kirby of Whitten, McGuire, Wood, Terry, Roselius, & Dietrich</td> <td>Mark Stonecipher and Brent Johnson of Fellers, Snider et al.</td> </tr> <tr> <td>Shiflett Transport Services, Inc., Expert Witness</td> <td>Mike Rubenstein of McKinney Stringer for HSFC</td> <td>Jim Bellingham of Bellingham, Collins & Loyd</td> </tr> <tr> <td>Dmarc v. TMS Hotel, LLC, Receiver</td> <td>Dallas Ferguson of Doerner, Saunders, Daniel & Anderson; John Munkasey</td> <td>John Swinford, Roland Tague</td> </tr> <tr> <td>GMAC Commercial Mortgage v. Independence Owner, LLC, Receiver</td> <td>Jim Kaufman of Groom Hammond and Irv Belzer of Bryan Cave</td> <td>Steve Soloman and Jim Stuart</td> </tr> <tr> <td>Meridith Brown, Midpoint Construction Company, et al., Chapter 11 Trustee</td> <td>Janice Loyd, Glen Gates Taylor, Bobbie Bayless</td> <td>Mike Kirschner, Crowe & Dunlevy, Doug Gould, Ken Spears and Ken Jones</td> </tr> <tr> <td>Quantum Construction Technologies, Inc., CRO</td> <td>Leonard Pataki of Doerner Saunders Daniel & Anderson</td> <td>Neal Tomlins for Bank of Oklahoma and SBA</td> </tr> <tr> <td>Morningstar Provisions vs. Sams Management Group, Investigator</td> <td>J. Chris Harris</td> <td>George Rhodes</td> </tr> <tr> <td>Quality Baking Company, Consultant</td> <td>Tom Ennis of Fellers, Snider, Blankenship, Bailey & Tippens</td> <td>Mike Rubenstein of McKinney & Stringer</td> </tr> <tr> <td>Martin Drilling Company, Chapter 11, Trustee</td> <td>L. Win Holbrook</td> <td>Charles Wetzel, Larry Ball, Mike Bigheart</td> </tr> <tr> <td>Janice Loyd, Trustee for B&B Worm Farms, Inc. successor to B&B Worm Farms, Consultant</td> <td>Crowe & Dunlevy, Larry Ball</td> <td>Oklahoma Department of Securities, Tom Blalock, John Swinford</td> </tr> <tr> <td>Shiva Hotel Properties, Receiver</td> <td>Randall Vaughn of Pray Walker Williamson</td> <td>Mike Patel Pro Se, Stan Carroll, Bob Edmonson, Mark Thurston</td> </tr> <tr> <td>Enogex & OGE Energy v. John C. Thrash, John F. Thrash and Robert R. Voorhees, Expert Witness</td> <td>Robin Fields, Joe Hampton, of Ryan, Whaley, Coldiron & Shandy</td> <td>Gary Bryant and Matt Thompson of Mock, Schwabe, Waldo, Reeves, Elder & Bryant</td> </tr> <tr> <td>Vitek Trucking, Chapter 11, CRO</td> <td>Larry Ball</td> <td>Various secured truck financing companies</td> </tr> </table> <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>ATI Sales and Service, Receiver</td> <td>None</td> <td>Jim Conrady, Larry Ball, Kevin Blaney</td> </tr> <tr> <td>Acker Industries Chapter 11, CRO</td> <td>Doneen Jones, Paul Dudman of Fellers, Snider et al.</td> <td>Mike Rubenstein, Brent Mills, Rob Abernathy, McAfee & Taft</td> </tr> <tr> <td>William R. Austin Creditors Trust, Chapter 11 Trustee</td> <td>Gary Hammond, Jeff Tate, Mike Rubenstein, Tim Kline, Jim Stuart</td> <td>Jim Conrady, Cliff Gooding, Charles Lassiter</td> </tr> <tr> <td>Quality Inn and Mostellar Associates, Quasi-Receiver</td> <td>Mike Rubenstein, Rob Abernathy</td> <td>Ed Lynn pro se</td> </tr> <tr> <td>Lone Wolf Energy and ZNEX, Observer</td> <td>Mark Stonecipher, Mike Ford of Fellers Snider et al.</td> <td>Mike Dunn</td> </tr> <tr> <td>McGhee Oil and Gas Exploration, Consultant to the Receiver</td> <td>Larry Ball of Spradling, Alpern & Gum, Jim Cox, Fred Buxton of Hall, Estill et al.</td> <td>Dale Cottingham</td> </tr> <tr> <td>Chisholm Resources, Chapter 11 Trustee</td> <td>Jerry Sepkowitz, of Derryberry, Quigley</td> <td>Steven Bugg, David Stephens, John Hodgden</td> </tr> <tr> <td>RRepair Kar, Inc., Chapter 11 Trustee</td> <td>Sam Bratton, of Doerner, Saunders, Daniel and Anderson</td> <td>Doneen Jones, Steven Kobos, Pete Stamper, Okla. Industrial Development Authority</td> </tr> <tr> <td>Tulsa Truck Marketing, Inc., Consultant</td> <td>Steve Stetcher, of Moyer, Martin, Santee et al., Todd Henshaw</td> <td>Bank of America, Joel Harmon of Day, Edwards, et al.</td> </tr> <tr> <td>Bristol Resources, Consultant</td> <td>Joe Friedman of Kane, Russell, Coleman & Logan</td> <td>Neal Tomlins, Winstead Sechrest & Minick, Verner, Lippert et al</td> </tr> <tr> <td>Texas Marine Supply Ltd., Liquidating Agent</td> <td>Floyd, Isgar, Rios & Wahrlich</td> <td>Mike Neel, Mike Derrschmidt</td> </tr> <tr> <td>Family Fun Center, Inc. James Hardwick, Receiver</td> <td>Brian Walkley</td> <td>Stan Ward</td> </tr> <tr> <td>Progressive Health Care, Tom Graves, Receiver</td> <td>McKinney Stringer et al, David Pomeroy, Vicki Allen</td> <td>Conner Winters</td> </tr> <tr> <td>Surrey Hills Eagle’s Nest Chapter 11, Consultant to the Trustee</td> <td>Fellers, Snider, Blankenship, Bailey & Tippens</td> <td>Charles Fagin, Doug Gould, Jim Vogt, Howard Schmidt</td> </tr> <tr> <td>Sales & Equipment Company, Chapter 11 Trustee</td> <td>McKinney Stringer et al.</td> <td>Hartzog, Conger, and Cason</td> </tr> <tr> <td>Barrett Refining Company Chapter 11, Liquidating Agent</td> <td>Kline & Kline, Scott Sublett,</td> <td>Crowe & Dunlevy</td> </tr> <tr> <td>Magnolia Gas Corporation, MKP Production, Magnolia Gas Transmission Chapter 11, Expert Witness</td> <td>Crowe & Dunlevy, Brian Peterson of Elias, Books, Brown</td> <td>Bill Wallander of Winstead Sechrest, Chris Redmond, Steve Bugg</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 24 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Stephens Property Company vs. Fleet National Bank, assist Expert Witness</td> <td>Fellers, Snider, Blankenship, Bailey & Tippens</td> <td>Linn & Neville</td> </tr> <tr> <td>Duke vs. Apache, Expert Witness</td> <td>Clemons, Pate & Wolfe</td> <td>Apache Petroleum</td> </tr> <tr> <td>Greghol vs. Oryx, Expert Witness</td> <td>Clemons, Pate & Wolfe</td> <td>Kerr McGee Petroleum, Jim Peters, Sara Stuar</td> </tr> <tr> <td>Choiler Inc. vs. Panhandle Eastern Gas Company, Fact Witness</td> <td>Michael Blaschke</td> <td>McKinney & Stringer</td> </tr> <tr> <td>Securities Regulatory Professionals, Cheryl K. Young and Michaela Myers, Consultant</td> <td>Crowe & Dunlevy</td> <td>Fellers, Snider, Blankenship, Bailey & Tippens</td> </tr> <tr> <td>Valhalla Energy vs. Samson Petroleum, Class Representative</td> <td>Clemons, Pate & Wolfe</td> <td>Kirk & Chaney</td> </tr> <tr> <td>Guthrie Corporation, Chapter 11 Trustee</td> <td>Fellers, Snider, Blankenship, Bailey & Tippens</td> <td>Kent Frates, David Pomeroy, McAfee & Taft</td> </tr> <tr> <td>Consolidated Grain and Barge vs. John C. Pearson, Fact Witness</td> <td>Judy Morse and Roger Stong of Crowe & Dunlevy</td> <td>Kent Frates</td> </tr> <tr> <td>Cox Cable & Multimedia Cable, Expert Witness</td> <td>Thomas, Gould, Nix & McIntyre, Clemens, Pate & Wolfe</td> <td>Crowe & Dunlevy, McKinney & Stringer</td> </tr> <tr> <td>Bank of America v. Cudd Petroleum, Consultant</td> <td>Day, Edwards, Federman, et Al.</td> <td>Doug Gould</td> </tr> <tr> <td>Dyco Petroleum Corporation vs. Mesa Operating Co. and Hillin-Simon Oil Company vs. Samson Resources Co., Expert Witness</td> <td>Corbyn and Hampton</td> <td>Hall, Estill, et. al. and Pesold, Richey, Caruso & Barker</td> </tr> <tr> <td>B&K Marine. Attorney in Fact for DIP</td> <td>Fuller Tubb & Pomeroy</td> <td>Mock Schwabe et al.; Crowe & Dunlevy</td> </tr> <tr> <td>Oklahoma Residential Associates in re. J.W. Swink et al., Expert Witness</td> <td>McAfee & Taft, Burns Hargis and Ross Plourde</td> <td>Crowe & Dunlevy</td> </tr> <tr> <td>Keller Williams Furniture Manufacturing Company, Attorney in fact for DIP</td> <td>Fuller Tubb & Pomeroy</td> <td>FDIC</td> </tr> <tr> <td>Jones & Pellow Oil Co. in re. Cade Trustee</td> <td>Kirk and Chaney</td> <td>Mock, Schwabe et al.</td> </tr> <tr> <td>Liberty National Bank in re. Bricar Financial, Consultant assisting Expert Witness</td> <td>Crowe & Dunlevy</td> <td>Edwards, Saunders, Propester and other firms</td> </tr> <tr> <td>Apple Village, Apartment Complex, Expert Witness</td> <td>Burns Hargis and Ross Plourde of Hartzog, Conger, Cason</td> <td>Fellers, Snider et al.</td> </tr> </table> C. David Rhoades Curriculum Vitae List of Cases 25 of 26 <table> <tr> <th>Client/Case</th> <th>Counsel or Counsel for Plaintiff</th> <th>Opposing Counsel/Defense</th> </tr> <tr> <td>Intersource, Receiver</td> <td>Ross Plourde</td> <td>David Newsome</td> </tr> <tr> <td>Life of Georgia in re. Physicians & Surgeons Building, Expert Witness</td> <td>Judy Morse of Crowe & Dunlevy</td> <td>Hartzog, Conger, Cason</td> </tr> <tr> <td>Creditors of Robinson Brothers Drilling vs. Bankruptcy Trustee, Expert Witness</td> <td>Dougherty, Bradford, et al., Fellers, Snider, and other firms</td> <td>Gary Morrissey</td> </tr> <tr> <td>In re. Transcare, Consultant</td> <td>D. Benham Kirk</td> <td>Charles Underwood</td> </tr> <tr> <td>Liberty National Bank in re. Morrison Paper, Expert Witness</td> <td>Crowe & Dunlevy</td> <td>Hastie, Kirschner</td> </tr> <tr> <td>Bobbie Bayless trustee in re. F. Dale Crabtree, Expert Witness</td> <td>Crowe & Dunlevy</td> <td>McClelland, Collins et al., now Bellingham, Collins & Loyd</td> </tr> <tr> <td>The Campbell Group in re. F. Dale Crabtree, Expert Witness</td> <td>Crowe & Dunlevy</td> <td>Bill Rogers</td> </tr> </table>