Court filing — N.D. Fla. No. 1:22-cr-00024 (Dkt. 34-1, N.D. Fla.)

Summary

Exhibit compilation, Document 34-1, filed January 30, 2023, in Case 1:22-cr-00024 in the N.D. Fla. It contains a letter dated September 22, 2022 from Patrick Walsh to a U.S. Probation Officer requesting authorization to temporarily relocate for work purposes, starting October 8 and running through the middle of December, and marked GOVERNMENT EXHIBIT. The letter says Shiloh Oil is the writer's present employer. A later page is a Warranty Deed with Vendor's Lien dated July 14, 2022, whose consideration refers to a note in the principal amount of $575,000.00. The last page is a Taylor County, Texas clerk's certificate of recording stamped 07/19/2022.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 1 of 42

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Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 2 of 42

Patrick Walsh
17370 NE 75 St
Williston, FL 32696
September 22, 2022

Mr. Minafield

U.S. Probation Officer

401 S.E. 1° Ave., Suite 228
Gainesville, FL 32601

Dear Mr. Minafield,

I would like to formally request your authorization to temporarily relocate for work purposes. As
discussed with the Court at my Initial Appearance (IA) on August 30", I travel for business
purposes to TN and Texas quite a bit and it often requires my extended stays especially in Texas.
TN is where our main airship hanger is located for the AirSign Airship Group and West Texas is
where the Oil Wells are located for Shiloh Oil, my present employer.

Starting in October of this year, we have some well projects taking place that require my onsite
supervision. I would like to formally request your authorization to temporarily relocate there
starting October 8" and running through the middle of December. The completion date is not
concrete, but we would be completed and back at our home in Florida prior to Christmas and
most likely by mid-December.

During our stay there I would have my family with me, and we would be staying at a company
provided house located at 1402 CR 161 Ovalo, TX 79541. My work area would be in West
Texas, predominantly in the Abilene and Sweetwater area, working specifically on oil and gas
wells. At anytime if I was needed in Gainesville for a meeting with a few days’ notice I could fly

back and would be available for any in person meetings upon request.

The Chief Operating Officer of Shiloh Oil is Greg Jacobs and his contact is Greg@Shilohoil.com
440-812-5100 or 352-353-4799

I still can stay in close contact with you and continue to check in every Monday morning as well.

Sincerely,

g GOVERNMENT
EXHIBIT

CC: Attorney Nicole Waid (nicole.waid@FisherBroyles,com)
David Lazarus (dlazarus@verrill-law.com)
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 3 of 42

2022-15226 07/19/202203:44PM Total Pages: 5

220839F
WARRANTY DEED WITH VENDOR'S LIEN
Date: July 14, 2022
Grantor: James M. Bell and Megan B. Myers/Béll, hiishahd and
wife
Grantee: 1402 CR 161 LLC, a Texas |i iability company
Grantee's Mailing Address: 12 NW 5" Place
Williston, FL 32 7,
Consideration:

Cash and a note executed by Grantee and payable to the ‘order of HAS Reinsurance Company LTD,
Anderson Family Trust c/o Kurt Anderson, Trustee, and CRF Commercia cca Fund }I, LLC with Copper River
Funding, LLC, acting as Administrative Agent in the principal amount oF ivé ndred /Seventy-Five Thousand and
00/100 Dollars ($575,000.00). The note is secured by a vendor's lien and superior-+title retained in this deed in favor
of HAS Reinsurance Company LTD, Anderson Family Tr fo Kar Anderson, Trustee, and CRF Commercial

s

Bridge Fund II, LLC with Copper River Funding, LLC, acting inistrative Agent and by a deed of trust from
Grantee to Copper River Funding, Trustee. HAS Reinsurance Company LTD, Anderson Family Trust c/o Kurt
anitor

Anderson, Trustee, and CRF Commercial Bridge Fun opper River Funding, LLC, acting as

a
Property. The vendor's lien and superior title_to the Fo
Company LTD,. Anderson Family Trust c/o Ku dérso
with Copper River Funding, LLC, acting as Adm tive

Administrative Agent at Grantee's request, has paid in gh or a portion of the purchase price for the

te ained for the benefit of HAS Reinsurance
re and CRF Commercial Bridge Fund I, LLC
d are transferred to that party without recourse

on Grantor.
Property:
BEING 34.90 acres ow; the J. KJ rvey No. 474, Abstract No. 193, Taylor County,
Texas, said 34.90 acres ofthat-same 34.91 acre tract described in Instrument No.
' i otds, Taylor County, Texas and being more particularly
described as follows:

i. ebar found in Taylor County Road No. 161 on the EBL of said Survey
rtheast tomer of a 7.72 acre tract recorded as Tract 1 in Instrument No.
ublio Records, Taylor County, Texas for the southeast corner of this tract,
asher found in the intersection of said county road and Taylor County
east corner of said survey No. 474 bears S0°52'20"W 501.07 feet;

No. 474 at the_no
2018-20607, i

0°51'36"E at 593.29 feet pass a 1/2" rebar found and continue along for a total
ce of 1090.23 feet to a point on the NBL of said Survey No. 474 at the northeast corner of
5.39 acre tract for the northwest comer of this tract, whence an existing 2” pipe fence

HENCE N85°28'55"E 1397.59 feet to a 1/2" rebar found in Taylor County Road No. 161 at
the northeast corner of said Survey No. 474 for the northeast corner of this tract;

W. Deed with Vendor'
arranty Deed with Vendor's Lien GOVERNMENT
EXHIBIT
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 4 of 42

THENCE S0°52'20"W 1094.97 feet along Taylor County Road No. 161 and the EBL of said
Survey No. 474 to the place of beginning and containing 34.90 acres of land.

Reservations from Conveyance: oN

None.

Exceptions to Conveyance and Warranty:

assumed or subject to which title is taken; all presently recorded and validly exis ictonsNreservations,

other than Grantor, and other presently recorded and validly existing instruments,

Cars te gurve

surface fee estate, that affect the Property; and any state of facts that an agcur

efaph to be narrower

aud is cae herein by reference.
t

Grantor, for the Consideration and subject to the Reservations from Conveyayce and the Exceptions to
alin ing r with all of the following

use same; (iii) any and all mineral, wind, and
and all rights to the present or future use of

Property; (v) any and all rights and interest of Grant G a

dit
Property; and (vi) all right, title and interest of Grantar, (if any/ i an
ry and/all strips, gores, or pieces of property abutting,
ie owned or claimed by deed, limitations, or

ways, whether open or closed, affecting the
bounding, or which are adjacent or contiguous ¢
line, and (d) any and all reversionary interests in

and to the Property.

TO HAVE AND ee Property to Grantee and Grantee's heirs, successors and assigns forever.
Grantor binds Grantor and Gra heirs and stecessofsAo warrant and forever defend all and singular the Property

to Grantee and Grantee's heirs Nandsassigny against every person whomsoever lawfully claiming or to
¢ is to the Reservations from Conveyance and the Exceptions to

suc
claim the same or any pat
Conveyance and Warranly.

title to the Property are retained until the note described is fully paid
is deed shall become absolute.

The vendor's lien agains
according to its terms, at which ti

This instrunye
an original for all pu atories to this instrument sign different counterparts, the original signature pages

ses. Ifs
and corresponding ackn nese nt pages may be detached from each counterpart and all attached together to form
one me er dhiplicate ofiginal instrument.

equires, singy}sf nouns and pronouns include the plural.

Mégan B. Myers-Bel]

Warranty Deed with Vendor's Lien Page 2
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 5 of 42

2022-15226 Page3of5

STATE OF TEXAS }

COUNTY OF TAYLOR }

This instrument was acknowledged before me on this the 14th day of J
Megan B. Myers-Bell. =

{affix notary seal here}

LAURA MILLICAN
My Notary ID # 131115933
Expires May 4, 2025

REPARED IX THE LAW OFFICE OF:

AFTER RECORDING RETURN TO:
Bradshaw, Mc@all & Westbrook, PLLC 1402 CR 161 LLC

3417 ANE 12 NW 5"" Place

Bullitt ae 79606

Williston, FL 32696

Warranty Deed with Vendor's Lien Page 3
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 6 of 42

2022-15226 Page 4of5

RIELD NOTES
34.90 ACRE

BEING 34,90 acres out of the J. F. Johnson Survey No. 474, Abstract No. 193, Taylor

County, Texas, sald 34.90 acres being all of that same 34.91 acre tract described in In- fe
strument No. 2011-18232, Official Public Records, Taylor County, Texas and being more "Stig
particularly described as follows: ~

BEGINNING at a 1/2” rebar found in Taylor County Road No. 161 on the EBL of
Survey No. 474 at the northeast comer of a 7.72 acre tract recorded as Tract 1 in]
ment No. 2018-20607, Official Public Records, Taylor County, Texas for the southeast
comer of this tract, whence a PK nail with washer found in the intersectlon of said-count
road and Taylor County Road No. 162 at the southeast comer of said survey No-474
bears $0°52'20"W 501.07 feet; (

thwest ofan

THENCE $85°40'28"W 1396.92 feet to a 1/2" rebar found a
8.29 acre tract recorded as Tract 2 in Instrument No. 2018-20607; Official Public
ords, Taylor County, Texas and the southeast comer of a 25,39 acre tract recorded in In-
strument No. 2018-5661, Official Public Records, Taylor County, Texas for the south-

* west comer of this tract;

THENCE N0°51'36"E at 593.29 feet pass a 1/2" rebar found an along fora
total distance of 1090.23 feet to a point on the NBL of said Survey No. 474at the north-

east comer of said 25.39 acre tract for the no t corner of this tract, whence an exist-
ing 2” pipe fence corner post bears S47°30'W'0,5 oy,
rebar

THENCE N85°28'55"E 1397.59 feet to a 1/2" und in Taylor County Road No.
161 at the northeast corner of said we . 474 for thenonheast comer of this tract;
a

THENCE $0°52'20"W 1094.97 feet al to oad No, 161 and the EBL of
said Survey No. 474 to the plage yf beginning ow, ining 34.90 acres of land.

Surveyed on the ground April 26,
SEE ATTACHED PLAT

S

James L. Williams Jr.
R. P, L. S, #4885

Geotex Property Solutions
209 S. Ploneer Drive, Suite 2
Abilene, Texas 79605

(325) 677-6712

File # 108-08-22-34.90ac

Firm Registration No. 10194134
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 7 of 42

THE STATE OF TEXAS
COUNTY OF TAYLOR

| hereby certify that this instrument was FILED on the
date and the time stamped hereon by me and was duly
RECORDED in the Offiial Public Records of Taylor
County, Texas.

2022-15226 DE
07/19/2022 03:44:49 PM Total Fees: $38.00

Larry G. Bevill, County Clerk
Taylor County, Texas
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 8 of 42

> 2022-15227 07/19/2022 03:44PM ‘Total Pages: 23
STATE OF TEXAS \\
COUNTY OF TAYLOR ~~ \\
DEED TO SECURE DEBT AND SECURITY AGREEMENT =~.

~ \ } \
THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (hereinafied ere t mei Zz )
"Deed") is made and entered into this | 2 day of July 2022, by and between 1402.C 161 LLC, A
TEXAS LIMITED LIABILITY COMPANY, the party of the first part, as the-borrower (hereinafter
referred to as "Borrower"), and HAS REINSURANCE COMPANY LTD, ain uindivided'$2.1739%
interest, ANDERSON FAMILY TRUST, C/O KURT ANDERSON AS TR STEE, _ UNDIVIDED
26.0869% interest, and CRF COMMERCIAL BRIDGE FUND Ii, LLC, an undivided 21,7392%
interest, with COPPER RIVER FUNDING, LLC, acting as Le der’s At ministrative Agent, the party of
the second part, as the lender, its successors and or assigns, with a/mailing address of 1931 Humble Place
Dr., Ste 205, Humble, Texas 77338 (hereinafter referred to as “Hebden” )

WITNESSETH: tf

That for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable
consideration, the receipt and sufficiency whereof are. hereby acknowledged, and in order to secure the
indebtedness and other obligations of Borrower hereinafter set forth, and Borrower does hereby grant,
bargain, sell, convey, assign, transfer and set over unto Lenderand-the successors and assigns of Lender all
of the following described land and interests in land, estates, easements, rights, improvements, property,
fixtures, equipment, furniture, furnishings, applia ces and /Appirtenances (hereinafter collectively referred
to as the “Property"): i> S //

SEE EXHIBIT “A” ATTACHED

a. All those certain tracts, pieces, or parcels of land more particularly described in Exhibit
“A” attached hereto and by this refere: éemade a part heteof (hereinafter referred to as the “Land”); and

HERETO AND ANCORPORATED HEREIN,

b. All buildin s; Structures and impjoyements of every nature whatsoever now or hereafter
situated on the Land, and ait bas 0 elvcirt fixtures, radiators, heaters, engines and machinery, boilers,
ranges, elevators and motors, pltimbing and heating fixtures, carpeting and other floor coverings, washers,

__ dryers, water heaters, mirrors, ‘mantels, air, conditioning apparatus, refrigerating plants, refrigerators,
cooking apparatus and appaHeriances, window screens, awnings and stonn sashes, which are or shall be
attached to said buildings, structuires ‘or improvements and all other furnishings, furniture, fixtures,
machinery, equipment, appliances, vehivles and personal property of every kind and nature whatsoever now
or hereafter owned by Borrower and located in, on or about, or used or intended to be used with or in
connection with « did lion or enjoyment of the Property, including all extensions, additions,
improvements, wi rments, el and replacements of any of the foregoing and all the right, title and
interest of Borrower in Any suc furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles
and personal property subject to or covered by any prior security agreement, conditional sales contract,
chattel m gage.ot similar lien or claim, together with the benefit of any deposits or payments now or
hereafter tha by Borrower or on behalf of Borrower, all trade-names, trademarks, servicemarks, logos

and .goodwi lrelated thereto which in any way now or hereafter belong, relate or appertain to the Property

orany part thercof or are now or hereafter acquired by Borrower; and al) inventory, accounts, chattel paper,
documents, equipment, fixtures, farm products, consumer goods and general intangibles constituting

£\. proceeds’ chuired with cash proceeds of any of the property described hereinabove, all of which are hereby
; declared and shall be deemed to be fixtures and accessions to the freehold and a part of the Property as
be between the’ parties hereto and all persons claiming by, through or under them, and which shall be deemed
‘tobe a portion of the security for the indebtedness herein described and to be secured by this Deed. The

location of the above-described collateral is also the location of the Land.

g GOVERNMENT
g EXHIBIT

Deed to Secure Debt & Security Agreement Page
1402 CR 161 LLC

Initial Initial
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 9 of 42

2022-15227 Page 2 of 23

TOGETHER WITH all easements, rights-of-way, strips and gores of land, vaults, strects, ways,
alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles,
interests, privileges, liberties, tenements, hereditaments and appurtenances whatsoever, in any way
belonging, relating or appertaining to the Property or any part thereof, or which hereafter shall in-any w: \
belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Borrower and the: \
reversion and reversions, remainder and remainders, the rents, issues, profits and revenues Of the Property \\
from time to time accruing (including without limitation all payments under leases or tehancies> proceeds ; ))
of insurance, condemnation payments, tenant security deposits and escrow funds), anda Nhe estate, ight, ~~
title, interest, property, possession, claim. and demand whatsoever at law, as well as in equily;.of Borrower
of, in and to the same; reserving only the right to Borrower to collect the same so‘long as Borrower is not
in default hereunder. ( ff OS <—

TO HAVE AND TO HOLD the Property and all parts, rights; members and sppusdylnoe thereof,
to the use, benefit and behoof of Lender and the successors an ‘assign of Lender, INFEE SIMPLE
ized and possessed of the Property as

forever; and Borrower covenants that Borrower is lawfully
aforesaid, and has good right to convey the same, that the same jis iunencumbered cept for those matters
\ 7 part hereof, and that

expressly set forth in Exhibit "B" attached hercto and by this reference ma
Borrower does warrant and will forever defend the title thereto ‘against-the claims of all persons

whomsoever, except as to those matters set forth in said Exhibit "B" attached -héreto,

This conveyance is intended to operate and is tobe construed as a deed passing the title to the
Property to Lender and is made under those provisions of the existing laws of the State of Texas relating

to deeds to secure debt and not as a mortgage, and is givento seoure she following described indebtedness

(hereinafter referred to collectively as the “Indebtediiess”):

a) ‘The debt evidenced by tat éertain Peanssony Note (hereinafter referred to as the “Note,”
as same may be amended, modified, or assign d from time to’time and to which Note reference is hereby
made for all purposes) dated of even date herewith, made by Borrower, payable to the order of Lender in
the principal face amount of FIVE/ RUNDEED. SEVENTY-FIVE THOUSAND AND NO/100
DOLLARS ($575,000.00), with the fi nal payment being due on July 5, 2024; together with any and all

renewals and/or extensions of the inde tedness evidenced by the Note;
b) Any and all additionaladvances-madc by Lender to protect or preserve the Property or the

lien hereof on the Pr perty,, ordfor taxes} assessments, or insurance premiums as hereinafter provided
(whether or not the original Borrower remains the owner of the Property at the time of such advances); and

c) Any and all other indebtedness, however, incurred, which may now or hereafter be due and
owing from Borrower to’ Lender; now existing or hereafter coming into existence, however, and whenever
incurred or evidenced, whether ‘express or implied direct or indirect, absolute or contingent, or due or to
become due, and ( renewals, modifications, consolidations, and extensions thereof.

Should the indebtednegses secured by this Deed be paid according to the tenor and effect thereof
when the same shall become due and payable, and should Borrower perform all covenants herein contained
ina ad anner, then this Deed shall be canceled and surrendered.

MN“ Borrower hereby further covenants and agrees with Lender as follows:
ig / ARTICLE 1

a, ‘ _ 1, ) Payment of Indebtedness. Borrower will pay the Note according to the tenor thereof and
“\ the remaifider of the Indebtedness and all other sums now or hereafter secured hereby promptly as the same
‘shall become due.

Deed to Secure Debt & Security Agreement Page 2 of 17
1402 CR 16] LLC

Initial Initial
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 10 of 42

2022-15227 Page 3 of 23

1.02 Taxes, Liens, and Other Charges. \

\

a) Borrower shall pay, on or before the due date thercof, all taxes, assessments, cai a
license fees, permit fees, and all other charges (in each case, whether general or special, ‘ordinary- -OF,
extraordinary, or foreseen or unforeseen) of every character whatsoever (including all penalties-and interest.
thereon) now or hereafler levied, assessed, confirmed or imposed on, or in respect of, he hich. way bea
lien upon, the Property, or any part thereof, or any estate, right or interest therein, or upon the rentsi\ ssues,
income or profits thereof, and shall submit to Lender such evidence of the due and punetual aye fall
such taxes, assessments, and other fees and charges as Lender may require. ite

b) Borrower shall pay, on or before the due date ment é all t taxes assessments,

charges, expenses, costs, and fees which. "y

J

(i) insurance against loss or dam ge by fi ire, lightning, windstorm, hail,
explosion, riot, riot attending a strike, civil commotion, aircraft, Vehicles, smoke, v ndalism, and malicious
mischief and against such other hazard as, under good insurance practices, from time to time are insured
against for properties of similar character and location, the amounhof which i insuya ce shall be not less than
the greater of (A) the balance of the Indebtedness or (B) one hundred percent (, 400%) of the full replacement
cost of the Property without deduction for depreciation, and which policies of insurance shall contain
satisfactory replacement cost endorsements; Se Si

(ii) rent insurance against loss’ of income arising out of damage or destruction
by fire, lightning, windstorm, hail, explosion, riot, riotattendinga strike, civil commotion, aircraft, vehicles,
smoke, vandalism, and malicious mischief, and such Otlier hazards, 4s are presently included in so-called

"extended coverage in an amount not less, than one hung erent (100%) of one (1) year's gross rental
income from the Property”; and Sy “~ }

(iii) such other i insurance on the. Property or any replacements or substitutions
therefor endl in such amounts, as may from time to_time be reasonably required by Lender against other
insurable casualties which at the time are commonly ‘ingured against in the case of properties of similar
character and location, due regard being given, to the height and type of the improvements, their
construction, location, use, Ahd-ocpupancy, or any’ Sela or substitutions therefor.

b) ubueee is hereby authorized and empowered, at its option, to adjust or compromise
any loss under any ins(irdnce policies maintained pursuant to this Paragraph 1.03 and to collect and receive
the proceeds from any ‘such policy: or policies, Each insurance company is hereby authorized and directed
to make payment for all “such osses directly to Lender instead of to Borrower and Lender jointly. In the
event any insurance company fails, to disburse directly and solely to Lender but disburses instead either
solely to Borrower, orto- ae werand Lender jointly, Borrower agrees immediately to endorse and transfer
such proceeds to nder, Upon ithe failure of Borrower to endorse and transfer such proceeds as aforesaid,

Lender may soa tasuch endo rsements or transfers for and in the name of Borrower, and Borrower hereby
irrevocably pa Lender as Borrower's agent and atlomey-in-fact so to do. After deducting from said
insurance proceeds. allof-its @xpenses incurred in the collection and administration of such sums, including
attorneys! fees, Lender. may apply the net proceeds or any part thereof, at its option, (i) to the payment of
Ahe_ indebte ness hereby’ secured, whether or not due and in whatever order Lender elects, (ii) to the repair
“and/or. restoration of the Property or (iii) for any other purposes or objects for which Lender is entitled to
advancé-fund3~urider this Deed; all without affecting the lien of this Deed. Lender shall not be held
responsibléYor ariy failure to collect any insurance proceeds due under the terms of any policy, regardless
of the cates such failure.

Deed to Secure Debt & Security Agreement Page 3 of 17 “wm

1402 CR 161 LLC Initial Initial

2)
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 11 of 42

2022-15227 Page 4 of 23

c) At least thirty (30) days prior to the expiration date of each policy nated
pursuant to this Paragraph 1,03, a renewal or replacement thereof satisfactory to Lender shall be deliv re

to Lender. Borrower shall deliver to Lender receipts evidencing the payment for all such i insurance. paticiea\
and renewals or replacements. The delivery of any insurance policies hereunder shall constitute an,
assignment of all unearned premiums as further security hereunder. In the event of the foreclosure of this~

Indebtedness, all right, title, and interest of Borrower in and to all insurance policies th force shal
to the purchaser or Lender, as the case may be, and Lender is hereby irrevocably appointed by. Borrower as
attomney-in-fact for Borrower to assign any such policy to said purchaser or Lender, ‘as {he ease, yay be,
without accounting to Borrower for any unearned premiums thereon. (

Deed or any other transfer of title to the Property in extinguishment or partial het re MY the

1.04 Monthly Deposits. At the option of Lender and further to secure \the saps of the 1axes
and assessments referred to in Paragraph 1.02 and the premiums on‘the insurance, referred 163 in Paragraph
1,03, Borrower shall deposit with Lender on the due date of each installment under the Note, such amounts
as, in the estimation of Lender, shall be necessary fo pay such char; rges as they become due; said deposits to
be held by Lender, free of interest, and free of any liens or claims 0 the part of ¢ ¢reditors of Borrower and
as part of the security of Lender, and to be used by Lender to o\pay current faxes and assessments and
insurance premiums on the Property as the same accrue and are payable. Payment from said sums for said
purposes shall be made by Lender at its discretion and may be made even though such payments will benefit
subsequent owners of the Property, Said deposits shal} not'be, nor be deemed to be trust funds but may be
commingled with the general funds of Lender. If said deposits are insufficient to pay the taxes and
assessments and insurance premiums in full as the same bevonie payable, Borrower will deposit with
Lender such additional sum or sums as may be fequireds in order for Lender to pay such taxes and
assessments and insurance premiums in full. Upon any lefirult ‘In.the provisions of this Deed or the Note,
or any instrument evidencing, securing, orin any W yr lating t y ihe Indebtedness, Lender may, at its option,
apply for any money in the fund resulting fron aid leposits o the payment of the Indebtedness in such
manner as it may elect. ;

1.05 Condemnation. If all of, any prin oDthe Property shall be damaged or taken through
condemnation (which term when used in this Deed shall include any damage or taking by any governmental
or quasi-governmental authority and any® ‘transfer y private sale in lieu thereof, either temporarily or
permanently, then the entire’ Indebtedness shall, Att the option of Lender, immediately become due and
payable. Borrower, immediately upon obtaining knowledge of the institution, or the proposed,
contemplated, or thregteheddnstitution, of.any action or proceeding for the taking through condemnation
of the Property or any. part’ thereof, will notify Lender, Lender is hereby authorized, at its option, to
commence, appear in and /prosecute, ‘through counsel selected by Lender, in its own or in Borrower's name,
any action or proceeding relating to.any condemnation, and to settle or compromise any claim in connection
therewith. All such ‘Compensation, awards, damages, claims, rights of action, and proceeds and the right
thereto are hereby assigned ‘by Borrower to Lender, and Lender is authorized, at its option, to collect and
receive all such empensatin awards or damages and to give proper receipts and acquittances therefor
without any obligation.to- due stion the amount of any such compensation, awards or damages. After
deducting from said condemhation proceeds all of its expenses incurred in the collection and administration
of such i including attorneys' fees, Lender may apply the net proceeds or any part thereof, at its option,
Ai).to the ‘payment of thé Indebtedness, whether or not due and in whatever order Lender elects, (ii) to the
‘repair. and/or restoration of the Property and/or (iii) for any other purposes or objects for which Lender is
entitled ‘to advance funds under this Deed, all without affecting the security interest created by this Deed,
and any. ‘balance: ‘of such monies then remaining shall be paid to Borrower or any other person or entity
lawfully éntitled thereto. Borrower agrees to execute such further assignments of any compensation,
“awards, damages, claims, rights of action, and proceeds as Lender may require. If prior to the receipt by

My Lénder-of such award or proceeds, the Property shall have been sold on foreclosure of this Deed, or under

the- power of sale herein granted, Lender shall have the right to receive such award or proceeds to the extent

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of any unpaid Indebtedness following such sale, with legal interest thereon, whether or not a deficiency
judgment on this Deed or the Note shall have been sought or recovered, and to the extent of reasonable

counsel fees, costs and disbursements incurred by Lender in connection with the collection of such award\

or proceeds,

1.06 Care of Property. looms

a) Borrower will keep the buildings, parking areas, roads and walkways, recr Hae! 5

facilities, landscaping, and all other improvements of any kind now or hereafter erected on.the Land of any
part thereof in good condition and repair, will not commit or suffer any waste and will not do_or.suffer to
be done anything which will increase the risk of fire or other hazards to the Property or any partthereof or
which would or could result in the cancellation of any insurance policy carried We respecl)ig the Property,

b) Borrower will not remove or demolish nor_alter the structural’character of any

improvement located on the Land without the written consent ie pe

4

\
c) If the Property or any part thereof is dama ed by fire or Ye other cause, Borrower
will give immediate written notice thereof to Lender. “_~ J /

d) Lender or its representative is hereby authorized to-enter upon and inspect the
Property at any time during normal business hours. se,

e) Borrower will promptly comply with ail present and future laws, ordinances, rules,
and regulations of any governmental authority affecting the | Property or any part thereof.

f) If all or any part of the Proper ~shall be damaged by fire or other casualty,
Borrower will promptly restore the Property to the, equivalent-of its original condition. If a part of the
Property shall be damaged through condémnation, Hlobawee will promptly restore, repair or alter the
remaining portions of the Property in a manner Salisfactory‘to Lender. Notwithstanding the aforegoing,
Borrower shall not be obligated to so restore unless, in.cach instance, Lender agrees to make available to
Borrower (pursuant to a procedure sa {sfactory to\Lender) any net insurance or condemnation proceeds
actually received by Lender hrender gonnsotia eh such casualty loss or condemnation, to the extent
such proceeds are required\to’ defray, the expe nse of such restoration; provided, however, that the
insufficiency of any such insurance. or.condemnation proceeds to defray the entire expense of restoration
shall in no way relieve Borrower of ils.obligation to restore. In the event all or any portion of the Property
shall be damaged or destroyed. by fire or.other casually or by condemnation, Borrower shall promptly
deposit with Lender a sum equal tothéamount by which the estimated cost of the restoration of the Property
(as determined by Lender-in its good-faith judgment) exceeds the actual net insurance or condemnation
proceeds received by Lender in connection with such damage or destruction.

1.07 ic Conih cts Bic.

a) \. As additional collateral and further security for the Indebtedness, Borrower does
hereby assign-to Lender Borrower's interest in any and all leases, tenant contracts, rental agreements,
franchise/2 greements, ‘Management contracts, construction contracts, and other contracts, licenses, and

rmits’ OW or hereafter affecting the Property, or any part thereof. Borrower agrees to execute and deliver
<to> ender such additional instruments, in form and substance satisfactory to Lender, as may hereafter be
requested by.Lender further to evidence and confirm said assignment; provided, however, that acceptance
of any.stic assignment shall not be construed as a consent by Lender to any lease, tenant contract, rental
agreement, franchise agreement, management contract, construction contract, or other contract, license or

“permit, or to impose upon Lender any obligation with respect thereto, Without first obtaining on each

\ occasion the written approval of Lender, Borrower shall not cance} or permit the cancellation of any such

i. lease, tenant contract, rental agreement, franchise agreement, management contract, construction contract,
or other contract, license, or permit, or modify any of said instruments, or accept, or permit to be made, any

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prepayment of any installment of rent or fees thereunder (except for security deposits and the ‘usual

prepayment of rent which results from the acceptance by a landlord on the first day of each month ofthe
rent for that month). Borrower shall faithfully keep and perform, or cause to be kept and performed, all of
the covenants, conditions, and agreements contained in each of said instruments, now or hereaficrexistifig» \
on the part of Borrower to be kept and performed and shall at all times do all things necessary to. compel \
performance by each other party to said instruments of all obligations, covenants, and agfe¢ments bysuch ) |
other party to be performed thereunder. eo ) Sf

b) Borrower shall not execute an assignment of the income, rents; issues oF profits, or
any part thereof, from the Property unless Lender shall first consent to such a signment and Unless. such
assignment shall expressly provide that it is subordinate to the assignment confine in thi "Deed and any
assignment executed pursuant hereto or concerning the Indebtedness, % } }

c) Borrower shall furnish to Lender, withinfef (10) days after a request by Lender to
do so, a swom statement setting forth the names of all lessees snd Want of the Property, the terms of their
respective leases, tenant contracts, or rental agreements, the space occupied,) and the rentals payable
thereunder, and stating whether any defaults, off-sets or Ackesises bal hvauder or in’ connection with any of
said leases, tenant contracts or rental agreements. Any and all leases, tenant contracts, and rental agreements
affecting the Property shall provide for giving by the lessees or tenants thereunder of certificates with
respect to the status of such leases, tenant contracts;.or-rental agreements. Borrower shall exercise

Borrower's right to request such certificates within five (5) days of any demand therefor by Lender.

d) Each lease, tenant contrac fay ronjahagesdrient pertaining to the Property, or any
part thereof, shall provide that, in the event.of the enforcement by Lender of the remedies provided by law

or by this Deed, the lessee or tenant theréunder will, u f res est of Lender or any other person or entity
succeeding to the interest of Lender as a restit of such Snféreement, automatically become the lessee or
tenant of Lender or said successor in interest, without charige in the terms or other provisions of said lease,
tenant contract or rental agreement; proyided, however, that neither Lender nor any such successor in
interest shall be bound by (i) any pay ént of reftal or additional rental for more than one (1) month in
advance, except prepayments‘in the natute of secirity for the performance by said lessee or tenant of its
obligations under said leasé, tenant contract or rental agreement (and then only if such prepayments have
been deposited with arid dee ater the control of Lender); or (ii) any amendment or modification of said
lease, tenant contract /o rental agreement’ ade without the express written consent of Lender or said
successor in interest, babi toxeeienant contfact, and rental agreement pertaining to the Property shall also
provide that, upon requis by sald ‘Successor in interest, the lessee or tenant thereunder shall deliver an
instrument or instruments confitming stich attomment,

ey / Nowvithsianding any other provisions of this Deed, Borrower shall not hereafter
enter into any lease) tenant on ract, rental agreement, franchise agreement, management contract or other
contract, license or permit affecting the Property, or any part thereof, without the prior written consent of
Lender andexcept Upon the following conditions: (i) each such instrument shall contain a provision that
the right ‘of the-parties (hereunder are expressly subordinate to all of the rights and title of Lender under
Ahis Deed (ii) any*such instrument shall contain a provision whereby the parties thereunder expressly

“recognize-and. agree that, notwithstanding such subordination, Lender may sell the Property in the manner
provided in Article 2, and thereby, at the option of Lender, sell the same subject to such instrument; and

(iii) ator prior to’ the time of execution of any such instrument, Borrower shall, as a condition to such

2. execution, procure from the other party or parties thereto an agreement in favor of Lender, in form and
SO\ substance satisfactory to Lender, under which such party or parties agree to be bound by the provisions of

Article 2, régarding the manner in which Lender may foreclose or exercise the power of sale under this

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f) Borrower hereby directs any tenant in possession of the Property at any ti ne to
pay its rent and all other sums due and payable under its lease agreement directly to Lender at such iineies
Lender notifies such tenant that an Event of Default has occurred under this Deed and is continuin 2
Borrower hereby releases any tenant complying with such directions from any liability to ey ater

\

\

result of such payments to Lender. Lender's receipt of such payments shall not constitute an-assumption of. a

Borrower's obligations to any such tenant under its lease agreement or otherwise ( ( 0.
. \

1.08 Security Agreement,

a) Insofar as the machinery, apparatus, equipment, fittings, fixtures, Wine ede
and materials, and articles of personal property either referred to or described jt his Reed onin any way
connected with the use and enjoyment of the Property is concerned, this Deed i ereby niade and declared
to be a security agreement, encumbering each and every item of personal property included herein, in
compliance with the provisions of the Uniform Commercial Code as enacted in the State whierein the Land
is situated, A financing statement or statements reciting this Deed to be a security agreement, affecting all
of said personal property aforementioned, shall be executed by Borrower and) Lender and appropriately
filed, The remedies for any violation of the covenants, terms, nd conitons of the security agreement
herein contained shall be (i) as prescribed herein, (ii) as -ckandTbel. Bysgenertl ww, or (iii) as prescribed by
the specific statutory consequences now or hereafter enacted and specified in-said Uniform Commercial
Code, all at Lender's sole election, Borrower and Lenderagree that the filing of such financing statement(s)
in the records normally having to do with personal property shall never be construcd as in anywise
derogating from or impairing this declaration and hereby-stated intention of Borrower and Lender that
everything used in connection with the production of income from the Property and/or adapted for use
therein and/or which is described or reflected in ie ‘Deed, is, and-at all times and for all purposes and in
all proceedings both legal or equitable shall be, dard A, art of the real estate irrespective of whether
(i) any such item is physically attached-to’ the improv “ments (i) serial numbers are used for the better
identification of certain items capable of beirtg thus iden ified4n a recital contained herein, or (iii) any such
item is referred to or reflected in any such financing statément(s) so filed at any time. Similarly, the mention
in any such financing statement(s) of/the rights in and to (aa) the proceeds of any fire and/or hazard
insurance policy, or (bb) any award in eminent domain proceedings for a taking or for loss of value, or (cc)
Borrower's interest as lessor.in any prégcht ot future lease or rights to income growing out of the use and/or
occupancy of the Beaperi whether pursuant-to fedse or otherwise, shall never be construed as in anywise
altering any of the rights of Lefer as determined by this instrument or impugning the priority of Lender's
lien granted hereby or y any other recorded document, but such mention in such financing statement(s) is
declared to be for the.p téotion-of Lenderin the event any court shall at any time hold with respect to the
aforegoing (aa), (bb) of (cc), that notice, of Lender's priority of interest to be effective against a particular

class of persons, must bé filed in the Uniform Commercial Code records.

)_ Borrower Avarrants that (i) Borrower's (that is, “Debtor's”) name, identity or
corporate src and residénce or principal place of business are as set forth in Subparagraph 1.08(c)
hereof; (ii) Bo ‘ower ci “Debtor”) has been using or operating under the said name, identity or
corporate structure without change for the time period set forth in Subparagraph 1.08(c) hereof; and (iii)
the locatio -of the. collateral is upon the Land. Borrower covenants and agrees that Borrower will furnish
Lender.) th notice of any change in the matters addressed by clauses (i) or (iii) of this Subparagraph 1.

£-08(b) within thirty (30) days of the effective date of any such change and Borrower will promptly execute

“any finanving statements or other instruments deemed necessary by Lender to prevent any filed financing

statement from becoming misleading or losing its perfected status.

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c) The information contained in this Subparagraph 1.08(c) is provided in ordér Yhat
this Deed shall comply with the requirements of the Uniform Commercial Code, as enacted in the State of

Texas, for instruments to be filed as financing statements. The names of the “Debtor” and the- Seared
|

Party,” the identity or corporate structure and residence or principal place of business of “Debtor,”-and't i

lime period for which “Debtor” has been using or operating under said name and identity or-corporate—

structure without change, are as set forth in Schedule I of Exhibit “C” attached hereto ont y this-reference
made a part hereof, the mailing address of the "Secured Party" from which informati converte the
security interest may be obtained, and the mailing address of “Debtor,” are as set forth int Schedule 29 said
Exhibit “C” attached hereto; and a statement indicating the types, or describing the items, of collateral is

set forth hereinabove. VA
{ ) i

1.09 Further Assurances; After Acquired Property. At anytime, a d\from tile to time, upon
request by Lender, Borrower will make, execute and deliver or ¢ fise to be made, executed and delivered
to Lender and, where appropriate, cause to be recorded and/or filed and from timig to time thereafter to be
re-recorded and/or refiled at such time and in such offices a laces as shal be deemed desirable by
Lender, any and all such other and further deeds to secure debt, ecurity agreements, financing statements,
continuation statements, instruments of further assurance, certificatesand other’ documents as may, in the
opinion of Lender, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and
preserve (a) the obligations of Borrower under the Noté-and under this Deed and (b) the lien of this Deed
as a first and prior lien upon and security title in and to all of the Properly, whether now owned or hereafter
acquired by Borrower. Upon any failure by Borrower so to do, Lender may make, execute, record, file,
rerecord and/or refile any and all such deeds to seoure debt, security agreements, financing statements,
continuation statements, instruments, certificates,/and dogutments for and in the name of Borrower and
Borrower hereby irrevocably appoints Lender the naent dn attormey-in-fact of Borrower so to do. The lien
hereof will automatically attach, without further act, to all af Feoguited property attached to and/or used

e
in the operation of the Property or any part tHercof \ ‘/

1.10 Expenses, Borrower will pay or reiinburse Lender, upon demand therefor, for all attomey's
fees, costs, and expenses incurred by ender in ay quit action, legal proceeding, or dispute of any kind in
which Lender is made a party oF appears ag party plaintiff or defendant, affecting the indebtedness secured
hereby, this Deed or the interest crented herein; Orthe Property, including, but not limited to, the exercise
of the power of sale contained ifpthis Deed, any condemnation action involving the Property or any action

to protect the securit ‘hereof; and any such amounts paid by Lender shall be added to the indebtedness

f

secured by the lien o \this.Deed: a

11 Estoppel Affiday. ts. Borrower, upon ten (10) days prior to written notice, shall furnish
Lender a written statement, duly acknowledged, setting forth the unpaid principal of, and interest on, the
indebtedness mu hereby nd Whether or not any offsets or defenses exist against such principal and

interest. ))

112 Subrogation: To the full extent of the Indebtedness, Lender is hereby subrogated to the
liens, clainis, and demands, and to the rights of the owners and holders of each and every lien, claim,
Aemand; oh otherencumbrance on the Property, which is paid or satisfied, in whole or in part, out of the

“proceeds-of the Indebiedness, and the respective liens, claims, demands, and other encumbrances shall be,

aid each of them is hereby, preserved and shall pass to and be held by Lender as additional collateral and
further security for the Indebtedness, to the same extent they would have been preserved and would have
been passed ta and held by Lender had they been duly and legally assigned, transferred, set over and

d may be satisfied and canceled of record.

. delivered unto Lender by assignment, notwithstanding the fact that any instrument providing public notice
of the sain

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1.13 Books, Records, Accounts, and Annual Reports, Borrower shall keep and maintain or wr
cause to be kept and maintained, at Borrower's cost and expense and in accordance with generally accept ed
accounting principles, proper and accurate books, records, and accounts reflecting all items of income a \
expense in connection with the operation of the Property and in connection with any services, equipment,
or furnishings provided in connection with the operation of the Property. Lender, by Lender's ageiits;-
accountants, and attorneys, shall have the right from time to time to examine such books, ; records, and
accounts at the office of Borrower or such other person or entity maintaining such io s, eon] and
accounts, to make copies or extracts thereof as Lender shall desire and to discuss Borrower's affairs,
finances and accounts with Borrower and with the officers and principals of Borrower,-at Such reasonable
times as may be requested by Lender. Borrower will furnish to Lender annually, within ‘pineiy. (90) days
after the end of Borrower's fiscal year a financial statement for the Property for such fiscal year compiled
by an independent certified public accountant satisfactory to Lender. contai ine profit and Joss statement
and all supporting schedules covering the operation of the Property, all-in reasonable detail, prepared in
accordance with generally accepted accounting standards cons isténtly mae abe and accompanied by the
unqualified opinion and certification of such independent cet ied public accoyntant who shall have
examined and certified the accuracy of such audit; and Borrower\will furnish tole der, at any time within
thirty (30) days after demand by Lender, unaudited statements, certified | by Borrower's principal financial
or accounting officer, covering such financial matters as Lender may Feasonably fequest, including, without
limitation, monthly operating statements with respecto ie Property.

1.14 Limit of Validity. Uf from any circumstances whatsoever fulfillment of any provision of this
Deed or the Note, at the time performance of such provision: shall be due, shall involve transcending the
limit of validity presently prescribed by any applicable. usury. stattite op any other applicable law, with regard
to obligations of like character and amount, then iG ¢ factothe obligation to be fulfilled shall be reduced to
the limit of such validity so that in no event shall any/ exaction: be possible under this Deed or under the
Note that is in excess of the current limit of such villidity, but s uch obligation shall be fulfilled to the limit
of such validity. The provisions of this Paragraph hs 4 ‘shall control every other provision of this Deed and
the Note, Cn

1.15 No Default Affidavits. At Lender's 1 eae all payments made under the Note or hereunder
shall be accompanied by thea ffidavit ot} Darrowmere a principal financial or accounting officer of Borrower,
dated within five (5) days wes fhe delivery of ‘such’ payment to Lender, swearing that he knows of no Default
(as hereinafter defined), of: ally circumstarice which after notice or lapse of time or both would constitute
a Default, which has ies cand i is contin ing or, if any such Default has occurred and is continuing,
specifying the nature an ees ‘of existence thereof and the action Borrower has taken or proposes to take
with respect thereto and} ept as otherwise specified, stating that Borrower has fulfilled all of Borrower's
obligations under this Deed wh which are required to be fulfilled on or prior to the date of such affidavit.

1.16 Use. and. Management of Property. Borrower shall at all times operate the Property in
accordance with dll applicable governmental requirements and zoning regulations and ordinances.
Borrower shail n t be Lee'9 to abandon the Property without the prior written consent of Lender.

LAT Conveyance of Property. Borrower hereby acknowledges to Lender that (i) the identity and
open Borrower were and continue to be material circumstances upon which Lender has relied in
eonnecti with, and which constitute valuable consideration to Lender for, the extending to Borrower of
Che. indebtedness evidenced by the Note and (ii) any change in such identity or expertise could materially
intpait-or jeopardize the security for the payment of the Note granted to Lender by this Deed, Borrower,
therefore; ovenants and agrees with Lender, as part of the consideration for the extending to Borrower of
the indebienes evidenced by the Note, that Borrower shall not encumber, pledge, convey, transfer or

KS . assign (iy) yan or all of the Property or any or all of Borrower's interest in the Property, or (ii) any beneficial
“Se. ‘Interest An/

orrower if Borrower is not a natural person, without the prior written consent of Lender nor
‘under arly terms, conditions, and provisions except those specifically set forth in any such consent by
Lender.

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1.18 Acquisition of Collateral. Borrower shall not acquire any portion of the personal rege y
covered by this Deed subject to any security interest, conditional sales contract, title retention arcanige ent,
or other charge or lien taking precedence over the security title and lien of this Deed. aN \

2.01 Events of Default. The terms “Default,” “Event of Default,” or “evehs of Ww Med
wherever used in this Deed, shall mean any one or more of the following events: oy )

a) Failure by Borrower to pay as and when due and pyle “anys portion: of the

Indebtedness; or ( ) iD
FA

b) Failure by Borrower to duly observe of meade any. other’ “term, covenant,
condition, or agreement of this Deed; or iA Pan

c) Failure by Borrower to duly observe or perform any tii ovenant, condition, or
agreement in any assignment of lease(s) or any other agreement now ‘or hereafter evidencing, securing, or
otherwise relating to the Note or this Deed or the Indebtedness; or a.

a

d) The occurrence of a default Ye an event of default under any loan agreement,
assignment of leases, or any other agreement now or hereafter Peyidencing, securing, or otherwise relating
to the Note or this Deed or the Indebtedness; or a:

e) Any warranty 0 of Boro ooita ty on this Deed or any other instrument,
document, transfer, conveyance, assign ra or veicrt ait given by Borrower with respect (o the
Indebtedness proves to be untrue or misleading in any ge beripl respect; or

f) The filing by Borrower on any aabaee or guarantor of the Note of a voluntary
petition in bankruptcy or the filing by Bofrower of any / sch endorser or guarantor of any petition or answer
seeking or acquiescing in afitly reorganization, )afrangement, composition, readjustment, liquidation,
dissolution, or similar relief for itself under any présent or future federal, state or other law or regulation
relating to bankruptcy, | 4 solvency or “other-reli¢f for debtors, or Borrower's or any such endorser's or
guarantor’s secking or ¢ senting, tc to or Pacquiescing i in the appointment of any trustee, receiver or liquidator
of Borrower, such ent sors ‘or f guatantor, or of all or any substantial part of the Property or of any other
property or assets of Borrower, such. endorser or guarantor, or of any or all of the income, rents, issues,

profits or revenues thereof, or the making by Borrower, or any such endorser or guarantor, of any general
assignment for the benefit-of ‘Breton or the admission in writing by Borrower, or for any such endorser
or guarantor, of i org to pay> its debts generally as they become due or the commission by Borrower
or any such endo Yor ot njor of an act of bankruptcy; or

-, iling ofa petition against Borrower, or any endorser or guarantor of the Note,
seeking an jr Tovepnegaatan, arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under rany preseiit or future federal, state, or other law or regulation relating to bankruptcy, insolvency
Cor other relief for debtors, or the appointment of any trustee, receiver or liquidator of Borrower, or any such
endorser of guarantor or of all or any substantial part of the Property or any or all of the income, rents,
issues, pro its Or.revenues thereof unless such petition shall be dismissed within thirty (30) days after such

ws filing, bat vay event prior to the entry of an order, judgment or decree approving such petition; or

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h) The Property is subjected to actual or threatened waste, or any part thereof i is
removed, demolished, or altered without the prior written consent of Lender; or (i) Borrower or any endorser
or guarantor of the Note (if a corporation) is liquidated or dissolved or its charter expires or is revoked,
Borrower or such endorser or guarantor (if a partnership, limited liability company or business Jeociation), \
is dissolved or partitioned, or Borrower or such endorser or guarantor (if a trust) is terminated-or expires;- ‘
or Borrower or such endorser or guarantor (if an individual) dies. ( mee NN

2.02 Acceleration of Maturity. If an Event of Default shall have occurred and ‘be cont}uhing,
then the entire indebtedness secured hereby shall, at the option of Lender, immediately become due and
payable without notice or demand, time being of the essence of this Deed; an omission on: the. ‘part of
Lender to exercise such option when entitled to do so shall be construed as a it er of suc he ne

2.03 Right to Enter and Take Possession. —

a) If an Event of Default shall have whew and be cong, Borrower, upon
demand of Lender, shall forthwith surrender to Lender the actua possession of t a rogny and if, and to
the extent, permitted by law, Lender itself, or by such officers oragents as it m vappaint may enter and
take possession of all the Property without the appointment of a receiver, or an fe therefor, and
may exclude Borrower and its agents and employees’wholly therefrom, ‘and may have joint access with
Borrower to the books, papers, and accounts of Borrower. \

b) If Borrower shall for any reason-fail to surrender or deliver the Property or any part
thereof after such demand by Lender, Lender may 5 obtain wal judgment for decree conferring upon Lender the
right to immediate possession or requiring Borros iver to’« deliver ‘immediate possession of the Property to
Lender, to the entry of which judgment or decree Baroy r ri wy specifically consents. Borrower will pay

1o Lender, upon demand, all expenses of obtaining Audginent or decree, including reasonable
compensation to Lender, its attorneys, and agents; and al sack expenses and compensation shall, until paid,
be secured by the lien of this Deed. = 4.--—/

{ / AW

c) Upon ‘eyery dl entering Upon or taking of possession, Lender may hold, store,

use, operate, manage and pol dhe, Property.and ¢onduct the business thereof, and, from time to time (i)
make all necessary and pro er/ maintenance, repairs, renewals, replacements, additions, betterments and
improvements thereto/ anid thereon andsptirchase or otherwise acquire additional fixtures, personalty and
__ other property; (ii) ingure of. eep the, Properly insured; (iii) manage and operate the Property and exercise
all the rights and powers of Borrower to.the same extent as Borrower could in its own name or otherwise
with respect to the same; ama tn enter-into any and all agreements with respect to the exercise by others
of any of the powers herein gr rante rani all as Lender from time to time may detennine to be in its best
interest. Lender Raed réceive all the rents, issues, profits, and revenues from the Property,
including those oe -due as Well as those accruing thereafter, and, after deducting (aa) all expenses of taking,
holding, managi and oper ing the Property (including compensation for the services of all persons
employed for such» purposes); (bb) the cost of all such maintenance, repairs, renewals, replacements,
pores pemenees, improvements, purchases, and acquisitions, (cc) the cost of such insurance; (dd)
Auch tax sessments,and other similar charges as Lender may at its option pay; (ee) other proper charges
< upon the. Property or ‘way part thereof; and (ff) the reasonable compensation, expenses and disbursements
of-the attorneys: nd agents of Lender, Lender shall apply the remainder of the monies and proceeds so
received’ Lender, first to the payment of accrued interest and second to the payment of overdue
installments \of principal. Anything in this Paragraph 2.03 to the contrary notwithstanding, Lender shall not

> _ be obligated to discharge or perform the duties of a landlord to any tenant or incur any liability as a result

~ of the exercise by Lender of its rights under this Deed. Lender shall be liable to account only for the rents,
‘income,. issues, profits, and revenues actually received by Lender.

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d) Whenever all that is due upon such interest, deposits, and principal installments
and under any of the terms, covenants, conditions, and agreements of this Deed, shall have been paid\an

all Events of Default made good, Lender shall surrender possession of the Property to Borrower, ‘Hts\
successors or assigns. The same right of taking possession, however, shall exist if any subsequent Event of.

Default shall occur and be continuing.

observance of any term, covenant, or condition of this Deed, Lender may, at its option, pay, per or
observe the same, and all payments made or costs or expenses incurred by Lender in connection therewith,
shall be secured hereby and shall be, without demand, immediately repaid by Borrowerto Letider with
interest thereon at the Default Rate of Interest provided in the Note, Lender shall be the’sole judge of the
necessity for any such actions and of the amounts to be paid. Lender is hereby\e powered \p enter and to
authorize others to enter upon the Property or any part thereof for the purpose of performing or observing
any such defaulted term, covenant or condition without thereby b coining liable to Borrower or any person

in possession holding under Borrower. \ \

2.05 Receiver. If an Event of Default shall have occurred and be pontinitaa, Lender, upon
application to a court of competent jurisdiction, shall be entitled as amatter of sttict right without notice
and without regard to the occupancy or value of any security for the-indebtedriess secured hereby or the
solvency of any party bound for its payment, to the appointment of a receiver to take possession of and to
operate the Property and to collect and apply the rents, issites, profits and revenues thereof, The receiver
shall have all of the rights and powers permitted under the laws-of the state wherein the Land is situated.
Borrower will pay to Lender upon demand all expenses, inicluding receiver's fees, attorney's fees, costs, and

agent's compensation, incurred pursuant to the pr, Pe ean 2,05; and all such expenses

2.04 Performance by Lender, If Borrower shall default in the ae: , OL

(

shall be secured by this Deed. ty \ \ r /
a) Ifa Default shall have, occurred, Lender, al its option, may sell the Property or any

part of the Property at one or more publi¢ salé or ales before the door of the courthouse of the county in
which the Land or any part of the Land is sate , to the highest bidder for cash, in order to pay the
Indebtedness, and all expense. of sale andof all p oceedings in connection therewith, including attorncys'
fees in the amount of fifteen percént (15%) of the unpaid principal and interest, after advertising the time,
place and terms of sale once a week for Four (4) weeks immediately preceding such sale (but without regard
to the number of days) jn a Newspaper in which Sheriffs sales are advertised in said county. At any such
public sale, Lender may execute-and-deliver to the purchaser a conveyance of the Property or any part of
the Property in fee simp! With full ‘warranties of title, and to this end, Borrower hereby constitutes and
appoints Lender the agent arid attorney-in-fact of Borrower to make such sale and conveyance, and thereby
to divest Borrower of all right, title and equity that Borrower may have in and to the Property and to vest
the same in the pyr haser or p rchasers at such sale or sales, and all the acts and doings of said agent and
attorney-in-fact fey aid and confirmed, and any recitals in said conveyance or conveyances as
to facts essential to a-valid salé shall be binding upon Borrower. The aforesaid power of sale and agency
hereby granted ‘are coupledwith an interest and are irrevocable by death or otherwise, are granted as
jot i the other remedies provided hereby or by law for the collection of the Indebtedness and shall
Mot be x usted by on¢ exercise thereof but may be exercised until full payment of all of the Indebtedness.
“In the event of.any sale under this Deed by virtue of the exercise of the powers herein granted, or pursuant
to any order in any judicial proceeding or otherwise, the Property may be sold as an entirety or in separate
parcels-ant.in stich manner or order as Lender in its sole discretion may elect. If Lender so elects, Lender
may sell the rn Con property covered by this Deed at one or more separate sales in any manner permitted

* “by the Uniform Commercial Code of the State of TEXAS. One or more exercises of the powers herein
“granted shall not extinguish nor exhaust such powers until the entire Property is sold, or the Indebtedness

isypaid in full. If the Indebtedness is now or hereafter further secured by any chattel mortgages, pledges,
contracts of guaranty, assignments of lease, or other security instruments, Lender may at its option exhaust

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the remedies granted under any of said security instruments either concurrently or independently, and in

such order as Lender may determine. \ ‘
b) Ifa Default shall have occurred, Lender may, in addition to and not i<nbrogatioh \

of the rights covered under Subparagraph 2.06(a), either with or without entry or taking possession as heréin~. \
provided or otherwise, proceed by a suit or suits in law or equity or by any other appropri sei or ) )
remedy (i) to enforce payment of the Note or the performance of any term, covenant, cortditlon oragteement </
of this Deed or any other right and (ii) to pursue any other remedy available to it, all asLender arly sole
discretion shall elect. So NOS

2.07 Purchase by Lender. Upon any foreclosure sale, Lender om bid for a d purcliasé the

Property and shall be entitled to apply all or any part of the indebtedness gecu ed‘hereby s/a credit to the

purchase price. / ieee tet

2.08 Application of Proceeds of Sale. \n the event ie foreclosure sale of the Property, the
proceeds of said sale shall be applied, first, to the expenses of such sale and of all pr ceedings in connection
therewith, including attorney's and (rustce’s fees, then to insurance premiums, lidns, assessments, taxes and
charges including utility charges advanced by Lender, then to the payment of the outstanding principal
balance of the indebtedness secured hereby, then to the accrued interest on all of the foregoing, and finally
the remainder, if any, shall be paid to Borrower or the person or entity lawfully entitled to same,

2.09 Borrower as Tenant Holding Over An the. event of any such foreclosure sale by Lender,
Borrower shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or
purchasers at such sale or be summarily digpossesdd adcordin z tO provisions of law applicable to tenants
holding over. SS no Wf ( ) }

2.10 Waiver of Appraisement,. Vajiation Stay; Extension, and Redemption Laws, Borrower
agrees to the full extent permitted by law ‘that in case of a,default on the part of Borrower hereunder, neither
Borrower nor anyone claiming through or undert) shall or will set up, claim or seek to take advantage of
any appraisement, valuation Stay, ext nsion, homestead, exemption or redemption laws now or hereafter
in force, in order to prevent or hidder the enforcément or foreclosure of this Deed, or the absolute sale of
the Property, or the final and.ab: olute putting into possession thereof, immediately after such sale, of the
purchasers thereat, and Borroweér, for itself d all who may at any time claim through or under it, hereby
waives to the full extent that if may lawfully $0 do, the benefit of all such laws, and any and all right to have
the assets comprised inthe'seourity intended to be created hereby marshaled upon any foreclosure of the
lien hereof, vw Vv

21) & aiver of, Homestead. Borrower hereby waives and renounces all homestead and
exemption i oni far by the Constitution and the laws of the United States and any state in and to
the Property as against the ¢ ection of the Indebtedness or any part thereof.

i 2 ~Léases. Lender, at its option, is authorized to foreclose this Deed subject to the rights of
any tena if of the Property. The failure to make any such tenants parties to any such foreclosure proceedings
q aiid to foreclose their Fights will not be, nor be asserted to be by Borrower, a defense to any proceedings
instituted by Lender to collect the Indebtedness.

Ps, 2.13 Discontinuance of Proceedings, In case Lender shall have proceeded to enforce any right,
SO\, power le od under this Deed by foreclosure, entry or otherwise or in the event Lender commences
“S\advertising/of the intended exercise of the sale under power provided hereunder, and such proceeding or
“advertisement shall have been withdrawn, discontinued or abandoned for any reason, or shall have been
determined adversely to Lender, then in every such case (i) Borrower and Lender shall be restored to their

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former positions and rights, (ii) all rights, powers and remedies of Lender shall continue as if no, uh
proceeding had been taken, (iii) each and every Default declared or occurring prior or subsequent to bu h
withdrawal, discontinuance or abandonment shall and shall be deemed to be a continuing Default-and (i )s \\
neither this Deed, nor the Note, nor the Indebtedness, nor any other instrument concemed therewith, shall

be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinuance. or\ \
abandonment; and Borrower hereby expressly waives the benefit of any statute or rule of aw now Pe ided, ) }
or which may hereafter be provided, which would produce a result contrary to or in confl a the above, “7

2.14 Remedies Cumulative. No right, power, or remedy conferred upon or reserved to ‘aiid
by this Deed is intended to be exclusive of any other right, power, or remedy, but each and every such right,
power, and remedy shall be cumulative and concurrent and shall be in addition \to any oy right> power
and remedy given hereunder or now or hereafter existing at law or in ‘equity or hy’ statute

2.15 Waiver.

a) No delay or omission of Lender or wll holder of the oe to exercise any right,
power, or remedy accruing upon any default shall exhaust or imype air any such t, power or remedy or
shall be construed to be a waiver of any such default or scuiescengs therein, an every right, power, and
remedy given by this Deed to Lender may be exercised from time to time ands often as may be deemed
expedient by Lender. No consent or waiver, expressed ¢ orimplied, by Lender to or of any breach or default
by Borrower in the performance of the obligations thereof, hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance of the same or any other obligations
of Borrower hereunder, Failure on the part of Lender't to > complain of any act or failure to act or to declare
an Event of Default, irrespective of how long such failureye ntinues, -¢hall not constitute a waiver by Lender
of its rights hereunder or impair any right, pow rg, , ork médies’of Lender consequent on any breach or
default by Borrower. vi }

b) If Lender (i) grants forbearance. orn extension of time for the payment of any
sums secured hereby; (ii) takes other oy Additional security for the payment of any sums secured hereby;
(iii) waives or does not exercise any right granted h Kerein or in the Note; (iv) releases any part of the Property
from the lien of this Deed or, otherwise changes any of the terms, covenants, conditions or agreements of
the Note or this Deed; (v)’ eorsents to’ the filing of any map, plat or replat affecting the Property; (vi)
consents to the granting of ahy easement or other tight affecting the Property; or (vii) makes or consents to
any agreement subordinating the lien heréof, any such act or omission shall not release, discharge, modify,
change or affect the original, iabi lity. under. thie Note, this Deed or any other obligation of Borrower or any
subsequent purchaser of ‘the Property ‘or any part thereof, or any maker, co-signer, endorser, surety or
guarantor; nor shall any‘stich act or omission preclude Lender from exercising any right, power or privilege
herein granted or intended to beg granted i in the event of any default then made or of any subsequent default;
nor, except as otherwise exp ssly-provided in an instrument or instruments executed by Lender, shall the
lien of this Deed fb altered thereby. In the event of the sale or transfer by operation of law or otherwise of
all or any part of\the Prope y Lender without notice, is hereby authorized and empowered to deal with
any such vendee « or. transfere with reference to the Property or the indebtedness secured hereby, or with
— ° any. Of. the terms, covenants, conditions or agreements hereof, as fully and to the same extent

s it might deal with the original parties hereto and without in any way releasing or discharging any
ra nbs Obligations r undertakings.

“2. 16s. “Suits to Protect the Property, Lender shall have power (a) to institute and maintain such
suits sand proceedings as it may deem expedient to prevent any impainnent of the Property by any acts
which may be unlawful or any violation of this Deed, (b) to preserve or protect its interest in the Property

“Sand in the rénts, issues, profits and revenues arising therefrom, and (c) to restrain the enforcement of or

~\ Compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional
Or-otherwise invalid, if the enforcement of or compliance with such enactment, rule or order would impair
the security hereunder or be prejudicial to the interest of Lender.

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2.17 Lender May File Proofs of Claim. In the case of any receivership, insolvency, bankniptcy,
reorganization, arrangement, adjustment, composition, or other proceedings affecting Borrower), it
creditors, or its property, Lender, to the extent permitted by law, shall be entitled to file such proofs of claim\
and other documents as may be necessary or advisable in order to have the claims of Lender allowed4in, \
such proceedings for the entire amount due and payable by Borrower under this Deed at the-date of the. \
institution of such proceedings and for any additional amount which may become due pre: payable by ) \
Borrower hereunder after such date. gay \ } <S/

2.18 WAIVER OF BORROWER'S RIGHTS. BY EXECUTION OF-THIS DEED/AND
BY INITIALING THIS PARAGRAPH 2.18, BORROWER EXPRESSLY;{A) ACKNOWLEDGES
THE RIGHT TO ACCELERATE THE INDEBTEDNESS EVIDENCED BY THE NOTE AND THE
POWER OF ATTORNEY GIVEN HEREIN TO LENDER TO-SELL THE PROPERTY BY
NONJUDICIAL FORECLOSURE UPON DEFAULT BY” BORROWER™-WITHOUT ANY
JUDICIAL HEARING AND WITHOUT ANY NOTICE OT {ER THAN SUCH NOTICE (IF ANY)
AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS DEED;
(B) WAIVES ANY AND ALL RIGHTS WHICH BORROWER MAY) HAVE UNDER THE
CONSTITUTION OF THE UNITED STATES (INCLUDING. THE FIFTH/AND FOURTEENTH
AMENDMENTS THEREOF), THE VARIOUS PROVISIONS OF THE CONSTITUTIONS FOR
THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, (1) TO
NOTICE AND RIGHT TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY LENDER OF
ANY RIGHT OR REMEDY HEREIN PROVIDED TO.LENDER, EXCEPT SUCH NOTICE (IF
ANY) AS IS SPECIFICALLY REQUIRED TO BE_ PROVIDED IN THIS DEED; AND (2)
CONCERNING THE APPLICATION, RIGHTS (OR: BENEFITS OF ANY STATUTE OF
LIMITATION OR ANY MORATORIUM, / ‘REINSTATEMENT, MARSHALING,
FORBEARANCE, APPRAISEMENT;/ VALt appt STAY, EXTENSION, HOMESTEAD,
EXEMPTION OR REDEMPTION LAWS;\(C) ‘ KNOWLEDGES THAT BORROWER HAS
READ THIS DEED AND ANY AND ALL QUESTIONS REGARDING THE LEGAL EFFECT OF
THIS DEED AND ITS PROVISION = EXPLAINED FULLY TO BORROWER AND
BORROWER HAS CONSULTED |WITH COUNSEL OF BORROWER'S CHOICE PRIOR TO
EXECUTING THIS DEED;»AND\(D) ACKNOWLEDGES THAT ALL WAIVERS OF THE
AFORESAID RIGHTS / OF “BORROWER HAVE BEEN MADE KNOWINGLY,
INTENTIONALLY AND WILLINGLY ‘BY BORROWER AS PART OF A BARGAINED FOR

LOAN TRAN ACT ROOST DEED IS VALID AND ENFORCEABLE BY LENDER
AGAINST BORROWER ,IN“ACCORDANCE WITH ALL THE TERMS. AND CONDITIONS

SN OY ARTICLE 3

3.01 St cessors. and AXsigns. This Deed shall inure to the benefit of and be binding upon
Borrower and Lender and their respective heirs, executors, legal representatives, successors, and assigns as
the context may permit or require, Whenever a reference is made in this Deed to Borrower or Lender, such

reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors,
and assigng of Bortower or Lender, as the case may be. The provisions of this Paragraph 3.01 are subject
Ao the restrictions on.transfer contained in Paragraph 1.17.

i, 3.02 ~S Terminology. All personal pronouns used in this Deed, whether used in the masculine,

feminine or neuter gender, shall include all other genders; the singular shall include the plural and vice

<\.__ versa, Titles;and Articles are for convenience only and neither limit nor amplify the provisions of this Deed

SON itself, and all references herein to Articles, Paragraphs, or subparagraphs thereof shall refer to the

SK ‘vorresponding Articles, Paragraphs, or subparagraphs thereof of this Deed unless specific reference is made
“to.such Articles, Paragraphs or subparagraphs thereof of another document or instrument.

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3.03 Severability, lf any provision of this Deed or the application thereof to any person\or
circumstance shall be invalid or unenforceable to any extent, the remainder of this Deed and the application

of such provisions to other persons or circumstances shall not be affected thereby and shall be gnforced to R\

the greatest extent permitted by law. my,

3.04 Applicable Law. This Deed shall be interpreted, construed, and enforced é a caihies to the \ \
laws of the state wherein the Land is situated. 3.05 Notices. Any and all notices, electi ns, or demands //

permitted or required to be made under this Deed shall be in writing, signed by the party- giving such notice,
election, or demand, and shall be delivered personally or sent by registered or certified. United Statés‘mail,
postage prepaid, to the other party at the address set forth below, or at such/other. address. within the
continental United States of America as may have theretofore been designated j in writing, The. <date of
personal delivery or the date of mailing, as the case may be, shall be the date eheueh mh election, or

demand. For the purposes of this Deed: =) a head
Borrower: 1402 CR 161 LLC,A rhe IMITED LIABILITY COMPANY
12 NW Sth Place ( \
Williston, Florida 32696\ i \ J} |
Lender(s): HAS REINSURANCE comet “ai

1810 Main Street.
McAlister, Oklahoria L450!

c/o Kurt ANDE) ON, ' TRUSTEE
21515 uy ‘Alley R

Bend, Oregon pron) a

CRF COMMERCIAL BRIDGE Funp Il, LLC
/A93t-Humble Place Drive, Suite 205
( Humble, Te vel 7338

7 /
: COPPER RIVER FUNDING, LLC
aS 1931 Humble Place Drive, Suite 205
Humble, Texas 77338

3.05 Replacement of | Note: Ujion receipt of evidence reasonably satisfactory to Borrower of the
loss, theft, destruction, or mutilation of the Note, and in the case of any such loss, theft, or destruction, upon
delivery of an indémnity. ‘agreeinent reasonably satisfactory to Borrower or, in the case of any such
mutilation, upon gufrender and\cancellation of the Note, Borrower will execute and deliver, in lieu thereof,
a replacement N te}, a i form and substance to the Note and dated as of the date of the Note and
upon such execution and delivery all references in this Deed to the Note shall be deemed to refer to such

Assign /iment. This Deed is assignable by Lender, and any assignment hereof by Lender shall
eae To. fa vest in ithe assignee all rights and powers herein conferred upon and granted to Lender.

e; 7 Biine of the Essence. Time is of the essence with respect to each and every covenant,
agreement, and obligation of Borrower under this Deed, the Note, and any and all other instruments now

S or r heneafigt evidencing, securing, or otherwise relating to the Indebtedness.

IN Suninss WHEREOF, Borrower has executed this Deed under seal, as of the day and year first

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EXHIBIT "A" .

BEING 34.90 acres out of the J. F. Johnson Survey No. 474, Abstract No. 193, Dior
County, Texas, said 34.90 acres being all of that same 34.91 acre tract described
Instrument No, 2011-18232, Official Public Records, Taylor County, Texas and being more) \
particularly described as follows: (ym \ \

Al a )
BEGINNING at a 1/2" rebar found in Taylor County Road No. 161 on. the am) " said
Survey No. 474 at the northeast corner of a 7.72 acre tract recorded ‘as “Tract 1 in
Instrument No. 2018-20607, Official Public Records, Taylor Pounty. ‘Texas. ‘for the
southeast corner of this tract, whence a PK nail with washer found in the intersection of
said county road and Taylor County Road No. 162 at the southeast nin of said survey

No. 474 bears S0°52'20"W 501.07 feet; { ff i ee

THENCE $85°40'28"W 1396.92 feet to a 1/2" rebar found at the daltons corner of an
8.29 acre tract recorded as Tract 2 in Instrument No. 2018-20607, Official Public Records,
Taylor County, Texas and the southeast corner of a~25.39 acre tract recorded in
Instrument No. 2018-5661, Official Public nate” saree County, Texas for the southwest
corner of this tract;

THENCE N0°51'36"E at 593.29 feet pass a} an ar found and continue along for a total
distance of 1090.23 feet to a point on the of, said Survey No. 474 at the northeast
corner of said 25.39 acre tract for the nort ny bee er of this tract, whence an existing 2”
pipe fence corner post bears $47°30'W 0. 5 feet ( Af

THENCE N85°28'55"E 1397.59 feet to a 12" rebar found in Taylor County Road No. 161
at the northeast corner of said Suivey No. i) for the northeast corner of this tract;

THENCE S0°52'20"W fobs Aen one Taylor County Road No. 161 and the EBL of said
Survey No. 474 to the ion of Deginging and containing 34.90 acres of land.
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\\
EXHIBIT "C" ps \\
Schedule | i \
(Description of "Debtor" and "Secured Party") ( ( Hy ) )

2. The residence or principal place of business of Debtor in ( State of Texas i is located at:

|
B. Secured Party; HAS REINSURANCE COMPANY LTD, “an. sidjdes 52.1739% interest,
ANDERSON FAMILY TRUST, C/O KURT ANDERSON.-AS’TRUSTEE, an undivided
26.0869% interest, and CRF COMMERCIAL BRIDGE FUND II, LLC, an undivided 21.7392%
interest, with COPPER RIVER FUNDING, LLC, acting as Lender’s Administrative Agent.

1. Name and Identity: ((
1402 CR 161 LLC, A TEXAS LIMITED LABILITY COMPANY

12 NW Sth Place, Williston, Florida 32696

%

(C AAS KP
— Ss, oN \

Exhibit “C” Deed to Seeure Debt & Security Agreement Page | of J
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THE STATE OF TEXAS
COUNTY OF TAYLOR

| hereby certify that this instrument was FILED on the
date and the time stamped hereon by me and was duly
RECORDED in the Offiial Public Records of Taylor
County, Texas.

2022-15227 DT
07/19/2022 03:44:49 PM Total Fees: $110.00

Larry G. Bevill, County Clerk
Taylor County, Texas

Page 30

of 42
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f. “Indebtedness” means all monetary amounts from time to time owing \by
Borrower to Assignee under the Note, and by Assignor to Assignee under this Assignment and underahy
one or more of the Security Documents including, without limitation, all, if any, amendments of this
Assignment and all, if any, renewals, extensions, rearrangements and modifications of the Noteand any-of, \
the Security Documents. 7 . 3 ~\
g. “Event of Default” shall mean any Event of Default under tHe(Deed to\Secure 2 )
Debt after the applicable grace period or notice and failure to cure after the applicable cure’ period. / )

Section 2.1 - Absolute Assignment. For and in consideration of the um of TEN AND NO/100
($10.00) DOLLARS and other good and valuable consideration, the receipt and-sufficiency of which are
hereby acknowledged, Assignor does hereby absolutely assign, transfer, and set over toAssignee the Rents.
To have and to hold the Rents to Assignee, and Assignor hereby binds itself and agrees to warrant and
forever defend the title to the rents unto Assignee against every \person whomsoev r lawfully claiming or

to claim the same or any part of such Rents. GS

ARTICLE II; ASSIGNMENT ( FE

Section 2.2 Incidents of Assignment. ‘This Assignment is absolute, unconditional, and
immediately effective. This Assignment does not collaterally transfer the Rents to Assignee and does not
grant Assignee a lien on the Rents; instead, this Assignment absolutely vests title to the Rents in Assignee
and constitutes Assignee as the owner of the Rents in-accordance.with the terms and provisions of this

Assignment. It shall never be necessary for the Assigt =u institute legal proceedings of any kind to enforce
the provisions of this Assignment. m f say

Section 2.3 No Pro Tanto Payment. rlolenihly that, pursuant to subsequent terms and
provisions of this Assignment, the Rents are peritted-to-be paid to Assignor under the circumstances
hereafter provided and that the Rents may never be'paidto Assignee and also recognizing that by reason of
the terms and provisions of the Leases ificluding without imitation, those terms and provisions of the Leases
providing for abatement of Rents, ih of term nation of the Leases and other circumstances, and the
possible occurrence of other eVen(S-including possible insolvency of the tenants under the Leases, which
may result in non-payment of the Rents; Assignor acknowledges and agrees that the execution and delivery
of this Assignment ab oluitely transferring Ownership of the Rents to Assignee does not constitute any nature
of pro tanto payment of the Indebtedness to-Assignee. In the case of Rents which may hereafter be paid to
Assignor (pursuant to the subsequent. provisions of this Assignment), such Rents will not constitute payment
to Assignee (and hence will.not be credited on the Indebtedness) unless and until such Rents are actually
paid by Assignor to Assignee and applied by Assignee in such manner. In the case of Rents paid to Assignee
by the tenants, such Rents-will be pro tanto credited on the Indebtedness only to the extent, if any, that such
Rents paid to Aside are nelther disbursed by Assignee to Assignor nor paid directly by Assignee for
utilities, maintenance r roma axes, assessments, insurance or other expenses relating to the Property.

ART CLE IN: ~~~ COVENANTS, REPRESENTATIONS, AND WARRANTIES OF
“A eS ASSIGNOR

Mig Sedtion P| Covenants of Assignor. Assignor hereby unconditionally covenants and agrees as
follows (any non-compliance by Assignor shall constitute an Event of Default, and any attempt by Assignor
ys to take y f the prohibited action hereafter described shall constitute an Event of Default and shall be
S \. void anda o effect):

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a. to observe, perform and discharge, diligently and punctually, all the obligations
imposed upon the landlord under the Leases and not to do or permit to be done anything to impaitt ¢
Leases or the Rents obligations or any of the other obligations of the tenants under the Leases; and a
shall give prompt notice to Assignee of any failure on the part of the Assignor to observe, perform an \
discharge any of Assignor’s obligations under this paragraph or any other portion of this een -

b, except as required by prudent business judgment exercised by( AGsignct en
faith, not to receive or collect any of the Rents arising or accruing under any of the. oi ges or 2 the»
Property in advance of the calendar month next preceding the calendar month with seap te te. - h’ such
Rents are due and payable; oe

c. excepl as required by prudent business judgment ac by Ne jenctin rood
faith, not to grant any period of the free rental or abated rental under any ofthe th Leases; ; /

d, not to execute any assignment of the ri Ht ‘or interests of ‘Aadlatiot (as landlord)
in the Leases without Assignee’s prior written consent, such cdngent not to béu reasonably withheld or
delayed, and not to execute any other assignment of rents (whether absolute or colla ral) arising or accruing
from the Leases or from the Property; \ /

e. not to subordinate any of the Leases to any ofthe Security Documents or any other
mortgage or other encumbrance, or permit, consent or agree to such subordination without Assignee’s prior
written consent, such consent not ta be unreasonably withheld « or delayed,

f. except as required by prudent oaltine’ judgment exercised by Assignor in good
faith, not to alter, modify or change the terms of woh ofthe Leases, (or the terms of any guaranty of any of
the Leases) or give any consent or exercise any option req uired or. permitted by such terms without the prior
written consent of Assignee, such consentiiot to b Sieh withheld or delayed, or cancel or terminate
any of the Leases (or any guaranty of any OF the. Leases). or acgept a surrender of any of the Leases or take
or pennit any action the effect of which i is to resultsin assurrefider of any Lease by operation of law;

g. not to consent fo any’ assi givment of or subletting under any of the Leases, whether
or not in accordance with their terms, Without rn consent of Assignee, such consent not to be
unreasonably withheld or Ag and nott to grant any renewal or extension option under any of the Leases
or agree to the enlargeme ator din yan ‘in size’or relocation of the leased premises under any Lease
without the prior writen ap oval oe AS Ssignee; -

h. (to fx — and deliver at the request of Assignee all such further assurances and
written instruments and take all stich other action with respect to the Property as Assignee shall from time-
to-time request in sii order to carry out the purpose and intent of this Assignment;

to enforce e> in the name of Assignor (as landlord), and at the cost, expense, and risk
of Assignor, the (eri res each and every obligation, term, covenant, condition, and agreement in the
Leases to be “i ed by ‘an y tenant, except as otherwise waived by Assignor as required by prudent
business judgment pal b Assignor; and Assignor (as landlord) shall appear in and defend any action
or proceeding arising. under, occurring out of or in any manner connected with the Leases or the obligations,
duties o1/li abilities ‘of Assignor (as landlord) and any tenant thereunder, and, upon request by Assignee,
Assignor vill do so in th he name and on behalf of Assignee, but at the expense of the Assignor, and Assignor
shiall pay-all-costs and expenses of Assignee, including reasonable attorneys’ fees and disbursements, in
aily ation ory proceeding i in which Assignee may appear;

Assignment of Rents Page 3 of 9 '
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j. except as deemed necessary and otherwise required by prudent business judg 2
exercised by Assignor, not to waive, excuse, discount, set-off, compromise, or in any manner release
discharge any tenant under any Lease (or any guarantor for any such tenant) of and from any monetary
other obligations, covenants, conditions and agreements to be kept, observed and performed by siich mar
(or guarantor for such tenant), including, without limitation, the obligation to pay Rents thereunder, i in the

manner and at the time and place specified therein; and a aa
k. not to incur any indebtedness to any tenant (or guarantor for any tenant) unde any
of the Leases unless each such tenant (or guarantor) contemporaneously expressly waives. in writing any
right to offset against (or recoupment of) any portion of such indebtedness from, Rents. ie a SK
Section 3.2 Representations and Warranties of eet: (Aesignor )aeonditally
represents and warrants to Assignee as follows: fe S
a, Assignor is the sole owner of /; a ¢ ‘ —_
i. the Property, and \\ \
ii. the landiord’s interest in the Leases; GA
b. Assignor has all of the requisité-right, power, weal authority to absolutely assign the
Rents to Assignee, and no other person, firm, corporation; or entity has any right, title, or interest in the
© To the best of the Assignor’s knowledge, the | Leases are valid and enforceable, in

full force and effect, and have not been altered, m we On amendéd in any manner whatsoever;

d, To the best of the Assign r’s 's Know, the tenanis named in the Leases are not
in default under any of the lease's terms, cavenants) or-conditions. Assignor has duly and punctually
performed and shall at all times hereafter duly. nid punctually perform all and singular the terms, covenants,

conditions, and warranties of the son the Assignot’ F's part to be kept, observed and performed;

e. No Rents pr avided or any of the Leases have been previously sold,
assigned, transferred, mortg peat or pledged, an Rents for any period subsequent to the date of this
Assignment have been co, lected, by. Assighor-orShall be collected by Assignor earlier than the calendar
month next preceding the oot month with respect to which such Rents are due and payable under the
terms of any of the Lenses; and ane \?

f. CExcepl as eae by prudent business judgment exercised by the Assignor, no
period of free or abated rental Rebeen granted to any tenant under any of the Leases.

oat IV: Te INABLE LICENSE OF ASSIGNOR TO COLLECT RENTS
Kh.

Section Terminable License of Assignor. So long as there exists no Event of Default after
the applicable grace. period orfotice and failure to cure after the applicable cure period, Assignor shall have
and is hereby granted the license (the “License”) to receive and collect all of the Rents. The Rents so
received a d colléeted: by Assignor shall be deposited by Assignor in one or more accounts containing only
(the, Rents so. depositedn such accounts (plus any interest paid by the depository on the amount from time
“to.time in Such: accounts). Such Rents (and interest, if any) shall not be commingled with any other funds
of Assignor, and / Assignor shall not deposit any other funds in such accounts other than the Rents. Assignor
shall, atall times, keep Assignee advised in writing of the names and locations of each depository at which
! such acco i containing the Rents are maintained as well as the account number of each such account and,
“within seve (7) days following written notice from Assignee to Assignor. Assignor shall advise Assignee
Sof the? balance in each such account to the extent that Assignee may request such information. As provided
in Article [1] (entitled “Covenants, Representations, and Warranties of Assignor’”) of this Assignment,

Assignment of Rents Page 4 of 9 [en
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Assignor shall not receive or collect any of the Rents arising or accruing under any of the Leases or, trom
the Property in advance of the calendar month next preceding the calendar month with respect to whith

such Rents are due and payable under the terms of any of the Leases. Assignor acknowledges‘and agre s\

that the License does not negate or otherwise affect this Assignment's status as an absolute assignment. fully \
transferring to Assignee title to the Rents. =

Section 4,2 Trust Fund. All of the Rents so received or collected by aswghds nm pursua tho the “

License hereby granted pursuant to Section 4,1 hereof shall constitute a trust fund held by. Assigno for the
benefit of Assignee. Assignor shall utilize the entirety of the Rents constituting such trust fund | for payment
of the Indebtedness, for timely payment of taxes and assessments on the Property/before. Nelsen: f any
penalty or interest with respect thereto, for payment of premiums on mua eed er thy ae urity
Documents, for payment of the costs of maintenance and repairs with resp ct to the Property, for the
fulfillment of Assignor’s other obligations under the Security/ Documents aid. Tor ‘the fulfillment of
Assignor’s obligations (as landlord) under the Leases, all of suc previously stated obligations of Assignor
to be fulfilled by Assignor (in such order of priority as Assignee may from tit ¢\to time direct) prior to
Assignor’s utilization of the Rents for any other purpose whats ever. In all ma tets relating to the Rents,
Assignor owes to Assignee the highest degree of loyalty and legal. fi Kluclary responsibility recognized by

la “~ ms

Section 4.3 Automatic Termination of “Assignor’s License, Upon the occurrence of any
Event of Default after applicable grace period or notice and failure to cure after applicable cure period, the
aforesaid License of Assignor under Section 4.1 of this. s Agreement shall, ipso facto, automatically terminate
without the necessity that Assignee give Assign f Ay Jt. of hiétice or institute against Assignor any
nature of legal proceedings or take any other raction. Up poy the o occurrence of any such Event of Default, and
after the applicable grace period or notice, with the/ fi allure to cure happening after the applicable cure
period, and the resulting automatic termination of suk Licehse, upon written notice to Assignor, unless
Assignee gives Assignor nolice to the contrany a matter Within the sole discretion of Assignee), all Rents
thereafter received by Assignor shall (jy ‘their e irety,> ‘be promptly paid over by Assignor to Assignee.
Assignee may exercise any ve all Iegal ae equitable remedies including, without limitation the remedies
provided from under Article WV of this Assignnpo. 1. Under no circumstances, however, does Assignee’s
legal ownership of the R ns deperid, upon ‘the occurrence of any such Event of Default or the resulting
automatic termination of ssignor’ Ss license or the giving of notice by Assignee or the filing of any lawsuit
or the taking of any other action whatsoever, y Assignee, it being the agreement and intention of Assignor
and Assignee that this. ~Assighmentis is pabsoluite (not collateral) and immediately vests ownership of the Rents

Section 4,4 __Impi act on nsTenants of Termination of Assignor’s License. Notwithstanding any
of the other te f prsbigtons of this Assignment, until receipt from Assignee of written notice of the
occurrence of ofa ent of efoult, each tenant may pay rentals directly to Assignor. Upon receipt by any
tenant under the Deabes, hoy Per, of written notice from the Assignee that an Event of Default has occurred,
irrespective o of whether t the’ Assignor contests the occurrence or existence of such Event of Default or
contests the Agsigitee’s entitlement to receive the Rents, each such tenant under the Leases is hereby

Authorize \and directed and required to pay directly to Assignee all Rents accruing after the date of the
“Event of Default stated i in such written notice form Assignee (irrespective of any contrary provision of the
lease to, such ténant or any other circumstances whatsoever). The receipt by Assignee of Rents shall
constitute a release of each tenant paying such Rents to the extent of the amounts paid to Assignee by such
tenant. The Written notice from Assignee to tenants referred to in this Section 4.4 is intended solely for the
\ benefit o each tenant and shall never inure to the benefit of Assignor or any party claiming through or

i ‘Under. Assignor. The receipt by a tenant of any such written notice from Assignee constitutes full

‘authorization and mandate for such tenant to make all future payment of Rents directly to Assignee and
each tenant paying such future Rents to Assignee after such notice for any Rents so paid to Assignee by

Assignment of Rents Page 5 of 9 A Racer
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4
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such tenant. In the event that any tenant receiving any such notice from Assignee does not timely pay $ ch
future Rents to Assignee, whether on account of continued payment of such Rents by such tenant to

Assignor or withholding of such Rents by such tenant or such tenant’s paying such rents intoAhe registry,

of the court in connection with an interpleader or other action or any other non-payment of stich Rents

Assignee by any tenant, such tenant will be liable to Assignee for the Rents not so paid to Assignce plus- 5

costs of the court plus attorneys’ fees of Assignee. Whenever reasonably requested by Assigiiee, but no ))

more often than annually, Assignor shall promptly notify cach tenant of this Assignment, ‘that Assignee has, “

nevertheless, subject to the terms and provisions of this Assignment, granted Assignor. asrevocable (by
Assignee) license to collect the Rents so long as there is no Event of Default and containing the: other terms
and provisions hereinabove set forth in this Section 4.4. Assignor agrees that ( ¢ provisions of this s Section
4.4 shall be contained in each Lease hereafter executed by Assignor (as neh and by 4 inal ?

Assignee for any period prior to Assignee’s foreclosure on th¢ Property or acceptance of a deed to the
Property in lieu of foreclosure shall continue to constitute the p perty of Assign eé and shall be applied by
Assignee (in such order as Assignee may from time to time detémiine) to the payment of (a) all expenses
of managing the Property including, but not limited to, salaries, fees, ‘and other payments to a manager of
the Property and/or such other personnel as Assignee may deem necessary or desirable; (b) all expenses of
preserving, maintaining and operating the Property including, without limitation, all taxes, assessments,
utility charges, insurance premiums, repairs, renovations, “alterations and replacements; (c) all expenses
incurred by Assignee incident to exercise of Assignee’s rights, under this Assignment and Assignee’s rights
under any of the Security Documents; and (d) payment of the. Indebtedness and performance of all of
Assignor’s other obligations under the Security ee aN 7

Section 4.5 Application of Rents by Assignee th to Foveclosiive. All Rents received by

Section 5.1 Remedies, Assignor expressly’ acknowledges and agrees that upon or at any time
after the occurrence of an Event of Defautcafter 8 pplici ble grace period or notice and failure to cure after
applicable cure period, Assignee’ s right, title, andinterest in and to the Leases and Rents shall be and remain
absolute and inviolate in aceon ance with.the provisions of this Assignment. Moreover, without limiting,
altering, affecting, or impairing in any maiiner ‘or to any extent the absolute right, title, and interest of
Assignee as provided herein; lp on ‘the occurrénce of such an Event of Default, Assignee shall have the
complete right, power’ ‘arid a hereunder, then or thereafter, to exercise and enforce any or all of the
following rights and renedi pps: SON,

a. < Upon: writin notice to Assignor, to terminate the License and then and thereafter,
without taking possession of the Property, i in Assignor’s own name, to demand, collect, receive, sue for,
attach and levy or th e Rents'an d give proper receipts, releases and acquittances therefor, and after deducting
all necessary si roper om vvand expenses of operation of the Property and collection as determined by
Assignee, includ battomey es and apply the net proceeds thereof, together with any funds of Assignor
deposited with Assigivee, in't reduction or repayment of the Indebtedness and fulfillment of Assignor" s other
covenants, dutiessand: “obligations under this Agreement and the Security Documents in such order or

prlorilyg s Assigitec i may, in its sole discretion, determine; and
I~

SS yO b. After the applicable grace period or notice and failure to cure after the applicable

cilre period, to. declare the unpaid principal balance on the Note, the unpaid accrued interest and any other
accrued | but unpaid portion of the Indebtedness immediately becomes due and payable without any further
notice of stat demand or action of any nature whatsoever whereupon the same shall become

7: ~ immediatel duc and payable and, at Assignee’s option or exercise all of the rights and remedies contained

inthe Security Documents.

Assignment of Rents Page 6 of 9
1402 CR 16) LLC

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Section 5.2 Exculpation of Assignee. The acceptance by Assignee of this Assignment, .
the exercise by Assignee of any of the rights, powers, privileges and authority provided under\th s
Agreement, shall not, prior to action (if any) by Assignee in entering upon and taking possession oft _
Property, be deemed or construed to constitute Assignee a “mortgagee in possession”, or thereafter or WN
any time or in any event obligate Assignee to appear in or defend any action or proceeding T Telating to the> \
Leases, the Rents or the Property or to take any action hereunder or to expend any morfey orincur any) )
expenses or perfonn or discharge any obligation, duty or liability of Assignor (as tandidet} under ani a ‘
or fo assume any obligation or responsibility for any security deposits or other deposits. delive ed to
Assignor by any tenant which were not actually delivered by Assignor to Assignee, ‘nor shall Assignee be
liable in any way for any injury or damage to persons or properly sustained b ney person, en ity, os or
corporation in or about the Property. ( \ ) )

Section 5.3 No Waiver or Election of Remedies. /, ont ye A

a) No Waiver. Neither the collection of ne sees by Assignee nor application of the
Rents by Assignee as provided for in this Assignment shall be deemed to cure or waive any Event of Default
or waive, modify or affect any notice of default under any of the. Sveurity Docume or invalidate any act
done pursuant to any such notice, The enforcement of any such ri ight orremedy by, Assignee, once exercised,

shall continue for so long as Assignee shall elect, notwithstanding thatthe collection and application of the
Rents may have cured the prior Event of Default. df ‘Assignee shall thereafter elect to discontinue the
exercise of any such right or remedy, the same or any other right or remedy under this Agreement may be
reasserted at any time and from time to time following any ‘subsequent Event of Default.

b) Election of Remedies. is right. of ‘the Assignee to collect and enforce the

payment of the Indebtedness may be exercised by the fees either prior to or simultaneously with, or
subsequent to any action taken under this Assignment’ The ii ure of Assignee to assert any of the terms,
covenants and conditions of this Assignment for any, perio Ft time or at any time or times shall not be
construed or deemed to be a waiver of any suchright, and nothing contained in this Agreement nor anything
done or omitted to be done by Assignee | pursuant ta this Assignment shall be deemed to be an election of
remedies or a waiver by Assignee of any of its rights ‘and remedies under any of the Security Documents or
under the law. a S \ \ *"

Section 5.4 n sdemuification. by Assignor. Assignor hereby agrees to indemnify and hold
Assignee free and harmless fron and Against any and all liability, loss, cost, damage, or expense which
Assignee may incur un er or Ay reason of this Assignment, or by reason of any action taken by Assignee
hereunder, or by reason-of 8 r in. defense Of any and all claims and demands whatsoever which may be
asserted against Assignee arising out of the Leases, including specifically, but without limitation, any claim
by any tenant of credit for ‘Rents. paid to and received by Assignor, but not delivered to Assignee, for any
period under any Lease earlier ‘thanthe calendar month next preceding the calendar month with respect to
which such Rents paymentjs due, —" the event the Assignee incurs any such liability, loss, cost, damage, or
expense, the ash hr including attorneys’ fees, shall be payable by Assignor to Assignee
immediately, without.dema id, and shall be secured by all the security for the payment and performance of
the Indebsédness.. NY

% — ." ARTICLE VI: MISCELLANEOUS

be ction 6.1 ™ Possible Inconsistency Between Assignment and Other Documents.

Nocti that the Note or any of the Security Documents may indicate the transfer of Rents by

Assignort Assignee to be a pledge or a collateral assignment or assignment, which is made as security or

A as further, seeaiy for the payment or performance of some monetary or other obligation of Assignor, such

“iy \provisio pe not controlling and are intended to be and are hereby superseded by the provisions of this

we ‘Assignment indicating that the assignment of Rents is an absolute assignment of Rents passing ownership
‘of.the Rents to Assignee subject to the terms and provisions of this Assignment.

/™»

Assignment of Rents Page 7 of 9 —
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Section 6,2 Effect of this Assignment as a Severance. This Assignment affects a seve ance
of the Rents. Accordingly, the Assignor’s future collection of the Rents pursuant to the License gra ted
under this Assignment does not impair the prior severance of such Rents arising by reason of the provisions\
of this Assignment. The Assignee is expressly authorized to transfer title to the Rents by an assignmentof. \
such Rents to a separate assignment instrument, and, similarly, Assignee is expressly authorized-to transfer— \
title to the Rents in the case of a deed in lieu of foreclosure, either pursuant to and as a part of theterms and =) |
provisions of such deed or under a separate assignment instrument. If, after an Event of Default, but prior <_/
to any such foreclosure or deed in lieu of foreclosure, Assignor has received any of the Rents clin to
any period after such Event of Default but collected by Assignor prior to (or contemporanéous with) such
Event of Default, the entirety of the Rents applicable to any period after (co of efault are

immediately due and payable by Assignor to Assignee. \ ) 7

Section 6.3 Termination of Assignment. Upon dyment/ in full “Of-the” Indebtedness,
performance of all of the covenants, duties, and obligations of As ignor under mgt Documents, and
performance of all of the covenants, duties, and obligations f\ Assignor unde this Assignment, this
Assignment shall be and become void and of no effect and, upon request of /Assignor, Assignee shall
promptly execute and deliver to Assignor an instrument under which Assignee réleases its rights under this

Assignment and sets forth the consent of Assignee to each tenant's fiiture payment of Rents to Assignor.

Section 6.4 Non-Merger. So long as any ‘Of. the Indebtedness remains unpaid and so long as
any of the covenants, duties, and obligations of Assignor under.any of the Security Documents or under
this Assignment have not been performed, unless Assignee otherwise consents in writing, the fee and
leasehold estates in and to the Property and any portion) thereet shall not merge, but shall always remain
separate and distinct, notwithstanding the.union ‘. such states (without implying Assignee’s consent to
any such union) either in Assignor, Assignee, any eta (or in Hny third party by purchase or otherwise.

Section 6.5 Non-Liability of Assignee for-Performance of Duties of Assignor Under
Leases. Notwithstanding any of the othér,temms or provi ions of this Assignment or the Note or any of the
Security Documents, Assignee has not/assumed o agreed to perform and shall not be obligated to perform
any of the covenants, duties,.or Pdligations of the, ssignor (as landlord) under any of the Leases.

Section 6.6 Notiees;»Any jiotice provided to be given or desired to be given by either party to
the other pursuant to Ahis Assignment is fequired to be in writing and transmitted either by U.S. Mail,
Registered or Comitidd, ‘adgyiate postage fepaid, by hand delivery (with the delivery receipt signed on
behalf of the recipient) or by delivery via Federal Express or other recognized overnight courier service
(with the delivery receipt’signed on belialf of the recipient), any such notice to be transmitted by the sender
to the intended recipient at the addresses hereinafter set forth (or hereafter designated as provided in this
Section): i
( (a. Add es of Assignor: 12NW 5" Place
— ys, yi y Williston, Florida 32696

( (— SMB. Address of Assignee: 1931 Humble Place Dr., Ste 205

ra YS Humble, Texas 77338

PS \

SS Assignor.and Assignee may change their respective addresses for purposes of receipt of notices by

giving, notice tothe other party in accordance with the preceding provisions.
“hg ig. Section 6.7 Captions. Titles and headings appearing in this Assignment are intended solely
for means of reference and are not intended to modify any of the provisions of this Assignment.

Assignment of Rents Page 8 of 9 a ere
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PREPARED IN THE OFFICE OF: AFTER RECORDING RETURN TO; \
Johnsen Law PLLC Copper River Funding, LLC \\
1849 Kingwood Drive, Suite 105 c/o Tim Stamps fom 5. \
Kingwood, Texas 77339 1931 Humble Place Dr, Suite 205 :

Humble, Texas 77338

@
Pa / yy

Assignment of Rents Page t of I

1402 CR 161, LLC “Initial
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 41 of 42

Escrow File No.: 220839F 2022-15228 Page 11 of 12

EXHIBIT "A" 7
BEING 34.90 acres out of the J. F. Johnson Survey No. 474, Abstract No. 193, Taylor
County, Texas, said 34.90 acres being all of that same 34.91 acre tract described\ in.
Instrument No. 2011-18232, Official Public Records, Taylor County, Texas and being-more \
particularly described as follows: { — “| ) \
/
BEGINNING at a 1/2" rebar found in Taylor County Road No. 161 on ( EBL ok said
Survey No. 474 at the northeast corner of a 7.72 acre tract recorded as Tract 1 in
Instrument No. 2018-20607, Official Public Records, Taylor County,. Texas, ‘for the
southeast corner of this tract, whence a PK nail with washer in in the \i Atersection of
said county road and Taylor County Road No. 162 at the southeast Sarmey’ of said survey

No. 474 bears S0°52'20"W 501.07 feet; / vf ——

THENCE S85°40'28"W 1396.92 feet to a 1/2" rebar found at the Lilcienedt corner of an
8.29 acre tract recorded as Tract 2 in Instrument No. 2018-20607, Official Public Records,
Taylor County, Texas and the southeast corner of a~25.39 acre tract recorded in
Instrument No. 2018-5661, Official Public Eee, Sealed County, Texas for the southwest
corner of this tract; «SK

THENCE N0°51'36"E at 593.29 feet pass a V9" rebar Yoand and continue along for a total
distance of 1090.23 feet to a point on the/ NBL/ of, said Survey No. 474 at the northeast
corner of said 25.39 acre tract for the northwest t corner’ of this tract, whence an existing 2”
pipe fence corner post bears $47°30"'W 0. 5 feets\ 4/

THENCE N85°28'55"E 1397.59 feét 0 a 1 2" +ebar found in Taylor County Road No. 161
at the northeast corner of said ns No. } for the northeast corner of this tract;

THENCE $0°52'20"W 1094.97 feet along Taylor County Road No, 161 and the EBL of said

Survey No. 474 to the lage, of C besinaitn and containing 34.90 acres of land.
Case 1:22-cr-00024-AW-GRJ Document 34-1 Filed 01/30/23 Page 42 of 42

2022-15228 Page 12 of 12

THE STATE OF TEXAS
COUNTY OF TAYLOR

| hereby certify that this instrument was FILED on the ~)
date and the time stamped hereon by me and was duly Al
RECORDED in the Offiial Public Records of Taylor ‘

County, Texas. __ Xx
2022-15228 AS si
07/19/2022 03:44:49 PM Total Fees: $66.00

Larry G. Bevill,County Clerk
Taylor County, Texas


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