First United Bank and Trust Company v. St. Clair Holdings, LLC; Jeff B. St. Clair, a/k/a Jeff St. Clair; Kristina St. Clair; Jeff B. St. Clair Trust, Dated March 29, 2002

IN THE DISTRICT COURT IN AND FOR CARTER COUNTY STATE OF OKLAHOMA FIRST UNITED BANK AND TRUST COMPANY, Plaintiff, vs. ST. CLAIR HOLDINGS, LLC; JEFF B. ST. CLAIR, A/K/A JEFF ST. CLAIR; KRISTINA ST. CLAIR; JEFF B. ST. CLAIR TRUST, Dated March 29, 2002; BANCFIRST, MICHAEL D. TIPPS; STATE OF OKLAHOMA, ex rel OKLAHOMA TAX COMMISSION; OKLAHOMA EMPLOYMENT SECURITY COMMISSION; UNITED STATES OF AMERICA, ex rel INTERNAL REVENUE SERVICE; CORPORATION SERVICE COMPANY, as Representative; US FOODS, INC. UNKNOWN TENANTS; THE COUNTY TREASURER OF CARTER COUNTY, STATE OF OKLAHOMA; AND THE BOARD OF COUNTY COMMISSIONERS OF CARTER COUNTY, STATE OF OKLAHOMA, Defendants. PETITION COMES NOW, the plaintiff above named, First United Bank and Trust Company, hereinafter "FUB", and for its cause of action against the defendants above named, St. Clair Holdings, LLC, hereinafter referred to as "St. Clair Holdings"; Jeff B. St. Clair, a/k/a Jeff St. Clair, hereinafter referred to as "Jeff St. Clair"; Kristina St. Clair; Jeff B. St. Clair Trust, dated March 29, 2002, hereinafter referred to as "St. Clair Trust"; BancFirst; Michael D. Tipps; The State of Oklahoma, ex rel the Oklahoma Tax Commission; Oklahoma Employment Security Commission; United States of America, ex rel Internal Revenue Service; Corporation Service Company, as representative, US Foods, Inc.; Unknown Tenants; The County Treasurer of Carter County, State of Oklahoma, and The Board of County Commissioners of Carter County, State of Oklahoma, sets forth the following, to-wit: 1. St. Clair Holdings executed a U.S. Small Business Administration Note in favor of FUB dated July 24, 2020 for the principal sum of $1,031,200.00 being SBA Loan No. ***8870-10 a/k/a FUB Loan No. ***9713, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference. 2. The St. Clair Holdings executed a Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents in favor of FUB to secure the satisfaction of the Promissory Note attached hereto as Exhibit “A” dated July 24, 2020, and recorded in Book 6909 at Page 50 on July 28, 2020, in the office of the County Clerk of Carter County. Said Mortgage is attached hereto as Exhibit “B” and incorporated herein by reference and covers the following described subject property: The South 107 feet of Lot Seventeen (17), Block Three Hundred Twenty-Six (326), in the City of Ardmore, Carter County, Oklahoma, according to the recorded plat thereof, more particularly described as follows: Beginning at the Southwest corner of said Lot 17, Block 326; thence N0°10'46"W along the West Block line 107.00 feet; thence N88°32'01"E along a line parrallel with the North line of Lot 17, a distance of 50.5 feet; thence S0°27'05"E, 107.82 feet to a point on the South Block line; thence S89°27'47"W along the South Block line 51.00 feet to the point of beginning. This Real Property or its address is commonly known as: 127 West Main Street Ardmore, OK 73401 3. St. Clair Holdings executed an Assignment of Leases and Rents in favor of FUB to secure the satisfaction of the Promissory Note attached hereto as Exhibit “A” dated July 24, 2020, and recorded in Book 6909 at Page 88 on July 28, 2020, in the office of the County Clerk of Carter County, State of Oklahoma. Said Assignment of Leases and Rents is attached hereto as Exhibit “C” and incorporated herein by reference and covers the above described subject property. 4. St. Clair Holdings further executed three Security Agreements in favor of FUB, each dated July 24, 2020, to secure the satisfaction of the heretofore described Promissory Note, which said Security Agreements are attached hereto as Exhibits “D1”, “D2” and “D3” and incorporated herein by reference. Pursuant to the terms and conditions of the heretofore described Security Agreements, St. Clair Holdings pledged as collateral the following described personal property for the satisfaction of the heretofore Promissory Note, to-wit: All inventory, now existing or after acquired; All equipment, now existing or after acquired; and All accounts. 5. The personal property described above, which was pledged as collateral for satisfaction of the heretofore described Promissory Note has a fair market value not to exceed $99,250.00. 6. FUB has perfected its security interest in and to the heretofore described collateral by filing UCC-1/Financing Statements with the County Clerk of Oklahoma County, State of Oklahoma, copies of which are attached hereto as Exhibit “E1”, “E2” and “E3” and incorporated herein by reference. 7. The co-defendants, Jeff B. St. Clair, a/k/a Jeff St. Clair, Kristina St. Clair, and Jeff B. St. Clair Trust executed Commercial Guaranty Agreements pursuant to which said co-defendants absolutely and unconditionally guaranteed the full and punctual payment and satisfaction of the indebtedness of the Maker. Copies of the Commercial Guaranty Agreements are attached hereto as Exhibits “F1” “F2” and “F3” and are incorporated herein by reference. 8. The co-defendant, Jeff B. St. Clair Trust, dated March 29, 2002, contemporaneously with the execution of the Commercial Guaranty Agreement referenced herein and as part a parcel to the Promissory Note referenced herein, executed a Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents in favor of FUB to secure the satisfaction of the Promissory Note attached hereto as Exhibit “A” dated July 24, 2020, and recorded in Book 6909 at Page 69 on July 28, 2020, in the office of the County Clerk of Carter County. Said Mortgage is attached hereto as Exhibit “G” and incorporated herein by reference and covers the following described subject property: The South 21 Feet of Lot Five (5) and the North 74 feet of Lot Six (6), Block Two (2), Amended Horne Subdivision, Carter County, Oklahoma according to the recorded plat thereof. This Real Property or its address is commonly known as: 821 Virginia Lane, Ardmore, OK 73401 9. The co-defendants, St. Clair Holdings, Jeff B. St. Clair, a/k/a Jeff St. Clair, Kristina St. Clair, and Jeff B. St. Clair Trust executed a Modification Agreement dated February 27, 2021 in favor of FUB pursuant to which the loan amount of the heretofore described Promissory Note was amended and increased to the principal sum of $1,231,200.00 and adding Jeff B. St. Clair and Kristina St. Clair as pledgors to said Promissory Note. Said Modification Agreement is attached hereto as Exhibit “H1” and incorporated herein by reference 10. Contemporaneously with the execution of the Modification Agreement referenced herein and as part a parcel to the Modification Agreement, Jeff B. St. Clair, a/k/a Jeff St. Clair, and Kristina St. Clair, husband and wife, executed a Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents in favor of FUB dated February 27, 2021, and recorded in Book 7011 at Page 119 on March 19, 2021, in the office of the County Clerk of Carter County. Said Mortgage is attached hereto as Exhibit “I” and incorporated herein by reference and covers the following described subject property: Lot Twenty-six (26), Block Five (5), Crossroads Addition No. 3 to Ardmore, Carter County, Oklahoma, according to the recorded plat thereof. This Real Property or its address is commonly known as: 2511 Westwood Ct., Ardmore, OK 73401 11. St. Clair Holdings, Jeff B. St. Clair, a/k/a Jeff St. Clair, Kristina St. Clair, and Jeff B. St. Clair Trust, executed a series of Modifications of Promissory Note the last being dated July 1, 2025. Said Modifications of Promissory Note are attached hereto as Exhibits “H1” through “H6.” 12. The real property described above remains subject to the heretofore described Promissory Note, Commercial Mortgages, Security Agreements, Financing Statement and Assignment of Rents, Assignment of Leases and Rents, Security Agreements, Commercial Guaranties, and Modifications of Promissory Note for the reason that same have not been satisfied and released. 13. The plaintiff remains the owner and holder of the heretofore described Promissory Note, Commercial Mortgages, Security Agreements, Financing Statement and Assignment of Rents, Assignment of Leases and Rents, Security Agreements, Commercial Guaranties and Modifications of Promissory Note. The Commercial Mortgages, Security Agreements, Financing Statement and Assignment of Rents, Assignment of Leases and Rents, and Security Agreements heretofore described executed in favor of the plaintiff are first and prior liens and mortgages against the above described real and personal property. 14. The personal property above described has not been taken in execution on any order or judgment against said plaintiff or for the payment of any tax, fine or amercement assessed against it, or by virtue of an order of delivery issued under the Oklahoma Statutes, or any other mesne or final process entered against said plaintiff. 15. The Promissory Note, Commercial Mortgages, Security Agreements, Financing Statements and Assignment of Rents, Assignment of Leases and Rents, Security Agreements and Modifications of Promissory Note are in default pursuant to the terms and conditions thereof, including, but not limited to, failure of the St. Clair Holdings to satisfy the payments due and owing thereon under the terms and conditions thereof, when due. There is due and owing under the terms and conditions of the Promissory Note attached hereto as Exhibit “A”, as of November 18, 2025, the sum of $1,354,590.56, plus interest accrued and accruing at the contractual rate. The plaintiff therefore seeks a judgment against the St. Clair Holdings for said sum in the amount of $1,354,590.56, as of November 18, 2025, plus interest accruing thereafter and further seeks judgment against the co-defendants, Jeff B. St. Clair, a/k/a Jeff St. Clair, Kristina St. Clair, and Jeff B. St. Clair Trust, by virtue of the Guaranties described herein in the sum of $1,354,590.56, as of November 18, 2025, plus interest accrued and accruing at the contractual rate, and for a further order for pre-judgment and post-judgment delivery, awarding to the plaintiff an order granting immediate possession of the above described personal property. 16. The plaintiff would show that the co-defendants, The County Treasurer of Carter County, State of Oklahoma, and The Board of County Commissioners of Carter, State of Oklahoma, may claim a lien against the above described subject property for unpaid ad valorem taxes, and the plaintiff would show that said co-defendants should be required to set forth any right, title or interest which they may claim in and to the above described subject property, or be forever barred. 17. The plaintiff would show that the co-defendant, State of Oklahoma, ex rel Oklahoma Tax Commission, may claim an interest in and to the subject property by virtue of Tax Warrant Nos. 675457024, 1951836160, 1303185408, 48318464, 667283456, 1055918080, 83226624, 2026696704, 952954880, 1796468763, 1699907584, 740421632, 1277292544, 1394733056, 619147264, 1692889088, 1156018176 recorded with the County Clerk of Carter County, State of Oklahoma, and the Plaintiff would show that said Co-Defendant should be required to set forth any right, title, interest or claim which it may have in and to the Subject Property, or be forever barred. 18. The plaintiff would show that the co-defendant, The Oklahoma Employment Security Commission, may claim an interest in and to the subject property by virtue of Oklahoma Unemployment Compensation Warrant No. 000054-23 recorded with the County Clerk of Carter County, State of Oklahoma, and the Plaintiff would show that said Co-Defendant should be required to set forth any right, title, interest or claim which it may have in and to the Subject Property, or be forever barred. 19. The plaintiff would show that the co-defendant, BancFirst may claim a lien against the above below described subject property by virtue of a Mortgage dated August 24, 2015, recorded in Book 6125 at page 294 in the office of the Carter County Clerk and the plaintiff would show that said co-defendant should be required to set forth any right, title or interest which they may claim in and to the below described subject property, or be forever barred, said subject property being described as follows: Lot Twenty-six (26), Block Five (5), Crossroads Addition No. 3 to Ardmore, Carter County, Oklahoma, according to the recorded plat thereof. This Real Property or its address is commonly known as: 2511 Westwood Ct., Ardmore, OK 73401 20. The plaintiff would show that the co-defendant, Michael D. Tipps, may claim an interest in and to the subject property by virtue of a Mortgage dated March 10, 2023, and recorded in Book 7348 at page 50 on February 17, 2023 in the office of the Carter County Clerk, which is junior and inferior to the lien and mortgage of FUB, and the plaintiff would show that co-defendant, Michael D. Tipps, should be required to set forth any right, title or interest which he may claim in and to the above described subject property or be forever barred. 21. The plaintiff would show that the co-defendant, US Foods, Inc., may claim an interest in and to the subject property by virtue of a Statement of Judgment recorded in Book 7743 at page 123 on August 6, 2025, with the County Clerk of Carter County, State of Oklahoma, which is junior and inferior to the lien and mortgage of FUB, and the plaintiff would show that co-defendant, US Foods, Inc., should be required to set forth any right, title, interest or claim it may have in and to the subject property, or be forever barred. 22. The plaintiff would show that the co-defendant, United States of America, ex rel, Internal Revenue Service, may claim an interest in and to the herein described personal property by virtue of Notice of Federal Tax Lien recorded with the County Clerk of Oklahoma County, State of Oklahoma, January 12, 2026 and also recorded with the Carter Couty Clerk on January 12, 2026 in Book 7826 at page 303, and the plaintiff would show that said co-defendant should be required to set forth any right, title, interest or claim which it may have in and to the Subject Property, or be forever barred. 23. The plaintiff would show that the co-defendant, Corporation Service Company, as representative, may claim an interest in and to the herein described personal property by virtue of UCC Financing Statements, recorded with the County Clerk of Oklahoma County, State of Oklahoma, on May 27, 2022 and December 15, 2022 and the plaintiff would show that said co-defendant should be required to set forth any right, title, interest or claim which it may have in and to the herein described personal property, or be forever barred. 24. The Unknown Tenants of the property which is the subject of this cause of action will take notice that there is an action to foreclose a mortgage or mortgages against the property which is described above, and is the subject of this action, and the plaintiff seeks a judgment against the Makers and an order of foreclosure against the subject property, ordering that all mortgages be foreclosed and the subject property be appraised and sold at sheriff's sale. THE UNKNOWN TENANTS WILL TAKE NOTICE that in the case that the plaintiff is the prevailing party and the subject property is ultimately sold at sheriff's sale, that the Unknown Tenants will be evicted, and therefore, the Unknown Tenants are hereby given 90 day notice of the termination of any rental or lease agreement with the Makers, in the case that the plaintiff is the prevailing party herein, and the subject property is sold at sheriff's sale. 25. The plaintiff would show that in accordance with the Fair Debt Collection Practices Act, unless the consumer, within thirty days after the receipt of this notice, disputes the validity of any portion of the indebtedness, the indebtedness will be assumed valid. If said consumer notifies the undersigned attorney for plaintiff in writing, within said thirty day period, that any portion of the indebtedness is disputed, said attorney will obtain a verification of the indebtedness, and/or judgment, and a copy of said verification will be mailed to said consumer by the undersigned attorneys for plaintiff. The undersigned attorney for plaintiff will provide the name and address of the original creditor, which is not different from the plaintiff, upon a written request by the consumer within the thirty day period. This is an attempt to collect a debt, and any information obtained will be used for that purpose. WHEREFORE, premises considered, the plaintiff seeks judgment against the defendant, St. Clair Holdings, LLC, for the sum of $1,354,590.56, as of November 18, 2025, plus interest accruing at the contractual rate, until judgment, interest accruing thereafter, costs and attorney fees and further seeks a judgment as against the co-defendants, Jeff B. St. Clair, a/k/a Jeff St. Clair, Kristina St. Clair, and Jeff B. St. Clair Trust, by virtue of the above described Guaranties, for the sum of $1,354,590.56, as of November 18, 2025, plus interest accruing at the contractual rate, until judgment, interest accruing thereafter, costs and attorney fees, and the plaintiff further moves the Court to enter an order that the plaintiff has a first and prior lien and mortgage against the above described real and personal property. The plaintiff further moves the Court for an order and judgment foreclosing the mortgage upon the above described subject real property, and to enter an order granting to it pre-judgment and post-judgment replevin of the personal property and adjudicating the rights, if any, of all parties named as defendants herein, in and to the subject property, and further ordering that the mortgaged premises, including the personal property located thereon, be sold, and the proceeds derived therefrom be applied towards the judgment sought by the plaintiff, and the judgment rendered, pursuant to the laws of the State of Oklahoma, and further ordering that said sale be advertised, with a final execution, with appraisement or without appraisement, as the plaintiff may elect. The plaintiff further moves the Court to award to it such other and further relief as this Court may deem just and equitable. MORDY, MORDY, PFREHM & WILSON, P.C. By: MIKE MORDY, OBA #6372 CARRIE PFREHM, OBA #22274 BRADLEY WILSON, OBA #22771 CONNER DUNN, OBA#35102 110 West Main Street P. O. Box 457 Ardmore, Oklahoma 73402 (580) 223-4384 Attorneys for Plaintiff FIRST UNITED BANK AND TRUST COMPANY <table> <tr> <th>SBA Loan #</th> <td>70-10</td> </tr> <tr> <th>SBA Loan Name</th> <td>Sunset Grill</td> </tr> <tr> <th>Date</th> <td>07/24/2020</td> </tr> <tr> <th>Loan Amount</th> <td>$1,031,200</td> </tr> <tr> <th>Interest Rate</th> <td>WSJP +</td> </tr> <tr> <th>Borrower</th> <td>St. Clair Holdings, LLC</td> </tr> <tr> <th>Operating Company</th> <td>N/A</td> </tr> <tr> <th>Lender</th> <td>First United Bank and Trust Company</td> </tr> </table> 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount of One Million, Thirty-One Thousand, Two Hundred and 00/100 Dollars, interest on the unpaid principal balance, and all other amounts required by this Note. 2. DEFINITIONS: "Collateral" means any property taken as security for payment of this Note or any guarantee of this Note. "Guarantor" means each person or entity that signs a guarantee of payment of this Note. "Loan" means the loan evidenced by this Note. "Loan Documents" means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral. "SBA" means the Small Business Administration, an Agency of the United States of America. 3. PAYMENT TERMS: Borrower must make all payments at the place Lender designates. The payment terms for this Note are: Maturity: This Note will mature in 20 years from date of Note. Repayment Terms: The interest rate on this Note will fluctuate. The initial interest rate is 6.25% per year. This initial rate is the Prime Rate in effect on the first business day of the month in which SBA received the loan application, plus 1.50%. The initial interest rate must remain in effect until the first change period begins unless changed in accordance with SOP 50 10. Borrower must pay a total of 6 payments of interest only on the disbursed principal balance beginning one month from the month this Note is dated and every month thereafter; payments must be made on the fifth calendar day in the months they are due. Borrower must pay principal and interest payments of $7,634.84 every month, beginning seven months from the month this Note is dated; payments must be made on the fifth calendar day in the months they are due. Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. The interest rate will be adjusted every 3 years (the "change period") beginning 08/01/2023 (date of first rate adjustment). The "Prime Rate" is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or the first day of the month in which any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up. The adjusted interest rate will be 1.50% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change. The interest rate identified in the Note may not be changed during the life of the Loan unless changed in accordance with SOP 50 10. The interest rate adjustment period may only be changed in accordance with SOP 50 10. Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of the note. If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate becomes fixed at the rate in effect at the time of purchase. Loan Prepayment: Notwithstanding any provision in this Note to the contrary: Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must: a. Give Lender written notice; b. Pay all accrued interest; and c. If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days' interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above. If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice. Subsidy Recoupment Fee. When in any one of the first three years following the date of first disbursement Borrower voluntarily prepays more than 25% of the outstanding principal balance of the loan, Borrower must pay to Lender on behalf of SBA a prepayment fee for that year as follows: a. During the first year after the date of first disbursement, 5% of the total prepayment amount; b. During the second year after the date of first disbursement, 3% of the total prepayment amount; and c. During the third year after the date of first disbursement, 1% of the total prepayment amount. All remaining principal and accrued interest is due and payable 20 years from date of Note. Late Charge: If a payment on this Note is more than 10 days late, Lender may charge Borrower a late fee of up to 5.00% of the unpaid portion of the regularly scheduled payment. 4. DEFAULT: Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company: A. Fails to do anything required by this Note and other Loan Documents; B. Defaults on any other loan with Lender; C. Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds; D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA; E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA; F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note; G. Fails to pay any taxes when due; H. Becomes the subject of a proceeding under any bankruptcy or insolvency law; I. Has a receiver or liquidator appointed for any part of their business or property; J. Makes an assignment for the benefit of creditors; K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note; L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note. 5. LENDER’S RIGHTS IF THERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, Lender may: A. Require immediate payment of all amounts owing under this Note; B. Collect all amounts owing from any Borrower or Guarantor; C. File suit and obtain judgment; D. Take possession of any Collateral; or E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement. 6. LENDER’S GENERAL POWERS: Without notice and without Borrower’s consent, Lender may: A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses; B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance; C. Release anyone obligated to pay this Note; D. Compromise, release, renew, extend or substitute any of the Collateral; and E. Take any action necessary to protect the Collateral or collect amounts owing on this Note. 7. WHEN FEDERAL LAW APPLIES: When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law. 8. SUCCESSORS AND ASSIGNS: Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns. 9. GENERAL PROVISIONS: A. All individuals and entities signing this Note are jointly and severally liable. B. Borrower waives all suretyship defenses. C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral. D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. F. If any part of this Note is unenforceable, all other parts remain in effect. G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale. 10. STATE-SPECIFIC PROVISIONS: N/A 11. BORROWER'S NAME(S) AND SIGNATURE(S): By signing below, each individual or entity becomes obligated under this Note as Borrower. ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company BY: Jeff St Clair DATE: 7-24-2020 JEFF B. ST. CLAIR, Manager COMMERCIAL MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE (ALSO CALLED THE "LENDER" HEREIN) TO TAKE THE MORTGAGED PROPERTY (ALSO CALLED THE "PROPERTY" HEREIN) AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON A DEFAULT BY THE MORTGAGOR (ALSO CALLED THE "BORROWER" HEREIN) UNDER THIS MORTGAGE. ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company 127 West Main Street Ardmore, Oklahoma 73401 (hereinafter called "Borrower") FIRST UNITED BANK AND TRUST COMPANY 1400 West Main Street Durant, Oklahoma 74701 (hereinafter called "Lender") This COMMERCIAL MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS (the "Mortgage") is made effective as of the 9-4-20 day of July, 2020, between the Borrower as mortgagor and Lender as mortgagee. DEFINITIONS. The following words shall have the following meanings when used in this Mortgage. Terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Oklahoma Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Construction Mortgage This is a construction mortgage. The proceeds of the loan evidenced by the Note will be disbursed by Lender pursuant to the Loan Agreement. The proceeds of the Note will be disbursed to Lender pursuant to the Loan Agreement. All advances and disbursements arising and accruing pursuant to the Loan Agreement from time-to-time, whether or not the total amount thereof may exceed the face amount of the Note, shall be secured hereby to the same extent as though advanced in full on even date herewith. Fixtures. The word "Fixtures" means all building material, machinery, apparatus, equipment, fittings, fixtures and personal property of every kind and nature whatsoever, now in, part of, affixed to, delivered to or used in connection with the buildings and improvements on the Real Property, or hereafter acquired by the Mortgagor and hereafter placed in, affixed to, delivered to or used in connection which such buildings and improvements or any buildings hereinafter constructed or placed upon the Real Property or any part thereof, including, but without limiting the generality of the foregoing, all engines, furnaces, boilers, stokers, pumps, heaters, tanks, dynamos, transformers, motors, generators, fans, blowers, vents, switchboards, electrical equipment, heating, plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning apparatus, water, gas and electrical fixtures, elevators, mail conveyors, escalators, drapes, carpets, shades, awnings, screens, radiators, partitions, ducts, shafts, pipes, conduits, lines and facilities of whatsoever nature for air, gas, water, steam, electricity, waste sewage and for other utilities, services and uses, compressors, vacuum cleaning systems, call systems, fire prevention and extinguishing apparatus, kitchen equipment, cafeteria equipment, all of which to the extent permitted by law are hereby understood and agreed to be part and parcel of the Real Property and improvements thereon and appropriated to the use and operation of the Real Property and said improvements, and whether affixed or annexed or not, shall for the purposes of this Mortgage be deemed constructively to be real estate and conveyed hereby, excluding, however, readily movable trade fixtures not used or acquired for use in connection with the operation of any such building or any part thereof, readily movable office furniture, furnishings and equipment not so used or acquired for use, and consumable supplies, whether or not affixed or annexed, that have been or that may hereafter be placed in any building constructed upon the Real Property or any part thereof. Guarantor. The word "Guarantor" (individually and/or collectively, as the context may require) means those persons, firms or entities, if any, designated as Guarantor in the Related Documents. Guaranty. The word "Guaranty" (individually and/or collectively, as the context may require) means that or those instruments of guaranty, if any, now or hereafter in effect, from Guarantor to Lender guaranteeing the repayment of all or any part of the Indebtedness. Improvements. The word "Improvements" means and includes without limitation all existing and future improvements, fixtures, buildings, structures, mobile homes affixed on the Real Property, facilities, additions and other construction on the Real Property. Indebtedness. The word "Indebtedness" means: (a) the Note; (b) all principal and earned interest and other sums required to be paid pursuant to the Note, this Mortgage, and any other instruments related thereto; (c) all sums advanced or costs or expenses incurred by Lender (whether by Lender directly or on Lender's behalf by the Lender) which are made or incurred pursuant to or allowed by the terms of this instrument, plus interest thereon at the same rate as provided in the Note from the date paid until reimbursed; (d) other and additional notes, debts, obligations, and liabilities of any kind and character of Borrower, now or hereafter existing in favor of Lender regardless of whether such notes, debts, obligations, and liabilities be direct or indirect, primary or secondary, joint, several or joint and several, fixed or contingent and regardless of whether such present or future notes, debts, obligations, and liabilities may, prior to their acquisition by Lender, be or have been payable to or be or have been in favor of some other person or have been acquired by Lender in a transaction with one other than Lender, together with any and all renewals and extensions of such notes, debts, obligations, and liabilities, or any part thereof; and (e) all renewals and extensions of the above whether or not Borrower executes any renewal or extension agreement. Mortgage. The words "Mortgage" mean this Mortgage among Borrower and Lender, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Note. The word "Note" means the note dated of even date herewith, in the principal amount of One Million Thirty-One Thousand Two Hundred and 00/100 Dollars ($1,031,200.00), from Borrower to Lender, together with all renewals, extensions, modifications, refinancings, and substitutions for the Note. The Note will mature on July 24th, 2040. The principal amount of the Note attributable to this Mortgage for mortgage registration tax purposes is $1,031,200.00. Personal Property. The words "Personal Property" mean all equipment, and other articles of personal property now or hereafter owned by Borrower, and now or hereafter attached or affixed to the Real Property, and such other personal property as may be described in this Mortgage; together with all accessions, parts, additions to, replacements of, and substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property (also called the "Mortgaged Property"). Real Property. The real property located in Carter County, Oklahoma described in Exhibit "A" attached hereto and made a part hereof for all purposes, together with all tenements, hereditaments, rights and appurtenances now or hereafter belonging thereto, including, without limitation, any adjacent land or easements, rights or appurtenances acquired or created for the benefit of the Real Property after the date hereof SUBJECT TO all conditions, covenants, restrictions, reservations and easements that appear of record. The Real Property address is commonly known as 127 West Main Street, Ardmore, Oklahoma 73401. Related Documents. The words "Related Documents" mean and include without limitation all credit agreements, loan agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, bonuses, production payments, royalties, profits, and other benefits derived from the Property. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Borrower does hereby mortgage, pledge, grant, convey and assign to Lender, with power of sale, the Property to secure to Lender the payment of the Indebtedness and all amounts secured by this Mortgage as they become due and except as otherwise provided, Borrower shall strictly and in a timely manner, perform all of Borrower's obligations under the Indebtedness and this Mortgage. Borrower hereby absolutely assigns to Lender all of Borrower's right, title and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Borrower grants Lender a Uniform Commercial Code security interest in the Rents and the Personal Property. TO HAVE AND TO HOLD the Property unto the Lender, its successors and assigns, forever. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND BORROWER AGREES TO ITS TERMS. EXECUTED effective the ___24____ day of July, 2020. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company BY: ____________________________ JEFF B. ST. CLAIR, Manager STATE OF Oklahoma COUNTY OF Carter This instrument was acknowledged before me on this ___24th___ day of July, 2020, by JEFF B. ST. CLAIR, Manager of ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company, on behalf of said limited liability company. AFTER RECORDING RETURN TO: First United Bank and Trust Company Attention: Bridgette Silva 1517 Centre Place Drive, Suite 240 Denton, Texas 76205 PREPARED IN THE LAW OFFICE OF: William David Keese, P.C. 1400 West Main Street Durant, Oklahoma 74701 EXHIBIT "A" The South 107 feet of Lot Seventeen (17), Block Three Hundred Twenty Six (326), in the City of Ardmore, Carter County, Oklahoma, according to the recorded plat thereof, more particularly described as follows: Beginning at the Southwest corner of said Lot 17, Block 326; thence N0°10'46"W along the West Block line 107.00 feet; thence N88°32'01"E along a line parallel with the North line of Lot 17, a distance of 50.5 feet; thence S0°27'05"E, 107.82 feet to a point on the South Block line; thence S89°27'47"W along the South Block line 51.00 feet to the point of beginning. OFFICIAL COPY ASSIGNMENT OF LEASES AND RENTS ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company 127 West Main Street Ardmore, Oklahoma 73401 (hereafter called "Assignor") FIRST UNITED BANK AND TRUST COMPANY 1400 West Main Street Durant, Oklahoma 74701 (hereafter called "Assignee") WITNESSETH: ARTICLE 1 DEFINITIONS 1.1 DEFINITIONS: As used herein, the following terms shall have the following meanings: Event of Default: Any happening or occurrence described in Article 6. Fixtures: All building material, machinery, apparatus, equipment, fittings, fixtures and personal property of every kind and nature whatsoever, now in, part of, affixed to, delivered to or used in connection with the buildings and improvements on the Property, or hereafter acquired by the Assignor and hereafter placed in, affixed to, delivered to or used in connection which such buildings and improvements or any buildings hereinafter constructed or placed upon the Property or any part thereof, including, but without limiting the generality of the foregoing, all engines, furnaces, boilers, stokers, pumps, heaters, tanks, dynamos, transformers, motors, generators, fans, blowers, vents, switchboards, electrical equipment, heating, plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning apparatus, water, gas and electrical fixtures, elevators, mail conveyors, escalators, drapes, carpets, shades, awnings, screens, radiators, partitions, ducts, shafts, pipes, conduits, lines and facilities of whatsoever nature for air, gas, water, steam, electricity, waste sewage and for other utilities, services and uses, compressors, vacuum cleaning systems, call systems, fire prevention and extinguishing apparatus, kitchen equipment, cafeteria equipment, all of which to the extent permitted by law are hereby understood and agreed to be part and parcel of the Property and improvements thereon and appropriated to the use and operation of the Property and said improvements, and whether affixed or annexed or not, shall for the purposes of this Agreement be deemed constructively to be real estate and conveyed hereby, excluding, however, readily movable trade fixtures not used or acquired for use in connection with the operation of any such building or any part thereof, readily movable office furniture, furnishings and equipment not so used or acquired for use, and consumable supplies, whether or not affixed or annexed, that have been or that may hereafter be placed in any building constructed upon the Property or any part thereof. Guarantor (individually and/or collectively, as the context may require): Those persons, firms or entities, if any designated as Guarantor in the Loan Documents. Guaranty (individually and/or collectively, as the context may require): That or those instruments of guaranty, if any, now or hereafter in effect, from Guarantor to Assignee, guaranteeing the repayment of all or any part of the indebtedness or the satisfaction of, or continued compliance with, the Obligations, or both. Improvement: Any and all buildings, covered garages, utility sheds, workrooms, air conditioning towers, open parking areas, structures and other improvements, and any and all additions, alterations, betterments or appurtenances thereto, now or at any time hereafter situated, placed or constructed upon the Property or any part thereof. Indebtedness: (i) The principal of, interest on and all other amounts, payments and premiums due under or secured by the Note, the Mortgage, the Guaranty and any and all other documents now or hereafter executed by Assignor, Guarantor or any other person or party in connection with the loan evidenced by the Note; (ii) such additional sums, with interest thereon, as may hereafter be borrowed from Assignee, its successors or assigns, by the then record owner of the Property, when evidenced by a promissory note which, by its terms, is secured hereby (it being contemplated that such future indebtedness may be incurred); and (iii) any and all other indebtedness, obligations and liabilities of any kind of the Assignor to Assignee, now or hereafter existing, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to Assignee of the Assignor as a member of any partnership, joint venture, trust or other type of business association or other group, and whether incurred by Assignor as principal, surety, endorser, guarantor, accommodation party or otherwise. Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or oral, now or hereafter in effect) which grant a possessory interest in and to, or the right to use all or any portion of the Property, together with all security and other deposits made in connection therewith, and all other agreements, such as engineers' contracts, utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Property, save and except any and all leases, subleases or other agreements pursuant to which Assignor is granted a possessory interest in the Property. Lessee: The lessee or tenant under any of the Leases. Loan Documents: The Loan Agreement, the Note, the Mortgage, this Agreement, the Guaranty and any and all other documents now or hereafter executed by Assignor, Guarantor or any other person or party to evidence or secure the payment of the Indebtedness or the performance and discharge of the Obligations. Mortgage: The Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents, among Assignor, Assignee, and Greg Massey as Trustee, and includes without limitation all assignment and security interest provisions relating to the Personality and Rents. Note: The promissory note of even date herewith, executed by Assignor payable to the order of Assignee in the amount of One Million Thirty-One Thousand Two Hundred and 00/100 Dollars ($1,031,200.00), and any and all renewals, rearrangements, reinstatements, enlargements or extensions of such promissory note or of any promissory note or notes given therefor. Obligations: Any and all of the covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Assignor, Guarantor or other person or party to Assignee or others as set forth in the Note, the Mortgage, the Guaranty, the Leases and all other documents now or hereafter executed by Assignor, Guarantor or any other person or party in connection with the loan evidenced by the Note and in any deed, lease, sublease or other form of conveyance or any other agreement pursuant to which Assignor is granted a possessory interest in the Property. Personality: All equipment, and other articles of personal property now or hereafter owned by Assignor, and now or hereafter attached or affixed to the Property, and such other personal property as may be described in this Agreement; together with all accessions, parts, additions to, replacements of, and substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property: The real estate or interest therein described in Exhibit "A" attached hereto and incorporated herein by reference, all Fixtures and Improvements subjected thereon, and all rights, titles, interests and appurtenances thereto. (i) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest, if any, of Assignor in and to any streets, ways, alleys, strips or gores of land adjoining the Property or any part thereof; (ii) all betterments, improvements, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all revisions and remainders therein; (iii) all of Assignor's right, title and interest in and to any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any Governmental Authority [as defined in the Mortgage (as hereinafter EXECUTED this 24th day of July, 2020. ASSIGNOR: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company BY: [Signature] JEFF B. ST. CLAIR, Manager STATE OF Oklahoma COUNTY OF Carter This instrument was acknowledged before me on this 24th day of July, 2020, by JEFF B. ST. CLAIR, Manager of ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company, on behalf of said limited liability company. AFTER RECORDING RETURN TO: First United Bank and Trust Company Attention: Bridgette Silva 1517 Centre Place Drive, Suite 240 Denton, Texas 76205 PREPARED IN THE LAW OFFICE OF: William David Keese, P.C. 1400 West Main Street Durant, Oklahoma 74701 EXHIBIT "A" The South 107 feet of Lot Seventeen (17), Block Three Hundred Twenty Six (326), in the City of Ardmore, Carter County, Oklahoma, according to the recorded plat thereof, more particularly described as follows: Beginning at the Southwest corner of said Lot 17, Block 326; thence N0°10'46"W along the West Block line 107.00 feet; thence N88°32'01"E along a line parallel with the North line of Lot 17, a distance of 50.5 feet; thence S0°27'05"E, 107.82 feet to a point on the South Block line; thence S89°27'47"W along the South Block line 51.00 feet to the point of beginning. SECURITY AGREEMENT (INVENTORY) ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company 127 West Main Street Ardmore, Oklahoma 73401 (hereafter called "Borrower") FIRST UNITED BANK AND TRUST COMPANY 1400 West Main Street Durant, Oklahoma 74701 (hereafter called "Lender") The Lender and Borrower agree as follows: SECTION I. CREATION OF SECURITY INTEREST. In order to secure a promissory note of even date herewith in the original principal amount of $1,031,200.00 executed by Borrower and made payable to Lender and all other indebtedness and liabilities of all kinds of Borrower to Lender, including interest thereon, (whether evidenced by a promissory note or by other evidence of indebtedness, including overdrafts, whether created directly or acquired by Lender indirectly by assignment or otherwise, and whether now existing or hereafter arising, absolute or contingent, joint and/or several, due or to become due, primary or secondary, including obligations of performance, and all renewals, extensions and rearrangements thereof), whether or not in excess of any stated maximum amount, hereafter referred to as "Obligations," Borrower grants to Lender a security interest in all of Borrower's presently existing and hereafter arising or acquired "Inventory" which shall mean any and all goods, merchandise and other personal property, wheresoever located and whether or not in transit, now owned or hereafter acquired by Borrower which is or may at any time be held for sale or lease, furnished under any contract of service or held as raw materials, work in process, finished goods, supplies or material used or consumed in Borrower's business and all such property the sale or other disposition of which has given rise to Accounts and which has been returned to or repossessed or stopped in transit by Borrower or which is or might be used in connection with the manufacture, packing, shipping, advertising, selling or finishing of such goods, merchandise and other personal property, all returned or repossessed goods now, or at any time or times hereafter, in the possession or under the control of Borrower or Secured Party, and all documents of title or documents representing the same. In addition, this definition shall include the definition of "inventory" as that term is used in the Uniform Commercial Code of each state in which the Borrower's Inventory is located; and all accessions to, substitutions for and all replacements, products and proceeds of the foregoing, including, without limitation, proceeds of insurance policies insuring any of the foregoing; and all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of Borrower pertaining to any of the foregoing; all of which are hereafter referred to as "Collateral." Notwithstanding the above, this Security Agreement will not secure an obligation of Borrower covered by the Truth-in-Lending Act unless the document or disclosure statement that evidences such transaction by proper disclosure that the subject transaction is secured by this Security Agreement. Inventory shall include but not be limited to: SECTION II. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower Represents and Warrants To Lender That: (1) Borrower's inventory is owned solely by Borrower and is and shall be located within the State of Oklahoma at the address shown at the top of this page. (2) Borrower is duly organized and existing under the laws of the State of Oklahoma and is duly qualified and in good standing in every other State in which it is doing business; and the execution, delivery, and performance of this Agreement and the Obligations secured hereby are within Borrower's company powers, have been duly authorized, are not in contravention of law or the terms of Borrower's articles of organization, or of any indenture, agreement, or undertaking to which Borrower is a party or by which it is bound; (3) The office where Borrower keeps Borrower's records concerning accounts which are proceeds of Borrower's inventory is located within the State of Oklahoma; (4) Borrower's chief place of business is located within the State of Oklahoma if any of the Collateral consists of goods of a type which are normally used in more than one jurisdiction and which are classified as inventory by reason of their being leased by Borrower to others; (5) There is no lien, security interest or other encumbrance on any part of the Collateral covered by this Agreement at the time of execution of this Agreement, nor is there any financing statement on file in Borrower's name which purports to cover any part of the Collateral or any accounts or the proceeds of any of Borrower's assets; (6) All financial statements delivered to Lender at or prior to the execution of this Agreement, and all financial statements which may hereafter be delivered to Lender, fairly present the financial condition and the results of Borrower's operations at the times and for the periods therein stated, and since the latest date covered by the most recent financial statements delivered prior to the execution of this Agreement there has been no adverse change in the financial condition, the operations or any other status of Borrower; and (7) All information furnished or to be furnished Lender by or on behalf of Borrower in connection with the Obligations secured by this Agreement or the Collateral is (or will be at the time the same is furnished) complete and accurate in all material respects. SECTION III. COLLECTION PROCEDURES. (1) Unless Lender accelerates any or all of the Obligations upon an Event of Default in the manner hereafter provided, Borrower may possess and control the inventory (at Borrower's own risk of loss) and may use the inventory in any lawful manner not inconsistent with this Agreement and with the terms of insurance policies thereon; may sell the inventory in the ordinary course of Borrower's business; and may use and consume any raw materials or supplies the use or consumption of which is necessary in order to carry on Borrower's business. For this purpose, a sale in the ordinary course of Borrower's business does not include a transfer in partial or total satisfaction of a debt. (2) Borrower shall, as Lender's agent, receive all cash, checks, notes, drafts and other instruments (hereafter called "Payment Items") representing the proceeds of Borrower's inventory. Borrower shall, at Borrower's own expense, take all reasonable and appropriate steps when necessary to enforce collection of these Payment Items. (3) Immediately upon receipt, Borrower shall deposit all Payment Items in a special bank account. These Payment Items shall be deposited in the same form as received except for the addition of Borrower's endorsement or assignment where necessary to permit collection of the items, which endorsement or assignment Borrower agrees to give (and in this connection, Borrower waives presentment, demand, notice of dishonor, protest and all other notices related thereto), and in the event Borrower fails to do so, Lender will have the authority to endorse the Payment Items on Borrower's behalf. Borrower agrees that Borrower will not commingle any Payment Items with any of the Borrower's other funds or property but shall hold them separate and apart therefrom upon an express trust for Lender. (4) At any time requested by Lender and from time to time, Borrower shall deliver to Lender complete lists of inventory purchases, sales, returns, repossessions, inventory used or consumed in Borrower's business and closing inventory; a complete itemization of the cost and wholesale market value figures for all of the inventory; and any and all other data concerning Borrower's inventory, accounts, collections and other matters as Lender may specify. Further, if Lender so requests, Borrower, at Borrower's own expense, shall notify all Borrower's account debtors that their accounts have been assigned to Lender and are to be paid directly to Lender, and Borrower shall indicate on all invoices to such account debtor that the accounts are payable directly to Lender. If Lender so elects, Lender itself may, at Borrower's expense, notify all such account debtors that they are to make their payments directly to Lender. Lender is authorized to enforce the collection of these accounts by any appropriate means it deems necessary. SECTION IV. BORROWER'S AFFIRMATIVE COVENANTS. Borrower Covenants and Agrees That Borrower Shall: (1) Insure the Collateral with companies acceptable to Lender against such casualties and in such amounts as Lender requires. All insurance policies shall be written for the benefit of Borrower and Lender as their interests may appear (with Lender as loss payee), and such policies or original certificates evidencing the same shall be furnished to Lender. All policies of insurance shall provide the maximum prior written notice to Lender of cancellation which the insurance company will provide. Lender may apply any proceeds of such insurance which it may receive toward part or full satisfaction of any or all of the Obligations secured hereby, whether or not said Obligations are then due and owing, and Borrower hereby appoints Lender as its agent and attorney-in-fact to make, adjust and settle claims in connection with such insurance and to endorse any checks, drafts, or other orders for the payment of money which shall be received by either Lender or Borrower pursuant to any such insurance. (2) Pay promptly when due (unless they are being contested in good faith) all insurance premiums, taxes, assessments, costs and expenses necessary to preserve, protect, collect and maintain the Collateral; keep the Collateral free from other liens, security interests or other encumbrances; defend the Collateral if necessary against all claims and demands of all persons at any time claiming an interest therein adverse to Lender other than purchasers in the ordinary course of business; file all tax returns and pay all taxes when due and cause any liens for taxes to be properly released; and in the event of failure to do so, Borrower agrees that Lender may make expenditures for any or all such purposes (but is not obligated to do so), and the amount so expended together with interest thereon at the highest lawful rate which may be charged of Borrower by Lender under applicable law shall constitute one of Borrower's Obligations to Lender secured by the security interest granted in Section I above and any such expenditure by Lender will be repayable by Borrower on demand. Borrower hereby appoints Lender Borrower's attorney-in-fact to enable Lender to act for Borrower in fulfilling all Borrower's responsibilities and exercising all of Borrower's rights under this Agreement for the purpose of preserving and protecting the Collateral and Lender's security interest therein; (3) Maintain at all times complete and accurate books and records pertaining to the Collateral. Immediately upon the execution of this Agreement, Borrower shall mark all books and records with an entry showing the absolute assignment to Lender of all accounts which are proceeds of Borrower's inventory, and Lender is hereby given the right and privilege of auditing and inspecting the books and records of Borrower relating to the Collateral and inspecting the Collateral and Borrower's business locations and operations and any premises where any of the inventory is located at any reasonable times Lender deems proper; (4) Maintain and preserve the Collateral in good order and condition (at Borrower's own risk of loss) by making all necessary repairs, keeping it from being wasted, deteriorated, lost or destroyed, and preventing it from being in violation of any statute or ordinance; (5) Without hindrance or delay, furnish reports, data and financial statements, including audits by independent public accountants, in respect of Borrower's business and financial conditions, as Lender may reasonably require: (6) Join with Lender in executing a financing statement, notice, affidavit, or any similar instruments which Lender deems necessary or advisable to establish or maintain its security interest in form satisfactory to Lender together with such other instruments as Lender may from time to time request and pay all costs of filing same in any public office or offices deemed advisable by Lender: and (7) At Borrower's sole cost and expense, ensure that Lender's security interest is properly noted on all Certificates of Title in the manner required by law if such certificates are required with respect to any of the Collateral and deliver such certificates to Lender. (8) Immediately notify Lender of any event causing loss or depreciation in value of any of the Collateral and the amount of such loss or depreciation. SECTION V. BORROWER'S NEGATIVE COVENANTS. Borrower Covenants and Agrees That Without Prior Written Authorization From Lender, Borrower Shall Not: (1) Move Borrower's office where Borrower keeps the records concerning accounts which are proceeds of Borrower's inventory to a location outside the State of Oklahoma; nor move Borrower's chief place of business to a location outside the State of Oklahoma if any of the Collateral consists of goods of a type which are normally used in more than one jurisdiction and which are classified as inventory by reason of their being leased by Borrower to others; (2) Remove (other than temporarily in connection with its normal use or in connection with a sale in the ordinary course of business) any or all of the Collateral to a location or locations different from that shown in Paragraph "(1)" of Section II: (3) Agree to any material modification of the terms of any of Borrower's accounts which are proceeds of Borrower's inventory; (4) Allow to be filed in any public office any financing statement in Borrower's name covering any accounts or the proceeds of any of Borrower's assets; (5) Assert any claims or defenses Borrower may have against Lender against Lender's assignee, it being understood that Lender may assign any part or all of Borrower's Obligations and this Security Agreement to an assignee who will be entitled to all of the rights, privileges and remedies granted in this Agreement to Lender; (6) Sell, exchange, encumber, pledge, lease or otherwise dispose of any part or all of the Collateral or any of Borrower's rights therein or under this Agreement, except for a sale or lease in the ordinary course of Borrower's business; and (7) Create or permit the existence of any lien or security interest in any of the Collateral other than the security interest created hereby. SECTION VI. EVENTS OF DEFAULT. The following events shall constitute Events of Default: (1) Default in the timely payment of any installment of principal and interest under any of the Obligations or in the performance of any covenant or provision of any writings evidencing such Obligations (the "Loan Documents"). (2) Borrower, or any Guarantor, shall: (a) execute an assignment for the benefit of creditors or take any action in furtherance thereof; or (b) admit in writing his inability to pay his debts generally as they become due; or (c) as a debtor, file a petition, case, proceeding, or other action pursuant to, or voluntarily seek the benefit or benefits of any debtor relief law or take any action in furtherance thereof; or (d) seek, acquiesce in, or suffer the appointment of a receiver, trustee, or custodian of Borrower, any Guarantor, the Collateral, in whole or in part, or any significant portion of other property belonging to Borrower or any Guarantor that affects performance under the Obligations; or (e) voluntarily become a party to any proceeding seeking to effect a suspension or having the effect of suspending any of the rights of Lender or the Trustee granted or referred to in the Loan Documents or take any action in furtherance thereof. (3) The filing of a petition, case, proceeding, or other action against Borrower, or any Guarantor, as a debtor under any debtor relief law; or seeking appointment of a receiver, trustee, or custodian of Borrower, or any Guarantor, or of any property described in the Loan Documents or any part thereof, or of any significant portion of other property belonging to Borrower or any Guarantor, that affects its ability to perform under the Obligations, or seeking to effect a suspension or having the effect of suspending any of the rights of Lender or the Trustee granted or referred to in the Loan Documents, and: (a) Borrower or any Guarantor admits, acquiesces in, or fails to contest the material allegations thereof; or (b) the petition, case, proceeding, or other action results in entry of an order for relief or order granting the relief sought against Borrower or any Guarantor; or (c) the petition, case, proceeding, or other action is not permanently dismissed on or before the earliest of trial thereon or sixty (60) days next following the date of its filing. (4) The discovery by Lender that any warranty, covenant, or representation made to Lender by or on behalf of Borrower or any Guarantor is false, misleading, erroneous, or breached in any material respect. A default shall not be an Event of Default if the default is cured within ten (10) days following the delivery of or the mailing of written notice from Lender to Borrower's most current address as reflected in Lender's business records specifying the existence of any such default. If such default is not cured within the ten (10) day period, the default shall be an Event of Default without need of any further notice or action by Lender. SECTION VII. LENDER'S RIGHTS IN EVENT OF DEFAULT. (1) Upon the occurrence of any Event of Default, and at any time thereafter, Lender may, without notice to or demand upon Borrower (Borrower hereby expressly waiving all notices, demands for payment, presentations for payment, notices of intention to accelerate the maturity and actual acceleration of maturity, protest and notice of protest as to the Obligations), exercise its rights to declare all Obligations secured by the security interest created herein to be immediately due and payable in which case Lender will have all rights and remedies granted by law and particularly by the Oklahoma Uniform Commercial Code, including, but not limited to, the right to take possession of any and all of the of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and may (as long as no breach of peace occurs) enter into any of Borrower's premises where any of the Collateral may be or is supposed to be, and, without notice or demand and without any legal proceedings, take possession, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same in any of Borrower's premises without cost to Lender. Lender may require Borrower to assemble the Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will send Borrower reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of the Collateral is to be made. This requirement of sending reasonable notice will be met if such notice is mailed, postage prepaid, to Borrower at the address designated at the beginning of this Agreement at least five days before the time of the sale or disposition. In addition to the expenses of retaking, holding, preparing for sale, selling and the like, Lender will be entitled to recover reasonable attorneys' fees and legal expenses as provided for in this Agreement and in the writings evidencing said Obligations before applying the balance of the proceeds from the sale or other disposition toward satisfaction of the Obligations themselves. Borrower will remain liable for any deficiency remaining after the sale or other disposition. (2) No act, delay, omission or course of dealing between Borrower and Lender including Lender's remediying of any Event of Default hereunder will constitute a waiver of any of Lender's rights or remedies under this Agreement. A waiver by Lender of any rights or remedies under the terms of this Agreement or with respect to any of Borrower's Obligations to Lender will not be a bar to the exercise of any right or remedy or any subsequent occasion. (3) All rights and remedies of Lender hereunder are cumulative and may be exercised singly or concurrently, and the exercise of any one or more of them will not be a waiver of any other. It is expressly agreed and understood that Lender's right to exercise its rights and remedies under the Oklahoma Uniform Commercial Code is not conditioned upon acceleration of the maturity of the underlying Obligations, but only upon Borrower's default as defined above, notwithstanding anything herein to the contrary. Lender shall not be limited by any election of remedies if it chooses to judicially foreclose its security interest. The right to sell under the terms hereof shall exist cumulative with said judicial foreclosure and one method so resorted to shall not bar the other, but both may be exercised at the same or different times, nor shall one be a defense to the other. No waiver, change, modification or discharge of any of Lender's rights or Borrower's duties as so specified or allowed will be effective unless contained in a written instrument signed by Lender specifying such waiver, change, modification, or discharge. SECTION VIII. MISCELLANEOUS. (1) This Agreement and the security interest in the Collateral herein created will terminate when all Obligations secured hereby have been paid in full. (2) Borrower releases Lender from all claims for loss or damage caused by any failure to collect any of the Collateral or by any act or omission on the part of Lender, its officers, agents and employees except willful misconduct. (3) The provisions of this Agreement are in addition to those contained in any writings evidencing the Obligations secured hereby, all of which will be construed as one instrument. In addition to the amounts provided for in said writings agreed to be paid by Borrower as reimbursement for Lender's attorneys' fees and legal expenses in an Event of Default, Borrower also agrees to pay Lender's reasonable attorneys' fees in enforcing and carrying out the covenants, terms and conditions contained in this Security Agreement including Lender's right to undertake the collection of the Collateral as above provided. As used in this Agreement, "attorneys' fees" shall be defined as the reasonable value of the services of the attorneys employed by Lender from time to time, to commence, defend or intervene in any court proceeding, or to file a petition, answer, motion or other pleadings, or to take any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) relating to the Collateral, this Agreement, or the Obligations, or to protect, collect, lease, sell, take possession of, or liquidate any of the Collateral, or to attempt to enforce any security interest in any of the Collateral. Said attorneys' fees, and any legal expenses, costs and charges relating thereto, shall be additional Obligations of Borrower, payable on demand and secured by the Collateral. (4) Any notice under this Agreement shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified mail, postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. (5) The term "Borrower" as used in this Agreement will be construed as singular or plural to correspond with the number of persons executing this Agreement as Borrower. If more than one person executes this Agreement as Borrower, his, her, their, or its duties and liabilities under this Agreement will be joint and several. The terms "Secured Party" and "Borrower" as used in this Agreement include the heirs, executors or administrators, successors, representatives, receivers, trustees and assigns of those parties. (6) Where there are contained in this Agreement words and phrases which are defined in the Oklahoma Uniform Commercial Code, the Code definitions will control the meaning of the words or phrases. A determination that any provision contained herein is unenforceable will have no effect on the validity of the remaining provisions. (7) The law governing this secured transaction will be that of the State of Oklahoma in force on the date of execution of this Agreement. The Obligations contained in this Agreement (which require only the Borrower's signature to become enforceable) are performable in the county wherein Lender is located. (8) Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Lender from Borrower, and Borrower hereby agrees that Lender shall have the continuing exclusive right to apply and reapply any and all payments received at any time or times hereafter against the Obligations in such manner as Lender may deem advisable. (9) Borrower agrees that a carbon, photographic or other reproduction of this Agreement or Financing Statement may be filed as an original. SECTION IX ADDITIONAL PROVISIONS The Loan secured by this lien was made under a United States Small Business Administration (SBA) nationwide program which uses tax dollars to assist small business owners. If the United States is seeking to enforce this document, then under SBA regulations: (a) When SBA is the holder of the Note, this document and all documents evidencing or securing this Loan will be construed in accordance with federal law. (b) Lender or SBA may use local or state procedures for purposes such as filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using these procedures, SBA does not waive any federal immunity from local or state control, penalty, tax or liability. No Borrower or Guarantor may claim or assert against SBA any local or state law to deny any obligation of Borrower, or defeat any claim of SBA with respect to this Loan. Any clause in this document requiring arbitration is not enforceable when SBA is the holder of the Note secured by this instrument. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] EXECUTED this the 24 day July, 2020. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company BY: ____________________________ JEFF B. ST. CLAIR, Manager PREPARED IN THE LAW OFFICE OF: William David Keese, P.C. P.O. Box 1764 Denison, Texas 75021-1764 SECURITY AGREEMENT (EQUIPMENT) ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company 127 West Main Street Ardmore, Oklahoma 73401 (hereafter called "Borrower") FIRST UNITED BANK AND TRUST COMPANY 1400 West Main Street Durant, Oklahoma 74701 (hereafter called "Lender") The Lender and Borrower agree as follows: SECTION I. CREATION OF SECURITY INTEREST. In order to secure a promissory note of even date herewith in the original principal amount of $1,031,200.00 executed by Borrower and made payable to Lender and all other indebtedness and liabilities of all kinds of Borrower to Lender (whether evidenced by a promissory note or by other evidence of indebtedness, including overdrafts, whether created directly or acquired by Lender indirectly by assignment or otherwise, and whether now existing or hereafter arising, absolute or contingent, joint and/or several, due or to become due, primary or secondary, including obligations of performance, and all renewals, extensions and rearrangements thereof), hereafter referred to as "Obligations." Borrower grants to Lender a security interest in all of Borrower's presently existing and hereafter arising or acquired "Equipment" which shall mean all of Borrower's now owned or hereafter acquired fixtures, machinery and equipment, including, without limitation, furniture, rolling stock, vehicles, trade fixtures and machinery, including but not limited to those items identified in Exhibit "A" attached hereto and made a part hereof, as may be supplemented and revised by Lender from time to time, together with any and all improvements, accessions, parts and appurtenances thereto, substitutions therefor and replacements thereof. In addition, this definition shall include the definition of "equipment" as that term is defined in the Uniform Commercial Code of each state in which the Borrower's Equipment is located; and all accessions to, substitutions for and all replacements, products and proceeds of the foregoing, including, without limitation, proceeds of insurance policies insuring any of the foregoing; and all books and records (including, without limitation, computer programs, printouts and other computer materials and records) of Borrower pertaining to any of the foregoing; all of which are hereafter referred to as "Collateral." Notwithstanding the above, this Security Agreement will not secure an obligation of Borrower covered by the Truth-in-Lending Act unless the document or disclosure statement that evidences such transaction indicates by proper disclosure that the subject transaction is secured by this Security Agreement. SECTIONS II. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower Represents and Warrants to Lender that: (1) The Collateral shall be used by Borrower primarily as Equipment used in business other than farming operations. (2) The Collateral shall be located at the address shown at the top of this page. (3) The Collateral is presently owned by Borrower; or shall be acquired by Borrower with advances made pursuant to this Agreement. (4) Borrower is duly organized and existing under the laws of the State of Oklahoma and is duly qualified and in good standing in every other State in which it is doing business; and the execution, delivery, and performance of this Agreement and the Obligations secured hereby are within Borrower's company powers, have been duly authorized, are not in contravention of law or the terms of Borrower's articles of organization, or of any indenture, agreement, or undertaking to which Borrower is a party or by which it is bound; (5) Borrower's chief place of business is located in Oklahoma if any of the Collateral consists of equipment of a type normally used in more than one jurisdiction (such as automotive equipment, rolling stock, airplanes, road building equipment, commercial harvesting equipment, construction machinery and the like); (6) There is no lien, security interest or other encumbrance on all or any part of the Collateral covered by this Agreement at the time of execution of this Agreement, and there is no financing statement covering any of the Collateral on file in any public office; (7) Borrower's principal place of business is the address shown at the beginning of this Agreement; (8) All financial statements delivered to Lender at or prior to the execution of this Agreement, and all financial statements that may hereafter be delivered to Lender, fairly present the financial condition and the results of Borrower's operations at the times and for the periods therein stated, and since the latest date covered by the most recent financial statements delivered prior to the execution of this Agreement there has been no adverse change in the financial condition, the operations or any other status of Borrower; and (9) All information furnished or to be furnished to Lender concerning the Obligations secured by this Agreement or the Collateral and the proceeds thereof is (or will be at the time the same is furnished) accurate and correct in all material aspects. SECTION III. BORROWER'S AFFIRMATIVE COVENANTS. Borrower Covenants and Agrees That Borrower Shall: (1) Furnish Lender, prior to execution of this Agreement, with a subordination or disclaimer agreement executed by all persons having an interest in real estate or other goods to which there is already attached or affixed any Collateral constituting fixtures or accessions and, in addition furnish Lender with a landlord's waiver of all liens with respect to any Collateral covered by this Agreement that is or may be located on leased premises; (2) Insure that Lender's security interest is properly noted on all Certificates of Title in the manner required by law if such certificates are required with respect to any of the Collateral, and deliver said certificates to Lender; (3) Insure the Collateral with companies acceptable to Lender against such casualties and in such amounts as Lender requires. All insurance policies shall be written for the benefit of Borrower and Lender as their interest may appear (with Lender as loss payee), and such policies or original certificates evidencing the same shall be furnished to Lender. All policies of insurance shall provide the maximum prior written notice to Lender of cancellation, which the insurance company will provide. Lender may apply any proceeds of such insurance that it may receive toward part or full satisfaction of any or all of the Obligations secured hereby, whether or not said Obligations are then due and owing and Borrower hereby appoints Lender its agent and attorney-in-fact, to make, adjust and settle claims in connection with any such insurance, and to endorse any checks, drafts or other orders for the payment of money that shall be received by either Lender or Borrower pursuant to any such insurance; (4) Pay promptly when due (unless they are being contested in good faith) all insurance premiums, assessments, costs and expenses necessary to preserve, protect, collect and maintain the Collateral; keep the Collateral free from other liens, security interests or other encumbrances; defend the Collateral if necessary against all claims and demands of all persons at any time claiming an interest therein adverse to Lender; file all tax returns and pay all taxes when due, and cause any liens for taxes to be properly released; and in the event of failure to do so, Borrower agrees that Lender may make expenditures for any or all such purposes (but is not obligated to do so), and the amount so expended together with interest thereon at the highest lawful rate that may be charged to Borrower by Lender under applicable law shall constitute one of Borrower's Obligations to Lender secured by the security interest granted in Section I above and any such expenditure by Lender will be repayable by Borrower on demand. Borrower hereby appoints Lender Borrower's agent and attorney-in-fact to enable Lender to act for Borrower in fulfilling all of Borrower's responsibilities and exercising all of Borrower's rights under this Agreement for the purpose of preserving and protecting the Collateral and Lender's security interest therein; (5) Maintain and preserve the Collateral in good order and condition (at Borrower's own risk of loss) by making all necessary repairs, keeping it from being wasted, deteriorated, lost or destroyed, and preventing it from being used in violation of any statute or ordinance; and allow Lender to inspect the Collateral and any books or records pertaining thereto (which Borrower agrees to keep in an accurate and complete form) during reasonable business hours by admitting Lender's employees or agents to the premises where the Collateral is located and assisting in the inspection if requested; (6) Without hindrance or delay, furnish reports, data and financial statements, including audits by independent public accountants, in connection with Borrower's business and financial condition, as Lender may reasonably require; (7) Join with Lender in executing a financing statement, notice, affidavit, or any similar instrument which Lender deems necessary or advisable to establish or maintain its security interest in a form satisfactory to Lender together with such other instruments as Lender may from time to time request, and pay all costs of filing same in any public office or offices deemed advisable by Lender; and (8) Immediately notify Lender of any event causing loss or depreciation in value or any of the Collateral and the amount of such loss or depreciation. SECTION IV. BORROWER'S NEGATIVE COVENANTS. Borrower Covenants and Agrees That Without Prior Written Authorization from Lender, Borrower Shall Not: (1) Change Borrower's principal place of business to an address different from that shown at the beginning of this Agreement; nor move Borrower's chief place of business to a location outside the State of Oklahoma if any of the Collateral consists of equipment of a type normally used in more than one jurisdiction; (2) Remove (other than temporarily in connection with its normal use) any or all of the Collateral to a location different from that shown in Paragraph "(2)" of Section II; (3) Sell, exchange, lease, encumber or otherwise dispose of any part or all of the Collateral or any of Borrower's rights therein or under this Agreement; (4) Assert any claims or defenses Borrower may have against Lender against Lender's assignee, it being understood that Lender may assign any part or all of Borrower's Obligations and this Agreement to an assignee who will be entitled to all of the rights, privileges and remedies granted in this Agreement to Lender; or (5) Create or permit the existence of any lien on or security interest in any of the Collateral other than the security interest created hereby. SECTION V. EVENTS OF DEFAULT. The following events shall constitute Events of Default: (1) Default in the timely payment of any installment of principal and interest under any of the Obligations or in the performance of any covenant or provision of any writings evidencing such Obligations (the "Loan Documents"). (2) Borrower, or any Guarantor, shall: (a) execute an assignment for the benefit of creditors or take any action in furtherance thereof; or (b) admit in writing his inability to pay his debts generally as they become due; or (c) as a debtor, file a petition, case, proceeding, or other action pursuant to, or voluntarily seek the benefit or benefits of any debtor relief law or take any action in furtherance thereof; or (d) seek, acquiesce in, or suffer the appointment of a receiver, trustee, or custodian of Borrower, any Guarantor, the Collateral, in whole or in part, or any significant portion of other property belonging to Borrower or any Guarantor that affects performance under the Obligations; or (e) voluntarily become a party to any proceeding seeking to effect a suspension or having the effect of suspending any of the rights of Lender or the Trustee granted or referred to in the Loan Documents or take any action in furtherance thereof. (3) The filing of a petition, case, proceeding, or other action against Borrower, or any Guarantor, as a debtor under any debtor relief law; or seeking appointment of a receiver, trustee, or custodian of Borrower, or any Guarantor, or of any property described in the Loan Documents or any part thereof, or of any significant portion of other property belonging to Borrower or any Guarantor, that affects its ability to perform under the Obligations, or seeking to effect a suspension or having the effect of suspending any of the rights of Lender or the Trustee granted or referred to in the Loan Documents, and: (a) Borrower or any Guarantor admits, acquiesces in, or fails to contest the material allegations thereof; or (b) the petition, case, proceeding, or other action results in entry of an order for relief or order granting the relief sought against Borrower or any Guarantor; or (c) the petition, case, proceeding, or other action is not permanently dismissed on or before the earliest of trial thereon or sixty (60) days next following the date of its filing. (4) The discovery by Lender that any warranty, covenant, or representation made to Lender by or on behalf of Borrower or any Guarantor is false, misleading, erroneous, or breached in any material respect. A default shall not be an Event of Default if the default is cured within ten (10) days following the delivery of or the mailing of written notice from Lender to Borrower's most current address as reflected in Lender's business records specifying the existence of any such default. If such default is not cured within the ten (10) day period, the default shall be an Event of Default without need of any further notice or action by Lender. SECTION VI. LENDER'S RIGHTS IN EVENT OF DEFAULT. (1) Upon the occurrence of any Event of Default, and at any time thereafter, Lender may, without notice to or demand upon Borrower (Borrower hereby expressly waiving all notices, demands for payment, presentations for payment, notices of intention to accelerate the maturity and actual acceleration of maturity, protest and notice of protest as to the Obligations), exercise its right to declare all Obligations secured by the security interest created herein to be immediately due and payable, in which case Lender will have all rights and remedies granted by law and particularly by the Oklahoma Uniform Commercial Code, including but not limited to, the right to take possession of any and all of the Collateral (in addition to Collateral which it already has possession), wherever it may be found, and may (as long as no breach of peace occurs), enter into any of Borrower's premises where any of the Collateral may be or is supposed to be, and without notice or demand, and without any legal proceedings, take possession, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of. and Lender shall have the right to store in any of Borrower's premises without cost to Lender. Lender may require Borrower to assemble the Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties. Unless the Collateral is perishable, or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will send Borrower reasonable notice of the time and place of any public sale, or of the time after which any private sale or other disposition of the Collateral is to be made. This requirement of sending reasonable notice will be met if such notice is mailed, postage prepaid, to Borrower at Borrower's last known address at least five (5) days before the time of the sale or disposition. In addition to the expenses of retaking, holding, preparing for sale, selling and the like, Lender will be entitled to recover reasonable attorneys' fees and legal expenses as provided for in this Agreement and in the writings evidencing said Obligations before applying the balance of the proceeds from the sale or other disposition toward satisfaction of the Obligations themselves. Borrower will remain liable for any deficiency remaining after the sale or other disposition. (2) No act, delay, omission or course of dealing between Borrower and Lender including Lender's remedying of any Event of Default hereunder will constitute a waiver of any of Lender's rights or remedies under this Agreement. A waiver by Lender of any rights or remedies under the terms of this Agreement or with respect to any of Borrower's Obligations to Lender will not be a bar to the exercise of any right or remedy on any subsequent occasion. (3) All rights and remedies of Lender hereunder are cumulative and may be exercised singly or concurrently, and the exercise of any one or more of them will not be a waiver of any other. It is expressly agreed and understood that the Lender's right to exercise its rights and remedies under the Oklahoma Uniform Commercial Code is not conditioned upon acceleration of the maturity of the underlying Obligations, but only upon Borrower's default as defined above, notwithstanding anything herein to the contrary. Lender shall not be limited by any election of remedies if it chooses to judicially foreclose its security interest. The right to sell under the terms hereof shall exist cumulative with said judicial foreclosure and one method so resorted to shall not bar the other, but both may be exercised at the same or different times, nor shall one be a defense to the other. No waiver, change, modification or discharge of any of Lender's rights or Borrower's duties as so specified or allowed will be effective unless contained in a written instrument signed by Lender specifying such waiver, change, modification or discharge. SECTION VII. MISCELLANEOUS. (1) This agreement and the security interest in the Collateral herein created will terminate when all Obligations secured hereby have been paid in full. (2) The provisions of this Agreement are in addition to those contained in any writings evidencing the Obligations secured hereby, all of which will be construed as one instrument. In addition to the amounts provided for in said writings agreed to be paid by Borrower as reimbursement for Lender's attorney's fees and legal expenses in an Event of Default, Borrower also agrees to pay Lender's reasonable attorney's fees in enforcing and carrying out the covenants, terms and conditions contained in this Agreement. As used in this Agreement, "attorneys' fees" shall be defined as the reasonable value of the services of the attorneys employed by Lender from time to time, to commence, defend or intervene in any court proceeding, or to file a petition, answer, motion or other pleadings, or to take any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) relating to the Collateral, this Agreement, or the Obligations, or to protect, collect, lease, sell, take possession of, or liquidate any of the Collateral, or to attempt to enforce any security interest in any of the Collateral. Said attorney's fees, and any legal expenses, costs and charges relating thereto, shall be additional Obligations of Borrower, payable on demand and secured by the Collateral. (3) Any notice under this Agreement shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified mail, postage prepaid, directed to the addresses shown near the beginning of this Security Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. (4) The term "Borrower" as used in this Agreement will be construed as singular or plural to correspond with the number of persons executing this Agreement as Borrower. If more than one person executes this Agreement as Borrower, his, her, their, or its duties and liabilities under this Agreement will be joint and several. The terms "Lender" and "Borrower" as used in this Agreement include the heirs, executors or administrators, successors, representatives, receivers, trustees and assigns of those parties. (5) Where there are contained in this Agreement words or phrases that are defined in the Oklahoma Uniform Commercial Code, the Code definitions will control the meaning of the words or phrases. A determination that any provision contained herein is unenforceable will have no effect on the validity of the remaining provisions. (6) The law governing this secured transaction will be that of the State of Oklahoma in force on the date of execution of this Agreement. The Obligations contained in this Agreement (which require only the Borrower's signature to become enforceable) are performable in the county wherein Lender is located. (7) Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Lender from Borrower, and Borrower hereby agrees that Lender shall have the continuing exclusive right to apply and reapply any and all payments received at any time or times hereafter against the Obligations in such manner as Lender may deem advisable. (8) Borrower agrees that a carbon, photographic or other reproduction of this Agreement or Financing Statement may be filed as an original. SECTION VIII. ADDITIONAL PROVISIONS. The Loan secured by this lien was made under a United States Small Business Administration (SBA) nationwide program which uses tax dollars to assist small business owners. If the United States is seeking to enforce this document, then under SBA regulations: (a) When SBA is the holder of the Note, this document and all documents evidencing or securing this Loan will be construed in accordance with federal law. (b) Lender or SBA may use local or state procedures for purposes such as filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using these procedures, SBA does not waive any federal immunity from local or state control, penalty, tax or liability. No Borrower or Guarantor may claim or assert against SBA any local or state law to deny any obligation of Borrower, or defeat any claim of SBA with respect to this Loan. Any clause in this document requiring arbitration is not enforceable when SBA is the holder of the Note secured by this instrument. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] EXECUTED this the 24 day July, 2020. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company BY: Jeff St Clair JEFF B. ST. CLAIR, Manager PREPARED IN THE LAW OFFICE OF: William David Keese, P.C. P.O. Box 1764 Denison, Texas 75021-1764 SECURITY AGREEMENT (ACCOUNTS) ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company 127 West Main Street Ardmore, Oklahoma 73401 (hereafter called "Borrower") FIRST UNITED BANK AND TRUST COMPANY 1400 West Main Street Durant, Oklahoma 74701 (hereafter called "Lender") The Lender and Borrower agree as follows: SECTION I. CREATION OF SECURITY INTEREST. In order to secure a promissory note of even date herewith in the original principal amount of $1,031,200.00 executed by Borrower and made payable to Lender and all other indebtedness and liabilities of all kinds of Borrower to Lender, and interest thereon (whether evidenced by a promissory note or by other evidence of indebtedness, including overdrafts, whether created indirectly or acquired by Lender indirectly by assignment or otherwise, and whether now existing or hereafter arising, absolute or contingent, joint and/or several, due or to become due, primary or secondary, purchase money and nonpurchase money, including obligations of performance, and all renewals, extensions and rearrangements thereof), hereafter referred to as "Obligations." Borrower grants to Lender a security interest in all of Borrower's presently existing and hereafter arising or acquired "Accounts" which shall mean and include all of Borrower's present and future rights to payment for goods, merchandise or Inventory (as hereinafter defined) sold, rented or leased or for services rendered, including, without limitation, those which are not evidenced by instruments or chattel paper, and whether or not they have been earned by performance; account(s), accounts receivable, proceeds of any letters of credit on which Borrower is named as beneficiary; contract rights; acceptances; notes; chattel paper; instruments (other than margin stock); drafts; documents; insurance proceeds; deposits or other sums credited by or due from the Lender to Borrower; and all such obligations whatsoever owing to Borrower, together with all instruments and all documents of title representing any of the foregoing, all rights in any goods, merchandise or Inventory which any of the same may represent, all rights in any returned or repossessed goods, merchandise and Inventory, and all right, title, security and guaranties with respect to each of the foregoing, including, without limitation, any right of stoppage in transit (this definition shall include the definition of "accounts" as that term is used in the Uniform Commercial Code of each state in which the Borrower's Accounts are located); all of Borrower's presently existing and hereafter arising of acquired "General Intangibles" which shall mean all choses in action, causes of action, and all other intangible personal property of Borrower of every kind and nature (other than Accounts) now owned or hereafter acquired by Borrower, including, without limitation, corporate or other business records, evidences of corporate debt or equity, inventions, designs, patents, patent applications, trademarks, trademark applications, assumed names, trade styles, service marks, trade secrets, goodwill, copyrights, registrations, licenses, franchises, tax refund claims, tax refunds, deposit accounts, customer lists and any letters of credit, rights or claims against carriers and shippers, rights to indemnification, security interests or other security held by or granted to Borrower to secure payment by an account debtor of any of the Accounts (this definition shall include the definition of "general intangibles" as that term is defined in the Uniform Commercial Code of each state in which the Borrower's General Intangibles are located); all of Borrower's presently existing or hereafter arising depository accounts and all of Borrower's rights, title and interest in and to any deposits or other sums at any time credited by or due from financial institutions to Borrower; all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of Borrower pertaining to any of the foregoing; all of which are hereafter referred to as "Collateral". Notwithstanding the above, this Security Agreement will not secure an obligation of Borrower covered by the Truth-in-Lending Act unless the document or disclosure statement which evidences such transaction indicates by proper disclosure that the transaction is secured by this Security Agreement. SECTIONS II. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower Represents and Warrants to Lender that: (1) The office where Borrower's records are kept concerning the accounts is located at the address shown at the top of this page. (2) No accounts covered by this Agreement arose or may arise from or relate to the sale of farm products by a farmer. (3) Borrower is duly organized and existing under the laws of the State of Oklahoma and is duly qualified and in good standing in every other State in which it is doing business; and the execution, delivery, and performance of this Agreement and the Obligations secured hereby are within Borrower's company powers, have been duly authorized, are not in contravention of law or the terms of Borrower's articles of organization, or of any indenture, agreement, or undertaking to which Borrower is a party or by which it is bound; (4) There is no lien, security interest, or other encumbrance on all or any part of the Collateral covered by this Agreement at the time of execution of this Agreement, nor is there any financing statement on file in Borrower's name which purports to cover any of the Collateral or the proceeds of any of Borrower's assets; (5) Borrower's principal place of business is the address shown at the beginning of this Agreement; (6) All financial statements delivered to Lender at or prior to the execution of this Agreement, and all financial statements which may hereafter by delivered to Lender, fairly present the financial condition and the results of Borrower's operations at the times and for the periods therein stated, and since the latest date covered by the most recent financial statements delivered prior to the execution of this Agreement there has been no adverse change in the financial condition, the operations, or any other status of Borrower; (7) All information furnished to or to be furnished to Lender by or on behalf of Borrower concerning the Collateral and the proceeds thereof or in connection with the Obligations secured by this Agreement, is (or will be at the time the same is furnished) complete and accurate in all material respects; (8) Each of Borrower's accounts and all papers and documents relating thereto are (or will be at the time such accounts come into existence) genuine and in all respects what they purport to be; (9) Each of Borrower's accounts is (or will be at the time such accounts come into existence) valid and subsisting and arises out of a bona fide sale of goods sold and delivered to, or out of and for services theretofore actually rendered by Borrower to the account debtor named in the account; and (10) The amount of each account represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not subject to any setoffs, credits, deduction, or counter-charges. SECTION III. BORROWER'S AFFIRMATIVE COVENANTS. Borrower Covenants and Agrees That Borrower Shall: (1) Furnish Lender with a current schedule of all qualified accounts constituting any part or all of the Collateral to be secured hereby, within ten (10) days after Lender's request therefor. A "qualified account" is defined as an account receivable owing to Borrower which meets all of the following requirements and continues to do so until collected in full: (a) The account has been due less than ninety (90) days and represents a bona fide completed or uncompleted transaction; (b) The amount shown on Borrower's books is the amount actually owing to Borrower, the account has not been transferred to any other person, and no person other than Borrower has any claim thereto, or (with the sole exception of Borrower) to the goods: (c) Borrower's title to the account and (except as against the account debtor) to any goods is absolute; (d) No partial payment has been made by anyone, no setoff or counterclaim to such account exists, and no agreement has been made with any person under which any deduction or discount may be claimed other than regular discounts allowed by Borrower for prompt payments; and (e) The account is not evidenced by an instrument or chattel paper. (2) Immediately notify Lender in writing of accounts receivable under contract with the United States or any department, agency, or instrumentality thereof, and execute instruments and take steps required by Lender to perfect assignments, notice, and right to collection by Lender under the Federal Assignment of Claims Act; (3) Pay promptly when due (unless they are being contested in good faith) all taxes, assessments, costs, and expenses necessary to preserve, protect, collect, and maintain the Collateral; keep the Collateral free from other liens, security interests or other encumbrances; defend the Collateral if necessary against all claims and demands of all persons at any time claiming an interest therein adverse to Lender; file all tax returns and pay all taxes when due, and cause any and all liens for taxes to be properly released; and in the event of failure to do so, Borrower agrees that Lender may make expenditures for any or all such purposes (but is not obligated to do so), and the amount so expended together with interest thereon at 18% per annum shall constitute one of Borrower's Obligations to Lender secured by the security interest granted in Section I above, and any such expenditures by Lender will be repayable by Borrower on demand, Borrower hereby appoints Lender as Borrower's attorney-in-fact to enable Lender to act for Borrower in fulfilling all Borrower's responsibilities and exercising all of Borrower's rights under this Agreement for the purpose of preserving and protecting the Collateral and Lender's interest therein; (4) Maintain at all times complete and accurate books and records covering the Collateral. Immediately upon the execution of the agreement, Borrower shall mark all books and records with an entry showing the absolute assignment to Lender of all accounts to Lender, and Lender is hereby given the right and privilege of auditing the books and records of Borrower relating to the Collateral and inspecting Borrower's business locations and operations at any reasonable time Lender deems proper; (5) Without hindrance or delay, furnish reports, schedules of aged accounts receivable, data, and financial statements, including audits by independent public accountants, in respect of its business and financial conditions, as Lender may reasonably require; (6) Join with Lender in executing a financing statement, notice, affidavit, or any similar instruments which Lender deems necessary or advisable to establish or maintain its security interest in a form satisfactory to Lender together with such other instruments as Lender may from time to time request and pay all costs of filing same in any public office or offices deemed advisable by Lender; and (7) Immediately notify Lender of any event causing loss or depreciation in value of any of the Collateral and the amount of such loss or depreciation. SECTION IV. COLLECTION PROCEDURES. (1) Borrower shall, as Lender's agent, receive all cash, checks, notes, drafts, and other instruments (hereafter called "Payment Items") representing the proceeds of accounts covered by this Agreement. Borrower shall, at Borrower's own expense, take all reasonable and appropriate steps when necessary to enforce the collection of these Payment Items. (2) Immediately upon receipt, Borrower shall deposit all Payment Items in a special bank account. These Payment Items shall be deposited in the same form as received except for the addition of Borrower's endorsement or assignment where necessary to permit collection of the items, which endorsement or assignment Borrower agrees to give (and in this connection, Borrower waives presentment, demand, notice of dishonor, protest, and all other notices related thereto), and in the event Borrower fails to do so, Lender will have the authority to endorse the Payment Items on Borrower's behalf. Borrower agrees that Borrower shall not commingle any such payment Items with any of Borrower's other funds or property but shall hold them separate and apart therefrom upon an express trust for Lender. (3) At any time requested by Lender and from time to time, Borrower shall deliver to Lender a complete list of all those liable on all Payment Items and any other matters as Lender may specify. Further, if Lender so requests, Borrower, at Borrower's own expense, shall notify all those liable that their payments are to be made directly to Lender, and Borrower shall indicate on all invoices to such account debtors that the accounts are payable directly to Lender. If Lender so elects, Lender may itself, at Borrower's expense, notify all those liable that they are to make their payments directly to Lender. Lender is authorized to enforce the collection of these accounts by any appropriate means it deems necessary. (4) In order to assure collection of accounts in which Lender has a security interest hereunder, Lender may at any time and from time to time notify the post office authorities to change the address for delivery of mail addressed to Borrower to such address as Lender may designate, and Lender may open and dispose of such mail and receive the collections of accounts within the coverage of this Agreement. SECTION V. BORROWER'S NEGATIVE COVENANTS. Borrower Covenants and Agrees That Without Authorization from Lender, Borrower Shall Not: (1) Change Borrower's principal place of business to an address different from that shown at the beginning of this Agreement; (2) Move the records concerning Borrower's accounts to any office having an address different from that shown in Paragraph "(1)" of Section II; (3) Agree to any material modification of the terms of any of Borrower's accounts; (4) Allow to be filed in any public office any financing statement in Borrower's name covering the proceeds of any of Borrower's assets; (5) Sell, exchange, encumber or otherwise dispose of any part or all of the Collateral or any of Borrower's rights therein or under this Agreement; (6) Assert any claims or defenses Borrower may have against Lender's assignee, it being understood that Lender may assign any part or all of Borrower's Obligations and this Security Agreement to an assignee who will be entitled to all of the rights, privileges, and remedies granted in this Agreement to Lender; and (7) Create or permit the existence of any lien or security interest in any of the Collateral other than the security interest created hereby. SECTION VI. EVENTS OF DEFAULT. The following events shall constitute Events of Default: (1) Default in the timely payment of any installment of principal and interest under any of the Obligations or in the performance of any covenant or provision of any writings evidencing such Obligations (the "Loan Documents"). (2) Borrower, or any Guarantor, shall: (a) execute an assignment for the benefit of creditors or take any action in furtherance thereof; or (b) admit in writing his inability to pay his debts generally as they become due; or (c) as a debtor, file a petition, case, proceeding, or other action pursuant to, or voluntarily seek the benefit or benefits of any debtor relief law or take any action in furtherance thereof; or (d) seek, acquiesce in, or suffer the appointment of a receiver, trustee, or custodian of Borrower, any Guarantor, the Collateral, in whole or in part, or any significant portion of other property belonging to Borrower or any Guarantor that affects performance under the Obligations; or (e) voluntarily become a party to any proceeding seeking to effect a suspension or having the effect of suspending any of the rights of Lender or the Trustee granted or referred to in the Loan Documents or take any action in furtherance thereof. (3) The filing of a petition, case, proceeding, or other action against Borrower, or any Guarantor, as a debtor under any debtor relief law; or seeking appointment of a receiver, trustee, or custodian of Borrower, or any Guarantor, or of any property described in the Loan Documents or any part thereof, or of any significant portion of other property belonging to Borrower or any Guarantor, that affects its ability to perform under the Obligations, or seeking to effect a suspension or having the effect of suspending any of the rights of Lender or the Trustee granted or referred to in the Loan Documents, and: (a) Borrower or any Guarantor admits, acquiesces in, or fails to contest the material allegations thereof; or (b) the petition, case, proceeding, or other action results in entry of an order for relief or order granting the relief sought against Borrower or any Guarantor; or (c) the petition, case, proceeding, or other action is not permanently dismissed on or before the earliest of trial thereon or sixty (60) days next following the date of its filing. (4) The discovery by Lender that any warranty, covenant, or representation made to Lender by or on behalf of Borrower or any Guarantor is false, misleading, erroneous, or breached in any material respect. (5) A default shall not be an Event of Default if the default is cured within ten (10) days following the delivery of or the mailing of written notice from Lender to Borrower's most current address as reflected in Lender's business records specifying the existence of any such default. If such default is not cured within the ten (10) day period, the default shall be an Event of Default without need of any further notice or action by Lender. SECTION VII. LENDER'S RIGHTS IN EVENT OF DEFAULT. (1) Upon the occurrence of any Event of Default, and at any time thereafter, Lender may, without notice to or demand upon Borrower (Borrower hereby expressly waives all notices, demands for payment, presentations for payment, notice of intention to accelerate the maturity and actual acceleration of maturity, protest and notice of protest as to the Obligations), exercise its right to declare all Obligations secured by the security interest created herein to be immediately due and payable, in which case Lender will have all rights and remedies granted by law and particularly by the Oklahoma Uniform Commercial Code, including, but not limited to, immediate possession of all books and records evidencing the Collateral, and may (as long as no breach of peace occurs) enter into any of Borrower's premises where any of the Collateral may be or is supposed to be, and, without notice or demand and without any legal proceedings, take possession, remove, keep and store any such books and records. Lender may also require Borrower to provide all books and records relating to the Collateral and make them available to Lender at a place to be designated by Lender which is reasonably convenient to both parties. Lender will send Borrower reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of the Collateral is to be made. This requirement of sending reasonable notice will be met if such notice is mailed, postage prepaid, to Borrower at the address designated at the beginning of this Agreement at least five days before the time of the sale or disposition. In addition to the expenses of retaking, holding, preparing for sale, selling and the like, Lender will be entitled to recover reasonable attorneys' fees and legal expenses as provided for in this Agreement and in the writings evidencing said Obligations before applying the balance of the proceeds from the sale or other disposition toward satisfaction of the Obligations themselves. Borrower will remain liable for any deficiency remaining after the sale or other disposition. Lender may at any time, in its discretion, transfer any of the Collateral or evidence thereof into its own name or that of its nominee and receive the proceeds therefrom. Lender may demand, collect, settle, compromise, adjust, sue for, or foreclose upon the Collateral, in its own name or in the name of Borrower, as Lender may determine. Lender shall not be liable for the failure to collect any account or enforce any contract right or for any act or omission on the part of the Lender, its officers, agents, or employees, except willful misconduct. (2) No act, delay, omission, or course of dealing between Borrower and Lender including Lender's remedying of any Event of Default hereunder will constitute a waiver of any of Lender's rights or remedies under this Agreement. A waiver by Lender of any rights or remedies under the terms of this Agreement or with respect to any of Borrower's Obligations to Lender will not be a bar to the exercise of any right or remedy on any subsequent occasion. (3) All rights and remedies of Lender hereunder are cumulative and may be exercised singly or concurrently, and the exercise of any one or more of them will not be a waiver of any other. It is expressly agreed and understood that the Lender's right to exercise its rights and remedies under the Oklahoma Uniform Commercial Code is not conditioned upon acceleration of the maturity of the underlying Obligations, but only upon Borrower's default as defined above, notwithstanding anything herein to the contrary. Lender shall not be limited by any election of remedies if it chooses to judicially foreclose its security interest. The right to sell under the terms hereof shall exist cumulative with said judicial foreclosure and one method so resorted to shall not bar the other, but both may be exercised at the same or different times, nor shall one be a defense to the other. No waiver, change, modification or discharge of any of Lender's rights or Borrower's duties as so specified or allowed to be effective unless contained in a written instrument signed by Lender specifying such waiver, change, modification or discharge. SECTION VIII. MISCELLANEOUS. (1) This Agreement and the security interest in the Collateral herein created will terminate when all Obligations secured hereby have been paid in full. (2) Borrower releases Lender from all claims for loss or damage caused by any failure to collect any of the Collateral or by any act or omission on the part of Lender, its officers, agents, and employees except willful misconduct. (3) The provisions of this Agreement are in addition to those contained in any writings evidencing the Obligations secured hereby, all of which will be construed as one instrument. In addition to the amounts provided for in said writings agreed to be paid by Borrower as reimbursement for Lender's attorneys' fees and legal expenses in the event of default, Borrower also agrees to pay Lender's reasonable attorneys' fees in enforcing and carrying out the covenants, terms, and conditions contained in this Security Agreement including Lender's right to undertake the collection of the Collateral as above provided. As used in this Agreement, "attorneys' fees" shall be defined as the reasonable value of the services of the attorneys employed by Lender from time to time to commence, defend, or intervene in any court proceeding, or to file a petition, answer, motion or other pleadings, or to take any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) relating to the Collateral, this Agreement, or the Obligations, or to protect, collect, lease, sell, take possession of, or liquidate any of the Collateral, or to attempt to enforce any security interest in any of the Collateral. Said attorneys' fees, and any legal expenses, costs, and charges relating thereto, shall be additional Obligations of Borrower, payable on demand and secured by the Collateral. (4) Any notice under this Agreement shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified mail, postage prepaid, directed to the addresses shown near the beginning of this Security Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. (5) The term "Borrower" as used in this Agreement will be construed as singular or plural to correspond with the number of persons executing this Agreement as Borrower. If more than one person executes this Agreement as Borrower, his, her, their, or its duties and liabilities under this Agreement will be joint and several. The terms "Lender" and "Borrower" as used in this Agreement include the heirs, executors or administrators, successors, representatives, receivers, trustees and assigns of those parties. (6) Where there are contained in this Agreement words or phrases which are defined in the Oklahoma Uniform Commercial Code, the Code definitions will control the meaning of the words or phrases. A determination that any provision contained herein is unenforceable will have no effect on the validity of the remaining provisions. (7) The law governing this secured transaction will be that of the State of Oklahoma in force on the date of execution of this agreement. The Obligations contained in this Agreement (which require only the Borrower's signature to become enforceable) are performable in the county wherein Lender is located. (8) Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Lender from Borrower, and Borrower hereby agrees that Lender shall have the continuing exclusive right to apply and reapply any and all payments received at any time or times hereafter against the Obligations in such manner as Lender may deem advisable. (9) Borrower agrees that a carbon, photographic or other reproduction of this Agreement or Financing Statement may be filed as an original. SECTION IX. ADDITIONAL PROVISIONS. The Loan secured by this lien was made under a United States Small Business Administration (SBA) nationwide program which uses tax dollars to assist small business owners. If the United States is seeking to enforce this document, then under SBA regulations: (a) When SBA is the holder of the Note, this document and all documents evidencing or securing this Loan will be construed in accordance with federal law. (b) Lender or SBA may use local or state procedures for purposes such as filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using these procedures, SBA does not waive any federal immunity from local or state control, penalty, tax or liability. No Borrower or Guarantor may claim or assert against SBA any local or state law to deny any obligation of Borrower, or defeat any claim of SBA with respect to this Loan. Any clause in this document requiring arbitration is not enforceable when SBA is the holder of the Note secured by this instrument. EXECUTED this the _24______ day July, 2020. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company BY: __________________________ JEFF B. ST. CLAIR, Manager PREPARED IN THE LAW OFFICE OF: William David Keese, P.C. P.O. Box 1764 Denison, Texas 75021-1764 UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER(optional) BSILVA 580-924-2211 B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) 20200724020875440 UC1 07/24/2020 01:47:30 PM Book: Page:0 PageCount:1 Filing Fee:$10.00 Doc. Tax:$.00 State of Oklahoma County of Oklahoma Oklahoma County Clerk David B. Hooten THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S NAME; Provide only one Debtor name (1a or 1b) (use exact, full name, do not omit, modify, or abbreviate any word of the Debtor's name). OR 1a. ORGANIZATION'S NAME ST. CLAIR HOLDINGS, LLC 1b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 1c. MAILING ADDRESS 127 W Main St CITY Ardmore STATE OK POSTAL CODE 73401 COUNTRY 2. DEBTOR'S NAME; Provide only one Debtor name (2a or 2b) (use exact, full name; do not omit, modify, or abbreviate any word of the Debtor's name). OR 2a. ORGANIZATION'S NAME 2b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 3. SECURED PARTY'S NAME(or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY ) Provide only one Secured Party name ( 3a or 3b) OR 3a. ORGANIZATION'S NAME FIRST UNITED BANK AND TRUST CO 3b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 3c. MAILING ADDRESS PO Box 130 CITY Durant STATE OK POSTAL CODE 74702 COUNTRY 4. COLLATERAL: This FINANCING STATEMENT covers the following collateral: All property, assets, rights and interest in property of Debtor of any kind or description, tangible or intangible, whether now owned or existing or hereafter acquired or arising and wheresoever located including, but not being limited to, the following: All deposit accounts, accounts and accounts receivable of Debtor, whether now in existence or hereafter coming into existence; all letter of credit rights; all chattel paper (whether tangible or electronic), contract rights, instruments (including promissory notes), documents, general intangibles (including, without limitation, payment intangibles, trademarks, service marks, trade names, patents, copyrights and licenses), inventory (including raw materials, finished goods inventory, parts, supplies) and goods in process of debtor, whether now in existence or owned or hereafter coming into existence or acquired, wherever located, and all returned goods, and repossessions and replacements thereof; all vehicles, furniture, machinery and equipment now owned and hereafter acquired by Debtor (including all embedded software); all investment property; all supporting obligations, software and commercial tort claims; all accessions, additions, replacements, and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and accounts proceeds); All insurance policies insuring the foregoing property or any part thereof including unearned premiums and all refunds. 5. Check only if applicable and check only one box: Collateral is held in a Trust (see instructions) being administered by a Decedent's Personal Representative 6a. Check only if applicable and check only one box: [ ] PublicFinance Transaction [ ] Manufactured-Home Transaction [ ] A Debtor is a Transmitting Utility 6b Check only if applicable and check only one box [ ] Agricultural Lien [ ] Non-UCC Filing 7. ALTERNATIVE DESIGNATION (if applicable): [ ] Lessee/Lessor [ ] Consignee/Consignor [ ] Seller/Buyer [ ] Bailee/Bailor [ ] Licensee/Licenser 8. OPTIONAL FILER REFERENCE DATA UCC FINANCING STATEMENT (FORM UCC1) (REV. 11/01/15) UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT SUBMITTER (optional) Lisa Miller - 5806346421 B. E-MAIL CONTACT AT SUBMITTER (optional) C. SEND ACKNOWLEDGMENT TO: Name and Address Lisa Miller PO BOX 130 DURANT, OK 74702 United States SEE BELOW FOR SECURED PARTY CONTACT INFORMATION 1a. INITIAL FINANCING STATEMENT FILE NUMBER 20200724020875440 1b. This FINANCING STATEMENT AMENDMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS. If filing, attach Amendment Addendum (Form UCC3Adj) and provide Debtor's name in THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 2 ☐ TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party(ies) authorizing this Termination Statement 3 ☐ ASSIGNMENT: Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c, and name of assignor in item 9. For partial assignment, complete items 7 and 8; check ASSIGN Collateral box in item 8 and describe the affected collateral in item 8 4 ☒ CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE. Check one of these two boxes AND Check one of these three boxes: This Change affects ☐ Debtor or ☐ Secured Party of record ☐ CHANGE name and/or address. Complete item 6c or 6b, and item 7a or 7b and item 7c. ☐ ADD name. Complete item _______ ☐ DELETE name. Give record name to be deleted in item 5a or 6b 6. CURRENT RECORD INFORMATION: Complete if Party information change: provide only once item 6a or 6b 6a. ORGANIZATION'S NAME OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: Complete for Assignment or Party Information Change - provide only one name if item 7a, use last full name do not omit, modify, or abbreviate any part of the Debtor's name) 7a. ORGANIZATION'S NAME OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 8. COLLATERAL CHANGE: Also check one of these four boxes ☐ ADD collateral ☐ DELETE collateral ☐ RESTATE covered collateral ☐ ASSIGN* collateral Indicate collateral: 9. NAME OF SECURED PARTY OR RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b); name of assignor if this is an Assignment. If this is an Amendment authorized by a DEBTOR, check here ____ and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME FIRST UNITED BANK AND TRUST CO OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (DISCUSSION DRAFT Rev. 07/01/23) U.S. Small Business Administration UNCONDITIONAL GUARANTEE <table> <tr> <th>SBA Loan #</th> <td>42258870-10</td> </tr> <tr> <th>SBA Loan Name</th> <td>Sunset Grill</td> </tr> <tr> <th>Guarantor</th> <td>Jeff B. St. Clair Trust</td> </tr> <tr> <th>Borrower</th> <td>St. Clair Holdings, LLC</td> </tr> <tr> <th>Lender</th> <td>First United Bank and Trust Company</td> </tr> <tr> <th>Date</th> <td>07/24/2020</td> </tr> <tr> <th>Note Amount</th> <td>$1,031,200</td> </tr> </table> 1. GUARANTEE: Guarantor unconditionally guarantees payment to Lender of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in full. Guarantor must pay all amounts due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source before demanding payment from Guarantor. 2. NOTE: The "Note" is the promissory note dated 07/24/2020 in the principal amount of One Million, Thirty-One Thousand, Two Hundred and 00/100 Dollars, from Borrower to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line of credit. 3. DEFINITIONS: "Collateral" means any property taken as security for payment of the Note or any guarantee of the Note. "Loan" means the loan evidenced by the Note. "Loan Documents" means the documents related to the Loan signed by Borrower, Guarantor or any other guarantor, or anyone who pledges Collateral. "SBA" means the Small Business Administration, an Agency of the United States of America. 4. LENDER’S GENERAL POWERS: Lender may take any of the following actions at any time, without notice, without Guarantor’s consent, and without making demand upon Guarantor: A. Modify the terms of the Note or any other Loan Document except to increase the amounts due under the Note; B. Refrain from taking any action on the Note, the Collateral, or any guarantee; C. Release any Borrower or any guarantor of the Note; D. Compromise or settle with the Borrower or any guarantor of the Note; E. Substitute or release any of the Collateral, whether or not Lender receives anything in return; F. Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with or without advertisement; G. Bid or buy at any sale of Collateral by Lender or any other lienholder, at any price Lender chooses; and H. Exercise any rights it has, including those in the Note and other Loan Documents. These actions will not release or reduce the obligations of Guarantor or create any rights or claims against Lender. 5. FEDERAL LAW: When SBA is the holder, the Note and this Guarantee will be construed and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Guarantee, Guarantor may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law. 6. RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES: To the extent permitted by law, A. Guarantor waives all rights to: 1) Require presentment, protest, or demand upon Borrower; 2) Redeem any Collateral before or after Lender disposes of it; 3) Have any disposition of Collateral advertised; and 4) Require a valuation of Collateral before or after Lender disposes of it. B. Guarantor waives any notice of: 1) Any default under the Note; 2) Presentment, dishonor, protest, or demand; 3) Execution of the Note; 4) Any action or inaction on the Note or Collateral, such as disbursements, payment, nonpayment, acceleration, intent to accelerate, assignment, collection activity, and incurring enforcement expenses; 5) Any change in the financial condition or business operations of Borrower or any guarantor; 6) Any changes in the terms of the Note or other Loan Documents, except increases in the amounts due under the Note; and 7) The time or place of any sale or other disposition of Collateral. C. Guarantor waives defenses based upon any claim that: 1) Lender failed to obtain any guarantee; 2) Lender failed to obtain, perfect, or maintain a security interest in any property offered or taken as Collateral; 3) Lender or others improperly valued or inspected the Collateral; 4) The Collateral changed in value, or was neglected, lost, destroyed, or underinsured; 5) Lender impaired the Collateral; 6) Lender did not dispose of any of the Collateral; 7) Lender did not conduct a commercially reasonable sale; 8) Lender did not obtain the fair market value of the Collateral; 9) Lender did not make or perfect a claim upon the death or disability of Borrower or any guarantor of the Note; 10) The financial condition of Borrower or any guarantor was overstated or has adversely changed; 11) Lender made errors or omissions in Loan Documents or administration of the Loan; 12) Lender did not seek payment from the Borrower, any other guarantors, or any Collateral before demanding payment from Guarantor: 13) Lender impaired Guarantor’s suretyship rights; 14) Lender modified the Note terms, other than to increase amounts due under the Note. If Lender modifies the Note to increase the amounts due under the Note without Guarantor’s consent, Guarantor will not be liable for the increased amounts and related interest and expenses, but remains liable for all other amounts; 15) Borrower has avoided liability on the Note; or 16) Lender has taken an action allowed under the Note, this Guarantee, or other Loan Documents. 7. DUTIES AS TO COLLATERAL: Guarantor will preserve the Collateral pledged by Guarantor to secure this Guarantee. Lender has no duty to preserve or dispose of any Collateral. 8. SUCCESSORS AND ASSIGNS: Under this Guarantee, Guarantor includes heirs and successors, and Lender includes its successors and assigns. 9. GENERAL PROVISIONS: A. ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender incurs to enforce this Guarantee, including, but not limited to, attorney’s fees and costs. B. SBA NOT A CO-GUARANTOR. Guarantor’s liability will continue even if SBA pays Lender. SBA is not a co-guarantor with Guarantor. Guarantor has no right of contribution from SBA. C. SUBROGATION RIGHTS. Guarantor has no subrogation rights as to the Note or the Collateral until the Note is paid in full. D. JOINT AND SEVERAL LIABILITY. All individuals and entities signing as Guarantor are jointly and severally liable. E. DOCUMENT SIGNING. Guarantor must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral. F. FINANCIAL STATEMENTS. Guarantor must give Lender financial statements as Lender requires. G. LENDER’S RIGHTS CUMULATIVE, NOT WAIVED. Lender may exercise any of its rights separately or together, as many times as it chooses. Lender may delay or forgo enforcing any of its rights without losing or impairing any of them. H. ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral statement to contradict or alter the written terms of the Note or this Guarantee, or to raise a defense to this Guarantee. I. SEVERABILITY. If any part of this Guarantee is found to be unenforceable, all other parts will remain in effect. J. CONSIDERATION. The consideration for this Guarantee is the Loan or any accommodation by Lender as to the Loan. 10. STATE-SPECIFIC PROVISIONS: N/A 11. GUARANTOR ACKNOWLEDGMENT OF TERMS. Guarantor acknowledges that Guarantor has read and understands the significance of all terms of the Note and this Guarantee, including all waivers. 12. GUARANTOR NAME(S) AND SIGNATURE(S): By signing below, each individual or entity becomes obligated as Guarantor under this Guarantee. JEFF B. ST. CLAIR TRUST BY: [signature] JEFF B. ST. CLAIR, Trustee DATE: 7-24-2020 <table> <tr> <th>SBA Loan #</th> <td>42258870-10</td> </tr> <tr> <th>SBA Loan Name</th> <td>Sunset Grill</td> </tr> <tr> <th>Guarantor</th> <td>Kristina St. Clair</td> </tr> <tr> <th>Borrower</th> <td>St. Clair Holdings, LLC</td> </tr> <tr> <th>Lender</th> <td>First United Bank and Trust Company</td> </tr> <tr> <th>Date</th> <td>07/24/2020</td> </tr> <tr> <th>Note Amount</th> <td>$1,031,200</td> </tr> </table> 1. GUARANTEE: Guarantor unconditionally guarantees payment to Lender of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in full. Guarantor must pay all amounts due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source before demanding payment from Guarantor. 2. NOTE: The "Note" is the promissory note dated 07/24/2020 in the principal amount of One Million, Thirty-One Thousand, Two Hundred and 00/100 Dollars, from Borrower to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line of credit. 3. DEFINITIONS: "Collateral" means any property taken as security for payment of the Note or any guarantee of the Note. "Loan" means the loan evidenced by the Note. "Loan Documents" means the documents related to the Loan signed by Borrower, Guarantor or any other guarantor, or anyone who pledges Collateral. "SBA" means the Small Business Administration, an Agency of the United States of America. 4. LENDER'S GENERAL POWERS: Lender may take any of the following actions at any time, without notice, without Guarantor's consent, and without making demand upon Guarantor: A. Modify the terms of the Note or any other Loan Document except to increase the amounts due under the Note; B. Refrain from taking any action on the Note, the Collateral, or any guarantee; C. Release any Borrower or any guarantor of the Note; D. Compromise or settle with the Borrower or any guarantor of the Note; E. Substitute or release any of the Collateral, whether or not Lender receives anything in return; F. Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with or without advertisement; G. Bid or buy at any sale of Collateral by Lender or any other lienholder, at any price Lender chooses; and H. Exercise any rights it has, including those in the Note and other Loan Documents. These actions will not release or reduce the obligations of Guarantor or create any rights or claims against Lender. 5. FEDERAL LAW: When SBA is the holder, the Note and this Guarantee will be construed and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Guarantee, Guarantor may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law. 6. RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES: To the extent permitted by law, A. Guarantor waives all rights to: 1) Require presentment, protest, or demand upon Borrower; 2) Redeem any Collateral before or after Lender disposes of it; 3) Have any disposition of Collateral advertised; and 4) Require a valuation of Collateral before or after Lender disposes of it. B. Guarantor waives any notice of: 1) Any default under the Note; 2) Presentment, dishonor, protest, or demand; 3) Execution of the Note; 4) Any action or inaction on the Note or Collateral, such as disbursements, payment, nonpayment, acceleration, intent to accelerate, assignment, collection activity, and incurring enforcement expenses; 5) Any change in the financial condition or business operations of Borrower or any guarantor; 6) Any changes in the terms of the Note or other Loan Documents, except increases in the amounts due under the Note; and 7) The time or place of any sale or other disposition of Collateral. C. Guarantor waives defenses based upon any claim that: 1) Lender failed to obtain any guarantee; 2) Lender failed to obtain, perfect, or maintain a security interest in any property offered or taken as Collateral; 3) Lender or others improperly valued or inspected the Collateral; 4) The Collateral changed in value, or was neglected, lost, destroyed, or underinsured; 5) Lender impaired the Collateral; 6) Lender did not dispose of any of the Collateral; 7) Lender did not conduct a commercially reasonable sale; 8) Lender did not obtain the fair market value of the Collateral; 9) Lender did not make or perfect a claim upon the death or disability of Borrower or any guarantor of the Note; 10) The financial condition of Borrower or any guarantor was overstated or has adversely changed; 11) Lender made errors or omissions in Loan Documents or administration of the Loan; 12) Lender did not seek payment from the Borrower, any other guarantors, or any Collateral before demanding payment from Guarantor: 13) Lender impaired Guarantor’s suretyship rights; 14) Lender modified the Note terms, other than to increase amounts due under the Note. If Lender modifies the Note to increase the amounts due under the Note without Guarantor’s consent, Guarantor will not be liable for the increased amounts and related interest and expenses, but remains liable for all other amounts; 15) Borrower has avoided liability on the Note; or 16) Lender has taken an action allowed under the Note, this Guarantee, or other Loan Documents. 7. DUTIES AS TO COLLATERAL: Guarantor will preserve the Collateral pledged by Guarantor to secure this Guarantee. Lender has no duty to preserve or dispose of any Collateral. 8. SUCCESSORS AND ASSIGNS: Under this Guarantee, Guarantor includes heirs and successors, and Lender includes its successors and assigns. 9. GENERAL PROVISIONS: A. ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender incurs to enforce this Guarantee, including, but not limited to, attorney’s fees and costs. B. SBA NOT A CO-GUARANTOR. Guarantor’s liability will continue even if SBA pays Lender. SBA is not a co-guarantor with Guarantor. Guarantor has no right of contribution from SBA. C. SUBROGATION RIGHTS. Guarantor has no subrogation rights as to the Note or the Collateral until the Note is paid in full. D. JOINT AND SEVERAL LIABILITY. All individuals and entities signing as Guarantor are jointly and severally liable. E. DOCUMENT SIGNING. Guarantor must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral. F. FINANCIAL STATEMENTS. Guarantor must give Lender financial statements as Lender requires. G. LENDER’S RIGHTS CUMULATIVE, NOT WAIVED. Lender may exercise any of its rights separately or together, as many times as it chooses. Lender may delay or forgo enforcing any of its rights without losing or impairing any of them. H. ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral statement to contradict or alter the written terms of the Note or this Guarantee, or to raise a defense to this Guarantee. I. SEVERABILITY. If any part of this Guarantee is found to be unenforceable, all other parts will remain in effect. J. CONSIDERATION. The consideration for this Guarantee is the Loan or any accommodation by Lender as to the Loan. 10. STATE-SPECIFIC PROVISIONS: N/A 11. GUARANTOR ACKNOWLEDGMENT OF TERMS. Guarantor acknowledges that Guarantor has read and understands the significance of all terms of the Note and this Guarantee, including all waivers. 12. GUARANTOR NAME(S) AND SIGNATURE(S): By signing below, each individual or entity becomes obligated as Guarantor under this Guarantee. KRISTINA ST. CLAIR BY: Kristina St. Clair DATE: 7-24-2020 KRISTINA ST. CLAIR, Individually U.S. Small Business Administration UNCONDITIONAL GUARANTEE <table> <tr> <th>SBA Loan #</th> <td>42258870-10</td> </tr> <tr> <th>SBA Loan Name</th> <td>Sunset Grill</td> </tr> <tr> <th>Guarantor</th> <td>Jeff St. Clair</td> </tr> <tr> <th>Borrower</th> <td>St. Clair Holdings, LLC</td> </tr> <tr> <th>Lender</th> <td>First United Bank and Trust Company</td> </tr> <tr> <th>Date</th> <td>07/24/2020</td> </tr> <tr> <th>Note Amount</th> <td>$1,031,200</td> </tr> </table> 1. GUARANTEE: Guarantor unconditionally guarantees payment to Lender of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in full. Guarantor must pay all amounts due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source before demanding payment from Guarantor. 2. NOTE: The “Note” is the promissory note dated 07/24/2020 in the principal amount of One Million, Thirty-One Thousand, Two Hundred and 00/100 Dollars, from Borrower to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line of credit. 3. DEFINITIONS: “Collateral” means any property taken as security for payment of the Note or any guarantee of the Note. “Loan” means the loan evidenced by the Note. “Loan Documents” means the documents related to the Loan signed by Borrower, Guarantor or any other guarantor, or anyone who pledges Collateral. “SBA” means the Small Business Administration, an Agency of the United States of America. 4. LENDER’S GENERAL POWERS: Lender may take any of the following actions at any time, without notice, without Guarantor’s consent, and without making demand upon Guarantor: A. Modify the terms of the Note or any other Loan Document except to increase the amounts due under the Note; B. Refrain from taking any action on the Note, the Collateral, or any guarantee; C. Release any Borrower or any guarantor of the Note; D. Compromise or settle with the Borrower or any guarantor of the Note; E. Substitute or release any of the Collateral, whether or not Lender receives anything in return; F. Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with or without advertisement; G. Bid or buy at any sale of Collateral by Lender or any other lienholder, at any price Lender chooses; and H. Exercise any rights it has, including those in the Note and other Loan Documents. These actions will not release or reduce the obligations of Guarantor or create any rights or claims against Lender. 5. FEDERAL LAW: When SBA is the holder, the Note and this Guarantee will be construed and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Guarantee, Guarantor may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law. 6. RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES: To the extent permitted by law, A. Guarantor waives all rights to: 1) Require presentment, protest, or demand upon Borrower; 2) Redeem any Collateral before or after Lender disposes of it; 3) Have any disposition of Collateral advertised; and 4) Require a valuation of Collateral before or after Lender disposes of it. B. Guarantor waives any notice of: 1) Any default under the Note; 2) Presentment, dishonor, protest, or demand; 3) Execution of the Note; 4) Any action or inaction on the Note or Collateral, such as disbursements, payment, nonpayment, acceleration, intent to accelerate, assignment, collection activity, and incurring enforcement expenses; 5) Any change in the financial condition or business operations of Borrower or any guarantor; 6) Any changes in the terms of the Note or other Loan Documents, except increases in the amounts due under the Note; and 7) The time or place of any sale or other disposition of Collateral. C. Guarantor waives defenses based upon any claim that: 1) Lender failed to obtain any guarantee; 2) Lender failed to obtain, perfect, or maintain a security interest in any property offered or taken as Collateral; 3) Lender or others improperly valued or inspected the Collateral; 4) The Collateral changed in value, or was neglected, lost, destroyed, or underinsured; 10. STATE-SPECIFIC PROVISIONS: N/A 11. GUARANTOR ACKNOWLEDGMENT OF TERMS. Guarantor acknowledges that Guarantor has read and understands the significance of all terms of the Note and this Guarantee, including all waivers. 12. GUARANTOR NAME(S) AND SIGNATURE(S): By signing below, each individual or entity becomes obligated as Guarantor under this Guarantee. JEFF ST. CLAIR BY: JEFF ST. CLAIR DATE: 7-24-2020 JEFF ST. CLAIR, Individually COMMERCIAL MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE (ALSO CALLED THE "LENDER" HEREIN) TO TAKE THE MORTGAGED PROPERTY (ALSO CALLED THE "PROPERTY" HEREIN) AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON A DEFAULT BY THE MORTGAGOR (ALSO CALLED THE "BORROWER" HEREIN) UNDER THIS MORTGAGE. JEFF B. ST. CLAIR TRUST dated March 29, 2002 821 Virginia Ln Ardmore, OK 73401 (hereinafter called "Mortgagor") FIRST UNITED BANK AND TRUST COMPANY 1400 West Main Street Durant, Oklahoma 74701 (hereinafter called "Lender") This COMMERCIAL MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS (the "Mortgage") is made as of the 24th day of July, 2020, between the Mortgagor and Lender as mortgagee. DEFINITIONS. The following words shall have the following meanings when used in this Mortgage. Terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Oklahoma Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Borrower. The word "Borrower" means ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company. Construction Mortgage This is a construction mortgage. The proceeds of the loan evidenced by the Note will be disbursed by Lender pursuant to the Loan Agreement. The proceeds of the Note will be disbursed to Lender pursuant to the Loan Agreement. All advances and disbursements arising and accruing pursuant to the Loan Agreement from time-to-time, whether or not the total amount thereof may exceed the face amount of the Note, shall be secured hereby to the same extent as though advanced in full on even date herewith. Fixtures. The word "Fixtures" means all building material, machinery, apparatus, equipment, fittings, fixtures and personal property of every kind and nature whatsoever, now in, part of, affixed to, delivered to or used in connection with the buildings and improvements on the Real Property, or hereafter acquired by the Mortgagor and hereafter placed in, affixed to, delivered to or used in connection which such buildings and improvements or any buildings hereinafter constructed or placed upon the Real Property or any part thereof including without limiting the generality of the foregoing, all engines, furnaces, boilers, stokers, pumps, heaters, tanks, dynamos, transformers, motors, generators, fans, blowers, vents, switchboards, electrical equipment, heating, plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning apparatus, water, gas and electrical fixtures, elevators, mail conveyors, escalators, drapes, carpets, shades, awnings, screens, radiators, partitions, ducts, shafts, pipes, conduits, lines and facilities of whatsoever nature for air, gas, water, steam, electricity, waste sewage and for other utilities, services and uses, compressors, vacuum cleaning systems, call systems, fire prevention and extinguishing apparatus, kitchen equipment, cafeteria equipment; all of which to the extent permitted by law are hereby understood and agreed to be part and parcel of the Real Property and improvements thereon and appropriated to the use and operation of the Real Property and said improvements, and whether affixed or annexed or not, shall for the purposes of this Mortgage be deemed constructively to be real estate and conveyed hereby, excluding, however, readily movable trade fixtures not used or acquired for use in connection with the operation of any such building or any part thereof, readily movable office furniture, furnishings and equipment not so used or acquired for use, and consumable supplies, whether or not affixed or annexed, that have been or that may hereafter be placed in any building constructed upon the Real Property or any part thereof. Guarantor. The word "Guarantor" (individually and/or collectively, as the context may require) means those persons, firms or entities, if any, designated as Guarantor in the Related Documents. Guaranty. The word "Guaranty" (individually and/or collectively, as the context may require) means that or those instruments of guaranty, if any, now or hereafter in effect, from Guarantor to Lender guaranteeing the repayment of all or any part of the Indebtedness. Improvements. The word "Improvements" means and includes without limitation all existing and future improvements, fixtures, buildings, structures, mobile homes affixed on the Real Property, facilities, additions and other construction on the Real Property. Indebtedness. The word "Indebtedness" means: (a) the Note; (b) all principal and earned interest and other sums required to be paid pursuant to the Note, this Mortgage, and any other instruments related thereto; (c) all sums advanced or costs or expenses incurred by Lender (whether by Lender directly or on Lender's behalf by the Lender) which are made or incurred pursuant to or allowed by the terms of this instrument, plus interest thereon at the same rate as provided in the Note from the date paid until reimbursed; (d) other and additional notes, debts, obligations, and liabilities of any kind and character of Borrower or Mortgagor, now or hereafter existing in favor of Lender regardless of whether such notes, debts, obligations, and liabilities be direct or indirect, primary or secondary, joint, several or joint and several, fixed or contingent and regardless of whether such present or future notes, debts, obligations, and liabilities may, prior to their acquisition by Lender, be or have been payable to or be or have been in favor of some other person or have been acquired by Lender in a transaction with one other than Lender, together with any and all renewals and extensions of such notes, debts, obligations, and liabilities, or any part thereof; and (e) all renewals and extensions of the above whether or not Borrower or Mortgagor executes any renewal or extension agreement. Mortgage. The words "Mortgage" mean this Mortgage among Mortgagor and Lender, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Note. The word "Note" means the note dated of even date herewith, in the principal amount of One Million Thirty-One Thousand Two Hundred and 00/100 Dollars ($1,031,200.00), from Borrower to Lender, together with all renewals, extensions, modifications, refinancings, and substitutions for the Note. The Note will mature on July [blank], 2040. The principal amount of the Note attributable to this Mortgage for mortgage registration tax purposes is $202,000. Personal Property. The words "Personal Property" mean all equipment, and other articles of personal property now or hereafter owned by Mortgagor, and now or hereafter attached or affixed to the Real Property, and such other personal property as may be described in this Mortgage; together with all accessions, parts, additions to, replacements of, and substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property (also called the "Mortgaged Property"). Real Property. The real property located in Carter County, Oklahoma described in Exhibit "A" attached hereto and made a part hereof for all purposes, together with all tenements, hereditaments, rights and appurtenances now or hereafter belonging thereto, including, without limitation, any adjacent land or easements rights or appurtenances acquired or created for the benefit of the Real Property after the date hereof. SUBJECT TO all conditions, covenants, restrictions, reservations and easements that appear of record. The Real Property address is commonly known as 821 Virginia Lane, Ardmore, Oklahoma 73401. Related Documents. The words "Related Documents" mean and include without limitation all credit agreements, loan agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, bonuses, production payments, royalties, profits, and other benefits derived from the Property. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Mortgagor does hereby mortgage, pledge, grant, convey and assign to Lender, with power of sale, the Property to secure to Lender the payment of the Indebtedness and all amounts secured by this Mortgage as they become due and except as otherwise provided, Mortgagor shall strictly and in a timely manner, perform all of Mortgagor's obligations under the Indebtedness and this Mortgage. Mortgagor hereby absolutely assigns to Lender all of Mortgagor's right, title and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Mortgagor grants Lender a Uniform Commercial Code security interest in the Rents and the Personal Property. TO HAVE AND TO HOLD the Property unto the Lender, its successors and assigns, forever. POSSESSION AND MAINTENANCE OF THE PROPERTY—Mortgagor agrees that Mortgagor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Mortgagor may: (a) remain in possession and control of the Property; (b) use, operate or manage the Property; and (c) collect any Rents from the Property. Duty to Maintain. Mortgagor shall maintain the Property in tenable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Hazardous Substances. The terms "hazardous waste," "hazardous substance," "disposal," "release," and "threatened release," as used in this Mortgage, shall have the same meanings as set forth in the Comprehensive Environmental Response Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 49 U.S.C. Section 6901, et seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. Mortgagor represents and warrants to Lender that: (a) During the period of Mortgagor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, or about the Property; (b) Mortgagor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (i) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance by any prior owners or occupants of the Property or (ii) any actual or threatened litigation or claims of any kind by any person relating to such matters; (c) Except as previously disclosed to and acknowledged by Lender in writing, (i) neither Mortgagor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, or about the Property and (ii) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation those laws, regulations, and ordinances described above. Mortgagor authorizes Lender and its agents to enter upon the Property to make such inspections and tests as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be at Mortgagor's expense, shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Mortgagor or to any other person. The representations and warranties contained herein are based on Mortgagor's due diligence in investigating the Property for hazardous waste. Mortgagor hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Mortgagor becomes liable for cleanup or other costs under any such laws, and (b) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Mortgagor's ownership or interest in the Property, whether or not the same was or should have been known to Mortgagor. The provisions of this section of the Mortgage including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and release of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Mortgagor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Specifically without limitation, Mortgagor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), soil, gravel or rock products without the prior written consent of Lender. This restriction will not apply to rights and easements (such as gas and oil) not owned by Mortgagor and of which Mortgagor has informed Lender in writing prior to Mortgagor's signing of this Mortgage. Removal of Improvements. Mortgagor shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Mortgagor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Property for purposes of Mortgagor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Mortgagor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property. Mortgagor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Mortgagor has notified Lender in writing prior to doing so and so long as Lender's interests in the Property are not jeopardized. Lender may require Mortgagor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Mortgagor agrees neither to abandon nor leave unattended the Property. Mortgagor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at its option, declare immediately due and payable all Indebtedness secured by this Mortgage upon the sale or transfer, without the Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest therein; whether legal or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of such Real Property interest. If any Mortgagor is a corporation or partnership, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock or partnership interests, as the case may be, of Mortgagor. However, this option shall not be exercised by Lender if such exercise is prohibited by Federal law or by Oklahoma Law. A lease or conveyance by Mortgagor to a corporation controlled by Mortgagor, an associated or affiliated company, partnership or to an individual family member of the shareholders of the Mortgagor, will not be deemed a violation of this paragraph, provided that: (i) Mortgagor and Guarantors remain liable for the loan; (ii) Lender is notified in writing in advance of such transfer and provides prior written approval, which approval shall not be unreasonably withheld; and (iii) all individuals who become involved directly or indirectly in the ownership of the Property, personally guarantee the Indebtedness. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Mortgage: Payment. Mortgagor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Mortgagee shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Mortgage, except for the lien of taxes and assessments not due and except as otherwise provided in this Mortgage. Right to Contest. Mortgagor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Mortgagor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Mortgagor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender, cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Mortgagor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Mortgagor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Mortgagor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Mortgagor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials and the cost exceeds $1,000.00. Mortgagor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Mortgagor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Mortgagor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property and all Personal Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender, together with such other insurance, including but not limited to hazard, liability, business interruption, and boiler insurance, as Lender may reasonably require. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender. MORTGAGOR MAY FURNISH THE REQUIRED INSURANCE WHETHER THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY MORTGAGOR OR THROUGH EQUIVALENT INSURANCE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN THE STATE OF OKLAHOMA IF Mortgagor fails to provide any required insurance or fails to continue such insurance in force, Lender may, but shall not be required to, do so at Mortgagor's expense, and the cost of the insurance will be added to the Indebtedness. If any such insurance is procured by Lender at a rate or charge not fixed or approved by the State Board of Insurance, Mortgagor will be so notified, and Mortgagor will have the option for five (5) days of furnishing equivalent insurance through any insurer authorized to transact business in Oklahoma. Mortgagor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Application of Proceeds. Mortgagor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $1,000.00. Lender may make proof of loss if Mortgagor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at its election, apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Mortgagor shall repair or replace the damaged or destroyed Property in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Mortgagor from the proceeds for the reasonable cost of repair or restoration if Mortgagor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Mortgagor as Mortgagor's interests may appear. Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Mortgage at any sale held under the provisions of this Mortgage, or at any foreclosure sale of such Property. Mortgagor's Report on Insurance. Upon request of Lender, however not more than once a year, Mortgagor shall furnish to Lender a report on each existing policy of insurance showing: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the property insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Mortgagor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. ESCROW FOR TAXES AND INSURANCE. At the request of Lender, Mortgagor shall create a fund or reserve for the payment of all insurance premiums, taxes, and assessments against the Property by paying to Lender contemporaneously with each installment of principal and interest on the note a sum equal to the premiums that will next become due and payable on the hazard insurance policies covering the Property, or any part thereof, plus taxes and assessments next due on the Property or any part thereof, as estimated by Lender, less all sums paid previously to Lender, divided by the number of months to elapse before one month prior to the date when such premiums, taxes, and assessments will become delinquent, such sums to be held by Lender without interest, for the purpose of paying such premiums, taxes, and assessments. Any excess reserve shall, at the discretion of Lender therefor, be credited by Lender on subsequent payments to be made on the Indebtedness, and any deficiency shall be paid by Mortgagor to Lender on or before the date when such premiums, taxes, and assessments shall become delinquent. Transfer of legal title to the Property shall automatically transfer to the transferee title in all sums deposited under the provisions of this Section. FINANCIAL STATEMENTS. Mortgagor and each Guarantor of the Indebtedness, shall furnish to Lender on an annual basis, balance sheets, income and cash flow statements and federal income tax returns in such form and detail as Lender shall require. APPRAISALS. Mortgagor shall furnish to Lender, upon request, such appraisals of the Property as may be required of Lender under applicable State or Federal laws and regulations issued pursuant thereto. ANNUAL REPORTS. Mortgagor shall furnish to Lender, upon request, a certified statement of Net Operating Income received from the Property during Mortgagor's previous fiscal year in such form and detail as Lender shall require. "Net Operating Income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operations of the Property. EXPENDITURES BY Lender. If Mortgagor fails to comply with any provision of this Mortgage, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Mortgagor's behalf may, but shall not be required to, take any action that Lender deems appropriate. Any amount that Lender expends in so doing will bear interest at the Note rate from the date incurred or paid by Lender to the date of repayment by Mortgagor. All such expenses, at Lender's option, will: (a) be payable on demand; (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Note; or (c) be treated as a balloon payment which will be due and payable at the Note's maturity. This Mortgage also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. WARRANTY: DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Mortgagor warrants that (a) Mortgagor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth herein or in any title insurance policy, title report, or attorney's opinion issued in favor of, and accepted by Lender in connection with this Mortgage; and (b) Mortgagor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Mortgagor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Mortgagor's title or the interest of Lender under this Mortgage, Mortgagor shall defend the action at Mortgagor's expense. Mortgagor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Mortgagor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance with Laws. Mortgagor warrants that the Property and Mortgagor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. CONDEMNATION. The following provisions relating to proceedings in condemnation are a part of this Mortgage: Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees necessarily paid or incurred by Mortgagor or Lender in connection with the condemnation. Proceedings. If any proceeding in condemnation is filed, Mortgagor shall promptly notify Lender in writing, and Mortgagor shall promptly take such steps as may be necessary to defend the action and obtain the award. Mortgagor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Mortgagor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. ASSIGNMENT OF RENTS. As additional security for the payment of the Indebtedness, Mortgagor hereby absolutely assigns to Lender all Rents as defined above. Until the occurrence of an Event of Default, Mortgagor is granted a license to collect and retain the Rents; however, upon receipt from Lender of a notice that an Event of Default exists under this Mortgage, Lender may terminate Mortgagor's license, and then Lender, as Mortgagor's agent, may collect the Rents. In addition, if the Property is vacant, Lender may rent or lease the Property. Lender shall not be liable for its failure to rent the Property, to collect any rents, or to exercise diligence in any matter relating to the Rents; Lender shall be accountable only for Rents actually received. Lender neither has nor assumes any obligation as lessor or landlord with respect to any occupant of the Property. Rents so received shall be applied by Lender first to the remaining unpaid balance of the Indebtedness, in such order or manner as Lender shall elect, and the residue, if any, shall be paid to the person or persons legally entitled to the residue. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a security agreement to the extent any of the Property constitutes fixtures or other personal property, and Lender shall have all of the rights of a secured party under the Oklahoma Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Mortgagor shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender's security interest in the Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Mortgagor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Mortgagor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Mortgagor shall assemble the Personal Property in a manner and at a place reasonably convenient to Mortgagor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender. Addresses. The mailing addresses of Mortgagor (debtor) and Lender (secured party), from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Oklahoma Uniform Commercial Code), are as stated on the first page of this Mortgage. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Mortgagor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve: (a) the obligations of Borrower and Mortgagor under the Note, this Mortgage, and the Related Documents; and (b) the liens and security interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Mortgagor. Unless prohibited by law or agreed to the contrary by Lender in writing, Mortgagor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-in-Fact. If Mortgagor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Mortgagor and at Mortgagor's expense. For such purposes, Mortgagor hereby irrevocably appoints Lender as Mortgagor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Borrower pays all the Indebtedness when due, and if Mortgagor otherwise performs all the obligations imposed upon Mortgagor under this Mortgage, Lender shall execute and deliver to Mortgagor a release of this Mortgage lien and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Reasonable costs for preparation of such release and statements of termination together with any filing fees required by law shall be paid by Mortgagor, if permitted by applicable law. EVENTS OF DEFAULT. Each of the following events shall constitute a default. Default. Default in the timely payment of any installment of principal and interest of the Indebtedness or in the performance of any covenant or provision of any Related Document. Insolvency. Borrower, Mortgagor, or any Guarantor, shall: (a) execute an assignment for the benefit of creditors or take any action in furtherance thereof; or (b) admit in writing his inability to pay his debts generally as they become due; or (c) as a debtor, file a petition, case, proceeding, or other action pursuant to, or voluntarily seek the benefit or benefits of any debtor relief law or take any action in furtherance thereof; or (d) seek, acquiesce in, or suffer the appointment of a receiver, trustee, or custodian of Borrower, Mortgagor, any Guarantor, the Property, in whole or in part, or any significant portion of other property belonging to Borrower, Mortgagor or any Guarantor that affects performance of the Indebtedness; or (e) voluntarily become a party to any proceeding seeking to effect a suspension or having the effect of suspending any of the rights of Lender granted or referred to in the Related Documents or take any action in furtherance thereof. Bankruptcy. The filing of a petition, case, proceeding, or other action against Borrower, Mortgagor, or any Guarantor, as a debtor under any debtor relief law; or seeking appointment of a receiver, trustee, or custodian of Borrower, Mortgagor, or any Guarantor, or of any property described in the Related Documents or any part thereof, or of any significant portion of other property belonging to Borrower, Mortgagor or any Guarantor, that affects its ability to perform under the Indebtedness, or seeking to effect a suspension or having the effect of suspending any of the rights of Lender granted or referred to in the Related Documents, and: (a) Borrower, Mortgagor or any Guarantor admits, acquiesces in, or fails to contest the material allegations thereof; or (b) the petition, case, proceeding, or other action results in entry of an order for relief or order granting the relief sought against Borrower, Mortgagor or any Guarantor; or (c) the petition, case, proceeding, or other action is not permanently dismissed on or before the earliest of trial thereon or sixty (60) days next following the date of its filing. Breaches. The discovery by Lender that any warranty, covenant, or representation made to Lender by or on behalf of Borrower, Mortgagor or any Guarantor is false, misleading, erroneous, or breached in any material respect. A default shall not be an Event of Default if the default is cured within ten (10) days following the delivery of or the mailing of written notice from Beneficiary to Mortgagor's most current address as reflected in Beneficiary’s business records specifying the existence of any such default. If such default is not cured within the ten (10) day period, the default shall be an Event of Default without need of any further notice or action by Beneficiary. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default, and after giving any required statutory notice of default, including any notice required under the laws of the State of Oklahoma, at any time thereafter, Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender may declare the unpaid principal balance of the Indebtedness due and payable. In no event will Borrower be required to pay any unearned interest. Foreclosure. In the event Lender elects to foreclose this Mortgage, then Lender, at its option, may: (a) foreclose this Mortgage and sell the Property by a power of sale (which power of sale is hereby granted by Mortgagor to Lender) pursuant to the Oklahoma Power of Sale Mortgage Foreclosure Act or any successor statute (the "Power of Sale Act"); (b) foreclose this Mortgage by judicial proceeding; and/or (c) invoke any other remedies provided herein or in any other instrument evidencing, guaranteeing, or securing payment of the sums secured hereby by or otherwise provided by applicable law. Without limiting the generality of the foregoing, Lender shall be entitled to seek specific performance and/or injunctive relief (prohibitive or mandatory) with respect to the Mortgagor's covenants and agreements contained in this Mortgage and the other documents evidencing and securing the loan secured hereby, whether or not Lender elects to accelerate the sums secured hereby. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Oklahoma Uniform Commercial Code. Lender's Powers. Mortgagor hereby jointly and severally authorizes and empowers Lender to sell all or any portion of the Property together or in lots or parcels, as Lender may deem expedient, and to execute and deliver to the purchaser or purchasers of such Property good and sufficient deeds of conveyance of fee simple title, or of lesser estates, and bills of sale and assignments, with covenants of general warranty made on behalf of Mortgagor. In no event shall Lender be required to exhibit, present or display at any such sale any of the Property to be sold at such sale. The Lender making such sale shall receive the proceeds of the sale and shall apply the same as provided below. Payment of the purchase price to Lender shall satisfy the liability of the purchaser at any such sale of the Property, and such person shall not be bound to look after the application of the proceeds. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. If Mortgagor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Mortgagor, Mortgagor shall become a tenant at sufferance of Lender, or the purchaser of the Property and shall, at Lender's option, either: (a) pay a reasonable rental for the use of the Property; (b) vacate the Property immediately upon the demand of Lender; or (c) if such tenants refuse to surrender possession of the Property upon demand, the purchaser shall be entitled to institute and maintain the statutory action of forcible entry and detainer and procure a writ of possession thereunder, and Mortgagor expressly waives all damages sustained by reason thereof. Appraisement and Sale of the Property. To the extent permitted by applicable law, Mortgagor hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies, the Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Lender may convey all or any part of the Property to the highest bidder for cash with a general warranty binding Mortgagor, subject to prior liens and to other exceptions to the conveyance and warranty. Appraisement of the Property is hereby waived or not waived at Lender's option, which shall be exercised at the time judgment is entered in any foreclosure hereof or at any time prior thereto. The affidavit of any person having knowledge of the facts to the effect that proper notice as required by Oklahoma law was given shall be prima facie evidence of the fact that such notice was in fact given. Recitals and statements of fact in any notice or in any conveyance to the purchaser or purchasers of the Property in any foreclosure sale under this Mortgage shall be prima facie evidence of the truth of such facts, and all prerequisites and requirements necessary to the validity of any such sale shall be presumed to have been performed. Any sale under the powers granted by this Mortgage shall be a perpetual bar against Mortgagor, Mortgagor's heirs, successors, assigns and legal representatives. Proceeds. Lender shall pay the proceeds of any sale of the Property: (a) first, to the expenses of foreclosure, including reasonable fees or charges paid to the Lender, including but not limited to fees for enforcing the lien, posting for sale, selling, or releasing the Property; (b) then to Lender the full amount of the Indebtedness; (c) then to any amount required by law to be paid before payment to Mortgagor; and (d) the balance, if any, to Mortgagor. Waiver; Election of Remedies. A waiver by any party of a breach of a provision of this Mortgage shall not constitute a waiver of or prejudice that party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Mortgage, the Indebtedness, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Mortgagor under this Mortgage after failure of Mortgagor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness, be payable on demand and shall bear interest at the Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees whether or not there is a lawsuit, including attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, environmental assessments, appraisal fees, title insurance, and fees for the Lender to the extent permitted by applicable law. Mortgagor will also pay any court costs, in addition to all other sums provided by law. In the event of foreclosure of this Mortgage, Lender shall be entitled to recover from Mortgagor Lender's reasonable attorneys' fees and actual disbursements necessarily incurred by Lender in pursuing such foreclosure. POWERS AND OBLIGATIONS OF LENDER. The following provisions relating to the powers and obligations of Lender are part of this Mortgage. Powers of Lender. In addition to all powers of Lender arising as a matter of law, Lender shall have the power to take the following actions with respect to the Property upon the written request of Mortgagor: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Mortgage or the interest of Lender under this Mortgage. Obligations to Notify. Lender shall not be obligated to notify any other lienholder of the Property of the commencement of a foreclosure proceeding or of the commencement of any other action to which Lender may avail itself as a remedy, except to the extent required by applicable law or by written agreement. Foreclosure. In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Lender shall have the right to foreclose by notice and sale, and by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. NOTICES TO MORTGAGOR AND OTHER PARTIES. Any notice under this Mortgage shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified mail, postage prepaid, directed to the addresses shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Mortgagor agrees to keep Lender informed at all times of Mortgagor's current address. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Mortgage has been delivered to Lender and accepted by Lender in the State of Oklahoma. This Mortgage shall be governed by and construed in accordance with the laws of the State of Oklahoma and applicable Federal laws. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Limitation of Interest. All agreements between Borrower and Lender are expressly limited so that in no contingency or event whatsoever whether by reason of advancement of the proceeds of the Indebtedness, acceleration of maturity of the Indebtedness hereof, or otherwise, shall the amount paid or agreed to be paid to the Lender for the use, forbearance, or detention of the money to be advanced hereunder exceed the highest rate permissible under the laws of the State of Oklahoma and of the United States, (to the extent not preempted by Federal law, if any) and any subsequent revisions repeals, or judicial interpretations thereof, to the extent any of same are applicable hereto and thereto. If, from any circumstance whatsoever, fulfillment of any provisions hereof or of the Indebtedness or any other agreement referred to herein or therein shall, at the time fulfillment of such provision be due, involve transcending the limit of validity prescribed by law that a court of competent jurisdiction may deem applicable hereto, then ipso facto the obligations to be fulfilled shall be reduced to the limit of such validity, and if from any circumstance the Lender shall ever receive as interest an amount which would be excessive interest, it shall: (a) be applied to the reduction of the unpaid principal balance of the Indebtedness; or (b) be refunded to Borrower and not to the payment of interest. It is further agreed, without limitation of the foregoing, that all calculations of the rate of interest contracted for, charged, or received on the Indebtedness evidenced or secured hereby that are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by applicable law, by amortizing, prorating, allocating, and spreading throughout the full stated term of the Indebtedness so that such rate of interest on account of such Indebtedness, as so calculated, is uniform throughout the term thereof. This provision shall control every other provision of all agreements between Borrower, Mortgagor and the Lender. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Multiple Parties. All obligations of Mortgagor under this Mortgage shall be joint and several, and all references to Mortgagor shall mean each and every Mortgagor. This means that each of the persons signing below is responsible for all obligations in this Mortgage. Where any one or more of the parties are corporations or partnerships, it is not necessary for Lender to inquire into the powers of any of the parties or of the officers, directors, partners, or agents acting or purporting to act on their behalf. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provisions shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Mortgage in all other respects shall remain valid and enforceable. Successors and Assigns. Subject to the limitations stated in this Mortgage on transfer of Mortgagor's interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Mortgagor, Lender, without notice to Mortgagor, may deal with Mortgagor's successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Mortgagor from the obligations of this Mortgage or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Mortgage. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Mortgage (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Mortgage shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between Lender and Mortgagor, shall constitute a waiver of any of Lender's rights or any of Mortgagor's obligations as to any future transactions. Whenever consent by Lender is required in this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. JURY TRIAL WAIVER. IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THIS CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ADDITIONAL PROVISIONS: The Loan secured by this lien was made under a United States Small Business Administration (SBA) nationwide program which uses tax dollars to assist small business owners. If the United States is seeking to enforce this document, then under SBA regulations: (a) When SBA is the holder of the Note, this document and all documents evidencing or securing this Loan will be construed in accordance with federal law. (b) Lender or SBA may use local or state procedures for purposes such as filing papers, recording documents, giving notice, foreclosing liens; and other purposes. By using these procedures, SBA does not waive any federal immunity from local or state control, penalty, tax or liability. No Borrower or Guarantor may claim or assert against SBA any local or state law to deny any obligation of Borrower, or defeat any claim of SBA with respect to this Loan. Any clause in this document requiring arbitration is not enforceable when SBA is the holder of the Note secured by this instrument. MORTGAGOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND MORTGAGOR AGREES TO ITS TERMS. EXECUTED effective the 24 day of July, 2020. MORTGAGOR: JEFF B. ST. CLAIR TRUST BY: Jeff B Clau JEFF B. ST. CLAIR, Trustee STATE OF Oklahoma COUNTY OF Carter This instrument was acknowledged before me on this 24th day of July, 2020, by JEFF B. ST. CLAIR, Trustee of JEFF B. ST. CLAIR TRUST dated March 29, 2002, on behalf of said trust. LINDSEY C. MORALES NOTARY PUBLIC STATE OF OKLAHOMA #13004089 EXP. 04/29/21 William David Keese, P.C. 1400 West Main Street Durant, Oklahoma 74701 AFTER RECORDING RETURN TO: First United Bank and Trust Company Attention: Bridgette Silva 1517 Centre Place Drive, Suite 240 Denton, Texas 76205 EXHIBIT "A" The South 21 feet of Lot Five (5) and the North 74 feet of Lot Six (6), Block Two (2), AMENDED HORNE SUBDIVISION, Carter County, Oklahoma, according to the recorded plat thereof. NOT AN OFFICIAL COPY MODIFICATION AGREEMENT ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company 127 West Main Street Ardmore, Oklahoma 73401 (hereinafter called "Borrower") FIRST UNITED BANK AND TRUST COMPANY 1400 West Main Street Durant, Oklahoma 74701 (hereinafter called "Lender") STATE OF OKLAHOMA COUNTY OF CARTER KNOW ALL MEN BY THESE PRESENTS: THIS AGREEMENT (herein so called) is made and entered into as of the 27th day of February, 2021, by and between Lender and Borrower. WITNESSETH: WHEREAS, Borrower executed and delivered to Lender that Note dated July 24, 2020, in the original principal sum of $1,031,200.00 issued pursuant to Small Business Administration Loan No. 42258870-10 (the "Note") which is currently held by Lender; and WHEREAS, the Note is secured by a lien conveyed in a Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents dated July 24, 2020 recorded in Book 6909, Page 50 of the Official Public Records of Carter County, Oklahoma (the "Mortgage") covering the real property (the "Property") owned by Borrower, more fully described as follows: The South 107 feet of Lot Seventeen (17), Block Three Hundred Twenty Six (326), in the City of Ardmore, Carter County, Oklahoma, according to the recorded plat thereof, more particularly described as follows: Beginning at the Southwest corner of said Lot 17, Block 326; thence N0°10'46"W along the West Block line 107.00 feet; thence N88°32'01"E along a line parallel with the North line of Lot 17, a distance of 50.5 feet; thence S0°27'05"E, 107.82 feet to a point on the South Block line; thence S89°27'47"W along the South Block line 51.00 feet to the point of beginning. WHEREAS, the Note is secured by a lien conveyed in a Mortgage dated July 24, 2020 recorded in Book 6909, Page 69 of the Official Public Records of Carter County, Oklahoma (the "Initial Pledged Mortgage") covering the real property (the "Initial Pledged Property") owned by JEFF B. ST. CLAIR TRUST (the "Initial Pledger"), more fully described as follows: The South 21 feet of Lot Five (5) and the North 74 feet of Lot Six (6), Block Two (2), AMENDED HORNE SUBDIVISION, Carter County, Oklahoma, according to the recorded plat thereof. WHEREAS, the Note is secured by a lien conveyed in a Mortgage dated of even date herewith recorded in the Official Public Records of Carter County, Oklahoma (the "New Pledged Mortgage") covering the real property (the "Pledged Property") owned by JEFF B. ST. CLAIR and wife, KRISTINA ST. CLAIR (the “New Pledgors”), more fully described as follows: Lot Twenty-Six (26), Block Five (5), CROSSROADS ADDITION NO. 3 to Ardmore, Carter County, Oklahoma, according to the recorded plat thereof. WHEREAS, the Mortgage and any additional security securing the Note are collectively referred to as the "Security Documents"; WHEREAS, the Mortgage, the Initial Pledged Mortgage and the New Pledged Mortgage are hereinafter referred to as the “Mortgage”; WHEREAS, the Property, the Initial Pledged Property and the New Pledged Property as hereinafter referred to as the ‘Property’; and WHEREAS, the Borrower has requested and Lender has agreed to amend and modify the Note and Security Documents. NOW THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00) and the exchange of other good and valuable consideration paid by each of the parties to the other, the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower AGREE AS FOLLOWS: 1. Acknowledgment of Outstanding Balance. The outstanding principal balance of the Note as of the date hereof is $684,012.25. 2. Increase of Loan Amount. The loan amount of the Note is hereby amended and increased to $1,231,200.00, which sum Borrower promises to pay Lender. All references in the Security Documents to the Note are hereby amended to reference the Note amount of $$1,231,200.00. Guarantors, by their execution hereof, acknowledge and agree that the Unlimited Guarantee Agreements described above, executed by each Guarantor, are hereby modified and amended to secure and guaranty all indebtedness due and owing upon the Note. 3. Maturity Date. The Maturity Date of the Note shall remain July 24, 2040 as provided in the Note. 4. Required Payments. Section 3 of the Note, entitled "Payment Terms", is hereby modified and amended to read as follows: The interest rate on this Note will fluctuate. The initial interest rate is 6.25% per year. This initial rate is the Prime Rate in effect on the first business day of the month in which SBA received the loan application, plus 1.50%. The initial interest rate must remain in effect until the first change period begins unless changed in accordance with SOP 50 10. Borrower must pay a total of 6 payments of interest only on the disbursed principal balance beginning one month from the month this Note is dated and every month thereafter; payments must be made on the fifth calendar day in the months they are due. Borrower must pay principal and interest payments of $9,115.60 every month, beginning seven months from the month this Note is dated; payments must be made on the fifth calendar day in the months they are due. Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. The interest rate will be adjusted every 3 years (the "change period") beginning August 1, 2023 (date of first rate adjustment). The "Prime Rate" is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or the first day of the month in which any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up. The adjusted interest rate will be 1.50% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change. The interest rate identified in the Note may not be changed during the life of the Loan unless changed in accordance with SOP 50 10. The interest rate adjustment period may only be changed in accordance with SOP 50 10. Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of the note. If SBA purchases the guaranteed portion of the unpaid principal balance, the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default. If there is no uncured payment default, the rate becomes fixed at the rate in effect at the time of purchase. 5. Ratification of Security Documents. Borrower and Lender further agree that the liens, assignments and security interests created by the Security Documents shall continue and carry forward until the Note and all indebtedness evidenced thereby is paid in full. Borrower further agrees that Lender is the holder of the Note and the Security Documents and that such liens, assignments and security interests are hereby ratified and affirmed as valid and subsisting against the Property, and that this Agreement shall in no manner vitiate, affect or impair the Note or the Security Documents (except as expressly modified in this Agreement), and that such liens, assignments, and security interests shall not in any manner be waived, released, altered or modified until the Note and all other obligations secured by the Security Documents (including any and all subsequent renewals and extensions) have been paid in full. 6. Release of Claims. Borrower hereby RELEASES, RELINQUISHES and forever DISCHARGES Lender, its agents, officers, directors, employees and representatives of and from any and all claims, demands, actions and causes of action of any and every kind or character, whether known or unknown, present or future, which Borrower may have against Lender, its agents, officers, directors, employees and representatives arising out of or with respect to any and all transactions relating to the Note and the Security Documents occurring prior to the date hereof. 7. Miscellaneous. (a) Except as modified hereby, all terms and provisions of the Note and Security Documents remain unchanged, are expressly ratified and shall continue in full force and effect, and Borrower acknowledges and affirms Borrower's liability to Lender thereunder. In the event of an inconsistency between this Agreement and the terms of the Note and/or Security Documents, this Agreement shall govern. (b) Borrower hereby agrees to pay all costs and expenses incurred by Lender in connection with the execution and administration of this Agreement, the reinstatement and modification of the Note and/or Security Documents, and any other documents executed in connection herewith. (c) Any default by Borrower in the performance of its obligations herein contained shall constitute a default under the Note and Security Documents, and shall allow Lender to exercise any or all of its remedies set forth in the Note and Security Documents or at law or in equity. (d) Lender does not, by its execution of this Agreement, waive any rights it may have against any person not a party hereto. (e) This Agreement may be executed in multiple counterparts, each of which shall constitute an original instrument, but all of which shall constitute one and the same Agreement. (f) Borrower agrees that this Agreement and all of the covenants and agreements contained herein shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon each of their respective heirs, executors, legal representatives, successors and permitted assigns. 8. No Oral Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 9. Special Provisions. The Loan secured by this lien was made under a United States Small Business Administration (SBA) nationwide program which uses tax dollars to assist small business owners. If the United States is seeking to enforce this document, then under SBA regulations: (a) When SBA is the holder of the Note, this document and all documents evidencing or securing this Loan will be construed in accordance with federal law. (b) Lender or SBA may use local or state procedures for purposes such as filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using these procedures, SBA does not waive any federal immunity from local or state control, penalty, tax or liability. No Borrower or Guarantor may claim or assert against SBA any local or state law to deny any obligation of Borrower, or defeat any claim of SBA with respect to this Loan. Any clause in this document requiring arbitration is not enforceable when SBA is the holder of the Note secured by this instrument. LENDER: FIRST UNITED BANK AND TRUST COMPANY BY: [signature] NAME: Eric J. Velaque TITLE: Market President BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company BY: Jeff B. St Clair JEFF B. ST. CLAIR, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST BY: Jeff B. St Clair JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: Jeff B. St Clair JEFF B. ST. CLAIR Kristina S. Clair KRISTINA ST. CLAIR ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on this 27 day of February, 2021, by Eric Higlin of FIRST UNITED BANK AND TRUST COMPANY, on behalf of said FIRST UNITED BANK AND TRUST COMPANY. STATE OF TX COUNTY OF Cooke This instrument was acknowledged before me on this 27 day of February, 2021, by JEFF B. ST. CLAIR, individually, as Manager of ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company, on behalf of said limited liability company and as Trustee of JEFF B. ST. CLAIR TRUST, on behalf of said Trust. STATE OF TX COUNTY OF Cooke This instrument was acknowledged before me on this 27 day of February, 2021, by KRISTINA ST. CLAIR. AFTER RECORDING RETURN TO: First United Bank and Trust Company Attention: Heather Taylor 1517 Centre Place Drive, Suite 240 Denton, Texas 76205 PREPARED IN THE LAW OFFICE OF: William David Keese, P.C. 1400 West Main Street Durant, Oklahoma 74701 6401 South Custer Road McKinney, TX 75070 NOT AN OFFICIAL COPY VIEW ADDITIONAL LAND RECORDS AT OKCOUNTYRECORDS.COM MODIFICATION OF PROMISSORY NOTE SBA Loan # 42258870-10 FUB Loan # 403029713 SBA Loan Name: St. Clair Holdings, LLC DBA Sunset Grill Borrower: St. Clair Holdings, LLC WHEREAS, heretofore and under date of July 24, 2020, St. Clair Holdings, LLC, (hereinafter called "Borrower"), made, executed and delivered to First United Bank and Trust Company, one certain U.S. Small Business Administration Note (the "Note"), in the original principal amount of $1,031,200, WHEREAS the Note documents have been previously modified and amended by: (i) that certain Modification Agreement executed by Borrower and Guarantors dated February 27, 2021; (ii) that certain Modification Agreement executed by Borrower and Guarantors dated July 7, 2021 (collectively prior modifications), payable in monthly principal and interest payments, due on the 5th of each month, with interest at the rate therein provided, final maturity of said Note being July 24, 2040; and, WHEREAS, it is mutually desirable, beneficial and agreeable to the parties hereto that the term of the Note be modified and amended as hereinafter set out; NOW THEREFORE, in consideration of the mutual benefits inuring to each other, it is understood and agreed, by and between the parties hereto, that the terms and conditions of Borrower's Note, as above described, are hereby modified as follows: Effective 5/1/2023, Full Principal and Interest Payments will be deferred for three (3) months payments due on May 5, 2023, June 5, 2023, and July 5, 2023. Borrower must pay principal and interest payments of $11,985.22 every month, beginning on August 5, 2023; payments must be made on the fifth calendar day in the months they are due. Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. The Loan will also be re-amortizing after every calendar quarter starting on 10/1/2023. The interest rate will be adjusted every 3 years (the "change period") beginning 08/01/2023 (date of first rate adjustment). The "Prime Rate" is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or the first day of the month in which any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up. The adjusted interest rate will be 1.50% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change. The interest rate identified in the Note may not be changed during the life of the Loan unless changed in accordance with SOP 50 10. The interest rate adjustment period may only be changed in accordance with SOP 50 10. Lender must adjust the payment amount at least annually as needed to amortize principal over the remaining term of the note. It is further understood and agreed that all other terms, conditions, and covenants of the aforesaid Note, not otherwise modified hereby, shall be and remain the same, and that this Agreement, when executed by the parties hereto, shall be incorporated into and become part of the original Note, and shall have the same force and effect as if the terms and conditions hereof were originally incorporated in the Note, prior to its execution. All other documents which have been executed in connection with the Note shall remain in full force and effect, and shall not be affected by this Modification of Promissory Note. IN WITNESS WHEREOF, this agreement is executed by the undersigned parties effective as of the ___th of July 2023. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company By: _____________________________ Jeff B. St. Clair, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST By: _____________________________ JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: By: _____________________________ JEFF B. ST. CLAIR By: _____________________________ KRISTINA ST. CLAIR ACCEPTED BY: First United Bank and Trust Company By: _____________________________ Name Title THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. MODIFICATION OF PROMISSORY NOTE SBA Loan # 42258870-10 FUB Loan # 403029713 SBA Loan Name: St. Clair Holdings, LLC DBA Sunset Grill Borrower: St. Clair Holdings, LLC WHEREAS, heretofore and under date of July 24, 2020, St. Clair Holdings, LLC, (hereinafter called "Borrower"), made, executed and delivered to First United Bank and Trust Company, one certain U.S. Small Business Administration Note (the "Note"), in the original principal amount of $1,031,200, WHEREAS the Note documents have been previously modified and amended by: (i) that certain Modification Agreement executed by Borrower and Guarantors dated February 27, 2021; (ii) that certain Modification Agreement executed by Borrower and Guarantors dated July 7, 2021; (iii) that certain Modification Agreement executed by Borrower and Guarantors dated July 31, 2023 (collectively prior modifications), payable in monthly principal and interest payments, due on the 5th of each month, with interest at the rate therein provided, final maturity of said Note being July 24, 2040; and, WHEREAS, it is mutually desirable, beneficial and agreeable to the parties hereto that the term of the Note be modified and amended as hereinafter set out; NOW THEREFORE, in consideration of the mutual benefits inuring to each other, it is understood and agreed, by and between the parties hereto, that the terms and conditions of Borrower's Note, as above described, are hereby modified as follows: Effective 10/1/2024, Full Principal and Interest Payments will be deferred for three (3) months payments due on October 5, 2024, November 5, 2024, and December 5, 2024. Borrower must pay principal and interest payments of $12,212.93 every month, beginning on January 5, 2025; payments must be made on the fifth calendar day in the months they are due. Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. The Loan will also be re-amortizing after every calendar quarter starting on 4/1/2025. The interest rate will be adjusted every 3 years (the "change period") beginning 08/01/2026 (date of first rate adjustment). The "Prime Rate" is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or the first day of the month in which any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up. The adjusted interest rate will be 1.50% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change. The interest rate identified in the Note may not be changed during the life of the Loan unless changed in accordance with SOP 50 10. The interest rate adjustment period may only be changed in accordance with SOP 50 10. It is further understood and agreed that all other terms, conditions, and covenants of the aforesaid Note, not otherwise modified hereby, shall be and remain the same, and that this Agreement, when executed by the parties hereto, shall be incorporated into and become part of the original Note, and shall have the same force and effect as if the terms and conditions hereof were originally incorporated in the Note, prior to its execution. All other documents which have been executed in connection with the Note shall remain in full force and effect, and shall not be affected by this Modification of Promissory Note. IN WITNESS WHEREOF, this agreement is executed by the undersigned parties effective as of the ___th of December 2024. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company By: ________________________________ Jeff B. St. Clair, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST By: ________________________________ JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: By: ________________________________ JEFF B. ST. CLAIR By: ________________________________ KRISTINA ST. CLAIR ACCEPTED BY: First United Bank and Trust Company By: ________________________________ Name Eric J Holquin Title SVP/CBP THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company By: Jeff B. St Claire Jeff B. St. Clair, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST By: Jeff B. St Claire JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: By: Jeff B. St Claire JEFF B. ST. CLAIR By: Kristina St. Clair KRISTINA ST. CLAIR ACCEPTED BY: First United Bank and Trust Company By: Eric J Holquin Name: Eric J Holquin Title: SVP/CBP MODIFICATION OF PROMISSORY NOTE SBA Loan # 42258870-10 FUB Loan # 403029713 SBA Loan Name: St. Clair Holdings, LLC DBA Sunset Grill Borrower: St. Clair Holdings, LLC WHEREAS, heretofore and under date of July 24, 2020, St. Clair Holdings, LLC, (hereinafter called "Borrower"), made, executed and delivered to First United Bank and Trust Company, one certain U.S. Small Business Administration Note (the "Note"), in the original principal amount of $1,031,200. WHEREAS the Note documents have been previously modified and amended by: (i) that certain Modification Agreement executed by Borrower and Guarantors dated February 27, 2021; (ii) that certain Modification Agreement executed by Borrower and Guarantors dated July 7, 2021; (iii) that certain Modification Agreement executed by Borrower and Guarantors dated July 31, 2023; (iv) that certain Modification Agreement executed by Borrower and Guarantors dated December 9, 2024 (collectively prior modifications), payable in monthly principal and interest payments. due on the 5th of each month, with interest at the rate therein provided. final maturity of said Note being July 24, 2040; and, WHEREAS, it is mutually desirable, beneficial and agreeable to the parties hereto that the term of the Note be modified and amended as hereinafter set out: NOW THEREFORE, in consideration of the mutual benefits inuring to each other, it is understood and agreed, by and between the parties hereto, that the terms and conditions of Borrower's Note, as above described, are hereby modified as follows: Effective 1/1/2025, Full Principal and Interest Payments will be deferred for three (3) months payments due on January 5, 2025, February 5, 2025, and March 5, 2025. Borrower must pay principal and interest payments of $12,945.36 every month, beginning on January 5, 2025; payments must be made on the fifth calendar day in the months they are due. Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. The Loan will also be re-amortizing after every calendar quarter starting on 7/1/2025. The interest rate will be adjusted every 3 years (the "change period") beginning 08/01/2026 (date of first rate adjustment). The "Prime Rate" is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or the first day of the month in which any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up. The adjusted interest rate will be 1.50% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change. The interest rate identified in the Note may not be changed during the life of the Loan unless changed in accordance with SOP 50 10. The interest rate adjustment period may only be changed in accordance with SOP 50 10. It is further understood and agreed that all other terms, conditions, and covenants of the aforesaid Note, not otherwise modified hereby, shall be and remain the same, and that this Agreement, when executed by the parties hereto, shall be incorporated into and become part of the original Note, and shall have the same force and effect as if the terms and conditions hereof were originally incorporated in the Note, prior to its execution. All other documents which have been executed in connection with the Note shall remain in full force and effect, and shall not be affected by this Modification of Promissory Note. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company By: Jeff St Clair Jeff B. St. Clair, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST By: Jeff St Clair JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: By: Jeff St Clair JEFF B. ST. CLAIR By: Kristina St Clair KRISTINA ST. CLAIR ACCEPTED BY: First United Bank and Trust Company By: [Signature] Name Title IN WITNESS WHEREOF, this agreement is executed by the undersigned parties effective as of the 22nd of February 2025. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company By: ____________________________ Jeff B. St. Clair, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST By: ____________________________ JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: By: ____________________________ JEFF B. ST. CLAIR By: ____________________________ KRISTINA ST. CLAIR ACCEPTED BY: First United Bank and Trust Company By: ____________________________ Name Title THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. MODIFICATION OF PROMISSORY NOTE SBA Loan # 42258870-10 FUB Loan # 403029713 SBA Loan Name: St. Clair Holdings, LLC DBA Sunset Grill Borrower: St. Clair Holdings, LLC WHEREAS, heretofore and under date of July 24, 2020, St. Clair Holdings, LLC, (hereinafter called "Borrower"), made, executed and delivered to First United Bank and Trust Company, one certain U.S. Small Business Administration Note (the "Note"), in the original principal amount of $1,031,200. WHEREAS the Note documents have been previously modified and amended by: (i) that certain Modification Agreement executed by Borrower and Guarantors dated February 27, 2021; (ii) that certain Modification Agreement executed by Borrower and Guarantors dated July 7, 2021; (iii) that certain Modification Agreement executed by Borrower and Guarantors dated July 31, 2023; (iv) that certain Modification Agreement executed by Borrower and Guarantors dated December 9, 2024; Modification Agreement executed by Borrower and Guarantors dated February 28, 2025; (collectively prior modifications), payable in monthly principal and interest payments, due on the 5th of each month, with interest at the rate therein provided, final maturity of said Note being July 24, 2040; and, WHEREAS, it is mutually desirable, beneficial and agreeable to the parties hereto that the term of the Note be modified and amended as hereinafter set out; NOW THEREFORE, in consideration of the mutual benefits inuring to each other, it is understood and agreed, by and between the parties hereto, that the terms and conditions of Borrower's Note, as above described, are hereby modified as follows: Effective 4/1/2025, Full Principal and Interest Payments will be deferred for three (3) months payments due on April 5, 2025, May 5, 2025, and June 5, 2025. Borrower must pay principal and interest payments of $13,351.28 every month, beginning on July 5, 2025; payments must be made on the fifth calendar day in the months they are due. Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. The Loan will also be re-amortizing after every calendar quarter starting on 10/1/2025. The interest rate will be adjusted every 3 years (the "change period") beginning 08/01/2026 (date of first rate adjustment). The "Prime Rate" is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or the first day of the month in which any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up. The adjusted interest rate will be 1.50% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change. The interest rate identified in the Note may not be changed during the life of the Loan unless changed in accordance with SOP 50 10. The interest rate adjustment period may only be changed in accordance with SOP 50 10. It is further understood and agreed that all other terms, conditions, and covenants of the aforesaid Note, not otherwise modified hereby, shall be and remain the same, and that this Agreement, when executed by the parties hereto, shall be incorporated into and become part of the original Note, and shall have the same force and effect as if the terms and conditions hereof were originally incorporated in the Note, prior to its execution. All other documents which have been executed in connection with the Note shall remain in full force and effect, and shall not be affected by this Modification of Promissory Note. IN WITNESS WHEREOF, this agreement is executed by the undersigned parties effective as of the 21th of May 2025. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company By: Jeff B. St. Clair, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST By: JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: By: JEFF B. ST. CLAIR By: KRISTINA ST. CLAIR ACCEPTED BY: First United Bank and Trust Company By: Name Title THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company By: [signature] Jeff B. St. Clair, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST By: [signature] JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: By: [signature] JEFF B. ST. CLAIR By: [signature] KRISTINA ST. CLAIR ACCEPTED BY: First United Bank and Trust Company By: [signature] Name Title MODIFICATION OF PROMISSORY NOTE SBA Loan # 42258870-10 FUB Loan # 403029713 SBA Loan Name: St. Clair Holdings, LLC DBA Sunset Grill Borrower: St. Clair Holdings, LLC WHEREAS, heretofore and under date of July 24, 2020, St. Clair Holdings, LLC, (hereinafter called "Borrower"), made, executed and delivered to First United Bank and Trust Company, one certain U.S. Small Business Administration Note (the "Note"), in the original principal amount of $1,031,200, WHEREAS the Note documents have been previously modified and amended by: (i) that certain Modification Agreement executed by Borrower and Guarantors dated February 27, 2021; (ii) that certain Modification Agreement executed by Borrower and Guarantors dated July 7, 2021; (iii) that certain Modification Agreement executed by Borrower and Guarantors dated July 31, 2023; (iv) that certain Modification Agreement executed by Borrower and Guarantors dated December 9, 2024; (v) Modification Agreement executed by Borrower and Guarantors dated February 28, 2025; (vi) Modification Agreement executed by Borrower and Guarantors dated May 19, 2025; (collectively prior modifications), payable in monthly principal and interest payments, due on the 5th of each month, with interest at the rate therein provided, final maturity of said Note being July 24, 2040; and, WHEREAS, it is mutually desirable, beneficial and agreeable to the parties hereto that the term of the Note be modified and amended as hereinafter set out; NOW THEREFORE, in consideration of the mutual benefits inuring to each other, it is understood and agreed, by and between the parties hereto, that the terms and conditions of Borrower's Note, as above described, are hereby modified as follows: Effective 7/1/2025, Full Principal and Interest Payments will be deferred for three (3) months payments due on July 5, 2025, August 5, 2025, and September 5, 2025. Borrower must pay principal and interest payments of $13,485.89 every month, beginning on October 5, 2025; payments must be made on the fifth calendar day in the months they are due. Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal. The Loan will also be re-amortizing after every calendar quarter starting on 1/1/2026. The interest rate will be adjusted every 3 years (the "change period") beginning 08/01/2026 (date of first rate adjustment). The "Prime Rate" is the Prime Rate in effect on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application, or the first day of the month in which any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being rounded up. The adjusted interest rate will be 1.50% above the Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective on that day whether or not Lender gives Borrower notice of the change. The interest rate identified in the Note may not be changed during the life of the Loan unless changed in accordance with SOP 50 10. The interest rate adjustment period may only be changed in accordance with SOP 50 10. It is further understood and agreed that all other terms, conditions, and covenants of the aforesaid Note, not otherwise modified hereby, shall be and remain the same, and that this Agreement, when executed by the parties hereto, shall be incorporated into and become part of the original Note, and shall have the same force and effect as if the terms and conditions hereof were originally incorporated in the Note, prior to its execution. All other documents which have been executed in connection with the Note shall remain in full force and effect, and shall not be affected by this Modification of Promissory Note. IN WITNESS WHEREOF, this agreement is executed by the undersigned parties effective as of the ___th of July 2025. BORROWER: ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company By: [signature] Jeff B. St. Clair, Manager INITIAL PLEDGOR: JEFF B. ST. CLAIR TRUST By: [signature] JEFF B. ST. CLAIR, Trustee NEW PLEDGORS: By: [signature] JEFF B. ST. CLAIR By: [signature] KRISTINA ST. CLAIR ACCEPTED BY: First United Bank and Trust Company By: [signature] /s/ Name ______________________ Title __________________ THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. COMMERCIAL MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE (ALSO CALLED THE "LENDER" HEREIN) TO TAKE THE MORTGAGED PROPERTY (ALSO CALLED THE "PROPERTY" HEREBY) AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON A DEFAULT BY THE MORTGAGOR (ALSO CALLED THE "BORROWER" HEREIN) UNDER THIS MORTGAGE. JEFF B. ST. CLAIR and wife, KRISTINA ST. CLAIR 821 Virginia Lane Ardmore, Oklahoma 73401 (hereinafter called "Mortgagor") FIRST UNITED BANK AND TRUST COMPANY 1400 West Main Street Durant, Oklahoma 74701 (hereinafter called "Lender") This COMMERCIAL MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS (the "Mortgage") is made as of the 27th day of February, 2021, between the Mortgagor and Lender as mortgagee. DEFINITIONS. The following words shall have the following meanings when used in this Mortgage. Terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Oklahoma Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Borrower. The word "Borrower" means ST. CLAIR HOLDINGS, LLC, an Oklahoma limited liability company. Construction Mortgage This is a construction mortgage. The proceeds of the loan evidenced by the Note will be disbursed by Lender pursuant to the Loan Agreement. The proceeds of the Note will be disbursed to Lender pursuant to the Loan Agreement. All advances and disbursements arising and accruing pursuant to the Loan Agreement from time-to-time, whether or not the total amount thereof may exceed the face amount of the Note, shall be secured hereby to the same extent as though advanced in full on even date herewith. Fixtures. The word "Fixtures" means all building material, machinery, apparatus, equipment, fittings, fixtures and personal property of every kind and nature whatsoever, now in, part of, affixed to, delivered to or used in connection with the buildings and improvements on the Real Property, or hereafter acquired by the Mortgagor and hereafter placed in, affixed to, delivered to or used in connection which such buildings and improvements or any buildings hereinafter constructed or placed upon the Real Property or any part thereof, including, but without limiting the generality of the foregoing, all engines, furnaces, boilers, stokers, pumps, heaters, tanks, dynamos, transformers, motors, generators, fans, blowers, vents, switchboards, electrical equipment, heating, plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning apparatus, water, gas and electrical fixtures, elevators, mail conveyors, escalators, drapes, carpets, shades, awnings, screens, radiators, partitions, ducts, shafts, pipes, conduits, lines and facilities of whatsoever nature for air, gas, water, steam, electricity, waste sewage and for other utilities, services and uses, compressors, vacuum cleaning systems, call systems, fire prevention and extinguishing apparatus, kitchen equipment, cafeteria equipment, all of which to the extent permitted by law are hereby understood and agreed to be part and parcel of the Real Property and improvements thereon and appropriated to the use and operation of the Real Property and said improvements, and whether affixed or annexed or not, shall for the purposes of this Mortgage be deemed constructively to be real estate and conveyed hereby, excluding, however, readily movable trade fixtures not used or acquired for use in connection with the operation of any such building or any part thereof; readily movable office furniture, furnishings and equipment not so used or acquired for use, and consumable supplies, whether or not affixed or annexed, that have been or that may hereafter be placed in any building constructed upon the Real Property or any part thereof. Guarantor. The word "Guarantor" (individually and/or collectively, as the context may require) means those persons, firms or entities, if any, designated as Guarantor in the Related Documents. Guaranty. The word "Guaranty" (individually and/or collectively, as the context may require) means that or those instruments of guaranty, if any, now or hereafter in effect, from Guarantor to Lender guaranteeing the repayment of all or any part of the Indebtedness. Improvements. The word "Improvements" means and includes without limitation all existing and future improvements, fixtures, buildings, structures, mobile homes affixed on the Real Property, facilities, additions and other construction on the Real Property. Indebtedness. The word "Indebtedness" means: (a) the Note; (b) all principal and earned interest and other sums required to be paid pursuant to the Note, this Mortgage, and any other instruments related thereto; (c) all sums advanced or costs or expenses incurred by Lender (whether by Lender directly or on Lender's behalf by the Lender) which are made or incurred pursuant to or allowed by the terms of this instrument, plus interest thereon at the same rate as provided in the Note from the date paid until reimbursed; (d) other and additional notes, debts, obligations, and liabilities of any kind and character of Borrower or Mortgagor, now or hereafter existing in favor of Lender regardless of whether such notes, debts, obligations, and liabilities be direct or indirect, primary or secondary, joint, several or joint and several, fixed or contingent and regardless of whether such present or future notes, debts, obligations, and liabilities may, prior to their acquisition by Lender, be or have been payable to or be or have been in favor of some other person or have been acquired by Lender in a transaction with one other than Lender, together with any and all renewals, and extensions of such notes, debts, obligations, and liabilities, or any part thereof; and (e) all renewals and extensions of the above whether or not Borrower or Mortgagor executes any renewal or extension agreement. Mortgage. The words "Mortgage" mean this Mortgage among Mortgagor and Lender, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Note. The word "Note" means the note dated July 24, 2020, in the principal amount of One Million Thirty-One Thousand Two Hundred and 00/100 Dollars ($1,031,200.00), from Borrower to Lender, being thereafter amended, restated and increased to the principal amount of One Million Two Hundred Thirty-One Thousand Two Hundred and 00/100 Dollars ($1,231,200.00), together with all renewals, extensions, modifications, refinancings, and substitutions for the Note. The Note will mature on July 24, 2040. The principal amount of the Note attributable to this Mortgage for mortgage registration tax purposes is $1,200,000.00. Personal Property. The words "Personal Property" mean all equipment, and other articles of personal property now or hereafter owned by Mortgagor, and now or hereafter attached or affixed to the Real Property, and such other personal property as may be described in this Mortgage; together with all accessions, parts, additions to, replacements of, and substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property (also called the "Mortgaged Property"). Real Property. The real property located in Carter County, Oklahoma described in Exhibit "A" attached hereto and made a part hereof for all purposes, together with all tenements, hereditaments, rights and appurtenances now or hereafter belonging thereto, including, without limitation, any adjacent land or easements rights or appurtenances acquired or created for the benefit of the Real Property after the date hereof. SUBJECT TO all conditions, covenants, restrictions, reservations and easements that appear of record. The Real Property address is commonly known as 821 Virginia Lane, Ardmore, Oklahoma 73401. Related Documents. The words "Related Documents" mean and include without limitation all credit agreements, loan agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, bonuses, production payments, royalties, profits, and other benefits derived from the Property. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Mortgagor does hereby mortgage, pledge, grant, convey and assign to Lender, with power of sale, the Property to secure to Lender the payment of the Indebtedness and all amounts secured by this Mortgage as they become due and except as otherwise provided, Mortgagor shall strictly and in a timely manner, perform all of Mortgagor's obligations under the Indebtedness and this Mortgage. MORTGAGOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND MORTGAGOR AGREES TO ITS TERMS. EXECUTED effective the 27th day of February, 2021. MORTGAGOR: JEFF B. ST. CLAIR KRISTINA ST. CLAIR STATE OF Texas COUNTY OF Cooke This instrument was acknowledged before me on this 27th day of February, 2021, by JEFF B. ST. CLAIR. APRIL WRIGHT Notary ID #132268268 My Commission Expires December 2, 2023 NOTARY PUBLIC-STATE OF TX STATE OF Texas COUNTY OF Cooke This instrument was acknowledged before me on this 27th day of February, 2021, by KRISTINA ST. CLAIR. APRIL WRIGHT Notary ID #132268268 My Commission Expires December 2, 2023 NOTARY PUBLIC-STATE OF TX AFTER RECORDING RETURN TO: First United Bank and Trust Company Attention: Heather Taylor 1517 Centre Place Drive, Suite 240 Denton, Texas 76205 PREPARED IN THE LAW OFFICE OF: William David Keese, P.C. 1400 West Main Street Durant, Oklahoma 74701 NOT AN OFFICIAL COPY EXHIBIT "A" Lot Twenty-Six (26), Block Five (5), CROSSROADS ADDITION NO. 3 to Ardmore, Carter County, Oklahoma, according to the recorded plat thereof. NOT AN OFFICIAL COPY VIEW ADDITIONALLAND RECORDS AT OKCOUNTYRECORDS.COM