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MAYES COUNTY • CJ-2020-00046

BANCFIRST, SUCCESSOR BY MERGER TO FIRST BANK & TRUST COMPANY v. WESLEY K. WILSON and TERRIE L. WILSON

Filed: Feb 20, 2020
Type: CJ

What's This Case About?

Let’s be real: the most insane thing about this case isn’t that a bank is trying to foreclose on a mortgage. That happens every day. No, the wildest part is that we’re watching a foreclosure saga unfold over a mobile home on less than four acres of rural Oklahoma land—and the whole thing reads like a real estate thriller written by someone who really, really loves legal jargon and metes and bounds descriptions. BancFirst is suing to foreclose on a $52,000 mortgage from 2008… and somehow, 12 years later, we’re still here, deep in the weeds of partial releases, tracts of land measured in feet and degrees, and a manufactured home from 1991 that’s probably seen more drama than your average Netflix limited series.

Meet Wesley K. Wilson and Terrie L. Wilson—two individuals who, back in August 2008, signed on the dotted line for a $52,819.54 loan with First Bank & Trust Company (which later became BancFirst, because mergers happen and banks love legacy names). They were married at the time, and they were borrowing the money to, according to the loan paperwork, either improve their home or consolidate debt—two of the most “adulting” reasons to take on a mortgage. The collateral? A plot of land in Mayes County, Oklahoma—specifically, the west half of the southeast quarter of the southwest quarter of Section 33. (Yes, that’s a real way to describe property. No, we don’t know how to pronounce it either.) Oh, and a 1991 Oak Creek manufactured home, serial number OCO5924220 A&B 1080, because apparently even mobile homes get love letters from the bank.

The loan came with an 8.5% interest rate, monthly payments of $520.29, and a final payoff date of August 7, 2023—meaning this was supposed to be a 15-year ride. But somewhere around September 2019, the Wilsons stopped making payments. Not a blip. Not a late fee. A full-on, radio-silence default. And not just on the mortgage—on the entire agreement. Taxes? Probably unpaid. Insurance? Likely lapsed. The bank sent a notice. They waited 30 days. Nothing. So BancFirst did what banks do when you ghost them: they hit the nuclear button. They accelerated the debt, declared the full balance due, and filed for foreclosure in January 2020.

Now, here’s where it gets extra. The bank didn’t just sue the Wilsons. Oh no. They also sued “Occupants at 1664 West 650 Road.” Why? Because they don’t know who’s living there. This isn’t a typo. BancFirst literally admits in the filing: “Plaintiff does not know, and with due diligence is unable to ascertain the true and correct name(s) of the individual(s) occupying the real property.” So they’re suing… the ghosts in the mobile home. It’s like a legal version of “To Whom It May Concern,” except with more potential for eviction. And yes, the address is real. You can look it up. It’s rural Oklahoma, population: probably chickens and one very confused family wondering why their landlord is being sued by a bank.

The property in question has already been whittled down over the years. In 2009 and 2011, BancFirst filed partial releases of the mortgage, carving off chunks of land—first a half-quarter here, then a 2.83-acre strip there, plus a weirdly specific triangular parcel defined by asphalt roads and compass bearings. The kind of description that makes you wonder if the surveyor was just messing around. So what’s left? A diminished but still legally binding parcel of land, still attached to that 1991 mobile home, which is apparently considered “fixtures” under the mortgage. That means the house is part of the real estate, not just personal property. So if the bank sells the land, the mobile home goes with it. Like a sad, silver-sided wedding gift.

So why are they in court? Simple: BancFirst wants its money. Or, more accurately, it wants the property. The original loan was for over $52,000. But by the time the suit was filed, the amount claimed was $35,100.96—plus interest, late fees, attorney’s fees, and costs. Wait, less than the original loan? Yes. Because the Wilsons had paid down part of the principal over 11 years. But because they defaulted, the bank is now entitled to demand the entire remaining balance, plus penalties. And under Oklahoma law, when you sign a mortgage with a “power of sale” clause (which this one has), the bank doesn’t even need a judge to sell your house. They can just… do it. But since this is a judicial foreclosure, they’re going the full court route, probably to ensure all claims—especially against the mystery occupants—are wiped out.

What does BancFirst want? A judgment for $35,100.96, plus interest at 8% from January 2020 onward, late fees, attorney’s fees (which could be 15% of the balance, per the mortgage—yikes), and the right to sell the property at auction. Is $35k a lot for a mobile home and a few acres in Mayes County? Well, the average home price in Chouteau is around $150k, but this isn’t a home—it’s a manufactured house on a fraction of a section of land. And a 1991 model at that. So yes, $35k is a lot. Especially since the bank already released over half the original land. The Wilsons likely owe more than the property is worth. This is what’s known in the biz as being “underwater.”

Our take? The most absurd part of this case isn’t the foreclosure. It’s the precision with which the bank is defending its claim. We’re talking about a debt from 2008, partial releases in 2009 and 2011, and a 2020 lawsuit that includes five exhibits, metes and bounds descriptions that sound like GPS coordinates from a treasure map, and a security agreement on a mobile home older than some college freshmen. All this… for a property that may not even be worth the debt. And yet, BancFirst is out here like a hawk, protecting its lien like it’s guarding the crown jewels.

We’re also low-key rooting for the “Occupants at 1664 West 650 Road.” Are they the Wilsons, just hiding behind a legal technicality? Relatives? Squatters? A family of raccoons with excellent credit? We may never know. But whoever they are, they’re now legally named defendants in a foreclosure case. And that’s a story they’ll be telling at dinner parties for years.

Bottom line: this is what happens when small-town debt meets big-bank procedure. It’s not glamorous. It’s not violent. But it’s real. And it’s playing out in courtrooms across America, one 30-year-old mobile home at a time. We’re entertainers, not lawyers—but even we know this one’s going to end with a gavel, a sale, and someone sleeping under the stars.

Case Overview

$35,102 Demand Petition
Jurisdiction
District Court, Oklahoma
Relief Sought
Claims
# Cause of Action Description
1 Foreclosure Plaintiff seeks to foreclose on a mortgage and recover unpaid principal and interest

Petition Text

12,960 words
IN THE DISTRICT COURT IN AND FOR MAYES COUNTY STATE OF OKLAHOMA BANCFIRST, SUCCESSOR BY MERGER TO FIRST BANK & TRUST COMPANY, Plaintiff, v. WESLEY K. WILSON, a single person; and TERRIE L. WILSON, a single person; and Occupants at 1664 West 650 Road, Chouteau, OK, 74337, Defendants. Case No. CJ-2020-16 PETITION IN FORECLOSURE THIS IS AN ATTEMPT TO COLLECT A DEBT, AND ANY INFORMATION OBTAINED MAY BE USED FOR THAT PURPOSE. COMES NOW the Plaintiff and for its cause of action against the Defendants above named, alleges and states: 1. That the Plaintiff, BANCFIRST, SUCCESSOR BY MERGER TO FIRST BANK & TRUST COMPANY is a state banking association, duly organized, existing and authorized to bring this action. That the Defendants, WESLEY K. WILSON, TERRIE L. WILSON are single persons. 2. Plaintiff does not know, and with due diligence is unable to ascertain the true and correct name(s) of the individual(s) occupying the real property, described above, known by its location and address as 1664 West 650 Road, Chouteau, OK, 74337, and therefore sues said individual(s) as Occupant(s) of the Premises. That said individual(s) are made Defendant(s) herein to foreclose any right, title or interest which they may have or claim to have in and to the real estate or premises herein sued upon by reason of their occupancy of the subject property described above. Any right, title or interest said Occupant(s) of the Premises, may be claiming is subsequent, junior and inferior to the mortgage lien of the Plaintiff. 3. That on the 7th day of August, 2008, the Defendants, WESLEY K. WILSON and TERRIE L. WILSON, for a good and valuable consideration, made, executed and delivered to the Plaintiff, hereinafter sometimes referred to as Mortgagee, their promissory note, for value received, for the principal sum of $52,819.54, with interest at a rate of 8.5% per annum on the unpaid balance until paid, payable in monthly interest installments and to continue until the entire indebtedness is paid in full. A true copy of said note is hereto attached, marked Exhibit "A" and made a part hereof. 4. That as a part of the same transaction, and to secure the payment of said note and the indebtedness represented thereby, said maker, then the owner of the real estate hereinafter described, made, executed, and delivered to said Mortgagee their real estate mortgage in writing and therein and thereby mortgaged and conveyed to said Mortgagee the following described real estate situated in Mayes County, State of Oklahoma, to-wit: W½ of SE¼ of SW¼ of Section 33, Township 19 North, Range 19 East of the Indian Base and Meridian, Mayes County, State of Oklahoma with the buildings and improvements and the appurtenances, hereditaments and all other rights thereunto appertaining or belonging, and all fixtures then or thereafter attached or used in connection with said premises. That said mortgage was duly executed and acknowledged according to law, the mortgage tax duly paid thereof and was on the 29th day of August, 2008, filed in the office of the County Clerk of Mayes County, Oklahoma, and therein recorded in Book 1132 at Pages 54-55, which mortgage with endorsements thereon and the record thereof is incorporated herein by reference thereto as provided by law. A true copy of said mortgage is hereto attached, marked Exhibit "B" and made a part hereof. That the Plaintiff has filed a Partial Release of Mortgage to release the following on the 28th day of August, 2009, filed in the office of the County Clerk of Mayes County, Oklahoma, and therein recorded in Book 1156 at Page 203. A true copy of said Partial Release of Mortgage is hereto attached, marked Exhibit "C" and made a part hereof and is described as follows to-wit: The East Half of the Southwest Quarter of the Southeast Quarter of the Southwest Quarter (E1/2 SW1/4 SE1/4 SW1/4) of Section Thirty-three (33), Township Nineteen (19) North, Range Nineteen (19) East of the Indian Base and Meridian, Mayes County, State of Oklahoma. That the Plaintiff has filed a Partial Release of Mortgage to release the following on the 24th day of January, 2011, filed in the office of the County Clerk of Mayes County, Oklahoma, and therein recorded in Book 1189 at Pages 387-388. A true copy of said Partial Release of Mortgage is hereto attached, marked Exhibit "D" and made a part hereof and is described as follows to-wit: The North 371.90 feet of the West Half of the West Half of the Southeast Quarter of the Southwest Quarter (W1/2 W1/2 SE1/4 SW1/4) of Section Thirty-three (33), Township Nineteen (19) North, Range Nineteen (19) East of the Indian Base and Meridian, Mayes County, State of Oklahoma. AND All that part lying South of the road in the West Half of the West Half of the Southeast Quarter of the Southwest Quarter (W½ W½ SE¼ SW¼) of Section Thirty-three (33), Township Nineteen (19) North, Range Nineteen (19) East of the Indian Base and Meridian, Mayes County, State of Oklahoma, more particularly described as follows, to-wit: Commencing at the Southeast corner of the Southwest Quarter; Thence South 88°58'16" West for a distance of 994.44 feet to the point of beginning; Thence continuing South 88°58'16" West for a distance of 331.48 feet; Thence North 01°24'41" West for a distance of 216.06 feet to the centerline of an asphalt road; Thence South 70°20'18" East along said road for a distance of 355.23 feet; Thence South 01°24'43" East for a distance of 90.36 feet to the point of beginning. 5. That after said Partial Releases of Mortgages by the Plaintiff, the Plaintiff's Mortgage now includes and is now foreclosing on the following described property to-wit: The West Half the Southeast Quarter of the Southwest Quarter (W½ SE¼ SW¼) of Section Thirty-three (33), Township Nineteen (19) North, Range Nineteen (19) East of the Indian Base and Meridian, Mayes County, State of Oklahoma, LESS AND EXCEPT the three tracts of land more particularly described as follows, to-wit: The East Half of the Southwest Quarter of the Southeast Quarter of the Southwest Quarter (E½ SW¼ SE¼ SW¼) of Section Thirty-three (33), Township Nineteen (19) North, Range Nineteen (19) East of the Indian Base and Meridian, Mayes County, State of Oklahoma. The North 371.90 feet of the West Half of the West Half of the Southeast Quarter of the Southwest Quarter (W½ W½ SE¼ SW¼) of Section Thirty-three (33), Township Nineteen (19) North, Range Nineteen (19) East of the Indian Base and Meridian, Mayes County, State of Oklahoma. AND All that part lying South of the road in the West Half of the West Half of the Southeast Quarter of the Southwest Quarter (W1/2 W1/2 SE1/4 SW1/4) of Section Thirty-three (33), Township Nineteen (19) North, Range Nineteen (19) East of the Indian Base and Meridian, Mayes County, State of Oklahoma, more particularly described as follows, to-wit: Commencing at the Southeast corner of the Southwest Quarter; Thence South 88°58'16" West for a distance of 994.44 feet to the point of beginning; Thence continuing South 88°58'16" West for a distance of 331.48 feet; Thence North 01°24'41" West for a distance of 216.06 feet to the centerline of an asphalt road; Thence South 70°20'18" East along said road for a distance of 355.23 feet; Thence South 01°24'43" East for a distance of 90.36 feet to the point of beginning. 5. That as a part of the same transaction, and to secure the payment of said note and the indebtedness represented thereby, said maker, then the owner of the real estate hereinafter described, made, executed, and delivered to said Mortgagee their Security Agreement on August 7, 2008, including a 1991 Oak Creek Manufactured Home S/N# OCO5924220 A&B 1080 will al lfixtures, accessions, and accessories contained therein or attached thereto. Said Manufactures homes is attached to said real property. A true copy of said Security Agreement is hereto attached, marked Exhibit "E" and made a part thereof. 6. Said mortgage provides that in addition to and together with the monthly payments of principal and interest as provided in said note, the mortgagors will pay the installments of taxes, special assessments, fire and other hazard insurance premiums relating to said property and said mortgage. 7. That said note and mortgage provide that if default be made in the payment of any of the note when due, and if such default is not made good on or before thirty (30) days from the date notice of such default is mailed to borrower, or on failure or neglect to keep or perform any of the other conditions and covenants of the mortgage, that the entire principal sum and accrued interest, together with all other sums secured by said mortgage, shall at once become due and payable, without further demand or notice at the option of the holder thereof, and the holder shall be entitled to foreclose said mortgage and recover the unpaid amount of the principal of said note, the unpaid interest thereof and all expenditures of the Mortgagee made there under, with interest thereof, and to have said premises sold and the proceeds applied to the payment of the indebtedness secured thereby, together with all legal and necessary expenses and all costs. 8. That default has been made upon said note and mortgage in that the note was not paid when it became due and that said note and mortgage have been in constant default since the 7th day of September, 2019. That Plaintiff has mailed notice of said default to the Defendants as required by said note and mortgage. That said Defendants have failed, for over thirty (30) days, after the mailing of such notice, to cure said default, and Plaintiff has thereof accelerated all sums due under said note and mortgage. 9. That preliminary to the bringing of this action, and as a necessary expense thereof, this Plaintiff caused the abstract of title to be extended and certified to date, which costs are to be reimbursed by the Borrower under the terms of the mortgage. 10. That said note and mortgage provide that in case of a foreclosure of said mortgage, the makers will pay a reasonable attorney's fee, and that the same shall be a further charge and lien on said premises. 11. That said note provides that the makers shall pay to the note holder a late charge of five percent (5.0%) of any monthly installment not received by the note holder within fifteen days after the installment is due. 12. That after allowing all just credits, there is due to Plaintiff on said note and mortgage the sum of $35,100.96 with 8.0% interest per annum ($7.140946448) thereon from the 7th day of January, 2020, until paid; late charges of five percent (5%) of any monthly installment not received by the note holder within fifteen (15) days after the installment is due; and a reasonable attorney's fee, for which amounts said mortgage is a first, prior and superior lien upon the real estate and premises above described. 13. That said mortgage specifically provides that appraisement of the said premises is expressly waived or not waived at the option of the mortgagee, and that such option is to be exercised at the time judgment is rendered in any foreclosure thereof. 14. The Plaintiff has complied with all of the terms, conditions, and provisions of said note and mortgage, and is duly empowered to bring this suit. 15. NOTICE OF RIGHT TO DEBT VALIDATION: In accordance with the Fair Debt Collection Practices Act, Title 15 U.S.C.A. §1692(g), if applicable, unless the person or entity responsible for the payment of the above debt, within thirty (30) days after receipt of this notice, disputes the validity of the debt, or any portion thereof, the debt will be assumed to be valid; and if said person or entity notifies the undersigned attorney for Plaintiff in writing within said thirty (30) day period that the debt, or any portion thereof, is disputed, said attorney will obtain verification of the debt and a copy of such verification will be mailed to said person or entity by the undersigned attorney for Plaintiff; and upon written request by you within the thirty (30) day period, the undersigned attorney for Plaintiff will provide the name and address of the original creditor, if different from the current creditor. WHEREFORE, Plaintiff prays for judgment in-rem against all of the Defendants and judgment in-personam against the Defendants, WESLEY K. WILSON and TERRIE L. WILSON, for the sum of $35,100.96 with 8.0% interest per annum ($7.140946448) thereon from the 7th day of January, 2020, until paid, abstracting expenses, late charges of five percent (5%) of any monthly installment not received by the note holder within fifteen (15) days after the installment is due, any amounts which Plaintiff may be required to advance for payment of taxes, insurance or preservation of the subject property, a reasonable attorney's fee, together with all costs of this action. That all of said Defendants be required to appear and set forth any right, title, claim, or interest which they have, or may have, in and to said real estate and premises, which he in any way claims is prior or superior to the mortgage and lien of this Plaintiff; and That all right, title and interest of said Defendants, if any, in and to said real estate, be adjudged subject, junior and inferior to the mortgage lien and judgment of this Plaintiff, and that upon confirmation of such sale, the Defendants herein, and all persons claiming by, through or under them since the commencement of this action, be forever barred, foreclosed and enjoined from asserting or claiming any right, title interest estate or equity of redemption in or to said premises, or any part thereof; That said mortgage be foreclosed and that same be declared a valid first, prior and superior lien upon the real estate hereinbefore described, for and in the amounts above set forth, and ordering said real estate and premises sold, with or without appraisement, as the Plaintiff shall elect at the time judgment is rendered herein, as provided in said mortgage and by law, subject to any unpaid taxes, if any, to satisfy said judgment, and that the proceeds arising there from be applied to the payment of the costs herein, and the payment and satisfaction of the judgment, mortgage and lien of this Plaintiff, and that the surplus, if any, be paid into court to abide the further order of the Court, and that this Plaintiff have such other and further relief as may be just and equitable. Respectfully Submitted RICHARD LOY GRAY, JR., OBA #16839 Attorney for Plaintiff Richard L. Gray & Associates, P.C. 322 East Cherokee Wagoner, OK 74467 (918) 485-2889 Telephone (918) 485-3263 Facsimile [email protected] PROMISSORY NOTE - Fixed or Variable Rate - Real Estate - Residential/Consumer DEBTORS' NAMES Wesley K. Wilson and Terrie L. Wilson FIRST BANK & TRUST COMPANY 111 S. CASAVER AVE WAGONER, OK 74467 1664 W. 650 Rd., Chouteau, OK 74337-5661 NOTE NUMBER: 90367 Maturity Date: 08/07/2023 Principal Amount: $52,819.54 Customer Number: 110189 Officer: 103 Social Security/TIN Number: [Redacted] MAXIMUM PER ANNUM INTEREST RATE CHANGE: Annually 2.000% MINIMUM ANNUAL PERCENTAGE RATE: 5.750% MAXIMUM ANNUAL PERCENTAGE RATE: 18.500% [CHECKED] VARIABLE INTEREST RATE INDEX PRESENT INDEX RATE: 2.500% (Monthly Avg. Yield on US Securities adj. to Constant Maturity of 1 yr. rounded to the nearest 1/4%) MARGIN OVER/UNDER INDEX: 6.000% INITIAL PER ANNUM RATE: 8.500% NEW LOAN #87070 #87936 #89171 #89391 RENEWAL OF LOAN NUMBER(S): FULLY ADVANCED MULTIPLE ADVANCES COLLATERAL DESCRIPTION: 1st Mtg.-1664 W 650 Road, Chouteau OK 74337 & 1991 Oak Creek Mobile Home PURPOSE OF LOAN: Home Improvements/Debt Consolidation 06-140-3-Y-26 Demand or in absence of demand; Based on the initial interest rate information provided in this Note principal and interest are repayable in 179 installment payments consisting of principal and interest, in the initial amount of $520.29 each, commencing on September 07, 2008 and continuing monthly thereafter, and one (1) final installment payment consisting of the full amount of the principal and all accrued interest remaining due and payable on August 07, 2023. The actual installment amounts due under this Note may vary with future changes in the Index Rate. EFFECTIVE DATE OF FIRST RATE CHANGE: 08/07/2009, Next Payment Change date: 09/07/2009. PROMISE TO PAY: For value received, the undersigned Debtor, whether one or more, and jointly and severally if more than one, agrees to the terms of this Note and hereby promises to pay to the order of FIRST BANK & TRUST COMPANY, the Principal Amount of this Note and all specified finance charges or other charges payable hereunder, together with interest at the per annum rate(s) stated above and according to the payment terms stated above. Depending on the box checked above, interest on this Note is calculated either on a compounding basis every year has 360 days and every month has 30 days (Act/360) or on the actual number of days elapsed on a 360 day year (Actual/360) or a 365 day year (Actual/365). All specified finance charges are earned when imposed and are not subject to rebate. Refinements or modifications for purposes of computing interest and determining the date principal and interest payments are received, all payments will be deemed made only when received in cash. Payments are applied first to accrued and unpaid interest and other charges, and then to payment of the unpaid principal balance. In this Note, "Debtor" includes any party liable under this Note, including endorsers, co-makers, guarantors and otherwise, and "Lender" includes all subsequent holders. VARIABLE RATE: If this is a Variable Rate transaction as indicated above, the interest rate shall vary from time to time with increases (whether increases or decreases) in the Index Rate shown above, and such changes effective on the same date the Index Rate changes unless a different effective date is indicated above. If the Index Rate is Lender's base prime rate as set forth by Lender in its sole discretion, primarily on a basis costs of funds, is not necessarily the interest rate Lender is charging its customers, and is not necessarily fixed, if the rate below the Minimum Rate or above the Maximum Rate shown above or in any modification to this note shown above. Except as otherwise stated above, no restrictions exist on changes in the Index or interest rate. If a rate becomes less than the minimum rate allowed by law, or the rate set forth above, whichever is less, either before or after Maturity. ALL PRINCIPALS: All Debtors shall each be regarded as a principal and each Debtor is the party to this Note, with Lender's approval and by notice to any other party, may come on to this new this Note or consent to one or more extensions or deferments of the Maturity Date or any term(s) or to any other modification(s), and all Debtors shall be liable in same manner as on the original note. ADVANCEMENT: If the Fully Advanced box is checked, then the Debtor acknowledges that the entire Principal Amount has been advanced to the Debtor or for Debtor's account or benefit. If the Multiple Advances box is selected, the Debtor understands that the Lender will disburse the proceeds of this Note in increments, up to the Principal Amount, but that even if the Debtor prepays, the Debtor has no right to reborrow any amounts disbursed. The balance that the Debtor owes on this Note is the aggregate of all such disbursements, less any payments of principal made by Debtor. Interest will accrue only on the actual amount of principal disbursed and outstanding from time to time. Any advances or advances the Lender makes to the Debtor or for the Debtor's account or benefit are presumable to be made under the terms of this Note. The Lender may make advances under this Note at the oral or written request of the Debtor or any person designated or authorized in writing by the Debtor until the Debtor revokes such designation or authorization. If in writing received by the Lender, provided that the Lender has the right, but is not obligated, to receive such written authorization from the Debtor prior to honoring any oral request. Unless otherwise agreed in writing, Lender has not made a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a commitment to make any advances and has sole discretion to make or not make a 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and has sole discretion to make or not make a commitment to make any advances REAL ESTATE MORTGAGE WITH POWER OF SALE (INDIVIDUAL - CONSUMER) KNOW ALL PERSONS BY THESE PRESENTS that: Wesley K. Wilson and Terrie L. Wilson, Husband and Wife (called "Mortgagor," whether one or more) mortgages to: FIRST BANK & TRUST COMPANY, 111 S. CASAVER AVE, WAGONER, OK 74467 (called "Mortgagee," whether one or more and which term shall be construed to include Mortgagee's successors and assigns) the following described real estate and premises located in MAYES County, State of Oklahoma: W1/2 of SE1/4 of SW1/4 of Section 33, Township 19 North, Range 19 East of the Indian Base and Meridian, Mayes County, State of Oklahoma. Property Address: 1664 W 650 Road, Chouteau, OK 74337 with all the buildings and other improvements located or constructed on the real estate, all fixtures, personal property used on or in, and appurtenances to the real estate (collectively referred to as the "Mortgaged Property"). This mortgage creates a security interest in the Mortgaged Property and like kind future property from the time this Mortgage is granted. Mortgagor warrants the title to the Mortgaged Property. This Mortgage is given by Mortgagor to Mortgagee to secure the full payment and performance of the indebtedness evidenced by the following described promissory Note(s) (the "Note," whether one or more) and any modifications, renewals or substitutions of the Note, as well as any other amounts owing to Mortgagee under the terms of this Mortgage (collectively, the "Debt"): Promissory note dated 08/07/2008., in the name of Wesley K. Wilson and Terrie L. Wilson, with note number of 90357, in the amount of $52,819.54, with a maturity date of 08/07/2023. Mortgagor further agrees (a) to pay and discharge all taxes and assessments on the Mortgaged Property before they become delinquent; (b) to keep all the Mortgaged Property insured under policies which are acceptable to, and for the benefit of, Mortgagee; (c) to cure all title defects or clouds on or claims against Mortgagor's title which may arise or be discovered; (d) to keep the Mortgaged Property in good condition and repair, and to repair or replace any damaged or destroyed Mortgaged Property; and (e) to discharge any levies, liens, attachments, or other claims which may be asserted against the Mortgaged Property. Mortgagor also agrees with respect to the Mortgaged Property to comply with all environmental laws and regulations now in force or later promulgated and to disclose to Mortgagee upon request all information regarding the environmental status of the Mortgaged Property. Mortgagee grants Mortgagee the right to acquire additional environmental information regarding the Mortgaged Property. Mortgagee also grants Mortgagee or its agents a license to enter onto the Mortgaged Property and inspect it for any reason and further agrees to indemnify Mortgagee for any liability associated with the Mortgaged Property. The discovery of undisclosed environmental hazards on the Mortgaged Property may at the option of Mortgagee be considered an Event of Default under this Mortgage. If the Mortgaged Property is Mortgagor's homestead and a Mortgagor is the spouse of another Mortgagor or the Borrower identified in the Note but is not obligated under the Note and is only signing this Mortgage to satisfy the requirements of Title 16 Okla. Stat. § 4 (which requires a spouse to sign a mortgage on homestead property), then such Mortgagee is not obligated under the provisions of the immediately preceding paragraph and is only signing this Mortgage to convey his or her interest in the Mortgaged Property. If Mortgagor fails to fulfill the agreements in the Mortgage, Mortgagee may purchase insurance or pay taxes, assessments or other liens and appropriate sums to protect the Mortgaged Property, and shall have a lien secured by this Mortgage for the amount of those sums with interest at the rate on the Note secured by this Mortgage except as otherwise provided in the Note. If Mortgagee is required to first give Mortgagor notice, notice mailed or delivered at least 5 days before action is taken will be considered reasonable. Mortgagor confers on mortgagee or his attorney or agent the power to sell the Mortgaged Property and the interests of all persons in it in the manner provided in the Oklahoma Power of Sale Mortgage Foreclosure Act (Title 46 Okla. Stat.§ 40 et seq.). On the occurrence of an Event of Default (as described in this Mortgage), Mortgagee may, at its option, accelerate payment of the Debt and all other indebtedness secured by this Mortgage so that all the Debt shall be immediately due and payable and may either exercise the Power of Sale or foreclose this Mortgage in a judicial foreclosure. The following are considered "Events of Default:" (a) any default in payment of the Debt or performance under the Note; (b) Mortgagor fails to perform any covenant or agreement contained in this Mortgage or in any other indebtedness, obligation or agreement of the Mortgagor to Mortgagee or to another; (c) Mortgagor sells, conveys, transfers, hypothecates, or in any other manner ceases to be the owner, or in possession of all or any portion of or interest in the Mortgaged Property, except as agreed to by Mortgagee in writing or as permitted under applicable law; or (d) Mortgagee believes the prospect of payment under the Note is impaired or the Mortgaged Property is in jeopardy. Subject to the provisions of the Oklahoma Power of Sale Mortgage Foreclosure Act, Mortgagee may accelerate payment of the Debt for the reasons stated in this Mortgage without notice to, or demand on, Mortgagor. As often as any action may be taken to foreclose this Mortgage or to exercise rights under the Power of Sale Mortgage Foreclosure Act, Mortgagor agrees to pay to Mortgagee an attorney's fee of 15% of the amount due or the actual amount of the attorney's fee, whichever is greater, in addition to other sums due, all of which shall be secured by this Mortgage except as otherwise provided in the Note. (Continued on reverse side hereof) SIGNATURE(S) AND ACKNOWLEDGMENT On Reverse Side Hereof If there is a foreclosure of this Mortgage other than by Power of Sale, Mortgagor waives appraisement of the Mortgaged Property, unless Mortgagee seeks an appraisal. Appraisal shall be at Mortgagee's sole option, to be declared when the petition to foreclose is filed or when judgment is taken. Mortgagor understands and agrees that on Mortgagor's default, a court may grant specific performance of Mortgagor's agreements in this Mortgage, and Mortgagee will have the right to take possession of the Mortgaged Property by appointing a receiver as allowed by Title 12 Okla. Stat. § 1551.2(c) which authorizes appointment when a condition of a mortgage has not been performed and the mortgage provides for appointment of a receiver. The court may also appoint a receiver on any other ground specified in Title 12 Okla. Stat. § 1551. "A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE." SIGNATURE(S) OF MORTGAGOR(S): Signed and Delivered on this Date: Date: 08/07/2008 Wesley K. Wilson Terrie L. Wilson STATE OF OKLAHOMA COUNTY OF WAGONER } SS. The foregoing instrument was acknowledged before me on this _____7th______ day of ______August_________2008 by Wesley K. Wilson and Terrie L. Wilson, Husband and Wife. SHERI GREENE #03012476 EXPIRED 10/09/09 STATE OF OKLAHOMA NOTARY PUBLIC My Commission Expires: 10/06/01 DATED: 8-7-08 FILED: 8-29-08 @ 11:19 A.M. BOOK: 1132 PAGE: 54 © Copyright 02/85 American Bank Systems, Inc. Form 05 0717 1 Loan # 90357 PARTIAL RELEASE OF MORTGAGE ☒ INDIVIDUAL FULL RELEASE OF MORTGAGE ☐ CORPORATION ☐ PARTNERSHIP IN CONSIDERATION of the discharge of the indebtedness secured by the mortgage described below (the "Mortgage"), or if a partial release the consideration agreed upon by the parties, the Undersigned Mortgagee or Assignee does by this document release to the extent set forth below that mortgage made by: Wesley K. Wilson and Terrie L. Wilson, Husband and Wife to: First Bank & Trust Company, 111 S. Casaver Ave, Wagoner, OK 74467 whch Mortgage is dated and recorded as follows: Date County and State of Recording Document Number Book Number Page Number(s) 08/07/2008 MAYES, OK 1132 054-055 covering the real estate in above stated county and described as follows: W1/2 of SE1/4 of SW1/4 of Section 33, Township 19 North, Range 19 East of the Indian Base and Meridian, Mayes County, State of Oklahoma. Property Address: 1664 W 650 Road, Chouteau, OK 74337 This release is of all the described real estate if a full release, and if a partial release of that part described as follows: The E1/2 of the SW1/4 of the SE1/4 of the SW1/4 of the Section 33, Township 19 North, Range 19 East of the Indian Base and Meridian, Mayes County, State of Oklahoma SIGNATURE(S) Signed and Delivered on this Date: First Bank & Trust Company 111 S. Casaver Ave PO Box 427 Wagoner, OK 74477 Date: 08/25/2009 Mark S. Amstutz, Sr. Vice President ACKNOWLEDGMENT FOR AN INDIVIDUAL ACTING IN HIS OR HER OWN RIGHT or REPRESENTING A CORPORATION, PARTNERSHIP, LLC, etc. STATE OF OKLAHOMA COUNTY OF WAGONER } SS. The foregoing instrument was acknowledged before me on this 25th _____ day of August ___________ 2009 _____ by Mark S. Amstutz, Sr. Vice President of First Bank & Trust Company, an Oklahoma corporation, on behalf of the corporation. My Commission Expires: 10/06/2011 Sheri Greene NOTARY PUBLIC -1996-633605 01/24/2011 1:32 pm Book 1189 Page(s) 0387-0388 Fee: $15.00 Doc: $0.00 Rita Littlefield - Mayes County Clerk State of Oklahoma Loan #03387 [ ] PARTIAL RELEASE OF MORTGAGE [X] INDIVIDUAL [ ] FULL RELEASE OF MORTGAGE [X] CORPORATION [ ] PARTNERSHIP WHEN RECORDED RETURN TO FIRST BANK & TRUST COMPANY PO BOX 427 WAGONER, OK 74477 IN CONSIDERATION of the discharge of the indebtedness secured by the mortgage described below (the "Mortgage"), or if a partial release the consideration agreed upon by the parties, the Undersigned Mortgagee or Assignee does by this document release to the extent set forth below that mortgage made by: Wesley K. Wilson and Terrie L. Wilson, Husband and Wife to: First Bank & Trust Company, 111 S. Casaver Ave, Wagoner, OK 74467 which Mortgage is dated and recorded as follows: <table> <tr> <th>Date</th> <th>County and State of Recording</th> <th>Document Number</th> <th>Book Number</th> <th>Page Number(s)</th> </tr> <tr> <td>08/07/2008</td> <td>MAYES, OK</td> <td>1132</td> <td></td> <td>054-055</td> </tr> </table> covering the real estate in above stated county and described as follows: W1/2 of SE1/4 of SW1/4 of Section 33, Township 19 North, Range 19 East of the Indian Base and Meridian, Mayes County, State of Oklahoma. <LESS> The E1/2 of the SW1/4 of the SE1/4 of the SW1/4 of the Section 33, Township 19 North, Range 19 East of the Indian Base and Meridian, Mayes County, State of Oklahoma Property Address: 1664 W 650 Road, Chouteau, OK 74337 This release is of all the described real estate if a full release, and if a partial release of that part described as follows: SEE ATTACHED EXHIBIT Signed and Delivered on this Date: First Bank & Trust Company 111 S. Casaver Ave PO Box 427 Wagoner, OK 74477 Date: 01/21/2011 Mark S. Amatutz, Sr. Vice-President STATE OF OKLAHOMA ss. COUNTY OF WAGONER The foregoing instrument was acknowledged before me on this 21st day of January 2011 by Mark S. Amatutz, Sr. Vice-President of First Bank & Trust Company, an Oklahoma corporation, on behalf of the corporation. Sheri Greene My Commission Expires: 10/06/2011 Sheri Greene NOTARY PUBLIC 109 Dusty Ashill EXHIBIT Loan# 90357 DATE: 01/21/2011 DEBTOR/GRANTOR'S NAME(S): Wesley K. Wilson and Terrie L. Wilson LENDEr'S NAME AND ADDRESS: FIRST BANK & TRUST COMPANY 111 S. CASAVER AVE WAGONER, OK 74467 1564 W. 850 Rd. Chouteau, OK 74337-5661 THIS EXHIBIT ATTACHES TO, AND IT AND THE PROVISIONS DESCRIBED BELOW, BECOME A PERMANENT PART OF THAT PARTIAL RELEASE OF MORTGAGE DATED 01/21/2011 BETWEEN THE ABOVE REFERENCED LENDER AND DEBTOR/GANTOR. THE NORTH 371.90 FEET OF THE W1/2 OF THE W1/2 OF THE SE1/4 OF THE SW1/4 OF SECTION 33, T19N, R19E OF THE I.B.&M., MAYES COUNTY, STATE OF OKLAHOMA, CONTAINING 2.83 ACRES, MORE OR LESS. AND ALL THAT PART LYING SOUTH OF THE ROAD IN THE W1/2 OF THE W1/2 OF THE SE1/4 OF THE SW1/4 OF SECTION 33, T19N, R19E OF THE I.B. &M., MAYES COUNTY, STATE OF OKLAHOMA: WITH THE BASIS OF BEARING OF THIS DESCRIPTION BEING NAD83 (93) OKLAHOMA STATE PLANE, NORTH ZONE AND PREPARED ON 12/21/2010 BY EDWARD R. SEATON, LS #1353: SAID TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: /COMMENCING AT THE SE CORNER OF THE SW1/4 OF SAID SECTION 33; THENE S88°58'16"W ALONG THE SOUTH LINE OF SAID SECTION 33 A DISTANCE OF 994.44 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING S88°58'16"W A DISTANCE OF 331.48 FEET; THENE NO1°24'41"W ALONG THE WEST LINE OF THE W1/2 OF THE W1/2 OF THE SE1/4 OF THE SW1/4 A DISTANCE OF 216.06 FEET TO THE CENTERLINE OF AN ASPHALT ROAD; THENE S70°20'18"E ALONG THE CENTERLINE OF SAID ROAD A DISTANCE OF 355.23 FEET; THENE S01°24'43"E A DISTANCE OF 90.86 FEET TO THE POINT OF BEGINNING, CONTAINING 1.17 ACRES, MORE OR LESS. SECURITY AGREEMENT Wesley K. Wilson and Terrie L. Wilson 1664 W. 650 Rd. Chouteau, OK 74337-5661 FIRST BANK & TRUST COMPANY 111 S. CASAVER AVE WAGONER, OK 74467 I. GRANT OF SECURITY INTEREST. For value received, the undersigned (referred to as "Debtor" whether one or more) grants to Secured Party named above a security interest in the Collateral described below to secure the payment of the "Indebtedness" (as defined below) and performance of all Debtor's obligations and agreements in this Agreement or other documents evidencing the Indebtedness. For purposes of this Agreement, any term used in the Uniform Commercial Code, as adopted and revised from time to time in the State of Oklahoma ("UCC"), and not defined in this Agreement has the meaning given to the term in the UCC. Debtor's location (if other than the address reflected above) is in the state of ____________________________. II. DESCRIPTION OF COLLATERAL. The "Collateral" shall include: One (1) used 1991 Oak Creek Manufactured Home S/N #: OC05924220 A&B 1080 with all fixtures, accessions, and accessories contained therein or attached thereto. This term "Collateral" also includes to the extent not listed above as original collateral: (1) After-Acquired Property. After-acquired property; provided, however, the security interest will not attach to (a) consumer goods, other than an accession when given as additional security, unless the Debtor acquires rights in them within 10 days after the Secured Party gives value; or (b) a commercial tort claim. (2) Proceeds. Proceeds, products, additions, substitutions and accessions of the Collateral. (3) Deposits. Unless prohibited by law, any property (excluding Individual Retirement Accounts and other qualified retirement accounts), tangible or intangible, in possession of Secured Party at any time during the term of this Agreement, or any indebtedness due from Secured Party to Debtor and any deposit or credit balances due from Secured Party to Debtor, and Secured Party may at any time while the whole or any part of the Indebtedness remains unpaid, whether before or after maturity thereof, be appropriated, held or applied toward payment of the Indebtedness or any obligation of Debtor to Secured Party. III. SECURED INDEBTEDNESS. The security interest granted under this Agreement secures the following (referred to as the "Indebtedness"): (1) the performance of all of the agreements, obligations, covenants and warranties of Debtor set forth in this Agreement or any other agreement between Debtor and Secured Party; (2) all liabilities of Debtor to Secured Party for any and every kind and description, including (a) all promissory notes given from Debtor to Secured Party, (b) all other obligations from Secured Party to Debtor, whether secured by or in form of loan for a similar or different purpose than any other loan Debtor may obtain, (c) whether personal, business or personal, (d) direct or indirect liabilities, (e) liabilities due or to become due under the Collateral or contracts, and (f) liens existing now or hereafter arising and hereafter created; (g) all extensions, renewals, refinancings, amendments, substitutions, exchanges or replacements issued or made to which the undersigned hereby consents; (4) all interests, other than ownership interests, to become due on the liabilities of Debtor to Secured Party; (5) all obligations by Debtor or others involved in the collection or enforcement of Debtor's obligations, agreements, covenants and warranties under this Agreement, all other agreements between Debtor and Secured Party; (6) All costs, attorneys' fees and other expenditures of Secured Party in the collection and enforcement of any obligation or liability of Debtor to Secured Party and in the collection and enforcement, sale or other liquidation of any of the Collateral. IV. GENERAL PROVISIONS. 1. WAIVERS. No act, delay or omission, including Secured Party's written express waiver of a remedy after any default under this Agreement, shall constitute a waiver of any of Secured Party's rights or remedies herein or otherwise, nor under this Agreement or any other agreement between the parties. All of Secured Party's rights, if not timely exercised, consummated and timely exercised in full, may be waived or reconvened, released, assigned to any third party or will not be a waiver or bar to the exercise of any other rights or remedies upon any subsequent default, so long as such waiver, release, assignment or other action does not affect Secured Party's right to exercise such rights or remedies under this Agreement, which can be exercised by a duly authorized officer of Secured Party. Acceptance of any partial payment of any amount shall not be deemed a waiver of any requirement of this Agreement or impose any additional notification, notice or demand on Secured Party. Secured Party, in its sole discretion, may extend payment, notice of discharger and protest, notice of default, notice of acceleration, notice of extension, notice of prepayment, notice of availability of funds, notice of change of address, notice of substitution, impound, release or noninterference with regard to the Collateral, and the addition or release of an agreement not to sue any party or guarantor. 2. AGREEMENT BINDING ON ASSIGNS. This Agreement inures to the benefit of Secured Party's successors and assigns, and is binding upon Debtor's heirs, executors, administrators, representatives, successors and permitted assigns (and all persons who become bound as a debtor to this Secured Party Agreement), but no person taking from or representing Debtor has any right to advances under this instrument except as provided herein and in this Agreement. 3. CHANGES IN TERMS. Secured Party reserves the right to change any of the terms of this Agreement in accordance with applicable law and the provisions of this Agreement. 4. TERM OF AGREEMENT. This Agreement, and the security interest created by this Agreement will continue in full force and effect until all of the Indebtedness is paid in full, unless the security interest created by this Agreement is earlier released or otherwise vary in writing. 5. RIGHTS OF SECURED PARTY ASSIGNABLE. Secured Party may at any time and at its option, may pledge, transfer or assign its rights under this Agreement in whole or in part, and any transferee or assignee shall have all Secured Party's rights or the parts of them so pledged, transferred or assigned. Debtor's rights under this Agreement or in the Collateral may not be assigned without Secured Party's prior written consent. 6. JOINT AND SEVERAL RESPONSIBILITY OF DEBTOR AND SURETIES. The responsibilities of Debtor and any co-debtor, guarantor, surety or accommodation party under this Agreement are joint and several. Any reference to Debtor in this Agreement shall be deemed to refer to 'each of the persons obligating any person who pledges Collateral even if such pledgor is not otherwise liable under any promissory note or other agreement included in this Agreement.' 7. SEPARABILITY OF PROVISIONS. If any provision of this Agreement shall for any reason be invalid, illegal or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were not contained herein. 8. VESTING LAW IN OKLAHOMA. This Agreement shall be construed and enforced in accordance with the laws of Oklahoma except to the extent that the UCC provides for application of the law of another jurisdiction. Unless the context requires otherwise, references to "Oklahoma" or "this State" shall be deemed to mean Oklahoma and Secured Party reserves the right to locate the Collateral anywhere in the United States for any reason, including but not limited to its ability to assist in the collection of the Indebtedness or in enforcing any or all of Secured Party's rights as secured creditor. 9. ENTIRE AGREEMENT. This Agreement, together with any mortgage of real estate which may be delivered, constitutes the entire agreement between the parties with respect to the subjects addressed herein. No agreement, amendment or modification of this Agreement shall be valid unless signed by all parties involved. No amendment, modification or supplement hereto shall be valid unless signed by all parties involved. V. EVENTS OF DEFAULT. Debtor shall be in default under this Agreement upon the happening of any one or more of the following events or conditions, called "Events of Default," in this Agreement. 1. If any warranty, covenant, agreement, representation, financial information or statement made or furnished to Secured Party by Debtor, any guarantor or surety, or otherwise on Debtor's behalf to induce Secured Party to enter into this Agreement, or in conjunction with it, is violated or proves to have been false in any material respect, when made. 2. If any payment required in this Agreement or under any other agreement or obligation of Debtor to Secured Party or to others is not made when due or in accordance with the terms of the applicable agreement or agreement, as applicable. 3. If Debtor defaults in the performance of any covenant, obligation, warranty, or provision contained in this Agreement or any other agreement, mortgage or obligation of Debtor to Secured Party or to others, including without limitation Debtor's failure to insure the Collateral or unlawful use of the Collateral. 4. If any judgment against Debtor is entered which results in acceleration of the maturity of any obligation of Debtor to Secured Party or to others under any agreement, including but not limited to the Collateral; if anyone makes any levy against or seizes, garnishes or attaches any of the Collateral; if Debtor consummates ownership any of the Collateral; if Debtor sells, leases, or otherwise disposes of any of the Collateral without the written consent as required by this Agreement or any mortgage executed in connection with this Agreement. 6. If the Collateral is lost, stolen, substantially damaged or destroyed. 7. In the Secured Party's judgment, the Collateral becomes unsatisfactory or insufficient in character or value, as such determination is made at Secured Party's sole discretion, or as required by Secured Party. 8. If at any time Secured Party, in its sole discretion, believes the prospect of payment or performance of any covenant, warranty, or obligation secured by this Agreement is impaired. 9. If Debtor or any partner or surety dies, dissolves, terminates existence, or becomes insolvent; if a receiver is appointed over any or all of the property included in the Collateral; if Debtor makes an assignment for the benefit of creditors; or if any proceeding is commenced under any bankruptcy or insolvency law by or against Debtor or any guarantor or surety for Debtor. 10. If Debtor moves from the location specified in this Agreement or in a separate notice to Secured Party without Secured Party's prior written consent, except for temporary periods in the normal and customary use of the Collateral. 1. Secured Party shall receive at any time following the Closing a filing office report indicating that Secured Party's security interest is not prior to all other security interests or other interests reflected in the report. VI. ADDITIONAL PROVISIONS. The undersigned specifically agree to all of the "Additional Provisions" on the reverse side of this Agreement. SECURED PARTY SIGNATURE FIRST BANK & TRUST COMPANY By: Mark S. Amstutz, Senior Vice President Wesley K. Wilson Terrie L. Wilson Date: 08/07/2008 © Copyright 02/05 American Bank Systems, Inc. Form 04 0725 2 New Notes - 08/07/2008 DEBTOR EXPRESSLY REPRESENTS, WARRANTS, COVENANTS AND AGREES: 1. FINANCIAL INFORMATION: All applications, balance sheets, earnings statements, and other financial information and representations which are incorporated into or contained in documents delivered to Secured Party by Debtor or Debtor's officers, or information shown in such documents, or shall be furnished at the time of filing, or shall be furnished at any time during the term hereof, shall be true and correct when delivered, and shall not be changed materially since the effective date of the last furnished financial information except as Debtor has reported. 2. INFORMATION ON COLLATERAL. Debtor will furnish to Secured Party information adequate to identify all Collateral, in a form and manner that Secured Party may request. Debtor also will deliver to Secured Party upon request, duplicates of purchase orders, shipping, delivery and warehouse receipts, invoices evidencing and describing the Collateral, as well as true copies of all contracts to furnish goods or services to Debtor's customers. Debtor will provide to Secured Party annually, or more frequently if Secured Party requires, information about Debtor's affairs so Secured Party may reasonably respond to a Secured Party demand for information. Debtor acknowledges that Secured Party may reasonably require Debtor to furnish to Secured Party in writing. 3. OWNERSHIP FREE OF ENCUMBRANCES. Except for the security interest granted by this Agreement or by law, or perfected in connection with this Agreement, and except for any security interest previously disclosed in writing to Secured Party, Debtor now owns, or will own upon the process of the advancement under this Agreement to become the owner of the Collateral being offered to Secured Party in this Agreement, free from any prior liens, secured debts, or charges. Debtor warrants title and will defend the Collateral against all claims and interests of persons having a claim affecting any of the Collateral adverse to Secured Party. Debtor will not permit any lien or security interest arising out of Secured Party's security interest to encumber, impair, or otherwise affect the Collateral. Debtor will not permit any legal process, or permit any other act to be done thereby that may impair the value of the Collateral or the security interest granted to Secured Party by Debtor. 4. FINANCING STATEMENTS. No Financing Statement or Lien Entry Form covering the Collateral or in any public office exist in connection with this Agreement; Debtor agrees to join Secured Party in executing one or more Lien Entry Forms and authorizes Secured Party to file same. Debtor authorizes Secured Party to send notices to such office or offices as may be required from time to time in order to perfect or continue perfection, or record the security interest granted in this Agreement in Debtor's name, and authorize and grants to Secured Party the power of attorney to execute the documents on Debtor's behalf. A financing statement attached hereto as Exhibit A satisfies the requirements of this Agreement. 5. LOCATION OF COLLATERAL, RECORDS, INVENTORY AND EQUIPMENT. Debtor will give Secured Party written notice at each Collateral location and, if Collateral is kept at another location, pertaining to the Collateral and its locations, and if Debtor is aware of such Collateral, and if Collateral is kept at a Collateral location, and if Debtor is aware of such Collateral, and if Collateral is located in any of the offices or locations of Debtor, prior to the proposed effective date of such change. Debtor will not remove or permit removal of Collateral from such locations without the consent of Secured Party, except as provided in this Agreement, and such removal shall be considered as Breach of Default hereunder. 6. SALE, LEASE OR DISPOSITION OF COLLATERAL PROHIBITED. Debtor shall not sell, mortgage, transfer, assign, lease, hypothecate, assign, license, grant any other security interest or otherwise dispose of any part of the Collateral or Debtor's rights in it without first obtaining Secured Party's written consent. Such party's consent may be conditioned upon any requirement, including affirmative action or modification of procedures to obtain such consent. Such party's consent to be for the protection of its security interest herein. Secured Party's consent shall not be deemed to be effective unless and until such conditions and requirements which Debtor determines are necessary have been satisfied. Secured Party may require any report or information regarding the Collateral. 7. MAINTENANCE AND INSPECTION. Debtor, at its own expense, shall (a) keep the Collateral in good condition and repair so that its vehicle condition and operating efficiency shall be maintained and preserved; (b) not permit the Collateral to be misused, abused, sold or destroyed, except for an ordinary wear and tear, and not permit its illegal use or exposure; (c) protect the Collateral from loss, theft, or damage; (d) notify Secured Party immediately if the Collateral is damaged or lost; and, upon Secured Party's request, deliver to Secured Party evidence of such condition of the Collateral. Debtor agrees to permit Secured Party to take physical possession of the Collateral for examination, inspection, replacement, repair, authentication, or for such other purpose as Secured Party shall designate, and Debtor will permit Secured Party or Secured Party's agents or representatives to examine, inspect, verify, appraise, authenticate, or replace the Collateral, books and records relating to it at any reasonable hour and time, and to remove and re-install the Collateral at such times and places as Secured Party shall designate, unless Secured Party consents otherwise in writing; provided, however, that Secured Party or its representatives shall have no duty to guard or protect the Collateral or to further live up to any promises made thereon. 8. TAXES AND FEES. Debtor shall promptly pay all taxes assessed against the Collateral, and all other expenses which are payable by Debtor in respect to the Collateral, and Debtor shall make all such payments within the period specified by law, or upon demand of Secured Party. 9. AFFIXING TO REAL OR PERSONAL PROPERTY PROHIBITED. Unless Debtor has also signed a secured party agreement or deed of trust, Secured Party shall have the right to affix its name to any personal property, including an attachment for the purposes of enforcement or collection, to such property without Debtor's consent, provided Secured Party is not in default hereunder. 10. INSURANCE ON THE COLLATERAL. While any of the indebtedness remains outstanding and throughout the full term of this Agreement, Debtor shall maintain and pay all insurance on all Collateral, wherever located, including but not limited to storage facilities or to travel vehicles, including good faith policies acceptable to Secured Party, which shall be purchased by Debtor, and which shall provide such sums as prudent and prudent underwriting agencies or Secured Party shall require. All insurance policies, except for vendor's single interest insurance, or certified copies of such policies evidenced by Secured Party, must contain a provision requiring that notice be given to Secured Party of the occurrence of any claims making Secured Party a primary beneficiary for such insurance. The proceeds of all insurance policies shall be paid for the benefit of Secured Party within 10 days after demand. All policies of insurance shall provide for at least 10 days' notice before cancellation of such insurance. Secured Party may act as Debtor's attorney-in-fact, with power of attorney to procure insurance; make, adjust, settle claims under or caused in whole or in part by this Agreement; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; make, adjust, settle claims with respect to or resulting from the Collateral; 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