Loading...
HomeMy WebLinkAboutRES 051424-5.E - ETJ Disannexation - HRCDS, LLC for 2234 CR 140, 5.087 acresRESOLUTION NO. 05I N ;? q - Jam• C- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS ("GEORGETOWN") RELEASING APPROXIMATELY 5.09 ACRES OF LAND FROM THE CITY OF GEORGETOWN'S EXTRATERRITORIAL JURISDICTION ("ETJ"), SAID LAND BEING GENERALLY LOCATED NORTH OF FM 971 AND EAST OF INTERSTATE HIGHWAY 35 WILLIAMSON COUNTY, TEXAS, RESULTING IN A REDUCTION OF GEORGETOWN'S ETJ; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on April 30, 2024, the City of Georgetown, Texas, received a petition requesting release from its ETJ of an approximately 5.09-acre tract of land in the Maria Jesusa Garcia Survey (the "Petition"), a true and correct copy of such Petition being attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, pursuant to Subchapter D of Chapter 42 of Local Government Code, landowners or residents may submit a petition seeking release of an area of land from the City's ETJ; and WHEREAS, the City Secretary has reviewed the Petition and confirmed that it meets the requirements of Subchapter D of Chapter 42 of the Local Government Code and the petition requirements of Chapter 277 of the Election Code. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: SECTION 1. The City Council of the City of Georgetown, Texas ("City Council"), does hereby find that the forgoing recitals are true and correct and adopts the recitals by this reference for all purposes. SECTION 2: To the extent required by state law, the City Council does hereby adjust the boundaries and limits of the ETJ of the City of Georgetown, Texas, such that the ETJ of the City of Georgetown, Texas, shall be and is hereby adjusted to release and remove the Area subject to the Petition, as such Area is more particularly described and depicted in Exhibit B attached hereto and incorporated herein by reference, from the ETJ of the City of Georgetown, Texas. SECTION 3. The City Council is not consenting to this reduction of its ETJ except as required by state law. SECTION 4. This Resolution shall take effect immediately upon its passage. Resolution No. 05 1 W 94 — Page 11 Release of Petition Area HKC;5 5. 097 a"M-S PASSED AND APPROVED by the City Council of the City of Georgetown, Texas, on the t�-hs dayof f4&W 12024. CITY OF j3EgRGETOWN, TEXAS By: Josh Sg roeder, Mayor ATTEST: By: Robyn Densmo , City Secretary APPROVED AS TO FORM: By: Skye M on, City Attorney Resolution No. 05 < y R4—,5. E Release of Petition Area Page12 t1'iZC-�S 5. o67 044v5 Exhibit A Petition Resolution No. Release of Petition Area HRCDS LLC February 20th, 2024 RECEIVED City SO..cretary This letter is to inform Williamson County of HRCDS, Ilc's intent to release 5.09 acres from the Extraterritorial Jurisdiction (ETJ). (second request) This single owner (HRCDS Ilc) parcel at 2234 CR 140, Georgetown TX 78626 is identified in WCAD records as Tax Parcel Number R395176 and is more particularly described by metes and bounds as recorded in the property deed as Exhibit A and further surveyed by Diamond Surveying in November 2020. We (HRCDS Ilc) understand that release from the ETJ will preclude the property from receiving certain city services, such as water, power, and sewer and will instead be utilizing alternatives such as well\cistern, deregulated power, and septic. I, David Hanford, am a Managing Partner in HRCDS Ilc and may be reached at the following with any questions: David Hanford The request is delivered in printed form and electronically (USB drive) with the following attachments: Attachment 1: Tax Parcel Identification Attachment 2: Property Deed of Trust Attachment 3: Parcel Survey Attachment 4: Voter Registration Card +eerhl��� � )"�� LLC- Attachment 5: First attempt response letter requesting voter registration Sincerely, 4DZaVilHa�ord Date of signature i -4 0 NN 2 go 2 00 Ln cn m w V) LD (U ti 0 d LL. x w 0 Lr, CD M C) Ln -C, Ln LL rr CL V. .4 C; u ELECTRONICALLY RECORDED 2023007346 Williamson County, Texas Total Pages: 27 STIIFfLE# A.02-1G*/0& NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER DEED OF TRUST STATE OF TEXAS § COUNTY OF WIL.LIAMSON § THIS DEED OF TRUST is made by HRCDS LLC, aTexas limited liability company ("Grantor" whether one or more), to Daniel W. Brooks, as Trustee, for the benefit of INDEPENDENT BANK For TEN AND N0/100 DOLLARS (310.00) and other consideration, Grantor grants to Trustee the Mortgaged Property (defined below), to secure the full and timely payment and performance of the Indebtedness (defined below) and Obligations (defined below/ and grants to Bank a security interest in the Personalty (defined below), to secure the full and timely payment and performance of the Indebtedness and Obligations. The conveyance of the Mortgaged Property is subject to the Permitted Encumbrances (defined below). Grantor agrees as follows ARTICLE ONE 10A410VOCIRM 1.1 pefinitions. As used herein, the following terms shall have the following meanings: "BAW' means Independent Bank and its successors and assigns whether or not such successor and/or assign is a financial institution. "Contracts" means all of the right, title and interest of Grantor, including equitable rights, in, to, and under any and all (a) contracts for the purchase of ali or any portion of the Mortgaged Property, whether such contracts are now or at any time hereafter existing, including, but without limitation, any and all earnest money or other deposits escrowed or to be escrowed or letters of credit provided or to be provided by the purchasers under the contracts, including all amendments and supplements to and renewals and extensions of the contracts at any time made, and together with all payments, earnings, income, and profits arising from the sale of all or any portion of the Mortgaged Property or from the contracts and all other sums due or to become due under and pursuant thereto and together with any and all earnest money, security, letters of credit or other deposits under any of the contracts; (b) contracts, licenses, representations, warranties or permits which are directly or indirectly related to, or connected with, the development, ownership, maintenance or operation of or construction on, the Mortgaged Property, whether such contracts, licenses, and permits are now or at any time thereafter existing, and all improvements constructed or to be constructed on the Mortgaged Property with all Legal Requirements applicable to the Mortgaged Property; (c) any and all right, title, and interest Grantor may have in any financing arrangements relating w the financing of or the purchase ofall or any portion ofthe Mortgaged Property by future purchasers; and (d) all other contracts which in any way relate to the use, enjoyment, occupancy, operation, maintenance, repair, management or ownership of the Mortgaged Property (save and except any and all Leases/ including, but not limited to, maintenance and service contracts and management agrreements. Page 1 of 26 2023007346 Page 2 of 27 "Deed of TnLst" means this Deed of Trust and all amendments, renewals, extensions and replacements to such. "Disposition" means any sale, lease (except as permitted underthis Deed,of Trust or in some other written agreement executed by Bank), exchange, assignment, conveyance, transfer, trade, or other disposition of all or any portion of the Mortgaged Property (or any interest therein). "Environmental Laws" means any federal, state, or local law, statute, ordinance, or regulation, whether now or hereafter in effect, pertaining to health, industrial hygiene, or the environmental conditions on, under, or about the Mortgaged Property, including, without li mitation, the following as now or hereafter amended: Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. § 9601 et .; Resource, Conservation and Recovery Act ("RC A"), 42 U.S.C. § 6901 et sea. as amended by the SuperAmd Amendments and Reauthorization Act of 1996 ("SARI"), Pub. L. 99-499, 100 Stat. 1613; the Toxic Substances Control Act ("]MCA"), 15 U.S.C. § 2601 et sea.; Emergency Planning and Community Right to Know Act of 1986 (" F'RA"), 42 U.S.C. § 11001 et sea.; Clean Air Act ("C"), 42 U.S.C. § 7401 a sue.; Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. § 1251 et sea.; and any corresponding state laws or ordinances including, but not limited to, the Texas Water Code ("TWC") § 26.001 et seq.; Texas Health & Safety Code ("THSC") § 361.001 et seq.; and regulations, rules, guidelines, or standards promulgated pursuant to such laws, statutes and regulations, as such statutes, regulations, rules, guidelines, and standards are amended from time to time. "Environmental Report" means a detailed review of the environmental condition of the Mortga-ged Property in scope satisfactory to Bank by an environmental consulting firm approved in advance by Banlq "Fi.•ture °" means any and all materials, supplies, equipment, systems, apparatus, and other items now owned or hereafter acquired by Grantor and now or hereafter attached to, installed in, or used in connection with (temporarily or permanently) any of the Improvements or the Land, which are now owned or hereafter acquired by Grantor and are now or hereafter attached to the Land or the Improvements, together with all accessions, appurtenances, replacements, betterments, and substitutions for any of the foregoing and the proceeds thereof: "Governmental Authority" means any and all applicable courts, boards, agencies, commissions, offices, or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise), whether now or hereafter in existence. "GTantQ" means each Person designated in the first sentence of this Deed of Trust as Grantor and that Person's heirs, personal representatives, successors and assigns, and all subsequent owners of the Mortgaged Property (without implying Banles consent to any Disposition of all or any portion of the Mortgaged Property). "Guarantor" means each Person which guarantees, in whole, or in part, the repayment of the Note. means that certain Guaranty of even date herewith, executed by David Hanford and Rebecca Hanford, as such Guaranty may be amended or modified from time to time. "Hazard9us Substances" means any substance, product, waste, or other material which is or becomes listed, regulated, or addressed as being a toxic, hazardous, polluting, or similarly harmful substance under any Environmental Law, including, without limitation: (a) any substance included within the definition of "hazardous waste" pursuant to Section 1004 of RCRA; (b) any substance included within the definition of "hazardous substance" pursuant to Section 101 of CERCLA; (c) any substance included within (i) the definition of "regulated substance" pursuant to Section 26.342(11) of TWC; or (ii) the definition of "hazardous substance" Page 2 of 26 2023007346 Page 3 of 27 pursuant to Section 361.003(11) of THSQ (d) asbestos; (e) polychlorinated biphenyls; (f) petroleum products; (g) underground storage tanks, whether empty, filled or partially filled with any substance; (h) any radioactive materials, urea formaldehyde foam insulation or radon; (i) any substance included within the definition of "waste" pursuant to Section 30.003(b) of TWC or "pollutant" pursuant to Section 26.001(13) of TWC; and 6) any other chemical., material or substance, the exposure to which is prohibited, limited or regulated by any Governmental Authority on the basis that such chemical, material or substance is toxic, hazardous or harmful to human health or the environment. The term "Hazardous Substance" shall not include (i) those chemicals at the Mortgaged Property which are kept in de minimis quantities (5 gallons or less), properly containerized and labeled for retail use, and utilized according to label instructions for general maintenance purposes, or (ii) normal construction materials (e.g. paints, solvents, roofing tar, adhesives, etc.) used in accordance with applicable Environmental Laws. "Hazardous Substances Contamination" means the contamination (whether presently existing or hereafter occurring) ofthe Improvements, facilities, soil, groundwater, surface water, air or other elements on or of the Mortgaged property by Hazardous Substances, or the contamination of the buildings, facilities, soil, groundwater, surface water, air or other elements on or of any other property as a result of Hazardous Substances at any time (whether before or after the date of the Deed of Trust) emanating from the Mortgaged Property. "Impositions" means: (a) all real estate, personal property and other taxes, and all charges, assessments, standby fees, excises and levies and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof, or any portion thereof or the sidewalks, streets or alleyways adjacent thereto; (b) any charges, fines, license payments, or other sums payable for or under any easement, license, or agreement maintained for the benefit of the Mortgaged Property; (c) water, gas, sewer, electricity, and other utility charges and fees relating to the Mortgaged Property; and (d) assessments and charges arising under any subdivision, condominium, planned unit development, or other declarations, restrictions, regimes, or agreements affecting the Mortgaged Property. "Improvements" means any and all buildings, open parking areas, structures and other improvements of any kind or nature, and any and all additions, alterations, betterments or appurtenances thereto, now or at any time hereafter situated, placed, or constructed upon the Land or any part thereof. "Indebtedness" means all present and future indebtedness, obligations, and liabilities, including all direct and contingent obligations arising under letters of credit, banker's acceptances, Bank guaranties and similar instruments, net obligations under any swap contract, overdrafts, Automated Clearing House obligations, and other financial accommodations which could be considered a liability under Generally Accepted Accounting Principles, and all renewals, extensions, and modifications thereof, or any part thereof, now or hereafter owed to Bank by Grantor, and all interest accruing thereon and costs, expenses, and reasonable attorneys' fees incurred in the enforcement or collection thereof; regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, but not limited to, the indebtedness, obligations, and liabilities evidenced, secured, or arising pursuant to any of the Loan Documents, and all renewals and extensions thereof, or any part thereof, and all present and future amendments thereto. "Indebtedness," however, does not include any debt which is covered by the federal Truth -in -Lending Act "L " means all that certain real property or interest therein, more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all right, title, interest, and privileges of Grantor in and to (a) all streets, ways, roads, alleys, easements, rights -of -way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to such real property or the improvements thereon; (b) any strips or gores of real property between such real property and abutting or adjacent properties; (c) all water and water rights, timber and Page 3 of 26 2023007346 Page 4 of 27 crops pertaining to such real estate; and (d) all appurtenances and all reversions and remainders in or to such real property. "Lease Guaranties" means all claims and rights under any and all lease guaranties, letters of credit and any other credit support (individually, a "Lease Guaranty", and collectively, the "Lease Guarantie z") given to (grantor by any guarantor in connection with any ofthe Leases (individually, a "Lease Guarantor", and collectively, the "Lease Guarantors"). "Lease " means any and all leases, licenses, or other agreements (whether written or oral, or now or hereafter in effect) which grant to third parties a possessory interest in and to, or the right to use or occupy, all or any part of the Mortgaged Property, together with all security and other deposits or payments made in connection therewith. "Leval Requirements" means: (a) any and all present and future judicial decisions, statutes, rulings, rules, regulations, permits, certificates, or ordinances of any Governmental Authority in any way applicable to Grantor, any Grantor or the Mortgaged Property, including, without limiting, the generality of the foregoing, the ownership, use, occupancy, possession, construction, operation, maintenance, alteration, repair, or reconstruction thereof, (b) any and all covenants, conditions, and restrictions contained in any deeds, other forms of conveyance, or in any other instruments of any nature that relate in any way or are applicable to the Mortgaged Property or the ownership, use, or occupancy thereof, (c) Grantor's or any Guarantor's presently or subsequently effective bylaws and articles of incorporation liability company, operating agreement and articles of organization or partnership, limited partnership, joint venture, trust, or other form of business association agreement; and (d) any and all Leases and other contracts (written or oral), of any nature that relate in any way to the Mortgaged Property and to which Grantor or any Guarantor may be bound. "Loan Documents" means this Deed of Trust, the Loan Agreement, the Promissory Note, and all other documents which evidence, secure, guarantee or relate to the indebtedness evidenced by the Note, as such may be renewed, extended, modified, and replaced. "Maximum Rate" means the maximum non -usurious rate of interest (or, if the context so requires, an amount calculated at such rate) which Bank is allowed to contract for, charge, take, reserve, or receive under the Loan Documents pursuant to applicable federal or state (whichever is higher) law from time to time in effect after taking into account; to the extent required by applicable federal or state (whichever is higher) law from time to time in effect, any and all relevant payments or charges under the Loan Documents. "Minerals" means all substances in, on, under or above the Land which are now, or may become in the future, intrinsically valuable (that is, valuable in themselves) and which now or may be in the future enjoyed through extraction or removal from the property; including, without limitation, oil, gas, and all other hydrocarbons, coal, lignite, carbon dioxide and all other nonhydroearbon gases, uranium and all other radioactive substances, and gold, silver, copper, iron and all other metallic substances or ores. "Mormazed Property" means all interest of Grantor now owned or hereafter acquired in and to the Land, Minerals, Fixtures, Improvements, Personalty, Contracts and Leases, together with any and all other security and collateral of any nature whatsoever, now or hereafter given for the repayment of the Indebtedness or the performance and discharge of the Obligations. As used in this Deed of Trust, the terns "Mortgaged Property" shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above and all or, where the context permits or requires, any interest therein. "Note" means the Promissory Note dated of even date herewith in the original principal amount of S448.000.00, with a maturity date of January 27, 2024, executed by Grantor and payable to the order of Bank and all amendments, restatements, increases, renewals, and extensions of such Promissory Note, Page 4 of 26 2023007346 Page 5 of 27 "Obligations" means any and all of the covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Grantor or any Guarantor to Bank as set forth in the Loan Documents. "Permitted Encumbrances" means (a) the lien and security interest created by this Deed of Trust and any other lien against the Mortgaged Property in favor of Bank, and all liens and security interests expressly permitted by Bank, (b) the liens and/or encumbrances set forth in Fah i bit B attached hereto and made a part hereof, if any, or (c) the matters, if any, set forth as exceptions on Schedule B of the Title Policy, if any, or (d) if no Exhibit .Lis attached hereto and no Title Policy is issued, then any liens and/or encumbrances affecting the Mortgaged Properly appearing (as of the date of this Deed of Trust) in the Real Property Records of the county(ies) in which the Land is situated, but only to the extent the same are valid and subsisting plus all renewals and extensions of the foregoing (hereinafter called the "Permitted Encumbrances"). "Person" means any natural person, firm, corporation, association, partnership, joint venture, trust, or other entity as applicable. "Personalty" means aU of the right, title, and interest of Grantor in and to (a) all equipment and all materials of every nature now or later situated upon the Land and (i) intended to be incorporated into the Improvements, or (ii) that are or become Fixtures, (b) all equipment, now owned or later acquired by Grantor and now or later situated on the Land or in the Improvements and that are necessary to the use or occupancy of the Improvements, (c) all cash funds, fees (whether refundable, returnable or reimbursable), deposit accounts or other funds or evidences of cash, credit or indebtedness deposited by or on behalf of Grantor with any governmental agencies, boards, corporations, providers of utility services, public or private, any awards, reimbursements, settlements, or compensation heretofore made or hereafter to be made by any Governmental Authority pertaining to the Land, Improvements, Fixtures, Contracts, or Personalty, plus trademarks, trade names and symbols used in connection with the Land and Improvements; any and all ofwhich are now owned or hereafter acquired by Grantor, and which are now or hereafter situated in, on, or about the Land or the Improvements, or used in or necessary to the complete and proper development, construction, use, occupancy, or operation thereof, together with all accessions, replacements, and substitutions thereto or therefor and the proceeds thereof. "Egr s" means all rent and other income from the Mortgaged Property, including all rent and other income under all existing or future Leases. "Title Policy" means a Mortgagee Policy of Title Insurance or Binder, if and as required by Bank, issued by atitle company for the benefit of Bank and relating to the Land and the lien created by this Deed of Trust. "Trustee" means the individual described as Trustee in the initial paragraph to this Deed of Trust 1.2 Additional Definitions. (a) All pronouns, whether in masculine, feminine or neuter form, shall be deemed to refer to the object of such pronoun whether same is masculine, feminine or neuter in gender, as the context may suggest or require. (b) " cl udin " means including, without limitation. (e) All terms used herein, whether or not defined in Section 1. I hereof, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require. Page 5 of 26 2023007346 Page 6 of 27 ARTICLE TWO SECURED I NDEIITEDNESS 2.1 Secured Indebtedness. This Deed of Trust is made to secure and enforce the timely payment of the Indebtedness, and the full and timely performance of the Obligations. ARTICLE THREE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF GRANTOR follows: 3.1 Representations and Warranties. Grantor does hereby represent and warrant to Bank as (a) Financial Matters. Grantor is solvent, is not bankrupt and has no outstanding liens, suits, garnishments, bankruptcies or court actions which could render Grantor insolvent or bankrupt. There has not been filed by or against Grantor a petition in bankruptcy or a petition or answer seeking an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to Grantor or any portion of Grantor's property, reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution or similar relief under the United States Bankruptcy Code or any state law. All reports, statements, contracts of sale, and other data furnished by Grantor to Bank in connection with the loan evidenced by the Note are true and correct in all material respects and do not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. No material adverse change has occurred since the dates ofthe most recent version of such reports, statements and other data in the financial condition of Grantor or of any tenant under Leases described in such reports, statements and other data For the purposes of this Section, Grantor shall also include any joint venturer or general partner of Grantor. (b) Title and Authority. Grantor is the lawful owner of good and indefeasible title to the Land and Improvements and has good and marketable title to the Fixtures and Personalty, and has good right and authority to grant, encumber, sell, transfer, assign and mortg age the Land and Improvements and to grant a security interest in the Personalty. (c) Permitted Encumbrances. The Mortgaged Property is free and clear from all liens, security interests and encumbrances except the Permitted Encumbrances (as defined in the Loan Agreement). There are no mechanic's or materialmen's liens or other claims constituting or that may constitute a lien on the Mortgaged Property, or any part thereof. (d) No Homestead. If Grantor is a natural person, no portion of the Mortgaged Property is being used as Grantor's business or residential homestead. (e) Compliance with Covenants and Laws. The Mortgaged Property and the intended use thereof by Grantor do not violate any Legal Requirements, without reliance upon grandfather provisions or adjacent or other properties. Grantor will obtain all requisite zoning, utility, building, health and operating permits from each Governmental Authority having jurisdiction over the Mortgaged Property. (f) Environmental. The Mortgaged Property does not contain any Hazardous Substances, and the Mortgaged Property is not affected by any Hazardous Substances Contamination. The Mortgaged Property and the operations conducted thereon do not violate any Legal Requirement or Environmental Laws. Grantor has not obtained and is not required to obtain any pennits, licenses or similar authorizations to construct, occupy, operate or use any Improvements and equipment forming a part of Page 6 of 26 2023007346 Page 7 of 27 the Mortgaged Property by reason of any Environmental Laws. Grantor undertook, at the time of acquisition of the Mortgaged Property, all appropriate inquiry into the previous ownership and uses of the Mortgaged Property consistent with good commercial or customary practice to determine that the Mortgaged Property and the uses therefor are in compliance with all Environmental Laws. The use which Grantor makes and intends to make of the Mortgaged Property will not result in the disposal or other release of any Hazardous Substances on the Mortgaged Property, in violation of any Environmental Laws. (g) Condition of Property. The Mortgaged Property is in good condition and repair with no deferred maintenance and is free from damage caused by fire or other casualty. (h) Encroachments. None of the Improvements on the Mortgaged Property create an encroachment over, across or upon any of the Mortgaged Property boundary lines, rights of way or easements and no buildings or other improvements on adjoining land create such an encroachment, except as may be expressly recognized and permitted by Bank. (i) Organization. Grantor has all requisite power and all governmental certificates of authority, qualifications and other documentation to own, lease and operate its properties and to carry on its business as now conducted and as contemplated to be conducted. The foregoing representation in this Subsection shall also apply to any limited liability company, partnership, joint venture or limited partnership which is a general partner or joint venturer of Grantor. 0) Enforeeabllfity. The Note, this Deed of Trust and all other Loan Documents constitute the legal, valid and binding obligations of Grantor enforceable in accordance with their respective terms. (k) Taws. Grantor has filed all federal, state, county, municipal, and city income and other tax returns required to have been filed by it, and has paid all taxes and related liabilities which have become due (except those being contested in good faith by Grantor) pursuant to such returns or pursuant to any assessments received by it. Grantor does not know of any basis for any additional assessment in respect of any such taxes and related liabilities, except as otherwise disclosed in writing to Bank. p) Relationship of Grantor and Book. Notwithstanding any prior business or personal relationship between Grantor and Bank, or any officer, director or employee of Bank, the relationship between Grantor and Bank is solely that of debtor and creditor, Bank has no fiduciary or other special relationship with Grantor, Grantor and Bank are not partners or joint venturers, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between Grantor and Bank to be other than that of debtor and creditor. 3.2 Affirmative and Negative Covenants and Agreements. Subject to the terms of the Leases (meaning, among other things, that performance by a Tenant will be deemed performance by Grantor, and a Tenant will be permitted to do any act that it may do under a Lease), so long as the Indebtedness or any part thereof remains unpaid, Grantor covenants and agrees with Bank as follows: (a) Payment and Performance. Grantor will make prompt payment, as the same becomes due, of the Indebtedness and shall punctually and properly perform all of Grantor's Obligations under the Loan Documents. (b) Operation of Mortgaged Property. Grantor will operate the Mortgaged Property in accordance with all Legal Requirements and will pay all proper fees or charges of any kind in connection therewith. Grantor will not use, or allow the use of, the Mortgaged Property in any manner which violates any Legal Requirement or which constitutes a public or private nuisance or which makes void, voidable or cancelable, any insurance then in force with respect thereto. Grantor will not initiate or permit any Page 7 of 26 2023007346 Page 6 of 27 zoning reclassification of the Mortgaged Property which is unacceptable to Bank or seek any variance under existing zoning ordinances applicable to the Mortgaged Property which is unacceptable to Bank or use or permit the use of the Mortgaged Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Applicable Laws. Grantor will not impose any restrictive covenants or encumbrances upon the Mortgaged Property, execute or file any subdivision plat affecting the Mortgaged Property or consent to the annexation of the Mortgaged Property to any municipality, without the prior written consent of Bank Grantor will not agree or consent to any drilling or exploration for, or extraction, removal or production of Minerals from the surface or subsurface of the Mortgaged Property regardless of the depth thereof or the method of mining or extraction thereof. Grantor will not do or suffer to be done any act whereby the value of any part of the Mortgaged Property tray be materially lessened. Grantor will allow Bank or its authorized representative to enter the Mortgaged Property at any reasonable time during business hours after not less than 24 hours prior oral or written notice to inspect the Mortgaged Property and Grantor will assist Bank or said representative in whatever way reasonable to make such inspection. If Grantor received a notice or claim from any federal, state or other governmental entity pertaining to the Mortgaged Property, including, without limitation, a notice that the Mortgaged Property is not in compliance with any Legal Requirement, Grantor will promptly furnish a copy of such notice or claim to Bank (c) Debts for Constriction; Payment of Impositions. Subject to Section 7.11. Grantor will cause all proper debts and liabilities of any character, including without limitation, all proper debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Mortgaged Property, incurred in the construction, maintenance, operation and development of the Mortgaged Property, to be promptly paid. Grantor will duly pay and discharge, or cause to be paid and discharged, the Impositions not later than the earlier to occur of (i) the due date thereof, (ii) the date any fine, penalty, interest, or cost may be added thereto or imposed, or (iii) the date prior to any date any lien may be filed for the nonpayment thereof (if such date is used to determine the due date of the respective item), and Grantor shall deliver to Bank a written receipt evidencing the payment of all taxes (and if requested by Bank, any other Imposition). (d) Repair and Maintenance. Grantor will keep the Mortgaged Property in good order, repair, operating condition and appearance, causing all necessary repairs, renewals, replacements, additions and improvements to be promptly made, and will not allow any of the Mortgaged Property to be misused, abused or wasted or to deteriorate. Grantor will not, without the prior written consent of Bank, (i) remove from the Mortgaged Property any Fixtures or personal property covered by this Deed of Trust except Grantor by an article of equal suitability and value, owned by Grantor, free and clear of any lien or security interest (except that created by this Deed of Trust); (ii) make any structural alteration to the Mortgaged Property or any other alterations thereto which impair the value thereof; or (iii) make any alteration to the Mortgaged Property involving an estimated expenditure exceeding $50,000.00 except pursuant to plans and specifications approved in writing by Bank. (e) Insurance and Casualty. Grantor will keep the Mortgaged Property insured against loss or damage by fire, explosion, windstorm, hail, flood (if the Mortgaged Property shall at any time be located in an identified "flood prone area" in which flood insurance has been made available pursuant to the Flood Disaster Protection Act of 1973), tornado and such other hazards as may be required by Bank by policies of fire, extended coverage and other insurance (including builder's risk, if applicable) in such company or companies, in such amounts, upon such terms and provisions, and with such endorsements, all as may be acceptable to Bank and as set forth in the Loan Agreement Grantor will also provide such other insurance with respect to the Mortgaged Property as may be required under the Loan Agreement. Without limiting the foregoing, Bank shall be named as an additional insured on all insurance policies required by Bank. In the event any of the Mortgaged Property covered by such insurance is destroyed or damaged by fire, explosion, windstorm, hail or by any other casualty against which insurance shall have Page 8 of 26 2023007U6 Page 9 of 27 been required hereunder and the extent of the damage exceeds $50,000.00, (i) Bank may, but shall not be obligated to, make proof of loss if not made promptly by Grantor; (ii) each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Bank instead of to Grantor; and (iii) Bank shall have the right to apply the insurance proceeds fast, to reimburse Bank or T) ustee for all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred in connection with the collection of such proceeds and, second, the remainder of said proceeds shall be applied, at the sole discretion of Bank, in payment (without premium or penalty) of the Indebtedness, either in whole or in part, in the order determined by Bank in its sole discretion, or to the repair, restoration or replacement, either partly or entirely, of the Mortgaged Property so destroyed or damaged, provided that, any inrurarce proceeds held by Bank to be applied to the repair, restoration or replacement of the Mortgaged Property shall be so held without payment or allowance of interest thereon and shall be paid out from time to time upon compliance by Grantor with such terms, conditions and requirements as may be reasonably imposed by Bank. In any event the unpaid portion of the Indebtedness shall remain in full force and effect and Grantor shall not be excused in the payment thereof. If any actor occurrence of any kind or nature (including any casualty on which insurance was not obtained or obtainable) shall result in damage to or loss or destruction of the Mortgaged Property, Grantor shall give immediate written notice thereof to Bank and, unless otherwise so instructed by Bank, shall promptly, at Crrantor's sole cost and expense and regardless of whether the insurance proceeds, if any, shall be sufficient for the purpose, restore, repair, replace and rebuild the Mortgaged Property as nearly as possible to its value, condition and character immediately prior to such damage, loss or destruction in accordance with plans and specifications submitted to and approved by Bank. Notwithstanding the preceding and any contrary provision in the Loan Documents, if an Event of Default (as hereinafter defined) does not then exist, Bank agrees to use such insurance proceeds to restore or rebuild the Improvements to their previous condition provided that all of the following conditions are satisfied: (i) Bank determines, in its reasonable discretion, that it is economically, financially and practically feasible to repair and restore the Improvements to their previous condition prior to the Notes maturity date; (ii) the total cost of repairing and restoring the Improvements to their previous condition, as estimated by an architect or engineer approved by Bank, shall not be greater than the amount of such insurance proceeds together with any sums that Grantor deposits with Bank in advance for the purpose of paying for the cost of such repairs and restoration; (iii) such restoration and repair shall be accomplished in accordance with the standard requirements and conditions of Bank when monitoring and advancing in connection with a construction loan of similar size and complexity; (iv) all guaranties of the Indebtedness, or any portion thereof, shall remain in full force and effect and such Guarantors shall so confirm to Bank if requested by Bank; and (v) Grantor shall have provided to Bank satisfactory evidence that there has been no material adverse change in the economic viability of the Mortgaged Property since the date of this Deed of Trust. The Improvements shall be repaired and restored so as to be of at least equal value in substantially the same character as prior to such damage or destruction. If such proceeds are made available by Bank to Grantor, any surplus which may remain out of said insurance proceeds after payment of all costs and expenses of such repair and restoration shall, at the option of Bank, be applied as prepayment of the Note but without incurring any prepayment penalty. (f) Condemnation. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Mortgaged Property or any portion thereof, or any other proceedings arising out of injury or damage to the Mortgaged Property, or any portion thereof, Grantor will notify Bank of the pendency of such proceedings. Grantor shall, at its expense, diligently prosecute any such proceedings, and shall consult with Bank, its attorneys and experts, and cooperate with them in the carrying on a defense of any such proceedings. All proceeds of condemnation awards or proceeds of sale in lieu of condemnation with respect to the Mortgaged Property and all judgments, decrees and awards for injury or damage to the Mortgaged Property shall be paid to Bank and shall be applied, first, to reimburse Bank for alI costs and expenses, including, without limitation, reasonable attorneys' fees, incurred in Page 9 of 26 2023007346 Page 10 of 27 connection with collection of such proceeds and, second, the remainder of said proceeds shall be applied, at the sole discretion of Bank, to the payment of the Indebtedness (without premium or penalty) in the order determined by Bank in its sole discretion or paid out to repair or restore the Mortgaged Property so affected by such condemnation, injury or damage in the same manner as provided in Subsection (e) of this Section. (g) Notwithstanding the preceding and any contrary provision in the Loan Documents, if an Event of Default does not then exist, Bank agrees to allow condemnation proceeds to be applied to reconfigure and reconstruct the Improvements provided that all the following conditions are satisfied. (i) Bank determines, in its reasonable discretion, that it is economically, financially and practically feasible to reconstruct and reconfigure the Improvements so as to be sited on the remaining portion ofthe Land; (ii) the total cost of reconfiguring and reconstructing the Improvements, as estimated by an architect or engineer approved by Bank, shall not be greater than the amount of such condemnation proceeds together with any sums that Grantor deposits with Bank in advance for the purpose of paying for such reconfiguring and reconstruction; (iii) the fair market value of the Improvements, as reconfigured and reconstructed, is not less than the fair market value of the Improvements prior to such condemnation, as determined by Bank either through a formal appraisal at the cost and expense or Grantor or by such other means as may be deemed appropriate by Bank; (iv) such reconfiguration and reconstruction shall be accomplished in accordance with the standard requirements and conditions of Bank when monitoring and advancing in connection with a construction loan of similar size and complexity; (v) all guarantees of the Indebtedness or any portion thereof shall remain in full force and effect and such Guarantor shall so confirm to Bank as requested by Bank; and (vi) Grantor shall have provided to Bank reasonably satisfactory evidence that there has been no material adverse change in the economic viability of the Mortgaged Property since the date of this Deed of Trust. In any event the unpaid portion of the Indebtedness shall remain in full force and effect and Grantor shall not be excused in the payment thereof. Grantor hereby assigns and transfers all such proceeds, judgments, decrees and awards to Bank and agrees to execute such further assignments of all such proceeds, judgments, decrees and awards as Bank may request. Bank shall not be, in any event or circumstances, liable or responsible for the failure to collect or the failure to exercise diligence in the collection of, any such proceeds, judgments, decrees or awards. (h) Escrow. If requested by Bank after an Event of Default, in order to secure the performance and discharge of Grantor's obligations under Subsections (c) (as to taxes and any other Impositions as the Bank may require) and Hof this Section 3.2, but not in lieu of such obligations, Grantor will deposit with Bank a sure equal to ad valorem taxes, assessments and charges against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as estimated by Bank and prorated to the end of the calendar month following the month during which this Deed of Trust is executed and delivered, and thereafter will deposit with Bank, on each date when an installment of principal and/or interest is due on the Note, sufficient funds (as estimated from time to time by Bank) to permit Bank to pay, at least fifteen (15) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. All such funds so deposited shall bear no interest. Furthermore, such funds may at Bank's option be applied to the payment of the Indebtedness. If funds on deposit with Bank are insufficient to make all payments due, Grantor will deposit with Bank the amount of any deficiency. (i) Further Assurances. Grantor will, on request of Bank, promptly (i) correct any defect, error or omission which may be discovered in the contents of this Deed of Trust or in any other instrument now or hereafter executed in connection herewith or in the execution or acknowledgment thereof; (ii) execute, acknowledge, authorize, deliver and record or file such further instruments (including, without limitation, further mortgages, deeds of trust, security agreements, financing statements, continuation Page 10 of 26 2023007346 Page i t of 27 statements and assignments of rents and leases) and do such further acts as may be necessary, desirable or proper to carry out more effectively the purposes of this Deed of Trust, provided the foregoing does not impose significant additional expense, obligations or liabilities on Grantor or any Guarantor. 0) Fees and Expenses. Subject to any applicable limitations provided in the other Loan Documents, Grantor will pay all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy flees, Uniform Commercial Code of the State of Texas (the "Goer") search fees, inspection and construction monitoring fees, escrow fees, reasonable attorneys' fees, and all other costs and expenses of every character incurred by Grantor or reasonably incurred by Bank in connection with the indebtedness, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Mortgaged Property, and will reimburse Bank for all such reasonable costs and expenses incurred by Bank. Grantor shall pay all expenses and reimburse Bank for any reasonable expenditures, including, without limitation, reasonable attorneys' fees and legal expenses, incurred or expended in connection with (i) the breach by Grantor of any covenant herein or in any other Loan Document; (ii) Bank's exercise of any of its rights and remedies hereunder or under the Note or any other Loan Document or Bank's protection of the Mortgaged Property and its lien and security interest therein; or (iii) any amendments to this Deed of Trust, the Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless Trustee and Bank (for purposes of this Subsection, the terms "Trustee" and "Bank" shall include the directors, officers, partners, employees, representatives and agents of Trustee and Bank, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Trustee and Bank, respectively) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees) which may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in connection with any bodily injury or death or property damage occurring in or upon or in the vicinity of the Mortgaged Property through any cause whatsoever or asserted against them on account of any act performed or omitted to be performed hereunder or on account of any transaction arising out of or in any way connected with the Mortgaged Property or with this Deed of Trust, the Note or any other Loan Document, WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEM1HED PARTY WITH RESPECT TO CLAMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LDWATION, REASONABLE ATTORNEYS' FEES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. The foregoing indemnities shall not terminate upon release, foreclosure or other termination of this Deed of Trust but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the repayment of the Indebtedness and the discharge and release of this Deed of Trust and the other Loan Documents, but the foregoing indemnities will not apply to any claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs or expenses arising out of events occurring after any such foreclosure or conveyance in lieu thereof. Any amount to be paid hereunder by Grantor to Bank and/or Trustee shall be subject to and governed by the provisions of Section 3.3. hereof. (k) Warranty. Grantor will warrant and forever defend the title to the Mortgaged Property against the claims of all persons making any claim to the same or any part thereof subject to the Permitted Page 1 I of 26 2023007346 Page 12 of 27 Encumbrances. 0) Permitted Encumbrances. Grantor will comply with and will perform all of the covenants, agreements and obligations imposed upon it or the Mortgaged Property in the Permitted Encumbrances in accordance with their respective tears and provisions. Grantor will not modify or permit any modification of any Permitted Encumbrance without the prior written consent to Bank. (m) Title Policy. If requested by Bank, Grantor shall, at its sole cost and expense, obtain and maintain a Title Policy issued by a title company acceptable to Bank. (n) Appraisal. If Bank, in good faith, deems it necessary to have the Land and Improvements appraised, Bank may obtain a new appraisal at Lender's cost from an appraiser acceptable to Bank; provide howeve that Grantor shall be liable for the cost of any new appraisal if (i) the requirement of an appraisal is caused, in whole or in part, by the occurrence of an Event of Default, or (ii) Grantor has requested to extend the term ofthe Loan as provided in the Note. Bank may deem it necessaryto obtain a new appraisal if an Event of Default occurs and such continues beyond any expressed notice and cure period, or if material deterioration of the financial condition of Grantor occurs, or if material deterioration of the value of the Land and Improvements occurs caused by economic conditions or physical obsolescence. (o) No Other Liens. Grantor will not, without the prior written consent of Bank, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual (except for the lien for ad valorem taxes on the Mortgaged Property which are not delinquent or which are being contested in good faith), security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of ' hm% and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Bank, Grantor will cause the same to be discharged and released by payment, bond or other means within thirty (30) days after same becomes attached to the Mortgaged Property. (p) No Disposition. Except as permitted under the other Loan Documents, Grantor will not make a Disposition without obtaining Banks prior written consent to the Disposition. (q) Business Change. Grantor will not make or permit to occur or exist a material change in the character of its business activities as such existed on the date hereof, without Bank's prior written consent. (r) Environmental. Grantor shall not cause or permit the Mortgaged Property or Grantor to be in violation of, or do anything or permit anything to be done which will subject the Mortgaged Property to any remedial obligations under, any Environmental Laws, assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to Grantor and/or the Mortgaged Property, and Grantor will promptly notify Bank in writing of any existing, pending or, to the best knowledge of Grantor, threatened investigation or inquiry by any governmental authority in connection with any Environmental Laws. Grantor shall obtain all permits, licenses or similar authorizations to construct, occupy, operate or use any Improvements, Fixtures and equipment forming apart of the Mortgaged Property by reason of any Environmental Laws. Grantor shall take all steps necessary to determine that no Hazardous Substances are being disposed of or otherwise released on or to the Mortgaged Property. Grantor shall not cause or permit the disposal or other release of any Hazardous Substances on or to the Mortgaged Property and covenants and agrees to keep or cause the Mortgaged Property to be kept free of all Hazardous Substances and to remove the same (or if removal is prohibited by law, to take whatever action is required by Iaw) promptly upon discovery at its sole Page 12 of 26 2023007346 Page 13 of 27 expense. Upon Bank's reasonable request, at anytime and from time to time during the existence of this Deed of Trust (but not more frequently than once every twenty-four (24) months), Grantor will provide at Grantor's sole expense an inspection or audit of the Mortgaged Property from an engineering or consulting firm approved by Bank, indicating the presence or absence of Hazardous Substances on the Mortgaged Property. If Grantor fails to provide same after forty-five (45) days' notice, Bank may order same, and Grantor grants to Bank and its agents, employees, contractors and consultants access to the Mortgaged Property and a license (which Is coupled with an interest and irrevocable while this Deed of Trust is in effect) to perform inspections and tests. The cost of such inspections and tests shall be a demand obligation owing by Grantor to Bank pursuant to this Deed of Trust and shall be subject to and covered by the provisions of on 3.3 hereof. Grantor shall give prompt written notices to Bank. of : (i) any proceeding or inquiry by any governmental or nongovernmental entity or person with respect to the presence of any Hazardous Substances on, under, from or about the Mortgaged Property; the migration thereof from or to other property; the disposal, storage, or treatment of any Hazardous Substances generated or used on, under or about the Mortgaged Property; (ii) all claims made or threatened by any third party against Grantor or the Mortgaged Property or any other owner or operator, including a tenant, of the Mortgaged Property relating to any loss or injury resulting from any Hazardous Substance; and (iii) Grantors discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Mortgaged Property that could cause the Mortgaged Property or any part thereof to be subject to any investigation or cleanup pursuant to any Environmental Laws. If any remedial work ("Remedial Agrk") is reasonably necessary or desirable, Grantor shall commence and thereafter diligently prosecute to completion all such Remedial Work within ninety (90) days (or longer period if Bank believes such is necessary in Bank's reasonable discretion) after written demand by Bank for performance thereof (or such shorter period of time as may be required under any Environmental Laws). All Remedial Work shall be performed by contractors approved in advance by Bank, and under the supervision of a consulting engineer approved by Bank. All costs and expenses of such Remedial Work shall be paid by Grantor including, without limitation, Banles reasonable attorneys' fees and costs incurred in connection with monitoring or review of such Remedial Work. 3.3 Right of Bank to Perform. If Grantor fails to perform any act or to take any action which Grantor is required to perform or take hereunder or under any of the other Loan Documents, or to pay any money which Grantor is required to pay hereunder or under any of the other Loan Documents, or takes any action prohibited hereby or thereby, which failure continues beyond any applicable cure period provided for in any of the Loan Documents, Bank, in Grantor's name or in its own name, may, but shall not be obligated to, after providing Grantor with written notice of Bars intent, perform or cause to be performed such act or take such action. Bank's performance, as set forth in the preceding sentence, will not waive Grantor's default. Any amounts due and owing by Grantor to Bank pursuant to this Deed of Trust (including amounts payable pursuant to indemnity provisions) shall be payable on demand, shall bear interest from the date such amount becomes due until paid at the Maximum Rate, and shall be a part of the Indebtedness, and shall be secured by this Deed of Trust. 3.4 Change In Organization. Grantor will not cause or permit any (a) change of Grantors chief executive office to a jurisdiction other than as represented below in this Deed of Trust, or (b) change the state of Grantors orgaiu zation as it exists on the date of this Deed of Trust, or (c) change Grantors name as it exists on the date ofthis Deed of Trust, unless Grantor shall have notified Bank in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have fast taken all action required by Bank for the purpose of further perfecting or protecting the security interest in favor of Bank in the Mortgaged Property. In any written notice furnished pursuant to this Section, Grantor will expressly state that the notice is required by this Deed of Trust and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection ofBank's security interest in the Mortgaged Property. 3.5 INDEMNIpICATION REGARDING ENVIRONMENTAL MATTERS. GRANTOR AGREES Page 13 of 26 2023007346 Page 14 of 27 TO INDEMNIFY ATID HOLD BANK (FOR PURPOSES OF THIS SECTION, THE TERM "BANK" SHALL INCLUDE THE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF BANK, AND ANY PERSONS OR ENTITIES OWNED OR CONTROLLED BY, OWNING OR CONTROLLING, OR UNDER COMMON CONTROL OR OTHERWISE AFFILIATED WITH BANK) HARMLESS FROM AND AGAINST, AND TO REIMBURSE BANK WITH RESPECT TO, ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES (INCLUDING CONSEQUENTIAL DAMAGES), LIABILITIES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS - FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, IMPOSED ON, ASSERTED AGAINST OR INCURRED BY BANK AT ANY TIME AND FROM TIME TO TIME BY REASON OF, IN CONNECTION WITH OR ARISING OUT OF (A) THE BREACH OF ANY REPRESENTATION OR WARRANTY OF GRANTOR AS SET FORTH HEREIN REGARDING ENVIRONMENTAL LAWS, (B) THE FAILURE OF GRANTOR TO PERFORM ANY OBLIGATION HEREIN REQUIRED TO BE PERFORMED BY GRANTOR REGARDING ENVIRONMENTAL LAWS, (C) ANY VIOLATION ON OR BEFORE THE RELEASE DATE (DEFINED BELOW) OF ANY ENVIRONMENTAL LAWS IN EFFECT ON ORBEFORE THE RELEASE DATE, (D) THE REMOVAL OF HAZARDOUS SUBSTANCES FROM TH MORTGAGED PROPERTY (OR IF REMOVAL IS PROHIBITED BY LAW, THE TAKING OF WHATEVER ACTION IS REQUIRED BY LAWS (E) ANY ACT, OMISSION, EVENT OR CIRCUMSTANCE EXISTING OR OCCURRING ON OR PRIOR TO THE RELEASE DATE (INCLUDING, WITHOUT LIMITATION, THE PRESENCE ON THE MORTGAGED PROPERTY OR RELEASE FROM THE MORTGAGED PROPERTY OF ANY HAZARDOUS SUBSTANCES ON OR PRIOR TO THE RELEASE DATE), RESULTING FROM OR IN CONNECTION WITH THE OWNERSHIP, CONSTRUCTION, OCCUPANCY, OPERATION, USE AND/OR MAINTENANCE OF THE MORTGAGED PROPERTY, REGARDLESS OF WHETHER THE ACT, OMISSION, EVENT OR CIRCUMSTANCE CONSTITUTED A VIOLATION OF ANY ENVIRONMENTAL LAW AT THE TIME OF ITS EXISTENCE OR OCCURRENCE, AND (F) ANY AND ALL CLAIMS OR PROCEEDINGS (WHETHER BROUGHT BY PRIVATE PARTY OR GOVERNMENTAL AGENCY) FOR BODILY INJURY, PROPERTY DAMAGE, ABATEMENT OR REMEDIATION, ENVIRONMENTAL DAMAGE OR IMPAIRMENT OR ANY OTHER INJURY OR DAMAGE RESULTING FROM OR RELATING TO ANY HAZARDOUS SUBSTANCE OR SOLID WASTE LOCATED UPON OR MIGRATING INTO, FROM OR THROUGH THE MORTGAGED PROPERTY (WHETHER OR NOT ANY OR ALL OF THE FOREGOING WAS CAUSED BY GRANTOR OR ITS TENANT OR SUBTENANT, OR A PRIOR OWNER OF THE MORTGAGED PROPERTY OR ITS TENANT OR SUBTENANT, OR ANY THIRD PARTY AND WHETHER OR NOT THE ALLEGED LIABILITY IS ATTRIBUTABLE TO THE HANDLING, STORAGE, GENERATION, TRANSPORTATION OR DISPOSAL OF SUCH SUBSTANCE OR WASTE OR THE MERE PRESENCE OF SUCH SUBSTANCE OR WASTE ON THE MORTGAGED PROPERTY); PROVIDED, HOWEVER. THAT SUCH CONDITIONS MUST HAVE BEEN CREATED PRIOR TO OR DURING GRANTOR'S OWNERSHIP OF THE PROPERTY. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LOSSES, DAMAGES (INCLUDING CONSEQUENTIAL DAMAGES), LIABILITIES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR WHICH ARISE AS A RESULT OF STRICT LIABILITY, WHETHER UNDER APPLICABLE ENVIRONMENTAL LAWS OR OTHERWISE. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNMCATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNInED PARTY. THE TERM "RELEASE DATE" AS USED HEREIN SHALL MEAN THE EARLIER OF THE FOLLOWING TWO DATES: (A) THE DATE ON WHICH THE INDEBTEDNESS HAS BEEN PAID AND ALL OBLIGATIONS HAVE BEEN PERFORMED IN FULL, OR (B) THE DATE ON WHICH THE LIEN OF THIS DEED OF TRUST IS FORECLOSED OR A CONVEYANCE BY DEED IN LIEU OF SUCH Page 14 of 26 2023007346 Page 15 of 27 FORECLOSURE IS FULLY EFFECTIVE; PROVIDED. IF SUCH PAYMENT, PERFORMANCE, RELEASE, FORECLOSURE OR CONVEYANCE IS CHALLENGED, IN BANKRUPTCY PROCEEDINGS OR OTHERWISE, THE RELEASE DATE SHALL BE DEEMED NOT TO HAVE OCCURRED UNTIL SUCH CHALLENGE IS REJECTED, DISMISSED OR WITHDRAWN WITH PREJUDICE. THE FOREGOING INDEMMTIES SHALL NOT TERMINATE UPON THE RELEASE DATE OR UPON THE RELEASE, FORECLOSURE OR OTHER TERMINATION OF THIS DEED OF TRUST BUT WILL SURVIVE THE RELEASE DATE, FORECLOSURE OF THIS DEED OF TRUST OR CONVEYANCE IN LIEU OF FORECLOSURE, AND TEE REPAYMENT OF THE INDEBTEDNESS AND THE DISCHARGE AND RELEASE OF THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS. ANY AMOUNT TO BE PAID HEREUNDER BY GRANTOR TO BANK SHALL BE A DEMAND OBLIGATION OWING BY GRANTOR TO BANK AND SHALL BE SUBJECT TO AND COVERED BY THE PROVISIONS OF SECTION 3.3 HEREOF. ARTICLE FOUR ASSIGNMENT OF RENTS 4.1 Assignment of Rents. Grantor assigns to Lender all present and fiture rent and other income and receipts from the Property, in accordance with Chapter 64 of the Texas Property Code. ARTICLE FIVE EVENTS OF DEFAULT Defaults. The term "Event of Default" as used in this Deed of Trust shall mean the occurrence of any of the following events (but subject to any applicable cure and/or grace period): 5.1 Failure to Pay Indebtedness. Grantor shall fail to pay any installment of principal or interest on the Indebtedness, or any portion thereof, within ten (10) days after such payment is due; or 5.2 Non -Performance of Covenants. The failure of Grantor to timely and properly observe, keep or perform any covenant, agreement, warranty or condition required herein, and such failure continues for more than thirty (30) days after written notice thereof shall have been given by Bank to Grantor; or 5.3 False Representation. Any representation by Grantor or Guarantor contained herein or in any other Loan Document or otherwise made by Grantor or any Guarantor to Bank in connection with the Indebtedness and Loan Documents is false or misleading when made in any material respect; or 5.4 Action by Other Lienholder. The holder of any lien or security interest on the Mortgaged Property (without hereby implying the consent of Bank to the existence or creation of any such lien or security interest) declares a default thereunder and such default is not cured within any applicable grace and/or notice and cure period, or institutes foreclosure or other proceedings for the enforcement of its remedies thereunder; or 5.5 Disposition of Mortgaged Property. Without the prior written consent of Bank, Grantor makes a Disposition, it being understood that the consent of Bank to a Disposition required hereunder may be refused by Bank in its sole discretion; or 5.6 Other Liens. Without the prior written consent of Bank, Grantor creates, places or permits to be created or placed, or through any act or failure to act, acquiesces in the placing of, or allows to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual (except for the lien for ad valorem taxes on the Mortgaged Property which are not delinquent), security interest, encumbrance or Page 15 of 26 2023007346 Page IS of 27 charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, or acquires any Fixtures; equipment or other property forming a part of the Mortgaged Property pursuant to a lease, license or similar agreement; or 5.7 Other Contracts. A default or Event of Default shall occur and be continuing after the expiration of any applicable grace and/or notice and cure period under any other written agreement (which is not a Loan Document) between Bank and Grantor. 5.8 Loan Agreement. An Event of Default occurs under the Loan Agreement. ARTICLE SIX REMEDIES AND RELATED RIGHTS If an Event ofDefault shall occur, Bank may exercise any one or more of the following remedies and shall, in addition to any other rights, have the following related rights, without notice (unless notice is required by Legal Requirements): 6.1 Acceleration. Upon the occurrence of an Event of Default, Bank shall have the option of declaring all Indebtedness in its entirety to be immediately due and payable, and the liens and security interests evidenced hereby shall be subject to foreclosure in any manner provided for herein or provided for by applicable law as Bank may elect. If, after maturity of the Indebtedness (whether by acceleration, default or otherwise) and prior to the sale of the Mortgaged Property under this Deed of Trust, Bank receives any partial payment on the Indebtedness, Bank shall be entitled to retain the amount of the payment and apply the same to the Indebtedness, giving Grantor credit therefor, without waiving or affecting the right of Bank (and the Trustee) to proceed with foreclosure and sale under this Deed of Trust. 6.2 Foreclosure. If an Event of Default occurs, Trustee will, at request of Bank, sell all or any part of the Mortgaged Property, as Trustee in Trustee's discretion elects. Further, the Trustee will, at request of Hank, sell all or any part of any additional secured property, if any, described in Exhibit "A" below. The sale will be made in accordance with Texas Property Code ("Property Code") Section 51.002 or any successor statute. Ifthe Land is situated in more than one county, then required notices will be given in both or all of such counties, the Mortgaged Property may be sold in either or any such county, and such notices shall designate the county where the Mortgaged Property will be sold. The affidavit of any person having knowledge of the facts to the effect that such service was completed shall be prima facie evidence of the fact of service. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Bank may request, and any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Trustee of less than the whole of the Mortgaged Property shall not exhaust the power of We herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the Indebtedness and the expense of executing this trust as provided herein, this Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made; provided, however. that Grantor shall never have any right to require the sale of less than whole of the of the Mortgaged Property but Bank shall have the right, at its sole election, to request Trustee to sell less than the whole of the Mortgaged Property. After each sale, Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances in the name of Grantor, conveying the property so sold to the purchaser or purchasers in fee simple with general warranty of title, and shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to Trustee shall satisfy the obligation of purchaser at such sale therefor, and such purchaser shall not be responsible for the application thereof. The power of sale granted herein shall not b exhausted by any sale held hereunder by Trustee or his substitute or Page 16 of 26 2023007346 Page 17 of 27 successor, and such power of We may be exercised from time to time and as many times as Bank may deem necessary until all of the Mortgaged Property has been duly sold and all Indebtedness has been fully paid. In the event any We hereunder is not completed or is defective in the opinion of Bank, such sale shall not exhaust the power of sale hereunder and Bank shall have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in a any deed or deeds given by Trustee or any successor or substitute appointed hereunder as to nonpayment of the Indebtedness, or as to the occurrence of any Event of Default, or as to Bank having declared all of such Indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to the refusal, failure or inability to act of Trustee or any substitute or successor, or as to the appointment of any substitute or successor Trustee, or as to any other act or thing having been duly done by Bank or by °Trustee or any substitute or successor, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Trustee, his successor or substitute, may appoint or delegate anyone or more persons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including, without limitation, the posting of notices and the conducting of sales, but in the name and on behalf of Trustee, his successor or substitute. Bank may at any time before the sale direct Trustee to abandon the sale, and may at any time thereafter direct Trustee to again commence foreclosure. Whether or not foreclosure is commenced by Trustee, Bank may at any time after an Event of Default occurs institute suit for collection of all or any part of the Indebtedness or foreclosure of the line of this Deed of Trust or both. If Bank institutes suit for collection of the Indebtedness and foreclosure of the lien of this Deed of Trust, Bank may at any time before the entry of final judgment dismiss the same, and require Trustee to sell the Mortgaged Property in accordance with the provisions of this Deed of Trust. No single sale or series of sales under this Deed of Trust or by judicial foreclosure will extinguish the lien or exhaust the power of sate under this Deed of Trust except with respect to the items of property sold. Trustee (including any successor trustee) will not be liable for any error of judgment or act done by such party in good faith, or be otherwise responsible or accountable to Grantor under any circumstances. 6.3 Right to Require Proof of F#nancial Ability and/or Cash Bid. At any time during the bidding during a sale as described in Section 6.2, the Trustee may require a bidding party (a) to disclose its full name, state and city of residence, occupation, and specific business office location, and the name and address of the principal the bidding party is representing (if applicable), and (b) to demonstrate reasonable evidence of the bidding party's financial ability (or, if applicable, the financial ability of the principal of such bidding party), as a condition to the bidding party submitting bids at the foreclosure sale. If any such bidding patty (the "Questioned B idder") declines to comply with the Trustee's requirement in this regard, or if such Questioned Bidder does respond but the Trustee, in Trustee's sole discretion, deems the information or the evidence of the financial ability of the Questioned Bidder (or, if applicable, the principal of such bidding party) to be inadequate, then the Trustee may continue the bidding with reservation; and n such event (i) the Trustee shall be authorized to caution the questioned Bidder concerning the legal obligations to be incurred in submitting bids, and (ii) if the Questioned Bidder is not the highest bidder at the sale, or if having been the highest bidder the Questioned Bidder fails to deliver the cash purchase price payment promptly to the Trustee, all bids by the Questioned Bidder shall be null and void. The Trustee may, in Trustee's sole and absolute discretion, determine that a credit bid may be in the best interest of Grantor and Bank, and elect to sell the Mortgaged Property for credit or for a combination of cash and credit; wovided howev that the Trustee shall have no obligation to accept any bid except an all cash bid. In the event the Trustee requires a cash bid and cash is not delivered within a reasonable time after conclusion of the bidding process, as specified by the Trustee, but in no event later than 3;45 p.m. local time on the day of We, then said contingent sale shall be null and void, the bidding process may be recommenced, and any subsequent bids or sale shall be made as if no prior bids were made or accepted. 6.4 Proceeds of Sale. The proceeds of any We held by Trustee or any receive or public officer in foreclosure of the liens evidenced hereby shall be applied: FIRST, to the payment of all necessary costs and expenses incident to such foreclosure sale, Page 17 of 26 2023007346 Page 18 of 27 including, but not limited to, all court costs and charges of every character in the event foreclosed by suit, attorneys! fees and a reasonable fee to Trustee acting under the provisions of Section 6.3 if foreclosed by power of sale as provided in said paragraph, not exceeding five percent (5%) of the proceeds of such sale; SECOND, to the payment in full of the Indebtedness (including, without limitation, the principal and interest due and unpaid on the Note, attorneys' fees and any other amounts due and unpaid and owed to Bank under this Deed of Tnist) in such order as Bank may elect in its sole direction; and THIRD, the remainder, if any there shall be paid to Grantor or to such other parry or parties as may be entitled thereto by applicable law- 6-5 Waiver of Deficiency Statute. (a) In the event an interest in any ofthe Mortgaged Property is foreclosed upon pursuant to a judicial or nonjudicial foreclosure sale, Grantor agrees as follows: notwithstanding the provisions of Sections 51.003, 51.004 and 51.005 of the Property Code (as the same may be amended from time to time), and to the extent permitted by law, Grantor agrees that Bank shall be entitled to seek a deficiency judgment from Grantor and any/or other party obligated on the Indebtedness equal to the difference between the amount owing on the Indebtedness and the amount for which the Mortgaged Property was sold pursuant to judicial or nonjudicial foreclosure sale. Grantor expressly recognizes that this Section 6,5(.4 constitutes a waiver of the above -cited provisions of the Property Code which would otherwise permit Grantor and other persons against whom recovery of deficiencies is sought or Guarantor independently (even absent the initiation of deficiency proceedings against them) to present competent evidence of the fair market value of the Mortgaged Property as of the date of the foreclosure sale and offset against any deficiency the amount by which the foreclosure sale price is determined to be less than such fair market value. Grantor farther recognizes and agrees that this waiver creates an irrebuttable presumption that the foreclosure sale price is equal to the fair market value of the Mortgaged Property for purposes of calculating deficiencies owed by Grantor and/or others against whom recovery of a deficiency is sought. (b) Alternatively, in the event the waiver provided for in Subsection (a) above is determined by a court of competent jurisdiction to be unenforceable, the following shall be the basis for the finder of fact's determination of the fair market value of the Mortgaged Property as of the date of the foreclosure sale in proceedings governed by Sections 51.003, 51.004 and 51.005 of the Property Code (as amended from time to time): (J) the Mortgaged Property shall be valued in an "as is" condition as of the date of the foreclosure sale. without any assumption or expectation that the Mortgaged Property will be repaired or improved in any manner before a resale of the Mortgaged Property after foreclosure; (ii) the valuation shall be based upon an assumption that the foreclosure purchaser desires a resale of the Mortgaged Property for cash promptly (but not later than twelve [121 months) following the foreclosure sale; (in) all reasonable closing costs customarily borne by the seller in commercial real estate transactions should be deducted from the gross fair market value of the Mortgaged Property, including, without limitation, brokerage commissions, title instuwce, a survey of the Mortgaged Property, tax perorations, attorneys' fees, and marketing costs; (iv) the gross fair market value of the Mortgaged Property shall be further discounted to account for any estimated holding costs associated with maintaining the Mortgaged Property pending sale, including, without limitation, utilities expenses, property management fees, taxes and assessments (to the extent not accounted for in (iii) above), and other maintenance, operational and ownership expenses; and (v) any expert opinion testimony given or considered in connection with a determination of the fair market value of the Mortgaged Property must be given by persons having at least five (5) years' experience in appraising property similar to the Mortgaged Property and who have conducted and prepared a complete written Page 18 of 26 2023007346 Page 19 of 27 appraisal of the Mortgaged Property taking into consideration the factors set forth above. 6.6 Bank as Purchaser. Bank shall have the fight to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and if Bank purchases at any such sale Bank shall have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the Indebtedness owing to Bankr - 6.7 Remedies Cumulative. All remedies herein expressly provided for are cumulative of any and all other remedies existing at law or in equity and are cumulative of any and all other remedies provided for in any of the other Loan Documents, or any part thereof, or otherwise benefiting Bank, and Trustee and Bank shall, in addition to the remedies herein provided, be entitled to avail themselves of all such other remedies as may now or hereafter exist at law or in equity for the collection ofthe Indebtedness and the enforcement ofthe covenants herein and the foreclosure of the liens and security interests evidenced hereby, and resort to any remedy provided for hereunder or under any such Loan Documents or provided for by law shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies. 6.8 Payment after Acceleration. If, following the occurrence of an Event of Default, and an acceleration of the Indebtedness or any part thereof but prior to a foreclosure sale of the Mortgaged Property, Grantor shall tender to Bank the payment of an amount sufficient to satisfy the entire Indebtedness or the part thereof which has been accelerated, such tender shall be deemed a voltuitary prepayment pursuant to the Indebtedness and, accordingly, Grantor, to the extent permitted by applicable law, shall also pay to Bank the premium, if any, then required under the Loan Documents in order to exercise the prepayment privilege contained therein. 6.9 Security Agreement. With respect to any of the Mortgaged Property governed by the Uniform Commercial Code, this Deed of Trust shall constitute a security agreement between Grantor as the "Debtor" and Bank as the "Segued Party," and Grantor hereby grants to Bank a security interest in such portion of the Mortgaged Property. Cumulative of all other rights of Bank hereunder, Bank shall have all ofthe rights conferred upon secured parties by the Code. Grantor will execute and deliver to Bank all financing statements that may from time to time be required by Bank to establish and maintain the validity and priority of the security interest of Bank, or any modification thereof, and shall bear all costs and expenses of any searches reasonably required by Bank. Bank may exercise any or all of tine remedies of a secured party available to it under the Code with respect to such property, and it is expressly agreed that if upon default Bank should proceed to dispose of such property in accordance with the provisions of the Code, then five (5) business days' notice by Bank to Grantor shall be deemed to be reasonable notice under any provision of the Code requiring such notice; prov i ed, h wev that Bank may at its option dispose of such property in accordance with Bank's rights and remedies with respect to the real property pursuant to the provisions of this Deed of Trust, in lieu of proceeding under the Code. Additionally, but not in lieu of any other fights held by Bank, Bank may offset against any accounts or sums of Grantor held by Bank up to the full amount of the indebtedness secured hereby, as the same becomes due. ARTICLE SEVEN bUSCELLANEOUS 7.1 Defeasance. If all of the Indebtedness is paid as the same becomes due and payable and Grantor's ability to borrow under the Loan Documents has been terminated, then and in that event only, all rights under this Deed of Trust shall terminate and the Mortgaged Property shall become wholly clear of the liens, security interests, conveyances and assignments evidenced hereby, which shall be released by Bank in due form at Grantor's cost. 7.2 Risk of Loss; implied Covenants. The risk of loss or damage to the Mortgaged Property is on Grantor, and Bank shall have no liability whatsoever for the decline in value of the Mortgaged Property, for failure Page 19 of 26 2023007346 Page 20 of 27 to obtain or maintain insurance, or for failure to determine whether insurance in force is adequate as to amount or as to the risks insured. Grantor and Bank agree that there are no, not shall there be any, implied covenants of good faith and fair dealing or other similar covenants or agreements in this Deed of Trust and the other Loan Documents. All agreed contractual duties are set forth in this Deed of Trust, the Note, and the other Loan Documents. 7.3 Successor Trustee. Trustee may be removed at any time with or without cause, at the option of Bank, by written declaration of removal executed by Bank, without any notice to or demand upon Trustee, Grantor or any other person. if at any time Trustee is removed, dies or refuses, fails or is unable to act as Trustee, bank may appoint any person as successor Trustee hereunder, without any formality other than a written declaration of appointment executed by Bank. Immediately upon appointment, the successor Trustee so appointed automatically will be vested with all the estate and title in the Mortgaged Property, and with all of the rights, powers, privileges, authority, options and discretion, and charged with all of the duties and liabilities, vested in or imposed upon Trustee by this instrument, and any conveyance executed by any successor Trustee will have the same effect and validity as if executed by the Trustee named in this Deed of Trust. 7.4 IN EMNITY. GRANTOR SUALL INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS BANK AS PROVIDED IN THE LOAN AGREEMENT. 7.5 Waiver by Bank Bank may at any time and from time to time in writing (a) release any part of the Mortgaged Property, or any interest therein from the lien and security interest of this Deed of Trust without the joinder of Trustee, or (b) release any party liable, either directly or indirectly, for the Indebtedness or for any covenant herein or in any of the other Loan Documents now or hereafter securing the payment of the Indebtedness, without impairing or releasing the liability of any other party. No such act shall in any way impair the rights of Bank hereunder except to the extent specifically agreed to by Bank in such writing. 7.6 Actions by Bank. The lien, security interest and other security rights of Bank hereunder shall not be impaired by any indulgence, moratorium or release granted by Bank, including but not limited to (a) any renewal, extension, increase or modification which Bank may grant with respect to any of the Indebtedness, (b) any surrender, compromise, release, renewal, extension, exchange or substitution which Bank may grant in respect of the Mortgaged Property, or any part thereof or any interest therein, or (c) any release or indulgence granted to any endorser, guarantor or surety of any of the Indebtedness. The taking of additional security by Bank shall not release or impair the lien, security interest or other security rights of Bank hereunder or affect the liability of Grantor or of any endorser or guarantor or other surety or improve the rights of any permitted junior lienholder in the Mortgaged Property. In the event the ownership of the Mortgaged Property or any part thereof becomes vested in a person other than Grantor (without implying Bank's consent), Bank may, at Bank's option, deal with such successor or successors in interest with reference to this Deed of Trust and to the Indebtedness in the some manner as with Grantor, without in any way discharging Grantor's liability upon the Indebtedness or the Obligations. 7.7 Rights of Bank. Bank may waive any Event of Default without waiving any other prior or subsequent Event of Default. Bank may remedy any Event of Default without waiving the Event of Default remedied. Neither the failure by Bank to exercise, nor the delay by Bank in exercising, any right, power or remedy upon any Event of Default shall be construed as a waiver of such Event of Default or as a waiver of the right to exercise any such right, power or remedy at a later date. No modification or waiver of any provision hereof nor consent to any departure by Grantor therefrom shall in any event be effective unless the same shall be in writing and signed by Bank and then such waiver or consent shall be effective only in the specific instances, for the purpose for which given and to the extern therein specified. No notice to nor demand on Grantor in any case shall of itself entitle Grantor to any other or further notice or demand in similar or other circumstances. Acceptance by Bank of any payment in an amount less than the amount then due on any of the Indebtedness shall be deemed an acceptance on account only and shall not in any way affect the existence of an Event of Default hereunder. 7.8 Fixture luting. This Deed of Trust shall be effective as a financing statement filed as a fixture filing Page 20 of 26 2023007346 Page 21 of 27 with respect to all Fixtures included within the Mortgaged Property and is to be filed for record in the real property records in the Office of the County Clerk for the county or counties where the Mortgaged Property (including said Fixtures) is situated, or such other place or places as may be required under applicable law. T9 Subrogation. To the extent that proceeds 'of the Note are used to pay indebtedness secured by any outstanding lien, security interest, charge or prior encumbrance against the Mortgaged Property, such proceeds have been advanced by Bank at Grantor's request and Bank shall be subrogated to any and all rights, security interests and liens owned or held by any owner or holder of such outstanding liens, security interests, charges or encumbrances, irrespective of whether said liens, security interests, charges or encumbrances are released; provided, ever that the terms and provisions ofthis Deed of Trust shall govern the rights and remedies ofBank and shall supersede the terms, provisions, rights and remedies under and pursuant to the instruments creating the liens, security interests, charges or encumbrances to which Bank is subrogated hereunder. 7.10 Application of Indebtedness. If any part of the Indebtedness cannot be lawfully secured by this Deed of Trust or if any part of the Mortgaged Property cannot be lawfully subject to the lien and security interest hereof to the full extent of the Indebtedness, then all payments made shall be applied on said Indebtedness first in discharge of that portion thereof which is unsecured by this Deed of Trust. 7.11 Contest of Certain Claims. Notwithstanding any provision to the contrary contained in this Deed of Trust, Grantor shall not be in default for failure to pay or discharge any Imposition or mechanic's or materiahnan's lien asserted against the Mortgaged Property if, and so long as: (a) Grantor shall have notified Bank of same within ten (10) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith contest the same by appropriate legal proceedings which shall operate to prevent the enforcement or collection of the same and the sale of the Mortgaged Property or any part thereof, to satisfy the same; (c) Grantor shall have furnished to Bank a cash deposit, or an indemnity bond satisfactory to Bank with a surety satisfactory to Bank, in the amount of the Imposition or mechanic's or materialman's lien claim, plus a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith, to assure payment of the matters under contest and to prevent any sale or forfeiture of the Mortgaged Property or any part thereof; (d) Grantor shall promptly upon final determination thereof pay the amount of any such Imposition or claim so determined, together with all costs, interest and penalties which may be payable in connection therewith; (a) 'the failure to pay the Imposition or mechanic's or materialman's lien claim does not constitute a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Mortgaged Property; and (f) notwithstanding the foregoing, Grantor shall immediately upon request of Bank pay (and if Grantor shall fail so to do, Bank may, but shall not be required to, pay or cause to be discharged or bonded against) any such Imposition or claim notwithstanding such contest, if in the reasonable opinion of Bank the Mortgaged Property shall be in jeopardy or in danger of being forfeited or foreclosed. Bank may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Bank, the entitlement of such claimant is established. 7.12 Maximum Interest. It is expressly stipulated and agreed to be the intent of Grantor and Bank at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Note or the other Indebtedness (or applicable United States federal law to the extern that it permits Bank to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged, taken, reserved or received pursuant to the Note, any of the other Loan Documents or any other communication or writing by or between Grantor and Bank related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged or received by reason of Bank's exercise of the option to accelerate the maturity of the Note and/or the other Indebtedness, or (c) Grantor will have paid or Bank will have received by reason of any voluntary prepayment by Grantor of the Note and/or the other Indebtedness, then it is Grantor's and Banles express intent that all amounts charged in excess of the Maximum Rate shall be automatically canceled, ab initio, and, then fpso facto, all amounts in excess of the Maximum Rate heretofore collected by Bank shall be Page 21 of 26 2023007346 Page 22 of 27 credited on the principal balance of the Note and/or the other Indebtedness (or, if the Note and/or all other Indebtedness have been or would thereby be paid in full, refunded to Grantor), and the provisions of the Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery ofthe fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Grantor and Bank agree that Bank shall, with reasonable promptness after Bank discovers or is advised by Grantor that interest was received in an amount in excess of the Maximum Rate, either refund such excess interest to Grantor and/or credit such excess interest against the Note and/or any other Indebtedness then owing by Grantor to Bank. Grantor hereby agrees that as a condition precedent to any claim seeking usury penalties against Bank, Grantor will provide written notice to Bank, advising Bank in reasonable detail of the nature and amount of the violation, and Bank shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Grantor or crediting such excess interest against the Note and/or the other Indebtedness then owing by Grantor to Bank. All sums contracted for, charged or received by Bank for the use, forbearance or detention of any debt evidenced by the Note and/or the other Indebtedness shall, to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of the Note and/or the other Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Note and/or the other Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to the Note and/or the other Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Note and/or the other Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Bank to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. 7.13 Notices. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and mailed, faxed, or delivered, to the address specified for notices on the signature page below or to such other address as shall be designated by such party in a noticeto the other parties. Subject to Section 51.002 of the Property Code, all such other notices and other communications shall be deemed to have been given or made upon the earliest to occur of (a) actual receipt by the intended recipient, or (b) (i) if delivered by hand or courier, when signed for by the designated recipient, (ii) if delivered by mail, on the date of deposit in the mail, postage prepaid, and (iii) if delivered by facsimile when sent and receipt has been confirmed by telephone. Electronic mail and internet websites may be used only to distribute only routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose. 7.14 Heirs, Successors and Assigns. The terms, provisions, covenants and conditions hereof shall be binding upon Grantor, and the heirs, devisees, representatives, successors and assigns of Grantor including all successors in interest of Grantor in and to all or any part of the Mortgaged Property, and shall inure to the benefit of Trustee and Bank and their respective heirs, successors, substitutes and assigns and shall constitute covenants running with the Land. All references in this Deed of Trust to Grantor, Trustee or Bank shall be deemed to include all such heirs, devisees, representatives, successors, substitutes and assigns. All Obligations contained in this Deed of Trust and the other Loan Documents are intended by Grantor, Trustee and Bank to be, and shall be construed as, covenants running with the Mortgaged Property until the lien of this Deed of Trust has been fully released by Bank. 7.15 Severability. A determination that any provision of this Deed of Trust is unenforceable or invalid shall not affect the enforceability or validity of any other provision and any determination that the application of any provision of this Deed of Trust to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances. Page 22 of 26 2023007346 Page 23 of 27 7.16 Gender and Number. Within this Deed of Trust, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural and words in the plural number shall be held and construed to include the singular, unless in each instance the context otherwise requires. 7.17 Joint and Several. Where two or more persons or entities have executed this Deed of Trust, unless the context clearly indicates otherwise, the term "Grantor" as used in this Deed of Trust means the grantors hereunder or either or any of them and the obligations of Grantor hereunder shall be joint and several. 7.18 Consent to Disposition. It is expressly agreed that Bank may predicate Bars decision to grantor withhold consent to a Disposition on such terms and conditions as Bank may require, in Bardes sole discretion, including without limitation (a) consideration of the creditworthiness ofthe party to whom such Disposition will be made and its management ability with respect to the Mortgaged Property, (b) consideration of whether the security for repayment of the Indebtedness and the performance and discharge of Grantor's obligations under this Deed of Trust, or Bw&s ability to enforce its rights, remedies, and recourses with respect to such security, will be impaired in any way by the proposed Disposition, (c) an increase in the rate of interest payable under the Note or any other change in the terms and provisions of the Note and other Loan Documents, (d) reimbursement of Bank for all costs and expenses incurred by Bank in investigating the creditworthiness and management of the party to whom such Disposition will be made and in determining whether Bank's security will be unpaired by the proposed Disposition, (e) payment of Bank's reasonable attorneys' fees in connection with such Disposition, (f) the execution of assumption agreements, modification agreements, supplemental loan documents, and financing statements, satisfactory in form and substance to Bank, (g) endorsements (to the extent available under applicable law) to any existing mortgagee title insurance policies insuring Bank's liens and security interests covering the Mortgaged Property, and (h) requiring additional security for the payment of the Indebtedness and performance and discharge of Grantor's obligations under this Deed of Trust. Nothing contained in this Section 7.18 is intended to alter Bank's authority to withhold its consent to a Disposition in its sole, arbitrary discretion. 7.19 Entire Agreement. The Loan Documents constitute the entire understanding and agreement between Grantor and Bank with respect to the transactions arising in connection with the Indebtedness and supersede all prior written or oral understandings and agreements between Grantor and Bank with respect thereto. Grantor hereby acknowledges that, except as incorporated in writing in the Loan Documents, there are not, and were not, and no Persons are or were authorized by Bank to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the transaction which is the subject of the Loan Documents. The Loan Documents may only be modified or terminated by a written instrument or instruments executed by the party against which enforcement of the modification or termination is asserted. Any alleged modification or termination which is not so documented shall not be effective as to any party. 7.20 Rules of Construction and Loan Agreement. The section headings or captions in this Deed of Trust are for convenience and are not a part of this instrument for any purpose. Any action permitted to Bank may be taken by any authorized officer, employee or agent of Bank, or any attorney, accountant, environmental consultant or other advisor or professional retained by Bank. Use of the term "including" does not imply any limitation on (but may expand) the antecedent reference. Unless the context clearly requires otherwise, the term "may" does not imply any obligation to act Any reference to exhibits or schedules means the exhibits or schedules to this Deed of Trust, which are fully incorporated by reference into this Deed of Trust. Any reference to a particular document includes all modifications, supplements, replacements, renewals or extensions of that document, but this rule of construction does not authorize amendment of any document without Bank's consent. In the event of any conflict between the term of this Deed of Trust and the Loan Agreement, the terms of the Loan Agreement shall govern. 7.21 Release of Lien. If the Indebtedness is frilly paid and Bank has no further obligation to lend to Page 23 of 26 2023007346 Page 24 of 27 Borrower, and the Obligations are fully discharged, Bank, upon Grantor's written request and at Grantor's expense, will execute a release of the lien created by this Deed of Trust, The release must be in form and content satisfactory to Bank. 7.22 GOVERNING LAW; PLACE OF PERFORMANCE. THE LOAN DOCUMENTS ARE BEING EXECUTED AND DELIVERED, AND ARE INTENDED TO BE PERFORMED, IN THE STATE OF TEXAS, AND TIME LAWS OF SUCH STATE AND OF THE UNITED STATES SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES HERETO AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THE LOAN DOCUMENTS, EXCEPT TO THE EXTENT OTHERWISE SPECIFIED IN ANY OF THE LOAN DOCUMENTS. THIS DEED OF TRUST, ALL Of THE OTHER LOAN DOCUMENTS, AND ALL OF THE OBLIGATIONS OF GRANTOR UNDER ANY OF THE LOAN DOCUMENTS ARE PERFORMABLE IN WILLIAMSON COUNTY, TEXAS. VENUE OF ANY LITIGATION INVOLVING THIS DEED OF TRUST OR ANY LOAN DOCUMENT SHALL BE MAINTAINED IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN WILLIAMSON COUNTY, TEXAS, TO THE EXCLUSION OF ALL OTHER VENUES. 7.23 WAIVER OF RIGHT TO TRIAL BY JURY. GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT OF ANY OF THE LOAN DOCUMENTS OR THE ACTS OR FAILURE TO ACT OF OR BY BANK IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF TMS DEED OF TRUST OR THE OTHER LOAN DOCUMENTS. EXECUTED to be effective as of January 27, 2023. GRANTOR: HRCDS LLC, aTexas limited liability company By: avid Hanford, fanaging ember ACKNOWLEDGMENT State of Texas County of This instrument was acknowledged before me on January 11, 2023, by David l ford, as Managing Member of HRCDS LLC, aTexas limited liability company, on behalf of such entity. o TFAVIS J SMITH / Notary "ic, state of Texas Notary Pub _+ +� My Commission Expires !�V oao;w 30. 2024 t 76696-0 Page 24 of 26 2023007346 Page 25 of 27 EXHIBIT A PROPERTYDESCRIPTION The [.arid referr> d to llweh baleen b situated into CourAyalf VYtllaanr", Stine of Tom, and Is desrstbed as follows: FOR A ;.087 ACRE (221.586 SCIL FT.) TRACT OF BAND SITUATED IN THE fAARIA JESUSA GARCIA SURVEY,.ASSTRACT ND. 246. WILLIAMSON COUNTY, TEXAS, BEING ALL OF THE CALLED 5D9D ACRE TRACT Of LAND CONVEYED TO KA-ROD lN1,'ESTLIENTS, LLC. RECORDED IN DOCUhtI+NT NO.201 W61873 OF THE OFFICIAL PUBLIC RECORDS OF NALLWUSON COUNTY, TEXAS. SAID 5.087 ACRE TRACT Or LAND BEING SURVEYED ON THE GROUND BY DIAMOND SURVEYING DURING THE MONTH OF NOVEMBER 2020. AND BEING MORE PARTICULARLY DESMBED BY METES AND BOUNDS AS FOLLOWS: 9EGINNING at a 1f2' imp rod found tnonwnan*V tt , northwest coma o, said 5.Q90 arse K44ZOO W emmertts, LLC tract and the sanhwest voter of Mo railed 5321 acre trail of herd mnveved to Rodric Diagle- and Karen Sue Dzigie, tuabatd and vids, TPwrdd n Oootungnt No. 2016051874 of the Official Pubic Rccords d 14iisrn5on County. Texas. some being an the oast right-ot�way Ine of County Road 140. for the northwest oomer and POINT OF BE GKMG hereof: THENCE. N fir23'18" E with the north bounden• fre of said 5.D90 acre KA-ROD Irrrestfnents. LLC tract, in part vAh the sotto boundary lure of said S.320 acre Daigle tract and in part vrith the south boundary fine of the coled 5,314 ea'e tract of land oonv-;ed to Jose A4 Ortz recorded in Document No. 2009061223 of the 01116al Puble Records of Wilamson Count., Texas, passim ar a distance of 571 IAA ie-A a 112' iron rod bond monumen" the sortneast corner or said 5.n0 acre Diagte trace and tho. gout mvV oomef of said 5.31d acre Ortiz trad, ax tie in9 in all a loW disba>L- of Gid.06 feet to a 1r2' non rod found monurnentvg the nced*ast comer of said S 090 acre KA-Rod in-mstrnents. LLC tract aM the most northerly rw t %st corner of tho called 5.40 aorta vast of kind conesyy%d to Jullo Hormrtdez and wtfo, Rosa M. Irkawdoz, recor&A In Doanwnt No. 20060d5890 of the Official Pubic Records of 11'@iamson Counter, Texas, same lasing on a point in semi south boundary Cate of the 5314 acre Orta trail. for the northeast corner hereof: THENCE. S 21'31'11" E with 1ho east boundwy ine of said 5.090 acre KA-ROD Inveclmattts, LLC tract common Ath said SAD acre Homandez tact, for a distance of 349.82 feN to a 1i2' iron rod found moraawnting the southeast caret of said 5.090 acre KA-ROD Imsstments. LLC tract end an interior el comer of saki 5.40 acre Hemandez iracL forme sm4wast come: hereof: TH&OCi . S 68'Z3'15' W aith ttte south boundary tine of avid 5.0L4 acre KA ftOU (nvestriwis. LLC tr)d common with slid 540 sae Hernandez tract, for o dmt; rnm of 632 05 feet to a bent ir2 ion rod found monumontkV the southwest comer of said 5.090 acre KA-ROD Irrrostmwft, LLC tract and the most westerly no►drw" comer of said 5.40 acre demander tract same being on said east ro"-way tine of Carty Road 140. for the southwest comer hoof. from «fiich a tit' ion rod found morrurnen&q the soulhaz�5t corner of said 5.40 acre HwQndez tract and the norttmtst confer of the csiied 5.07 acre tract of land conveyed to Louis H"da. recorded in Ootumwrt No. 19OM250 of the Offkiat Pubic RQcord2 of YWhamgon County. Twos. boars S 21.15'69' E for a distance of 4996 feet THB4CF- N 21.4T07 W with the west boundary fate of said 5090 acre KA-ROD tmestntcnts, LLC tract and said east right-e1-way lkta of County Road 140. for a distance of 349.83 feat to the POifT OF BEGIRMG hereof and containing 5.087 acres of (and more or less. Bearing Basis: NA¢-83, Texas Central Zone (4203) State Plano System Disa shown hereon are surface distances based on a combined surface a6i r►css nerit lector or 1.00014, Page 25 of 26 RECORDERS MEMORANDUM All or parts of the text on this page was not dearly legible for satisfactory recordation 2023007346 Page 26 of 27 EXHIBIT B Restrictions recorded in Document Number(s)199944462, of the Official Public Records of Williamson County, Texas. Easement granted to Jonah 'Water Special Utility District as described in Document Number 9529250, of the Official Records of Williamson County, Texas. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, as described in Volume 890, Page 312, of the Deed Records of Travis County, Texas. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, as described in Document Number 199932142, of the Official Public Records of Travis County, Texas. AFTER RECORDWO RETURN TO: Independent Bank 4420 Sunrise Road Round Rock, Texas 78665 Page 26 of 26 2023007US Page 27 of 27 ELECTRONICALLY RECORDED OFFICIAL PUBLIC RECORDS 2023007346 Pages:27 Fee: $126.00 01 /27/2023 04:23 PM DLAM Nancy E. Rister, County Clerk Williamson County,Texas o VI .�A'r1• Lt'yi c :R: �v :I'S ,i �. �• �. . �( ),�Y fff r I. SI;` r A. ,� I�1{{r 1D- E 4 ;1.�6i •'i i �� :i :� 11_ F?F mi tl�i a b' -x .r iA ���1 Af rc - �° Est.• v - - � •yf •.ar4r �ttt :S r_� : fill r 4J�ti We aa�4' ; Y1 I err 144.41 ap ;�1 I r y�l �� 4'1 -1,� ipgr,l•/IIMY Mrrr •-•� nr ilelV .l1\rl 4r . - ._ _- � — — — — �-q,.Y'•,� � _Jti-•-•�• lrn rn r - } './r'1 . \ r•f• w Ili b r i. _ S Y I i7. ti• S I1 I I a,� I 6 1 fi s5s ? wfYi�i i�= - i ,f3 } 54 ski I I I I 1 GG a m y cn } rn a �z0 -i rr-�ZZ A�00 r mom ry C 2! ya �Ocn azZo� Vol or, who po„cs, ogle of the Ill low Ing limns ul'hhnlu identification [flat is not expired inure Ihan 4 years musl shot+ iIto Vote in person: am 11 le , I)�t 1wer,e: 21'fe�as Lkvtion Identification Certificate: )) lcxas Pcrsonnl IdemiRcaiion Card: J) Texas Ilandgun Liccnsc: 51 V S. uultlaly II) geld :"miming the tole['. photo: 61 U.S. C'ilieenshrp C•cnificaic containing the voter's photo. or 71 U.S. patspon. Voters who do not ptSfa�, ,e„ .tit .rceeplahle hnn+.,f photo tdcnuficatian and cannot reasonably obtain one. may shift- a supporting form of Identification La complete II,I i, .n adahle a1 ttww urciexas.gov) and execute a Reasonable Impediment Declaration to cute in person. Voters with disabilities, religion, oble,u.nt, I,, heimg phologiapl[cd. and those :dl'eetcd by certain natural disusicn, inay ahu q[talif) for other csceptiuns. It Is a criminal ulTcnsc Io otiention.dlx and Arumincl\ make a fade statement on a Rcasunahlc Impcdintoni Declaration or knowingly impcnonatc another person and tole of .ntevil't In t,re :M that lwrmin. II t.•It nimc. +•41 rtlay Ialltlal9 your mfa+rruaitoa airline al wx:as.gll It any information (,tt this certificate changes of is incorrect. correct the vi t.aulaurat In Il,c ,pace pruudeJ, sign below. and relent this cenrftcnic to the Voter registrar. Your %till receive a nett s tiler rchimral on ccrltfrc:ue lie eac41 written update tor evnlpleted registration application submitted. EVcrV Iwo %cars, you will rcccitc %our voice rcgtsiralion ecnilieair. odic,[ it b:ts been canceled properly under law Ple:i,r , i+il w,+w,t otelexas.got' or contact your voter registrar for additional and updated information on voter ID requirements. including a cunyrlete lixl of acceptable supporling idenllricalion or to ahiain a ruler rekislralion application. \ ot.mte, quc pitseen ono do las ,Iguientc% fnrmas de tdcnufrcacihn con fo o#mfia quc no haya expirado hate mks de a ahos. dcbcn prescir la para t Altar en persona. I 1 Licencia de Conducir do Texas: 2) Ccnifrcudo de ldcmiftcacibn Electoral do Texas: )) Tarjeta de Idemifrcacia)n Personal de fesa,. •11 Licencta pars ponar Amras de Fuego de Texas; 5) Ccdula de identificact6n militar do his Estados Unidos con foto del votarl 6) ( onilicado de Ciudadania de los 1'sslados Unidos con foto del volatile: u 7) Pasapone do Im E<lados Unidos. Volatile., quc no poscen uno forma .acpr.thle de identificacli,ti con li,logralia y quc no pucden meonablcnicnic obacner una, puedcn ptewniar una tortilla de idcnlificaci6n adicional Iona lists eompplelu "lti disponible en www.cotctexns.got) y Ilenat una Daclnmcibn do Inipediinento Razonablc pain collar cn persona. Votantc., con di,eap:acidades. objcciones religiose a set futograft:rdos. y It ucllos afcaadus por certus desasncs natumlcs tambicn pucden ealificar para Iutr I, em:cprtones. Ls un dclito criminal haver una declaration falsa de forma eonsciente c imencionat cn unn Deelaracibn de lmpedintento l?a,,onahlc o haccrne pasur par ntra persona tic forma conscienle y 1 otar o intcnmr totar coma Ial persona. tiI ,e Pinola. puede actualiiar so infrtnnacunt cn linea cn texas.gov. Si cualqurcr intarmacitin en estc ceriftcado cambia to es titeoncela, corrija la lultnm;tclon en eI espaciu proporcionadit. Brine ahaju. y detticlva este eertificado al rcgistrador do votantes. Rccihira on nuvto ccnilicado do ul,criNiun de t o[antc par cada acturlwacklin cscrila to solicitud do inscripcidn completa que presents. C'ada dos arias. listed wihira su eenllicado Je regmtu de totante. a nicnos quc haya aide tancelado apropiadamenic hajo to ley Por fntur tisite www.votetexas.got to comuniquese con so registrador de votantes para obtener informacibn addcional %y actu aliiada sobre Ins requisilos de identificacibn de Volantes. incluyendo una lists completa de Idenilftcacitin aceplable o para obrener una sniicitud de registro do cot:mtcs. brUce F 1!.;nt Secrelary of Slate's Office T,arl� Cor'la, VoleI Reg'stlal Elections Division ;10 Bn. fair:+2'<A�stn TX 78714.9327 1-800,-252407E (8663) 2433 R(Mopon,i Pr,t'r Aushn TX 78754 h'NYV VI ICIIdVU COIII a•D L SMS4 RETURN SERVICE REQUESTED 0 (Cardb:wfu der Rupbao F7adonol) . _ TRAVIS COUNTY (Condado do Trol le) n oaYcr ew - M rt lN.da tfrs­111nt DAVID HAROLD HANFORD VdROCMUBT PWMO"UY 11110111 M&440 WAN NAa=aY VqM Ir MMv All Ira .arm 4attwrwrlir 0anDO --r+mwrPa6a1 1 affirni the changes made to the left are corr"i. Afinno quc los cambio, hecho% at ladu legmcrdo arm currcctr X Signature of Voter IFirma del tot.mtcI Scan barcode with smart phone or visit our websile to find your election day polling place for county elections. (Escande at cddig0 de barras usando 1816fono inleligente (smartphons) o visile nueslro silio web para ver su casilla electoral para at dia elecciones del condado ) PRESORTED FIRST-CLASS MAIL U.S. POSTAGE PAID TRAVIS COUNTY i u.t REP. ST. SETL ST. REP. COMAL J.PJCN. N ■ = ■ ■ LSD t5D SAID SBOE CRY CRY SMD ll", . am M•Ilnp AM— INwibe r dveomn dd m nl �Illlill�llllll Hi oilIII DAVID HAROLD HANFORD 527723 T330 P1 �e al�lr�r�lrilllr��r�il�i�llr�lrl�llrl�l��ll�ri�t'�1.r;ra���lrll Secretary of State s Filed in the Office of the O Box 13697 Secretary of State of Texas ustm, TX 78711-3697 Filing N: 803406198 08128/2019 FAX 512/463-5709 Document 1t: 910042800002 II Certificate of Formation Image Generated Electronically Filing Fee'. $300 Limited Liability Company for Web Filing (— Article 1 - Entity Name and Type riling enldy being formed is a limited liability company. The name HRCDS LLC Article 2 — Registered Agent and Registered Office Iry A The initial registered agent is an organization (cannot be company named above) by the name of. i United States Corporation Agents, Inc. OR jrB. The initial registered agent is an individual resident of the state whose name is set forth below: I _ IC'. The business address of the registered agent and the registered office address is: Street Address: 19900 Spectrum Drive Austin TX 78717 I Consent of Registered Agent copy of the consent of registered agent is attached. II�A. A OR II✓. B. The consent of the registered agent is maintained by the entity. _A The limited liability company is to be managed by managers. OR _B. The limited liability company will not have managers. Management of the company is reserved to the members The names and addresses of the governing persons are set forth below: )Manaanp Member 1 Rebecca Hanford (Tflle_Managing Member ddress 2716 Zambia Dr. Cedar Park TX, USA 78613 _ � vnag-ng Member 2 David Hanford Iritie -Managing Member ddress 2716 Zambia Dr. Cedar Park TX, USA 78613 Article 4 - Purpose The purpose for which the company is organized is for the transaction of any and all lawful business for which limited rabrlily companies may be organized under the Texas Business Organizations Code. Stipplealental Provisions / Information ___J Re: HRCDS LLC To Whom It May Concern: According to HRCDS LLC Company Agreement, the members of HRCDS LLC, are as follows: David Hanford Rebecca Hanford The authority, rights and duties of the members are set forth in the Company's Company Agreement. Furthermore, LegalZoom resigns as organizer for the Company effective upon the date of this letter. Yours sincerely, LegalZoom.com, Inc. fay: Cheyenne Moseley Authorized Representative Agreed to on: By: C1 t-1 -k Name: �� y(/ "Representative" Corporate Resolution for HRCDS, LLC We, the undersigned, being all of the directors of this HRCDS, Ilc, consent and agree that the following corporate resolution was made on 4/29/2024 [date] at 4:30pm [time] at _2716 Zambia Drive, Cedar Park, TX 78613 We do hereby consent to the adoption of the following decision: HRCDS, LLC grants full signature authority for all matters relateij to the request for removal of property owned by HRCDS, Ilc from the City of Georgetown's Extraterritorial Jurisdiction (ETJ). More specifically, this resolution grants authority to HRCDS, Ilc Managing Members to request removal from Georgetown ETJ of the parcel at 2234 CR 140, Georgetown TX 78626 The Managing Members of HRCDS, LLC who are hereby granted full legal signature authority in these matters are David Hanford and Rebecca Hanford Now, therefore, it is resolved, that the Corporation shall: Grant full legal signature authority in all matters related to the request for removal from Georgetown ETJ, of property owned by HRCDS, Ilc, at 2234 CR 140, Georgetown TX 78626 to the company's Managing Members, David Hanford and Rebecca Hanford The Managing Members of this Corporation are hereby authorized to perform the acts to carry out this Resolution. We, the undersigned Managing Members of this Corporation, consent and agree to all of the above on this _29_ day of _April 2024_ David Hanford 4/29/2004 IM ng Member Signat Printed Name Date Rebecca Hanford 4/29/2004_ Managing Member Signature Printed Name Date The Secretary of the Corporation certifies that the above is a true and correct copy of the Resolution that was duly adopted at a meeting of the Managing Members. David Hanford 4/29/2004 Secretary Signature Printed Name Date Exhibit B Legal Description and Map Resolution No. Release of Petition Area 2023007346 Page 25 of 27 EXHIBIT A PROPERTY DESCRIPTION The Lend mf m!d to harem baker b shuated In fate Cottrllyrof Wiiiiranl;on, Stele at Texas, OW Is descal)ed as follimn: FOR A :.087 ACRE (221 •r88 80. FT.) TRACT OF LAND SITUATED IN THE MARIA JESUSA GARCIA SURVEY, ABSTRACT NO. 246. WILLIAMSON COUNTY. TEXAS. 5BNG All. OF THE CALLED 5MD ACRE TRACT OF LAND CONVEYED TO Kok -ROD INVEMiE TS, LLC. RECORDED tN DOCUAVNT NO.201 E061873 OF THE OFFICIAL RUBM RECORDS OF ir'ALL ADASON COUNTY, TEXAS. SAID 5.087 ACRE TRACT OF LAND BEING SURVEYED ON TDL'HE GROUND BY MOND SURVEYING DURING THE MONTH OF NdOVE+iBER 2020, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 1r2' iron rod found mon"entirS lire northwest comer c4 said 5.090 acre KA-ROD W estments, LLC n••ars and the s&Avwst caner of the c2lipd 5320 acre trad of Land corveyed to Rodric Diayls and Karen cue Dzigle, luabatd and vhfe, recorded in Oocmrrltt No. '20160S1874 of the Official Public Records of 149iamson County. Texas. some being an the east right-of=rray line of County Road 140. for th^ northwast comer and POINT OF BEGNMG hereof: THENCE. N d8'23118" E with the north boundary fax of said S.D90 acre KA-ROD In estmenis, LLC brad, in part vrtth the 3oLM bomdary lure of said 5.320 acre Daigletract and in part vnth the south boundary line 01 the caled 5,314 acre tract of land cone ;ed to Jow NL OMz recordod in Docwwm No. 2039NI223 of the Official Public Records of WMamson County, Tem, passim at a distance of 571.44 feA a 112' iron rod €ottrld nwnurnert" the southeast cornet of said 5.3`0 acre Ding's tract and tho soutfrxest comer of said 5.31d acre Ors¢ trail, amliaing in all a total di Aanoe of M06 leei to a 1f2' eon rod found rrtouxernentog the northeast comer of said 5.0°0 acre KA-Rod hvesblwnts. LLC tract oM the most northerly nodhwGst corner of the called 5.A0 acm tract of land convoyed to Julio Hoff%2 c$oz and wffo, Ross LA. liamandez, roconic-d In Doc nwnt No. 2006D4589o' of tho Otfidsl Rbic Records of 113i arnson Count-i, Texas, same being on a point in said south boundary fine of the 5.314 ace Ortir tract, for the nor#*zat comer hereof: THENCE_ 5 21*3111" E with iho oast boundary tires of cad 5.090 acre, KA-ROD tnvestrimft, LLC tract common -Aith said 6.40 acre HornarWQz tract, for a dlstoneo of 349.82 foal to a in' iron rod found rnonurnerrtiny the southeast caner of said 6.090 acre KA-ROD l"stments, LLC tract and an inferior efl comer of said 5.40 acre Hemander tracL forthe sotrheast corm hereof: THENCE. S 6'B'UlF W with the soutt boundary line of said 5AE0 acre KA f200 (nvesbnents. LLC trail common with said 6.4 acre Hernandez tram for a distance of 632.85 felt to a bent 12 iron rod found monumentng the southwest comer of said 5.090 aae KA-ROD trryosUr erets, LLC trad and the most westertyy nordruasi comer of sad 5.40 ace Hemande2 tract same being on said east right-of-w3y line of County Road 140. for the southwest comer hereof, from %4kh a 12' iron rod found monurnerting the souffiw t*1 comer of said 5.40 acre Hernandez tract and the northeast corner of the called 5.07 ac4v tr2d of land conveyed to Louis Hueria. recorded in Oocurrtort No. 199059M of the Official Public Records of Yri9l2mson County. Twos. bears S 21.16'59* E (or a distance of 49.96 ket THENCE. N 21.4YOT W wo the +pest bounday late of sad 5.090 acre KA-ROD tmreslmerns. LLC tract and said east rghaoi•xay are of County Road 140. for a distance of 349M fws to oho PO*fT OF BEGNI NNG hereof and cont>inirg 6.087 acres of Land mare or loss. Bearing Basis-. NAD-83, Texn Central Zone {4203) State PUna S Disnces re su Omovn harem arface dtstences based on a combined surface alttafador or 1.00014, Page 25 of 26 RECORDERS MEMORANDUM All or parts of the text on this page was not dearly legible for satisfactory recordation z q! - — — - -- — — — — — — — — — — — — -- gj. I xz 1,, �0, 94 91 LIM 4 Petitioned for ETJ Removal G EORG ETOW N u HRCDS LLC 152; ® Property Georgetown ETJ City limits 150 U 0 500 1,000 0 US Feet