HomeMy WebLinkAboutRES 090826-5.D - ETJ Disannexation - Orangestone La Branch LLC; 707 CR 105 Spur, 30.01 acres; R333612RESOLUTION NO. 09082k-5.,b
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS ("GEORGETOWN") RELEASING
APPROXIMATELY 30.01 ACRES OF LAND FROM THE CITY OF
GEORGETOWN'S EXTRATERRITORIAL JURISDICTION ("ETJ"),
SAID LAND IDENTIFIED BY THE WILLIAMSON COUNTY APPRAISAL
DISTRICT AS PARCEL R333612, AND BEING LOCALLY KNOWN AS 707
COUNTY ROAD 105 SPUR, HUTTO, WILLIAMSON COUNTY, TEXAS,
RESULTING IN A REDUCTION OF GEORGETOWN'S ETJ; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, on August 13, 2026, the City of Georgetown, Texas, received a petition requesting
release from its ETJ of an approximately 30.01 acre tract of land in the John McQueen 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.
Page I 1
Resolution No. (N OMa "11•_ n
Release of Petition Area — Orangestone La Branch LLC
PASSED AND APPROVED by the City Council of the City of Georgetown, Texas, on the
day of .5Q,n r , 2026.
CITY QF GVORGETOWN, T
oy Schr cder ayor
ATTEST:
By: l
Robyn Densm , City Secretary
APPROVED AS TO FORM:
By:
Sky4Ma 4CiAttomey
Resolution No. molls Zip -Sxi Page12
Release of Petition Area — Orangestone La Branch LLC
Exhibit A to Resolution
Petition
Resolution No. C)q Q $ .Z (O — Jr.
Release of Petition Area
AUG 1 3 YN6
PETITION FOR RELEASE FROM THE
EXTRATERRITORIAL JURISDICTION OF THE CITY OF GEORGETOWN
Petitioner/ Property Owner:
De -annexation Area Requested:
August 13, 2026
Orangestone La Branch, LLC
Hussain Nathoo, Manager
5102 Valerie St.
Bellaire, TX 77401
A tract of 30.01 acres of land out of the John McQueen Survey, Abstract Number
426, in Williamson County, Texas; being that tract described as containing 30.00
acres in a deed from First Texas Bank to Larry James Reid and wife, Rhonda G.
Reid, dated July 2, 1993, and recorded in Volume 2330, Page 211 of the Official
Records of Williamson County, Texas.
Parcel ID No. / Property Address: R333612
707 CR 105 Spur, Hutto, TX 78634
Legal Description: AW0426 AW0426 — McQueen, J. Sur., ACRES 30.01, Hutto, Texas
See Exhibit A (Deed including Legal Description) and Exhibit B (Survey/Location Map)
Contact Person for Petitioner:
Anthony Goode
Goode Faith Engineering, LLC
1620 La Jaita Drive, Suite 300
Cedar Park, Texas 78613
email:
phone: 512.456.7888
Pursuant to the requirements of Texas Local Government Code Chapter 42, Section 24.104. The owner of the
subject property is, with this letter, petitioning for the release from the City of Georgetown's Extra Territorial
Jurisdiction (ETJ). Orangestone La Branch, LLC is the owner of Legal Description: AW0426 AW0426 —
McQueen, J. Sur., ACRES 30.01, Hutto, Texas, Property ID R333612
The property is currently located within the boundaries of Georgetown's Extra Territorial Jurisdiction. A map
of the property has been included with this petition.
This Petition is signed and notarized by the Petitioner as the owner of the referenced Property and is delivered
to the City Secretary's office at 808 Martin Luther King Jr Street, Georgetown, Texas 78626.
Petitioner respectfully request that the City of Georgetown immediately release the Property from the City's
ETJ. Please process this document in accordance with Chapter 42, Local Government Code, Sec. 42.105 and
notify the property owner of the results of the petition at the following address and email address.
Petitioner / Property Owner:
Orangestone La Branch, LLC
Hussain Nathoo, Manager
5102 Valerie St.
Bellaire, TX 77401
email:
Signature of Property Owner:
Hussain Nathoo, Manager
Date of : %'
Date Signed: �2 7o 76
State of Texas
County of m rY f §
This instrument was acknowledged before me on I Z 3 .. 2026 by WAi iI wa ttj 6()
Notary, 'I'Mate of TexasPAU1
Notary
I MELENDEZ
87521 M commission expires: 1 24IZD Ze
Natary ID M128752189 Y P
My Commission Expires
nor ' May 24, 2028
EXHIBITS:
Exhibit A — Deed including Legal Description
Exhibit B — Survey / Location Map
Exhibit C — WCAD Records
Exhibit D — Franchise Account Status
Exhibit E - Unanimous Written Consent of the Members and Managers
2026052737 Page 5 of 32
3.2 Assignment of Condemnation Awards. To the extent of the full amount ofthe Indebtedness
secured hereby and of cost and expenses (including reasonable attorneys' fees) incurred by Noteholder in the
collection of any award or payment, Grantor hereby assigns to Noteholder any and all awards or payments,
including all interest thereon, together with the right to receive the same, which may be made with respect
to the Mortgaged Property as a result of (i) the exercise of the right to eminent domain; (ii) the alteration of
the grade of any street; or (iii) any other injury to or decreased value in the Mortgaged Property. All such
awards and payments shall be paid directly to Noteholder, and after first applying said sums to the payment
of all costs and expenses (including reasonable attorneys' fees) incurred by Noteholder in obtaining such
awards and payments, Noteholder may, at its option, apply the balance on the Indebtedness, in any order and
whether or not then due, or to the restoration of the Mortgaged Property or release all or any portion of such
awards and payments to Grantor. Any application of such awards or payments shall not cure or waive any
default.
3.3 Assignment of Rents.
3.3.1 Absolute Assignment of Rents. As part of the consideration for the indebtedness
evidenced by the Note, and for other valuable consideration, the receipt and sufficiency of
which Grantor acknowledges, Grantor hereby assigns and transfers to Noteholder all Rents
(as security for the repayment of the Indebtedness), including those now due, or to become
due by virtue of any leases, sublease or other agreement for the occupancy or use of all or
any part of the Mortgaged Property, regardless of to whom the Rents are payable. Grantor
authorizes Noteholder or Noteholder's agents to collect the Rents and directs each tenant of
the Mortgaged Property to pay such Rents to Noteholder and Noteholder's agents. Grantor
shall apply all Rents collected by Grantors first to the payment of the Indebtedness in such
manner as Noteholder elects and thereafter to the account of Grantors. All such Rents shall
be deposited in a deposit account maintained at the offices of Noteholder. Grantor and
Noteholder intend that Noteholder shall have the absolute right, power and authority to
collect the Rents.
3.3.2 Event of Default. Upon the occurrence of an Event of Default, and without the
necessity of Noteholder entering upon and taking and maintaining full control of the
Mortgaged Property in person, by agent or by a court -appointed receiver, Noteholder shall
immediately be entitled to possession of all the Rents specified in this Article as the same
become due and payable, including without limitation Rents then due and unpaid, and all
such Rents shall immediately be held by Grantor as trustee for the benefit of Noteholder
only; provided, however, that the written notice to Grantor by Noteholder of the breach by
Grantor shall contain a statement that Noteholder exercises its rights to such Rents. Grantor
agrees that commencing upon delivery of such written notice of an Event of Default by
Noteholder to Grantor, each tenant of the Mortgaged Property shall make such rents payable
to and pay such Rents to Noteholder or Noteholder's agents on Noteholder's written demand
to each tenant therefor, delivered to each tenant personally, by mail or by delivering such
demand to each rental unit, without any liability on the part of any tenant to inquire further
as to the existence of an Event of Default.
3.3.3 Grantor's Covenants. Grantor covenants that Grantor has not executed any prior
assignment of the Rents or any portion thereof, that Grantor has not performed, and will not
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ASSIGNMENT OF RENTS
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perform, any acts and has not executed, and will not execute, any instrument which would
prevent Noteholder from exercising its rights under this Article. Grantor covenants that
Grantor will not hereafter collect or accept payment of any Rents more than thirty days prior
to the due dates of such Rents without prior written consent of Noteholder. Grantor further
covenants that Grantor will execute and delivery to Noteholder such further assignments of
rents as Noteholder may from time to time request.
3.3.4 Appointment of Receiver; Possession of the Mortgaged Property: Upon the
occurrence of an Event of Default, Noteholder may in person, by agent or by a court -
appointed receiver, regardless of the adequacy ofNoteholder's security, enter upon and take
and maintain full control of the Mortgaged Property in order to perform all acts necessary
and appropriate for the operation and maintenance thereof, including without limitation, the
execution, cancellation or modification of leases or subleases, the collection of Rents, the
making of repairs to the Mortgaged Property, and the execution or termination of contracts
providing for the management or maintenance of the Mortgaged Property, all on such terms
as are deemed best to protect the security of this Deed of Trust. In the event Noteholder
elects to seek the appointment of a receiver for the Mortgaged Property upon the occurrence
of an Event of Default, Grantor consents to the appointment of such receiver. Noteholder
or the receiver shall be entitled to receive a reasonable fee for so managing the Mortgaged
Property.
3.3.5 Application of Rents. All rents collected subsequent to the occurrence of an Event
of Default shall be applied first to the costs, if any, of taking control of and managing the
Mortgaged Property and collecting the Rents, including without limitation attorney's fees,
receiver's fees, premiums on receiver's bonds, costs of repairs to the Mortgaged Property,
premiums on insurance policies, taxes, assessments, and other charges on the Mortgaged
Property, and the costs of discharging any obligation or liability of Grantor as lessor or
landlord of the Mortgaged Property, and then to the sums secured by this instrument.
Noteholder or the receiver shall have access to the books and records used in the operation
and maintenance of the Mortgaged Property and shall be liable to account only for those
Rents actually received. Noteholder shall not be liable to Grantor, anyone claiming under
or through Grantor, or anyone having an interest in the Mortgaged Property by reason of
anything done or left undone by Noteholder under this Article.
3.3.6 Insufficient Rents. If the Rents are not sufficient to meet the costs, if any, of taking
control of and managing the Mortgaged Property and collecting the Rents, any funds
expended by Noteholder for such purposes shall become an indebtedness of Grantor to
Noteholder secured by this Deed of Trust. Unless Noteholder and Grantor agree in writing
to other terms of payment, such amounts shall be payable upon notice from Noteholder to
Grantor requesting payment thereof and shall bear interest from the date of disbursement at
the rate stated in the Note unless payment of such interest at such rate would be contrary to
applicable law, in which event such amounts shall bear interest at the highest rate which
may be collected from Grantor under applicable law.
3.3.7 No Waiver; Tenn. Any entering upon and taking and maintaining of control of the
Mortgaged Property by Noteholder or the receiver and any application of rents as provided
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herein shall not cure or waive any default hereunder or invalidate any other right or remedy
of Noteholder under applicable law or provided herein. This assignment of the Rents shall
terminate at such time as this instrument ceases to secure the Indebtedness held by
Noteholder.
3.3.8 Texas Assignment of Rents Act. Nothing in this Deed of Trust shall be deemed to
constitute a waiver or modification of any rights or remedies ofNoteholder under The Texas
Assignment of Rents Act (Tex. Property Code Chapter 64, Act of June 17,2 011, 82°d Leg.,
R.C., ch. 636, 2011 Tex. Gen. Laws) as amended (the Assignment of Rents Statute). Upon
occurrence of an Event of Default, Noteholder may enforce the assignment of rents set out
in this Deed of Trust pursuant to the provision of the Assignment of Rents Statute or any
other applicable law, at the option of the Noteholder.
3.3.9 Rights Relating to Rents. Grantor has, pursuant to Section f 3.3.1 1 of this Deed of
Trust, assigned to Noteholder all Rents under each of the Leases covering all or any portion
of the Mortgaged Property. Noteholder, or Trustee on Noteholder's behalf, may at any time,
and without notice, either in person, by agent, or by receiver to be appointed by a court,
enter and take possession of the Mortgaged Property or any part thereof, and in its own
name, sue for or otherwise collect the Rents in accordance with the Texas Assignment of
Rents Act. Noteholder may (in its sole discretion), upon the occurrence of an Event of
Default, deliver a Rent Demand to Grantor or deliver a Notice of Enforcement to all
or any of the Lessees. Grantor agrees that pursuant to Section 64.002(a)(3) of the Texas
Assignment of Rents Act, any Rent Demand sent by Noteholder may be sent to
Grantor pursuant to the notice provisions set forth in the Loan Agreement. As
described in Section 64.060 of the Texas Assignment of Rents Act, Grantor shall,
within ten days after its receipt of a Rent Demand, deliver to Noteholder such Rents
as are described in the RentDemand. All Rents collected by Noteholder, or Trustee acting
on Noteholder's behalf, shall be applied as provided for in Section [3.3.51, provided,
however; that if the costs, expenses, and attorneys' fees shall exceed the amount of Rents
collected, the excess shall be added to the Indebtedness, shall bear interest at the Default
Interest Rate, and shall be immediately due and payable. The entrance upon and possession
of the Mortgaged Property, the collection of Rents, and the application thereof as set forth
above shall not cure or waive any Event of Default or notice of default, if any, hereunder nor
invalidate any action pursuant to such notice. Failure or discontinuance by Noteholder, or
Trustee on Noteholder's behalf, at any time or from time to time, to collect said Rents shall
not in any manner impair the subsequent enforcement by Noteholder, or Trustee on
Noteholder's behalf, of the right, power, and authority herein conferred upon it. Nothing
contained herein, nor the exercise of any right, power, or authority herein granted to
Noteholder, or Trustee on Noteholder's behalf, shall be, or shall be construed to be, an
affirmation by it of any tenancy, lease, or option, nor an assumption of liability under, nor
the subordination of, the lien or charge of this Deed of Trust, to any such tenancy, lease, or
option, nor an election of judicial relief, if any such relief is requested or obtained as to
Leases or Rents, with respect to the Mortgaged Property or any collateral given by Grantor
to Noteholder. In addition, from time to time, Noteholder may elect, and notice hereby is
given to each Lessee of such right, to subordinate the lien of this Deed of Trust to any Lease
by unilaterally executing and recording an instrument of subordination, and upon such
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SECURITY AGREEMENT -FINANCING STATEMENT
ASSIGNMENT OF RENTS
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election, the lien of this Deed of Trust shall be subordinate to the Lease identified in such
instrument of subordination; provided, however, in each instance, such subordination will
not affect or be applicable to (and will expressly exclude any) lien, charge, encumbrance,
security interest, claim, easement, restriction, option, covenant, and other rights, titles,
interests, or estates of any nature regarding all or any portion of the Mortgaged Property to
the extent that the same may have arisen or intervened during the period between the
recordation of this Deed of Trust and the execution of the Lease identified in such
instrument of subordination.
3.3.10 Present Assignment. Grantor hereby presently and unconditionally GRANTS,
BARGAINS, CONVEYS, ASSIGNS, TRANSFERS, and SETS OVER, unto Trustee and
Noteholder, a security interest in, all of Grantors right, title and interest in the Rents,
whether now owned by Grantor or hereafter acquired and whether now existing or hereafter
coming into existence, as security for the repayment of the Indebtedness and performance
of the Obligations, and to provide a source of future payment of the Indebtedness, it being
the intention of Grantor and Noteholder that this conveyance be unconditional, presently,
and immediately effective.
3.3.11 Collection of Rents. Subject to the terms and provisions of Section 3.3.9 above,
Grantor may exercise and enjoy all incidences of the status of a lessor with respect to the
Rents, including, without limitation, the right to collect, demand, sue for, attach, levy,
recover, and receive the Rents, and to give proper receipts, releases, and acquittances
therefor. Grantor shall receive all Rents and will apply the Rents so collected first to the
payment of the Indebtedness, next to the performance and discharge of the Obligations, and
next to the payment of operating expenses for the Mortgaged Property. Thereafter, Grantor
may use the balance of the Rents collected in any manner consistent with the Loan
Documents. Neither this assignment nor the receipt of Rents by Noteholder (except to the
extent, if any, that Noteholder actually receives and applies such Rents to the Indebtedness
at its election) shall effect a pro tanto payment of the Indebtedness. Rents actually received
by Noteholder shall be applied by Noteholder as provided in Section 3.3.5. Noteholder shall
not be deemed to have received Rents or to have applied Rents to the Indebtedness until the
money is actually received by Noteholder at its principal office specified herein, or at such
other place as Noteholder shall designate in writing. Noteholder shall not apply Rents to the
Indebtedness after foreclosure or any other transfer of all or any part of the Mortgaged
Property to Noteholder or any third party.
3.3.12 Reliance Unon Notice of Enforcement. All Notices of Enforcement shall be
delivered to Lessees in accordance with the Texas Assignment of Rents Act. Upon receipt
from Noteholder of a Notice of Enforcement, each Lessee is authorized and directed to pay
directly to Noteholder all Rents thereafter accruing, and the receipt of Rents by Noteholder
shall be a release of such Lessee to the extent of all amounts so paid. The receipt by a
Lessee of a Notice of Enforcement shall be sufficient authorization for such Lessee to make
all future payments of Rents directly to Noteholder and each such Lessee shall be entitled
to rely on the Notice of Enforcement and shall have no liability to Grantor for any Rents
paid to Noteholder after receipt of the Notice of Enforcement. Notwithstanding the
provisions of Section 64.058 of the Texas Assignment of Rents Act, Grantor agrees that
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Rents so received by Noteholder for any period prior to foreclosure under this Deed of Trust
or acceptance of a deed in lieu of such foreclosure may be applied by Noteholder to the
payment of the following (in such order and priority as Noteholder shall determine): (a) all
operating expenses for the Mortgaged Property; (b) all expenses incident to taking and
reta i n i n possession of the Mortgaged Property and/or collecting Rent as it becomes due and
payable; and (c) the Indebtedness. The Indebtedness will not be reduced under this Deed of
Trust to the extent, if any, that Noteholder actually receives and applies any Rents to the
Indebtedness, it being recognized that there is no obligation by Noteholder to do so. Grantor
further acknowledges that Noteholder shall have no obligation to apply any Rents received
by Noteholder toward the expenses of protecting or maintaining the Mortgaged Property.
Without impairing its rights hereunder, Noteholder may, at its option, at any time and from
time to time, release to Grantor any Rents so received by Noteholder. As between Grantor
and Noteholder, and any Person claiming through or under Grantor, other than any Lessee
who has not received a Notice of Enforcement, this assignment is intended to be
unconditional, presently, and immediately effective. The Notice of Enforcement is intended
solely for the benefit of the Lessees and shall never inure to the benefit of Grantor or any
Person claiming through or under Grantor, other than a Lessee who has not received such
Notice of Enforcement. It shall never be necessary for Noteholder to institute legal
proceedings of any kind whatsoever to enforce the provisions of this Deed of Trust with
respect to Rents. GRANTOR SHALL HAVE NO RIGHT OR CLAIM AGAINST ANY
LESSEE FOR THE PAYMENT OF ANY RENTS TO NOTEHOLDERHEREUNDER
AND GRANTOR SHALL INDEMNIFY, DEFEND, AND HOLD FREE AND
HARMLESS EACH LESSEE FROM AND AGAINST ALL LIABILITY, LOSS,
COST, DAMAGE, OR EXPENSE SUFFERED OR INCURRED BY SUCH LESSEE
BY REASON OF SUCH LESSEE'S COMPLIANCE WITH ANY NOTICE OF
ENFORCEMENT.
3.3.13 Collection of Rent. At any time during which Grantor is receiving Rents directly
from any of the Lessees, Grantor shall, upon receipt of written direction from Noteholder,
make demand and/or sue for all Rents due and payable under one or more Leases, as
directed by Noteholder, as it becomes due and payable, including Rents that are past due and
unpaid. If Grantor fails to take such action, or at any time durng which Grantor is not
receiving Rents directly from Lessees, Noteholder may, without obligation, demand, collect,
and sue for, in its own name or in the name of Grantor, all Rents due and payable under the
Leases, as they become due and payable, including Rents that are past due and unpaid.
3.4 Assignment of Leases.
3.4.1 Assignment of Leases. Grantor assigns to Noteholder, and grants to Noteholder a
security interest in, all of Grantor's rights, but not Grantor's obligations, under the Leases,
including subleases, and any and all extensions, renewals, modifications, and replacements
of such leases, upon any part of the Mortgaged Property, (the "Leases"). Grantor also
assigns to Noteholder all guaranties of tenants' performance under the Leases. Prior to an
Event of Default, Grantor shall have the right, without joinder of Noteholder, to enforce the
Leases, unless Noteholder directs otherwise.
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3.4.2 Warranties Concerning Leases and Rents. Grantor represents and warrants that: (i)
Grantor has good title to the Leases hereby assigned and authority to assign them, and no
other person or entity has any right, title or interest therein; (ii) all existing Leases are valid,
unmodified and in full force and effect, except as indicated herein, and no default exists
thereunder in any material manner or amount; (iii) Grantor has provided Noteholder with
true and correct copies of all current written Leases; (iv) no Rents in any material manner
or amount have been or will be anticipated, waived, released, discounted, set off or
compromised; and (v) except as indicated in the Lease, Grantor has not received any funds
or deposits from any tenant for which credit has not already been made on account of
accrued Rents.
3.4.3 Grantor's Covenants of Performance. Grantor covenants to: (i) perform all of its
obligations under the Leases and give prompt notice to Noteholder of any failure to do so;
(ii) give immediate notice to Noteholder of any notice Grantor receives from any tenant or
subtenant under any Lease, specifying any claimed default by any party under such leases,
excluding, however, notice of defaults under residential leases; (iii) enforce the tenant's
obligations under the Leases; (iv) defend, at Grantor's expense, any proceeding pertaining
to the Leases including, ifNoteholder so requests, any such proceeding to which Noteholder
is a party; and (v) neither create nor permit any encumbrance upon its interest as lessor of
the Leases, except this Deed of Trust and any other encumbrances permitted in this Deed
of Trust.
3.4.4 Prior Approval for Actions Affecting Leases. Grantor shall not, without the prior
written consent of Noteholder: (i) receive or collect rents under any Lease more than one
month in advance; (ii) encumber or assign future rents; (iii) waive or release any obligation
of any tenant under the Leases; (iv) cancel, terminate or modify any of the Leases, cause,
permit to accept any cancellation, termination or surrender of any of the Leases, or
commence any proceedings for dispossession of any tenant under any of the Leases; (v)
renew or extend any of the Leases, except pursuant to terms in existing Leases; (vi) permit
any assignment of the Leases; or (vii) enter into any Leases after the date hereof.
3.4.5 Attornment of Tenants. All Leases of the Mortgaged Property shall specifically
provide that: (i) such Leases are subordinate to this Deed of Trust; (ii) that the tenant attorns
to Noteholder, such attornment to be effective upon Noteholder's acquisition of title to the
Mortgaged Property; (iii) that the tenant agrees to execute such further evidences of
attornment as Noteholder may from time to time request; (iv) that the attornment of the
tenant shall not be terminated by foreclosure; and (v) that Noteholder may, at Noteholder's
option, accept or reject such attornments.
3.4.6 Settlement for Termination. Grantor agrees that no settlement for damages for
termination of any of the Leases under the Federal Bankruptcy Code, or under any other
federal, state or local statute, shall be made without the prior written consent of Noteholder,
and any check in payment of such damages shall be made payable to both Grantor and
Noteholder. Grantor hereby assigns any such payment to Noteholder, to be applied to the
Indebtedness as Noteholder may elect, and Grantor agrees to endorse any check for such
payment to the order of Noteholder.
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3.4.7 Noteholder in Possession. Noteholder's acceptance of this assignment shall not,
prior to entry upon and taking possession of the Mortgaged Property by Noteholder, be
deemed to constitute Noteholder a "mortgagee in possession", nor obligate Noteholder to
appear in or defend any proceeding relating to any of the Leases or to the Mortgaged
Property, take any action hereunder, expend any money, incur any expenses, or perform any
obligation or liability under the Leases, or assume any obligation for any deposits delivered
to Grantor by any lessee and not delivered to Noteholder. Noteholder shall not be liable for
any injury or damage to person or property in or about the Mortgaged Property.
3.4.8 Appointment of Attorney. Grantorhereby appoints Noteholder its attorney -in -fact,
coupled with an interest, empowering Noteholder to subordinate any Leases to this Deed of
Trust.
3.4.9 INDEMNIFICATION; HOLD HARMLESS. GRANTOR HEREBY
INDEMNIFIES AND HOLDS NOTEHOLDER HARMLESS FROM ALL
LIABILITY, DAMAGE, OR EXPENSE INCURRED BY NOTEHOLDER FROM
ANY CLAIMS UNDER THE LEASES, INCLUDING WITHOUT LIMITATION ANY
CLAIMS BY GRANTOR WITH RESPECT TO RENTS PAID DIRECTLY TO
NOTEHOLDER AFTER AN EVENT OF DEFAULT AND CLAIMS BY TENANTS
FOR SECURITY DEPOSITS OR FOR RENTAL PAYMENTS MORE THAN ONE
(1) MONTH IN ADVANCE AND NOT DELIVERED TO NOTEHOLDER. ALL
AMOUNTS INDEMNIFIED AGAINST HEREUNDER, INCLUDING REASONABLE
ATTORNEYS' FEES, IF PAID BY NOTEHOLDER SHALL BEAR INTEREST AT
THE MAXIMUM LAWFUL RATE, SHALL BE PAYABLE BY GRANTOR
IMMEDIATELY WITHOUT DEMAND, AND SHALL BE SECURED BY THIS
DEED OF TRUST.
3.4.10 Records. Upon request by Noteholder, Grantor shall deliver to Noteholder executed
originals of all Leases and copies of all records relating thereto.
3.4.11 Merger. There shall be no merger of the leasehold estates, created by the Lease,
with the fee estate of the Property without the prior written consent of Noteholder.
3.4.12 Right to Rely. Grantor hereby irrevocably authorizes and directs the tenants under
the Leases to pay Rents to Noteholder upon written demand by Noteholder, without further
consent of Grantor and regardless of whether Noteholder has taken possession of any other
portion of the Mortgaged Property, and the tenants may rely upon any written statement
delivered by Noteholder to the tenants. Any such payment to Noteholder shall constitute
payment to Grantor under the Leases, and Grantor appoints Noteholder as Grantor's lawful
attorney -in -fact for giving, and is hereby empowered to give, acquittances to any tenants for
such payments to Noteholder after an Event of Default.
4. GRANTOR'S REPRESENTATIONS AND WARRANTIES
In order to induce Noteholder to lend the funds evidenced by the Note, Grantor represents and
warrants that:
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4.1 Accurate Loan Information. All information and financial statements furnished or to be
furnished to Noteholder by or on behalf of Grantor in connection with the Indebtedness secured by
this Deed of Trust is or will be complete and accurate in all material respects.
4.2 Valid Title. Grantor is the lawful owner of the Mortgaged Property and has good, right and
lawful authority to mortgage and pledge the same.
4.3 Freedom from Encumbrances. The Mortgaged Property is free from any and all liens and
encumbrances, (except Permitted Encumbrances) and Grantor does warrant and will defend title to
the Mortgaged Property against all claims or demands by third parties whatsoever.
4.4 Maintenance of Lien Priority. Grantor shall take all steps necessary to preserve the validity
and priority of the liens on the Mortgaged Property created hereby. Grantor shall execute,
acknowledge and deliver such additional instruments as Noteholder may deem necessary in order
to preserve, protect, continue, extend or maintain the liens and security interest created hereby as
first liens on the Mortgaged Property. All costs and expenses incurred in connection with the
protection, preservation, continuation, extension or maintaining of the security interest and the liens
herein created as valid first and subsisting liens shall be paid by Grantor.
4.5 Representations, Warranties and Covenants as to Status of Grantor. Grantor hereby
represents, warrants and covenants that:
4.5.1 Grantor is a duly formed Texas limited liability company;
4.5.2 Grantor exists and is in good standing with the State of Texas and all franchise
taxes have been paid;
4.5.3 Grantor will not modify, amend or terminate its Certificate of Formation without
the written consent of Noteholder; and
4.5.4 Grantor has been duly authorized to make this loan and execute this Deed of Trust.
ENANTS OF GRANTOR
As long as any of the Indebtedness remains unpaid, Grantor covenants and agrees that:
5.1 Payment of Indebtedness. Grantor will pay the Indebtedness promptly when due and
payable.
5.2 Payment of Taxes and Other Assessments. Grantor will pay all taxes, assessments and other
governmental, municipal or other public dues, charges, fines, or impositions imposed or levied upon
the Mortgaged Property or on the interest created by the Mortgaged Property or on the interest
created by this Deed of Trust, or any tax or excise on rents or other tax, however described, assessed
or levied by any state, federal or local taxing authority as a substitute, in whole or in part, for taxes
assessed or imposed on the Mortgaged Property or on the interest created by this Deed of Trust, and
at least ten (1 0) days before said taxes, liability, hazard and rental insurance premiums, assessments
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and other governmental charges are delinquent will deliver paid receipts therefor to the Noteholder.
If any tax or assessment is levied, assessed or imposed on Noteholder as a legal holder of the Note,
on account of the ownership thereof by the authority of the State of Texas or any County or
municipality in which the Mortgaged Property is situated, Grantor will pay all such taxes and
assessments and at least ten (10) days before such taxes and assessments are delinquent will deliver
paid receipts therefor to Noteholder, but if by law such tax or assessment is imposed on Noteholder
and Grantor is not permitted to pay the same, Noteholder, at its option, may require the Indebtedness
to be paid in full.
5.3 Insurance. Grantor shall keep the Mortgaged Property insured against loss or damage by
fire, windstorm, extended coverage perils and such other hazards, casualties or other contingencies
as from time to time may be required by Noteholder, and maintain rent or rental value insurance with
respect to the Mortgaged Property covering the risk of loss due to the occurrence of any of the
foregoing hazards, in each case and in such companies as the Noteholder may approve. All policies
shall provide that any losses payable thereunder shall (pursuant to standard mortgage clauses without
contribution to be attached to each policy) be payable to Noteholder. Grantor shall cause originals
of any and all such insurance policies to be deposited with Noteholder. At least ten (10) days prior
to the date the premiums on each such policy or policies shall become due and payable, Grantor shall
furnish to Noteholder evidence of the payment of such premiums. Each of such policies shall
contain an agreement by the insurer that the same shall not be canceled without at least ten (10) days
prior written notice to Noteholder. Noteholder is hereby authorized, but not required, on behalf of
Grantor, to collect for, adjust or compromise any losses under any insurance policy on the
Mortgaged Property and to apply, at its option, the loss proceeds (less expenses of collection) on the
Indebtedness, in any order and whether due or not, or to the restoration of the Mortgaged Property,
or to be released to Grantor, but any such application shall not cure or waive any default. In case
of sale pursuant to foreclosure of this Deed of Trust or other transfer of title to said property, or any
portion thereof, in extinguishment of the Indebtedness, complete title to all policies held by
Noteholder and all unearned premiums shall thereupon pass to and vest in the Purchaser or Grantee.
In case of Grantor's failure to keep the Mortgaged Property properly insured as required herein,
Noteholder, after notice to Grantor, at its option may (but shall no be required to) acquire such
insurance as required herein at Grantor's sole expense. TEXAS FINANCE CODE SECTION
307.052 COLLATERAL PROTECTION INSURANCE NOTICE: (A) GRANTOR IS
R F, Q U I R E D TO (1) K E E P T H E MORTGAGE PROPERTY INSURED AGAINST DAMAGE
IN THE AMOUNT SPECIFIED HEREIN: (II) PURCHASE THE INSURANCE FROM AN
INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS ORAN
ELIGIBLE SURPLUS LINES INSURER OR OTHERWISE AS PROVIDED HEREIN. AND
(111) NAME NOTEHOLDER AS THE PERSON TO BE PAID UNDER THE POLICY IN
THE EVENT OF A LOSS AS PROVIDED HEREIN; (B) SUBJECT TO THE PROVISIONS
HEREOF, GRANTORS MUST, IF REQUIRED BY NOTEHOLDER, DELIVER TO
NOTEHOLDER A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF
PREMIUMS; AND (C) SUBJECT TO THE PROVISIONS HEREOF, IF GRANTOR FAILS
TO MEET ANY REQUIREMENT LISTED IN THE FOREGOING SUBPARTS (A) OR (B)
NOTEHOLDERMAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF
OF GRANTOR AT GRANTOR'S EXPENSE
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5.4 Escrow for Taxes and Insurance. In the event Noteholder so elects, Grantor shall pay, in
addition to the installments payable under the Note, on the same day as such installments are due and
payable, a sum equal to 1/12th of the estimated annual taxes, and liability, hazard and rental
insurance premiums, and special assessments, if any, next due on the Mortgaged Property. If the
amount so paid is not sufficient to pay such taxes, insurance premiums and assessments, when due,
the Grantor will, within ten (10) days after demand, deposit with Noteholder amounts sufficient to
pay the same. Funds deposited by Grantor pursuant to this provision shall be used to pay such taxes,
insurance premiums and assessments when due, provided that Grantor has furnished Noteholder with
all tax statements, premium notices and other such notices at least thirty (30) days prior to the date
that any such taxes, premiums and assessments may be delinquent. If there is a default under the
provisions of the Note or of this Deed of Trust, Noteholder may elect at any time after default to
apply the funds accumulated under this provision against the Indebtedness in any manner or order.
No interest shall accrue or be allowed on any payments under the provisions of this paragraph.
5.5 WWastc, Ucmolition, Alteration or Replacement. Grantorwill cause the Mortgaged Property
and every part thereof to be maintained, preserved and kept in safe and good repair, working order
and condition, will not commit or permit waste thereon, will not remove, demolish or alter the design
or structural character of any building now or hereafter erected on the Mortgaged Premises without
prior written consent of Noteholder, will comply with all laws and regulations of any governmental
authority with reference to the Mortgaged Property and the manner and use of the same, and will
fromtime to time make all necessary and proper repairs, renewals, additions and restorations thereto
so that the value and efficient use thereof shall be fully preserved and maintained. Grantor agrees
not to remove any of the fixtures or personal property included in the Mortgaged Property without
the priorwritten consent ofNoteholder andunless immediately replaced with like property of at least
equal value. Upon request by Noteholder, Grantor shall provide for professional management of the
Mortgaged Property by a property manager satisfactory to Noteholder, pursuant to a contract
approved by Noteholder in writing.
5.6 Invcntury of Personal Property. Upon request of Noteholder, Grantor shall deliver to
Noteholder an inventory describing and showing the make, model, serial number and location of all
fixtures and personal property used in the management, maintenance and operation ofthe Mortgaged
Property (other than inventory or property, if any, expressly excluded from the operation of this
Deed of Trust by separate written agreement) with a certification by Grantor that said inventory is
a true and complete schedule of such fixtures and personal property used in the management,
maintenance and operation of the Mortgaged Property and that such items specified in the inventory
constitute all of the fixtures and personal properties required in the management, maintenance and
operation of the Mortgaged Property and that all such items are owned by Grantor free and clear of
conditional sales contracts or other title retention arrangements. Grantor hereby grants to Noteholder
a security interest in all such items of fixtures and personal property under the terms and conditions
of this Deed of Trust.
5.7 Reports.
5.7.1 Annually. As set out in the Loan Agreement of even or near even date herewith or
if no Loan Agreement has been executed by the Grantor then upon written request of
Noteholder, for each and every such year while any portion of the Indebtedness remains
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unpaid, Grantor covenants and agrees to furnish or cause to be furnished to Noteholder (i)
an operating statement setting forth in detail all of the gross income, including rents and
all other income of every kind and all operating expenses from or related to or affecting the
operations of the Mortgaged Property, certified as correct by Grantor; (ii) a balance sheet
and statement of income and expenses of the Mortgaged Property for the preceding fiscal
year prepared and signed by Grantor; (ii) a statement listing the name of each tenant of the
Mortgaged Property, the space occupied by each tenant, the rental paid by each tenant, the
term of each tenant lease and the amount, if any, of the security deposit paid by each tenant;
At the time of delivering said annual statements and rent roll, Grantor shall also furnish to
Noteholder duplicate originals of all leases entered into during said fiscal year. Without the
prior written consent of Noteholder, Grantor shall not change the fiscal year for the
Mortgaged Property.
5.8 Deed Restrictions. Grantor shall not impose any restrictive covenants or encumbrances upon
the Mortgaged Premises nor execute or file any subdivision plat affecting the Mortgaged Premises,
without the prior written consent of Noteholder, which consent shall not be unreasonably withheld.
5.9 Financial Statements. During the term of the note, hereby secured, to deliver to the
Noteholder, as set out in the Loan Agreement of even or near even date herewith or if no Loan
Agreement has been executed by the Grantor then upon written request of Noteholder, a copy of a
current unaudited financial statement of the Grantor and of each Guarantor, acceptable to
Noteholder, and certified by the Grantor and Guarantors, as the case may be, that the financial
statement had been prepared in accordance with generally accepted accounting principles ("GAAP ")
consistently applied and constitute a fair presentation of the financial condition of the Grantor and
each Guarantor.
5.10. U.S. Income Tax Returns. During the term of the note, hereby secured, to deliver to the
Noteholder, as set out in the Loan Agreement of even or near even date herewith or if no Loan
Agreement has been executed by the Grantor then upon written request of Noteholder, a copy of a
current filed U.S. Income Tax Return for each calendar year of the Grantor. In the event the Federal
Income Tax Returns are not filed by May 1 of said year, then Grantor must provide the Noteholder
with it's filed extension request.
5.11 Encumbrances; Deed Restrictions; Plat. Grantor shall not impose any
encumbrances, easements or restrictive covenants upon the Mortgaged Premises, shall not convey
any interest in the Property or the Mortgaged Premises, shall not assign, lease, sever or convey any
portion of any appurtenance or interest in the Property (including, without limitation any interest in
the surface water, subsurface water or groundwater appurtenant to the Property) nor execute or file
any subdivision plat affecting the Mortgaged Premises, without the prior written consent of
Beneficiary
6. PAYMENT OF INDEBTEDNESS
If Grantor shall pay, or cause to be paid, all of the Indebtedness and does keep and perform each and
every covenant, condition and stipulation herein, in the Note contained, or in any other instrument securing,
evidencing or related to the Indebtedness, then this Deed of Trust and the grants and conveyances contained
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herein shall become null and void, and the Mortgaged Property shall revert to Grantor and the entire estate,
right, title and interest of the Trustee and Noteholder will thereupon cease; and the Noteholder in such case
shall, upon the request of Grantor and at Grantor's costs and expense, deliver to Grantor proper instruments
acknowledging satisfaction of this instrument; otherwise, this Deed of Trust shall remain in full force and
effect.
7. EVENT OF DEFAULT
7.1 Acts Constituting Dclault. Grantor will be in default under this Deed of Trust upon the
happening of any of the following events or conditions, or the happening of any other event of
default as defined elsewhere in this Deed of Trust (hereinafter collectively referred to as an "Event
of Default"):
7.1.1 Grantor fails to make when due any payment of principal or interest under the
Indebtedness, or otherwise breaches any of the provisions contained in the Note;
7.1.2 Grantor fails to keep or perform any of the covenants, conditions or stipulations
contained in this Deed of Trust or in any instruments securing, evidencing or related to the
Indebtedness;
7.1.3 Any warranty or representation made inthis Deed of Trust by Grantor is determined
by Noteholder to be untrue in any material respect;
7.1.4 The Certificate of Formation for Grantor is amended, modified or terminated
(whether voluntarily or involuntarily, or by operation of law or otherwise) without the prior
written consent of the Noteholder;
7.1.5 Grantor, without the prior written consent of the Noteholder, sells, transfers,
conveys, hypothecates or encumbers, or permits to be sold, transferred, conveyed,
hypothecated or encumbered, its interest in the Mortgaged Property (or any part thereof) or
Grantor's possessory rights in the Mortgaged Property are transferred, or if a controlling
interest in Grantor is sold, conveyed, transferred, hypothecated or encumbered; and
7.1.6 Grantor (i) admits in writing its inability to pay its debts generally as they become
due; (ii) files a petition or answer in bankruptcy seeking to be declared a bankrupt, or
seeking reorganization or an arrangement or otherwise to take advantage of any State or
Federal bankruptcy or insolvency law; (iii) makes an assignment for the benefit of creditors;
(iv) files a petition for or consents to the appointment of a receiver for the assets or any part
thereof, belonging to Grantor or any partner of Grantor; (v) is adjudicated a bankrupt; or (vi)
has an order, decree or j udgment, without Grantor's consent, entered by a court of competent
jurisdiction appointing a receiver of the Mortgaged Property or approving a petition filed
against Grantor seeking reorganization or an arrangement of Grantor under any bankruptcy
or insolvency law, and such order, decree or judgment is not vacated, set aside or stayed
within sixty (60) days from the date of entry.
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7.1.7 Capital from the Project or Real Property_ Grantor(s) understand and agree that
all contributed or internally generated capital must remain in the real property and
improvements (the project) until subject Indebtedness is converted to permanent financing
or it is paid in full. Grantor(s) shall not withdraw any existing capital contribution from the
Real Property or Improvements, or any capital subsequently generated from the Real
Property and Improvements prior to any of the following events:
1) Converting subject Indebtedness to satisfactory permanent financing to Noteholder, as
determined by Noteholder's sole, subjective discretion,
2) Selling the Real Property and Improvements and paying off the related indebtedness in
its entirety, or
3) Paying off the Note/Indebtedness in its entirety.
Any such withdrawal of capital by Grantor(s) shall be a default under this Deed of Trust,
and all other documents executed in connection herewith and the herein described Note.
7.1.8 The occurrence of an Event of Default, as defncd or described in any other
instrument, document or agreement securing, evidencing or related to the Indebtedness or
executed in connection therewith.
8. RIGHTS OF NOTEHOLDER UPON DEFAULT
8.1 Waiver of Notice and Right to I learin. Unless otherwise providedherein, Noteholder may
exercise any right or take any action provided for herein upon the occurrence of an Event of Default,
including, but not limited to, the right to declare the whole amount of the Indebtedness immediately
due and payable without giving notice thereof to Grantor, and the right to sell the Mortgaged
Property at foreclosure sale, as provided in the Texas Property Code, and, upon the occurrence of
an Event of Default, Grantor hereby waives any and all rights it may have to a hearing before any
judicial authority prior to the exercise by Noteholder of any of its rights under this Deed of Trust or
any other agreements securing or executed in connection with the Indebtedness.
8.2 Operation of Property by Trustee. Upon the occurrence of an Event of Default, or at any
time thereafter, in addition to all other rights herein conferred on the Trustee (or any person, firm
or corporation designated by the Trustee) Trustee may, but will not be obligated to, enter upon and
take possession of any or all of the Mortgaged Property, exclude Grantor therefrom, and hold, use,
administer, manage and operate the same to the extent that Grantor could do so. If the Mortgaged
Property includes any type of business enterprise, the Trustee may operate and manage such business
without any liability to Grantor resulting therefrom (excepting failure to use ordinary care in the
operation and management of the Mortgaged Property), and the Trustee may collect, receive and
receipt for all proceeds accruing from such operation and management, make repairs and purchase
needed additional property, and exercise every power, right and privilege of Grantor with respect
to the Mortgaged Property. When and if the expenses of such operation and management have been
paid and the Indebtedness has been paid, the Mortgaged Property shall be returned to Grantor
(providing there has been no foreclosure sale). This provision is a right created by this contract and
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cumulative of, and is not to affect in any way, the right of the Noteholder to the appointment of a
receiver given the Noteholder by law.
8.3 Judicial ProccMings. Upon the occurrence of an Event of Default, or at anytime thereafter,
Noteholder, in lieu of or in addition to causing the Trustee to exercise the power of sale hereafter
given, may proceed by suit for a foreclosure of its lien on the Mortgaged Property or to enforce any
other appropriate legal or equitable right.
8.4 Foreclosure Sale.
8.4.1 Mechanics of Salc. Upon the occurrence of any Event of Default, or at any time
thereafter, Noteholder may request Trustee to proceed with foreclosure, and in such event
Trustee is hereby authorized and empowered, and it shall be Trustee's special duty, upon
such request of Noteholder, to sell the Mortgaged Property, or any part thereof, to the
highest bidder or bidders for cash or credit, as directed by Noteholder, at the county
courthouse in the county in which the Mortgaged Property the subject of the lien is located,
at the area at the courthouse designated by the Commissioner's Court of such county as the
area where such sales are to take place; or if no area has been designated by the
Commissioner's Court, then at the area at the courthouse designated in Noteholder's notice
of sale, all as provided in the Texas Property Code; provided, that if the Mortgaged Property
is situated in more than one county, then such sale of the Mortgaged Property, or part
thereof, maybe made in any county in the State of Texas wherein any part ofthe Mortgaged
Property then subject to the lien hereof is situated. Any such sale shall be made at public
outcry, between the hours of ten o'clock (10.00) a.m. and four o'clock (4.00) p.m. on the first
(1st) Tuesday in any month. Written or printed notice of such sale shall be posted at the
courthouse door in the county, or if more than one, then in each of the counties, wherein the
Mortgaged Property then subject to the lien hereof is situated. Such notice shall designate
the county where the Mortgaged Property, or part thereof, will be sold and the earliest time
at which the sale will occur, and such notice shall be posted at least twenty-one (21) days
before the date of sale. Such notice shall also be filed with the county clerk in the county,
or if more than one, then in each of the counties wherein the Mortgaged Property is located.
Noteholder shall, at least twenty-one (21) days preceding the date of sale, serve written
notice of the proposed sale by certified mail on each debtor obligated to pay the Secured
Indebtedness according to the records of Noteholder. After such sale, Trustee shall make
to the purchaser or purchasers thereunder good and sufficient assignments, deeds, bills of
sale, and other instruments, in the name of Grantor, conveying the Mortgaged Property, or
part thereof, so sold to the purchaser or purchasers with general warranty of title by Grantor.
The sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales
may be made from time to time until the Secured Indebtedness is paid and performed in full.
It shall not be necessary to have present or to exhibit at any such sale any of the Personal
Property.
It is agreed that in the event a foreclosure hereunder should be commenced by the Trustee,
or his substitute or successor, Noteholder may at any time before the sale of said Mortgaged
Property direct the said Trustee to abandon the sale, and may then institute suit for the
collection of the Note, and for the foreclosure of this Deed of Trust lien; it is further agreed
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that if Noteholder should institute a suit for the collection thereof, and for a foreclosure of
this Deed of Trust lien, that he may at any time before the entry of a final judgment in said
suit dismiss the same, and require the Trustee, to sell the Mortgaged Property in accordance
with the provisions of this Deed of Trust.
The Trustee may postpone the sale of all or any portion of the Mortgaged Property by public
announcement at the time and place of such sale, and from time to time thereafter may
further postpone such sale by public announcement made at the time of sale fixed by the
preceding postponement. Grantor hereby authorizes and empowers the Trustee to sell the
Mortgaged Property, together or in lots or in parcels, as the Trustee shall deem expedient.
If the Mortgaged Property is located in more than one county, the notices shall be posted at
the door of the courthouse of each county in which the Mortgaged Property is located
(designating the county in which the sale will be held) and the Mortgaged Property may be
sold at the courthouse of such designated counties, all as provided in the Texas Property
Code.
Noteholder, if he is the highest bidder, shall have the right to purchase at any sale of the
property, and to have the amount for which such property is sold credited on the debt then
owing.
8.4.2 Sale of Collateral. On the happening of any Event of Default or at any time
thereafter, Noteholder or Trustee shall have and may exercise with respect to the Collateral
all rights, remedies and powers of a Secured Party under the Texas Business and Commerce
Code with reference to the Collateral or any other items in which a security interest has been
granted herein, including without limitation the right and power to sell at public or private
sale or sales or otherwise dispose of, lease or utilize the Collateral and any part or parts
thereof in any manner authorized or permitted under the Texas Business and Commerce
Code after default by Grantor and apply the proceeds thereoftoward the payment of all costs
and expenses and reasonable attorney's fees incurred by Noteholder and toward the payment
of the Indebtedness in such order or manner as Noteholder may elect. Among the rights of
Noteholder in the Event of Default and without limitation, Noteholder shall have the right
to take possession of the Collateral and to enter upon any premises where the same may be
situated for the purpose of repossessing the same without being guilty of trespass and
without liability for damages occasioned thereby and to take any action deemed appropriate
or desirable by Noteholder, at its option and its sole discretion, to repair, restore or
otherwise prepare the Collateral for sale or lease or other use or disposition as authorized
herein. To the extent permitted by law, Grantor expressly waives any notice of sale or any
other disposition of the Collateral and any rights or remedies of Grantor or the formalities
prescribed by law relative to the sale or disposition of the Collateral or to the exercise of any
other right or remedy of Noteholder existing after default. To the extent that such notice is
required and cannot be waived, Grantor agrees that if such notice is mailed postage prepaid
to Grantor at the address shown herein at least five (5) days before the time of the sale or
disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement
for giving said notice.
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Grantor agrees that Trustee or Noteholder may proceed to sell or dispose of both the real and
personal property covered herein in accordance with the rights and remedies granted under
this Deed of Trust with respect to the real property covered hereby. Grantor hereby grants
Noteholder the right, at its option, after default by Debtor to transfer at any time to itself or
its nominee the Collateral or any part thereof and to receive the monies, income, proceeds
and benefits attributable to the same and to hold the same as Collateral or to apply it on the
Indebtedness, whether or not then due, and in such order and manner as Noteholder may
elect. Grantor covenants and agrees that all recitals and any instrument transferring,
assigning, leasing or making other disposition of the Collateral or any part thereof shall be
full proof of the matters stated therein and no other proof shall be required to establish the
legal propriety of the sale or other action taken by Noteholder or Trustee and that all
prerequisites of sale shall be presumed conclusively to have been performed or to have
occurred. All rights to marshalling of assets of Grantor, including such rights with respect
to the Collateral, are hereby waived. Uponrequest, Grantor shall assemble the Collateral and
deliver the same to Noteholder at such reasonable location as Noteholder shall select.
8.4.3 Grantor's Warranties After Sale. Grantor hereby authorizes and empowers the
Trustee to execute and deliver to the purchaser or purchasers of any of the Mortgaged
Property sold in foreclosure sales good and sufficient deeds of conveyance thereto by fee
simple title, with covenants of general warranty, and the title of such purchaser or
purchasers when so made by the Trustee, Grantor binds itself to warrant and forever defend.
8.4.4 Application of Proceeds. The proceeds of any and all foreclosure sales of the
Mortgaged Property shall be applied as follows: (i) To the payment of all necessary actions
and expenses incident to the execution of said sale or sales, including a reasonable fee to the
Trustee, not exceeding five (5) percent of the gross proceeds of the sale or sales of the
Mortgaged Property; (ii) to the payment of the Indebtedness and the Note, to the amounts
owed for charges which are neither interest nor principal including but not limited to late
charges, taxes, special assessment fees, life or other hazard insurance escrow, to the amount
of the accrued interest and then to the principal legally due thereon and all other sums
secured hereby and to the payment of attorneys' fees as in the Note provided; to the holder
or Noteholder of inferior lines (Trustee and Noteholder shall hereby to entitled to rely
exclusively upon a commitment for title insurance issued by a title insurance company to
determine such priority) and (iii) the remainder, if any, shall be paid to Grantor or such other
person or persons entitled thereto by law.
8.4.5 Multiple Salcs. Upon the occurrence of any Event of Default or at any time
thereafter, the Noteholder shall have the option to proceed with foreclosure in satisfaction
of said Event of Default, either through the courts or by directing the Trustee to proceed
with foreclosure as provided for in this Deed of Trust, but without declaring the whole
Indebtedness due, and provided that if any sale is made because of such Event of Default,
such sale may be made subject to the unmatured part of the Note and Indebtedness secured
by this Deed of Trust, and such sale, if so made, shall not in any manner affect the
unmatured part of the Indebtedness secured by this Deed of Trust, but as to such umnatured
part of the Indebtedness this Deed of Trust shall remain in full force and effect as though
no sale had been made under the provisions of this paragraph. Several sales may be made
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without exhausting the right of sale for any remaining part of the Indebtedness whether then
matured or unmatured.
8.4.6 Waiver of Appnuscmcnt Laws. Grantorwaives the benefit of all laws now existing
or hereafter enacted providing for (i) any appraisement before sale of any portion of the
Mortgaged Property (commonly known as Appraisement Laws), or (ii) any extension of
time for the enforcement of the collection of the Indebtedness or any creation or extension
of a period of redemption from any sale made in collecting the Indebtedness (commonly
known as Stay Laws and Redemption Laws).
8.4.7 Prerequisites of Sales. In case of any foreclosure sale of the Mortgaged Property,
all prerequisites to the sale shall be presumed to have been performed, and in any
conveyance given hereunder, all statements of facts, or other recitals therein made to the
nonpayment of money secured or as to the request of the Trustee to enforce this trust, or as
to the proper and due appointment of any substitute trustee, or as to the advertisement of
sale, or time, place and manner of sale, or as to any other preliminary fact or thing, shall be
taken in all courts of law or equity as prima facie evidence that the facts so stated or recited
are true.
8.4.8. Waiver of Deficienev Statue.
(a) WAIVER. IN THE EVENT AN INTEREST IN ANY OF THE MORTGAGED
PROPERTY IS FORECLOSED UPON PURSUANT TO A JUDICIAL OR
NONJUDICIAL FORECLOSURE SALE, GRANTOR AGREES AS FOLLOWS:
NOTWITHSTANDING THE PROVISIONS OF SECTION 51.003, 51.004 AND 51.005
OF THE PROPERTY CODE (AS THE SAME MAY BE AMENDED FROM TIME
TO TIME), AND TO EXTENT PERMITTED BYLAW, GRANTORAGREES THAT
NOTEHOLDER SHALL BE ENTITLED TO SEEK A DEFICIENCY JUDGEMENT
FROM GRANTOR AND ANY OTHER PARTY OBLIGATED ON THE NOTE
EQUAL TO THE DEFICIENCY BETWEEN THE AMOUNT OWING ON THE
NOTE AND THE AMOUNT FOR WHICH THE MORTGAGED PROPERTY WAS
SOLD PURSUANT TO JUDICIAL OR NONJUDICIAL FORECLOSURE SALE.
GRANTOR EXPRESSLY RECOGNIZES THAT THIS SECTION 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 FAIRMARKET 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
FURTHER RECOGNIZES AND AGREES THAT THIS WAIVER CREATES AN
IRREBUTTABLE PRESUMPTION THAT THE FORECLOSURE SALE PRICE
EQUAL TO THE FAIR MARKET VALUE OF THE MORTGAGED PROPERTY
FOR PURPOSES OF CALCULATING DEFICIENCIES OWED BY GRANTOR,
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GUARANTOR, AND OTHERAGAINST WHOM RECOVERY OF A DEFICIENCY
IS SOUGHT.
(b)Alternativc to Waiver. 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):
(i)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 no later than
twelve [12] months) following the foreclosure sale; (iii) all reasonable closing cost
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 insurance, a survey ofthe Mortgaged Property, tax proration,
attorney's fees, and marketing cost; (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 appraisal of the Mortgaged Property taking
into consideration the factors set forth above.
8.4.9 No Liability of FrUStec. Trustee shall not be liable for any error of judgment or act
done by the Trustee in good faith, or otherwise be responsible or accountable under any
circumstances whatsoever (including Trustee's negligence), except for Trustee's gross
negligence or willful misconduct, IT BEING AGREED THAT GRANTOR
EXPRESSLY RELEASES TRUSTEE FOR THE CONSEQUENCES OF TRUSTEE'S
ORDINARY NEGLIGENCE, WHETHER SOLE ORDINARY NEGLIGENCE OR
ORDINARY NEGLIGENCE CONCURRENT WITH NEGLIGENCE OF GRANTOR
OR WITH ANY OTHER PERSON OR ENTITY. Trustee shall have the right to rely on
any instrument, document or signature authorizing or supporting any action taken or
proposed to be taken by it hereunder, believed by it in good faith to be genuine. All moneys
received by Trustee until used or applied as herein provided, shall be held in trust for the
purposes for which they were received, but need not be segregated in any manner from any
other moneys (except to the extent required bylaw), and Trustee shall be under no liability
for interest on any moneys received by it hereunder. Grantor hereby ratifies and confirms
any and all acts which the herein named Trustee or its successor or successors, substitute
or substitutes, in this trust, shall do lawfully by virtue hereof and Grantor will reimburse
Trustee for, and save it harmless against, any and all liability and expenses which may be
incurred by it in the performance of its duties in accordance with the terms hereof. The
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ASSIGNMENT OF RENTS
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foregoing indemnity shall not terminate upon discharge of the secured Obligations or
foreclosure, or release or other termination, of this Deed of Trust.
9. Special Conditions
This instrument is expressly made subject to the following special conditions:
9.1 Successor Trustees. At the option of the Noteholder, without cause or notice, a successor
or substitute trustee may be appointed by the President or any Vice President, agent or
attorney -in -fact of the Noteholder without procuring the resignation of the former Trustee and
without any formality other than a designation in writing of a successor or substitute trustee, who
shall thereupon become vested with and succeed to all the powers and duties given to the Trustee
herein named, the same as if the successor or substitute trustee had been named original Trustee
herein; and such right to appoint a successor or substitute trustee shall exist as often and whenever
the Noteholder desires.
9.2 Waivcrandl?lcction. The exercise of any option given under the terms ofthis Deed of Trust
shall not be considered as a waiver of the right to exercise any other option given herein, and the
filing of a suit to foreclose the Deed of Trust granted by this Deed of Trust either on any matured
portion of the indebtedness or for the whole of the Indebtedness, shall never be considered an
election so as to preclude foreclosure under power of sale after a dismissal of the suit; nor shall the
filing of the necessary notices for foreclosure, as provided in this Deed of Trust, preclude the
prosecution of a later suit thereon.
9.3 Landlord -Tenant Relationship. Any sale ofthe Mortgaged Property under this Deed ofTrust
shall, without further notice, create the relationship of landlord and tenant at sufferance between the
purchaser and Grantor; and upon failure to surrender possession thereof, Grantor may be removed
by a writ of possession upon suit by the purchaser.
9.4 Usury. This Deed of Trust, the Note and all other agreements between Noteholder and
Grantor are hereby expressly limited so that in no contingency or event whatsoever, whether
acceleration of maturity of the Indebtedness or otherwise, shall the amount paid or agreed to be paid
to the Noteholder for the use, forbearance or detention of the money advanced or to be advanced
hereunder exceed the highest lawful rate permissible under the laws of the State of Texas and the
United States of America as applicable to this transaction. In determining whether or not the rate
of interest exceeds the highest lawful rate, Grantor and Noteholder intend that all sums paid
hereunder which are deemed interest for the purposes of determining usury be prorated, allocated
or spread in equal parts over the longest period of time permitted under the applicable laws of the
State of Texas. If, from any circumstances whatsoever, fulfillment of any provision hereof, of the
Note or of any other agreement securing the Indebtedness, at the time performance of such provision
shall be due, shall involve the payment of interest in excess of that authorized by law, the obligation
to be fulfilled shall be reduced to the limit so authorized by law, and if from any circumstances,
Noteholder shall ever receive as interest an amount which would exceed the highest lawful rate, the
amount which would be excessive shall be either applied to the reduction of the unpaid principal
balance of the Indebtedness (and not to the payment of interest) or refunded to Grantor, and
Noteholder shall not be subj ect to any penalty provided for the contracting for, charging or receiving
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ASSIGNMENT OF RENTS
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of interest in excess of the maximum lawful rate regardless of when or the circumstances under
which such refund for application was made.
9.5 Enforceability. If any provision hereof is presently or at any time becomes invalid or
unenforceable, the other provisions hereof shall remain in full force and effect, and the remaining
provisions hereof shall be construed in favor of the Trustee and the Noteholder to effectuate the
provisions hereof.
9.6 Application of Payments. If the lien or liens created by this Deed of Trust are invalid or
unenforceable as to any part of the Indebtedness or if such lien or liens are invalid or unenforceable
as to any part of the Mortgaged Property, the unsecured or partially secured portion of the
Indebtedness shall be completely paid prior to the payment of the remaining secured or partially
secured portion of the Indebtedness and all payments made on the Indebtedness, whether voluntary
or under foreclosure or other enforcement action or procedures, shall be considered to have been first
paid on and applied to the full payment of that portion of the Indebtedness which is not secured or
not fully secured by the lien or liens created herein.
9.7 Meaning of Particular Terms. Whenever used, the singular number shall include the plural,
the plural the singular, and the use of any gender shall include all genders. The words "Grantor" and
"Noteholder" shall include their heirs, executors, administrators, successors and assigns and the word
"Trustee" shall include his successors and substitute trustees.
9.8 Advances by Noteholder. If Grantor shall fail to comply with the provisions with respect
to the securing of insurance, payment of taxes, assessments, attorney's fees, and other charges, the
keeping of the Mortgaged Property in repair, or any other term or covenant herein contained,
Noteholder may make advances against the note secured hereby to perform the same, and where
necessary enter the Mortgaged Property for the purpose of performing any such term or covenant.
Grantor agrees to repay all sums advanced upon demand, with interest from the date such advances
are made, determined on the same basis as matured principal in the Note and all sums so advanced
with interest shall be secured hereby. Grantor agrees the Noteholder can make advances against the
note/indebtedness to pay all costs, expenses described herein including attorney's fees. Furthermore,
in the event that in the Noteholder's sole discretion an appraisal is needed to be obtained by the
Noteholder on the Mortgaged Property, the Noteholder may advance against the Note hereby secured
to pay for such appraisal and it and/or its agents may enter the Mortgaged Property for the purposes
of performing such appraisal. All amounts advanced under this section are secured by this deed of
trust.
9.9 Rcicasc or Extension by Noteholder. Noteholder, without notice, may release any part of
the Mortgaged Property or any person liable for the Indebtedness without in any way affecting the
liens hereof on any part of the Mortgaged Property not expressly released and may agree with any
party with an interest in the Mortgaged Property to extend the time for payment of all or any part of
the Indebtedness or to waive the prompt and full performance of any term, condition or covenant of
any instrument evidencing or securing the Indebtedness.
9.10 Partial Payments. Acceptance by Noteholder of any payment of less than the amount due
on the Indebtedness shall be deemed acceptance on account only and the failure to pay the entire
DEED OF TRUST
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ASSIGNMENT OF RENTS
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amount then due shall be and continue to be a default; and at any time thereafter and until the entire
amount due on the Indebtedness has been paid, Noteholder shall be entitled to exercise all rights
conferred on it by the terms of this Deed of Trust upon the occurrence of an Event of Default.
9.11 Titles Not to be Considered. All section, subsection, paragraph or other titles contained in
this Deed of Trust are for reference purposes only and this Deed of Trust shall be construed without
reference to said titles.
9.12 Construction of Agreement. This Deed of Trust may be construed as a mortgage, deed of
trust, chattel mortgage, conveyance, assignment, security agreement, pledge, financing statement,
hypothecation or contract, or any one or more of them, in order fully to effectuate the lien hereof and
the purposes and agreements herein set forth.
9.13 Notices. All notices required to be given Grantor or Noteholder hereunder shall be deemed
given if made in writing and either delivered or deposited in the United States mail, postage prepaid,
registered or certified, return receipt requested, and addressed to Grantor or Noteholder at the
addresses set out hereinafter.
9.14 Prior Mortgage. In the event any of the Loan proceeds are used to discharge any prior
mortgages on the Mortgaged Premises, Noteholder, its successors and assigns, are hereby subrogated
to all the rights, titles, powers, liens and estates which accrued to the original holders and owners
of the prior mortgages.
10. Use of Fire Insurance and Condemnation Proceeds for Reconstruction Purposes
10.1 In the event of payment to Noteholder of any condemnation award or insurance proceeds,
Noteholder agrees to apply the award or proceeds to the payment of all costs and expenses incurred
by Noteholder in obtaining such award or proceeds, and to hold the balance ofthe award or proceeds
available for the restoration and repair of the Mortgaged Property upon the following terms and
conditions:
10.1.1 Grantor shall cause an architect acceptable to Noteholder to prepare plans and
specifications for the repair and restoration of the damaged property and a certified cost of
construction statement showing the total cost of repair and restoration and shall promptly
submit said plans and specifications and statement to Noteholder for approval, which
approval will not be unreasonably withheld. Upon receipt of approval by Noteholder,
Grantor will promptly commence and diligently pursue the work or repair and restoration;
10.1.2 If prior to the commencement, or at any time during, the restoration and repair of
the Mortgaged Property, Noteholder shall determine that the total cost of restoration or
repair shall exceed the balance of the awards of proceeds held in its possession, Grantor
shall immediately pay, in cash, to Noteholder the amount of such excess costs. Until the
amount of said excess costs is paid to Noteholder, Noteholder shall not be obligated to
disburse any of the award or proceeds held by it. The awards or proceeds on the amount of
excess costs paid by Grantor are hereinafter called "Construction Funds." The amount of
such excess costs paid by Grantor shall be disbursed prior to the disbursement of any of the
DEED OF TRUST
SECURITY AGREEMENT -FINANCING STATEMENT
ASSIGNMENT OF RENTS
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awards or proceeds held by Noteholder;
10.1.3 The Construction Funds will be made available to Grantor as restoration repair work
progresses pursuant to certificates of an architect acceptable in form and substance to
Noteholder. Provided, however, if the Construction Funds are less than $100,000, the full
amount shall be made available to Grantor at the time the plans and specifications are
approved. If the amount of Construction Funds exceeds $100,000 the Construction Funds
will be made available as restoration work and repair work progresses pursuant to
certificates executed by Grantor;
10.1.4 There shall be delivered to Noteholder such other evidences as Noteholder may
reasonably request, from time to time, during the restoration and repair, after the progress
of the work, compliance with the approved plans and specifications, the cost of restoration
and repair, the total cost needed to complete the restoration and repair, and lien waivers or
evidence of no liens against the Mortgaged Property;
10.1.5 In the event Grantor, at any time, shall fail to promptly and fully perform the
conditions and covenants set out herein, or in the event during the restoration and repair an
Event of Default shall have occurred hereunder, Noteholder may, at its option, immediately
cease making further payments to the Grantor for the restoration and repair, and may further,
at its option, apply the Construction Funds then in its possession either to the reduction of
the Indebtedness hereby secured or to the restoration of the Mortgaged Property in the
manner above provided without affecting the lien of this Deed of Trust and/or the
obligations hereunder. Any excess Construction Funds, at Noteholder's option, may be
applied to the reduction of the Indebtedness hereby secured in the manner stated above; and
10.1.6 Provided, however, provisions of this Article 10 shall not be applicable and shall
not supersede the provisions of Subparagraph 3.2 of Article 3 and Subparagraph 5.3 of
Article 5, if any one of the following has occurred:
10.1.6.1 If at, or at anytime after, the damage or destruction, there exists an event
or act which is, or with the passage of time would be, an Event of Default under this
Deed of Trust, or any instrument securing the Indebtedness; and
10.1.6.2 If the Lessee of a portion of the Mortgaged Property so damaged or
destroyed elects to terminate or cancel the lease covering said portion.
11. NON -ASSUMPTION
The Note hereby secured contains a provision which provides that said Note may not be assumed
by any other person or legal entity without the express written consent of the Holder of said Note, and upon
failure thereof, the Holder of said Note may, at its option, upon thirty (30) days written notice, make demand
for immediate payment of the entire principal balance and accrued interest then due and owing.
DEED OF TRUST
SECURITY AGREEMENT -FINANCING STATEMENT
ASSIGNMENT OF RENTS
Page 26 of 28 05/18
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12. NON -LIABILITY
Any Grantor who signs this Deed of Trust but does not execute the Note secured hereby: (a) is
signing this Deed of Trust only to mortgage, grant and convey that Grantor's interest in the Property covered
by this Deed of Trust: (b) is not personally obligated to pay the sums secured by this Deed of Trust unless
so obligated by each Grantor's execution of other docunicttts creating such an obligation; and (c) agrees that
the Notcholder and the Maker of the Notes hereby secured may agree to extend, modify, forbear or make any
accommodation with respect to the terms of this Deed of Trust or the Notes secured hereby without that
Grantor's consent.
11). CROSS DEFAULT:
Any default under the provisions of any other Note or indebtedness held by Noteholder and executed
by Grantor hereunder, or under any Deed of Trust or other document securing such other Note, shall also
constitute at Noteholder's option, a default under this Deed of Trust and under the Note secured hereby. Any
default under the provisions of the Note or under this Deed of Trust or other documents securing the Note,
shall also constitute a default under any other Deed of Trust, under or any other Note or Notes held by
Notcholder.
14. PURCHASE MONEY
The Note hereby secured is given as a pail of the purchase price of the herein above described
property. and this Deed of Trust is in addition to the vendor's lien retained in a Deed given by Red Horse
Holdings, LLC to Orangestone La Branch, LLC securing the payment of the indebtedness described
hercin; and it is expressly agreed that the same shall not operate a5 a waiver of the lien created by this Deed
of Trust, it being agreed that said lien and rights created by this instrument shall be cumulative and in
addition to said vendor's lien above mentioned, and that the owner or holder of the above described
indebtedness may foreclose under eitheror both of said liens, as he or it may elect, without waiving the other,
said dccd above mentioned, together with its records, being here referred to and made a part of this
instrument.
THIS INSTRUMENT CONTAINS INDEMNIFICATION PROVISIONS AND PROVISIONS
L111'IITING THE NOTEHOLDER'S LIABILITIES FOR NEGLIGENCE.
EXECUTED this _I- day of- J kN t _ .. 2026.
Grantor:
Orangestone La Branch, LLC
a Texas limited liability company
By: ' ��
Hussain Mansur Nathoo, manager
GELD OF TRUs"r
5L?CURITY AGREEMENT-FINANC1NG STATEMENT
ASSIGNMENT OF RENTS
• Page 27 of 28 05/18
2026052737 Page 28 of 32
Name and Address of Grantor (Debtofl:
Orangestone La Branch, LLC
8870 Business Park Dr., Suite 100
Austin, Texas 78759
Address of Trustee:
Ray A. Gonzales
5219 McPherson Rd.
Laredo, Texas 78041
Address of Noteholder (Secured Party):
FALCON INTERNATIONAL BANK
5219 McPherson Rd.
Laredo, Texas 78041
STATE- OF TEXAS §
COUNTY OF _ §
This instrument was acknowledged before irte on the _!% _7 day of l� , 2026,
by Hussain Mansur Nathoo, manager of Orangestone La Branch, LLC, a Texas limited liability company on
behalf of said limited liability company.
'r o..•' •,, LUZ R05A
Notary ID #125412347
My Commission Expires OTA Y P IC, STATE OF TEXAS
';?�•
September 17, 2029
FALCON INTERNATIONAL BANK
c; o Records Management
5219 McPherson Road
Laredo. Texas 78041
DEED OF TRUST
SECURITY AGREEMENT-FINANCrNG STATEMENT
ASSIGNMENT OF RENTS
Page 28 of 28 05/18
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EXHIBIT "A"
Legal Description
Field notes for a tract of 30.01 acres of land out of the John McQueen Survey, Abstract Number 426, in Williamson
County, Texas; being that tract described as containing 30.00 acres in a deed from First Texas Bank to Larry James Reid
and wife, Rhonda G. Reid, dated July 2, 1993, and recorded in Volume 2330, Page 211 of the Official Records of
Williamson County, Texas.
Beginning at a 1/2" rebar iron stake found marking the southeast corner of the above described Reid 30.00 acre tract; said
stake also marking the southwest corner of that tract described as containing 36.63 acres in (1) a deed from Lou McLaurin
and Michael McLaurin to Richard A. Sliva and Karen L. Thompson -Siva, dated May 27, 1997, and recorded in County
Clerk's Document Number 1997024044 of said Official Records, and (2) a deed from First Texas Bank to Donna Lou Starr,
dated February 7, 1994, and recorded in Volume 2465, Page 692 of said Official Records; said stake lying in/near the
northerly margin of County Road 105; from said stake is found, for reference, a 1/2" rebar iron stake found, on the east
side of an iron pipe fence corner post, marking the southeast corner of said Sliva/Starr 36.63 acre tract, which bears N67'
58'24"E, along the common southerly boundary of said 36.63 acre tract and northerly margin of said County Road 105,
575.83 ft. distant; said stake bearing N68'37'14"E 3442.33 ft., N68'47'55"E 471.87 ft. and S21'2649"E 2769.80 ft. from
the approximate northwest corner of said John McQueen Survey; for the POINT OF BEGINNING and Southeast corner
hereof.
Thence leaving said County Road 105, and proceeding along the common easterly boundary of said Reid 30.00 acre tract
and westerly boundary of said Sliva/Starr 36.63 acre tract, N21 °26'49"W - at about 4 ft. pass about 0.8 ft. easterly of an
iron pipe fence corner post at the southerly terminus of a wire fence which meanders in a northerly direction generally just
westerly of said common boundary - In all 2769.80 ft. to a 1/2" rebar iron stake found, on the northerly side of a fence
corner post, marking the common northeast corner of said Reid 30.00 acre tract and northwest corner of said Sliva/Starr
36.63 acre tract; said stake also lying in the southerly boundary of that tract described as containing 228.9 acres in (1) a
deed from Gene Lawhon, et al, to Emma L. Lawhon Family Land Partnership, dated October 31, 2006, and recorded In
County Clerk's Document Number 2006095405 of the Official Public Records of Williamson County, Texas, and (2) a deed
from Madge Stanberry to Edwin L. Lawhon, et ux, dated September 8, 1059, and recorded in Volume 433, Page 369 of the
Deed Records of Williamson County, Texas; said stake lying in the common northerly boundary of said McQueen Survey
and southerly boundary of the Woodruff Stubblefield Survey, Abstract Number 556; for the Northeast corner hereof.
Thence leaving said Sliva/Starr 36.63 acre tract, and proceeding along the common northerly boundary of said Reid 30.00
acre tract and southerly boundary of said Lawhon 228.9 acre tract, along said common McQueen Survey northerly
boundary and Stubblefield Survey southerly boundary, along/near which meanders an old wire fence, S68047'55"W 471.87
ft. to a 1/2" rebar iron stake with a pink plastic cap stamped "TLS INC" found on the northerly side of an old cedar fence
corner post at the northwest corner of said Reid 30.00 acre tract; said point being the common northeast corner of Lot 17,
Block "D", of VALLEY VISTA, a subdivision of record in Cabinet P, Slide 18 of the Plat Records of Williamson County,
Texas; for the Northwest corner hereof.
Thence leaving said Lawhon 228.9 acre tract and said Stubblefield Survey, and proceeding along the easterly boundary of
said Block "D", VALLEY VISTA, common with the westerly boundary of said Reid 30.00 acre tract and, as follows:
(1) 821 ° 32'58"E, proceeding along the common easterly boundary of said Lot 17, along/near the meanders of a segment
of wire fence - at about 103.2 ft. pass about 0.2 ft. westerly of the southerly terminus of said wire fence, at a metal corner
post at the northerly terminus of a chain link security fence which meanders in a southerly direction generally just easterly
of said common boundary - In all 174.20 ft. to a 1/2" rebar iron stake found, lying about 0.3 ft. westerly of said chain link
fence, marking the common southeast corner of said Lot 17 and northeast corner of Lot 16 of said Block "D";
(2) S21 ° 20'53"E, proceeding along/near the common easterly boundary of said Lot 16 - pass the record common
southeast corner of said Lot 16 and northeast comer of Lot 15 of said Block "D" - proceeding along/near the common
easterly boundary of said Lot 15 - in all 254.03 ft. to a 1/2" rebar iron stake found, lying about 1.2 ft. westerly of said chain
link fence, marking the common southeast corner of said Lot 15 and northeast corner of Lot 14 of said Block "D'
(3) S21 ° 40'33"E, proceeding along the common easterly boundary of said Lot 14, 105.10 ft. to a 1/2" rebar iron stake
found, lying about 1 ft. westerly of said chain link fence, marking the common southeast corner of said Lot 14 and
northeast corner of Lot 13 of said Block "D";
(4) S21 ° 41'45"E, proceeding along the common easterly boundary of said Lot 13, 104.79 ft. to a 1/2" rebar iron stake
2026052737 Page 30 of 32
EXHIBIT "A"
Legal Description
found, lying about 0.8 ft. westerly of said chain link fence, marking the common southeast corner of said Lot 13 and
northeast corner of Lot 12 of said Block "D';
(5) S21° 24'27"E, proceeding along the common easterly boundary of said Lot 12, 105.17 ft. to a 1/2" rebar iron stake
found, lying about 1 ft. westerly of said chain link fence, marking the common southeast corner of said Lot 12 and
northeast corner of Lot 11 of said Block "D";
(6) S21°29'20"E, proceeding along the common easterly boundary of said Lot 11, 104.93 ft. to a 1/2" rebar iron stake
found, lying about 1 ft. westerly of said chain link fence, marking the common southeast corner of said Lot 11 and
northeast corner of Lot 10 of said Block "D';
(7) S21 ° 26'24"E, proceeding along the common easterly boundary of said Lot 10, 105.02 ft. to a 1/2" rebar iron stake
found, lying about 1.3 ft. westerly of said chain link fence, marking the common southeast corner of said Lot 10 and
northeast corner of Lot 9 of said Block "D";
(8) S21° 32'31"E, proceeding along/near the common easterly boundary of said Lot 9 - at about 44 ft. pass about 1.2 ft.
westerly of a metal corner post at the southerly terminus of said chain link security fence, at the northerly terminus of a
wire and cedar picket fence which meanders in a southerly direction generally just easterly of said common boundary -
pass the record common southeast corner of said Lot 9 and northeast corner of Lot 8 of said Block "D" - proceeding
along/near the common easterly boundary of said Lot 8 - in all 210.03 ft. to a 1/2" rebar iron stake found, lying about 1 ft.
westerly of said wire/cedar picket fence, marking the common southeast corner of said Lot 8 and northeast corner of Lot 7
of said Block "D";
(9) 821" 28'55"E, proceeding along the common easterly boundary of said Lot 7, 105.00 ft. to a 1/2" rebar iron stake
found, lying about 1 ft. westerly of said wire/cedar picket fence, marking the common southeast corner of said Lot 7 and
northeast corner of Lot 6 of said Block "D";
(10) S21° 32'57"E, proceeding along the common easterly boundary of said Lot 6, 105.06 ft, to a 1/2" rebar iron stake
found, lying about 0.8 ft. westerly of said wire/cedar picket fence, marking the common southeast corner of said Lot 6 and
northeast corner of Lot 5 of said Block "D";
(11) S21° 42'32"E, proceeding along the common easterly boundary of said Lot 5, 104.55 ft. to a 1/2" rebar iron stake
found, lying about 0.5 ft. westerly of said wire/cedar picket fence, marking the common southeast corner of said Lot 5 and
northeast corner of Lot 4 of said Block "D";
(12) S21° 024'21"E, proceeding along/near the common easterly boundary of said Lot 4 - pass the record common
southeast corner of said Lot 4 and northeast corner of Lot 3 of said Block "D" - proceeding along/near the common
easterly boundary of said Lot 3 - in all 185.37 ft. to a 1/2" rebar iron stake with an orange plastic cap stamped "M.
MEADOR RPLS 1966" set, on the northerly side of an old cedar fence corner post and lying about 1 ft. westerly of said
wire/cedar picket fence, at an angle point in said Lot 3 easterly boundary, said stake lying along the northerly projection of
the monumented easterly boundary of Lot 2 of said Block "D";
(13) S21° 21'02"E, continuing along the common easterly boundary of said Lot 3, along said Lot 2 easterly boundary
projection, 25.00 ft. to a 1/2" rebar iron stake found, lying about 1 ft. westerly of said wire/cedar picket fence, marking the
common southeast corner of said Lot 3 and northeast corner of said Lot 2, Block "D";
(14) S21° 21'02"E, proceeding along the common easterly boundary of said Lot 2, 105.13 ft. to a 1/2" rebar iron stake
found, lying about 1 ft. westerly of said wire/cedar picket fence, marking the common southeast corner of said Lot 2 and
northeast corner of Lot 1 of said Block "D"; and
(15) S21° 19'18"E, proceeding along the common easterly boundary of said Lot 1, 105.06 ft. to a 1/2" rebar iron stake
found, lying about 1 ft. westerly of said wire/cedar picket fence, marking the common southeast corner of said Lot land the
easterly terminus of the northerly margin of MADISON DRIVE. Thence leaving said Block "D", and proceeding along the
easterly terminus of said MADISON DRIVE, common with said westerly boundary of said Reid 30.00 acre tract, S21
21'02"E 49.92 ft. to a 1/2" rebar iron stake found, lying about 1 ft. westerly of said wire/cedar picket fence, marking the
common easterly terminus of the southerly margin of said MADISON DRIVE and northeast corner of Lot 16, Block "C" of
said VALLEY VISTA. Thence leaving said MADISON DRIVE, and proceeding along the easterly boundary of said Block
2026062737 Page 31 of 32
EXHIBIT "A"
Legal Description
"C", VALLEY VISTA, common with said westerly boundary of said Reid 30.00 acre tract, as follows:
1) S21 ° 19'41 "E, proceeding along the common easterly boundary of said Lot 16, 142.39 ft. to a 1/2" rebar iron stake
found, lying about 0.8 ft. westerly of said wire/cedar picket fence, marking the common southeast corner of said Lot 16 and
northeast corner of Lot 15 of said Block "C";
(2) S21 ° 21'48"E, proceeding along/near the common easterly boundary of said Lot 15 - pass the record common
southeast corner of said Lot 15 and northeast corner of Lot 14 of said Block "C"- proceeding along/near the common
easterly boundary of said Lot 14 - pass the record common southeast corner of said Lot 14, northeast comer of Lot 12 of
said Block "C" and most northerly corner of Lot 11 of said Block "C"- proceeding along/near the common easterly
boundary of said Lot 11 — in all 518.27 ft. to a 1/2" rebar iron stake found, lying about 0.5 ft. westerly of said wire/cedar
picket fence, marking the common southeast corner of said Lot 11 and northeast corner of Lot 10 of said Block "C";
(3) S21 ° 17-41 "E, proceeding along the common easterly boundary of said Lot 10, 137.85 ft. to a 1/2" rebar iron stake
found, lying about 0.2 ft. westerly of said wire/cedar picket fence, at an angle point in said Lot 10 easterly boundary; and
(4) S20° 24'50"E, continuing along the common easterly boundary of said Lot 10, 53.12 ft. to a 1/2" rebar iron stake found,
on the westerly side of an old cedar fence post, at an angle point in said Lot 10 easterly boundary, marking the southwest
corner of said Reid 30.00 acre tract; said point lying at the intersection of the northerly and westerly margins of the
aforementioned County Road 105; for the Southwest corner hereof.
Thence leaving said Lot 10 and said VALLEY VISTA subdivision, and proceeding along the southerly boundary of said
Reid 30.00 acre tract, common with the approximate northerly margin of said County Road 105, N47027'28"E 66.66 ft. to a
1/2" rebar iron stake with an orange plastic cap stamped W. MEADOR RPLS 1966" set at an angle point in said boundary,
said stake lying in the westerly projection of the monumented southerly boundary of the aforementioned Sliva/Starr 36.63
acre tract; for an angle point hereof.
Thence continuing along said common southerly boundary of said Reid 30.00 acre tract and approximate northerly margin
of said County Road 105, N67'58'24"E, along said 36.63 acre southerly boundary projection, 410.92 ft. to the POINT OF
BEGINNING, containing 30.01 acres of land.
2026052737 Page 32 of 32
ELECTRONICALLY RECORDED
OFFICIAL PUBLIC RECORDS
2026052737
Pages:32 Fee: $145.00
06/25/2026 08:31 AM
KOROURKE
Nancy E. Rister, County Clerk
Williamson County,Texas
EXHIBIT `B"
SURVEY
LOCATION MAP
WOODRUFF STUBBLEFIELD SURVEY, ABST. NO. 556
228.9 Ac.
Gem Lawhon, of at to Emma L. Lawhon Faintly land Partnership
1013112006, Dbc ,y2006095405 O PP-
Madgo Stanberry to Edwin L. Lawhon, et vz. 9/6/f959, 43SA69 DA
ser4rWW ,rlAr'
Lot f7
Lot 16
Y
Lot 15
a
JOHN MCQ
Lot 14 S:
�i Lot t3 ep�
- — CO Lot r2 �{
---I---�aCcj,:
Lee rr
u
titot 10
Lot 9
Lot e G
Lot 7 F
r.
yLot 6
Lot 5
r4Lot 4 $ l
- -- — --
Lot 3
Lot 2
P fp,
Lot I
MADISON DRIVE •t'��m'
Lot to
Lot 15
Lot 14
r
ti
Lot 12 '1
Lot II
or N4
— t?4
�. -Lot f0 q;
Lot 9
\� iy
7--
Lot 6
Lot 5
MEADOR SURVEYlNC 1`
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Survey of 30.01 acres of land out of the John
Maialal..wDOM�.01.11r MM•Yiror.�l...i. �/.Y l�.we �... •....
McQueen Survey. Abstract No. e26. In Williamson
+ ��y ^�,�;,� �r'•+�
County. Texas: being that front described as
containing 30.00 acres In a deed from Met Texas
o:r .,+."1e c..n *+r► r r.
Bank to Lorry James Reid and wife. Rhonda G.
%L
Reid. dated 7/2/1993. recorded in Vol. 2330. P.
211. Official Records of Williamson County, Texas.
LOCATION MAP
San+
EXHIBIT "C"
WCAD RECORDS
WCAD
Property Owner Property Address Tax Year
R333612 ORANGESTONE LA 707 CR 105 SPUR, 2026
BRANCH LLC HUTTO, TX 78634
Page: � Property Details
2026 Market Value
$8,758,970
2026 GENERAL INFORMATION
2026 VALUE INFORMATION
Property Status
Active
MARKET VALUE
Property Type
C1
Improvement Homesite Value
N/A
Legal Description
AW0426 AW0426 - Mcqueen, J. Sur., ACRES 30.01
Improvement Non-Homesite
N/A
Value
Neighborhood
G901V - VEHICLE & BOAT STORAGE
Total Improvement Market
$7,292,665
Account
R-20-0426-0000-0013C
Value
Related Properties
P516541 • P519312
Map Number
3-1943
Land Homesite Value
N/A
Effective Acres
0.000000
Land Non-Homesite Value
N/A
2026 OWNER INFORMATION
Land Agricultural Market Value
N/A
Owner Name
ORANGESTONE LA BRANCH LLC
Land Timber Market Value
N/A
Owner ID
Total Land Market Value
$1,466,305
Exemptions
Total Market Value
$8,758,970
Percent Ownership
100%
VALUE METHOD
Mailing Address
8870 BUSINESS PARK DR #STE 100 AUSTIN, TX 78759-7519
Value Method
Agent
-
ASSESSED VALUE
Total Improvement Market
$7,292,665
Value
Land Homesite Value
N/A
Land Non-Homesite Value
N/A
Agricultural Use
$0
Timber Use
$0
Total Appraised Value
$8,758,970
Homestead Cap Loss A
-$0
Circuit Breaker Limit Cap Loss
-$0
A
Total Assessed Value $8,758,970
N/A values are not applicable toward
total value.
2026 ENTITIES & EXEMPTIONS
TAXING ENTITY I EXEMPTIONS
CAD- Williamson CAD
@'° (08- Wmsn ESQ a8
R'� GWI- Williamson CO
i Lr,' RFM- Wmsn CO
FM/RD
L SGT- Ceoigetown
1 S D
TOTALS
EXEMPTIONS
I ' TAXABLE VALUE
TAX RATE PER 100
AMOUNT
fl
- $8,758,970
0
- $8,758,970
0.0912 I
- $8,758,970
0.369447
$8,758,970
0.044329
1
- $8,758,970
1.0506
1,555576 I
2026 IMPROVEMENTS k� Expand/Collapse All Improvements
Improvement #1
State Code
Homesite
Total Main Area (Exterior Measured) Market Value
F1 - Real, Commercial
No
3,489 Sq. Ft
N/A
RECORD
TYPE
YEAR BUILT
SQ. FT
VALUE
ADD'L INFO
1
Main Area
1996
3,345
N/A
Expand Details
2
Main Area
2003
144
N/A
Expand Details
3
Open Porch
1996
661
N/A
a Expand Details
4
Open Porch
1996
393
N/A
V Expand Details
5
Open Porch
2003
496
N/A
V. Expand Details
6
Fireplace
1996
1
N/A
v Expand Details
7
Fence Masonry
2003
-
N/A
Expand Details
8
Patio
2015
4,700
N/A
Expand Details
9
Canopy
2017
3,500
N/A
i
V Expand Details
10
Out Bldg
2018
400
N/A
Expand Details
Improvement #2
State Code
Homesite
Total Main
Area (Exterior
Measured) Market Value
F1 - Real, Commercial
No
N/A
RECORD
TYPE _
YEAR BUILT
I SQ, FT
L VALUE
ADD'L INFO
1
Fence Metal
2015
N/A
V Expand Details
2
Base/Gravel
2015
145,000
N/A
V Expand Details
Parking
Improvement #3
State Code
Homesite
Total Main
Area (Exterior
Measured) Market Value
F1 - Real, Commercial
No
N/A
RECORD
TYPE
YEAR BUILT
SQ. FT
VALUE
! ADD'L INFO
1
Canopy
2019
12,960
N/A
V Expand Details
2
Canopy
2019
12,960
N/A
�0 Expand Details
3
Canopy
2017
12,960
N/A
I
V, Expand Details
4
Canopy
2017
12,960
N/A
V Expand Details
5
Out Bldg
2017
200
N/A
V Expand Details
6
Base/Gravel
2017
50,000
N/A
V Expand Details
Parking
Improvement #4
State Code
Homesite
Total Main
Area (Exterior
Measured) Market Value
F1 - Real, Commercial
No
N/A
RECORD
TYPE
YEAR BUILT
SQ. FT
VALUE
ADD'L INFO !
1
Canopy
2022
5,040
N/A
V Expand Details
2
Canopy
2022
5,040
N/A
V- Expand Details
3
Canopy
2022
5,040
N/A
Expand Details
4
Canopy
2022
5,040
N/A
Y, Expand Details
5
Canopy
2022
5,040
N/A
V Expand Details
6
Canopy
2022
5,040
N/A
V Expand Details
i
7
Canopy
2022
5,040
N/A
V Expand Details '
8
Canopy
2022
5,040
N/A
v Expand Detain
9
Canopy
2022
5,040
N/A
V Expand Details ,
10
Canopy
2022
5,040
N/A
Expand Details i
11
Canopy
2022
5,040
N/A
Expand Details
12
Canopy
2022
5,040
N/A
Expand Details
13
Canopy
2022
5,040
N/A
Expand Details
14
Canopy
2022
5,040
N/A
Expand Details
'
15
Canopy
2022
5,040
N/A
Expand Details
16
Canopy
2022
5,040
N/A
Expand Details
i
17
Canopy
2022
5,040
N/A
Expand Details
18
Canopy
2022
5,040
N/A
Expand Details
2026 LAND SEGMENTS
LAND
SEGMENT
STATE CODE
HOMESITE
MARKET
AG
USE
TIM USE
LAND SIZE
TYPE
VALUE
I
—
1 -Vacant Land
E4 - Vacant
No
N/A
$0
$0
2.283460 acres
Acreage (unless
i
platted)
2 - Commercial
F1 - Real,
No
N/A
$0
$0
27.726540 acres
Commercial
TOTALS
1,307,236 Sq.
ft / 30.010000
acres
VALUE HISTORY
I
f
YEAR IMPROVEMENT LAND
MARKET
AG
AG I
TIM
TIM
APPRAISEDFHSS
AP
CAP
I ASSESSED
MARKET
USE
MARKET I
I
USE
_
OS
LOSS
2025 $6,211,782
$1,647,278
$7,859,060
$0
$0
$0
$0
$7,859,060
$0
$0 $7,859,060
2024 $6,874,873
$1,821,906
$8,696,779
$0
$0
$0
$0
$8,696,779
$0
$0 $8,696,779
2023 $5,378,094
$1,821,906
$7,200,000
$0
$0
$0
$0
$7,200,000
$0
$0 $7,200,000
2022 $2,108,211
$674,497
$2,782,708
$956,399
$6,280
$0
$0
$2,788,988
$0
$0 $2,788,988
2021 $1,910,910
$349,058
$2,259,968
$415,303
$4,939
$0
$0
$2,264,907
$0
$0 $2,264,907
SALES HISTORY
DEED DATE _
SELLER
BUYER
INSTR #
VOLUME/PAGE I
6/18/2026
RED HORSE HOLDINGS
ORANGESTONE LA
2026052736
LLC
BRANCH LLC
5/9/2025
A -AFFORDABLE BOAT &
RED HORSE HOLDINGS
2025039182
RV STORAGE-
LLC
GEORGETOWN LLC
11/22/2021
REID, LARRYJ &
A -AFFORDABLE BOAT &
2021180604
RHONDA G
RV STORAGE-
GEORGETOWN LLC
7/2/1993
FIRST TEXAS BANK,
REID, LARRY J &
-
2330/211
GEORGETOWN
RHONDA G
3/4/1988
CITIZENS, STATE BANK
CITIZENS STATE BANK
1637 (287.29)/832 STD
3/4/1988
CARLSON, VIRGIL F
CITIZENS, STATE BANK
1637 (280.009)/832 STD
5/1/1985
CARLSON FRANK B EST
CARLSON, VIRGIL F
674/755
CARLSON, PHILIP A
CARLSON FRANK B EST
359/544
CITIZENS STATE BANK
FIRST TEXAS BANK,
FKA CITIZENS/STATE
GEORGETOWN
BANK
EXHIBIT "D"
FRANCHISE TAX ACCOUNT STATUS
FRANCHISE TAX ACCOUNT
STATUS
This record as of August 13, 2026 at 12:09:59
ORANGESTONE LA BRANCH, LLC
Texas Taxpayer 32049407409
Number:
Mailing Address:
8870 BUSINESS PARK DR STE 100
AUSTIN, TX 78759 - 7519
Right to Transact
ACTIVE
Business in Texas:
State of Formation:
TX
SOS Registration
ACTIVE
Status
(SOS status updated
each business day):
Effective SOS
11 /02/2012
Registration Date:
Texas SOS File
0801678846
Number:
Registered Agent
HUSSAIN NATHOO
Name:
Registered Office
8870 BUSINESS PARK DR STE 100
Street Address:
AUSTIN, TX 78759
Public Information Report for Year 2026
Title
Name and Address
MANAGING M EMBARK HOSPITALITY LLC
8870 BUSINESS PARK DR 100
AUSTIN, TX 78759
Source: SOS
MANAGING M HNK VENTURE CAPITAL LLC
1714 TALCOTT LANE
SUGAR LAND, TX 77479
Source: SOS
MANAGING M ORANGESTONE MANAGEMENT LLC
PO BOX 939
BELLAIRE, TX 77402
Source: SOS
Information on this site is obtained from the most recent Public Information Report
(PIR) submitted to the Comptroller of Public Accounts (CPA) or from the most recent
PIR processed by the Secretary of State (SOS). Annual PIRs submitted to the CPA are
forwarded to the SOS.
EXHIBIT "E"
UNANIMOUS WRITTEN CONSENT OF THE MEMBERS AND MANAGERS
ORANGESTONE LA BRANCH, LLC
UNANIMOUS WRITTEN CONSENT OF THE MEMBERS AND MANAGERS
THE UNDERSIGNED, being all of the Members and Managers of OrangeStone La Branch, LLC, a
Texas limited liability company (the "Company"), acting pursuant to the provisions of the Texas Business
Organizations Code and the Operating Agreement of the Company, do hereby unanimously adopt, consent to,
and approve the following recitals and resolutions in writing without a meeting:
WHEREAS, the Company is the owner or controlling entity of that certain real property located at 707 CR
105 Spur, Georgetown, Texas (the "Property"); and
WHEREAS, the Property is currently situated within the Extraterritorial Jurisdiction ("ETJ") of the City of
Georgetown, Williamson County, Texas; and
WHEREAS, the Members and Managers have determined that it is in the best interest of the Company to
petition the City of Georgetown and/or the applicable governmental authorities to release the Property from the
City of Georgetown's ETJ pursuant to applicable Texas law (including Chapter 42 of the Texas Local
Government Code, as amended); and
WHEREAS, the Members and Managers desire to authorize Hussain Nathoo, in his capacity as Manager of
the Company, to execute, deliver, and submit on behalf of the Company all necessary petitions, applications,
certifications, affidavits, and related documents required to effectuate the ETJ release for the Property.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
NOW, THEREFORE, BE IT RESOLVED, that Hussain Nathoo, Manager of the Company, be, and he
hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to prepare,
execute, sign, seal, verify, deliver, and file a formal petition to release the site at 707 CR 105 Spur,
Georgetown, Texas from the City of Georgetown's Extraterritorial Jurisdiction, along with all associated
instruments, applications, agreements, and documentation required by the City of Georgetown, Williamson
County, or any other authority having jurisdiction over the matter.
FURTHER RESOLVED, that Hussain Nathoo, Manager, is authorized and empowered to negotiate,
finalize, modify, or supplement any terms, conditions, or filings related to said ETJ release, and to take all such
further actions, pay any applicable fees, and execute and deliver all such additional documents, certificates,
and instruments as he may, in his sole discretion, deem necessary, desirable, or advisable to carry out and
fulfill the intent and purpose of the foregoing resolution.
FURTHER RESOLVED, that any and all actions previously taken by Hussain Nathoo or any authorized
representative of the Company prior to the date hereof in connection with the petition for release of the
OrangeStone La Branch, LLC I Unanimous Written Consent Page 1 of 2
Property from the City of Georgetown's ETJ be, and they hereby are, ratified, confirmed, approved, and
adopted in all respects as the official acts and deeds of the Company.
IN WITNESS WHEREOF, the undersigned Members and Managers have executed this Unanimous
Written Consent as of the dates set forth below. This document may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of
an executed signature page by electronic transmission (including PDF or electronic signature) shall be as
effective as delivery of a manually executed counterpart.
/ 1miw7,u2vreG(
Mohammed Ali
Member/Authorized Representative
Date: 7/22/2026
ftUSSa.lh , 1 U-�Ov
Hussain Nathoo
Manager
Date:
7/22/2026
14at -m
Iqbal Ali
Member /Authorized Representative
Date: 7/22/2026
OrangeStone La Branch, LLC I Unanimous Written Consent Page 2 of 2
Petitioned for ETJ Removal
gfORW WN
ORANGESTONE LA BRANCH LLC
Clk
1
i
i
%.kl.Sy`
5y'13p' �4?0"" %,
"sB
Y///J r i UJJcL L y
Georgetown ETJ
0 4S0
City limits
\ US Feet
900