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R-02-08-22-13A2 - 8/22/2002_ ewart .title of austin Sincerely, September 18, 2002 Via Mail Natalie Takats Commercial Escrow Assistant Enclosures City of Round ock Attn: Nyle Maxwell and Stei i heets 221 E. Main Street Round Rock, TX 78664 Dear Mr. Maxwell and Mr. Sheets, e ° 2092 336 South Congress Avenue Suite 300 P.O. Box 1806 (78767) Austin, TX 78704 512 - 472 -9231 512 -472 -3101 commercial fax 512- 236 -9168 executive fax stewart.com NYSE: STC RE: GF #02090179 Buyer: City of Round Rock Seller: WM Acquisitions, Inc. Legal: 12.980 acres of land out of the David Curry Survey, Abstract No. 130 in Williamson County, Texas. Thank you for choosing Stewart Title Austin, Inc. to close your real estate transaction. Enclosed please find a copy of the Title Commitment and the exception documents. Jim Garrison is the escrow officer in charge of your closing. Please feel free to contact Jim at (512) 322 -8707 or myself at (512) 322 -8709 with any questions. When calling, please refer to our GF number as referenced above. We appreciate your business and look forward to working with you. THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE A AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW. We, STEWART TITLE GUARANTY COMPANY, will issue our title insurance policy or policies (the Policy) to You (the proposed insured) upon payment of the premium and other charges due, and compliance with the requirements in Schedule B and Schedule C. Our Policy will be in the form approved by the Texas Department of Insurance at the date of issuance, and will insure your interest in the land described in Schedule A. The estimated premium for our Policy and applicable endorsements is shown on Schedule D. There may be additional charges such as recording fees, and expedited delivery expenses. This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires. In witness whereof, the Company has caused this commitment to be signed and sealed as of the effective date of commitment as shown in Schedule A, the commitment to become valid and binding only when countersigned by an authorized signatory. Authorized Signatory y rv�s ' Jl f Chairman o Ih Board Counterby: /../^M Gym,_ 585 Rev, 4/4702 COMMITMENT FOR TITLE INSURANCE ISSUED BY stewart title guaranty company CONDITIONS AND STIPULATIONS 1 If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not shown in Schedule 6, you must notify us in writing. If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notify us affects our liability. If you do notify us, or we learn of such matter, we may amend Schedule B. but we will not be relieved of liability already incurred. 2. Our liability is only to you, and others who are included in the definition of Insured in the Policy to be issued. Our liability is only for actual loss incurred in your reliance on this Commitment to comply with its requirements or to acquire the interest in the land. Our liability is limited to the amount shown in Schedule A of this commitment and will be subject to the following terms of the Policy: Insuring Provisions, Conditions and Stipulations, and Exclusions. At notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. Box 2029. Houston, Texas 77252. E_stewart® title Stewart Title Guaranty Company. Stewart Title Insurance Company, Stewart T isle Insurance Company of r Oregon, National Land Title Insurance Company, Arkansas Title Insurance Company, Charter Land Title Insurance Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm - Leach - Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title Guaranty Company, Stewart Title Insurance Company, Stewart Title Insurance Company of Oregon, National Land Title Insurance Company, Arkansas Title Insurance Company, Charter Land Title Insurance Company. We may collect nonpublic personal information about you from the following sources: • Information we receive from you such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction. such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose Nis information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non - financial companies such as envelope stutters and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Georgetown Title Company, Inc. Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm - Leach- Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Georgetown Title Company. Inc. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate age. it or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpt blic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former :ustomers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non- financial companies such as envelope stutfers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Commitment No. GF No. or File No. GF 0205 8.34 Z4 1. The policy or policies to be issued are: (a) (b) 5882 (Rev. 4/4/02) Issued SCHEDULE A OWNER POLICY OF TITLE INSURANCE (Form T -1 ) (Not applicable for improved one -to -four family residential real estate) Policy Amount: $ 791,572.32 PROPOSED INSURED: CITY OF ROUND ROCK TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE —ONE -TO -FOUR FAMILY RESIDENCES (Form T -1R) Policy Amount: $ PROPOSED INSURED: MORTGAGEE POLICY OF TITLE INSURANCE (Form T -2) Policy Amount: $ PROPOSED INSURED Proposed Borrower: Binder Amount: $ PROPOSED INSURED: Proposed Borrower: (t) OTHER Policy Amount: $ PROPOSED INSURED: 2. The interest in the land covered by this Commitment is: FEE SIMPLE 3. Record title to the land on the Effective Date appears to be vested in: WM ACQUISITIONS, INC. Effective Date of Commitment: September 06 2002 5 p 20 o'clock m Page 2 September 16 2002 5 p 20 o'clock m TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE (Form T -2R) Policy Amount: $ PROPOSED I NSURED Proposed Borrower: MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T -13) 4 Legal description of land: 12,980 acres of land, more or less, out of the DAVID CURRY SURVEY, Abstract No 150 in Williamson County, Texas, and being more fully described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. Continued on next page rstewart title guaranty company 203 a OF` O2O.2834 Z4 Attached to and made a part of Stewart Title Guaranty Company Policy No. Continuation of Schedule A Page PARAGRAF'H 4 CONTINUED NOTE: The Company does not represent that the above acreage or square footage calculations are correct. rstewart title guaranty company C ommitment No. OF 020528 34 Z4 SCHEDULE B EXCEPTIONS FROM COVERAGE In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attor- ney's fees, and expenses resulting from: 1. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception): recorded in Volume 816, Page 846, 'Volume 828, Page 63', Deed Records, and Volume 1415, Page 506, Official Records, Williamson County, Texas, BUT OMITTING ANY COVENANT, CONDITION OR RESTRICTION, IF ANY, BASED ON RACE, COLOR, RELIGION, SEX, Continued on next page 2 Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) 5. Standby fees, taxes and assessments by any taxing authority for the year _, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. (If Texas Short Form Residential Mortgagee Policy of Title Insurance (T-2R) is issued, that policy will substitute "which become due and payable subsequent to Date of Policy" in lieu of "for the year and subsequent years. ") # 6. The terms and conditions of the documents creating your interest in the land. 7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Mortgagee Title Policy binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before a binder is issued.) 8. Liens and leases that affect the title of the land, but that are subordinate to the lien of the insured mortgage. (Applies to Mortgagee policy (T-2) only.) 9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Mortgagee Policy of Title Insurance (T -2R). (Applies to Texas Short Form Residential Mortgagee Policy of Title Insurance (T-2R) only. Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Mortgagee Policy of Title Insurance (T-2R).) 10. The following matters and all terms of the document creating or offering evidence of the matters (We must insert matters or delete this exception.): 11. Terms, provisions and conditions of any leases, not of record. 12. The rights of Brushy Creek Water Control and Improvement District No. 1.A to levy taxes and issue bonds. 13. Public utility easement dated September 19, 1985, granted by Continued on next page 5853 (Rev. 4/4/02) Page 3 _stewart Cite guaranty company 203 A GF 02052834 Z4 Attached to and made a part of Stewart Title Guaranty Company Policy No. Continuation of Schedule B PARAGRAPH 1 CONTINUED HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN UNLESS AND ONLY TO THE EXTENT THAT THE COVENANT, CONDITION OR RESTRICTION (a) IS EXEMPT UNDER TITLE 42 OF THE UNITED STATES CODE, OR (b) RELATES TO HANDICAP, BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED PERSONS. Thomas P. Francis and Tom E. Nelson, Jr., Trustees to City of Round Rock as described in instrument recorded in Volume 1247, Page 383, Official Records, Williamson County, Texas. 14. Unimproved drive as shown on survey plat dated April 4, 2000, prepared by Thomas J. Dodd, Registered Professional Land Surveyor No. 1882 of Carlson Engineering and Associates, Inc. 15. Rights of parties in possession. 16. Any visible and apparent easement, either public or private, the existence of which is not disclosed by the public records as defined herein, including, but not limited to, roads or utilities in use on the land. NOTE: If the Company is furnished a satisfactory current survey (and is paid the required premium where applicable) to amend its "area and boundary" exception, Company may except to encroachments and other matters reflected by the survey. If Company's requirements and guidelines are met, Company may add the following after the description of those encroachments that are acceptable risks: Company insures the insured against loss, if any, sustained by the insured under the terms of this policy by reason of a final, non — appealable judgment of a court of competent jurisdiction that orders the removal of this improvement because it encroaches over or into (describe applicable building line or easement). Company agrees to provide defense to the insured in accordance with the terms of this policy if suit is brought against the insured to require the removal of this improvement because it encroaches as herein stated. Page * including taxes levied by Brushy Creek Water Control and Improvement District No. 1A. SteWar t title guaranty company Commitment No.: SCHEDULE C GF 020528:74 Z4 Your Policy will not cover loss, costs, attorneys fees, and expenses resulting from the following require- ments that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: 565. (REV. 111/931 Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record. 2. Satisfactory evidence must be provided that: - no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A, - all standby fees, taxes, assessments and charges against the property have been paid, - all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, sub - contractors, laborers and suppliers have been fully paid, and that no mechanic's, laborer's or materialman's liens have attached to the property, - there is legal right of access to and from the land, - (on a Mortgagee Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. 3. You must pay the seller or borrower the agreed amount for your property or interest. 4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment. 5. Deed of Trust dated April 20, 1994, executed by WM Acquisitions, Inc. to Michael F. Hord, Trustee, which said deed of trust is recorded in Volume 2518, Page 16, Official Records, Williamson County, Texas, securing the payment of a not of even date therewith in the principal amount of $150,000.00, payable to the order of NATIONSBANK OF TEXAS, N. A. and subject to all of the terms, provisions and conditions contained in said Deed of Trust, .including but not limited to any additional existing or future indebtedness also secured by said deed of trust. Amended _under Document No. 2001005557, Official Public Records, Williamson County, Texas. 6. Financing Statement executed by WM acquisitions, Inc., to NATIONSBANIC OF TEXAS, N.A., filed April 28, 1994, recorded under No 082496, UCC Division of the Texas Secretary of State. 7. We must be furnished a waiver as to the "rights of parties in possession" exception. 8. Since this property is located in the Brushy Creek Water Control and Improvement District No. 14, we must be furnished the Notice to Purchaser as required by Section 49,452 of the Texas Water Code. This notice must be given to the purchaser prior to the final closing of the proposed transaction. 7. We must be fur o hed e resolution from the Board of Directors of Continued on next page STEWART TITLE GUARANTY COMPANY 203 A Page GF 02052834 Z4 Attached to and made a part of Stewart Title Guaranty Company Policy No. Continuation of Schedule C WM Acquisitions, Inc., authorizing the sale of this property, and stating which corporate officers are authorized to execute related instruments on behalf of said corporation. 10. AT TIME OF CLOSING THIS PROPERTY MUST BE (UPDATED BY THIS OFFICE, AT WHICH TIME FURTHER REQUIREMENTS AND /OR EXCEPTIONS MAY BE MADE. rstewart title guaranty company Policy Commitment No.: C -5e04- GF 02052874 Z4 SCHEDULE D The information contained in this Schedule (D) does riot affect title to or the lien upon the and described in Schedule A hereof, to be insured in any policy(ies) of title insurance to be issued in accordance with this Commitment. As to Stewart Title Guaranty Company, the Underwriter herein, the following disclosures are made: A -1. Shareholders owning, controlling or holding, either personally or beneficially, 10% or more of the lease Shares of Stewart Title Guaranty Company as of the last day of the year preceding the date hereinabove set forth are as follows: Stewart Information Services Corporation - 100% A -2. The members of the Board of Directors of Stewart Title Guaranty Company as of the last day of the year preceding the date hereinabove set forth are as follows: Carloss Morris, Stewart Morris, Stewart Morns, Jr., Malcolm Morris, Max Crisp, C.M. Hudspeth, Eugene Mohler, Bruce Belin and Nita Hanks. A -3. The four designated officers of Stewart Title Guaranty Company as of the last day of the year preceding the date hereinabove set forth are as follows: President: Malcolm S. Morris, Executive Vice President: Glenn H. Clements, Secretary: Sue M. Pizzitola, Treasurer: Ken Anderson, Jr. As to Georgetown Title Co , , Inc. (Title Insurance Agent), the following disclosures are made: B -1. Shareholders, owners, partners or other persons having, owning or controlling 1% or more of Title Insurance Agent are as follows: Claude A. Hays, Jr. B -2. Shareholders, owners, partners, or other persons having, owning or controlling 10% or more of any entity that has, owns, or controls 1% or more of Title Insurance Agent are as follows: B -3. If Title Insurance Agent is a corporation, the following is a list of the members of the Board of Directors: Claude A. Hays, Jr., Barbara A. Hays, David S. Hays and Michael S. Cumberland B -4. If Title Insurance Agent is a corporation, the following is a list of its officers: C -1. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this Commitment relates. Upon your request, such disclosure will be made to you Additionally, the name of any person, firm or corporation receiving any sum from the settlement of this transaction will be disclosed on the closing or settlement statement. You are further advised that the estimated' title premium is Owner Policy $ 5,335,00 Mortgagee Policy $ Endorsement Charges $ Total $ 5,335,00 Of this total amount $ or 15 % (complete one only) will be paid to Stewart Title Guaranty Company; $ or }R� , - % (complete one only) will be retained by Title Insurance Agent; and any remainder of the estimated' premium will be paid to other parties as lo)$0Ns: The estimated premium is based upon information furnished to us of the date of this Commitment for Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the State Board of Insurance. 5855 REV.10 -31 -92 Michael S. Cumberland, Barbara A. Hays and David S. Hays Amount Paid to $ or 56.25% % (complete only one) STEWART $ or % (complete only one) $ or % (complete only one) Services FOR CLOSING STEWART TITLE GUARANTY COMPANY BEING ALL OF THAT CERTAIN TRACT OR PARCEL OF LAND OUT OF AND A PART OF THE DAVID CURRY SURVEY, ABSTRACT NO. 130, SITUATED IN THE CITY OF ROUND ROCK, WILLIAMSON COUNTY, TEXAS, SAID TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS BEING OUT OF AND A PART OF THAT CERTAIN TRACT OF LAND CONVEYED TO WM ACQUISITIONS, INC. FOUND OF RECORD IN VOLUME 2518, PAGE 008 -015, WILLIAMSON COUNTY, TEXAS DEED RECORDS, SAID TRACT OF LAND BEING 12.980 ACRES OF LAND MORE FULLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS. BEGINNING, at an iron pin found in the north line of said WM ACQUISITIONS tract, being also the south line of Lot I, Block "F ", Crystal Park, a subdivision of record in Cabinet I, Slide 146 -149, Williamson County, Texas Plat Records, also being at the northwest corner of Chapel Hill North Section 3, a subdivision of rccord in Cabinet F, Slide 176 -177, of said Plat Records for the northeast corner POINT OF BEGINNING of the herein described tract. TIIENCE, following the west line of said Chapel Hill Section 3, same being the east line of said WM ACQUISITIONS tract, for the east fine of the herein described tract, SI9 °13'49 "E a distance of 818.25 feet to an iron pin set, for the southeast corner of the herein described tract, THENCE, leaving said line, S70 °52'20 "W, a distance of 704.32 feet to an iron pin set in the east right -of -way line of Greenhill Drive, an existing 60 - foot wide right -of —way, for the southwest corner of the herein described tract. THENCE, following said right-of-way line, same being the west line of said WM ACQUISITIONS tract, the following three (3) courses and distances, numbered 1 through 3. 1. N19 °00'00 "W, a distance of 548.20 feet to an iron pin found at a point of curvature to the right, 2. With a said curve to the right having a radius of 374.80 feet, an arc length of 241.48 feet, and whose chord bears, N00 °32'48 "W, a distance of 237.33 feet to an iron pin found at the point of tangency, and 3. N 17 °54'21 "E, a distance of 56.49 feet to an iron pin found at the southwest corner of said Lot 1, Block "F ", for the northwest corner of the herein described tract, THENCE, following the south line of said Crystal Park, same being the north line of said WM ACQUISTIONS tract, N70 °52'20 "E, a distance of 591.99 feet to the POINT OF BEGINNING containing 12.980 Acres of Land. 1, Thomas J. Dodd, a Registered Professional Land Surveyor, do hereby certify that these field notes represent a survey made on the ground this date under my supervision and that all corners are as shown. Tho - Dode R.P.L.S. . 882 CARLS IGANC t ' 1OERING,INC. 3401 Slaughter Lane W Austin, Texas 7874 (512) 280 -5160 ax: (512)280 -5165 Filename.. 0 'prorfO763'0I Nn .3767 -01512.98.eres. FIELD NOTES Dated, this 4i' day of April, 2000, AD O/ 4p %O r e4 •' • THOMAS J. OODD ? r , ; A: 1 , 1882 + r Boating Brio from deed recorded in Volume 2518. Page 008.015 of the Rd Property Records of Williamson County. Texas EXHIBIT "A" FORM: Commitment for Title Insurance - stewart® -title guaranty company IMPORTANT INFORMATION FOR INFORMATION, OR TO MAKE A COMPLAINT CALL OUR TOLL -FREE TELE- PHONE NUMBER 1- 800. 729 -1902 ALSO YOU MAY CONTACT THE TEXAS DEPARTMENT OF INSURANCE AT 1- 800 -252 -3439 to obtain information on: 1. filing a complaint against an insurance company or agent, 2. whether an insurance company or agent is licensed. 3. complaints received against an insurance company or agent. 4. policyholder rights, and 5. a list of consumer publications and services available through the Department. YOU MAY ALSO WRITE TO THE TEXAS DEPARTMENT OF INSURANCE P.O. BOX 149104 AUSTIN, TEXAS 78714 -9104 FAX NO. (512) 475 -1771 AVISO IMPORTANTE PARA INFORMACION, 0 PARA SOMETER UNA QUEJA LLAME AL NUMERO GRATIS 1 -800- 729 -1902 TAMBIEN PUEDE COMUNICARSE CON EL DEPARTAMENTO DE SEGUROS DE TEXAS AL 1-800-252-3439 para obtener information sabre: 1 Como someter una queia en contra de una compania de seguros o agente de seguros, 2. si una compania de seguros o agente de seguros tiene licercia. 3: quejas recibidas en contra de una compania de seguros o agente de seguros 4 los derechos del asegurado, y 5. una lista de publicaciones y servicios para consumidores disponibles a traves del Departamento. TAMBIEN PUEDE ESCRIBIR AL DEPARTAMENTO DE SEGUROS DE TEXAS P.O. BOX 149104 AUSTIN, TEXAS 78714 -9104 FAX NO. (512) 475 -1771 Stewart title guaranty company TEXAS TITLE INSURANCE INFORMATION Title insurance insures you against loss resulting from certain risks to your title. The Commitment for Title Insurance is the title insurance company's promise to issue the title insurance policy. The commitment is a legal document. You should review it carefully to completely understand it before your closing date. El seguro de titulo le asegura en relation a perdidas resultantes de ciertos riesgos que pueden afectar el titulo de su propiedad. El compromiso para Seguro de Titulo es la promesa de la compania aseguradora de titulos de emitir la poliza de seguro de titulo. El Compromiso es un documento legal. Usted debe leerlo cuidadosamente y entenderlo completamente antes de la fecha para finalizar su transaction. Your commitment for Title Insurance is a legal contract between you and us. The Commitment is not an opinion or report of your title. It is a contract to issue you a policy subject to the Commitment's terms and requirements. Before issuing a Commitment for Title !nsurance (the Commitment) or a Title !nsurance Policy the Policy). the Title Insurance Company the Company) determines wnether the title is Insurable. This determination has already been made. Part of that determination involves the Company's decision to insure the title except for certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment as Exceptions. Other risks are stated in the policy as Exclusions. These risks wit not be covered by the Policy. Another part of the determination involves whether the promise to insure :s conditioned upon certain requirements being met. Schedule C of the Commitment lists these requirements that must be satisfied or the Company will refuse to cover them. You may want to discuss any matters shown in Schedules B and C of the Commitment with an attorney. These matters will affect your :itle and your use of the land. When your Policy is issued. the coverage will be limited by the Policy's Exceptions. Exclusions and Conditions. defined below. - EXCEPTIONS are title risks that a Policy generally covers but does not cover in a particular instance. Exceptions are shown on Schedule B or discussed in Scheduie C of the Commitment. They can also be added if you do not comply with the Conditions section of the Commitment. When the Policy is issued. all Exceptions will be on Schedule B of the Policy. - EXCLUSIONS are title risks that a Policy generally does not cover Exclusions are contained in the Policy but not shown or discussed in the Commitment. CONDITIONS are additional provisions that quality or l ima your coverage. Conditions include your responsibilities and those of the Company. They are contained in the Policy but not shown or discussed in the Commitment. The Policy Conditions are not the same as the Commitment Conditions. You can get a copy of the policy form approved by the State Board of Insurance by calling the Title Insurance Company at 1 -800- 729 -1902 or by calling the title insurance agent that issued the Commitment, The State Board of Insurance may revise the policy form from time to time. You can also get a brochure that explains the policy from the Texas Department of Insurance by calling 1 -800- 252 -3439. Before the Policy is issued. you may request changes in the policy. Some of the changes to consider are: • Request amendment of the 'area and boundary' exception (Schedule 8, paragraph 2), To get this amendment, you must furnish a survey and comply with other requirements of the Company. On the Owner Policy, you must pay an additional premium for the amendment. It the survey is acceptable to the Company and if the Company's other requirements are met, your Policy will insure you against loss because of discrepancies or conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements. The Company may then decide not 10 insure against specific boundary or survey problems by making special exceptions in the Policy. Whether or not you request amendment of the area and boundary" exception, you should determine whether you want to purchase and review a survey if a survey is not being provided to you. - Allow the Company to add an exception to "rights of parties in possession." If you refuse this exception. the Company or the Title insurance agent may inspect the property. The Company may except to and nor insure you against the 09015 of specific persons. such as renters. adverse owners or easement holders who occupy the land. The Company may charee you for :ne irspecaer II you , ,vane :0 'one your own , nscec: :on yce must sign a Waiver of Inspection `erm aro allow :ne Company 10 a00 mrs exception :o dour Pohc✓. The en re uror 'or o ofe ua a 'men o _. •_. 0 °.01 awe 00, .addMonal , _ S bn _ wan' fo nre05e jcsr ocief ace at a _,c ._ :Ina , he C y agrees sod .r. ; creased VaJee Entoorsemem FORM Commrmenr for Title' nsurance Vol 816PAcE 846 THE STATE OF TEXAS COUNTY OF WILLIAMSON KNOW ALL MEN BY THESE PRESENTS: perz - _ion. Definitions RESTRICTIVE COVENANT That the undersigned, the owner of the r property in Williamson. County, Texas, described on .,Exhibit A. attache ; hereto and made a pact hereof for all purposes ( "Property "),„_ a full - and valuable considerationAto it, the receipt and sufficiency of which acknoWledged6 does hereby agree with respect to any lots or tracts iofl land now existing 'or hereafter created out of said Property, that suc , p of the Property shall be held, transferred, sold and conveyed subjJgt Ito the following _, coven- � ants and restrictions, hereby specifying and afire ing' that the provisions 'of this agreement shall constitute covenants to run with the land and 'shall 'be binding upon the undersigned, its successors and''asig,ns, and all subsequent owners of the land, during the dujtion hereof, alnd.. such owners, by accepting deeds to portions of the Property, do ' ch and agree for themselves, their heirs, administrators, successors a r-r,I assigns, to abide by he terms and provisions of this agreement as follows,j.towit: A. Property - The term "Property" shall include all of the ^la'd loc- ated ichin the tracts or parcels of land described on ithelattached Exhibit A: I . • 3. Public Streets - The term "public streets' shall include those de- dicated public streets within the Property that have been accepted by the City of Round Rock. TRED - The term "TRED" shall mean TRED , INC., a Teas Cor- D. Vehicles - The term "vehicles" shall include automobiles, trucks, tractors, trailers and other motor driven vehicles of any type. E. Owner - The term "Owner" shall include' 'arty entity, including a person, a partnership, a corporation or any combination thereof,. or any Federal, state or local governmental entity, now orl; hereafter owning all or any portion of the Property. F. Structure - The term "structure" shall l include any building, sued, outbuilding, accessory building, fence, or a7y ',other improvement'or fzcility constructed on or about the Property. G. Parking Lot - The term "parking lot" s i _ mean an area paved !sith either asphalt paving or concrete and used for the- parking of vehicles. The term shall not include any portion of any public st F ee. 2. Use -The Property and any and; stru tures thereon,, other than portions thereof dedicated as, public streets, TIP be used exclusively for industrial, commercial, manufacturing, warehousi'g,'storage or drstribi -I tion purposes. No part of the Property or structur s hereon shall be arse for residential or habitation purposes. No pant of he iProperty, other E than p thereof dedicated as public streets, shall b I used for any purrose other than those permitted under the zoning designa iori.s "1 -2 Heavy .Indus -I VOL • • trial Distriict" and 'Y -1 Light Industrial District" .of the City - of Round Rock, Texas, as -said districts are designated and defined in the ordinances - - of the City., of Round Rock at the time this instrument is'filed. In the event of fu ture,'chatges in said zoning classifications, such changes shall- not limit the use ' the Property, but »if'additional uses - of the Property may be made pursuant to such•changes, such uses shall be permitted. No part of the Property will be used at any time for the manufacture,' storage or distribution of any products or items which would increase the hazard of fire or explosion or the insurance rates applicable to other struc tures located on or adjacent. to the Property. No use of the Property or any structure thereon shall be made which would constitute a nuisance or cause the emission,of dust, odor, gas, fumes or smoke in excessive amounts which would interfere with the use of the remainder of the Property. No use of the • Property shall be permitted which would violate•any law or ordinance of the United States, the State of Texas, the City of Round Rock, Texas, or the County of Williamson, Texas, so long as said law or- ordinance is applicable to the Property. _ 3. Construction of Structures.- No building or structure shall be erected, permitted or placed on any part of the Property unless the exterior construction thereof is of stone, brick, reinforced concrete, glass, equivalent masonry construction or such combination of these materials as may be ap- proved in advance by TRED. All construction shall conform to the Building Code of the City of Round Rock in effect at the time of the commencement of construction. 4. Observance of Conditions and Easements on Plat -. Owners shall observe and conform to all conditions, setback lines, easements, and other requirements found on any plat or plats of the Property or part thereof as may be hereafter filed of record in the Plat Records of Williamson County, Texas. 5. Building Lines - No structure shall be erected within fifteen (15) feet of any property line of any tract within the Property which abuts a public street or the property line of any other- tract within the Property. TRED shall have the right to waive this requirement by the delivery of a written waiver authorizing construction of a particular structure within said setback lines. 6. Approval of Plans - Prior to the commencement of construction or alteration of any structure or other improvement on the Property, the owner or the party proposing to construct or alter the •structure shall first submit site plans and specifications for the structure to TRED for its approval. The plans and specifications shall be approved by TRED if the plans and specifi- cations show that the structure will meet all requirements of these restric- tions. If TRED has not disapproved said plans and specifications, in writing, within thirty (30) days after receipt of the plans and specifications, such plans and specifications shall be deemed approved by TRED. All structures shall be constructed in accordance with the plans and specifications submitted to•and approved by TRED. TRED shall have the right to assign its- power to approve plans -and specifications. 7. Storage - No materials, inventory, goods in process, semi - manufactured items, finished products, plant equipment, parts, rubbish, waste materials, or other personal property shall be kept, stored, maintained or accumulated on any part of the Property outside of buildings erected thereon, unless prior written approval of TRED has been secured after ade- quate screen planting, fencing, setbacks and compliance with any other con- ditions required by TRED. 8. Parking - Adequate parking lot space shall be provided by the owner of each structure for empld5ees, visitors, customers and tenants. There shall be no public parking on any public street. No vehicle shall be parked on any portion of any public street wing loaded, unloaded or stored. • 9. Signs - Owners shall have the right to erect billboards or other signs so long as s billboards or signs are used to advertise the business r V�L 816PAGE 848 being condo ted on the property. All signs hall l ttache tot# unless prior written :_approval • is •received forlsaid�ign from T IF, withstanding, this provision, for sale" or , "for lease'. signs of a'tempo turd may be erected. anywhere on the Property. 1, • 10. Condition of Property' - The owner of ai r/ portion of the Prop -: erty shall at all times keep said portion and any' and Il structures- thereon` rn : a safe, clean, and presentable: condition and shall c �lnply in ts w all respecith all governmental health, fire and police ., requireinen,ts and ;regulations.'" Owners shall remove, at their own expense, any ub iish or trash of^ any character whatsoever that may accumulate on the roperty owned by them.` - -. In the event an owner fails to comply with any or 041.,0 the above require- ments, then TRED or its successors and assigns sh ll have. the right, privi- lege and license to enter upon such property. and Make any and all correc- tions, improvements or removals. that may be necessary to • meet such stan- dards and to charge such owner the expenses incurred !in ;so doing, . li r 11. Construction - During construction of any approved structure or • improvement on the Property, the owner shall have the right, notwithstanding any provision in these restrictions, to store building 'materials in the - open • and to make such use of the premises, including temporary storage .on or over setback lines and easements, as is necessary 'to facilitate construction, so lona as said use does not interfere with the use being made of adjoining tracts or lots. All construction shall be completed within one (1) year from the date of its commencement. 12. Term of Restrictions - These restrictions shall terminate and be of no further effect at the end of forty (40) years from (the first day!of Nov- ember 1980; provided, however, that at any time within) three (3) years prior tc the expiration of said forty (40) year period, the ll 0 Hers of a majority, in terms of area, of the Property may, by written deal ration signed and ac- knowledged by said owners and recorded in the Deed ;Records of Williamson County, Texas, extend the restrictions contained herein for a period of ten - (10) years from the end of the forty (40) year period. 13. Waiver or Modification - TRED shall hav the right to waive, modify, amend or make exceptions to the restrictions !contained in paraaraphs 3 and 5 hereof, in the event special or unusual circumstances may warrant, the determination of said special or unusual circumstances to be solely within the discretion of TRED or its successors or assigns. Such waiver, modifica- don or exception shall not invalidate these restrictions. TRED shall have no right to waive, modify or amend the restrictions to make- said restrictions more restrictive than those that are provided herein without the prior written consent of the Owners. No waiver, modification, !exception or' amendment shall cause any existing structure to be in violation of these restrictions. Enforcement - TRED, its successors or ass� shall have the e.oclusive right to enforce these 'restrictions for a period of three (3) years rrom the date of recordation hereof. TRED may enforce these restrictions by proceedings at law or in equity or by any other pr method of enforce- ment. After three (3) years from the - date of recording bf these restrictions„ TRED, its successors or assigns or any Owner max'. enforce these festric- tions. These restrictions may be enforced through proc6edings at law or in equity against any person or persons violating or attempting to violate these restrictions in order to prevent such person or persons from so doing or to collect damages for such violation. TRED, its successors• or assigns shall have no liability to the Owners for failing to enforce These restrictions. It is the intent of the undersigned that these restrictions r.re made for the benefit of any and all Owners of the Property. 15. Partial Invalidity - In the event that any of the foregoing cove- nants or restrictions are held invalid or unenforceable by a court af'compet- ant jurisdiction, the validity and enforceability of the other covenants and restrictions contained herein shall not be affected. FFailure to enforce any of the foregoing covenants and restrictions shall neitherrl iconstitute •a- waiver• of • such restrictions, nor affect the validity of any otherf covenant or restriction contained herein. 1. • • vas �Z6PA9E 49 jEXE UTED THIS THE.18th day of November, 198Q. TRED,. INC. THE STATE OF TEXAS § COUNTY OF TRAVIS 8 BEFORE ME, the undersigned authority, on this day personally ap- peared HUGH W. SILBERMAN, President of TRED, INC., a Texas corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of .said corporation, and in the capacity therein stated. GIVEN UNDER MY HAND" AND SEAL OF OFFICE this the 18th day of November, 1980. My 29gnmissi,o expi RWD36 /O NOTA PUBLI in and for Travis County, Texas / 0 /r-5 • Oc rl r. (Name yped or Printed) Silberman, President V2L 8i6PAGE 850 "._.:.'. Field Notes describing a 15 .00 acre - 'tract o4 parcel -of land) the David Curry Survey., Abstract No: 130, s u n W tad iilliams, County, Texas, and also being a portion of 4 a certain 92 85 a tract conveyed to the Brushy Slope - Investme orp.'described in` Deed to said Corporation, recorded in_ -Volum 15779, Page 480 .of the!. Deed Records of Williamson County, Texas, s idI15,00 acre tract b' more fully described by metes and bounds as,toilowst - Beginning at an iron pin found near a fence iFoTner post fdr the N6 east corner hereof, being the Northeast corn rlof. said 92.85 - acre'. tract Thence 5. 19° 13' 30" E., 531.77 feet alongithe East line of said 92.85 acre tract, as fenced, to an iron pin Iset in said line for the Southeast corner hereof; Thence S. 70° 52' 15" W., 697.93 feet to an 'iron pin set for an ell corner hereof; Thence N. 19° 00' W., 111.83 feet to an iron oin set for an elt corner hereof; Thence S. 70° 52' 15" W., 669.35 feet to an 5 5rdn pin set for the Cc_thw,n _ corner hereof; Thence N. 20' 07' 30" W., 420.00 feet to an iron pin set for the Northwest corner hereof being on the North line of said 92,85 acre Tract; 1f Thence 1. 70' 52' 15" E. 1373.45 feet along, said North line, as `anted, to the Point of Beginning of this described tract Contain- • ing ]5.00 acres of land more or less. ( "the,lS; Acre Trant")/. ( TI, • Field doges describing a 26.371 acre tract or•parcel of land,out of the David Curry Survey, Abstract No. 130, situated in Williamson County, Texas, and also being a portion of t!jat certain 92,85 acre - coot conveyed Lo the Brushy Slope Investmenn, Corp. described in a Geed 'to said Corporation recorded in Volume 579 Page '480 of the Deed Pancras of Wi.]liamson County,. Texas, saiId'26.371 acre tract beinc more fully described by metes and bounds os follows: Oo :i ' -g at an iron. pin found near a fence dorner post, for the Scur heart corner hereof, being the Southeast icorner of said 92.85 acre tract and also being in the North line d:36 acre tract conveyed tc tde Baptist General Cony. of Texas, descriibed in a Deed recorded in VoiRme 397, Pace 506 of said Deed Records;) - hence Westerly along the South line of said !92.85 acre tract, as fenced the following four (4) courses: (1) S. 70° 14' 55' W., 299.65 feet to an iron pin found near a fence_ corner past at the Northwest corner. of said 351 acre tract, being the - Northeast corner of a 70 acre tract conveyed Ito %N. P. C. Realty Co. described in a Deed recorded in Volume 679, Pege 234 of said Deed Records; (2) S. 70° 50' 10" W., 313.76 feet •along sai common North and South lines to an iron pin found; (3) 8, 71° 03' W., 313.64 feet along said cottno1 line to an iron pin . round; (4) 5. 71° 13' 45" W., 425.68 feet along sai pin found near a fence corner post for the So Thence N. 20 07 30" W.., 899.94 feet along the Nest line hereof to an iron pin set for the Northwest corner hereof; Thence N. 70 52' 15" E., 669,..35feet to an iron pin set for an ell corner hereof; Thence S. 19 BO" E., 111.83 feet to an iron pin set for an ell corner hereof; - - - Thence N.•70° 52' 15" E., 697.93 feet to an iron pin set in the East line of said 92.85 acre tract for the Northeast corner hereof; Thence S. 19 13' 30" E., 788.17 feet along said East line; as fenced, being the East line hereof, to the Point of Beginning of this herein described tract containing 26.371 acres of land more or less. t ( "the 26.371 Acre Tract "). 1 VCL 816PAGE 852 JOINDER OF LIENHOLDEB1 THE STATE OF TEXAS § I `` COUNTY OF WILLIAMSON § KNOW ALL MEN Y THESE PRESENTS:: THAT The Austin National Bank ("Bank"), the hoer of a cn gin Promissory Note in the original principal sum of $120,0P0. whidh is secured by vendor's lien retained in Deed dated February 9,q 1p78 w itch 'is recorded in Volume 699, Page 745, Deed ,Records of d County, Texas, ", and ed ditional secured by Deed of Trust of even date therwith which is recorded in • Volume 234, Page 572, Deed of Trust Records of,illiemson County, Texas,- far a full valuable consideration hereby consents to th I foregoing Restrictive Covenants executed by TRED, Inc. I' 1 EXECUTED this 18th day of November, 1980. I 1 ii THE AUSTIN NATIONAL BANK I { By Vice President } THE 31 TE OE TEXAS § COLN,TY OF 11`o.y, 5 § BEFORE 1310, the undersigned authority, on this day personally ap - red S-(' Vice Presidents of THE A1STIN N ATIONAL BANK, a national banking association, I known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he ,executed the same fori.th$ purposes and con - sidertion therein expressed, as the act and deed of Said banking association, ar.d in the cape city therein stated. GIVE\ UNDER. I1' HAND AND SEAL OF OFFICE this the 1e' day of •-loverohei, °86. viy ,ommisson RNI D37 B NOTARY PUBLIC ih and for "� 03s31s County, Texas (Name - Typed! or -Printed) THE STATE OF TEXAS 9 COUNTY OF WILLIAMSON § f Mj commission expires: C RWD37C JOINDER OF LIENHOLDER VOL 816AGE853 KNOW ALL MEN BY THESE PRESENTS: THAT Automatic Molded Plastics, Inc., the holder of a certain Promissory Note in the original principal sum of 8114,024.66, executed by Hugh Silberman, Trustee, dated November 18, 1980 payable - to the order of Automatic Molded •Plastics, Inc., which Note is secured by deed of trust lien granted in Deed of Trust of even date therewith from Hugh Silberman, Trustee to Richard C. • Baker, Trustee, which covers the property described in Exhibit A to the foregoing Restrictive Covenants, hereby consents to the Restrictive Covenants. EXECUTED this 18th day of November, 1980. AUTOMATIC MO DED PLASTICS, INC. B`y f >�� gh Silberman resident THE STATE OF TEXAS COUNTY OF TRAVIS BEFORE ME, the undersigned authority, on this day personally ap- peared HUGH SILBERMAN, President of AUTOMATIC MOLDED PLASTICS, INC., a Texas corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that . he executed the same for the purposes and consideration therein expressed, as the act and deed of said corporation, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE phis the /0 day of November, 1930. 5. KO PUBLIC oin and for Travis County, Texas r - - D�Grn (Name Typed or Printed) THE STATE OF TEXAS y County of Williamson R 1, James N. 0oydston, CI €rk of the County Court of said Gauntly, do hereby ccr- firs that the [oregoing instrument in writing, e,rh its tern /L:: to of authentication, was filed for record in my office on , I A.D. 19 8,()' 1 ETO o'clocl: P M., and duly recorded this - the 20th day or Nov. the 21St day of Nov. . A b }g - 8 6 a` 55 . o'clock.,_ M., in the Deed i .Recordr`ors id in voi. 816 pp WITNESS MY HAND and seal of the Count County, at office in Georgetown, Texas,' the date ' last above written.' . -- - - JAMES N. BOYDSTON, CLERK, . County Court, Williamson County; Texas THE STATE OF TEISAS -r COUNTY OF WILL LAMSON V aa 828,,,E 533.. - 616 WAIVER RESTRICTIVE COVENANTS WHEREAS, TRED;. INC., a Texas corporation, 'nay caused certain' - covenagts and re to be placed of record against that certain 26.371 acre tract and •15.00' acre '.ran:; both described ' mare fully in Exh: bit . "8 ", attached hereto and made a par ' for all purposes; and: 61600AS, the parties hereto desire to waive, modify, •amend or make exceptions -to Paragraph 3 of said Restrictions as permitted ?n °aragraph 13 of said Restrictions as said Paragraph 3 pertains td _the `,showing des- cribed property .only and no other property cov eed hy the foregoing restrictions, to -wit:. B.24 acres out of the David Curry- Survey, Abstract" No. 130, in • Williamson County,, -. Texas, and described more fully Exhibit. "3" aLtached hereto and made a part hereof ,. for a'l purproses ( "Property "). NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS THAT: 1. For a wood an9 valuable consieeration, \ receipt of wh ch is _ env tcknnwlelder., - FRED, I30. hereby modifies, amends,.,, ; and_ ma .:'' exc =pli ,1)..h.o the construction requirements in Paragraph 3 of sail Restrir ' ,e Covenants to permit the erection of- a metal 'ndrldinq seventy -five ; ; 7`5W) percent of the front wall of which is covered hy a stone,-, brick „r equivalent masonry veneer. For the rsuses Sereo -, the f - on n wti wa'.l shall be the one 'ch faces Texas Av en_i e. The ,''-.trop he b.y TREO, INC. shall not be construed (al A Waiver 4f 1611, INT.'S right to ap)-o•,0 t "ke pions and specifications - p any structure hereafter con- structed on .toe property; or (b) Tne 'aa'ver of any other provisions of -aid restric +'ions including any otner"- provislons of said Paragraph 3. OMTE0 Lhis the - day of November, A.O., 1980. AC0.0 AND APPROVED: TRED, INC. 3 0 . ._ — -� = � - i ,/ 1100 W. h"ILBETOIAN, President PAUL 60'N, Trustee. of the • ,10HN P. 0008I 700100 TRUST, Owner SOHN '388308E, Owner L FRAM(, Owner t ` VOL' 828,,BE 634 THEm -STATE DE &EY.5& INDIANA EOUNTY OF ST, TOSEPH BEFORE ME, the undersigned authority, on thistday personally appeared Hu h W. Silberman of SIRED, INC. -;-a corporation, known to me to! e the person.whose name is subscribed to the „foregoing instrument and acknowledged to me that he _ • exec tetd the same for the purposes and consideration therein. expr ssitd, in the capacity therein stated, and as the act. and- deed bf said corporation. GIVEN, TINDER MY HAND AND•SEAlb OF OFFICE on this the 4e, a day of November, A.9., 1980. • J"7 �y s -E A L ,�a -e.e> a.---171 TY - My Commission Expires: Grace A. Tetzlalf ' Public - November 22 1984 St Toseoh County, Y%00 Indiana THE STATE OF TEXAS COUNTY OF i �-� ,u _•- _ cam/ 9£FiORE ME, the undersigned authority, on this day_, Personally appeared PAUL a. GODWIN, known to me be the person whose name is suhscribed to the foregoing instrument, and acknowledged to me'that he executed the same for the purposes and cons therein expressed, and in the capacity therein stated. G I V E N U N D E R MY NAND A N D , SEAL O F . O F F I C E . o n t h i s the / . . . 5 . 2 7 . ' d a y a F 1 c ,. -- m r , 5 . 0 . , 18`$8 . • - SEAL My Cr,nmi0 on Expires_ — ad d Notary Public. - •�Ctc ✓_tic - County; Texas SHE STATE OF TEXAS COUNTY .. - BEFORE M!- the undersigned authority, on this day personally appeared JOHN HA8DAGE, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowlec9ed to me that he executed the same for the purposes and s onsideration therein expressed, and in the capacity therein' - tated. GIVEN NNDER MY HAND AND SEAL OF OFFICE on this the -Z� slay 0f 9a- ban, 4f,., 1-948-0.42l,' 1 /. ''✓ .:oanissian Expires: / ', Notary Public THE STATE OF TEXAS 0 fl19TY OF BEFORE ME, the undersigned authority, - on his day_ oersorally appeared RILL FRANK, known to me to be the person whose name is subscribed to the Foregoing instrument, and acknowledged to we that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the J./ day of Nh;vreob-e r, A. D., 19-84.1. 5 J✓ S E A L My Commission Expires: - County, Texas Notary Public -- - Field Notes describing a 15.00 a e tract or ce_1 of land but of the David Curry Survey, .Abstract No. -130, situated' ir2'Wil'liarnson 'County, Texa_, and also being rtion of that 'certain 92.85 acre" tract conveyed to the Brushy Slope In Corp. described in.a Deed to said .:ocl . i � - orded in volume 579', Page =480 o,P" the; Deed Records of W_lliansonCounty, Texas, said 15.00 acre tract being more fully deser.i lceI try metes and bonds. as follows_ Seginn_ng 048 e - n pin found r fence corner post . for tbe North- ., corner hereof, bring the Northeast coiner of said 92.85 -acne tract; 27 e S. 19° 30" E., 531.77 feet along the East line of said 92.85 acre tract, as fenced, to an iron pin se: in, sa3d line for the Southeast corner hereof ;. Thence S. 70' 52' _;' W1, 697.93• feet to an iron pin set for an eL corner hereof; Thence N. 19 DD' 'n 2]1.87 feet to an iron pin set for an ell corner hereof, Thence S. 70 52' 15" W., 669.35 f Pet to an iron pin set for the Southwest corner hereof; - - ;hence N. 20° 07' 30" I4._, 420.10 feet r to a_ - n set for the Nor`h..esc corner. hereof being on the North line of said 92.85 acre t, act; The-.ce N. 70° 57' 15 "// , 1373.45 feet along said North line, as fenced, to the Point 5-0 3eginninp of this de cribed.tract contain- _ 15.00 ern of land more or ipss. ( " the y 15 .Acre - Tract "). . i d (rotes de= cr-bing a 2 6 . 3 7 1 acre toned or 7,. e1 of land out df the David Curry - rvcy, Abstract No. '130, ,at.:d in Williamson - Co r _ being portion of that cocain 92,85 acre my , Texas, and also tr.,ct conveyed to the Brushy Slope Investment Corp. de ibed in -a Dead to said ^ tion recorded in Volume 579, Pacc400 of the Deed Accords of Willie -:'6 r, County, Texas, said 25.371 acre tract being more fn:ly 3m scribed by metes and bounds as follows: • Ecginnlng at an - f. {,ound ea a fence corner post, `or4the ., u _. asc corner c 1� being the Southeast corner of said 0 acre trace and also being the North ne- a 36 acre tract conveyed to the Baptist Gencrml Cony. of Texas, described in a Deed recorded in Vclrme ''97, Paq= 516 of said need Records; Thence, '.'•este -rly along the South line of said 92.05 acre tract; as fenced pe 'ollowinc, four .(4) courses. (1) 1. 70 14' W., 299.65 feet to an iron pin found near a. nee comner p ost a the ores corner 36 acre tract, being the � r Northwest t rner of. ., s Northeast corner of a 70 acre tract conveyed to N, P. C. Realty Co. described in a Deed recorded in Volume 679, Fag 234 of said Deed Records: (2) S. 70° 50' 10" W., 313.76 feet along said common North and South lines to an iron pin found; (3) 5. 71' 03' W., 313.64 feet along said common line to an iron pin found; . (4) S. 71' 13'45" W., 425.68 feet along said coirmon line to an iron pin found near r7 fence corner post_ for the Southwest corner hereof;"' FEIlI3IT "A" VOL 828)80.t 6 of e a being. . re n - c'f eyed ded Thence 11.'120° 133.' 30" {., .095%4 feet'a l - - ong the l•7e line he cof ' *e•'' • an iron " girt set or: the :. t:i,est corner hereof; ' Thence N.. 7C °. 52' 1_5" E., 66D,25feet - an. iron pin set - for ell corner hereof; - • Thence 5.' 197 OD" E., 111.83 feet'to an 'ir n pie s " et for - ,n ell corner hereof; - - Thence N. 70° 52' 15" E., 697 - 93 feet to an iron pin set in the East line of said 92.85•_ acre tract for the Northeast corner hereof;' - Thence 5. 19° 13' 30' E., 788.17 feet along .said East.line, a -- fenced, being the East line hereof - , to the Po.i.nt of Begi of this herein descrihed tract Containing 26.371 acres of land more or less. ( "the 26.371 Acre Tract "). as iron - •of; .-5X1(I13'..T.,, . Sheet T of' v t 8284244 637 Field Notes describing - a 3.24 acre tract or parcel of land out of the David Curry Survey, Abstract No. 130, situated in Williamson County and also rrig a portion of that certain 26.371 acre tract conveyed to Hush (7ilbor:nan acting hereon by and - for . the Texas Real Estate Development. by deed recorded if; volume 699., Page 745 of - the Decd 8ecor of Williamson County,, m xas, aid.3.24 acre tract being - more Bally described by metes and.bounds as 'oliows Beginning fo4 Reference at the Southeast corner of the David Curry • Survey, Abstract No. 130, as r_sta blrahed and shown an a Plat 'of Record • of Ctesz Park n Two, recorded- recorded- _. i ,o_..ne 9,_ Page 33, of the Plat Records of s._did County; Thence 57_`00'W„ 3,164.0 feet; N16 °48'10 '1:', 1,32'-73 feet) S70 °50'10 "W,,: 313 -76 feet; `71 "03'0, 15'.61 feet ro an _.-0:: oin found in othe North- - east corner o f.ot. O'or_k 3, Grc '1 Section 'Three, - "ubdivi- a � nun_ eiyn recorded' - Cabinet D Slide 1'' -1 -,12 0_ the - Records o-.. said - - '1 ?lam ' Co.:nrv, for the 'TRIM POINT of BEG =NN :NG and the Southeast corner of the here2n described tract.; - - 2810401 along the North -- line of said Greenhill Section. Three, the South Tine hereof, tile - following two (2) courses: 1) 871'03-'w,_ \160.83 feet to a o _ i found; 2) 571 °'_3'45 "W, 4.25.V feet to ,60 ire n found atSoutheast corner of Round Rock North.• - Indu'Ln.31 8o siness PaoK Section Four, .a .subdivision recorded in Cabinet D,•Slide 115 of-the Plat Records of said Connt }', for the - - SoulF. :est coiner hereof; TH0 = cLionG, the East line of said Round Rock North Industrial Business tion Four, also being the West line hereof, 1.20°07'30 'We 238.80 feet to an iron pin found in the South right - of -way - line cf 7;>:a_ Avenue, said -iron min being the Northeas t'};corner of said Round Pock Horth Industrial Business Sark Section Four., also being the South=east corer ot Round Rock North Industrial Bussiness'. Park Section Th- a Right-of-Way Plat recorded in Cabinet D, Slide' }} e e, Right-of-Way 86 -87 of - the P1 Records of said County, also being the Southwest co --.or of Chandler Creetc.Industrial Park Section One, a Right -of- Way flat recorded in.Cabinef 3, Slide 80 -85 0. Lh e Plat Records of said OccAnty, au.. nl the Norch cone', hereof; lorig And A. iih Cnr= South line of Texas avenue, also being L. _ line ei Ch3ndlor Creek lulustrial Par. Section One herth lige hialanf, N70"51'50"E, 146t14 Beet to 'an set at the r t of CUrvature of a _,, h Y TIEINOD a)chg La the ',.l'. having elements uf 1 ]'._. 06'10 liQ 9 = 1.00 feet, tangent = 15.04 feet, A arc 3.6 . - I . r - 1,4 rnI d_chore 564'00'05 21.24 feet to an r..,n pin _ al [ rho P:>int of Tangency. • laIDER7':0, .?6.16 . , the East' line her'Of, Loo the 'TRUE. Po1N'^ CF_!. 1'1N 1;J of )( herein described tract conta_ning 3 -24 acre_, of lucid 'mac .,r ices. I, .'1,' _,,,D I;uli..,:,n, .EGILSO,33ED PROFESSIONAL ENGINEER, do hereby . P. cGifify 'h ac. 5,,10 notes and attached 0..etch. oceurately reoresent tBe i - .u1i _- of an on-fhc-ground survey made under my direction. and sumeivCrion on 11, 7th day'of august, ±970.- All corners located are _, n shown. Theo- _, _ no encroachments, conflicts ur protrusions- . pa gpa runt on - I he < gun _, , sc c , 5t as • s-.oun . ((008IE 5 .'ia1.1. 158, INC. Date 0, Steven D.- Hallman, Professional. Engineer No.•407 6 - - 76 /6./ l� .•,i re x�a AV E/ V I- 1 E A/ °5 /'5o "E S71 ° 13'45 ° V / 324 Ace d 2S. GS 576.14' 564 ° 0405 E C. 2/.24' 23.6,0 T = 15.04' N3, � R. /5.0o' d • 9O °Od /O" 6\0 S ° 03'W v /6.0.33' zo 1 0 Po,mr FOR RE A - EREr /CE• `' Sorr-.vcasY- CoR,ER OF 7 QgVID CURRY SuP ✓EY_ r TIIE: STATE OF TEXAS - VC - 82 PI•GE ll 9 • County of Williq } ' 1, James N . Boyiision, Clerk or tile County Court of Said y ddd o iereby cer - lify that the forcgoieg instr4cto in ecreing. with - Teak of:authentication. woo filed for rc d in Cny office ari'i t h e 11th d•t, o f Mai'. A t o B 1 , as 8 : 0 0 . o cock A_ M., and duly recorded this the 11th d :ISof Mar. - _ A .D - I9 0-1 , ,u 10:55 •dock A• M. y mme Deed • Recnrhknf County, In Vol. 828 pp 633 ox TVl:ti.ti It II,rnd seal of Il,c C'nu [ rl of s:i'rf County a nff GcorSero T z, die_ date JAMES N- BO DSTON CLrRX.. ,, --,s(2�( ./ _DCpuu Coui y Conn. wiularnson Cnnnty. ?ca?s CZ MODIFICATION OF RESTRICTIVE COVENANTS 3S122 THE STATE OF TEXAS 0 5 KNOW ALL 3Y THESE PRESENTS THAT COUNTY OF WILLIAMSON 5 r WHEREAS, the real property described in Exhibit A is subject to those certain restrictive covenants dated November 18, 1980, filed by TRED, Inc., recorded at Volume 816, Page 856 of the Deed - Records of Williamson County, Texas (the "Restrictive Covenants "); and WHEREAS, Tom E. Nelson, Jr., Trustee and Thomas P. Francis, Trustee now own the real property described in Exhibit 8; and WHEREAS, Brushy Slope Investment Corporation, a Texas corporation, now owns the real property described in Exhibit C; and WHEREAS, Paul D. Godwin, Trustee of the John P. Godwin Family Trust, John Hardage and Bill Frank now own the real property described in Exhibit D; and WHEREAS, Peter Builara now owns the real property described in Exhibit E; and WHEREAS, the real property described in Exhibits B and C is now encumbered by certain liens securing promissory notes held by Hugh W. Silberman and LaVon D. Silberman, Trustee under the Irrevocable Trusts for each of Ursula A. Silberman, Angela R. Silberman and Heather M. Silberman, the holders of Such encumbrance also being the successors in interest to the assets of TRED, Inc.; and WHEREAS, the tracts of real property described in Exhibits B, C, D and E constitute, in the aggregate, all of the real property described r n Exhibit A and all of the real property which is subject to the Restrective Covenants, and the parties hereto constitute all of the current owners of such real property and all of the current holders of any indebtedness with respect thereto; WHEREAS, the parties hereto desire to amend the Restrictive Covenants to substitute Brushy Slope Investment Corporation for TRED, Inc.; OFMCfAD RECORDS Wu_Liwmsory COUNT' roc.n TH NOW, THEREFORE, for and in consideration of the premises, the mutual agreement contained herein, and other good and valuable- consideration the receipt and sufficiency of which are acknowledged by each party hereto, it is agreed that the Restrictive Covenants are hereby amended to substitute "Brushy Slope. Investment Corporation" for "TRED, Inc." or "TRED" wherever' the same may appear in said Restrictive Covenants, it being the intent hereof ,that Brushy Slope Investment Corporation be..vested. with all of the rights, obligations and duties of TRED,. Inc. under said Restrictive Covenants. Except a s set forth herein, the Restrictive Covenants snail remain in full force and •effect. EXECUTED on the the last date so execu Address: 800 Norwood Tower 1411 West Seventh Street Austin, Texas 78701, t ""Date of Execution: 19 of Execution: , 1984 Date of Execution: ` 7.02 /k , 1984 Date of Execurion: 1„1, 9 , 1984 Dat of Execution: I� . jam , 1984 . Da t e of Execution 1415 - 5e 7 tel set forth below, to be effective on td BRUSHY SLOPE INVESTMENT CORPORATION 3 � t To t: lsorF l Jr., President � %�-- S er � �Ru'gh m4 5_iberRn /, LaTon 0- Silberman, Trustee under the Irrevocable Trusts for each of Ursula A. Silberman, Angela R. Silberman and Heather M. Silberman E. elstee f Q, 1984 Paul D. Godwin, Trustee of the John P. Godwin Family Trust 1 4:15 , , 5 08 Date a Exec tlon 1984 Date. of Execution: , 1984 1? STATE OF INDIANA 5 COUNTY OF ST. JOSEPH 5 doh. - �c2w This instrument was acknowledged, sworn to and subscribed before me on the 16th day of July 1984 by Hugh W. Silberman. Notary Pub10, State of ' Indiana Carol Rybak, 863822 (Name - Typed or Pointed) March 18, 1985 Date Commission Expires STATE OF INDIANA COUNTY OF ST. S05=8 This instrum was acknowledged, sworn to and subscribed before me on the 16th day of July 1984 by Labors D. Silberman, Trustee under the Irrevocable Trusts for each of Ursula A. Silberman, Angela R. Silberman and Heather M. Silberman. i otary Pub c. Stale of 'i 90Sd [nag ra Carol Rybak, 463822 (Name - Typed or Printed) Nash 18, 1585 Date Commission Expires STAT "OF ...-o/ 5 •.'.COUNTY OF - - F 5 i This'in krument a//s acknowledged, s- to and subscribed before - ' m?. on ''the jyAL day of ' 1984 by Tom E, Nelson,: Jt., Trustee. Notary P.i:blic, Su of eras (Name - Typed or Printed) °7- a /- Date Commission Expires , 14 10' STATE OF ( Ava.,0) 5 • 'COUNTY OF 01.0, 5 This instrument was ac knowl god. sworn to and subscribed before me on the / /-- day of 1994 by Thomas P. Frang Trustee. 1 Notary rublic, State of Texas /d-in ) / n ( - Typed or Printed) 3 •1G frR Date Commission Expires STATE OF r ili> 5 COUNTY OFF�z This instrument was acknoc -edged sworn to and subscribed before me on the day of 'J,�k�� 1984 by Paul D. Godwin,. Trustee of the John P. Godw a Farr ly Trust. Notary Public, State of Texas �I /a /- (Name - Typed or Printed) S -cL Date Commission Expires ,:STATE OF • COUNTY 0 , .STATE Ok' Nw/ih 5 5 nC wa5 ack day of edged, sworn to and subscribed 1984 by John Hardage. tary Public, State of Texas 2i eia //L9- Af (Name - Typed or Printed) �D Date Commission Expires COUNTY 0F2 &A,, i dM r 5 This instrussnt//was acknn ledged, sworn to and subscribed before' me on the 1 1 4 ray of i , 1984 by Bill Frank. Notary Public, State of Texas ,q (Name — :Typed or Printed) Date Commission expires 6 Carol Ryhak, !63822 (Name - Typed or Printed) March•18, 1985 Date Commission Expires STATE OF INDIANA • COUNTY OF ST. JOSEPH This instrument was acknowledged, before me on the 16th day of July STATE OF INDIANA COUNTY OF ST_ JOSEPH 35935 S sworn'to and subscribed 1984 by Hugh W. Silberman, Notary Pub' c, State of +9S Indiana This instrument was acknowledged, sworn so and subscribed before me on the 16th day of July 1984 by LaVon D. Silberman. Carol Rybak 963822 (Name - Typed or Printed) Notary Pubide, State of T72DETLc Indiana March 18, 1985 Date Commission Expires 7 STATF•,OF TEXAS COUNTY OF LIILLIAMSIN his instrument was iacknowledged, crn to and sub ibe before T 55 on the 23rd day loE Ja y sw 1984 b Pet °r u era 35935 If Notary Public, State of Texas Bess Behrens (Name - Typed or Printed) 5/14/85 Date Commission 1:xpires (Name - Typed or Print Date Commission Expires ;: 15P.h_513 COUNTY This inst .••rent was' acknowledged, sworn to and subscribed before me an the day of , 1984 by • „„114.15 THE STATE OF -,_) y • COUNTY OF S � __ ' This ins_ meat was acknowled °d, sworn to and subscribed 'jy,C. day of 1904 by Ton E. Nelson me on the S1 Irvestmenc Corporation, a Nelson, J poC Preside t of if of p Texas corporation, or. behalf of sucn. corporation. Notary Huplio, State of Texas ;lame - Typed or Printed Date Commission Expires All of the property located in Wil'_iansor. County, Texas, described in Exhibits B, C, - - n & F- EXHIBIT A FIELD 'NOTES FOR A 21.366 AC47 - TRACT 1HRE FIELD NOTES describing a 21.306 a 0 l e tract r petrel of and out of cue David ey, Curry Su , Abstract t o. 103, s1tu ted o he Ciry oi Round Rack, 4illia` sun County, Te , being a n a portio of 15.00 ac s [rest and 26.371 - t t conveyed [o TRED, Inc , by deed recorded In Vnlu,v0 RIC, 0 P0'- ofe 1,,' Records of said Cou.cy, being o: .0 7001ula a - describe. - , _. nd LousAs as follows BEGINNING. a[ an iron n found 1n the o n line of Lot 28, Block - H11l North. $ectlon One, as show-. on a Plat of Record 1n Cabinet S1'1de 1, , the Plat Records of said County, being [he 00o050as[ corner and R.7. Aeginntng of the herelnaf ter described 21.36o act , THENCE along the division line . between ssaid 0011 : O n c the as c c s`d 24.00 6 . • A S70 ° 1 0 'W, 299.74 feet co n iron 010 fo bei t . 0100 of ?e ord in ' Si -, 27, Block; "", Greenhill Section Three, a g D, Slide 111 -112, o1 the Plat Records of said County, being the n, esc r,rn.r of Lot 25,' Block F, of said Section Ore, being an angle point '.ter_. , THENCE along the n rth line of Lots 27 through 31, Block of ..s0,3 Section Three, bel'ng the south 11ne hereof, t'he 101140ing two (2) course.,. 1. 570 ° 49'15 "W, 313.79 feet to an iron pin found, being an angle point hereof; 2- .571 °01`40 "W, 92.93 feet t n iron pin found im [he east right -of -way 'line of Greenhill Drive, a ixty (60') foot w ri g'n; -of -way, 6eing ∎the 000040t corner or said Loc 31, being the southwest corne hereof; THENCE along the v -t line hereof, N19 "00'!.', 903. feet pass _he n ..east corner of said Greenhill Drive, and continue a distance o. 419.96 feet, f al'. being a t otal distance of 1323.20 feet t L iron pin s 1 fn the fenced o uth 11ne of a•71.838 ac [ L n co veyed to Tho xs . Fran .. o Trustee a Nelson, der., by decd r orded in voluoe 722, Page _ 0, of so e ld Deed Record being the north line of said 15.00 act , berg the northwest c .r hereof; THENCE along the fenced division 11ne between said 71.638 acres and said acres, being the n o r h line hereof, N70'52'20-1, 701 1000 • n o n nor , Teas: found, being the northeast corner of said 15.00 a g r corner hereof; THENCE nlang 000 fenced east line of said 15.00 ar r s and d 6 ' Y hGl 0 00, being the east 1100 hereof, 519'13'30'°, 1 319.83 ` et n t P 0I4 20 or 930,719 s.. -- [he herein described [roc[ of 1and containing 2 _1.306 acre of feet of land_ 1, Steven D. Hallman, a R7CIS0001D PUBLIC SIIRV1Yt10, du hereby 0000_ v that these an field notes nu at ta m e de d under ay accuraceli c_i l represec: the caper ' r -[h nd su v1Y the 0 � day of m 4,4r, 198 a au ei show . The no encron hments, o s • o r pro .plot us_ons apparent on the s ground n 000070 a shown. nillcc c dAYY1E 1 EALLN4N, INC. EXHIBIT C "' 4 - FIELD NOTES FOR A 14.137 AC. "1.40, ONE FIELD NOTES describing a 14.132 acre tract or parcel of land out sf , i „ Curry Survey, Abstract No. 103, situated fn the City of Round Rock, '�'i�litnr:.:.:;:, 'County, Texan, being a portion of a 15.00 a tract t and a 26.171 . veyed to TROD, Inc., by deed recorded 1n'Vo be by , 0. of Sthe Dar Records of said County, being wore particu Larl'7 fo11ow9: • REGIN0iI00 as n Iron pin found In the north, right -of - way 11 ne of Tr-..:, 1•_ . sixty (60') foot wide right - of - way, 'being the sou theast cone r of tha 11.303 acr e s conveyed e [he Texas Power and Light Company by deed r_ ` ._ -I 00111111e 701, .. Page 154, of said Deed Records, being 5 - outhwest c. _ 1, 1 ". OF BEGINNING of the hereinafter described 14.132 : ..tes THENCE along 0 6 0 0 0 0 0 line of Said 13.303 acres, . being thn we line of 26.371 acres end the u t line of said 15.00 acr , being The west line h_r : , found In 41, fenced south line � ' thac c e 0 1021.99 feet to e 4 d Soon pin e u certain g a adcr re J 1 Volume Volum d to Thomas P. Francis, rut e and .n, d. Jr., by deeeed d re 0 re cotde de 921, Page 188, of said Deed n Records, f .: northwest corner of raid 15.00 acres, being [he n n rthwe.4 c _ - the - fenced .00 line of said 71.830 acres, x.70'52'20 .1 =.'•, ft THENCE t along fee[ to an it onl pin sec, be ini; the northeast corner hereof; , THENCE S19 ° 00'E, 419.46 feet pass an iron pin set 00 the mo:0 . north o v northwest corner of Greenhill Or e sixty (00') .o wide r i g ht-6[9,a, wa aL continue a dlsrancel 5'86. feet, 1n all being a total d[scance _ 1,t0o.". .. feet to an iron pin. being a Point of urvature hereof; THENCE. along the arc n 61 a curve to the right having elements of delt 89 ° 52' &1 ", radius = 15.00 feet, arc ° 23.52 feet, tangent ^ 21.19 r bearing and chord - 525 °1T5b'W, 21.19 feet to .t Iron pin found In said nor,d right -of - Way line, being, a Point of Tangency hereof; THENCE along sold north right -of - way line, or_ns the .o, 1,ne , i S70S70 577.54 feet, to the POINT OF 1oGIV.'1 =0C o e here In Heda . J`U trtcl land containing 14.132 acres or 015,504 square `_et of land. I, Steven D. ICallman, doi hereby certify that these field note= and _,oath. O.', repress c the o results PJ a n 0 - the 5round survey ado ,n."'n c direction rely and rvis on the day 06of 1'/ N , 1 994 .Al'_ , - - ocated a shown T)iere ne no encroachments, conflicts a, pral0:s..n s apparent on the ground c7cep5 as shown. gAYNIF S II_ALLvAN, INC. STEVEN D. NALLAAN 5 ,- Steven D. Kansan, R.F.S. No. 33J% "fin LS FCR 0-5 ,CP.= - = - 21CT :PIED describ:ng . acre t.,a2r or parcel of oat ,,t ,:orry Survey, Absaract ,o. sL:aated in Ci:y of P.o._.== ,IU:a==o= COURCy, Texas, being a por,lon of Lerza:n a=ros c=p,veyec zo by , deed recorded County, beiug aore partLc=1 een=rf BEGENNING FOR R.F_FE=F,C.a a: a, :ron din f,..na In cr.e feoced 11=, P.: , 71,128 .cre [roc= conveyea to 7no=as ?. Franais Trustee a,d Tom by - deed recozded , olo=e 922, ?age 188, of said Deed Reeoras, nortnem corner of a 13.301 acre ===v,ped Texaa Pcraer Coupa=1 by deed recc roed in - ."0 - 1=ae 77, Page 15' of saId ,eed R,C07,.5 nor:hues, coraer of sa,:d acrea; chen alo,g fe=ced sov:= 1:7,e of sal:: 71.a3 acreo beIng the nor: ii=e of salt 1).7, acres , .77' , T:2' - i0 E 6'' J to an iron■pin set, befag ace =ort,es, corner- anc POINT CF nereinatmer descri=ea .3-57= acre, c6nclnue alo2E safJ e :!=e hepp,, nENCE depar,ing ace ie=ce line in di:ecticn, hereof, 519700 :15.9= fee: [o Iron DiT1 sea, bel= Ene ao,, n=7,,pr:. nor,heas[ cornper of Green=fli Dr a six[y [he soarheasc cor=er hereof; • TECF, along the norah lin, of 5,12 reen..1 beIng a =,- li.DC beiog rhe s===, 1:ne hereof, 57.3'5.2': , 0 a, Irar sec, bei,g the uaut port,e=1./ hor,, ,orae, of saiP Gee,.:! DrLe=, scutiwest corner hereof; T=ENCE ;19 41b.9 f,c, zne ,ract of land co:: 0.57= acre or 25,199, soTuare fee: or: lan, ar,. field no,es• and at[a,heo plat 005ora[=1, repres,nc ch, resol[a c=the—ground sr y aace un. ay dIree:iea a== su?er on ch, ,f 195a. Ali C077,75 locaced are a: 50w7.. Te7, encroacacs, [an.711c,s or -s a,paren, a, ,he ground exacp: a, ,E5Y51= a EN HI BIT PAGE _1 OF I 6TR'fIl O.. kkilman EXHIBIT PAGE .J__ OF L°�'° F 4076 0 r' S- 7- -l6 9n 5 ExxISIT D ryeld Notes describing a 3.24 acre r 0 act r parcel of land coat c. ,the David Curry Srr'vey, AbstractNo. 130, s :LuntOd an Eilii.i Count } and also lacing a portion of that certain acre trptt conveyed to Hugh Silherrnan acting hereon by ay5 for I 'I'- Estate Development by deed recorded in vol.'. 699, :'aqa 745 of Lr.c Deed Pec'o.rds of w_,11iam50n County Texas, 'old 3.21 acre bob,I ,� ,yre fully described by metes and bounds as follows f the 5.. LI !: o 1 0 Ca G yl4, .. o ep o� 1c a a Flat Sur Abstract Section ' 130, ° est 1 tion Two, recorded in 6 1 5 i. 1 ,. E Dos. Pam)) Sc �� lome, 9, Pay_ 38, _ 1. Records. of said County; Thence 971 °00'14, 3,264.0 feet. 1116 7 18'11 "l 1,363.73 feet; - , 5.'10', 3 1 3 . 7 6 0,056 5 7 1 ° 0 3 ' 1 4 , 1 5 2 . 8 1 feet to do i n pin found in the i. ll. past corder of.5ot 1, 91ock 5, Greenhill Section Tnree, a o aba r :- et:on r4001,ied,in Cabinet D Slide 117 -117 of the Plat Record= of ,,. County, for the TP0E i'OINT OE' 59GI1111.NIG and the Southeast cornea Lhe herein described tract; ('11LNCE 21ong Lhe 001 line of said Greenhill Section 3'1,100, south line hereof, the following too 12i-cou-000 S71303IE, 160.83 feet to an iron pin found, 2) 171 5 13'45 2 w, 425.68 feel. to an iron pin found at the Southeast corner of Pound Rock North 1,,dusLrial 6usillress Park Section lour, a subdivision rec o 0,,13 An Cabinet 0, Slid2 105 of the Plat Records of said County, for the _Southwest corner hereof; TIIENC' along the last lane o_ a i d Round Roc1: North Industrial p ss Park Section Four, also being the ticst 1100 hereof, 1420 °07'30'39, 2313.00 feet Lo an iron pin found an the South ,i'?ht of - 'us line of Texas Avenue, said iron pin bang the 9013,,east corn,: of said Round Rock North Industrial 3usiness Park Section Four, also being'lhe Southeast c o rner of Round Rock North Industrial P, =lines= Park Section 'Three, a Right of - 1?ay Plat recorded in Cabinet D, Slade 8C, -07, of the Plat Records of said County, also being the Soutl,'est r of Chandler Creek Industrial Park Section Cne, a Right - of - .225 Plat_ recorded in Cabinet D, Slide 84 -05 of the Plat Records of said County, and also being the Northwest corner hereof, THENCE along and with the south line of Texas Avenue, also being the South line of 'aid Chandler Creek Industrial Park Section fane and the North 1000 Oereof, N30 "E, 576.14 feet to an iron pin set at the Point of Curvature of a curve THENCE ,along the a :'c of a curve to the Southeast having elements of dolta = 90 ", radius = 15.00 feet, tangent = 15.01 feet, ,, e = 23.10 feet, chord bearing and chord = S64 °04'05"` -, 21.200 feat to an iron pin set at the Point of Tangency. 7'lEl4CE!519' 500 "E, 226.16 along the East line hereof, to the TS4E P01NT OF 13ECIIINING of this herein described tract containing 3,24 acres of land mere or less. Steven n. Iiallnl]n, A REGISTERED PROFESSIONAL ENGINEER, do hereby certify that 'these field notes and attached sketch accurate'}' represent the results of an 9n the-ground survey made under my direction and n i ison on the 7th day of August, 1978. All corners located are as shown. There 4 o t e no enc00005ments,'c nilicts or protrusions relit on the ground, except as shown. 11009IE b KALLNAN, INC. ...... Steven D l.allman, Professional Engineer No. 40762 i1- EXHIBIT E 1415 521 F . Lots One, Two, Three, Four anr7' Five of The Resubdivisi,on of Chandler Creek industrial Perk -- Section TT, in the City of Round Rock, Williamson County, Texas, according to the nap ox plat of record at Cabinet , Slirl e 247, Deed Records of Willl iamson County, Texas. 54545 STATE OF TEXAS COUNTY OF WILLIAMSON I hereby certify that this:lnsteument was FILED en the date and at the time stamped hereon by me: and was duly RECORDED, in the Volume and Page of the named RECORDS of Williamson County, Texas, as stamped hereon by isle, on SEP 5 le COUNTY CLERK WILLIAMSON COUNTY. TEXAS 0000 S OF TERAS � - - KNOW ALL 0100 0? 01005E 910000000: . ' COUNTY OF WILlIAM50N 3�r2.�d �i - I - That TOm E: Nelson, Sr. & T6onaE P. Francis, Trustees here inef ter r erred to Gram or, far and - r s_dereti0 of the Rum of Oee'Dollar ($1.'00)' cash in hand to Grantor paid by the City of Round Rock, x ann ±e0pJ. corporation, the receipt of which is hereby acknowledged, and the further sideration the benefits to be derived by Grantor from the public ' utilities through the premises hereinafter described, has this day Granted and conveyed, and by these presentu does Iran I and Convey unto the City, of. Round Rock, 1aea, an ent t e add erpetually m a :public utilities in, npon and across the following8.oeribed land, [o -win= _ All twat certain tract, piece or parcel of lav lying and being situated in the County of Wifiameoe. State of Y Texas, e.s described in E011I1I? "A attached hereto and - Bade o part hereof for all purpoeen, to which r - c - e is here made form e particular description c said 'property: ill Il TO 00000 AMID TO 10010 the 5000 perpetually to th'e City of Round Rock, Texas; and ±00 aueeaesoea anyl aasigne. together wr h rho right and privi1ge at any and - all tiaea00 enter said preoiaea, 00 any part 010:015, for the purpose o£ coos trueting and maintaining said pub? _e ur'ili ids and fer malting cdnnect3.o90 therewith; 101 upon the condition that the City of Pound Rock, Texeo, will at all times after doing work in on ection i. rt the c nstrrctico repair 00 a aid public utilities restore the aurface bf aid premises to r Ole "eonditio0. which the same was found before such work: wa., eedez_aken. � CllTED in W�iemson ( Count Texas, on th_s tle day of � ,�� 1985,0.0. ' -c,LJ • ' TN omaa P,,Fran /T0eotee Tom E. Nef on, .Jr FAEE1NT THE STATE OP TEXAS 9 0019000 0? 10ILLI.S5(SON § - 9090110,90. the undersigned authority, 00 ihi. day personally ao,peared Tom , 3= Nelson, Sr., T , known 100000 be the person whose ne0�;0.a sub9or.ibed to tle faregei and acknowledged 00 Oe than he;- eer0dtthe s m e for the purposes and consideration 'herein expressed, ar�d l capaeitytherein atated. '- 0100 UNDER NY 00000 0510 SEAL OR OFFICE., 01,10 th, lo.i. day of , 1985, O.D. Notary n tic rn 008 1 .o Ole Stat ee0 Teags' Lena Lee Co ie Ny Commission expires: '/3 L,80 TRO ,STATE OF 0F.$.40 § I 0: 9I11I0000 § 800510010 the undersigned eutlority, 00 11'0 day personally appegrep Tke0c P'. Poeueja. Trustee , known to me to be the person vho9� ^ n5ce.•i5 - subscribed to the feregoing i w u and acknowledged to m that j'he ea toted ''the for the purposes and consideration therein aaptaaeed, and in the capacity therein stated. 0I11090 UNDER MY 10000 AND SEAL OP OFFICE, [nis the !_q th day ofj '. orprwmher .] 1985. A.D, Not eblie 00 ±0(8 e for Ole 10elr of Teaa .Lena Lee C'v le My. Commission expires: OFFICIAL RECORDS - •�JIS0n COUNTY TEXAS ,.1247P >1383 MELD 031, (15': upon a ¢ass 900:00 3: o - C.' FIELD NOTES FOR A FIFTEEN F00T (15') DRAINAGE EASEMENT EXHIBIT "A" Sheet 1 of 2 September 17. 1985 FIELD NOTES describing n s ent being a permanent easement fifteen fee, , (15') width. and a temporary em construction easement fifty a feet (50') in width' for the purpose of construction and maintenance of drainage facilities being upon a tract of land as E veyed to Tom E. Nelson. Jr. and Thomas P. Trustees, in Volume 1005, Page 599 of the Deed Records of Williamson County. Texas, said permanent easement being more particularly described as being fifteen feet (15') South 00. adjacent and parallel to its hereinafter described North line end fifteen feet (15') West 'of. adjacent and parallel to ice hereinafter described East line a and said temporary easement being more particularly described being fifty fee*_ (50') South of. _adjacent and parallel tc its, followingadescribed North line and fifty _ (50') West o., adjacent and parallel to its hereinafter described East lineC BEGINNING n n pin found for the Norrbeesr corner of proposed Chandler at Creek Industrial Park Section 1IIA. also being in the East right -of -way line of proposed Greenhill Drive. also being in the South line of proposed Crystal. Park for the Northwest corner and POINT OF BEGINNING of the hereinafter described easement: THENCE along the South line of said proposed Crystal Park for t e North line hereof N70 °52'15 "E, 501.61 feet to an n p' -n o and for the Northwest corner of CHAPEL HILL SECTION 3 for the Northeast corner hereof; THENCE leaving the South lice of said proposed Crystal Park Subdivision and continuing along the West line of said Chapel :i_1 Section 3 for the East line West hereof 019 °13'30 "E, 350 -15 fee[ to a point in [he Wes lone of said proposed Chapel Hill Section 3 for the Southeast corner and POINT OF TERMINATION of the herein described easement. I :o,1247F.X385 1 o i!N I G.PEE.I/�/LL: ivaurzPiaL ao,P,F- � �� Po/,vT a,'- 162,1 15- W P p.�D 315 o I !3 - il l I • I V III � I I - Al 2 OF Hayme �Wal n ixrc _ C_TNSULTING E GSt1S�R$ P d✓ --, e¢„ 539 (312)238 1 �'� FILE❑ FC? RECORD C <5 SAP 21-t 4 g 22 STATE OF TEXAS COUNTY OF WILLIAMSON I hereby cerlily that this Instrument was FILED an the date and at the time stamped hereon hYd of nalmed RECORDED, RECORDS ol Williamson 'aunty, Te ;tas, es slamoed hereon by me, on SEP 2 5 1585 5N ,OR WILLIAIMSON G OUNTY, TEkAS 1 g4 1 oc) Z vat. 2518PacE0016 DEED OF TRUST 21389 (Security Agreement sod F moq SIOt ne) Una combined Deed of Tool, Seamy Agreement, and Fimecing Stamm ('Iolromenr) medo ea the dela dated below among the Bor rower, lender, god Triode who am identified red whose dderam we stated helm. By naming duo Instrument Borrower agrees to the teems god condition. eel mikes the mama did in de Instrument. DATE: April, 1994 BORROWER: WM Acquisitions, Inc., • Texas carpontice BORRowE t'S ADDRESS: 80,15 Shoal Creek Blvd., Suite 207A, Audia, Texas 78758 LENDER: NatiomBaok of Texas, N.A., • national banking sagoeiation LENDER'S ADDRESS: 501 Congress Aveoue (78701), Pod Of1w Box 908. Amin. Travis Canty, Texas 78711 TRUSTER: Michael F. Hord TRu8TER'S ADDRESS: 901 Main Street. 68th Floor, Della., Dallas County, Team 75202 NOTE: Promissory sae in the original principal amoral of 0150,003.00. dated April 1994, mooted by Borrower and payable to Leader as dated in the Neva LAND: 12.980 acres of land, bang all of that retain test or perm! of land on of and a part of the David Crory Survey, Abetiset No. 130, situated in the City of Rand Rat, Willievaa Cooney, Team, mid tract of lied ham MOM particularly described es being out of and a part of that whin tract of land conveyed to Tm B. Nelms, Jr.. Trots, and Thomas P. Francis, Trustee, fond of record in Volume 1005, Pap 599. W4Biome Count' Tens Deed Records, said tract of land more fully described by metes and bounds is P.ghtbit "A' aWrehed to rd rids a pot of this loath_— ARTIc) R I - SECURITY 1.01 CnNvEYAl0 E IN Thumr. For value received, the receipt and sofficmay of which Boomer rloowledga. and to secure We payment of die Imiebtednem described in Section 2.01 end performance of the comma d agreements of Borrower stated in this Imnument and in the Loan Documents (as beteetm did), !Imam conveys the Property described in Section 1.02, including wlt0omlirmtetim the Land, to the Tortes la Ind, with power of tale, TO HAVE AND TO HOLD the Property. Speeder with the ride, lriviile e%ad.ppmfenne sdtdo belmgixg unto the Trustee and the Trustee's substitutes or mawma fero,r. Boomer bids Melt d ire hair, msxnre. dminimntms, penman] repremo1Uvee, amorous. d sips to WAYANT AND FOREVER DEMO) the Property unto the Trusts, and the Trustee's wtbatitome or somas= d snipe, aphid the slain or des. of W person claiming or to claim the same or any part thereof. 1.02 PROP®ITY. The Property covered by this lom®r include, the Ind and the follow ilex dammed is this Section 1.02. whether now ormal or hereafter asgaoed, all of which, eluding reptheals end Waken thereto, shall be deemed to be and remain a pet of the Property coveted by this [ae.armt, d s0 .idlea hereditament. and appurtenances pertaining thereto, all of which ere reared to as the 'Property': (o) Any and all buildings, improvements, eel a0 mow or hereafter ltteched to or p6md, emoted, commend, or developed on the lid (Ire 'lopave®te): (h) .11 equipment, fxtmr, fmoishiog., inventory, and ertie4ofpa.ml property (the • elemYy, now or hereafter attached to or Reed in or .boot the 1mpovmste or the are 01y r refdir `osmplsa and comfortable m and orme•w-y of she Improvements for the memos frowtiit38ey wan ea es 10 be stl0thd, placed, ratted, comtrocted r developed, or which Permlty is or my - beamedia r rdaled 10 the pilling, development, hamming or mention of the Impmvememt, d all mmrmla.of r rep)acembate or sabdhacu for any of the foregoing, whether or not the same are or 9411 be attac to the Land or i1900om ten (c) .1 water and warn rights, timber, crop, and mineral ioem Peening to the lad; (d) all building materiels and equipment now or homfter delivered to d Rounded 81 be oeteliad is or on the Land or the Impt0vement9 (o) all plan specification for the lmmovaamte and foamy foram development dramsheYea on the Lend: (f) Ili Bur ewer's [1811. (bet not Bmrmwees obligations) undue my mmncte Mating to the Iasi. the Impmvemeam, or the Personalty .ti I,A1 D®r Tsar red 9vcz63930' OFFICIAL RECORDS WIWAMSON COUNTY: (g) all deposits (including tenant security deposit.), bade acmuw. fiords, installments, mow or chattel paper arising from or by virtue of any tnvucmas related to the Land, the Improvements, or the Penoealty; (h) all Borrows's right. (but rot Borrower's obliptions) under any docoments, omwt eights, amounts, commitments, construction contract. (sad all payment and performers Mesta, atwtoty or otherwise, Wood by my surety in connection with my sash oomomfm cemw7s, and the poceeda of mach bonds), ambimdmal contracts, engineering contest., and general intrngible. (including without linitetiontademarke, trade eamet, and symbol.) arising from or by virtue of any transctioes related to the Ind, the Improvement., or the P.. .1ty; (i) W permits, license., franchises, certificate., and abet rights and privileges obtained in connection with the Lad, the Improvements, or the Personalty; (j) all development right., utility commitments, water ad wastewater tap, living unit equivalent., capital ieprovemat project contracts, utility caertnetion agreements with any govesmentel authority, including eemicipal utility districts, or with any utility companies (ad all retmda and reimixes:mme thaamder) relating to the Lod or the Improvements; (k) all moo s& arising from or by virtue of the ale, lase or other disposition of the lard, the Improvements, or the Penondty; (I) d proceeds (including premium refunds) of ai h policy of insurance relating to the Lod, the Impwnments, or the Personalty; (m) all proceeds from the taking of any of the Land, the Improvements, the Pssndty, a ary ogbt. appurtenant dream by right of eminent domain or by private or other purchase in lieu thereof, including charge of grade of streets, curb cute or other rights of noses, for any public or quee;- public we under my 4w; (o) all right, title, and interest of Borrower in ad to all meets, med., public places, euemmu, and right of -wry, existing or proposed, public or private, djacent to or rased in connection with. Waoging, or pertaining to the Lad; (o) ell of the Lessee (as hereafter defined), reins, royalties, bonuses, imam, profits, revmrs, oe other benefits of the Lad, the Improvements, or the Personalty, including without li®tstico ash or securities deposited pursued to Imse. to seer a reformism by the rmanto of their abligstime theremder (subject to the Assignment of Rents made in Section 4.24 below); (p) W costumer goods located in, on, or .bout the Lad or the bsprovenants or case a eeeuectim with the use or operation thereof; however, neither the term 'consumer gods' car the term 'Personalty" unlade. clothing, &mifine, appliances, lions. china, crockery, kitchenware, or personal effects card primarily for simnel. family, or household purposes; (q) other interests of every kid and charter that Borrower now has at Mary time bseafls squirm in end to the Led, Improvements, and Psaao.lty and .11 property th.t is wed or useful in connection therewith, including rights of iumens mad egress and all reversionary rights or Mamas of Borrower with respect to such properly end all of Borrower's rights (bar not Borrower's obligations) under any covenants. oaditions, .d restrictions for the Led, as the same may be wooded from rime 10 time, including Borrower's right., title, and internee therander a. declarant or developer, if applicable; and (r) All products and proceeds of the Personalty and other personal property described in this Section 1.02 (thePanandty sat other personal property denctibd in this Section 1.02 being sometimes collectivity referred to se the 'Personal Property'). 1.03 AVIGI GATIOH. Any of the poweds of the Nate utilised to take up any oeafanding limn &pion all or any put of the Property have been .dvaneed by Leads M Borrower's request ad upon Borrower's mpssostioa that such mounts are due and are sewed by valid lien. mains the Property. Leader i.11 be mIxopmd to my and d rights, posse, superior titles, lien., and equitis owned or claimed by my owner or holder of any tMmding liena and debts, however remote, tegaedleu of whether mid lima or debts am acquired by fads by udgnmenl or son rNsed by the holder thereof upon payment. ART1 A 11 - INDEB DO4BSS ANmD PAYMENTS 2.01 uposesnamen. The indebted.. eis eeaed by this Instrument (the'lodebterlo®') shall mss ad include the fallowing: (a) Any and all some becoming doe and Payable pursuer to the Note; MI a w ets a Deno as Tear sine 2 vol. 2518 ?AGE OO17 more the Inseam Imbues Prmarte Section ttaana Leader Warns Borrow tee ass Leader the con trust to of U.N. OM Of eetrier revew= Bono. Bortrn chirp, Leads O 1v00 Of fine Icon a (Vera of 'the 2.02 varies erg dome Liana the Le 2.03 • clk alum 2.04 from ( in an Itmn 2.05 gram 3.01 > Code Poi end ; baser for to mai seal este MOM Lea and la de dial] Dela vas. 2 518 p 5 0 0I8 (b) Any and all other arm bang due and melee by Hamm (or any out or more of drew, if more than wee) to Lender re a molt of advonermate mod. by Lender Pea ®a a We cam and mdilios of IYs Instrunion or any other Loan Documents omens or executed ie eon lion wither otherwise musing lathe Nose. mclodiog without limier on the rampant of any future advances mode by Lender to Borrower as provided i. par•yWl (c) below and the repayment of any same advanced for the prraemen of Leuder'a umnity poeresa a Section 4.21; (c) Borrower and Lender oommupww dm Lender will, from time to time, mop i. v.doua traosacties, and that from time so time other circumstance. my seise, in which Borrower becoores °Migebd to Leader. Borrows understands that some of More 0c000 ad drtvmeaersa may he of a type that k very different from the Wan tramecdm evidenced in pet by the Note std the ci mu0YSOms cao.e teed therewith. Borrower desist.. and 'Wends dud Linder engage m all ..h um tio.a. and deal generally with Bona with the ammo= that my and all iodebtedeeas and nbligatiaos now owed. ad tho may Meaner become owing. to Lender from Borrower, or my one or more of them, will be enured by the lima Meng Meander. Tlreeferm, the commerce made by this Instrument, in addition to being node to eer o. meteor of the Nut, is aso mole m trust to more and enforce the cayman of all other indebcedota and &ligni es of Borrower, or my mew more of them, m Laden, whether prramdy existing, or in my manner or name heres0u mooned by Borrow, or my more of them, and evidenced in any roamer what Bever. either by nom, advances, overdraft., bookkeeping one guaranty agreement., fens or emir* interest immnment, err my other method or moos imdrtiog ray renew.' and extemi00 of the Note. or of any part of my proms or firm ardebre drew, or other oblipti00, of Borrower, or any one or more of them, and including my further keels and advaemamn made by Lender to Borrower, or any one or more of them. Tho fact of repayment of .11 iudrhtedom., sod performers of all other obligations, of Borrower. to Lender shall not termimne the lien arising hereunder =km the sum be released by Lender at the repast of Borrows; but mthwi.e it dull ream in full farce and effect to mere all fume advances, indebtedness and other obhg.nam, regeoima of my additimd enmity that my be Wm as to my ors or future indebtedness or other obhgatioes. In no event shall rhia cmveymce masse payment of my armament loan or any openad line of credit established under Chapter 3, Chapter 4. or C 0 ( 0 . 15 of the Teas Credit Code (Vernon's Texas Civil Stamm Art. 5069 -3.01 er req.); and (d) Any and all renewals, extension., teplacemms, rearrmg.meota. aSximuio... or .rodifemetemem of the Indebtedness, or ray part of the Indebtedness. 2.02 07± 0 it.N_..mg/DE§. In addition to this Instrument aid the Note. Borrower sod Linder my o0•no various other d000mmns and agreements Mains to site Indebtedness mewed by this Item anent, including a loon agreement relating to the disbursement end use of the permed. of the Note (the 'Loan Apn.men'), .B of which documents and agreements, including the Loan Agreement, are referred to herein s the 'Lm Dnw.mms'. This Instrument ±6411 also acme the performance of all obliptiom .d romans of Borrows under this lo.utanmt. the Lout Agreement, and the other Lm Documents. 2.03 PAYMFIrr Ot: PRINC @ti a..mo 1x.00027. Borrows shall promptly pay when due the principal of and interest on the imdebtedms evidenced by the Note, my Pr•P'Yient end law charges provided in the Note. and all oche sums muted by this Instrument. 2.04 All1,,!CATto0 OF PAY14EMS. Unless applicable law provides otherwse, all payments received by Lender from Borrows under the Note or this Instrument siell be applied by Leerier in the: folaowiog order of priority: (0) .meets payable to Lender by Morrows under this 1otmmm4 (b) soma payable to Lords under the Noah to be.pplid to principal or interest ea Leads my determine in is die:nion; ad (c) soy ot nm honed by due Instrument in such order as Lender, 01 Lender's option, may determine. 2.05 GUAAAx1QB. Th. wren 'Guarantor' .ball include any pence, caa0ey or entity obliged to pay or guaranteeing collection of x1] or my portion of the Imo, directly or indirectly. ARTICLE TR - SECURITY AGREEMENT 3.01 U. . "- 'ct CDa6 SEC 31ry Aeat�'M-. This bummed is dm threaded to he a enmity agreement between Borrower, as debtor. and Leader. s reamed Peery, pormet to the Texas Uoikem Gimmseial Code [1'exa. Busies& and Commerce Coda 4 1.01. er seq. ('Thus w0e'] far my of the isms specified shove s pet of the Property which, ends applicable Ion, my be subject to a recmiry Wiser panum to the Tame ace, and Borrows hereby grans Lades a security interest in all arch ites. Borrower aye tot Lender my rte this Internment, or a reproduction thereof, in the real ems mrsrrls or other memprias idea. as • financing edema for any of the item specified Mows as part of the Property. Any reproduction of this Instrument ue of my other security rgrmmmt or financing statement shall be sufficient s • fivarming statement. In sdditim. Barrow agues W execute and deliver to Leads, upon lads'tt request, my fie .g stetement, s well as exrmrm, rss.le, and .mmdmms thereof, ad reprmhumm of th• Lomumm1 m s,.h farm as Lender my require to perfect a moony surest with respect to mid items. Burrows 0011 pay all mm of films such framing resusme sd s7 extensions, renewals. smmdmms, and edema thereof and shall pay all reasonable ear. and memo. of my record searches for financing statesmen Leader may rmoor0ly rye. Without dm pion miaow comma of Leader, Borrower shall not amts or tuffs to be meted p rout to the Team nee my other semay Mime in said item, including replammras and acidities thereto. Upon the oeomeum of se Event of Ddmh (as deg to is defined ion Article V below), including the my ®s ropy when due all mm sawed by the lnmamsl. Leader &6x11 have the remedies of a secured party ends the Teas 0cc ad, at Lade. option. may .Imo Mules the 0 .w�. MEM of non* remedie. provided in Article VI of thee Lnnaument a to sock hems In e.elr dog any remedied, Lender may proceed against the items of real poperty ad any inns ofyarned property verified above as pert of the Property sepw Why or together and in any order whatsoever, without in my way •fig the availability of Lander% rvmediee under the Team ucc or of the remedin provided a Article VI of this 1 orium 3.02 NOTICE Or CBwflol . BOROWer shall siva dvaom notice is writing to Imde of any proposed deem la Borrower's name, identity, or name. .d 41.11 saeene sod deliver to Lemlar, prior to or co.mrr..tly with the common of any each change, all dditiorl S.anc+eg dolomite test Lender may maim to enable& sod minds the validity and priority of Lender'. security Memo with roped to my of the Property. 3.03 PlMB1d. Some of the item. of the Property are goods that an or are to became thieve. mind to the Lead. Borrower and Lender intend that, as to those good., dd. Instrument dull be effective a. • financing Mamma Sled as a fixture filing from the date of in Sling for steed in the rat roan mork of the county in which the Property is Mimed. Inferential cramming the cavity income awed by this I.mree.m1 may be obtained from Leader, as seemed party, u Lender's Address sated above. The mailing dd.es of Borrower. dada, is s wend above. Borrower covmant., warrants, sad represses to and apes with Lender as follows: 4.01 pandiaLatifaittE2Bh16M1 Borrower shall m i1e all paymenn on the Isbbtedoes when doe sod shall puonn•By and properly p•rfcam •B of Borrower's cavemen, obligations and Eabillties under this Imrtnoaol and the other ism Documents. 4.32 'nrl To P.or0ITY AEI LIENI OF THO INS^C . Borrower Iva god and iodeferoble title to the food and the Improveemts..d god end - mhetahb title to the Pawl Prosody, free and clew of any lima, charges, mc®hoancs, security intercom, and aches. claim. whslsoevs, swept s otherwise provided heroin. If the immest of Leader in the Property a any pal thereof shall be endangered or toll be attached. directly or idisetily. Boomer authorizes Linder, at Borrower'. e.pmse, to tam all neces ay out pope some for the define of each izlpese, including the employment of smorneyn, the pmsemdm or defense of Etigetim, and the commode* or cinchona of claim. made against such invest. 4.03 TITLE 11491111/111171 Borrower Ant, at it. sole con and arpme, Merin ad =Minn mortgagee title insurance (m the 001m of • enmmilmt d, bider, a policy Lender may reqo4e) in Sum acceptable to Leader in an mould equal h the amount of the Note. 4.04 %LIMNCO. (a) Borrower shalt, at its sole met and =penes, obtain and =Main imam oe upon .d .elating to ell ineffable Property by dl -rich 410...ce polices and, if.egueeed by feeder. 41.11 include pails of collapse, flood, earthquake, .. well aa other inenranca coverages, including Ran low, in mason equal to ms hooked percent (100%) of the replacement non of the Improvement during the mnauetim thereof and et leen one breathed pe=st (1009[) of the replacement not of the impovmawe not moder comouctioo, or in rude add(tio d mimeo as Lender may require. (b) Borrower .ball.atU.Sae wet zed wpm. obtain end meanie general liability Maumee Im11ei.. awning Borrower, the Property, and the operations m the Property. (c) Borrower .hall driver t policies of insurance to Leader paaraptly as islyd: and, if Bonmwer tail. to 40 en, feeder, at in option, may procure .each Menem at Boomer's expense. Leader Mall have the right to hod the pollens, and Borrower dull promptly (0.141 to Linder all msoal no and .V receive of add pumice.. All .mewed and .dntih e policies of imm.e .hall ha dtivsd et the office of pander, premiums paid. - .a host tees (10) days befo n te.®.Iien of poBow p.evioode ddtvsed at Leader. (d) In the event of loa Bereto..ball 121 immediate woes mice to the Menem orris and to Leader. timeworn hereby authorise and empower. Lemke an . 220 3 fa Bonowe to note proof of km, 10 00)2202104 ea any claim .order in.mooe polio.., h armor in and program ..y maim arising San such iaauau a patinae, to co11a. and receive i.meme p.00ada, and to deduct theorem Lemke. comma mnr..ed q.th. .oIIoc of each pace:dr,povtdael hoWeva, that netting os =Mined this n Sadao 41411 mgtrae Lagde 2 r.201 any. =pane a trim my arm =410 this m tunnies*. Boomer further :Modem Lander, at . *dm, (.). head the btanm_ of Melt, eo 6e'ned,10 .® n0w bm.e Bo.r for t►r mat of .mna enoc4on a *Ur of m P. e oprty eo.412y telaoe0 of aori- perorate to the morons of the ®. smMd'tiy ttii. ls.tommt. - whether mein then &M ire 4.. Mira of appiiudon an fu in Sad= 2.04. (e) lithe inmiaooepravdemebeldby feadr tor®bmt 40(1oaee for the art of .w100tim ad 10petn 0.P.4411;• 4.a napery 041111.2011001104.O 4.*** 00 m Mipe.1 amditim arena other mgl.an Jie`Lep* nog .apnea Tea d.na� y at f emditim di.maemg of say 10 I.mdar'0 aPpe!!•l of are alas ad>rpm ben oF.n ar.iiI01 runtactoty m Larder, 00'0d0. a tM eatnYpktls. ..u..'. ae..r,.ws.wvv of w.s&emmu of ®ch®s =a =mid. ad Other eMMUS. 40., percentage completion of omatmetim. +PPliwtioo.1 permed. and stisfactim of lime eq ism De`imer • RTI(:LE IV - BORROWER'S REPRESENTATIONS. WARR ANTW.0. COVENANTS. ANTLNIYERMRIPfS Par vat. 2518 PAGE 0019 vas. 2518PacE0020 Lender may reasonably require. If the :maw-once proceed. ere applied to the payment of sums mad by dm Monument, any such apphcatioo of proceeds to priocipe mall not mama or postpone the due dam of the installments referred to in Sections 2.03 ad 4.06 or change the amounts of such installments. If the Property ix sold pursuant to Batton 6.03 or if Leader acquires title to t Property, lender shall have all of the right, fide, .ad interest of Borrower in and to soy insurance policies and amassed premium. thereon and in and re the proceed. resulting from soy damage m the Property prior to such de or rquieitloo. (1) In case of loss, lender, a its option, shall be entitled to receive sad retain the proceeds of the insurance policies, applying the same to payment of the Indebtda® in such order and mesas as Inds, in b sale discretion, may elect. If soy loss shall occur at soy time whey m Event of Default exists, Lends shell he entitled to the benefit of all insurance held by or for any Borrower, to the same extent as if it had been made payable to Leader, and upon foreclosure under this Imammwt, Lander dull become the weer of all inwaom policies. (g) All insurathe policies .h.1) be Mimed oaf and by comma= send tort' to fender. The all -risk insurance policies shall have any lose made payable to Lender as mortpgee, and 'b.11 include metand mortgegee Clause.. Each m.m. --• policy .hall have a provision giving Mender thirty (30) dayi prior notice of cancellation or material change of the coverage. 4.05 TAXP0 ANO A55F.5MFM5. Borrows shall pay all taxes and asaeaaments ag.iox or affecting the Property s the same become due and payable, and, upon request by Lends, Borrows Mall deliver to Leader arch Meknes of the payment tl ereof .a Leader may require. If Borrower Silo m do ao, Lender may pay them, logahs with all cook and penalties thereon, at Borrower's expense; provided, however, that Borrower may in god faith, in lieu of paying each taxes wad assess -tints as they become dm and payable, by .pp.aprine pruroelinp, coma their validity. Pending such contest, Borrower shall not be deemed in default tinder this Instrument beaus of suet onpayment if: (a) prior to delinquency of the weeded to or moment, Borrower furnishes Lander an identity bond secured by • deposit in cash or other security acceptable to Leader, m with • surety .00 ptable to Leeden in the amount of the to or assessment being coomat.4 by Bartower plea a assoneble dditioed sum to pay all costs, interest and penalties that may be imposed or incurred in connection therewith, caditimed that arch tax or assessment, with interest, cod and penalties, be paid as herein stipulated; and (6) Boomer promptly Lay. soy amount adjudged by a court of competent jurisdiction to be due, with .11 cods, penalties end tossed thereon, on or before the date such judgment becomes final. In my event, the ter, assessment, penalties, interest, and coma shall be paid prior to the date on which my writ or order is lased under which the Property or my part of the Property may be sold ins satisfaction thereof. 4.06 IL ARP (Astor Lirce ESCROW. (a) Subject to epplicablo law or to • written waiver by Lander. Borrows shell pay to Lends an a day web month ha be designated by Lender, until the Note is paid in full. • sum ('Fund.') equal to one- twell4 of (i) the yearly taxer and assessments which may be levied cm the Properly, (u) the yearly premium ins tolmmla fs fire and other Imam l insurance, Rent lose Maratha, cod such other insuonoe covering the Property .. Lords may require pursuant to Section 4.04, and (iii) the yearly premium inmllments for mortgage insurance, if my, all an ramonably estimated initially and from time to time by Lander on the basth of messments and bill. ad sentmable estimates thereof. Any waiver by Lander of a requiromm[ that Borrows pay such Funds may he waged by Lender, in lender's sole dircrelioo, at any time upon notice in writing to Borrows. Lends may require Borrower to pay to Lander, in advance, such other Funds for other taxes, charger, premiums, I®sseau and imp:anions in connection with Borrower or the Property which Lender MI/ reasonably deem necessary to protect feeder's interests ('Other Impositions'). Unks otherwise provided by applicable taw, Lends may require Funds for Aber Impositions to be paid by Borrower m a hump sum or in periodic iomallmeate, at Leeds'. optlw. (b) The Funds shall be held in an i..Cmtton(s), the deposit. or moans of which ere insured cc guaranteed by a Fled or state agency, including Lender. Lender shall apply the Fund. to pay all such rates, recta, taxes, assessments, insurance premiums, and Other Impositions so long as an Event of Defau t dos normin. Linder shall male no charge for so holding and applying the Fonda, andyamg any account holding all or part of the Funds or for verifying and compiling any ash and bills, unless Lander pay. Bourse Menet, eaminp, or profits on the Funds and applicable law permits Lands to make such a charge. Botmws and fends may agree in writing at the time of executive of this Instrument that interest on the Fuda shall be paid to Borrows, end unless such agreement is made or applicable law requires interest, earnings, or profit. to he paid. Leader shall not be required to pay Borrower any interest, earnings, or profit on t Fonda. Lords .hail give ea Barows, without charge, an annual aaatunting of the Funds in L.mder's normal format showing credits and debit. to the Fonda and the purpose for which each debit to t Funds was made. The Funds ere pledged as additional security for the sum secured by the inert omen (0) If the amount of time Fonda held by Leads at the dm of the annual accounting thereof .hall earned the amount deemed necessary by Lands to provide for payment of weer and gars itse taxes, saeaemeent., insurance premiums, rents, and Other Impositions, s they fall due, such excess shall be eredimd to Bones m the next installment or instalments of Funds due. If al euy Cana the amount of the Funds held by Lender shall be leer than rho amount deemed necessary by Lender to pay water and sewer rata, taxer, aseesm 00, iow.me premiums, tents, and Other Impositions, as they fall due, Borrows shell pay to Leader any amount mammy to make up the deficiency within thirty days after eolith from Louder to Borrows regowtiog layer thp 011a 1,1ablea., DOD Os TRUST 4.07 Cn,m41NAT10N. voi. 2518 PAGE 0 021 (a) Borrower emigre to Leader all jdgmeaa, decrees, ad awards for injury or damage, dirge! u .nosequeotial, to the Property, and all swards pursuant to p.omedi1W for omdemation or other wens, whether direct or indirect, of the Property or any pet of the Property. Leader may eprly any roodenestim proceed. to the Indebtedness is such tanner as Imder rosy den. Borrow b.11 promptly notify leader of eery action or proceeding (or threatened seine or pmwed:o2) Wring to any c -creation coodecreation or oder taking, whether dine or indirect, of all or any part of the Property. Borrower doll, unfree otherwise diraae4 by Lender in writing, file or defend Its claim under any =eh /dim and prosecute same with doe diligmw to its final di..ra nee sad *ball must any .wade or settlements to be 1d aver to Lender for diepni4m pennant to the tare of this banntmeat. Borrower autborius Leader, at Lauber option, as Morey-in-fed for Borrower, to commerce, appear in, and procreate, in Lender's err Borrower', name, my amen or proceeding relating to my cmdem.tim or debar taking of the Property, whether direct or indirect, and to settle or compromise may claim in comedian with much condeamalion or other taking. The proceed. of my awed, poymmr, or claim for dais, director cao.egrmtial, in connection with any condemnation or other aking, whether direct or indirect, of the Property, or part thereof, or for rmveymnces in fie of ^ormlemenion, are hereby segued to ad doll be paid to Linder. Linder shall be entitled to participate i0, control. .d be represented by attorneys of Lender's owe choice in any mere action. Borrower .hall deliver, or carooe to he delivered, to Leader such ingrumenm as may he requested by it from time to lime to permit such participation. (6) Borrows authorizes Lander to apply arch award., payaota, proceed., or damage., after tee deduction of Leader's expenses immured im the collection of such amounts. al Lender's option, to rrbarat 00 or repair of the Pra,,wty, or to payment of the sea secured by this Instrument, whether or not then due, in the order of application se forth in Section 2.04, with the balance, if my, to Borrower. Ualm Borrower and Lender otherwise agree in writing, my application of proceeds to principal shall not .trend or postpone the due date of the installments referred to in Secti0a 2.03 acrd 4.06 or change the amount of arch installments. Borrow agrees to execute much further evidence of .ssignm .1 of any awards, proceed., damage., or claims arising in connection with such condemnation or taking as Leader may I000. (o) In the evert Lender, ere • suit of any such jdgmeal. decree, or awed. resooably believes drat the payment or performance of my obligation secured by this Iatrumesr ts impaired, Leader may, without notice, declare all of the Indebtedness immediately due and payable. 4.08 /AM ON NOTE OR INSTRUMENT. If at any time any law . be enacted imposing or authorizing the imposition of any tax upon this Intlrument or upon any right.. titles. Gees, or security ideates grated by this Instrument, or upon the Nola, or any part of the Indebtedness, Borrower *hall immediately pry all such toes; provided that, if it is umlaw, 01 for Borrower to pry such tam. Borrower shall prepay the Note in full without penalty within sixty (60) dap after dam.ad therefor by Larder. 4.09 57K111.031/15 BY B0PA0Wrl. At the request of Leader. Borrower :dat1 fur.imh promptly a written natemeat or affidavit, in such form m may be =mired by Lender, sating the unpaid balance of the Note, lee date to which interest he been pad ad that them are no offset. at defense against fidl payment of the Nom and performance of the tams of the Loan Documeaa, or, if there are any such offsets or defeaa, epecifyiog them. 4.10 ]REPAIR WASTE. ALTERATIONS. ETC BMW= shall keep every part of the Property in good operating order, repai*, and condition and shall not commit or permit my was thereof. Bamwer *hall make promptly .11 repaint, .maWalb, and replacements necenary to wrh ed. Borrower thrill disrh.rge W Wan for labor performed sad material famished therefor, and . rot suffer my liar of r e it dfa or matarialmen o each to my part of the Property. Borrower shell have the right to contest in good faith the vdidity of my arch mechanic's or mate ielmn'e lien, provided Borrower dull first furnish lender a hand or other security hWathco•y to Lender in each amount as fader shall reasonably requite, but not mine than two hundred percent (20076) of the amount of the claim, ad provided further that Borrower s Water diligently proceed to cause each lien to be removed and diar6hrged. If Borrower shell fail to dneharge any such liar, thee, in addition to my other right or remedy of Leader, Larder may, but shell not he obligated m, dierharge the lien. either by paying the amoral claimed to be due, or by priming the dtehuge of rock lieu by depositing in court a bond for the moat chimed, or oWmwim giving tenuity for such claim, or by taking such action as say be prescribed by law. Borrower shall guard every part of the Property from removal, destruction, and dusge, and shell rot do or suffer to be dms any act whereby the value of any part of the Property may be leaned. Borrower or my tenant or ether pram shall not materially doer the Pmperty without the prior written wow of hoer. 4.11 NO DRL.1WN0 OR EXPLORATION. Without the prior written consent of Lender, there Wall le no drilling or exploring form extraction, removal, or production of minerals from the surface or subsurface of the Land. The term 'minerals' m used in this lastiumeat shed include without limitation oil, gas, asinghad gas, oat, lipaim, hydrocarbons, methm0, carbon dioxide, helium, uranium, and all other manual demean oomparod* and mb4tnea, including sad and gravel. 4.12 Cuw.w*CE WITH l•wg. Borrow, the Property. sod Borrower'* use of the Property shall comply with all laws, rules, wd'maoam, regulations, covenants, conditions, tatriaiona, orders and derma of any govan®lal authority or cant applicable to Borrows ee the Pmpeety .d to ua0, ad Berrowmm shall pay all fee or chugs o f my kind in connection therewith. Bower dull not initiate, p.rticipato in, or require. in • change in the main elaed0atim of the Property without Leader's prior written consent. xa s.N+/ara ta tlrse or Thls0 Paa6 d is e d1 d of of of of be ise , by By or and Mix .4al the • 4.13 4000Me ExPENSE. AND Fu4ANCUL ST igefffrrs. Borrower .hall keep sod mdetaim at all times .t Borrower's address sexed in this m.wmene, or such ester place a Ireder may approve in writing. compote and accurate books of accounts and records doge le to reflect correctly the rwlts of the operation of the Property and copies of all written 00.tracra, less., and other .o00. eon which affect the Property. Such hooka. records, creosote, leases, and other instrument shall be subject to examiaatke and inspection at any relsmable time by Leads. At 4.00 once each year, within ninety (90) day. flaring the end of their repa0ive fiscal yen, .ctrl ■ such other times as Lender may requei, Boomer ball .Wive or •rae to be deducted to fords thee mean finamid statesmen. of Borrows whim ball include a Mimes sheet, femme meow. and a moment of mares and uses of funds for the preceding fired year. All fiemoal snlmmra admitted power to thin provirm 6011 be in form and nobetmce satisfactory re Lander. All fnencil eeernesire shall be certified a. true ad aortal by the party submitting such statement or, at Leader's request, audited by an iodepmdet certified public aeontro 1L 4.14 HOLD HARMLESS. BORROWER SliALL DEFEND, AT BORROWER'S OWN COST AND EXPENSE, AND BOLO LENDER HOLMLESS FRO10, ANY PROC EEDING OR CLAIM IN ANY WAY RELATING TO TM PAOPERrY OR TIC LOAN DOCUMENTS. ALL c0SrS AND SENSES IN000100 BY LENDER IN PROTECTING m nerenlisla UNDER TEM INSTRUMENT, INCLUDING ALL COURT COSTS AND REASONABLE ATTORNEYS' FMS AND EXPENSES, SHALL m BORNE BY BORROWER. THE PROVISIONS OP THIS SECTION SHALL SURVIVE THE PAYMENT IN PULL OP THE IND0I0M0. AND THE RELEASE OP Tits IN.TRUMEN T AS To 0000 0 OCCURRING AND CAUSES 0P 01010101 0215040 MORE SUCH PAYMENT AND RELEASE. 4.15 TRADE NAMES. At the request of Leader, Borrower shall execute a certificate in f .clef tary to Lander listing the trade names under whim Borrows threads to operate the Property and tepremting and warranting that Borrower doer business rods no other trade name with respect to the Property. Borrower .hall immediately notify Lender in writing of any change in any trade Dame, .d shall, upon request of Lender, eaecu a any additional financing statements and other certificate, required to reflect the change in trade more and shall execute mad file any assumed name certificate required by applicable laws. 4.16 FURTHER ASSURANCE.$. Borrower, upon the request of 1.ender, 611 execute..clmowldge, deliver. and record etch find= ineWmente and do such further ace 1a may be aecemry, de.ir.ble, or proper berry out the purposes of *hie Instrometu or the other Loan Documents .nd to n1bjest to the Leos and s.co.nty inseam crested by this Iaetrumen1 or the other Len Documents any property intended to be covered by this Imromest and the other Lam Documents pursuant to their term, including without limitation any renewals, .dditiams, st+heinrl0m, replacements, improvements, or appurteaance. to the Property. 4.17 BECORMNO AND FED+Q. Borrows ball carne this Lastruno.t and the other recordable Ian Dount®te and all amendments, supplements, 00trb.ian.. aid s.6040 loo. thereof to be retarded, fled, rarawded. and refried in such manner and in such places as Lander shall reasonably espied. Borrower shall p.y all each retarding, filing, re- recording, and refiling that. title insurance premiums, and other charges. 4.18 PAYMENT OP DEBTS. Borrows shall promptly pay when due all obligations regarding the ownership and operation of the Property, except any such obligations which are being diligently contested in good faith by appropliete proceedings and as to whim Borrower, of requested by Linder, shut have furnished to Lords sesrity satisfactory to Lender. 4.19 MOOlEnfno0 BY Su6500HEN 0 W5 60S. Borrower apes that Borrower shall be thud by any modification of this Instrument or any of the other Lam Documents made by Lander and my suhsequent owner of the Property, with or without notice to such Borrower. and m such modification. shall imp.ir the obligations of such Borrower ads this Instrument or any other La.n Document. Nothing in thin Section shall be construed .a permitting any transfer of the Property which would constitute an Evens of Default under other provisions of thi. lnatr4 4.20 )NSPOCTION. Lender may make or muse to be made reasonable entries upon and inspection& of the Property. 4.21 PROTECTION OP LENDbA'S SECURITY. (a) If Borrower fails to perform the commis and agreement contained Om this Instrument, or if my action or proceeding is commenced which affects the Property or title thereto or the beret of Lender thomin, including without limitation eminent domain, insolvency, code enforcement, or amngen ms m paomdmp involving a bankrupt or decedent, then Lender. at Lender's option, may make such appearance, distance etch .ums and take ark action 1. Lender deems 0000ry. ion ion role diets tiro. to purest Lnder's 40000, ioludiogwithom limiation, (i) disbursement of 00orney'O fees. (u) entry upon the Property to make repairs, sod (di) p•ontresowd of satisfactory insurance as provided in Section 4.04. (b) Any emomte disbursed by Lends pursuant to this Se tiro, with interest thereon, dell become additional indebtedness of Borrower seared by this 1..r,,.,,,.,,t Unless Borrows' and Lander epee to ,her Wes of payment, such amounts shall be immediately the and peyable and ball tear interest from toe dale of disbursement at the rate stated b the Note Mew tulle ien from Boomer of Memel at such rde womd be omtisry to applicable l.w, in whim ever each ammmo sell bear theme et the high. ooe'nsioms rate which my be collected from Borrows under applicable law. Borrower rnvennts and agree that Leader ball be suheopled to the lien of any mortgage or other lien discharged, in whole or in put, by the IodaHadome Nothing contained ie this Section shall require Ieader to incur any expense or take any action under this Instrument vet. 2518aaoE 0022 4.22 SVSaROIOATE DEED OP TRns'r Borrower shalt rot, without the prior .written cou®t of Leader, grant my Gen, 'county ioterest, or other eneumbrame (a 'Subordinste Io00. 0) coveting any of the Property. If Leader consents to • Subordinate Instrument or if the foregoing prohibition is determiaed by • WWI of competent jurisdiction a be unenforceable, my such Subordinate Instrument >ba11 oralain expose mvermes m the effect drat: (a) the Subordinate Imminent is unconditionally e•imed •e to this ten (b) if any u:tioe (whether judicial or pursuant to a power of de) dull 6e instituted b f lose or otherwise enforce the Subordinate Instrument, no naem of any of the Lease. dull be named as • party defr, ter, 0d an action shall be ta that would terminate any occupancy or tenancy without the prior written comma of Leader; va 2518 PAGE 0023 (c) Rents, if collected by or for the holder of the Subordinate t °'^•mmr, shall be applied fad m the payment of the Indebtedness then due and mecum incurred in the ownership, operation, and maintenance of the Property in such order ere Lender may determine, prrse b herbs applied to any indebtedems ramrod by the Subadimb r and (d) written notice of default under dr. Subordinate Instrument and written notice of the commencement o f any action (whether judicial or pursuant to . power of sale) to foreclose or otherwise enforce the Subordinate Instrument shall be given to Lender with or immediately .Ben the occurrence of any met default or commencement. 4.23 Log. Borrower shall promptly discharge any lien which has, oe may have, priority over or equality with, the Ben of this Instrument, and Borrower shall p•y, who due, the claims of all persons supplying labor or materials to or in connection with the Property. Without lender's prior written permission, Borrower shall not allow any lien inferior to this Instrument to be perfected against Ibe Property. 4.24 ABSOLUTE E AS.OIQNMENT OP Res.y. A. part of the consideration for We indebtedness evidenced by dre Nob, end for other valuable consideration, the receipt and sufficiency of which Borrower .cimowkdgs, Borrower hereby . beolutely and unconditionally mange. and tranefer. to Lender all reo4, issues, Income, receipts, and profits from the Property, and all security depo.;m and other security therefor ( the 'Reuel, including those now due, or to become due by virtue of any Lease or other agreement for the occupancy or use of ell or my parr of the Property, mealier. of to whom the Ran are payable. Borrower sic bonzes Leader or Lemke( agents to collect the Ran snot dimcn each lamo[ of the Property to pay such Ron to Lander or Lender's agents; provided, however, that prior 10 the occurrence of m Event of Default (as that term is defined in Article V), Borrows d collect and receive all Rats ite route for the beaefrt of Linder and Borrower, b apply the Rats coo 0Bectad to the sum secured by this Instrument in the order provided in Section 2.04 with the balance, ei long as no erh Event of Default has occurred, to the account of Borrower. Bmrow.r and Leader intend that this misname! of Ran constituter on absolute and present assignment and not an assignment for additional security only. Borrower and Lender intend that Lender 0011 have the ab.nlute right, power, and authority to collect the Rents. 4.25 E llof OP DSEL LT - RPxrs. Upon the occurrence of an Event of Default, and without the oeceeaity of Linder entering upon and tatting and maintaining fill control of the Property in pence, by agent or by a caurt..ppointod receiver, Lender eh.B immediately be entitled to penmen= of all the Ran specified in thi. Article V roe the same become due and payable, including without limiutim Rats the due and empaid, and all web Rents shall immediately upon delivery of such notice be held by Borrower u time foe the benefit of Lender only; provided, however. that the written notice by Lender to Borrower of the breach by Borrower shall contain a statement that Lender esercisea its rights to wrh Ran. Borrower agum drat enmm eei.g upon delivery of such written nodce of an S•emt of Default by Lender to Bonowee, each Moen of the Property dull make such Rats p..y.ble so and pay such Rents to Lander or Lender's .gnu on Lender' a written demand to each Mum therefor, delivered to each tenant personally, by mail or by deliv.fng such demand to each retrial unit, without my liability on the pan of any tenant to inquire further as to We eaktence of m Event of Defult. 4.26 BUSINESS Us& Borrower warrants and represents W Lender Wet We proceeds of We Now will be used sully for business or commercial purposes, and in no wry will the proceeds be used for personal, badly or household 4.27 NON EOM1y rEI,D . Borrower warrants and repr sent& to Lead. that the Property is not the busies or ,o.identi.l homestead of Borrower or any other person. Borrows boa oo present intent to occupy in the future or um or claim in the future the Property either as business or residential homestead. 4.21 Arwo.ica, (a) Lender may Mein, at Lender's expose, an annul appraisal (or as otherwise desired by Le..) of the Property or any put thereof. Any such &permed obtsim l by Lodm m its erpeu.e shall he the property of Lender, and Lender d not be required to disclose the appraisal es the results thereof to Borrows or any other party. Such nppraied shall be pal by an appraiser selected by lender .nd in accordance with Lender's instruction. (b) Notwithstanding the foregoing, WO) an Event of Default has occurred and is a m:oeiog; (u) ... Nem 005. h.e omrted in real estate market conditions in the area where the Property le located; (fill an appraisal is taqu red or reoammeadol by back naamia= and/or manors or pursuant to banking regulations or book policy then in effect; or (iv) a material adverse change but occurred in toe financial condition of Borrows, than Leader may 'MI A.m.. D®ov Tarr or othenvim. vat..2518 PAGE 0024 obtain et Borrower's expense an .ppraiwl of the Property or my pert thereof. prepared in aeon.dma with wren= instruction. from Lender and performed by a third-party appraiser aappd deadly by fader. Pad mcb .ppwiser and appraisal shall be otisf dory to lender. The core of each nob wen= obtained puwmt to this Section 4.28(b) .hall be payable by Borrower to fender on demand (which obligation Borrower bernly promises W pay) and shall be a part of m obligation of Borrower to Lender .eased by this Inmemmt, Rehm prohibited by applicable law. Borrower names to cooperate fully with fader. Leodoo'..gaotr, and my appraiser =tote by Lander in conoertion with my appraisal desired or required purser= to Mi. Section 4.28. 4.29 e30OA1 gan0N AND Powrg. Borrower (.) is a cogoratm duly orpetiaed, validly sewing under the bum of the .late of its incorporation and in good standing under the laws of the .hie of its io ceponlon and t Iowa of the Stab of Tow. (b) has complied with all conditions preregivaite Wit. Imlay doing =einem in IM acre where the Land is situated, and (o) b.s all requisite corporal power and all gewammtel entific,rer of =horny, Names. permits, quelificatiaa., and docommefim to own, 1eee. and o. wner its properties and to carry on Mariner on now being. and is proposed to be, conducted, and the martian of thin i.60. the Nab sod my end all other Lao.. Document. in within Borrower's powers, leae been ddy authorized by all ramie= attic. and is not in contravention of law or the Borrower'. commute charter. BOromuu .hell pm.rve and keep in full free and effect its existence, rights, fraorhiar, and trade names. 4.30 NO PL0DOg oar C0ANO1 of STOCK. The ahm>60ldera of Bmrmver shall not sell, pledge, encumber. or swigs any share. of the stock of Borrower without the prior written consent of fender. ARTICLE V - EVENTS OP DPPAULT The occurrence of any one of t following shall be • default under d d. instrument end the lm Document. ('Event of Default'): 5.01 FAII nett To PAY 105F00 Any of the Indebtedness i. rot paid what don whether by moderation 5.02 J4ONPERPORMANCg OF COVENArrrg. Any covma0t in this Ianmmmt or any Of the other lam Doerlmen= is not fully and timely performed. or the commence of any =Milt or event of d.4alt under Wier 160,.man0 s my other Lan Document 5.03 FALSE RPPar'Wt!ATIOR, Any et.hmea6 rnpnrmmhm or warnmy in this leewmnt or my of the Meer La.o Documents, my financial Ware r, or any other writing delivered to Ueda in aamectinn with the Indebtedme in false, mieleediog, or enooawe in any roster= rennet. 5.04 JIANKRUPTCY OR INSOLVENCY. Tie 000000 of tie Property or mY penes 06bpred W p•Y any pace 01 the Indebtedness: (.) does not pay it. debts as they become due or admit. in writing its inability to pay ite debts or make a gene= assignment for 16e benefit of 0redilo0.; a0 (6) commends any case, proceeding, or otheractimseeking rewg•mation.amngemmt, .djWlment. liquidation. disolotioo, or compo.itim of it or it. debt. rider my Inv relating to bmlmlpaey. inaolvmcy, 000130niatim, or relief of debtor.; or (0) in any involuntary Cane, proceeding, or other action oornmeaced .pi.r it whbk make b have an order for relief entered against it, se debtor, or seeks taxpmizetion. armageneed, edjuannr.d, Iquirhtim. dinolution, or composition of it or its debt under my law relating to baokrvpby. Insolvency. marpdamo.. or relief of debtors, (i) Ms to obt.io a dismissal of such ace, proceeding or other antice within ixty (60) days of it. 00mmencem001, or (ii) 0ORYat. the case from me chapter of the Federal Benkmptcy Cade to another chapter, or (iii) is the eubja0A of an order for relief; or (d) c=oral., moos, or permits to be cooce.led or roved, my pen of 1te property, with =ant to hider. delay, or defraud its creditors or any of them, a mats or =frees • bender Of any of its pmpeny•btk may be fraudulent under any bankruptcy. hmdulmt conveyance, or Moiler Its or makes any twofer of property to or for the benefit of . creditor at a time when other ardita0 imdoly aim=ed leave not berm paid; or suffers or permit., while insolvent, any editor to obtain a lira upon my of it paepany through Ipl proe.edmp which 1hi not vacated within sixty (60) days from the dale t0ere0F or () has a =sue, receiver, bdim, or other Mailer official appointed for or =a pioom of all or my pan of the Property or any other of its property or Ma my cart tamjonwi Ile of my other of its pe•Pe which remain. =dismissed for a period of sixty (60) days (except wham a droner period is Ramified in the immediately following paragraph (f); or (f) bile to have diahvgd within a period of ten (10) days my ett.chmeot, aegneWwtim, or similar writ levied upon any prey of such perem; or vad D® OP TRUer Pgc Paw to vet. 2518PACE0025 (g) fail to pay isreed any foal money judgment against ash person. 5.05 TRANSFER OF THE PROPERTY. Title to all or soy pan of the Properly (other then obsolete a worn Penrod Property =teed by elects= aubatilwn of egtrl or Raster value then the repleced isms When new) shall become vested in any party other than Borrower, rvberber by mention of law or olherwi4.. lender may, u ;a sole d0eretio., waive this Erect of Debark, Got it da11 Late so obliphen to do so, cad any waiver may be camitiened upon *oh ono or more of the followers which Lender may require. (a) the Fantail integrity. oNntion, character, creditworthiness, and mmegemem ability being eatidsceory to Lender in es sole judger:64 sod (b) {enter executing, prim to ouch Bale or trmafre, a written a.smption .greemeot roauinies such terms Leader may require, mob as it principal p ydown on the Note, an increase th the me of intense psysble wide the Noce, R pima( her, and any other modi&anon of the Now, this lnws.mart or any of the other Lim Document which Lender may require. 5.06 OR Arl1' OF EASmAENr. Etc. Without the prior written rename of lender, Borrower greens my erect or dedication, filth my plat, condominium =amnion, or re anion. or others a encumbers the Pmpmty...Ies such action is expmeely permitted by this LwureW or any of the other Lm Documort. 5.07 A.A 0 05l0_tff. Borrower abandons or vacate any Of the Property. 5.08 )1E1'PRI0RA7105. :ender reasonably determine that the condition of the Property has deteriorated. 5.09 F0 0cLr 8L R OF O0HCa i +oN). The holder of any lien. eternity *term or assignment on the Properly =OM= forming= or other proceedings for the enforcement of it remedies thereunder. 5.10 ( )OOWATl9N. DEATH. ETC, The liquidation. termination. dissolution, 6il=ro to maintain good standing in the State of Texas (if applicable), death, or legal incapacity of Borrower or soy Unmoor. 5.11 MATERIAL ArhVPnse CIIANOO. The occurrence of any material, adveae change in We fiaaocul condition of Borrower or my Guarantor. 5.12 Te Ao^r oP O WN05011' oa_?n '3 0`. Ten nth. pledge, encumbrance. or assignment of any s of it. nook without the prior written consent of Leader. ARTICLE In - DEFAULT AND RFMFDIES 6.01 A..-eh..AT100 AND WAtvan OF IZIE , Upon the rxmreaee of en Even of Default and Bono. 'e Wise to cue arch Even of De6Wt es provided bean, lender. at Larder's option, may deism all of the soma enured by thin Inhumed to be iomedistly dm and payable without further dead and may invoke the power of sale .ad my other remedies permitted by applicable law or prwided henna. Prior to exorcizing such remdiee, Lender will fir give Borrower notice of the Event of Default. U such Event of Default is a monetary default under Section 5.01 above, end if Borrower fail. to sue such menetery Even of Default within ter (10) deye alter the day on which notice was given, than Leader may accelerate the maturity of the Not, declare We Note and all other Indebtdcee immediately due and payable in full, and exercise the other moodier provided heath. If ouch Event of Default is a non- monetary defdt, and if Borrower fait to owe ash oon-moml ry Event of lode within twenty (20) days after the day on which notice was ;every than lender nay warden a the maturity of the Nom, dedwe the Note and all other lndebtedoese immdindy due and payable in full, and aerie the other rearm= provided teem. Borrower aomuwledgen that ths power of ele grand m Larder nay he .seethed by Lender without prior judicial hewing. Borrower and each Ooemrr, many, end radon of all is my put of th. Indebted.® expressly waive all premonition for payment, notion of intention to modal= m.mrity, notices of .00ele.Yrt of maturity, motion of iototion to deemed payment, drench for payment, Forms, and mane d pmts• 6.02 Nonce OF SALE. Notice of ale of .11 or pan of the Property by the Trustee shall be even by posting writ= notice thereof at t courthouse door (or other men le the mo,thorate as may be designated ter aurh public me=et)of in which the ale is to be made, and by filing a copy of the notice in the office of the county (beta( the aaun1y i which the Weir to be note, at lire= entyme(71) dart preceding the dam of the sail and if the Property to 10 Wad is in more than one county . notice (hall he pored at the mtlhou.e door (or other area m 1!W .t!nl6.n.a a my be designated for sorb peblic none) a00 [Sed.nth the county Berk of *Kb county is he e�ly m be sold is simsta& if the Propeity to b .oldie in :more than ere «may. We notice dull •teat in which 1 th Mopetty e m be dal: le .d eina;Imder than, at lost twenty -one (21) day. w.itten nofice tithe ptcpod0leby rate fied ,. mil Bone= and arh Minor ladetilenoe. aeweA'heeby b 1�.ie?ord . Serviced arch »ce MO be oftlfe eotio4 earl*iaa w mgppey properly addt.red a uo Aebm rat.10 wit aim by t we heneor ener 'por da ofldt wsoro_bFcl d theist r ..der the me and con•dy Peal "Sevrce. Tdte affidtwtaf tamrn10weg`60owlnlge of the 6ea the .lira that ark s etiJl le pomp Sa ewmdetn- tlfel. t.0s ..rd A. th.tle regoued rrptimumd .maybe addlOReb 4 Bcafow.e,0Beit0w& Jhddter 10005.51010. Any shun that ie to ul f • anY oWobdel . S **MR. Other .0001.10010 *ins d Bost Er * u a n.in by the remno d lender. -. --j pwvtrom ed tbi. 9ee6au ..o....0`aorh atle given • in anoedeeoe Wilk the applies' Lb lawn of the Shen o7'i'eis in aRec at the - litre of..ch ale gal eaCS W10 adfeisit YOL.'2518F!G_0026 n otice of rich sole. The Towne or his successor or subsume may Lew:a• a dr+ry» my one or more pared e s ages to perform my act or su nary a incident to my de held by Ttarlee, mdodeg the penes of emuse and the media of ale, but in the Dame and on behalf of Truttee, his mnarmor or death. If Trochee or his successor or substitute shall have give. notice of de roreather, any a.ncemr or subdue Trrttee thereafter rypoimrd my complete the de ad the eoeveyamm of We property dude thereto s if m h notice bed been given by the successor or roboti Trustee mod tiog We sale 6.03 TRUSTEE'S SA1.g. Leda may require We Trustee to sd1 all or put of 16. Property, s public Salton, to the highest bidder, for cash, at the county courthouse of the minty in Tessa in whim the Property a my par thereof is situated, or if the P.operty is locuel in more then me county such de or des may be made m the cooroade in Joy county in which the Property ie situated. All des .hall tare plate at aoch nes of the odd.= ee be property designated from time to time by the commissamers GOYA (a, if not so designated by the nor ®oeners toms, a such other area in the montage= as nay he provided in the notice of de haem.Rer demand) of the specified many, between the bolas of It Cal cede* ..m. and al 00 o'clock p.m. (the coitus of each me to own within mime hours following me came deogm.ma ate above described notice of sale a the entice tine at whim such de Shall occur, if remised by applicable I.w) ca the fort Tuead.y or may moth, after giving notice of the time, place and tam of said de (including the earliest time at whim such ..1. .hall .ocur) aced of th. Property to be sold in the manna hereinafter de 1.6.6. To mm extent permitted by .pplir hle kw, my me may be adjourned by announcement at the to and place appointed for such ale without further notice dept a may be required by law. Trustee my sell all or any portion of We Property, mgerber or in non or parcel. In no event ball Trustee be required to exhibit, presets or display .t my such sale my of the Perrone Property to be sold at such ale. Lender may bid sod become the pro3.ar of alt or my put of the Property at my wale's or foreclose de hereunder, and the .mount of Lender's successful bid may be credited on the Indmtadnere a t event my de heramder is not convicted or is defective in the opinion of Lender, such ere doll not =had the power of de betamda .end Leader shell have the right to cone a subsequent ere or des to be cede hersm le. 6.04 Papist. Sat a. The de by Trustee of lea than the whole of the Property .hell not robed the per of de herein grand, cad Trustee is specifically empowered to nuke dcordve .aloe ender such power until the whole of the Property dull be sold; sod if the proceeds of such sale of Ice the the whole of the Properly shall be leas than the aggregate of the h a d ebt ;a and the oosears thereof, this Inmuomt and the lira, security there* and ..signet hereof dull remain in full force and effect m to the nosed porno. of the Property just es though no de had been made: provided, however, that Borrower mall nova lave my right to require mm ale of Is than the whole of the Property. but Leader shall have the right, at its sole election. to request Theme to .dl m then the whole of the Property. If there is • default on me payment of any installment on the Note or my proton of the Indebtedness, and leader elects not to accelerate the unpaid balmoe of the Note or Indebtedness. Linder ball have the option to pruned with foreclosure im satisfaction of such unpaid ins Meese o other .moumt either through judicial proceedings or by directing Trustee to proceed m if order . full foreclosure, conducting the de a herdn provided without declaring the WM. Indebtedness due. It is agreed *her surds de, if m trade, ball not is any mama affect the ..summed part of the Indebtedness, hen a to soda uhmeturd pot this Imenmmt 16.11 thane ice fWl face and effect a though no ale had berm merle under t proving® of this Sermon. Sweet dos nary be male dreamier without exhausting the right of de for my mum pond the Indebtedness_ 6.05 Fray rss .E 01 a _ P.opt0TY. The Land. lasprovermens, .td Permed Prapnry may b. add a the of more public des drowns to Texas Property Cade i 51.002 aced Tess vole 19.50((4). Borrower shall aamhle the Personal Property and make it available to Leader woo Lender's written mq6- Borrower and all proem obligated to pay the 1debdm>s agree that nonce of de of the Property provided dos®t to Section 6.02 above and pursuant to Texas Property Code i 51.002 is and shall constitute mmnsxmdally . -. °`- nonce of the de of the Property or any par of the Property. leader stall also be ensi led m to.udme its emery 1,00010 .pine the Personal Property in accordance with any other rights .d remedies [.ender any have as . noted pot' under the Tens mec. 6.06 TRU.T1XS DEED. Trustee shall deliver to the madder • Trustee's deed ad such other .dprsau ad documents of transfer and de as Trued may deem necesary ...eying the Property n sold a >e ample rode covenants of general warmly- Borrower m.emts and agrees to defend generally the purmae'0 tide to the Property against all claims and dements At any such ae (a) Bnsmw'+ hereby agr"4 in its behalf and in behalf of Bonower's heirs. executors, administrators, successors. Penman s ltherr the and •antok the my and .B recitals male in any deed of conveyance given by Trustee with respect to the identity of [coder. the ocrstuantz or m.ce of any default, the amdennos of the merit of any of the Indebtedness, the repeat m sell, the Notice of de, the giving of nonce to all debtors legally entitled Cher the rim, place tam ad animer of de, red receipt, di0 babe ad application of the money reload Wereeom, or the due and more enthroned of a subditme Trustee, ad, without being honied by the fotegumg, with respect to my other as or Wig haying berm duly done by Lender or by Thames 6enamder, m.11 be teken by all cons of law ad equity as prima Ids madam that the sntedm10 or rearm state facts and are wtWoat farmer promn to he .o armed, d BsmNar Leroy 1.11601 and confirm every as that Trustee or my mh.nhse Trude hereender my sway made paean by wirer hereof, and (6) We prodder may didfirm my e.emeet v00.d, de &roam Pr file not te0l. e.m a tuber me net made in violetim of any recision of this mmtmeht, and may Ike itr®d6. p. 0 d tlm Property hen from, d depth We tam of. such grant of e.®mt, mtrth.i io6 piston ,eeth learn or other contract. 6.07 EggEti DS of SALE Trustee shall apply the pommels of the sae in the following ceder (a) m all see neable oasts and expose of the de, including but not limited m. reanorahle Tread's fees d attorney's fees d ere von. 2518Pacc of title evidence; (b) to all wens secured by this Instrument le tech order as Lender, in lender's nle dirnetioo, directs; and (c) the excess, if my, to We person or persons legally retitled thereto. 6.08 0.5501510N APt'9t SAM If the Property is sold punned to Section 6.03, Borrower or my perms holding possession of the Properly through Borrower shall immediately wrteoded Possession of the Property to the purchaser at such sale upon the puchaser', written demand. ff pauesion is not sormde eel open the purchaser's written demmd, Borrower m such peesos .6al1 be • tenant at toffees= and may be removed by writ of poassion or by m action for forcible entry end detainer. 6.09 CosTS Alm F.xee9Ses. Lender shall be enticed to collect all wets and expenses incurred in punting hero remedies. including but not limited to, attorney's fees and caws of documentary evidence, &helmets. and tide reports. 6.10 Su6.4ry100m Tx uoTee Lender, at Lender's option. with or without sus, may from time to time remove Trustee and appoint a 0 10 0 10 0 0 0 0 0 0 0 my Trustee appointed hereunder by an tenement recorded in the county in which tleia Instrttmmt is recorded. Without conveyance of the Property, the mrorass« trustee shall succeed to all title, power, and Mutt. conferred upon the Trustee by this Instrument and by applicable law. 6.11 Red0D1a CUF1VLATPre. Each remedy provided in this Instrument is distinct and cumulative to all other rights or remedies under this Instrument or afforded by law or equity, and may be exercised concurrently. indepedenty, or successively, m any order whatsoever. 6.12 F.g.11,Igingreglayi,libiligg. Any forbearance by Lender in exercising any right or remedy 6erermder, or otherwise afforded by applicable Lon, .hall not be • waiver of or preclude the weds of any right or remedy. The eeccptsaco by fender of payment of my sum emoted by this Instrument after the due dale of such payment shall not be a waiver of Lender's right to either require prompt payment when due of W other sumo so secured or to declare • default for failure to make prompt payment. The proeumemmt of i nsuranc e or the payment of taxes or other Bens or charges by Lender eh.8 not be a waiver of Lender's right to weakener the maturity of the Indebtedness, nor shall Lender's re eipts of any sward., premeds or damaged under this Instrument operate to cum or waive Borrows default L payment of sums secured by tole Instrument. 6.13 WArVPx OP MARSHA 1 000. Notveithwaodmg existence of any other security interests is the Property held by Lender or by my other party, Lender shall have the right to determine the order in which any or ell portions of the indebtedoese are eatisfmed from the proceeds realized upon the exercise of the remedies provided in this Article VI. Borrower. any party who consents to this Teo^ —, and any party who now or hersflsr acquired a security Leant in the Pro•rerty and who has actual or mmmuctive notice of the instrument and Lemder'a rights and interests under [hie Instrument, hereby waive any and all right to require the marshalling of .sets m connection with the axercise of any of the =mediae permitted by applicable law or provided by this Instrument. ARTICLE VII - ENVIRONMENTAL. AEALTF' A_N9 SAFETY MATTERS 7.01 D0.NTTIDNS. For the purposes of 16ia Instrument, Harrower, fender, and Trustee agree that, unless the context otherwise specifies or requires, the following 0.. .6.11 have the following meanings; (a) 'Governmental Requirements' means any and W laws, an6ttee, ordinances, rules, regulation., orders, or determinations of my governmental authority, whether federal, Bare, county, city, or otherwise, pertaining to health, safety, or the environment in effect in any and all jurisdictions L which Borrows conducts buained or where the Property is located, including without limiteioo: (1) the Resource Comervatim and Recovery Act of 1976 (42 U.S.C. 16901 et seq.), .. amended 6002 Limn to time including without limitation as emended by the Used Oil Recycling AG of 1980, the Solid Ware Dispod Act Amendments of 1980, and the Haberd000 end Solid Waste Amendments of 1984 ('RCRA'), and regolatima promulgated thereunder; (11) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 1 9601 es req.), as amended from time to time, including without limitation es mended by the Supa(uod Amendmmm and RsW6orixariom Act of 1986 CnettcLA'), and regulations promulgated thereunder (its) the Toxic Substances Contest Art (15 U.S.C. 1 2601 et seq.), as amended from time to time; (iv) the Ameridm. with Disabilities Aet of 1990 (42 U.S.C. 1 12101 et seq.), se amended from time to time ('aDA'), and all regulation. and guidelines promulgated pumuant to the ADA, and all other similar laws, including without limitation the Architectural Barriers Act of 1968. the Tom. Arcbitectunl Barriers Statute of 1978, and the Fair Housing Amendments Act of 1988, and all as amended from tine to time and including all tegnlei000 pnemulsalrd prnsimt 10 my one or more of them; (v) the Endangered Species AC (15 U.S.C. ¢ 1531 sir seg.), as amended from time to time; (vi) law, stature, ordinances, realer. regulations, orders, or determinations Mating to 'wetlands', including withmd'imiutim dime set forth in the Clem Water Art (33 U.S.C. ¢ 1251 et seq.), in amended from time to time; (vie) the Texas Water Code, as amended from time to lime; (via) the Texan Sold Waste Deport Ad (TIM. HEALTH & SAFETY Coos ANN. If 361.001 - 361.345), as amended from Ore to time. (b) 'Haardone Materials' seem. (i) any 'haardous warm' as defend by RCAA, and regulations pmmulged thereunder, (ii) any 'handout/ substance' U defined by [UCLA, and regulatitne pmmdgaled thereunder; (111) my toxic substance as defied under or melded by the Toxic Saderaocs Cmhol Ad; (iv) .eiemc, polychlorinated biphenyle, radon, or explosive or rdiaactive maaials; ( uedergremsdad ground storage tanks, whether empty, filed or partially filled with any substance, including without limitation any pem>Isum product or any otter 'heardous substance'; (vi) any subsume the presence of Which on the Property is peohibied ,w A sect: - DIM ae Tamer Asa 12 LIS t ere ry by rd ran of 01 rA, om red 15), dad (iv) nod VOL ned 2518otGE0028 by my Governmental Reqummevrs; and (vii) my fiber aubat°000 which by my Governmental Requirmmra requires special hurdling or notification of any federal, date, m local governmental entity in its collection. tw.ge, treatment, or disposal, (c) 'Hazardous Materials. Contamination' mew the coetamirdioa (whether presently existing or hereafter occurring) of any improvement, Ncilitira, soil, grouodwatrr, sir, or other enemas on or of the Property by Hazardous Materials, or the coot^ =10_00 of the building., facilitier, soil, groundwater, air, or other eletoeme on or of may other property as a result of Hazardous Materiels at any time (whether befo.e or else rbe data of this Instrument) emanating from the Property. (d) •Environnrtal Claim' means any i0vesbg.tive, eafocammt, cleanup, removal, remedial, or other governmental or regulatory action at my time dummied, emended, or computed pument t o any Governmental Requirements agar Borrower or amine or with reepen to the Property or its run, and my claim threalmed or made by any perssoo egamet Borrower or against or with roapect to the Property or its am relating to damage, contribution, tort recovery, compelsarion, or injury resulting from any alleged breach or violation of my Governmental Requirements. (e) 'Environmental Condition' meson any c0rdi /err, clr0Umstmee, or matter related to or connected with the Property or Borrower's owoerehip and use of the Property which is covered by say Governmenul Require.oeots- 7 -02 REPRESENTATIONS AND WAS0 ANfTES. Borrower represents and warrants to Lender that (a) Borrower has obtained all necessary permits, licenses, and authorizations for the Property and Borrower's use of the Property, including without limitation all oemuary permits, limner, Rod authorizations for Borrower's intended development of the Property, coownu'tiom of the Inoomenicats, m any other improvements to or construction on the Property, if applicable; and (b) The Property is in compliance with all Governmeatal Requirements, and Borrower's intended use of the Property will comply with all Governmental Requirements; and (c) Not in limitation of the foregoing, that: (i) no Hazardous Materials are now located on the Property, and neither Borrower nor, to the best of Bonaaar's knowledge and belief after due inquiry, my other person has ever canned or permitted any Hazardous Material to be place!, Leal, Ironed, or dimmed of m, under, or at the Property or any part thereof; (ii) no part of the Property is being used a, to the bra of Borrower's knowledge and belief Mbar due inquiry, has hem used at my previous time for the dinposel, Maaage, treatment, processing, or other handling of Hazardous Materials, nor is any put of the Property effected by my H.ardwn Materials Contamination; (u) to the best of Borrower's knowledge .d belief after due inquiry, no patperty adjoining the Property is being triad. or has ever bean used at any 'umlaut time, for the dispoal, stomp, treatment, processing, or other bundling of Hazardous Material., nor i. any other property .djoiaiag the Property effected by Hazardous Meter ale Contamination; (iv) to the bat of Borrosvar'l krtowledp and belief mbar clue inquiry, no investigation, administrative order, om.mt order and agreement, litigation, or unlemeot with respect to Hazard00 Materiels or Haadoue Materials Coot.min.tion is proposed, threatened, .otisdpld or in esteem* with respect to the Property; and (0) to the bat of Borrower's knowledge and belief abet due inquiry, the Property is not currently o0 and has never been on any federal or .rate •Sapa or 'Super-lien' lint. 7.03 BORNO0NO'S CO Borrower agrees to (e) give notice to Louder immediately upon Borrower's acquiring knowledge of the promo of any H.audotu Material. m the Property or of my H•ardc00 Materials Coot.minetion with • full description thereof; (b) give mrio to Imder i .rpm Bonowar'a .ogm^og knowledge of any Environmental Claim; (c) comply al all times with any Governmental Requireamde applicable to the Property; (d) require all employees, .gents, or rep.eseatativa of Borrower, all memos and their agents sad employees, and all contractors, subcontractors, suppliers, or other proms performing or involved in the construction or m.inteamce of the Property and Impmvemeota to comply at all tin with all Governmental Requirements; (e) provide lender with satisfactory evidence of nth complieoo with Governmental Requiraaats: and (1) provide leader, within thirty (30) days after Mama by Lender, with a bond, liar of credit. n. Miler financial assurance evidencing to Lender's satisfaction that the treneary fords me available to pay the out of complying with my Governmental Requirements, including without limitation removal, ttemment and disposal of Hazardous Materials m the Property or Hazardous M.m.;er. Contamination to the Property and discharge of my aeseamata or liens which may be embhahed on or against the Property m a molt thereof. 7.04 5070. Assss5MEN7s. Lender (by its officers, employees, and agents) at any time and from time to time, either prim to or after the occurrence of an Event of Default, may contract for coo services of person. (the 'Site Reviewers') to perform site .aeasmevta ('Site Ataessomta') on the Property for the propane of determining whether these exists on the Property any Environmental Codditiun which could re.vooably be apeaed to .Math in • violation of my Governmental Requiremmta or in on Environmental Claim The Site Aaee®te may ea performed at any time upon reasonable notice to Borrower, .d under ra.meble conditions established by Bonv.rre which do not impede the performance of the Site ABSOSSmma. The Site Reviewers are authorized to enter upon the Property for such proposer. This Site Reviewers me further authorize' to perform boa above .d below the ground taring for envuonmmW damage or the promo of Heardan Materials on the Property end such other team the Property as may be oe weary to 000duU the Site Amaemma in the rmamabl0 opinion of the Site Reviewers. Borrower will supply to the Site Reviewers arch historical and oparttime] i0Eormarim regarding the Property as may be reasonably requested by rho Site Reviewers to facilitate We Site Assessments and will make DBrt OF TRUST Page 13 available for meetings with the Site Reviewers Wp.OFr:aoe personnel having knowledge of such muter.. On request, Larder shall make the mole of seek Site As®e 010 fully welsh= to Bono', which (Prior man even of default hereunder) may, at Borrower's ekcti00, participate sder reasonable procedures inn the direction of a ch Site Aaeasameale And the description of teats of the Site Reviewer.. The cart of performing such Sim Asaea®ens Mall be paid by Borrower upon demand of Lender and any ouch obligations shall be Indebmdome mewed by this Ind anent. 7.05 Lrip0Nr11FICATION. BORROWER. FOR VALUABLE CONBmERA1TON WHICH BounowFR Ar7GlOWLEDGEs RECEIVING, SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS LENDER AND TRUSTEE FROM AND AGADIST ANY AND ALL Lunn-ran °Neu:onto SRJCr LzABDSfY AND INCUJDIr0, Wrrrl RP0ARD TO SrrE ASSP LENDOes OWN NEGLIGENCE), ACTIONS, DEMANDS, PENALTIES, LOSSES, COSTS, OR ExPEN510 (DmCLDDI G WmOIOUT LWITATSON ATTORNEYS' FEES AND EXPENSES, AND REMEDIAL costs), SUITS. CRS03 OF ANY SERIEMEIr nR 1000405(1 AND MAIMS OP ANY AND EVERY IOt4D WHATSOEVER veinal MAY NOW OR 1N THE FUTURE (WHETHER BERRE OR APVEI THE RELE+V E OF Tins INSTRUararr) BE PAN, INCURRED m SUFFERED BY R14 ASSERTED AOAD101 LENDER OR TRUSTEE BY ANY PERSON OR ORMrY oe GOV01002T*L AGENCY TCIR, WITH RESPECT TIE, OR AS A newt OR INDIRECT RESULT OF AND VIOLATION OR BREACH OF ANY 00V00N E(TAL RBQUBEMEI07 OR AMY ENVIRONMENTAL CLAM, REGARDLESS OF w5NO®l OR 140T CAUSED BY OR WITHIN THE CONTROL OF BORROWER, IEYDOR OR 7RU01PP. THE anneRCE(1ATIONS, COVENANTS, WARRANTIES, AND INDD4ONIFICATIONS CONTAINED II 1100 ARTICLE VII SHALL SURVIVE - run RELEASE of THIS INS1aUMUIT- 7.05 j,gf4ER's RIGHTS. Lender shall have the right, but not the obliption, prior or subsequent to en Event of lY -toll. without J..) way limining Lender's other rights and remedies under this instrument to awn onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve, or minimize the impact of, or otherwise deal with. my Environmental COnditiuo on the Property following remit* of any notice from any person or entity .averting the asistmca of any Environmental Condition pertaining to the Property or any put thereof which, if true, could reads inn an order, suit, imposition of a lien re the Property, or other action aod/00 which. is Lender's sole opinion. could jeopardise Loader's leeway uoder this Inanrment. Ail eons and aprons paid or incurred by Lender in the exercise of any such rights shall be Indebtedness secured by this Instrument and shall be p.yeble by Borrower upon dement 7.97 No WArv0. Notwithstanding any provision in this Article VII or elsewhere inn this Instrument, or any rights or renedieo granted by this Instrument, Leader does not waive end expressly reserves all rights and benefits now or hereafter accruing to or available to Larder under the 'security interest exception' son forth in 40 C.F.A. 700.1100 or any similar regulation. No action Wren by Lender pursuant to this 1s0^n11'nt or any other Loan Document shall be deemed or construed to he a waiver or relinquishment of any such right. or benefis under the 'rayed creditor exemption' or 'secured party exemption' under 10!01.0, as now a hereafter .mended. ARTICLE Van - MISCELLANEOUS PROVISIONS 8.01 =mg. Upon payment of all some and the performance of .11 obligations aenlred by this lnsrumenl, Leader mall rtlee= this I0stiu0mt. Borrower mall pay Lender's rereeo tale costa incurred in releasing this Instrument. 8.02 805001100 AND Llgw NDr AOEAS0n. From time to time, Lender may, at Lender's option, withers giving notice to or obtaining the consent of Borrower, Borrower's mccomor5 or amigos or my junior Iie5Mlder a Guarantor, without liability on Lender's put and mtwithoauding the 0010en05 of en Event of Defrilt, extend IM time for payment of the lodebtednese or any part thereof, redoes the payments thereon, vela= =yore liable on any of the Indebtedness, accept a renew.( rote or notes therefor. modify the tens and time of p yr®t of the Iudebbedmel, rdoaa from the lien. of this Isfmmeot any pun of the Pmpsty, take or edema other or additional murky, moan= any pert of the Property, omen to my mop or plan of the Properly, =sent to the granting of any aemml, join in any .atao.ion or s.bmdisti0 agreement, and agree in writing with Borrower to modify the rate of intend or period of amortization of the Note or change toe .mwmt of the 1.011100051 payable thereunder. Any actions taken by Larder pursue= to the terms of this Section 8.02 .hell not affect the obliptim of Borrower or Borrower'3 mlcoraeDra or rugs to my the mime =cured by thin Instrument and no observe the cowman& of Borrower contained herein, shall not affect the guaranty of my person corporation, partnership, or other entity for payment of the Indebtedness or my put thereof, and shell not affect the liens or priority of lime of this Immune= on the Property. Borrower mall pay Laster a lesmm be charge, together With rah tide Maim= premiums and aUnsey's fees as 0.y be incurred at Lender's option, for any such amino if Woe at Borrower's request. 8.03 fig. Except for any notice required under applicable l.w to given inn another mow, (a) my notice to Borrower provided for in W. Immanent a Sr the Nde .h.10 be given by mailing moth notice by flnisd States nail, postage prepaid, addressed m Borrower at Bsrower's address Haled in this IOmmsd or at curb ether .elder es Borrower may denigrate by notice In Leader as provided herein, and (b) ••Y erica m Losho mall he even by United Sates mail, maw ps•aid, =dram= to Larder at Lender'. .Neer slated in this lstmmtm or m ranch other =dress r Lander may dealpabe by mtim to Burrower as provided herein. Any notice provided for in thin Mamma= or in tbe Nolo shall be deemed to have keen give to Harmer or Lender when given in the mmdr designated herein, but ennui notice, however given or received, mull always be effective DOD of TRUST Are 14 VOL. 2518 PAGE 0029 s vat.. 2518r 6E0030 8.04 $UCcessOR5 AND AssmNS BEYOND. The covea.ou lad aguermm50 basin contained .ball bind. and the rights hereunder shall inure to. the respective successors and assign. of Leads and Borrower, subject to the provinces of Section 5.05. 8.05 JOINT AND SRVERAL LIABILITY. All covenants .ad .penmen. of Harrower dull he joint and several. 8.06 Agp,Lr[y. In exercising any rights hereunder or taking my .cone provided for herein, Lender may .et through its employees, agents or independent wotractare as authorized by Lender. 8.07 Gowen LAW. TUB INar0UMENr SHALL HE 00000910 HY Tl® AerucA0L8 Laws Or THE STATE Op TERN AND THE LAWS OP THE UNTIED STATES OR AMERICA APFI1CAer.B TO TRANsACr10Na 1N THE STATE OF TEXAS. 8.08 gaggaglyna. In the event that any mayhem of this Instrument ce dm Nolo rmflieu with applicable taw, such conflict dull not affect other provisions of this Instrument or the Note which m be given effect without the conflicting provisions, and W this sad the provisions of this Instrument and the Note ere declared to be .evenble. 8.09 USOBY DisCLAILDHL The term 'Maximum Lawful Rate' means the maximum rate of interest and the term 'Maximum Lawful Amount' mean the maximum amount of interest dm are permissible under applicable sena or federal law for the type of Ins evidenced by the Note and the other Iran Dowmma. Lender does not inked to contract for, charge, or receive ions tbm the Maximum Lawful Bar. or Maximum Lawful Amount pm®tled by applicable stare or federal law, and to prevent such an occurrence Lander and Borroaver agree that all snmun50 of interest, whenever contracted for, cheeped or rate ived by tender, with respect W the 1m of money evidenced by the Note or with respect to any abler amount p.yable under this Wmment or any of the other Lam Do.amu, shall be spread, prorated or allocated over the full period of time the Note is unpaid, Melodize the period of my rteewal or extension of the Note. If demand for payment of the Note is made by Lender prior to the full stead term, the total amount of interest contracted for, charged or received W the tine of such demend thatl be spud, prorated or allocated along with any interest thereafter accruing over the full period of rime that the Note thereafter remains unpaid for the purports of determining if such interen exceeds the Maximum Lawful Amount. At m.erity (including maturity due to Lender's aaelemlion of the Note) or on earlier final payment of the Note, lender shall compute the Weal .mount of interest that has been contracted for. charged or received by Loader or puyeblo by Borrower under this Note and compare such rmment W the Maxims Lawful Amount that could haw tom contracted for, charged or receive! by Lender. If such computation reflects that the caul amount of ieteaest that has been wohuted for, charged or received by Lander or p ykM& by Borrower exceeds the Maximum lawful Amount, then Linder shall apply such exam to the mducti.O of the pmeipal h.lanse and not to the payment of interest; or if such excess interest aceeds the unpaid principal helms. such mons.hef be mfimded W Borrower. This provision convening the crediting or refund or sums interest thrill control and take precedence over all other agreements between Borrower rod Lander so that under no cimumuocee shall the 1.501 Men et a atr.Oad for, charged or received by Lender exceed the Maximum Lawful Amount. 8.10 PARTIAL INVALIDITY. In the event any portion of the sums intended to be secured by thin foelumml moot be lawfully secured hereby, payments in reduction of such eves shall be applied first W these h+o.tiom not sexed hereby. 8.11 CAprION5. The captions and healinge of the Articles and Seniors of this l.mn nenl are for convenience only and are not W be used W interpret or define the terms and proviowa of this 1.WUment. STATE OA TEXAS $ COUNTY OF TRAVIS 5 HoR8010's SIGNATURE: WM Acquisitions, lnc (a Texas corporation) dkerson, Resident This instrument was acknowledged before run Ihia day of Ap 1994. by Ray A. Wi{kea.m. President of WM Acquisitions, Inc., a Texas corporation, on behalf of said corporation. Dun 04 T4var NotQ Public - Sate of T Name: My Commission Expire.: Nee 15 Mr. Tlsiy 0.7Yyk r WA; CN10 Wp®IIImI, P.C. 100 Cmps __ 1100 AuMY, TRW 75701JO99 vot. 2518phGE0031 1uL '-' - '-• "" ..... EXHIBIT •'A•' BR_YS.ON 6 z. ASSOCIATgS surveying company 10l Sl. uuM!,, Lan. LL, , n. T «.• •�. ,1. .a..�l FIELD NOTES BEING ALL OF THAT CERTAIN TRACT OR PARCEL, OF LAND OUT OF AND A PART OF THE DAVID CURRY SURVEY, ABSTRACT N0. 103, SITUATED IN THE CITY OF ROUND ROCIC, WILLIAMSON COUNTY, TEXAS, SAID TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS BEING OUT OF AND A PART OF THAT CERTAIN TRACT OF LAND CONVEYED TO TOM E. NELSON, JR., TRUSTEE, AND THOMAS-P. IrRANC1S, TRUSTEE, FOUND OF RECORD IN VOLUME 1005,,PAGE 5990 WILLIAMSON COUNTY, TEXAS DEED RECORDS, SAID -.TRACT OF LAND BEING 12.980 ACRES OF LAND MORE FUEt'.DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING, at an iron pin farad in the north line oink Ndao/Fraocia tact, same point being in the aauth line of Lot 1, Block "F', Cryml Park, a wbditviau of renal ipiCabina L Slides 146• 149, Williamson County Texas Plat Reoacda, also being the dda ic'oeam of Chapel Fill North Section 3, a subdivision of reoad in Cabinet F, Slides 176 -177, Maid Plat Records for the northeast corner of the heron described tract, THENCE, following the west line of said Chapel Fill Section 3, same being the east line of said Nelsa JFrancis tract and the east line Mille herein de:rrbed tact, S 19°1347 E. 818.25 fat to an iron pih sec, for the sauthae corner ofthe herein described tract. THENCE, leaving aid line, S 70°5270' W, 704.32 feet to au ia pin set on the cart right-of-way line of Greenhill Drive, an eait* 60' eight-of way; far .the amnhweu corner °f the herein dcaibad tract, THENCE, following said righ4of way lute, same being the west line timid Ndsm/Frands tract, t following three (3) coons and distances, bi nhered 1 through 3, 1. N 19°00'00' W, 548.20 fax man hen pia farad at tbs btgineiog of a cove, 2. with a curve to the right having a radius of 374.90 feet, an am length of 241.48 feet, and whose chord bars N 00°32'48" W, 237.33 fat man iron pin found at tie end of said curve, 3. N 17°5471' E, 56.49 feet to an iron pin found at the southwest corner of said Lot 1, Black "F', for the earthman comer of tie herein described swot, THENCE, following the south line of said Crystal Park, same being the oath line of said Nelson/Francis tract, N 70°3270" E, 591.99 feet to the POINT OF BEGINNING containing 12.980 Acres Of Land. 1, Thomas J. Dodd, a Regiatrod Pm[csimal Land Surveyor, do hereby certify that these field notes merman a survey made on the Emend this dine under my supervision and that all camas are as shown. SURVEYED BY .) 1i4FiziW" 3401 Slaugbtr - Austin, Tow 78748 Dated, this to 13th day of Jamary,1944, A.D. . NO. 1882 URVEYINO COMPANY, INC. (512)212.0170 axon eamtnwwtw EXHIBIT "A„ AasRwasl1rma iim 'waist dint/ NMI* II/Wg a - j• p "en 1 of 1 ' ' -;•;: : :;` 1 • FILED _FOR WILLIAml (H■LT Y, X. 199 APR 29 PH 4 40 tam.q$:f.t,... • ; VOL 2 5 WAGE 00 33 „ STATE OF TEXAS COUNTY OF WILLIAMSON MO' �y Salads animist us VIED tie dge aid des On dm* Wean bl Is. adios (*MOOED ini.YoWme ad Pip des sussed RECORDS anensason Coo*, Tom. as silage:I km* b, Me• as APR 2 9 2329 cony CLOS SUMMON COUNIT.7105 Date: Effective as of October 20, 2000 MODIFICATION AND RENEWAL OF NOTE AND EXTENSION OF LIEN 2001005557 6 F'ss The undersigned ( "Borrowers," whether one or more) make this Modification to renew, extend and modify that one certain Promissory Note in the original principal amount of $150,000.00 dated April 20, 1994, executed by Borrowers and originally made payable to the order of Nations Bank of Texas, N.A., a national banking association that thereafter merged into NationsBank, N.A., a national banking association that thereafter merged into Bank of America, N.A. ( "Holder'). Said Promissory Note is hereinafter called the 'Note "; and the Note as modified by this Modification, is hereinafter called the "Modified Note." The security for payment of the indebtedness evidenced by the Note has included, and the security for payment of the indebtedness evidenced by the Modified Note shall continue to include, without limitation, the lien existing under the Deed of Trust (the "Deed of Trust") recorded in Volume 2518, at Page 16, of the Official Records of Williamson County, Texas. The current, unpaid principal balance of the indebtedness evidenced by the Note is $121,875.00 (such balance being after the principal payment, if any, made on such indebtedness on the effective date of this Modification (the "Modification Date ")); and, from and after the Modification Date, the maximum amount of the principal balance of the indebtedness evidenced by the Modified Note shall be $121,875.00 (the sum of (i) the said current, unpaid balance plus (ii) the amount, if any, left to advance under the Note). By this Modification, Borrowers modify, renew and extend the indebtedness evidenced by the Note and all liens and security interests securing payment thereof. From the Modification Date until maturity, interest shall accrue on the unpaid principal balance of the indebtedness evidenced by the Modified Note at a varying rate per annum (the "Contract Rate "). The Contract Rate shall equal the lesser of (i) the sum of Holder's Prime Rate plus one -half of one percent (0.5 %) per annum, or (ii) the Maximum Rate, Adjustments in the Contract Rate shall he made simultaneously with adjustments in Holder's Prime Rate. "Holder's Prime Rate," as used in this Modification. means the rate that is so designated by Holder and that is established by Holder from time to time as one (1) of Holder's general reference rates for calculating interest, regardless of that rate's relationship, if any, to any specific rate of interest actually charged by Holder. Holder's Prime Rate may not be the lowest rate at which interest is charged by Holder. Interest shall accrue on matured, unpaid principal and interest owing under the Modified Note, at the Maximum Rate, or if no Maximum Rate exists, then at a per annum rate equal to the greater of (i) 18.0% or (ii) the sum of the rate at which interest accrues on unpaid principal, under the Modified Note, before maturity, plus 5.0% per annum. "Maximum Rate," as used in this Modification, means the maximum, non - usurious rate at which Holder may lawfully contract for interest to be paid by Borrowers, in the transaction(s) between Holder and Borrowers, of which the execution of the Modified Note is a part. Borrowers, jointly and severally if more than one, promise to pay the indebtedness evidenced by the Modified Note to the order of Holder, in the City of Austin, Travis County, Texas, or such other location as Holder designates, in quarter - annual payments (the "Quarterly Payments ") beginning on January 20, 2001, and continuing regularly on each October 20, January 20, April 20, and July 20, until one (1) final payment (the "Final Payment ") on October 20, 2003. Each of the Quarterly Payments shall be in an amount equal to the sum of (1) $1,875.00 plus (ii) all accrued, unpaid interest owing under the Modified Note, on the date such Quarterly Payment is due; and, the Final Payment shall be in an amount equal to the full unpaid balance of the indebtedness evidenced by the Modified Note, on October 20, 2003. Each payment or other amount received by Holder, for credit against indebtedness evidenced by the Modified Note may be applied, as among principal, interest, costs and expenses, by Holder in whatever lawful order or manner Holder chooses, unless the application of such payment or other amount is governed by some other express agreement. Each of Borrowers agrees that no one or more of certain actions by Holder, whether with or without notice and whether 11'RCSnodgeBorA \WM Acgwsinoos\modification and renewalv2.wpd before or after maturity, shall release, diminish or impair any obligation or liability owed by that Borrower, to Holder, such certain actions being as follows: acceptance of one or more partial payments, indulgences of any kind, releases of any one or more other persons obligated to pay any of the indebtedness evidenced by the Modified Note, and releases or substitutions of security in whole or in part. Regardless of any contingency, event, or agreement between Holder and Borrowers, the compensation for the use, forbearance or detention of money that is contracted for, taken, received, reserved or charged, directly and indirectly, by Holder, in connection with the Modified Note shall never exceed the maximum, non - usurious amount Holder may contract for, take, receive, reserve and charge under applicable law. If Holder receives compensation for the usc, forbearance or detention of money that is in excess of such non - usurious amount, then Holder shall either refund that excess to Borrowers or credit that excess, as of the time received, to the unpaid principal under the Modified Note, at Borrowers' option. Holder's crediting of payments on the Modified Note, as between interest and principal, shall be provisional until the indebtedness evidenced thereby is fully paid, when a final and binding crediting shall be made. In addition, the principal required to be paid by the Modified Note shall not exceed the sum of all advances made by Holder under the Modified Note (including, without limitation, any advances made and retained by Holder in payment of interest or fees). If any of the provisions of this paragraph conflict with any provision(s) in any other paragraph in the Modified Note, or any provision(s) in any other agreement signed by Borrowers, the provisions of this paragraph shall control and govem the interpretation of the Modified Note and any such other agreement. The indebtedness evidenced by the Note may have been previously renewed and extended by one or more promissory notes. However, from and after the Modification Date, any such promissory notes shall be of no force or effect and the Modified Note (i.e., the Note and this Modification taken together) shall constirute one, complete agreement. Payment of the indebtedness evidenced by the Modified Note shall be secured by the lien of the Deed of Trust. Borrowers shall pay, or reimburse Holder for, all costs and expenses reasonably incurred by Holder, to one or more third parties, in connection with the preparation and acceptance of this Modification, including, without limitation, attomey's fees, premiums for title policy endorsements, or title policy(ies) if appropriate, appraisal fees, and recording fees. Borrowers warrant and represent to Holder that the indebtedness evidenced by the Modified Note is subject to no one or more credits, charges, claims, or rights of offset or deduction of any kind or character whatsoever. Each of Borrowers releases and discharges Holder and Holder's -employees and other representatives from any and all claims and causes of action (including, without limitation, claims and causes of action based upon, or arising out of, fraud, duress, mistake, tortious interference or any other tort, usury, breach of contract, violation of the Texas Deceptive Trade Practices Act or any other statute, or control), whether known or unknown and whether now existing or hereafter arising, that have at any time been owned, or that are hereafter owned, by such Borrower (other than claims for such Borrower's funds, if any, now on deposit with Holder), and that arise out of any one or more circumstances or events that occurred before the signing of this Modification by Borrowers. All provisions of the Note remain in full force and effect as therein written, except as otherwise expressly provided in this Modification. This Modification neither releases nor impairs any lien or security interest held by Holder. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENTS OR INSTRUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF (J.A.M.S.), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT U. ^RCSnodg'9ot4 \V tAcquieircion..4nodisunon and rene nlvi.wpd 2 UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HA VING JURISDICTION OVER SUCH ACTION. a. b. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF THE BORROWERS' DOMICILE AT TIME OF THIS AGREEMENTS EXECUTION AND ADMINISTERED BY I.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING ECRU? TO AN ADDITIONAL 60 DAYS. RESERVATION OF RIGHTS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR (II) BE A WAIVER BY HOLDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF HOLDER HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER HOLDER MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONNG RESORT TO SUCH REMEDIES. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN TICE PARTIES A.ND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. UMRCSnodg ofA \WM Acqvisiiom \odircanon and renewalv2,wpd BORROWERS: WM ACQUISITIONS, INC. (a Texas corporation) By: a�f+• WC �-� Ray A. ilkerson, Its President 3 Bank of America, N.A. accepts the above Modification. THE STATE OF TEXAS COUNTY OF TRAVIS My Commission Expires: I y 3(, aao THE STATE OF TEXAS COUNTY OF TRAVIS My Commission Expires: JUNE JULAT MY COMMISSION EXPIRES Sepiember2a, 2004 By: Print Name: Title: This instrument was acknowledged before me on LsE[ . 2000, by Ray A. Wilkerson, President of WM Acquisitions, Inc., a Texas corporation, on behalf of such corporation. 1.e-a-- NOTARY PUBLIC, State of Texas IIELEN M. KNOLL MYCOMIISIONEXPIAES July S1,2004 § BANK OF AMERICA, N.A. Print Name: Print Name: 4 , G ,4 A J // strument was acknowledged before me o gut.. , 2000, by , � SIA■,rSt itll — ofBank of America, N.A., a national banking association, on behalf of such association. NOTARY PUBLI State of Texas U RCSnadgr1BofA \WM Acquisitions\ modification and rrnewalv2.wpd 4 Each of the undersigned Guarantors consents to the making and accepting of the above Modification. Neither the making nor the accepting of that Modification shall release, diminish or impair such Guarantor's obligations under any Guaranty Agreement pursuant to which such Guarantor guaranteed payment of any of the indebtedness evidenced by the "Note," as that term is defined in such Modification, or any promissory note that became the Note through one or more modifications, renewals and/or extensions. Each of the undersigned Guarantors affirms each such Guaranty Agreement signed by him and agrees that each such Guaranty Agreement continues in full force and effect, applicable to the indebtedness evidenced by the "Modified Note, "as that term is defined in such Modification. Therefore, each of the undersigned Guarantors absolutely and unconditionally guarantees payment of all indebtedness now or hereafter evidenced by such Modified Note. It is expressly provided, however, that the liability of Ray A. Wilkerson under his respective guaranty agreement is limited by the terms of that one certain Agreement Regarding Exemption of Bailey Creek Ranch dated February 12, 1997, by and between NationsBank, N.A, and Ray A. Wilkerson, as the same may be amended from time 10 time. Each of the undersigned Guarantors agrees that he is one of the parties to the above Modification for purposes of being bound by the arbitration provisions therein. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES, THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Dated: Effective as of October 20, 2000 THE STATE OF TEXAS COUNTY OF TRAVIS My Commission Expires: 10' Vi U:URCSnadglBorA \1Vt t Arquivuona■nadificanon and ienmvaiv2.wpd CONSENT AND AFFIRMATION GUARANTORS: This instrument was acknowledged before me on this imtt day of McCormick. 11 r f AC i Y PUB IC, State if Texas Print Name: 6.(e R KAREN NORSCH MY COMMISSION EXPIRES r 0cmbr 21, 2001 200f by William D. 5 THE STATE OF TEXAS § COUNTY OF TRAVIS § This insfnmmentwas acknowledged before me on this d e 4 day of Zr2r'_osx/1 ) , 2000 by Ray A. Wilkerson. My Commission Expires: fu �" ZI ,..1C7 Print Name: HELEN WOOL Juya3191ONE REs FILED MP RECORDED OFFICIAL PUBLIC RECORDS LL .. Qtt2�/�� ouf J t Al GYL 4 AOrc y /47Tt : `ItD y e Silod92a-<2j 11 / G2u� w , 7E70/ NOTARY PUBLIC, State of Texas 01- 25- 200x10:34 AM 2001005557 ANDERSON $19.00 NAN WILLIAMSON E COUNT T Y T TEXAS K e /Pn J71. h60// U: vecsamir1BoCA \wrt Acquisition, \moditation and remwe1v2.»pd 6 • RESOLUTION NO. R- 02- 08- 22 -13A2 WHEREAS, the City desires to study the feasibility of purchasing a 12.98 acre tract of land on Greenhill Drive near its intersection with Texas Avenue, as shown on Exhibit "A ", Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Real Estate Contract for the possible purchase of the above described property. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 22nd day of August, 200 2. A EST: City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secret :: ODMA\ WORLDOX\ 0: \WDOX \RESOLUTI \R20822A2.WPD /rmc y may • WELL, Mayor SUBJECT 440L; 362 ,332 4064370 3084 773 2 30643 22 02. DAVID CURRY 0 -130 04323]1? wY ^01,31310Ni. 104. 2516.0050 2 93 .44 R ]51 8125 0” 02 - a;NCFSrnr 2 1328] 6613 +: 06.73 4064:76 8092452 0092422 CV :446033.7 322200 EXHIBIT 322025 6 3062305 26 3002041 2002 . 20 0092000 22 032202, 9 440003!. 440 m0 04 0: /90 22.7 9042493 00 00 30'0745 1 2 ?2,92 --00 .0'34•• 4552.41 09441 0 0P 3 .35 � 2 -32 0592 200 16 0020055 23 •5 „749 22 00 702 802]542 % Zs 5072 3002 0097 s 2 09%2 18 x 0 +2.10 75 0202 2a na?7. x 002.72 491073 ,5y 26 2034 • 3 2507 w 43 :29 231 DUPONT 5.31 At 1:! O' iI . A 501:, s . +7 24 00 716249 14..1 AC 3312621 F 73, 4x443, L „i6 l lC OGC 9532225 CRYO'ff&L 1064H1( 'Y R P P! RSC2153 44x 40? o '4 xcx 0 L1L9t s1 0)0416 +0 : 2,_ 0 xG 325147. f 270 7• 0002 7r cpt 2;001 9. 26 /1101037% �� 2 NOi (110 DATE: August 16, 2002 SUBJECT: City Council Meeting — August 22, 2002 ITEM: 13.A.2. Consider a resolution authorizing the Mayor to execute a Real Estate Contract with WMAcquisitions, Inc. for the purchase of 12.980 acres more or less, out of the David Curry Survey located on Greenhill Drive, Round Rock, Williamson County, Texas. Resource: Bob Bennett, City Manager Steve Sheets, City Attorney Jim Nuse, Chief of Operations /Assistant City Manager Paul Conner, Chief of Police History: The bond election approved the acquisition of land for a new police department facility. This resolution will allow staff the opportunity to study the feasibility of utilizing this site for the new police department facility and other possible uses. If the site is determined to not be suitable, the $10,000 earnest money will be refunded to the City. Funding: Cost: $791,572.32, if City acquires the property with $10,000 earnest money (refundable) Source of funds: 2002 G.O. Bonds Outside Resources: N/A ImpactBenefit: Provide for a feasibility study for the purchase of land for a new police department facility. Public Comment: N/A Sponsor: N/A State of Texas County of Williamson REAL ESTATE CONTRACT THIS CONTRACT OF SALE ( "Contract ") is made by and between WM ACQUISITIONS, INC., 8015 Shoal Creek Blvd., Suite 100, Austin, Travis County, Texas (referred to in this Contract as "Seller ") and the CITY OF ROUND ROCK, a Texas Home Rule City of 221 E. Main St. Round Rock, Williamson County, Texas (referred to in this Contract as "Purchaser "), upon the terms and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract of land containing approximately 12.980 acres of land situated in Williamson County, Texas, being more particularly described as follows: 12.980 acres of land, more or less, out of the David Curry Survey, Abstract No. 130 in Williamson County, Texas, and being more fully described by metes and bounds in Exhibit "A" attached hereto and made a part hereof; together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights -of -way (all of such real property, rights, and appurtenances being referred to in this Contract as the "Property "), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. 2.01. The purchase price for the Property shall be the sum of Seven Hundred Ninety -one Thousand, Five Hundred Seventy -two and 32/100 Dollars ($791,572.32). Notwithstanding the foregoing, if the survey of the Property to be furnished by Seller to Purchaser, as provided below, reflects that the number of square feet comprising the Property is more or less than 565,408.80, the purchase price is to be increased or reduced by the product ARTICLE II PURCHASE PRICE Amount of Purchase Price ® PPDeektop\:: ODMA/ WORLDOX/ O:/ WOOX /CORR /GNL /PDLANDPU /GRENHILL /00014 ;4.WPD /ale 0-68-AQ 131-11J of $1.40 times the number of square feet of the Property more or less than 565,408.80. Payment of Purchase Price 2.02. The Purchase Price shall be paid in cash at the closing. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transaction contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the closing). Preliminary Title Commitment 3.02. Within thirty (30) days after the date hereof, Seller, at Seller's sole cost and expense, shall have caused Stewart Title Company, 100 Congress Avenue, Austin, Texas (the "Title Company ") to issue a preliminary title report (the "Title Commitment ") accompanied by copies of all recorded documents relating to easements, rights -of -way, etc., affecting the Property. Purchaser shall give Seller written notice on or before the expiration of ten (10) days after Purchaser receives the Title Commitment that the condition of title as set forth therein is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser, provided however that in no event shall Seller be obligated to expend any money or file any lawsuit in order to eliminate or modify any such matters. In the event Seller is unable to do so within ten (10) days after receipt of written notice, Purchaser shall have the option, exercisable at any time within seven (7) days after the expiration of such ten (10) day period, to declare this Contract to be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser. Purchaser's failure to give Seller this written notice within such seven (7) day period shall be deemed to be Purchaser's acceptance of the Title Commitment and approval of all matters shown thereon. Survey 3.03. Within thirty (30) days from the date hereof, Seller, at Seller's sole cost and expense, shall cause to be delivered a current plat of survey of the Property, prepared by a duly licensed Texas land surveyor . Such survey may be a current update of an existing survey of the 2 Property. The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights -of -way on the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the property except as shown thereon and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. Notwithstanding the foregoing, in the event that Purchaser shall elect to terminate this Contract for any reason, then Purchaser shall reimburse Seller for the reasonable cost incurred by Seller in obtaining such survey. New Surveys and Tests 3.04. Within ninety (90) days after the date hereof Purchaser is granted the right to conduct surveys and tests, including, but not limited to, an environmental survey, engineering /architectural surveys and feasibility study of the Property, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, environmental survey, or other tests which may be deemed necessary to Purchaser or Purchaser's agents. If it should be determined by Purchaser in Purchaser's sole judgment that the Property is not suitable for the intended purposes, then and in this event, Purchaser may, on written notice to Seller received prior to ninety (90) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser. If the written notice is not received within this 90 day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. Purchaser shall promptly repair any damages or otherwise restore the Property to its original condition following any such entry upon or testing of the Property, and shall, to the maximum extent permitted by law, indemnify and hold harmless Seller on account of any claims, causes of action, damages or expenses (including attorney's fees) rising out of or relating to the acts of Purchaser, its agents, employees, contractors and consultants under the provisions of this Section 3.04. The foregoing obligations to repair and restore the Property and indemnify Seller shall survive any Closing under this Contract, and any termination of this Contract. 3 Miscellaneous Conditions 3.05. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. 3.06. In the event that Purchaser should terminate this Contract for any reason, Purchaser shall, simultaneously with such termination, deliver to Seller true, correct and complete copies of any and all reports, tests and other documents prepared by Purchaser or for its benefit, relating to the condition of the Property. ARTICLE IV CLOSING The closing shall be held at the office of the Title Company on or before December 20, 2002, or at such time, date, and place as Seller and Purchaser may agree upon (which date is herein referred to as the "closing date "). Seller's Obligations 4.01. At the closing Seller shall: (a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (i) General real estate taxes for the year of closing and subsequent years not yet due and payable; (ii) Any exceptions approved by Purchaser pursuant to Article III hereof; and (iii) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser a Texas Owner's Title Policy atSeller's sole expense, issued by Title Company, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed above, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy. 4 (c) Deliver to Purchaser possession of the Property. Purchaser's Obligations 4.02 At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 4.03 General real estate taxes for the then current year relating to the Property, shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All special taxes or assessments to the closing date shall be paid by Seller. Closing Costs 4.04 All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: Owner's Title Policy paid by Seller; Survey paid by Seller; Filing fees for deed paid by Purchaser; Filing fees for release(s) paid by Seller; Title curative matters, if any, paid by Seller; Attorney's fees paid by each respectively. ARTICLE V REAL ESTATE COMMISSIONS The only brokers who have been involved in the negotiation and consummation of this Contract are Ray Wilkerson Companies, Inc. and Landmark Properties. Conditioned on the closing of the sale contemplated by this Contract, a commission in the amount of three percent (3%) percent of the total sales price will be payable, to Ray Wilkerson Companies, Inc. and three percent (3 %) to Landmark Properties. This commission is to be payable in cash at the closing. If this Contract is terminated for any reason before closing, there will be no commission due or payable under the Contract. All real estate commissions will be the sole responsibility of Seller, and Seller agrees to indemnify and hold harmless Buyer from any claims for these commissions. Each of the parties represents to the other that it has not incurred and will not incur any liability for brokerage fees or agent's commissions in connection with this Contract other than the liability of Seller as set forth in this paragraph. 5 ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to the Title Company, the sum of Ten Thousand Dollars ($10,000.00), the Escrow Deposit, which shall be paid by the Title Company to Seller in the event Purchaser breaches this Contract as provided in Article VIII hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event Purchaser determines that the Property is not suitable for the intended purposes, and so notifies Seller as provided in Section 3.04, or one or more of the conditions to its obligations set forth in Article III have not been met, in the manner and as provided for in Article III, then the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser. ARTICLE VII BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser. Purchaser waives all other remedies in the event of a default by Seller under this Contract. ARTICLE VIII BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to (1) bring suit for damages against Purchaser; (2) enforce specific performance of this Contract against Purchaser or (3) receive the Escrow Deposit from the Title Company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in the event Seller elects such remedy. Seller waives all other remedies in the event of a default by Purchaser under this Contract. 6 ARTICLE IX MISCELLANEOUS Assignment of Contract 9.01. (a) This Contract may not be assigned without the express written consent of Seller. Survival of Covenants (b) Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. Notice (c) Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of the party. Texas Law to Apply (d) This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Parties Bound (e) This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction (f) In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. 7 Prior Agreements Superseded (g) This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence (h) Time is of the essence in this Contract. Gender (i) Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Property Condition (j) EXCEPT AS OTHERWISE SET FORTH IN THIS CONTRACT, AND THE SPECIAL WARRANTY TO BE CONTAINED IN THE DEED TO PURCHASER AT CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT, EXCEPT AS OTHERWISE SET FORTH IN THIS CONTRACT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS OR ORDERS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR ENDANGERED SPECIES. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, AND EXCEPT AS OTHERWISE SET FORTH IN THIS CONTRACT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR 8 TO BE PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT WITH RESPECT TO ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER WITH RESPECT TO THE PROPERTY WHICH WAS OBTAINED BY SELLER FROM A THIRD PARTY, SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS I5" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 9.01(j) SHALL SURVIVE THE CLOS1NG. 1 Dated this - day of September, 2002. SELLER: WM ACQUISI IONNS/S, INC. By: 8015 Shoal Creek Blvd., Suite 100 Austin, TX 78757 221 E. Main Street Round Rock, Texas 78664 9 BEING ALL OF THAT CERTAIN TRACT OR PARCEL OF LAND OUT A PART 0? THE DAVID CURRY SURVEY, ABSTRACT NO. } „SITUATED IH THE CITY OF ROUND ROCK, WILLIAMSON 1 CObf TY, TEXAS, SAID TRACT. OF LAND BEING MORE PARTICULARLY DESCRIBED AS BEING OUT OF AND A PART OF THAT CERTAIN TRACT OF LANR CONVEYED TO TOM E. NELSON, JR , TRUSTER, AND THOMAIL RANCIS, TRUSTEE, FOUND OF RECORD IN VOLUME • 1005 PACCE 5990VILLIAMSON COUNTY, TEXAS DEED RECORDS; 8A1D ;'RACT'.OF LAND BEING 12.980 ACRES OF LAND MORE FIII. Y'M,DESCRIBED BY METES AND BOUNDS AS FOLLOWS: . Z' r R point being BEGINNING, at an km a the of Lot 1, B M lock , CrystdPatk, aadpdivldao of a � Slides 1 149, WlD4eum Cooney, Texas PW Record also4ielog the no� of Pupal HE North Section 3, a subdir alaa of teased In Cabinet F,'SIIdca 176 -117, of acrid Plat Records for the northeast comer of the herein described tract THENCE. following dam west Sae of cold Cbapd HID Section 3, sane being the eat line of said NelsadFraodi tract tad the cast line ooh heetaehaaribed tract, S 19°t349” B, 111.23 feat to IA iron pin set, for the southeast comer oft he herein rfe+aibed tram THENCE, leaving said line, S.70 W, 704.32 feet to alien pin set on the out right-of-way Bete of GaseaWU mire, em misting 60' right-of wan for rost0ewect comer of the herein daoribed tea THENCE, eglowInS sill e+ey' Wes er the woe Um of said NehotYFtaaaiu tract. the iblloadng duce (3) eeatsa and diataooa. iumbacd 1 th vn&a 3, ' 1. N 19 W, 54120 feet to as Ian pitilatmd satin hesitating eta area, . 2. veldt a curve to the tight having a radius aF 374.90 feet, as arc length of 241.41 feet, and whose chord bees 14 00 W. 23733 fax to en iron pin found at the end of said MVO, 3. N 17 R 56.49 feet to an iron pin >baad at the southwest comer of said Lot I, Block "F', for tls, northwest comer of the herds dascdbed tract, THENCE, 1oiowbg the toah II o d said Crystal Park, saw being the cords Bat of aid NelsailFroseh tract. 14 70052'20" U 591.99 less to do POINT OF BEGINNING containing 12.980 Aora Mend. and these Strld notes represent a urvey Raga:sal Pleteisional Lad Surveyor, do heauby certify the ground this date under my su xnblon sod that�comers are as shown. SURVEYED BY FIELD NOTES Dated, this the 13th day of January, 1994, A.D. BR 3401 Slaughter Auttin, Texas 71743 (512) 212 -0170 NO. 1112 URVEYINO COMPANY, INC. S 3 EXHIBIT nAu Property Address: /„2- do1S' UJdC(/rr V e v �30 $ /gr RECEIPT: Escrow Agent acknowledges receipt Earnest Money in t p of / ( /(J(/ the form of (cas 4WD representing earnest money bein Q deposited pursuant to the attached Earnest Money Contract. e/r/l6/1//7 NOTICE: Parties to the Earnest Money Contract and Representatives of the parties are advised that this Notice may differ from the terms of the Earnest Money Contract as it pertains to the title company and escrow agent; to -wit, Escrow Agent: (1) is not a party to the Earnest Money Contract, (2) has no liability on a recelpted check until the check has cleared, (3) shall not be liable for any interest or other charge on the Earnest Money and shall be under no duty to invest or to re- invest funds held by it at any time, (4) shall not be liable for any interest on earnest money required to be deposited in an interest bearing account until furnished with a completed W -9 form, (5) does not represent, and expresses no opinion on the allowable use or activity on the Property, (6) does not promise to deliver the Commitment within the time stated in the Earnest Money Contract, (7) requires that Buyer make written request of the Escrow Agent for copies of covenants and documents, and, moreover, (8) copying costs on requested documents may be a cost of closing or a charge against the earnest money as the case may be, and (9) in the event a transaction does not close, Escrow Agent may require a release signed by all parties prior to release of earnest money and, if no such release is forthcoming, may file an interpleader action with costs charged to the parties. STEWART TITLE AUSTIN, INC. AUSTIN CITY TEXAS 7�!/� /Z�✓ ESCROW RECEIPT AND NOTICE TO THE PARTIES STATE ZIP 78759 DATE: 9 Office Use Only 1. W -9 Received 2. IBA opened RUB 09 BREATHE ON THE PINK LOCK & KEY ICONS —COLOR WILL CHANGE ON AN AUTHENTIC CHECK —IF COLOR DOES NOT CHANGE D0 NOT ACCEPT CITY OF ROUND ROCK • 221 R MAIN STREET ROUND' ROCK, TX 78664 Phn. (512) 218 -5400 BANK OF AMERICA WICHITA PALLS, TEXAS 88 -130 1119 TX 044209 Date 06.Sep.2002 Pay Amount $10,000.00 * ** Pay * ** *TEN THOUSAND AND XX / 1011 US DOLLAR * * ** To The Order Of STEWART TITLE AUSTIN, INC 1313 Ranch Rd. 620 So. Austin, TX 78734 x'04420911• 1: LLL90L3021: 00233094 L9L8n' W f4 , k , e-it Check Date. 06 Sep 2002 Cherk No 044209 Invoice Number Invoice Date I Voucher 11) Grose Amount I Discount Available I Pald Amount 090402 04.Sep.2002 00068044 10,000.00 0.00 10,000.00