HomeMy WebLinkAboutEASEMENT APPLICATION FROM : ARKITEX STUDIO INC PHONE NO. : 9798468224 Nov. 21 2003 03:25P P2
EASEMENT INFORMATION SHEET
(To be Med in and subn*tted with construction plans and specbfcet ons for prelminary review)
REQUESTING ' EPARTM NT INFORMATIO
REQUESTED BY: . 1 / / 7, ' • �. ' _ , 1.' // 1 019 I EXT `� � j
(Clly Depa a � ame • r P . • to Contact) `
ACCOUNT NO. ( 0 / 1- ' V 5 / 1f c 0 PROJECT NO. A/ //I
/�
(For ordering title work appraisals, etc.)
TYPE OF EASEMENT:
_ Public utilities. Electric line , Water' dine
_ Sprinkler Vault/Fire Hydrant Sanitary Sewer Line Drainage
Temporary Blanket Electric Lines _jeremporary Blanket Utilities Access
(Morro baking pemilC)
SPECIAL INSTRUCTIONS:
REVIEW AND APPROVAL REQUIRED /GIVEN BY THE FOLLOWING DEPARTMENTS:
Approval Required By: Electric Approval Given By: Electric
WaterIWW • (crease rnroal) Water /WW
City Engineer City Engineer
APPLICANT INFORMATION
PROPERTY OWNER(S)
State Corporation (See attached documents)
(Names must be exactly es they appear on the deed)
ADDRESS: 4905 Lakeway Drive PHONE NUMBER: (979)696 -4600
College Station, TX 77845
(
ALL LENDERS: First American Bank
•
(Names and Addresses)
1111 Briarcrest Drive, Bryan TX 77802
•
IF OWNER IS A CORPORATION PARTNERSHIP, OR VENTURE:
Certificate of Conversion
1. State of Incorporation/Registration Texas StataCorp LP Filing#800264660
2. Partners' Names Of applicable) StataCorp GP, LLC (General Partner)
W
atalorp ou6! Gld (
LV im ted partner); Finis Welch (limited partner)
va cld,
Inc (limited partner) - StataEorp it or 1frevado. (limited part
3. Person Authorized to Sign Wi 11g am C n „l j i Pgesident of StataCorp GP, LLC
(Name and TRIO
LEGAL DEPA E MUST BE PROVIDED WITH THE FOLLOWING:
1. For un r atted property, a signed, sealed and dated metes and bounds description and a diagram of the
props cy show the Location of the easement
2. For platted property, a copy of the'plat showing the lot, block, subdivision, and recording information.
For blanket easements, a copy of a -recent (within AO days) deed or title commitment showing the names of
the grantors/owners and a description of the property.
4. If the Legal Department's required to obtain a title report on an easement, then the applicant shall tender
3250.00 to Development Services for the cost of the report.
5. Corporate or partnership owners must furnish a copy of a corporate resolution or other proof of authority to
sign on behalf of the corporation, partnership, or Joint venture.
6. Name, address and phone number of person who Js to r a ethe ea d responsible for getting it
executed. Alan Riley, 4905 Lakeway Dive col l ege X7845 696-4600
Any land acquisition resulting from Capital Improvement Projects requires a meeting with the Legal Deparbnent
p/o fonnagnfo.doc
3/25/99
Stata 4905 Lakeway Drive 800 STATAPC
Corporation College Station 800 782 8272
Texas 77845 979 696 4600
FAX 979 696 4601
sTaTa
November 24, 2003
TO: The City of College Station
FROM: StataCorp LP
RE: Conversion of Stata Corporation to StataCorp LP
Effective November 1, 2003, Stata Corporation converted from a Texas Corporation to a Texas Limited Partnership.
The purpose of this letter is to inform you of our new legal name, StataCorp LP, and our new federal EIN, 68-
0572048. Stata Corporation is deemed to continue in existence although in new organizational form as StataCorp
LP, and that StataCorp LP retains all rights of the Stata Corporation without impairment; and that all obligations of
Stata Corporation shall continue to be obligations of StataCorp LP without diminution or impairment and all rights
of any party against Stata Corporation shall be enforceable against StataCorp LP.
If you should have any questions, please do not hesitate to contact me at the above number.
Sincerely,
JUL ULU
Teresa Van Hyfte
Director of Financial Operations
riCV C1VCO] 11 /el/u.3 3:O7PM; 9798468224 -> Stata Corp; Page 2
FROM : ARKITEX STUDIO INC PHONE NO. : 9798468224 Nov. 21 2003 03:25PM P2
EASEMENT INFORMATION SHEET
(To be firedln end submitted with construction pans and specifications lorprairrynary review)
REQUESTING ri EPARTM NT INFORMATIO
REQUESTED BY: 1I / !I - .41 _ Di I EXT 336�� �j 2Jj
(City Depa - a ame • r P ::. to contact)
ACCOUNT NO. F 0/ 13 a 5 � ((a.. i D PROJECT NO. N
For ordering title wdc o appraisaals, etc.)
TYPE OF EASEMENT:
_ Public utilities. Electric line Water line
Sprinkler Vault/Fire Hydrant Sanitary Sewer Line Drainage
Temporary Blanket Electric Unes . jTemporary Blanket Utilities _ Access
(prior to buIdng penal)
SPECIAL INSTRUCTIONS:
REVIEW AND APPROVAL REQUIRED /GIVEN BY THE FOLLOWING DEPARTMENTS:
Approval Required By: Electric Approval Given By: Electric
WaterIVW ((►ease ktdral) Water/WW
City Engineer _ City Engineer
APPLICANT INFORMATION
PROPERTY OWNER(S):
Stata Corporation (See attached documents)
(Names must be exactly es they appear on the deed) •
ADDRESS: Lakeway Drive
PHONE NUMBER: ( 97 9 ) 696 - 4600
( College Station, TX 77845 a
i LENDERS First American Bank
(Nantes and Addresses)
1111 Briarcrest Drive, Bryan TX 77802
IF OWNER IS A CORPORATION PARTNERSHIP, OR JOINT VENTURE:
Certificate of Conversion
1. State of Incorporation/Registration Texas StataCorp LP Filing#800264660
2. Partners' Names (if applicable) StataCorp GP, LLC (General Partner)
• im'ted •artner); Finis Welch (limited partner)
a a orp • ' '-'., Inc(limited partner) to a orp ited partner
3. Person Auth•riaed to Sign Willa . ' C n„l . President of StataCorp GP, LLC
(Name andTiae)
-
LEGAL DEPA - 1 MUST BE PROVIDED WITH THE FOLLOWING:
1. For unplatted property, a signed, sealed and dated metes and bounds description and a diagram of the
propert showing the location of the easement.
2.
For platted property, a copy of the plat showing the lot, block, subdivision, and recording information.
.,� 3. For blanket easements, a copy of a - recent (w 00 days) deed or title commitment showing the names of
the grantors/owners and a description of the property.
4. If the Legal Department 'is required to obtain a tiffe report on an easement, then the applicant shall tender
$250.00 to Development Services for the cost of the report.
5. Corporate or partnership owners must furnish a copy of a corporate resolution or other proof of authority to
sign on behalf of the corporation, partnership, or Joint venture.
6. Name, address and phone number of person who s to r Ayv . Lege 77845 696-4600 th ea d responsible for getting It
executed. Alan Riley, 4905 Lakeway I ve uoi
Any land acgulshfllon resulting from Capital Improvement Projects reclaims a meeting with the Legal Department
fdo/fonns/Info.doc
3/25/59
1
Sent By: Stata Corp; 9796964601; Dec -10 -03 9:09AM; Page 1 03
STaTa CORP 4905 Lakeway Drive 800- 782 -8272
College Station Texas 77845 979 - 696 -4600
Fax: 979 -696 -4601
Email: stata@stata.com
http://www.stata.com
Page 1 of 5 (including this sheet)
Date: December 10, 2003
To: Bridgette George
Division:
Company: City of College Station
Fax no: 1 4— 4 I
Your ref no:
From:
Our ref. no:
Subject: Partnership Information
Hi Bridgette,
Alan Riley asked me to fax over a legal document that shows William Gould has authority
to sign as officer of the company. William Gould is the President of StataCorp GP, LLC
which is the general partner of StataCorp LP.
If you have any questions, please do not hesitate to contact me at 979 - 696 -4600.
Teresa Van Hyfte/Director of Financial Operations
1
Sent ESy: Stata Corp; 9796964601; Dec -10 -03 9:09AM; Page 2
STATACORP GP, LLC
WRITTEN CONSENT OF MANAGERS
IN LIEU OF AN ORGANIZATION MEETING
September 19, 2003
The undersigned, being both of the managers named in the Articles of Organization of
STATACORP GP, LLC, a Texas limited liability company (the "Company "), hereby consent to
the following action taken in lieu of an organization meeting of the Managers of the Company:
RESOLVED, that the Articles of Organization of the Company,
which were filed in the Office of the Secretary of the State of
Texas on September 19, 2003, be, and the same are hereby,
approved, and that a copy of such Articles of Organization issued
by the Secretary of State of the State of Texas be inserted in the
minute book of the Company under the tab marked "Articles of
Organization" to identify same as the Articles of Organization
approved herein; and
RESOLVED. FURTHER, that the Regulations presented to the
Managers of the Company be, and the same are hereby, adopted,
section by section and as a whole, as the Regulations of the
Company, and it is hereby directed that such Regulations, upon
due execution by the Sole Member of the Company same, be
inserted in the minute book of the Company under the tab marked
"Regulations/Operating Agreement" to identify the same as the
Regulations adopted herein; and
RESOLVED FURTHER, that the following persons be designated
as officers of the Company, with the titles indicated below, the
assignment of such titles constituting the delegation to such
persons of authority and duties that are normally associated with
the same title commonly used for officers of a business corporation
organized in Texas, to hold such offices until their successor are
duly designated and qualified, until their deaths, or until they
resign or are removed, as provided by the Regulations of the
Company:
Name Office
Finis R. Welch Chairman
William W. Gould President
Patricia Branton Executive Vice President,
Secretary and Treasurer
1
Sent Sy: Stata Corp; 9796964601; Dec -10 -03 9:10AM; Page 3
RESOLVED FURTHER, that the proper officers of the Company
be and they are hereby authorized to pay all fees and expenses
incident to and necessary for the organization of the Company; and
RESOLVED FURTHER, that the officers of the Company be and
they hereby are, authorized to choose a form of certificate
representing membership interests in the Company and such form
shall hereby be approved and adopted and such certificates shall be
issued by the Company for all of its membership interests until
subsequently changed by appropriate action of the Managers of the
Company; and
RESOLVED FURTHER, that the proper officers of the Company
be, and they hereby are, authorized, on behalf of the Company and
in the name of the Company, to select, establish, and set up a bank
or bank accounts, wherein may be deposited any of the funds of
the Company; and
RESOLVED FURTHER, that the appropriate officer be, and is
hereby, authorized to pay all fees and expenses incident to and
necessary for the organization of the Company; and
RESOLVED FURTHER, that the issuance of One Hundred
Percent (100 %) of the membership interests in the Company (the
"Membership Interests ") to the entity named below, in the amount
and for the consideration set forth in the following schedule, is
hereby authorized:
Membership Interests to be Percentage of
Registered in the Name of Membership Interests Consideration
StataCorp of Nevada, Inc. 100% $1,000
RESOLVED FURTHER, that the proper officers of the Company
be, and they hereby are, authorized to issue and deliver an
appropriate membership certificate of this Company representing
One Hundred Percent (l00 %) of the Membership Interests of the
Company to the entity stated above against the receipt by the
Company of the consideration therefor as stated above, and such
Membership Interests, when so paid for and issued, shall be
deemed validly issued, fully paid and nonassessable Membership
Interests; and
RESOLVED FURTHER, that the Company shall become a
general partner in StataCorp, LP, a Texas limited partnership (the
"Partnership "), pursuant to the terms and conditions of that certain
2
Sent•8y: Stata Corp; 9796964601; Dec -10 -03 9:10AM; Page 4/5
Limited Partnership Agreement of StataCorp, LP (the "Partnership
Agreement "), in such form and content as has been previously
shown to the undersigned; and
RESOLVED FURTHER, that the President or a Vice President of
the Company be, and he or she hereby is, authorized, empowered
and directed to execute the Partnership Agreement, in his or her
capacity as such an officer of the Company, and any other
documents required to carry out the intent of the foregoing
resolution; and.
RESOLVED FURTHER, that the fiscal year of the Company shall
end each December 31; and
RESOLVED FURTHER, that for the purpose of authorizing the
Company to transact business in any state, territory or dependency
of the United States or any foreign country in which it is necessary
or expedient for the Company to transact business, the proper
officers of the Company are hereby authorized to appoint and
substitute all necessary agents or attorneys for service of process, to
designate and change the location of all necessary statutory offices
and, under the corporate seal or otherwise, to make and file all
necessary certificates, reports, powers of attorney and other
instruments as may be required by the laws of such state, territory,
dependency or country to authorize the Company to transact
business therein and, whenever it is expedient for the Company to
cease doing business therein and withdraw therefrom, to revoke any
appointment of agent or attorney for service of process, and to file
such certificates, reports, revocations of appointment or surrenders
of authority as may be necessary to terminate the authority of the
Company to do business in any such state, territory, dependency or
country; and
RESOLVED FURTHER, that the proper officers of the Company
are hereby authorized and directed to execute any and all such
instruments and to take any and all such other action as they may
deem necessary or appropriate to carry out the intent of the forgoing
resolutions; and
RESOLVED FURTHER, that all of the lawful acts and deeds of the
Company taken in connection with the foregoing resolutions, and
any agreements, documents or instruments that the proper officers of
the Company have heretofore executed as aforesaid, are hereby
authorized, adopted, ratified, confirmed and approved and shall be
the binding acts and deeds of the Company.
3
Sent 'By: Stata Corp; 9796964601; Dec -10 -03 9:10AM; Page 5/5
IN WITNESS WHEREOF, the undersigned have executed this Consent effective as of the
date first above written.
INITIAL MANAGERS OF
STATACORP GP, LLC
W LI • ' . GO JLD
We/VA
FINIS R. WELCH
4
•
• EXHIBIT "A" Page 2 of 4 ,_
•
• FIELD NOTES
8.000 ACRE TRACT
THE BUSINESS CENTER AT COLLEGE STATION
Being all that certain tract or parcel of land lying and being situated in the S.W. ROBERTSON SURVEY,
Abstract No. 202 hi College Station, Brazos County, Texas and being a portion of the 200.00 acre tract
conveyed to the City of college Station by the College Station Economic Development Foundation on
December 3, 1991 and recorded in volume 1385, Page 14 of the Official Records of Brazos County, Texas
(O.R.B.C.) and being more particularly described by metes and bounds as follows:
COMMENCING: at a found 1t2 -inch iron rod marking the southeast corner of the 80 -foot wide Lakeway
Drive right -of -way dedication as described on the Amending Plat of THE BUSINESS CENTER AT
COLLEGE STATION, PHASE ONE recorded in Volume 2763, Page 55 (O.R.B.C.), said iron rod also
marking the most northerly corner of said Lakeway Drive right -of -way dedication as described on the Final
Plat of THE BUSINESS CENTER AT COLLEGE STATION, PHASE TWO recorded in Volume 2887,
Page 81 (O.R.B.C.);
THENCE: 43.14 feet in a clockwise direction along the arc of a curve in the northeast line of said Lakeway
Drive right -of- way, said curve having a central angle of 02° 56' 33 ", a radius of 840.00 feet, a tangent of
21.57 feet and a long chord bearing S 19° 46' 47" E at a distance of 43.14 feet to the Point of Tangency;
THENCE: S 18° 18' 30" E for a distance of 331.79 feet along said line of Lakeway Drive for a distance
of 331.79 feet to a found 112 -inch iron pipe for the POINT OF BEGINNING;
THENCE: N 68° 35' 08" E for a distance of 150.01 feet to a 1/2 -inch iron rod set for an angle point;
THENCE: N 59° 49' 03" E fora distance of 255.08 feet to a 1/2 -inch iron rod set for corner,
THENCE: S 85° 30' 00" E for a distance of 225.00 feet to a 1/2 -inch iron rod set for corner;
THENCE: S 47° 38' 05" E for a distance of 288.05 feet to a 1t2 -inch iron rod set for corner;
THENCE: S 23° 23' 50" W for a distance of 244.64 feet to a 1/2 -inch iron pipe set for the Point of
Curvature of a curve to the right;
THENCE: 224.32 feet along the arc of said curve having a central angle of 12° 51' 10 ", a radius of 1000.00
feet, a tangent of 112.63 feet and a long chord bearing S 29° 49' 25 W at a distance of 223.85 feet to a 1/2-
inch iron pipe set for corner;
THENCE: S 36° 15' 00" W for a distance of 103.13 feet to a 1/2 -inch iron rod set for the Point of
Curvature of a curve to the right;
THENCE: 39.27 feet along the arc of said curve having a central angle of 90° 00' 00 ", a radius of 25.00
feet, a tangent of 25.00 feet and a long chord bearing S 81° 15' 00" W at a distance of 35.36 feet to a 1/2-
inch iron pipe set for the Point of Tangency
THENCE: N 53° 45' 00" W for a distance of 273.73 feet to a found 1/2 -inch iron pipe in the northeast
right -of -way line ofLakeway Drive as recorded in Volume 2887, Page 81 (based on an 80 -foot width), said
iron rod also marking a Point of Curvature of a curve to the right;
THENCE: 470:12 feet along the arc of said curve having a central angle of 35° 26' 30 ", a radius of 760.00
feet, a tangent of 242.85 feet and a long chord bearing N 36° 01' 45" W at a distance of 462.66 feet to the
POINT OF BEGINNING and containing 8.000 acres of land, more or less.
I, Michael R. McClure, Registered Professional Surveyor No. 2859 in the State of Texas do certify to the
best of my knowledge, information and belief and in my professional opinion that this survey is true correct
and agrees with a survey made on the ground under my supervision and that this service substantially
conforms to the standards and specifications for a Texas Society of Professional Surveyors Category IA,
Condition II Survey.
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fa.444, 9/0/98
MicItel R. McClure, R.P.L.S. #2859 • P (. , •
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P * O';
MICHAEL R. MCCLURE`
x .... '.....2859 ••
■ O' ••• "tt
SURJ-
Lu1 FulaLIU JeeL1011 ; _P o�. Geoffrey S. Connor
—" `' P.O.Box 13697 / ( \ Secretary of State
Austin, Texas 78711 -3697 1(i --"r ��rl,
cam
Office of the Secretary of State
CERTIFICATE OF CONVERSION
The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of
Conversion
for
STATA CORPORATION
Filing Number: 127140300
• Converting it to
STATACORP, LP
Filing Number: 800264660
have been received in this office and have been found to conform to law. ACCORDINGLY, the
undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby
issues this Certificate of Conversion.
Dated: 10/31/2003
Effective: 11/01/2003 at 12:01 a.m.
( .(‘>,r E Op .
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' Geoffrey S. Connor
Secretary of State
Come visit us on the internet at http: / /www.sos.state.tx.us/
PHONE(512) 463 -5555 FAX(512) 463 -5709 TTY7 -1 -1
Prepared by: Lisa Sartin
uL , L I LUKI — ' P.03/09
03/09
FILED
ARTICLES OF CONVERSION
OF a the o (Stat of T exas
Secretary
STATA CORPORATION nrT 3 1 2003
INTO
STATACORP, LP
CGtpO Ot3S Sect'LQtl
Pursuant to the provisions of Article 5,18 of the Texas Business Corporation Act (the °TBCA
and Section 2.15 of the Texas Revised Limited Partnership Act (the "TRLPA "), the undersigned
converting entity adopts the following Articles of Conversion for the purpose of effecting a
conversion in accordance with the provisions of the TBCA and the TRLPA:
1. A Plan of Conversion (the "Plan ") was approved in accordance with the provisions of
Article 5,17 of the TBCA providing for the conversion of STATA CORPORATION, a corporation
organized under the laws of the State of Texas, into STATACORP, LP, a limited partnership formed
under the laws of the State of Texas,
2. An executed Plan, approved in accordance with the provisions of Article 5.17 ofthe
TBCA, is on file at the principal place of business ofthe converting entity, located at 4905 Lakeway
Drive, College Station, Texas 77845, and the Plan will be on file, from and after the conversion, at
the principal place of business of the converted entity, located at 4905 Lakeway Drive, College
Station, Texas 77845.
3. A copy of the Plan will be furnished by the converting entity, prior to conversion, or
the converted entity, after the conversion, upon written request and without cost, to any shareholder
or partner of the converting entity or the converted entity, respectively.
4. The Plan, the approval thereof and the performance of the Plan's terms were duly
authorized by all action required by the laws under which the converting entity was organized and by
its constituent documents.
5, The number of shares of the converting entity outstanding and entitled to vote on the
Plan is Forty -Five Thousand Five Hundred Sixty -Eight (45,568), The number of shares of the
converting entity voting for the Plan is Forty -Five Thousand Five Hundred Sixty -Eight (45,568), and
the number of shares of the converting entity voting against the Plan is Zero (0),
6. Two copies of the Certificate of Limited Partnership of the limited partnership,
STATACORP, LP, which is to be created pursuant to the Plan, are being filed with the Secretary of
State of Texas with the Articles of Conversion. A copy of said Certificate of Limited Partnership is
attached hereto as Exhibit A and incorporated herein for all purposes,
7. STATACORP, LP will be liable for the payment of all fees and franchise taxes of
STATA CORPORATION, and will be obligated to pay such fees and franchise taxes if same are not
timely paid,
It' smo. Canooraionacot:aniooegkSunQxp, L PN:deler of CAnwtr,lon 2003.D9.31.dec
OCT -31 -2003 15:22 713 8 71 2024 96i P.03
OCT -31 -2003 16:06
V V J1 GG1 1 O • L'IC L. l.•UKr' r . 0409
8, The conversion of STATA CORPORATION into STATACORP, LP shall become
effective upon the issuance of a Certificate of Conversion in accordance with the provisions of
Article 5.19 of the MCA, and Section 2.12 of the TRLPA.
Dated: October 31, 2003, to be effective as of 12:01 a.m. on November 1, 2003.
STATA CORPORATION
By: s/Finis R. Welch
Finis R. Welch, Chairman
X:SSuna CorpmailAborivriaderMuaCerp, LMrside of Coarenion,2003.09.22.dx
OCT -31 -2003 15:22 713 871 2024 98i F.04
OCT -31 -2003 16:01; o7• o MA
u r ui -�eu� lo•�� L I LuKI' P.05/09
PLAN OF CONVERSION
OF
STA.TA CORPORATION
(a Texas corporation)
INTO
STATACORP, LP
(a Texas limited partnership)
THIS PLAN OF CONVERSION (the "Plan "), is entered into effective as of 12:01 a.m.
on November 1, 2003 (the "Effective Time "), pursuant to Article 5.17 of the Texas Business
Corporation Act (the "TBCA ") and Section 2.15 of the Texas Revised Limited Partnership Act,
by STATA CORPORATION, a Texas corporation (hereinafter referred to as the "Converting
Entity").
WITNES SETH:
WHEREAS, Converting Entity is a corporation duly organized and validly existing under
the laws of the State of Texas; and there are currently outstanding Forty-Five Thousand Five
Hundred Sixty -Eight (45,568) shares of common stock of Converting Entity;
WHEREAS, the Board of Directors of Converting Entity deems it advisable and in the
best interests of Converting Entity and its shareholders that Converting Entity convert into .
STATACORP, LP, a Texas limited partnership, as provided herein (the "Conversion ") and in
resolutions duly adopted and approved pursuant to the terms and provisions of this Plan;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, in accordance with the provisions of applicable law, the parties hereby agree
as follows:
ARTICLE I
General
1.1 The Conversion. The Board of Directors and the shareholders of Converting
Entity (the "Shareholders") agree to effect the Conversion, subject to the terms and conditions
herein set forth. This Plan of Conversion shall be submitted to all of the Shareholders entitled to
vote with respect to the subject matter hereof, for adoption and approval in accordance with the
TBCA, by consents in writing executed by the Shareholders.
1.2 Converted Entity. At the Effective Time, as defined above, the Conversion shall
be accomplished by converting Converting Entity into STATACORP, LP, a Texas limited
partnership (hereinafter sometimes referred to as the "Converted Entity"), and the existence of
Converting Entity shall continue in the organizational form of Converted Entity.
K. Srata Ce,peruielANCOr arisrlenl$waCrp 1.2Vtall of Cenwrsion.1003 OL doc
OCT -31 -2003 15 22 713 871 2024 98% P.05
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1.3 Organizational Form of Converted Equity. Converted Entity shall be a limited
partnership organized under the laws of the State of Texas, The General Partner of Converted
Entity shall be StateCorp GP, LLC, a Texas limited liability company.
1.4 C cate of Limited Partnershi . and Limited Partnershi ' A Bement of
Converted Entity. The Certificate of Limited Partnership of Converted Entity (attached hereto a
Exhibit A and also as to the Articles of Conversion to be filed with the Texas Secretary of State)
shall be and remain the Certificate of Limited Partnership of Converted Entity, until altered,
amended or repealed, The Limited Partnership Agreement of Converted Entity in the form of
Exhibit B attached hereto shall be and remain the Limited Partnership Agreement of Converted
Entity, until altered, amended or repealed.
1.5 Proper* and Liabilities. At the Effective Time, (a) Converting Entity shall be
converted into Converted Entity and Converting Entity shall continue to exist, without
interruption, in the organizational form of .Converted Entity rather than Converted Entity's prior
organizational form; (b) all rights, title and interests to all real estate and other property owned
by Converting Entity shall continue to be owned by Converted Entity in its new organizational
form without revision or impairment, without further act or deed, and without any transfer or
assignment having occurred; (e) all liabilities and obligations of Converting Entity shall continue
to be liabilities and obligations of Converted Entity in its new organizational form without
impairment or diminution by reason of the Conversion, and all liens upon the property of
Converting Entity shall be preserved unimpaired; (d) all rights of creditors or other parties with
respect to or against the prior interest holder or other owners of Converting Entity in their
capacities as such in existence as of the Effective Time will continue in existence as to those
liabilities and obligations and may be pursued by such creditors and obligees as if the
Conversion had not occurred; (e) any proceeding pending by or against Converting Entity or by
or against any Converting Entity's interest holders or owners in their capacities as such may be
continued by or against Converted Entity in its new organizational form and by or against the
prior interest holders or owners, without any need for substitution of parties. Converted Entity
shall, from and after the Effective Time, possess all the rights, privileges, immunities, powers
and franchises of whatsoever nature and description, of a public as well as a private nature, and
be subject to all the restrictions, disabilities and duties of Converting Entity.
No Shareholder shall, as a result of the Conversion, become personally liable for the
liabilities and obligations of .Converted Entity,
1.6 Additional Acts. Converting Entity hereby agrees that at any time, or from time
to time, as and when requested by Converted Entity, or by its successors and assigns, it will
execute and deliver, or cause to be executed or delivered in its name by its last acting officers, or
by the corresponding officers of Converted Entity, all such conveyances, assignments, transfers,
deeds or other instruments, and will take or cause to be taken such further or other action as
Converted Entity, its successors or assigns, may deem necessary, desirable or appropriate in
order to evidence the transfer, vesting or devolution of any property, right, privilege, immunity
or franchise, or to vest or perfect in or confirm to Converted Entity, its successors and assigns,
ICS u Cc p, Wisp of Cones iion. 2O03,09.:1dor
OCT -31 -2003 15:23 713 871 2024 98% P.06
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title to and possession of all of the property, rights, privileges, powers, immunities, franchises,
leases and interests referred to in this Article I and otherwise to carry out the intent and purposes
hereof,
1.7 Effective Time. The Effective Time of the Conversion of Converting Entity into
Converted Entity shall be as set forth in the Articles of Conversion to be filed with the Texas
Secretary of State,
ARTICLE II
Shares of Stock of Converted Entity
2.1 Conversion of Stock. The manner of the conversion of the shares of stock of
Converting Entity upon the Effective Date shall be as hereinafter set forth in this Section 2.1.
Each share of stock of Converting Entity issued and outstanding and held by the Shareholders
immediately prior to the Effective Date, and all rights in respect thereof shall thereupon, by
virtue of the Conversion and without any further action on the part of the holder thereof,
automatically become and be converted into ownership in Converted Entity in as set forth in the
Limited Partnership Ageement of Converted Entity.
(Signature Page Follows)
KlSuas CerpmtioaA.orsu i:sie 121Ia35 of Coa.enialy307.09.31.doe
OCT -31 -2003 15:23 713 871 2024 98> P.07
nrT -71 , c. rac --
1b: e T CORP P.08/09
IN WITNESS WHEREOF', this Plan has been executed this 31st day of October 2003, to
be effective as of 12:01 a.m. on November 1, 2003
STATA CORPORATION,
a Texas corporation
By: s/Finis R. Welch
Finis R. Welch, Chairman
Accepted and Agreed:
STATACORP, LP,
a Texas limited partnership
By: STATACORP GP, LLC,
a Texas limited liability company, its Sole General Partner
By s/Finis R. Welch
Finis R. Welch, Chairman and Manager
1: lSuuterponaio .lAse.ynlswlen�lymCay, LP P ofConvesei 003.o9.L'.Eoe
nrT - 31 - '023 15:23 713 671 2024 99% P.08
ni"T R1- :G1ClK 14, :na
OCT -31 -2003 16 04 C T CORP P. 09/09
EXIIIBIT A
CERTIFICATE OF LIMITED PARTNERSHIP OF STATACORP, LP
Pursuant to the provisions of the Texas Revised Limited Partnership Act (the "Act "), the
undersigned hereby swears and certifies that the statements made in the Limited Partnership Agreement
of STATACORP, LP (the "Agreement ") constitute the entire agreement among the parties thereto with
respect to the purposes and properties of such partnership (the "Partnership ") as set forth in the
Agreement, and such Agreement and the statements hereinafter made contain all of the information
required to be submitted pursuant to the Act.
1, The name of the Partnership is STATACORP, LP.
2. The name of the agent for service of process on the Partnership and the address of the registered
office of the Partnership are:
Larry E. Jacobs
Nine Greenway Plaza, Suite 3100
Houston, Texas 77046
3, The address of the principal office of the Partnership is:
4905 Lakeway Drive
College Station, Texas 77845
4, The name and address of the sole general partner is:
StataCorp GP, LLC
4905 Lalceway Drive
College Station, Texas 77845
5. This Partnership is being formed pursuant to a plan of conversion adopted in accordance with the
provisions of Article 5.17 of the Texas Business Corporation Act and Section 2.15 of the Act.
6. The name, address, date of formation and the prior form of organization and jurisdiction of the
converting entity is as follows:
•
(a) Name: Stata Corporation
(b) Address: 4905 Lakeway Drive
College Station, Texas 77845
(c) Date of Formation.: ation.: May 24, 1993; File No 127140300
(d) Prior Form: Corporation
(e) Jurisdiction of converting entity: Texas
Dated: October 31, 2003, to be effective as of 12:01 a.rn . on November 1, 2003.
STATACORP GP, LLC
• By:
Finis Welch, Chairman and Manager
TOTAL P.09
0710131
DILL & RETURN TO:
LAWYEE,2 I TITLE CO
+_
DEED OF TRUST, SECURITY AGREEMENT,
FIXTURES, FINANCING STATEMENT, AND 7
ASSIGNMENT OF RENTS AND LEASES
(COMMERCIAL)
7
THE STATE OF TEXAS §
COUNTY OF BRAZOS §
0
DEED OF TRUST 0
A. The Grant. Know all persons by these presents, that in consideration of certain indebtedness, justly owing by STATA
CORPORATION (herein referred to as "Mortgagor ", whether one or more) to FIRST AMERICAN BANK, SSB, A TEXAS STATE SAVINGS
6
BANK, (herein referred to as "Mortgagee "), and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to
Mortgagor, the receipt and sufficiency of which are hereby acknowledged, Mortgagor has granted, assigned, transferred and conveyed, and does 7
hereby grant, assign, transfer and convey unto JOE G. SALVATO, Trustee (herein referred to as the "Trustee "), and also to the Substitute Trustee
as hereinafter provided for (herein referred to as the "Substitute Trustee "), all of the following described property:
(1) That certain real property located in Brazos County, Texas (herein referred to as the "Land "), as more particularly described as being
all that certain lot, tract or parcel of land lying and being situated in Brazos County, Texas, and known as being Lot Two (2), Block Four
(4), RESUBDIVISION & FINAL PLAT, THE BUSINESS CENTER AT COLLEGE STATION, PHASE TWO, an addition to the City of
College Station, Brazos County, Texas, according to the Plat recorded in Volume 3490, Page 267, Official Records of Brazos County, Texas,
together with all appurtenances thereto and all right, title and interest (including any reversionary interest) now and/or hereafter owned, claimed,
held or acquired by Mortgagor, its successors and assigns, in and to (i) the whole or any part of the above described Land (including all mineral
rights and interests of Mortgagor relating thereto), and/or (ii) any easements, ways, alleys, rights of ingress and egress appurtenant to the Land,
and/or (iii) any and all strips of land adjoining, adjacent and/or contiguous to the Land and/or (iv) any street or road adjacent and/or contiguous to
the Land;
(2) All buildings and other improvements now or hereafter placed on said Land, as well as all appurtenances, betterments and additions
thereto; all and singular the rights, privileges, hereditaments, and appurtenances in any wise incident or appertaining to said Land and improvements,
including, without limitation, any and all rights to the present or future use of waste water, waste water capacity, drainage, water or other utility
facilities to the extent same pertain to or benefit said Land or the improvements located thereon, including without limitation all reservations of or
commitments or letters covering any such use in the future, whether now owned or hereafter acquired; and
(3) All furniture, fixtures, equipment, personal property, books, records and files belonging to Mortgagor and now or hereafter or from
time to time situated on or in or used in connection with said Land and improvements, whether or not affixed to the realty, including, but not limited
to, lighting, heating, ventilating, air conditioning, sprinkling, mechanical and plumbing materials; fixtures and equipment; water and power systems;
engines, boilers; furnaces; elevators; motors; refrigeration; plants; awnings; shrubbery; ranges; ovens; refrigerators; dishwashers; disposals;
carpeting; and swimming pool equipment, and all after - acquired property in the same categories (all of said property and rights described in
Subparagraphs (1) through (3) above are hereinafter collectively referred to herein as the "Properties ").
TO HAVE AND TO HOLD the Properties unto the Trustee and also unto the Substitute Trustee, and the assigns of the Trustee or
Substitute Trustee, and Mortgagor does hereby bind Mortgagor and the heirs, legal representatives, successors and assigns of Mortgagor to warrant
and forever defend all and singular the Properties unto the Trustee and also unto the Substitute Trustee, and unto the assigns of the Trustee or
Substitute Trustee, and against every person or party whomsoever claiming or to claim the same, or any part thereof.
B. The Indebtedness. This conveyance is made in trust, however, to secure the performance of all covenants and agreements contained
in this instrument or any other instrument executed in connection herewith or as security for the note herein described, and the full and prompt
payment and performance when due (by lapse of time or otherwise) of the following indebtedness (herein referred to as the "Indebtedness "):
(1) Any and all sums, including principal, interest, expenses, prepayment penalties, court costs and attorney's fees, called for in that
certain note (herein called the "Note ") of even date herewith executed by Mortgagor payable to the order of Mortgagee, in the principal amount
of ONE MILLION SEVEN HUNDRED THOUSAND AND NO /100 DOLLARS (S1,700,000.00), bearing interest at the rate and being due and
payable as therein stated, at the address listed herein for Mortgagee or elsewhere as the Mortgagee or holder of the Note may direct, containing
provisions for interest at the rate therein stated on the entire unpaid amount of principal and interest while any default continues thereunder, and
for acceleration of maturity and the collection of attorneys' fees under certain conditions, reference to the Note being here made for all purposes;
the scheduled maturity date of the Note being MARCH 6, 2025;
(2) All sums, including principal, interest, expenses, court costs, attorneys' fees, and prepayment penalties, if any, called for in any note
or other instrument representing, in whole or in part, a renewal, extension, modification or rearrangement of the Indebtedness; it being agreed,
however, that Mortgagee is under no obligation to renew, extend or rearrange said Indebtedness; and
(3) All sums and/or obligations owing by Mortgagor to Mortgagee or other holder(s) of any part of the Indebtedness pursuant to the terms
and provisions of this Deed of Trust, Security Agreement, Fixtures Financing Statement and Assignment of Rents and Leases (herein referred to
as this "Deed of Trust "), as set forth hereinbelow, or any other instrument now or hereafter securing any part of the Indebtedness. •
(4) All other debts of every kind and character now or hereafter owing by Mortgagor to the Mortgagee whether such debts be evidenced
by written instrument or not and whether they be direct obligations arising out of a guaranty, endorsement, suretyship or otherwise, or whether they
be joint, several or indirect, and whether they were heretofore or are hereafter purchased or otherwise acquired;
(5) Any and all renewals and extensions of the above.
C. Remedies of Mortgagee. If the Indebtedness is fully paid and performed as and when the same becomes due, and if all of Mortgagor's
covenants and agreements herein are fully kept and performed, then this conveyance shall thereupon become of no further force and effect and shall
be released by Mortgagee or other holder(s) of the Indebtedness upon the written request and at the expense of Mortgagor. But in case there occurs
any default in the payment of the Indebtedness, in whole or in part, as and when the same is or becomes due, in whatever way the maturity thereon
may be brought about, or if there shall occur any other Event of Default hereunder (as hereinafter defined), then Mortgagee may, at its election by
or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:
(1) Acceleration of Indebtedness. Mortgagee may declare the entirety of the Indebtedness, including the Note herein described and all
principal, accrued interest, court costs and attorneys' fees hereunder, immediately due and/or payable, without notice of intention to accelerate, notice
of acceleration, presentment, protest, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor)
whereupon the same shall become immediately due and payable;
JDW/lkm STATA.DT 00 -0279 1
M' 71 0131
(2) Mortgagee's Right to Possession. Mortgagee may enter upon the Properties and take exclusive possession thereof and of all books,
records and accounts relating thereto. If Mortgagor remains in possession of all or any part of the Properties after an Event of Default and without 7
Mortgagee's prior written consent thereto, it shall be considered a tenant at sufferance, and Mortgagee may invoke any and all legal remedies to
dispossess Mortgagor, including specifically, one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing 4
contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of
the Properties after an Event of Default that would have existed in the absence of such sentence;
(3) Mortgagee's Right to Manage. Mortgagee may hold, lease, manage, operate or otherwise use or permit the use of the Properties,
either by itself or by other persons, firms or entities, in such manner, for such time and upon such other terms as Mortgagee may deem to be prudent
and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action
with reference thereto, from time to time, as Mortgagee shall deem necessary or desirable), and apply all rents and other amounts collected by
Mortgagee in connection therewith in accordance with the provisions governing application of proceeds set forth herein; 0
(4) Foreclosure. Mortgagee may sell or offer for sale the Properties in such portions, order and parcels as Mortgagee may determine, s�
with or without having first taken possession of the same, to the highest bidder for cash at public auction. Such sale shall be made at the courthouse �GJ
door of the County wherein the Land (or any of that portion thereof to be sold) is situated (whether the parts or parcels thereof, if any, in different
6
counties are contiguous or not, and without the necessity of having any personal property hereby mortgaged present at such sale) on the first Tuesday
of any month between the hours of 10:00 a.m. and 4:00 p.m. after posting a written or printed notice or notices of the place, time and terms of the 3
sale of the Properties for twenty-one (21) days prior to the date of the sale at the courthouse door of the county in which the sale is to be made and
at the courthouse door of any other county in which a portion of the Properties may be situated and filing a copy of such notice(s) in the office of
the county clerk in each of such counties, and by serving written notice of the proposed sale at least twenty-one (21) days preceding the date of sale
by certified mail on each debtor obligated to pay the Indebtedness according to the records of the Mortgagee. Service of such notice shall be
completed upon deposit of the notice, enclosed in a postpaid wrapper, properly stamped and addressed to such debtor at the most recent address
as shown by the records of the Mortgagee, in a post office or official depository under the care and custody of the United States. It is agreed that
the posting and transmittal of notices may be performed by the Trustee, Mortgagee, or by any person acting for them. In lieu of the foregoing, the
sale may be accomplished by following the procedures permitted or required by Tex. Prop. Code Ann. § 51.002 (Vernon 1984), as same may be
amended from time to time, relating to the sale of real estate and/or by Chapter 9 of the Texas Uniform Commercial Code relating to the sale of
personal property collateral after default by a debtor (as said Section and Chapter may now exist or may hereafter be amended or succeeded), or
by any other present or subsequent articles or enactments relating to the same. Nothing contained in this Paragraph shall be construed to limit in
any way Trustee's rights to sell the Properties by private sale if, and to the extent, that such private sale is permitted under the laws of the State of
Texas or by public or private sale after entry of judgment by any court of competent jurisdiction ordering the same. At any such sale (i) whether
made under power herein contained, the aforesaid § 51.002, Tex. Prop. Code Ann., the Texas Uniform Commercial Code, any other legal
requirement or by virtue of any judicial procedure or any other legal right, remedy or recourse, it shall not be necessary for Trustee to have
physically present, or to have constructive possession of the Properties (Mortgagor hereby covenanting and agreeing to deliver to Trustee any portion
of the Properties not actually or constructively possessed by Trustee immediately upon demand by Trustee), and the title to and right of possession
of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such
sale, (ii) each instrument of conveyance executed by Trustee shall contain a general warranty of title, binding upon Mortgagor, (iii) each and every
recital contained in any instrument of conveyance made by Trustee shall conclusively establish the truth and accuracy of the matters recited therein,
including, without limitation, nonpayment of the Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise
by law and appointment of any successor Trustee hereunder, (iv) any and all prerequisites to the validity thereof shall be conclusively presumed
to have been performed, (v) the receipt of trustee or of such other party or officer making the sale shall be a sufficient discharge to the purchaser
or purchasers of his or their purchase money and no such purchaser or purchasers, or his or their assigns or personal representatives, shall thereafter
be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or nonapplication thereof,
(vi) to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand
whatsoever, either at law or in equity, in and to the property sold and such sale whatsoever, either at law or in equity, in and to the property sold
and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor, and against any and all other persons claiming or to claim the
property sold or any part thereof, by, through or under Mortgagor, and (vii) to the extent and under such circumstances as are permitted by law,
Mortgagee may be a purchaser at any such sale;
(5) Appointment of Receiver. Mortgagee may, upon, or at any time after commencement of foreclosure of the lien and security interest
provided for herein or any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without
notice to Mortgagor or regard to the adequacy of the Properties as security for the repayment of the Indebtedness, for appointment of a receiver of
the Properties, and Mortgagor hereby irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of
receivers in similar cases, including the full power to rent, maintain and otherwise operate the Properties upon terms as may be approved by the
Court, and shall apply all income from the Properties in accordance with the provisions governing proceeds set forth hereinafter;
(6) Basis for Remedies. Mortgagee may exercise any and all rights, remedies and recourses granted under this instrument or other
instruments securing the Indebtedness, in equity, at law or by virtue of statute or otherwise;
(7) Additional Provisions Relating to a Sale of the Properties. The following provisions shall also apply with regard to Mortgagee's
rights and remedies hereunder:
(a) The Properties may be sold in one or more parcels and in such manner and order as Trustee, in its sole discretion, may elect, it being
expressly understood and agreed that the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales, but other
and successive sales may be made until all of the Properties have been sold or until the Indebtedness has been fully satisfied. As among the various
counties in which items of the Properties may be situated, sales in such counties may be conducted in any order that the Trustees may deem
expedient; and any one or more of such sales may be conducted in the same month, or in successive or different months, as the Trustee may deem
expedient;
(b) To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (i) all benefits that
might accrue to Mortgagor by any present or future law exempting the Properties from attachment, levy, or sale on execution or providing for any
appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (ii) all notices of any Event
of Default (except as may be provided for under the terms hereof) or of Mortgagee's or Trustee's election to exercise or his actual exercise of any
right, remedy or recourse provided for under this instrument; and (iii) any right to appraisal or marshalling of assets or a sale in inverse order of
alienation;
(c) In case Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted under this instrument and shall thereafter
elect to discontinue or abandon the same for any reason, Mortgagee shall have the unqualified right so to do and, in such event, Mortgagor and
Mortgagee shall be restored to their former positions with respect to the Indebtedness, the Properties and otherwise, and the rights, remedies,
recourses and powers of Mortgagee shall continue as if same had never been invoked;
(d) The proceeds of any sale of, and the rents and other income generated by the holding, leasing, operating or other use of, the Properties
may be applied by Mortgagee (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of
priority: (i) first, to the payment of the costs and expenses of taking possession of the Properties and of holding, using, leasing, maintaining,
repairing, improving, and selling the same, including, without limitation, (1) Trustee's fees equal to 5% of the Indebtedness and receivers' fees, (2)
Costs of advertisement; and (3) at Mortgagee's option, payment of any and all charges, taxes, premiums and prior liens, security interests or other
rights, titles or interests on the Properties (without in any way implying Mortgagee's prior consent to the creation thereof); (ii) second, to the payment
JDW/Ikm STATA.DT 00 -0279 2
0710131
0
of all amounts, other than the principal amount of the Indebtedness and accrued unpaid interest thereon, which may be due to the Mortgagee under 3
this instrument, together with interest thereon as provided herein; (iii) third, to the payment of all accrued but unpaid interest due on the Note; (iv) 7
fourth, to the payment of the principal amount outstanding on the Note; (v) fifth, to the payment of any portion of the Indebtedness not yet paid
or satisfied in such order as Mortgagee may elect in its sole discretion, (vi) sixth, to the payment of any indebtedness or obligation secured by a 4
subordinate deed of trust or security interest on all or any part of the Properties; and (vii) seventh, to Mortgagor; provided, however, nothing herein
shall require Mortgagee to apply said proceeds as aforesaid, it being agreed that Mortgagee may apply said proceeds in any other manner allowed 7
by law. Any party liable on the Indebtedness shall be liable for any deficiency remaining in the Indebtedness subsequent to the sale referenced
herein; and
(8) Installment Foreclosure. If default is made in the payment of any installment of the Note or any other note secured by this instrument,
or in payment of any other part of the Indebtedness, Mortgagee or other holder(s) thereof shall have the option to proceed with foreclosure in
satisfaction of such item or items, either through the courts or by directing the Trustee or the Substitute Trustee to proceed as if under a foreclosure,
conducting the sale as herein provided and without declaring the whole debt or all of the Indebtedness due, and if said sale is made because of such
default, such sale may be made subject to the unmatured part of the Indebtedness, but as to the unmatured part of the Indebtedness, this Deed of
Trust shall remain in full force and effect just as though no sale had been made under the provisions of this paragraph. Several sales may be made
hereunder without exhausting the right of sale for any unmatured part of the Indebtedness, it being the purpose hereof to provide for a foreclosure
and sale of the Properties, in whole or in part, for any matured portion of the Indebtedness without exhausting the power of foreclosure and the power
to sell the Properties, in whole or in part, for any other part of the Indebtedness, whether then matured or subsequently maturing. 9
D. Substitute Trustee. In case of the resignation of the Trustee, or the inability (through death or otherwise), refusal or failure of the
trustee to act, or at the option of Mortgagee or the holder(s) of a majority of the Indebtedness for any other reason (which reason need not be stated),
a Substitute Trustee may be named, constituted and appointed by Mortgagee or the holder(s) of a majority of the Indebtedness, without other
formality than an appointment and designation in writing, which appointment and designation shall be full evidence of the right and authority to
make the same and of all facts therein recited, and this conveyance shall vest in the Substitute Trustee the title, powers and duties herein conferred
on the Trustee originally named herein, and the conveyance of the Substitute Trustee to the purchaser(s) at any sale of the Properties or any part
thereof shall be equally valid and effective. The right to appoint a Substitute Trustee shall exist as often and whenever from any of said causes,
the Trustee, original or Substitute, resigns or cannot, will not or does not act, or Mortgagee or the holder(s) of a majority of the Indebtedness desires
to appoint a new Trustee. No bond shall ever be required of the Trustee, original or Substitute. The recitals in any conveyance made by the Trustee,
original or Substitute, shall be accepted and construed in court and elsewhere as prima facie evidence and proof of the facts recited, and no other
proof shall be required as to the request by Mortgagee or the holder(s) of a majority of the Indebtedness to the Trustee to enforce this Trust, or as
to the notice of or holding of the sale, or as to any particulars thereof, or as to the resignation of the Trustee, original or Substitute, or as to the
inability, refusal or failure of the Trustee, original or Substitute, to act, or as to the election of Mortgagee or the holder(s) of a majority of the
Indebtedness to appoint a new Trustee, or as to appointment of a Substitute Trustee, and all prerequisites of said sale shall be presumed to have been
performed; and each sale made under the powers herein granted shall be a perpetual bar against Mortgagor and the heirs, personal representatives,
successors and assigns of Mortgagor, Trustee, original or substitute, is hereby authorized and empowered to appoint any one or more persons as
attomey -in -fact to act as Trustee under him and in his name, place and stead in order to take any actions that Trustee is authorized and empowered
to do hereunder, such appointment to be evidenced by an instrument signed and acknowledged by said Trustee, original or substitute; and all acts
done by said attorney -in -fact shall be valid, lawful and binding as if done by said Trustee, original or substitute, in person.
E. Indemnification of Trustee. Except for gross negligence or willful misconduct, Trustee shall not be liable for any act or omission
or error of judgment. Trustee may rely on any document believed by him in good faith to be genuine. All money received by Trustee shall, until
used or applied as herein provided, be held in trust, but need not be segregated (except to the extent required by law), and Trustee shall not be liable
for interest thereon. Mortgagor shall indemnify Trustee against all liability and expenses that he may incur in the performance of his duties
hereunder.
II.
ASSIGNMENT OF RENTS AND LEASES
A. The Grant. Mortgagor hereby transfers, sets over and assigns absolutely and unconditionally to Mortgagee, Trustee and to their
respective successors and assigns, all leases, subleases and licenses, whether now in existence or hereafter created, covering all or any portion of
the Properties, (herein referred to as the "Leases "), together with all rents, issues, profits, security deposits, payments and other revenue or income
due or to become due under the Leases and all benefits of Mortgagor thereunder or under any agreement pertaining thereto (herein referred to as
the "Rents "). For so long as an Event of Default has not occurred, Mortgagor shall have a license (revocable at any time by Mortgagee upon the
occurrence of any Event of Default hereunder) to collect, as trustee for the benefit of Mortgagee and Mortgagor, any Rents provided for in said
Leases, but not more than one month in advance unless otherwise provided by the express terms of' such Leases and approved in writing by
Mortgagee. Mortgagor shall apply the funds so collected first to the payment of the Indebtedness in such manner as Mortgagee elects and thereafter
to the account of Mortgagor. Mortgagor further assigns to Mortgagee any and all guaranties of tenants' performance under the Leases. Mortgagor
agrees at any time and from time to time until the Indebtedness is paid in full to execute and deliver such additional assignments of leases, subleases,
licenses and/or rents, security agreements and other instruments as Mortgagee shall from time to time request. The substance, form, execution and
delivery of such additional assignments of leases, subleases, licenses and /or rents, security agreements, and other instruments must be satisfactory
in all respects to Mortgagee and its counsel.
B. Remedies. If an Event of Default (as hereinafter defined) has occurred and during the continuance thereof, in addition to all other
rights and remedies of Mortgagee as set forth under Section I hereof, Mortgagee shall have the following rights and remedies:
(1) Possession and/or Collection of Rent. Mortgagee, without first being required to foreclose, or take any actions to foreclose or
exercise any other actions or remedies hereunder, shall have the exclusive right and power (but not the obligation) to enter upon and take possession
of the Properties or any part thereof, to rent or re-rent the same, either in the name of Mortgagee or Mortgagor, to receive all Rents from the
Properties (whether or not Mortgagee has entered upon, taken possession of, foreclosed or taken any actions to foreclose the Properties), and to apply
all amounts received first, to the costs and expenses incurred by Mortgagee in protecting and operating the Properties, and next, to the payment of
the Indebtedness in such manner and in such order of priority as Mortgagee shall determine. Any such action by Mortgagee shall not operate as
a waiver of the Event of Default in question, or as an affirmance of any Lease or of the rights of any tenant in the event title to that part of the
Properties covered by the lease or held by the tenant should be acquired by Mortgagee or other purchaser at a foreclosure sale. The right of
Mortgagee to receive all Rents fromthe Properties during the continuance of any such Event of Default shall be applicable whether or not Mortgagee
has entered upon, foreclosed, taken any actions to foreclose or taken possession of the Properties, or has otherwise attempted to exercise its rights
hereunder, and if any such Rents are paid to or received by Mortgagor, Mortgagor shall immediately pay the same to Mortgagee, without the
necessity of any request or demand therefor. Mortgagor hereby authorizes and directs all tenants of the Leases herein described, and any successors
to the leasehold interest of said tenants, upon receipt of any written request of Mortgagee stating that an Event of Default has occurred, to pay to
the Mortgagee the Rents due and to become due under said Leases. Mortgagor agrees that said tenants shall have the right to rely upon such
statement and request by the Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists hereunder and
notwithstanding any notice from or claim of Mortgagor to the contrary, and Mortgagor shall have no right or claim against said tenants for any such
Rents so paid by the tenants to the Mortgagee; and
(2) Management. Mortgagee, at its option, may take over and assume the management, operation and maintenance of the Properties
and to perform all acts necessary and proper and to expend such sums out of the income of the Properties as may be needful in connection therewith,
in the same manner and to the same extent as Mortgagor theretofore might do, including the right to enter new leases, to cancel or surrender existing
JDW/lkm STATA.DT 00 -0279 3
0710131
Leases, to alter or amend the terms of existing Leases, to renew existing Leases or to make concessions to tenants. Mortgagor hereby releases all
claims against Mortgagee arising out of such management, operation and maintenance, except the liability of Mortgagee to account as hereinafter 7
set forth.
C. Mortgagee in Possession; No Liability of Mortgagee. Mortgagee's acceptance of this assignment shall not, prior to entry upon and 4
taking possession of the Properties by Mortgagee, be deemed to constitute Mortgagee a "mortgagee in possession ", nor obligate Mortgagee to appear 7
in or defend any proceeding relating to any of the Leases or to the Properties, take any action hereunder, expend any money, incur any expenses,
or perform any obligation or liability under the Leases, or assume any obligation for any deposits delivered to Mortgagor by any tenant and not
delivered to Mortgagee. Mortgagee shall not be liable for any injury or damage to person or property in or about the Properties. Neither the
collection of Rents due under the Leases herein described, nor possession of the Properties by Mortgagee under any of the circumstances set forth
herein shall render Mortgagee liable with respect to any obligations of Mortgagor to any tenant or subtenant under said Leases, such liability to arise
only with respect to a party purchasing the Properties at a foreclosure sale or receiving a deed covering the Properties in lieu of foreclosure and then
to arise only with respect to obligations accruing subsequent to such foreclosure sale or deed in lieu thereof.
D. Application of Income. Mortgagee shall, after payment of all proper charges and expenses, including reasonable compensation to 43
any managing agent as it shall select and employ, and after the accumulation of a reserve to meet taxes, assessments and insurance as herein required 7
in requisite amounts, credit the net amount of income received by it from the Properties by virtue of this absolute assignment to any amounts due
and owing to it by Mortgagor under the terms hereof, but the manner of the application of said net income and what items shall be credited shall j�}
be determined in the sole discretion of Mortgagee. Mortgagee shall notbe accountable for more monies than it actually receives from the Properties Y�
nor shall it be liable for failure to collect Rents.
E. Additional Covenants. Warranties and Representations Concerning Leases and Rents. Mortgagor covenants, warrants and represents
that
(I) Neither Mortgagor nor any previous owner has entered into any prior oral or written assignment, pledge or reservation of the Rents,
nor entered into any prior assignment or pledge of Mortgagor's landlord interests in any Lease of the whole or any part of the Properties;
(2) Mortgagor has good title to the Leases (except any subleases) and Rents hereby assigned and the authority to assign same, and no
other person or entity has any right, title or interest in and to the landlord's interest therein;
(3) All existing Leases are valid, unmodified and in full force and effect, except as indicated herein, and no default exists thereunder,
(4) No Rents have been, nor does Mortgagor anticipate that any Rents will be, waived, released, discounted, set off or compromised,
except as indicated in the Leases;
(5) Except as indicated in the Leases, Mortgagor has not received any funds or deposits from any tenant for which credit has not already
been made on account of accrued Rents;
(6) Mortgagor shall (a) perform all of the terms and conditions of the Leases, (b) upon Mortgagee's request, execute an additional
assignment to Mortgagee of all Leases then affecting the Properties and all Rents and other sums due thereunder by assigmnent(s) in form and
substance satisfactory to Mortgagee, and (c) at the request ofMortgagee, record such Leases and the assignment(s) thereof to Mortgagee. Mortgagor
will not, without the prior written consent of Mortgagee, amend, extend, renew, or terminate any Lease of any portion of the Properties;
(7) Mortgagor shall give immediate notice to Mortgagee of any notice Mortgagor receives from any tenant or subtenant under any
Leases, specifying any claimed default by any part under such Leases;
(8) Mortgagor shall enforce the tenants' obligations and shall perform landlord's obligations under the Leases;
(9) Mortgagor shall defend, at Mortgagor's expense, any proceeding pertaining to the Leases, including, if Mortgagee so requests, any
such proceeding to which Mortgagee is a party;
(10) Mortgagor shall neither create nor permit any encumbrance upon its interest as landlord under the Leases, except for this Deed of
Trust and any other encumbrances permitted by this Deed of Trust;
(11) Mortgagor shall not encumber or assign, or permit the encumbrance or assignment, of any Leases or future Rents without the prior
written consent of Mortgagee; and
(12) Mortgagor shall not waive or release any obligation of any tenant under the Leases without Mortgagee's prior written consent.
F. Indemnification. Mortgagor hereby agrees to indemnify and hold Mortgagee harmless from all liability, damage, or expense incurred
by Mortgagee from any claims under the Leases, including, without limitation, claims by tenants for security deposits or for rental payments more
than one (1) month in advance and not delivered to Mortgagee. All amounts indemnified against hereunder, including reasonable attomeys' fees,
if paid by Mortgagee, shall bear interest at the maximum non - usurious rate allowed by applicable law, shall be payable by Mortgagor immediately,
without demand, and shall be secured hereby.
G. Merger. There shall be no merger of the leasehold estates created by the Leases with the fee estate of the Land without the prior
written consent of Mortgagee.
H. Tern. This absolute assignment shall remain in full force and effect so long as the Indebtedness or any part thereof to Mortgagee
remains unpaid or unsatisfied, in whole or in part.
I. Reassignment. By Mortgagee's acceptance of this Deed of Trust, it is understood and agreed that a full and complete release of this
Deed of Trust shall operate as a full and complete reassignment to Mortgagor of the Mortgagee's rights and interests under this Section II.
.1. Actions of Trustee. All provisions hereof shall inure to the benefit of and all actions authorized hereunder shall be exercisable by
the Trustee or the Substitute Trustee at Mortgagee's request.
III.
SECURITY AGREEMENT
Without limiting any of the provision of this instrument, the Mortgagor, as Debtor and referred to in this Section as "Debtor ", warrants
and represents or agrees, and the Mortgagee, as Secured Party and referred to in this Section as "Secured Party" by acceptance of this Deed of Trust
agrees as follows:
A. Grant of Security Interest. This instrument shall be construed as a Deed of Trust on real property and it shall also constitute and serve
as a Security Agreement on personal property and fixtures within the meaning of, and shall constitute until the grant of this instrument shall
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•
terminate as provided herein, a first and prior pledge and assignment and a first and prior security interest under the Uniform Commercial Code
(being Chapter 9 of the Texas Business and Commerce Code as to the property within the scope thereof and situated in the State of Texas) with 7
respect to the general intangibles, inventory, machinery, furniture, equipment, fixtures, leases, rents, personal property and/or books, records or files,
which now or hereafter comprise a part of or which now or hereafter otherwise relate to or are used in connection with or are necessary for the 4
operation of the Properties (herein referred to as "the Collateral "). The term Collateral as used herein specifically includes, without limitation, the
following items: any and all (i) building permits, certificates of compliance, certificates of occupancy, rights to the present or future use of 7
wastewater, wastewater capacity, drainage, water or other utility facilities to the extent same pertain to or benefit said Properties or the imp, ovements
located thereon, including without limitation, all reservations of or commitments or letters covering any such use in the future, whether now owned
or hereafter acquired, and all other permits, certificates, authorizations, exemptions, licenses, variances, franchises, consents and/or approvals by
or from any federal, state, municipal or other governmental or subdivision association, court, department, commission, board, bureau, agency or
instrumentality relating directly or indirectly, to the ownership or operation of the Properties, (ii) service contracts, maintenance contracts,
management contracts, construction contracts, architectural contracts, insurance policies and contracts, or other such contracts covering or affecting
the Properties, (iii) warranties, guaranties or other similar contract rights issued to or running in favor of Mortgagor in connection with (a) any
construction, repair or alteration of the improvements on the Land and /or (b) the purchase, ownership, installation and/or repair of any equipment,
personal property or fixtures located on the Land, (iv) receivable of whatsoever nature (other than Rents which are defined in and controlled by the
terms of Section II hereof) relating to the Properties, (v) rights in and to all names which are or may be used in connection with the Properties and 7
all other such intangible property rights relating thereto, (vi) any and all proceeds of the Collateral including, without limitation, cash, insurance
policies and proceeds (whether paid by Debtor's insurer or a third party's insurer), unearned premiums on insurance policies, oil, gas and mineral
royalties or production, goods, inventory, equipment, general intangibles, accounts, chattel paper, rents or other proceeds and all income, profits
and proceeds from any disposition or use of, including the sale, liquidation or other transfer of, or damage to or destruction of, the Collateral;
provided, however, Debtor shall not sell, lease or otherwise dispose of any part or all of the Collateral, except in the ordinary course of Debtor's
business, without Secured Party's express written consent, and (vii) all additions and/or accessions to, and all renewals, substitutions or replacements
of the Collateral. To this end, Debtor has granted, bargained, conveyed, assigned, transferred and set over, and by these presents does grant, bargain,
convey, assign, transfer and set over unto Trustee (acting as both a trustee and agent for the Secured Party under the terms hereof) and unto Secured
Patty a first and prior security interest in and to all of Debtor's right, title and interest in, to and under the Collateral, to secure the full and timely
payment of the Indebtedness and the full and timely performance and discharge of the obligations created herein. Upon an Event of Default, Debtor
shall gather all of the Collateral at a location designated by the Secured Party for sale pursuant to the terms hereof.
B. Remedies. In addition to any other remedies granted in this instrument to the Secured Party or Trustee, the Secured Party may in
the event of any Event of Default (as hereinafter defined), proceed under the said Uniform Commercial Code as to all or any part of the Collateral
and shall have and may exercise with respect to the Collateral all the rights, remedies and powers of a Secured Party under the said Uniform
Commercial Code, including, without limitation, the right and power to sell at public or private sale or sales, or otherwise dispose of, lease or utilize
the Collateral, and any part or parts thereof in any manner authorized or permitted under the said Uniform Commercial Code after default by a
debtor, and to apply the proceeds thereof toward payment of any costs and expenses and attorneys' fees and legal expenses thereby incurred by
Secured Party, and toward the payment of Debtor's obligations, including the Note and all other indebtedness described in this instrument in such
order or manner as Secured Party may elect. Among the rights of Secured Party if an Event of Default has occurred, and without limitation, Secured
Party shall have the right to take possession of the Collateral and to enter upon any premises where same may be situated for such purpose without
being deemed guilty of trespass and without liability for damages thereby occasioned, and to take any action deemed necessary or appropriate or
desirable by Secured Party, at its option and in its discretion, to repair, refurbish or otherwise prepare the Collateral for sale, lease or other use or
disposition as herein authorized. To the extent permitted by law, Debtor expressly waives any notice of sale or other disposition of the Collateral
and any other rights or remedies of a debtor or formalities prescribed by law
relative to sale or disposition of the Collateral or exercise of any other right or remedy of Secured Party existing after default hereunder, and
to the extent any such notice is required and cannot be waived, Debtor agrees that if such notice is mailed, postage prepaid, to the Debtor at the
address shown herein at least five (5) days before the time of the sale or disposition such notice shall be deemed reasonable and shall fully satisfy
any requirement for giving of said notice.
C. Alternative Remedies. To the extent it may lawfully do so and without limiting any rights and/or privileges herein granted to Secured
Party, Debtor agrees that Secured Party and/or the Trustee and any Substitute Trustee, may dispose of any or all of the Collateral at the same time
and place and after giving the same notice provided for in this Deed of Trust in connection with a nonjudicial foreclosure sale under the terms and
conditions set forth in this Deed of Trust. In this connection, Debtor agrees that the sale may be conducted by the Trustee or Substitute Trustee;
that the sale of the real estate and improvements described in this Deed of Trust and the Collateral or any part thereof may be sold separately, and/or
together; and that in the event the real estate and improvements described herein and the Collateral or any part thereof are sold together, the Secured
Party will not be obligated to allocate the consideration received as between the real estate and improvements and the Collateral.
D. Transfer of Collateral to Debtor. Debtor hereby grants to the Secured Party the right, at its option, to transfer at any time to itself
or to its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds or benefits attributable or accruing thereto and to
hold the same as security for the Debtor's obligations or to apply it on the principal and interest or other amounts owing on any of the Debtor's
obligations, whether or not then due, in such order or manner as Secured Party may elect. All rights to marshalling of assets of Debtor, including
any such right with respect to the Collateral, are hereby waived.
E. Evidentiary Provisions. Debtor hereby covenants, stipulates and agrees that all recitals in any instrument of assignment or any other
instrument executed by Secured Party incident to sale, transfer, assignment, lease or other disposition or utilization of the Collateral or any part
thereof, hereunder shall be full proof of the matters stated therein and no other proof shall be requisite to establish full legal propriety of the sale
or other action taken by Secured Party or of any fact, condition or thing incident thereto and all prerequisites of such sale or other action or of any
fact, condition or thing incident thereto shall be presumed conclusively to have been performed or to have occurred.
F. Expenses. All expenses of retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using
or disposing of the Collateral and the like which are incurred or paid by Secured Party as authorized or permitted hereunder, including also all
attorney's fees, legal expenses and costs, shall be added to the Debtor's obligations and the debtor shall be liable therefor.
G. Permits and Perfection of Security Interest. Except for the security interest granted hereby in the Collateral, Debtor is owner and
holder of the Collateral free of any adverse claim, security interest or encumbrance, and Debtor will defend the Collateral against all claims and
demands of any person at any time claiming the same or any financing statement and no financing statement signed by Debtor is now on file in any
public office except those statements, true and correct copies of which have been delivered to the Secured Party in favor of Secured Party hereunder
or evidencing a security interest which is subordinate to the security interest granted to Secured Party or financing statements relating to indebtedness
which has been fully discharged. So long as any amount remains unpaid on any indebtedness described in this instrument, Debtor will not execute
and there will not be filed in any public office any such financing statement or statements affecting the Collateral other than the financing statements
in favor of Secured Party hereunder, unless the prior written specific consent and approval of Secured Party shall have first been obtained. Debtor
authorizes Secured Party to file, in jurisdictions where this authorization will be given effect, a financing statement signed only by Secured Party
covering the Collateral, and at the request of Secured Party, will join Secured Party in executing one or more financing statements, pursuant to the
Uniform Commercial Code in form satisfactory to Secured Party, and will pay the cost of filing the same or filing or recording this instrument as
a financing statement, in all public offices at any time and from time to time whenever filing or recording of any financing statement or of this
instrument is deemed by Secured Party to be necessary or desirable.
H. Financinz Statement. This instrument also serves as a financing statement covering, inter alia, goods which are or are to become
fixtures on the Land and Properties and, as such, is to be filed as a Fixtures Financing Statement in the real estate records of the county in which
the Land is located and may be filed elsewhere as a financing statement. The owner of the Land and the Properties is Debtor.
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IV. %Sr
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 7j,
Mortgagor warrants and covenants to Mortgagee and agrees with Mortgagee as follows: •
7
A. Title. Until the Indebtedness is fully paid and this instrument is released, Mortgagor will not make any hypothecation, assignment
or pledge of any Leases, Rents or other income relating to or arising from the Properties to anyone except Mortgagee without Mortgagee's prior
written consent.
B. Taxes and Other Charges. Mortgagor will pay or cause to be paid when due and prior to delinquency all taxes, assessments and other O
charges of every type or nature assessed against or imposed upon the Properties or any part thereof, including, without limitation, ad valorem taxes
or assessments and water, gas, sewer, electricity and other utility charges, and will pay when due any other encumbrances that might become a lien
against the Properties or any part thereof prior to the lien or other rights of Mortgagee under this instrument, and Mortgagor will deliver to {�
Mortgagee, at least thirty (30) days prior to the date on which each such tax, assessment or other charge becomes past -due, a receipt showing the {�
payment of same, provided, Mortgagor may in good faith contest by proper legal proceedings the validity or amount of any tax, assessment, or 7
charge Mortgagor has agreed to pay under this Deed of Trust, provided Mortgagor deposits with Mortgagee as security for the payment of such
contested item an amount equal thereto plus all costs, interest, and penalties which might accrue thereon) as estimated by Mortgagee), and further •fit
provided, that Mortgagor will be obligated to pay such contested item and all costs, interest and penalties which accrue thereon and furnish
Mortgagee proof of such payment at least sixty (60) days before the date the Properties or any part thereof may be seized or sold under process of
law because of the nonpayment of said tax, assessment or charge.
C. Insurance. Mortgagor will at its expense, at all times and from time to time, keep the full insurable portion of the Properties
continually insured in companies approved by Mortgagee against such hazards and liabilities, for such amounts, in such forms of insurance, and
in such manner as may be required and approved by Mortgagee, including but not limited to flood insurance, for the benefit of Mortgagee as
additional security, and will deliver to Mortgagee all policies and receipts relating to such insurance, with a standard mortgagee clause acceptable
to Mortgagee attached to each policy, which shall provide that the proceeds shall be payable to Mortgagee. All fire and extended coverage insurance
policies shall be replacement cost insurance for the full insurable value of the insurable portion of the Properties on a one hundred percent (100%)
replacement cost basis, but in no event for an amount less than the outstanding balance due and owing on the Note. Each renewal policy shall be
delivered to Mortgagee not less than ten (10) days before the termination of the prior policy, and with each policy there will be delivered to
Mortgagee a receipt showing payment of the premium paid therefor. Additionally, it is agreed said policies shall contain provisions that the same
may not be canceled or altered unless Mortgagee is given fifteen (15) days' prior written notice thereof and that Mortgagee may, but shall not be
obligated to, make premium payments to prevent any cancellation and to effect any endorsement, reissuance or alteration of same and such payments
may be accepted by the insurer. Mortgagee reserves the right at any time and from time to time to require Mortgagor to increase the amount of its
replacement cost insurance to fully insure the full replacement cost of the Properties as determined by Mortgagee in its sole discretion. Additionally,
Mortgagee shall have the right to require Mortgagor to obtain an inflation guard endorsement to the full extent same is available from time to time.
Mortgagor will also at its expense provide flood insurance if the property is ever within the boundary of the one hundred (100) year flood plain or
if flood insurance is required by Mortgagee's regulators.
D. Performance for Mortgagor. If Mortgagor fails to pay any tax, assessment, insurance premium or other charge called for herein,
Mortgagee may, at its option, pay the same, or if Mortgagor fails to perform any of Mortgagor's covenants or agreements herein, Mortgagee may,
at its option, correct or cause to be corrected the default and pay such sums in connection therewith as Mortgagee shall determine to be necessary
or advisable, and all taxes, assessments, charges, insurance premiums and sums paid by Mortgagee in connection with such matters shall be
immediately repayable by Mortgagor to Mortgagee, together with interest on each such amount at the maximum non - usurious rate per annum
allowed by applicable law from the date the sum is paid by Mortgagee, until the same is funded to Mortgagee, and all such amounts and the interest
thereon shall be secured hereby.
E. Escrow of Funds. If requested by Mortgagee at any time, Mortgagor agrees to deposit with Mortgagee monthly, or at such other
intervals as specified in such request, a sum which will be sufficient to pay taxes, assessments, charges and fire and other hazard insurance premiums
as they become due, all as estimated by Mortgagee, which sum shall be held by Mortgagee in escrow to pay such taxes, assessments, charges and
premiums, but which shall not bear interest and may be commingled with other funds of Mortgagee. If at any time the funds so held by Mortgagee
are insufficient to pay any tax, assessment, charge or insurance premium, Mortgagor shall, upon receipt of notice, deposit with Mortgagee such
additional funds as are necessary to remove such deficiency. If the Indebtedness is for any reason declared immediately due and payable, funds
held by Mortgagee for payment of such charges or premiums as herein provided may, at Mortgagee's election, be applied on the Indebtedness in
such manner as Mortgagee so elects.
F. Use of Properties. Mortgagor will abstain from and not permit the commission of waste upon, in or about the Properties, will maintain
the Properties in good operating condition and repair at all times, will not remove or demolish the buildings or other improvements now or hereafter
constituting a part of the Properties, or alter the design or structural character of any such buildings or improvements unless Mortgagee shall first
consent thereto in writing. Mortgagor will not use, maintain, operate or occupy, or allow the use, maintenance, operation or occupancy of, the
Properties in any manner which: (a) violates any law or ordinance, (b) may be dangerous unless safeguarded as required by law, (c) constitutes a
public or private nuisance, or (d) makes void, voidable or cancellable, or increases the premium of, any insurance then in force with respect thereto.
G. Insurance and Condemnation Proceeds. Mortgagee shall be entitled to receive the proceeds of any insurance covering any part of
the Properties, and shall also be entitled to receive any sums which have been awarded but not paid or which may hereafter be awarded to Mortgagor
for the condemnation of the Properties or any part thereof for public use or for damages caused by public works or construction on or near the
Properties. All such proceeds and awards are hereby assigned by Mortgagor to Mortgagee, and Mortgagor agrees, upon Mortgagee's request, to
execute and deliver any additional assignments or documents which will better entitle or enable Mortgagee to collect and receipt for the same. All
such proceeds and awards may be applied by Mortgagee, at its sole and exclusive election, either toward the satisfaction of the Indebtedness (in
such manner and in such order with respect to maturities as Mortgagee shall determine) or to reimburse Mortgagor for all or part of the cost of
restoring the Properties. Mortgagee shall have the right to participate in any condemnation proceedings and to be represented therein by counsel
of its choice.
H. Books of Account and Financial and Operating Statements. Mortgagor shall maintain full and accurate books of account and other
records reflecting the results of its operations in connection with the Properties. Mortgagor will deliver to Mortgagee within twenty (20) days after
written demand therefor by the Mortgagee, operating and financial statements covering solely the Properties, including, without limitation, a detailed
certified statement of Mortgagor specifying the rents and profits received from the Properties for the preceding calendar year or the period(s)
specified in such demand, the disbursements made by Mortgagor in connection with the Properties for such period(s), and the names and addresses
of all tenants of the Properties, together with true and correct copies of all leases covering any part of the Properties. In addition to such statements
by Mortgagor, there shall be furnished to Mortgagee (i) within thirty (30) days after written request therefor from time to time, current financial
statements, credit reports, operating and cash flow statements and other such information certified to be true and correct of Mortgagor and any
guarantor of all or any part of the Indebtedness; (ii) annually, upon written request therefor, within sixty (60) days after the end of Mortgagor's fiscal
year, financial and operating statements for the Properties, which statements shall be audited at the expense of the Mortgagor if Mortgagee requests
such annual audited statements; and (iii) annually, upon the written request therefor, copies of Mortgagor's income tax returns within thirty (30)
days after the filing of such income tax returns.
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i
I. Post - Foreclosure Rights. Following any sale of the Properties, or any part thereof, under the provisions of this instrument, all persons 1-1
and parties in possession of the property sold shall be divested of any and all interest in and claim to the Properties, and shall be obligated to 7
immediately vacate the premises, and prior to such vacation shall be tenants at sufferance of the purchaser of the property sold and shall be subject
to eviction in an action of forcible detainer; provided, the provisions of this subparagraph shall be subject to any agreements made in writing by },
Mortgagee with reference to any existing and/or future leases; provided, further, the purchaser at any foreclosure sale shall have the option but not `1`
the obligation to affirm any then existing leases or tenancies or otherwise succeed to the rights of Mortgagor thereunder. 7
J. Subrogation. To the extent that any of the Indebtedness represents funds utilized to satisfy any outstanding indebtedness or obligations
secured by liens, rights or claims against the Properties or any part thereof, Mortgagee shall be subrogated to any and all liens, rights, superior titles
and equities owned or claimed by the holder of any such outstanding indebtedness or obligation so satisfied, however remote, regardless of whether
said liens, rights, superior titles and equities are by the holder(s) thereof assigned to Mortgagee or released.
K. Homestead. Mortgagor represents and covenants that the Properties form no part of any property owned, used or claimed by 0
Mortgagor as a business or residential homestead, or as exempt from forced sale under the laws of the State of Texas, and disclaims and renounces
all and every such claim thereto.
L. Lien Prohibition. Mortgagor will not, without the prior written consent of Mortgagee, create, place or permit to be created or placed, 7
or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, assignment, lien (statutory, constitutional
or contractual), security interest, encumbrance or charge or conditional sale or other title retention agreement, on or with respect to all or any part
of the Properties, other than as expressly allowed herein (herein referred to as a "Subordinate Deed of Trust ") regardless of whether the same are
expressly subordinate to the liens of this instrument. If Mortgagee consents to a Subordinate Deed of Trust or if the foregoing prohibition is
determined by a court of competent jurisdiction to be unenforceable, any such Subordinate Deed of Trust shall contain express covenants to the
effect that:
(1) The Subordinate Deed of Trust is unconditionally subordinate to this Deed of Trust;
(2) If any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate
Deed of Trust, no tenant of any of the Leases shall be named as a party defendant, and no action shall be taken that would terminate any occupancy
or tenancy under the Leases without the prior written consent of Mortgagee;
(3) Rents, if collected by or for the holder of the Subordinate Deed of Trust, shall be applied first to the payment of any Indebtedness
then due and expenses incurred in the ownership, operation and maintenance of the Properties in such order as Mortgagee may determine, prior to
being applied to any indebtedness secured by the Subordinate Deed of Trust; and
(4) The mortgagee under the Subordinate Deed of Trust shall contemporaneously give Mortgagee a copy of any notice to Mortgagor
of default under the Subordinate Deed of Trust and said mortgagee shall give Mortgagee written notice of the commencement of any action (whether
judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Deed of Trust.
It is agreed, however, that in the event of an imposition of a mechanics' and materialmen's lien which is determined by Mortgagee to
be, in its sole discretion, subordinate to the liens of this instrument, the same will not be deemed a violation of this paragraph if (a) Mortgagor is
contesting the same in good faith by appropriate proceedings promptly initiated and diligently conducted, and (b) the Mortgagor obtains a bond
equal to the amount of the claim and a written confirmation from a title company satisfactory to Mortgagee that the lien claim will not be shown
as an exception to any title policy that the Mortgagee may hold or acquire in regard to the Properties.
M. Trade Names. At the request of Mortgagee, Mortgagor shall execute a certificate in form satisfactory to Mortgagee listing the trade
names under which Mortgagor intends to operate the Properties, and representing and warranting that Mortgagor does business underno other trade
name with respect to the Properties. Mortgagor shall immediately notify Mortgagee in writing of any change in said trade names, and shall, upon
request of Mortgagee execute any additional financing statements and other certificates required to reflect the change in trade names and shall
execute and file any assumed name certificate required by applicable laws.
N. Settlement for Termination. Mortgagor agrees that no settlement for damages for termination of any of the Leases under the Federal
Banlauptcy Code, or under any other federal, state, or local statute, shall be made without the prior written consent of Mortgagee, and any check
in payment of such damages shall be made payable to both Mortgagor and Mortgagee. Mortgagor hereby assigns any such payment to Mortgagee
to be applied to the Indebtedness as Mortgagee may elect, and agrees to endorse any check for such payment to the order of Mortgagee.
0. Inferior Deed of Trust. If this Deed of Trust is inferior or subordinate to any other liens, security interest, mortgages or deeds of trust,
the following provisions shall apply:
(1) The only liens, security interest, mortgages, deeds of trust or other encumbrances to which Mortgagee has consented, if any, are those
listed and described on the Addendum attached hereto;
(2) Any and all of the liens, security interests, mortgages or deeds of trust described on the Addendum attached hereto or that are
otherwise determined to be superior to this Deed of Trust and the liens hereof are herein referred to as the "Existing Indebtedness "; and
(3) Mortgagor covenants and agrees that in the event of default in the payment of any installment of principal or interest due and owing
under the Existing Indebtedness, or in the event of default in the payment of all of the Existing Indebtedness when due or declared due, or in the
event of default in the performance of any obligation or covenant contained in any of the instruments constituting the Existing Indebtedness or
executed in connection with or as security for the Existing Indebtedness, Mortgagee may, at its option, advance funds in an amount sufficient to
pay such sum or sums, or perform such obligations or covenants on behalf of Mortgagor to the extent required to cure any such default or defaults.
All funds so advanced and paid by Mortgagee on behalf of Mortgagor to cure any such default or defaults shall be secured by this Deed of Trust
and Mortgagor covenants and agrees to pay, upon demand, all such sums to Mortgagee, together with interest thereon from the date of advance to
the date of payment at the Highest Lawful Rate (as hereinafter defined). The failure of Mortgagor to so pay Mortgagee shall constitute a default
under the Note and an Event of Default under this Deed of Trust. Additionally, any default, or event which, with the passage of time or giving of
notice, or both, would constitute a default under the Existing Indebtedness or any of the instruments executed in connection with or as security for
the Existing Indebtedness or any of the instruments executed in connection with or as security for the Existing Indebtedness shall also constitute
an Event of Default under this Deed of Trust. If the Existing Indebtedness is listed and described on the Addendum attached hereto, Mortgagor
hereby warrants and represents that the Existing Indebtedness is the only indebtedness presently existing or contemplated between Mortgagor and
the holder of the Existing Indebtedness.
P. Mortgagor will not use, maintain, operate or occupy, or allow the use, maintenance, operation or occupancy of, the mortgaged property
in any manner which (a) violates any law, ordinance, rule, regulation or statute of any governmental body having jurisdiction over the mortgaged
property or any other legal requirement, (b) may be dangerous unless safeguarded as required by law, (c) constitutes a public or private nuisance
or (d) makes void, voidable or cancellable, or increases the premium of, any insurance then in force with respect thereto.
Q. Mortgagor shall keep every part of the mortgaged property in first -class condition and presenting a first -class appearance, make
promptly all repairs, renewals and replacements necessary to such end, prevent waste to any part of the mortgaged property, and do promptly all
else necessary to such end; and Mortgagors shall discharge all claims for labor performed and material furnished therefor, and of the mortgaged
JDW/lkm STATA.DT 00 -0279 7
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•
property. Mortgagors shall guard every part of the mortgaged property from removal, destruction and damage, and shall not do or suffer to be done +1r
any act whereby the value of any part of the mortgaged property may be lessened. No building or other property now or hereafter covered by the 7
lien of this Deed of Trust shall be removed, demolished or materially altered or enlarged, nor shall any new building be constructed, without the
prior written consent of Beneficiary. Mortgagors will not, without the prior written consent of Beneficiary, permit any fixtures or personal property },
to be removed at any time from the above described real property unless the removed item is removed temporarily for maintenance and repair, or �t
if removed permanently, is replaced by an article of equal or greater suitability and value, owned by Mortgagors, free and clear of any lien or security 7
interest except such as maybe first approved in writing by Beneficiary. Mortgagors shall not initiate, join in, or consent to any change in any private
restrictions limiting or defining the uses that may be made of the mortgaged property or any part thereof without the prior written consent of
Beneficiary. Beneficiary and its agents or representatives shall have access to the mortgaged property at all reasonable times in order to inspect
same and verify Mortgagors' compliance with their duties and obligations under this Deed of Trust. Mortgagors shall not, without prior written
approval of Beneficiary, grant, convey, or otherwise create or pemmit to be created, any type mortgage, lien, security interest or other encumbrance
on any of the mortgaged property, regardless whether same shall be inferior and subordinate to the lien and security interest of Beneficiary in and
to the mortgaged property.
R. In the event any portion of said indebtedness is not, for any reason whatsoever, secured by this Deed of Trust on the mortgaged 0
property, the full amount of all payments made on said indebtedness shall first be applied to such unsecured portion of said indebtedness until the
same has been fully paid.
v. 4
EVENTS OF DEFAULT
A. The occurrence of any one of the following shall be a default hereunder (herein referred to as an "Event of Default "):
(1) Mortgagor fails to pay any installment of principal or interest on the Indebtedness when and as the same become due and/or payable;
(2) Mortgagor fails to perform or comply with any covenant or agreement of Mortgagor contained in this instrument or the terms of the
commitment letter between Mortgagor and Mortgagee or in the Note or in any instrument executed in connection herewith, including a Loan
Agreement, if applicable, or as security for the Note;
(3) Mortgagor, the then owner of all or any part of the Properties or any guarantor of the Indebtedness:
(a) does not pay its debts as they become due or admits in writing his or its inability to pay its debts;
(b) makes an assignment for the benefit of creditors;
(c) is the subject of a petition (voluntary or involuntary) in bankruptcy under Title 11 of the United States Code and/or other applicable
state bankruptcy laws, as same may be amended from time to time, whether voluntary or involuntary, or for corporate reorganization
filed by or against any such party;
(d) a receiver is appointed for any such party or any part of the Properties;
(e) fails to have discharged within a period of ten (10) days any attachment, sequestration or similar writ levied upon any property of
such party; and
(f) fails to pay immediately any final money judgment against such party;
(4) Any litigation commences which hinders or delays the collection of any part of the Indebtedness or the exercise of any right or option
of Mortgagee or the Trustee hereunder, original or Substitute;
(5) Any representation or warranty made by Mortgagor herein or in any instrument executed in connection with or as security for the
Indebtedness or in any financial statement or other writing delivered to Mortgagee in connection with the Indebtedness shall be or become false
or misleading in any respect;
(6) Death, incapacity, dissolution, business failure, merger, or similar event, adversely affects the Mortgagor or any guarantor of the
Indebtedness;
(7) The holder of any lien or security interest on the Properties or any portion thereof (whether inferior or superior to the liens and
security interests hereunder) institutes foreclosure or other proceedings for the enforcement of its remedies;
(8) Mortgagor is in default under any Lease; or
(9) The occurrence of any event or transaction prohibited under Section VII hereof.
B. Upon the occurrence of an Event of Default, at any time or from time to time, Mortgagee may at its election exercise any of the rights,
remedies and recourses set forth herein or otherwise allowed by law or in equity without notice of intent to accelerate, notice of acceleration,
presentment, protest, demand, or action of any nature whatsoever (each of which is hereby expressly waived by Mortgagor and any guarantor of
the Indebtedness).
VI.
ADDRESSES
The addresses of Mortgagor/Debtor, Mortgagee /Secured Party and Trustee, are as follows:
Mortgagee/Secured Party: First American Bank, SSB, a Texas State Savings Bank
P. 0. Box 1033
Bryan, Texas 77805
Mortgagor/Debtor: STATA CORPORATION
702 University Drive East
College Station, Texas 77840
Trustee; Joe G. Salvato
P. 0. Box 1033
Bryan, Texas 77805
JDW/Ikm STATA.DT 00 -0279 8
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0
Mortgagor and Mortgagee shall each have the right to designate from time to time another address for purposes of this instrument by
written notice to the other party sent by United States mail, certified mail, return receipt requested. 7
VII. 4
TRANSFER OF THE PROPERTIES 7
In the event of a sale, transfer, assignment or lease of the legal or equitable title to the Properties or any part thereof or interest therein
(including the execution of a contract for deed or similar contract) to any person or entity whatsoever, including without limitation Mortgagor or
any trustee or agent acting in Mortgagor's behalf, without the prior written consent of Mortgagee, Mortgagee may, at Mortgagee's option, exercise
any of the rights, remedies and recourses set forth herein, including without limitation, the right to declare all of the Indebtedness secured hereby
immediately due and payable, and all proceeds or sums from said sale, transfer, assignment or lease shall constitute a trust fund held for the benefit
of Mortgagee to be applied against the Indebtedness secured hereby. If Mortgagor is a partnership, general or limited, or a limited liability company
or any other form of entity, Mortgagee shall have any and all of the rights and remedies described above in the event of a sale, transfer or assignment
of the shares or interests in Mortgagor which at any time, taking into consideration any prior sales, transfers or assignments, results in a change of
ownership of more than twenty-five percent (25 %) of the shares or interests of Mortgagor. If Mortgagor is a corporation, Mortgagee shall have 7
any and all of the rights and remedies described above in the event of a sale, transfer or assignment of the shares of stock in Mortgagor or any
issuance, reissuance or creation of new shares of stock of Mortgagor, resulting in a change of the current control of Mortgagor or a change in
5
ownership of more than forty-nine percent (49 %) of the current shares of issued and outstanding stock of Mortgagor. Mortgagee's option set forth
herein shall not apply in the case of any such sale, transfer, assignment or lease when Mortgagee is satisfied in its sole discretion that the sale,
transfer or assignment would not diminish the value of the Properties or increase the risk of default under this instrument and when the transferee's
creditworthiness and management ability are satisfactory to Mortgagee (in Mortgagee's creditworthiness and management ability are satisfactory
to Mortgagee (in Mortgagee's sole opinion) and the transferee has executed, at the option of Mortgagee, prior to such sale, transfer or assignment
a written assumption agreement whereby the transferee assumes the Indebtedness and all obligations of Mortgagor contained herein or in any
document executed in connection with or as security for the Indebtedness, and containing such terms as Mortgagee may require, including without
limitation, if required by Mortgagee, an increase in the rate of interest payable on the Indebtedness and the payment of a reasonable transfer fee,
in an amount to be determined by Mortgagee. Notwithstanding the foregoing to the contrary, Mortgagee shall not exercise its option pursuant to
this provision in those circumstances prohibiting same set forth in Section 341 of the Gam St- Germain Depository Institutions Act of 1982, as same
may have been amended from time to time (codified under 12 U.S.C.A. § 1701j-3) or in those circumstances prohibiting same set forth in regulations
from time to time issued by the Federal Home Loan Bank Board, as same may have been amended from time to time, relating to the Gam St-
Germain Depository Institutions Act of 1982.
VIII.
MISCELLANEOUS
A. Survival of Obligations. Each and all of the obligations hereunder shall survive the execution and delivery of this instrument and
the consummation of the transaction evidenced by the Note, and shall continue in full force and effect until the Indebtedness shall have been paid
in full.
B. Further Assurance. Mortgagor, upon the request of Trustee or Mortgagee (or any other holder of the Indebtedness secured hereby)
at any time and from time to time, will execute, acknowledge, deliver and record and/or file such further instruments, and do such further acts as
may be necessary, desirable or proper to carry out more effectively the purposes of this instrument, to subject to the liens and security interests
thereof any property intended by the terms thereof to be covered thereby, including, specifically, without limitation, any renewals, additions,
substitutions, replacements or appurtenances to the Properties, and to complete, execute, record and file any document or instrument necessary to
perfect said security interest and/or liens or place third parties on notice of the liens and security interests granted under this instrument. Mortgagor
hereby irrevocably appoints Trustee and Mortgagee as its agents to execute and deliver all such instruments, and additionally to record and file any
of the same as may be necessary.
C. No Waiver. Any failure by Trustee or Mortgagee to insist, or any election by Trustee or Mortgagee not to insist, upon strict
performance by Mortgagor of any of the terms, provisions, or
conditions of this instrument shall not be deemed to be a waiver of the same or ofperformance by Mortgagor of any and all of such terms, provisions
and conditions.
D. Covenants Running With Land. All obligations contained in this instrument are intended by the parties to be, and shall be construed
as, covenants running with the Land.
E. Amendment. This instrument contains the entire agreements between the parties as relating to the subject matter hereof and all prior
agreements relative thereto which are not contained herein are terminated. This instrument may be amended, revised, waived, discharged, released,
or terminated only by a written instrument or instruments executed by the party against which enforcement of the amendment, revision, waiver,
discharge, release or termination is asserted. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented
shall not be effective as to any party.
F. Multiple Counterparts. This instrument is simultaneously executed in a number of counterparts, each of which for all purposes shall
be deemed an original and all of which, when taken together, shall constitute but one and the same instrument and all of which are identical except
that, to facilitate recordation, in any particular counterpart portions of Exhibit A hereto which describe the Properties situated in counties other than
the county in which such counterpart is to be recorded may have been omitted; and this instrument shall be deemed, and may be enforced from time
to time, as a chattel mortgage, real estate mortgage, deed of trust, security agreement, assignment or contract, or as one or more thereof.
G. Choice of Law. This instrument shall be governed by and construed according to the laws of the State of Texas. All terms used herein
which are defined in the Texas Uniform Commercial Code shall be used in accordance with the definition therefor in said Code.
H. Cumulative Remedies. All rights and remedies of Mortgagee under this Deed of Trust, and any and all other instruments evidencing
or securing the Indebtedness, are cumulative and concurrent and may be exercised singularly, successively or concurrently and Mortgagee shall
have all rights, remedies and recourses available at law or equity.
I. Extensions; Additional Security. The granting to Mortgagor or to any other person orparty of any extension(s) of time for the payment
of all or any part of the Indebtedness or the performance of any covenant or agreement contained herein, or the taking of other or additional security
for the payment of the whole or any part of the Indebtedness, or the releasing of any part of the Properties, or other security at any time held in
connection with the Indebtedness, shall not in any way release Mortgagor or any other person or party obligated for the payment of the Indebtedness,
or release or impair this instrument or any other security held in connection with the Indebtedness, except to the extent of the person, party or
property expressly released in writing by Mortgagee.
J. Partial Invalidity. If any provision in this instrument is invalid or unenforceable in whole or in part, this instrument shall in all other
respects remain in full force and effect.
JDW/lkm STATA.DT 00-0279 9
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K. Usury Savings. In no event shall any provision of this instrument, the Note, or any other instrument evidencing or securing the
Indebtedness ever obligate Mortgagor to pay or allow Mortgagee to collect interest on the Note or any other indebtedness secured hereby at a rate 7
greater than the maximum non - usurious rate permitted by applicable law (herein referred to as the "Highest Lawful Rate "), or obligate Mortgagor
to pay any taxes, assessments, charges, insurance premiums or other amounts to the extent that such payments, when added to the interest payable 4
on the Note or any other note secured hereby, would be held to constitute the payment by Mortgagor of interest at a rate greater than the Highest
Lawful Rate; and this provision shall control over any provision to the Contrary. To the extent the Highest Lawful Rate is determined by reference 7
to the laws of the State of Texas, same shall be determined by reference to the indicated (weekly) rate ceiling (as defined and described in Texas
Revised Civil Statutes Article 5069 -1.04, as amended) at the applicable time in effect.
Without limiting the generality of the foregoing, in the event the maturity of all or any part of the principal amount of the Indebtedness
shall be accelerated for any reason, then such principal amount so accelerated shall be credited with any interest theretofore paid thereon in advance
and remaining unearned at the time of such acceleration. If, pursuant to the terms of this instrument or the Note, any funds are applied to the
payment of any part of the principal amount of the Indebtedness prior to the maturity thereof, then (a) any interest which would otherwise thereafter
accrue on the principal amount so paid by such application shall be canceled, and (b) the Indebtedness remaining unpaid after such application shall
be credited with the amount of all interest, if any, theretofore collected on the principal amount so paid by such application and remaining unearned
at the date of said application; and if the funds so applied shall be sufficient to pay in full all the Indebtedness, then Mortgagee shall refund to 7
Mortgagor all interest theretofore paid thereon in advance and remaining unearned at the time of such acceleration. Regardless of any other
provision in this instrument or in any of the written evidences of the Indebtedness, Mortgagor shall never be required to pay any unearned interest 6
on the Indebtedness or any portion thereof, and shall never be required to pay interest thereon at a rate in excess of the Highest Lawful Rate
construed by courts having competent jurisdiction thereof.
L. Joint and Several Liability. All obligations of Mortgagor hereunder shall be joint and several in the event Mortgagor is more than
one person or party.
M. Successors and Assigns. Except as otherwise set forth in Section VII hereof, all of the provisions hereof shall apply to and be binding
upon Mortgagor and the heirs, personal representatives, successors and assigns of Mortgagor, and shall apply to and inure to the benefit of
Mortgagee and its successors and assigns, including all future holders of the Indebtedness.
N. Inspection of Properties. Mortgagor will permit Trustee and Mortgagee, and their agents, representatives and employees, to inspect
the Properties at all reasonable times.
0. Indemnification. Mortgagor will defend, at its own cost and expense, and hold Mortgagee harmless from, any action, proceeding
or claim affecting the Properties or this instrument, and all costs and expenses incurred by Mortgagee in protecting its interest hereunder in such
an event (including all court costs and attorneys' fees) shall be borne by Mortgagor.
P. Business or Commercial Purpose. Mortgagor warrants that the extension of credit evidenced by the Note secured hereby is solely
for business or commercial purposes, other than agricultural purposes. Mortgagor further warrants that the credit transaction evidenced by the Note
is specifically exempted under Section 226.3(a) of Regulation Z issued by the Board of Governors of the Federal Reserve System and Title 12 (Truth
in Lending Act) and Section 1603 of Title 15 (General Provisions) of the Consumer Credit Protection Act and that no disclosures are required to
be given under such regulations and federal laws in connection with the above transaction.
Q. ADDITIONAL WARRANTIES:
Environment and Hazardous Substances. The terms "Hazardous Waste ", "Hazardous Substance ", "Disposal ", and "Threatened Release" as used
herein shall have the same meaning as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as
amended, 42 US Code Section 9601, et sequence ( "CERCLA "), the Superfund Amendments and Re- authorization Act of 1966, PB.L. No. 99 -499
( "SARA "), The Hazardous Material Transportation Act, 49 US Code Section 1801, et sequence, The Resource Conservation Recovery Act, 42 US
Code Section 6901, et sequence, or other applicable state or federal laws, rules or regulations adopted pursuant to any of the foregoing. The terms
"Hazardous" Waste and "Hazardous" Substance shall also include, without limitation, petroleum and petroleum by- products or any fraction thereof
and asbestos.
(A) Mortgagor represents and warrants to Mortgagee that: (1) During the period of Mortgagor's ownership of the Properties, there has
been no use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any Hazardous Waste or Hazardous Substance
by any person or entity on, under, about, or from the Properties; (2) Mortgagor has no knowledge of or reason to believe that there has been, except
as previously disclosed to and acknowledged by Mortgagee in writing, any use, generation, manufacture, storage, treatment, disposal, release, or
threatened release of any Hazardous Waste or Hazardous Substance on, under, or about any of the Property by any prior owners or occupants of
the Property or any actual or threatened litigations or claims of any persons related to such matter.
(B) Mortgagor further warrants and represents to Mortgagee that Mortgagor will:
(1) not use, generate, manufacture, produce, store, release, discharge, treat, or dispose of on, under, from or about the Properties or transport
to or from the Properties any Hazardous Substance or allow any other person or entity to do so;
(2) keep and maintain the Properties in compliance with, and shall not cause or permit the Properties to be in violation of, any Environmental
Law;
(3) give prompt written notices to Beneficiary of: (i) any proceeding or inquiry by any governmental or nongovernmental entity or person
with respect to the presence of any Hazardous Substance on, under, from or about the Properties, the migration thereof from or to other
property, the disposal, storage, or treatment of any Hazardous Substance generated or used on, under or about the Properties, (ii) all
claims made or threatened by any third party against Mortgagor or the Properties or any other owner or operator of the Properties relating
to any loss or injury resulting from any Hazardous Substance, and (iii) Mortgagor's discovery of any occurrence or condition on any
real property adjoining or in the vicinity thereof to be subject to any investigation or cleanup of the Properties pursuant to any
Environmental Law;
(4) permit Mortgagee to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the
Properties in connection with any Environmental Law or Hazardous Substance, and Mortgagor shall pay all attomeys' fees incurred by
Mortgagee in connection therewith;
(5) protect, indemnify, and hold harmless Trustee and Mortgagee, their parents, subsidiaries, directors, officers, employees, representative,
agents, successors, and assigns from and against any and all losses, damages, costs, expenses and liabilities and any and all actions,
proceedings or claims directly or indirectly arising from or attributable to the use, generation, manufacture, production, storage, release,
threatened release, discharge, disposal or presence of a Hazardous Substance on, under or about the Properties, whether known or
unknown at the time of the execution hereof, during any period of time prior to a foreclosure by Mortgagee of the liens created by this
document, including, without limitation, (i) all foreseeable consequential damages of any such use, generation, manufacture, production,
storage, release, threatened release, discharge, disposal, or presence, and (ii) the costs of any required or necessary environs ental
investigation or monitoring, any repair, cleanup, or detoxification of the Properties, and the preparation and implementation of any
closure, remedial, or other required plans. This covenant and the indemnity contained herein shall survive the extinguishment of the
JDW/lkm STATA.DT 00 -0279 10
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0
lien of the lien by foreclosure or action in lieu thereof, provided however this indemnity shall not cover losses or damages caused by
Mortgagee's negligence that is a proximate cause of such contamination; and
(6) in the event that any Remedial Work is reasonably necessary or desirable, Mortgagor shall commence and thereafter diligently prosecute 4
to completion all such Remedial Work within forty-five (45) days after written demand by Mortgagee for performance thereof (or such
shorter period of time as may be required under any Legal Requirement), provided that Governmental Agency overseeing such Remedial 7
Work will permit such Remedial Work to commence. All Remedial Work shall be performed by contractors approved in advance by
Mortgagee, and under the supervision ofa consulting engineer approved by Mortgagee. All costs and expenses of such Remedial Work
shall be paid by Mortgagor including, without limitation, Mortgagee's reasonable attorneys' fees and costs incurred in connection with
monitoring or review of such Remedial Work. In the event Mortgagor shall fail to diligently prosecute to completion, such Remedial
Work, Mortgagee may, but shall not be required to, cause such Remedial Work to be performed, and all costs and expenses thereof, or
incurred in connection therewith, shall become part of the Indebtedness.
R. Appraisals and Reports to be Provided. Promptly upon Mortgagee's request, Mortgagor agrees, at Mortgagor's sole cost and expense
(to the extent not prohibited by applicable law):
(a) to cause an inspection and written appraisal of the Property (or such parts of it as are designated in Mortgagee's request) to 7
be made by a state certified appraiser approved by Mortgagee; and 7
(b) to cause to be conducted or prepared any other written report, summary, opinion, inspection, review, survey, audit or other
professional service relating to the Property or any operations in connection with it (all as designated in Mortgagee's request),
including an accounting, architectural, consulting, engineering, design, legal, management, pest control, surveying, toxic or
hazardous materials survey, inspection, removal or cleanup work, title abstracting or other technical, managerial or
professional service relating to the Property or its operations. Mortgagee may elect to deliver any such request orally, by
telegram, telex or telefax, by mail or by hand delivery addressed to Mortgagor or by any other legally effective method, and
it may be given at any time and from time to time before the complete and final release and discharge of this Deed of Trust.
In no event shall Mortgagor be required to pay for such requested inspection or report more than once in each three year
period during the term of this Deed of Trust or any extension or renewal thereof and at each renewal or extension of the Note
and Deed of Trust, if any. Nothing contained in this paragraph shall be construed to obligate Mortgagee to renew or extend
the Note or the Deed of Trust beyond their original maturity dates. The first three year period provided above shall begin
on the date of the Note secured by this Deed of Trust and end on the third anniversary date of the Note. Each succeeding
three year period, if any, shall begin on the date the prior three year period ends and continue for three years. Mortgagor's
obligation to pay for such requested reports or inspections in each three year period shall be independent of Mortgagor's
obligation to pay for an inspection or report upon any renewal or extension of the Note and this Deed of Trust if any or as
required of Mortgagor by any Loan Agreement, Commitment Letter or documents executed in connection with the loan
secured by this document.
S. The indebtedness hereby secured is also given in part payment for machinery and fixtures, replacements thereof, and additions
thereto, inclusive of all heating and cooling appliances; all personal property and equipment, replacements thereof and additions thereto inclusive
of all the furniture and furnishings; all located in and about the improvements situated on the premises regardless of the manner in which the same
are or are not attached to the land; and this Deed of Trust and Security Agreement is a construction mortgage as defined in Section 9.313 of the
Texas Uniform Commerce Code.
T. As to the three (3) acre tract described on Exhibit "A" attached hereto the liens created or contained herein is secondary and inferior
to the lien securing the payment of that one certain other promissory note in the principal sum of $90,000.00, dated March 29, 1999, executed by
STATA CORPORATION, a Texas Corporation, and payable to the order of BRYAN /COLLEGE STATION ECONOMIC DEVELOPMENT
CORPORATION acting on behalf of the CITY OF COLLEGE STATION, TEXAS, more fully described in a Deed of Trust recorded in Volume
3506, Page 185, Official Records of Brazos County, Texas, and Grantors expressly covenant and agree that should default be made in the payment
of said $90,000.00 note, or any part thereof, principal or interest, as the same shall become due and payable, or in any of the covenants of the Deed
of Trust securing the payment thereof, the indebtedness evidenced by the $1,700,000.00 note hereby secured, at the option of the holder thereof,
shall at once become due and payable.
U. Mortgagee agrees to sign a partial release releasing the three (3) acres tract described on Exhibit "A" attached hereto SAVE AND
EXCEPT any portion of the 3 acre tract that has improvements or facilities being used in connection with the remainder of the Property from the
liens contained herein provided the following conditions are complied with:
(1) There is no existing default under the terms of the Note secured by this Deed of Trust or the Loan Agreement;
(2) A $90,000.00 principal payment in addition to the monthly principal reductions is made on the Note.
IN WITNESS WHEREOF, Mortgagor has executed this Deed of Trust on this the 6" day of March, 2000.
STATA CORPO • TION
By: l • �¢.C_.�
WI L • G UL 0, Presid • t
By: 4
F S WELCH, , of the Board
By:
P TRICIA BRANTON, Secretary
STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this the `i day of March, 2000 by WILLIAM GOUL , presi t of STATA
CORPO • r .. - -
4 9 4 /414* .
Notary Publ Stat of e Texas
1 � . My Commission s �-
.� otary Public, State of Texas
- , , �� MARCH 1,2 00 y Commission Expires:
JDW/lkm STATA.DT 00 -0279 11
0710131
0
STATE OF TEXAS § 3
4
COUNTY OF BRAZOS § 7
This instrument was acknowledged before me on this the [' day of March, 2000 by FINIS WELCH, chairman of the board of 4
STATA CORPORATION, a corporation on behalf of said corporation. 7
! / , ►I it
Notary P, 0
My Commission ublicState E xpires of : _ Texas
t r, COLLEEN 4;0 ' r• O N. 1L
k f
' CV Notary Public, Stag or Texas '
* 46, : My Co ion E 7
■ 1 MARCH 1, 2002 ! e k 3
STATE OF TEXAS §
§
COUNTY OF BRAZOS § f ,,
This instrument was acknowledged before me on this the (i day of March, 2000 by PATRICIA BRA : • , m tary of STATA
CORPORATION, a corporation on behalf of said corporation.
� I • " ♦ /� i
N tary Public, State of Texas
II
M ommission Expires: _
'G I
��,r n,° COLLEEN M. GOODRICH I
r 1 , N Public, State of Texas
* 4 My Commission Expires i
i, , �a. MARCH 1, 2002
JDW/Ilan STATA.DT 00-0279 1
G2/22/80 11137 z 40!6132334 4 mecum! ENGR C/�1 011 1
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ADDENDUM LISTING ENCUMBRANCES TO PROPERTY 3
7
1. The following restrictive covenants of record itemized below: , +
PLAT: VOLUME 3490, PAGE 267, OFFICIAL RECORDS OF BRAZOS COUNTY, TEXAS. 7
2. Building lines per City Ordinance; 30' Landscape, Access and Public utility easement across front of property adjacent to Lakeway Drive
and along side of property adjacent to the Future Street, and any and all easements as reserved on plat recorded in Volume 3490, Page
267, Official Records of Brazos County, Texas.
3. Easement reserved in Deed executed by Holloway Sand and Gravel Co., Inc. to Howard L. Tent', et al, dated June 1, 1973, recorded
in Volume 316, Page 416, Deed Records of Brazos County, Texas.
4. Easement & Right -Of -Way executed by J.A.C. Developers Inc. to General Telephone Company of the Southwest, dated February 2, 0
1984, recorded in Volume 650, Page 77, Official Records of Brazos County, Texas. 3
5. Utility Easement executed by W. D. Fitch to the City of College Station, Texas, dated January 2, 1985, recorded in Volume 754, Page 0
138, Official Records of Brazos County, Texas.
6. Utility Easement executed by W. D. Fitch to the City of College Station, Texas, dated July 31, 1986, recorded in Volume 904, Page 22,
Official Records of Brazos County, Texas.
7. Sign Lease Agreement executed by Holloway Sand & Gravel Co. to Gulf Coast Sign Co., dated April 3, 1973, recorded in Volume 401,
Pages 215 and 219, Deed Records of Brazos County, Texas.
8. Conveyance To Distribute Trust Assets executed by Victoria Bank & Trust Company, (successor to City National Bank of Bryan), as
Trustee of the Testamentary Trust created under the terms of the Last Will and Testament of Anne Lila Wickes Mitchell, Deceased to
Ms. Anne E. MacDowell, Mr. Tyree B. Wilkerson, Mr. L. O. Wilkerson, III, Ms. May Wickes Davis, Ms. Sarah Holmgreen, Mr. Henry
G. Wickes, Jr., Mr. W. T. Mitchell; and Mr. R. H. Mitchell, Jr., dated July 5, 1994, recorded in Volume 2156, Page 138, Official Records
of Brazos County, Texas. (Covers 2298.321 acres and other property also)
9. Agreement For Development And Tax Abatement, including the terms and provisions thereof, executed by and between the City of
College Station, Texas, a home rule municipal corporation, and Stata Corporation, a Texas corporation, dated March 29, 1999, recorded
in Volume 3506, Page 156, Official Records of Brazos County, Texas.
10. Subject to the terms, provisions and conditions including a reversionary interest as contained in the Economic Development Agreement,
including the terms and provisions thereof, executed by and between the City of College Station, Texas, a home rule municipal
corporation, the Bryan/College Station Economic Development Corporation, a Texas non - profit corporation, and Stata Corporation, a
Texas corporation, dated March 29, 1999, recorded in Volume 3506, Page 166, Official Records of Brazos County, Texas, AND as set
forth in the Deed executed by the Bryan/College Station Economic Development Corporation, a Texas Non -profit Corporation to Stata
Corporation, a Texas Corporation, dated June 2, 1999, recorded in Volume 3506, Page 182, Official Records of Brazos County, Texas.
• 11, Deed of Trust recorded in Volume 3506, Page 185, Official Records of Brazos County, Texas, creating a lien on 3 acres of the Property.
12. Quitclaim Deed executed by Kenneth M. Morris, Trustee to H. L. Terry, D. K. Royal, Duncan Properties, a partnership, D. E. Roberson
and Hal Dickson, dated February 8, 1988, recorded in Volume 1027, Page 605, Official Records of Brazos County, Texas, and corrected
by Deed dated March 19, 1991, effective January 27, 1991, recorded in Volume 1252, Page 211, Official Records of Brazos County,
Texas.
13. Quitclaim Deed executed by the Frost National Bank, Successor Trustee of the Duncan Trust and Successor Trustee of the Janelle
Duncan McMahon Trust to Franklin D. McMahon and Michael W. McMahon, dated January 4, 1999, recorded in Volume 3367, Page
57, Official Records of Brazos County, Texas. (Covers 3,836.811 acres)'
14. Quitclaim Deed executed by Michael W. McMahon to The Michael W. McMahon Family Partnership No. 1, LTD., dated July 7, 1999,
recorded in Volume 3548, Page 54, Official Records of Brazos County, Texas.
15. Mineral reservation in Deed executed by Ed S. Wickes, et al to J. E. Marsh, dated July 19, 1939, recorded in Volume 103, Page 279,
Official Records of Brazos County, Texas.
16. Mineral reservation in Deed executed by Kenneth M. Morris, Trustee to Jerry D. Spearman, dated June 23, 1981, recorded in Volume
487, Page 199, Deed Records of Brazos County, Texas.
17. Mineral reservation in Deed executed by Kenneth M. Moms, Trustee to R .F. Spearman, dated June 23, 1981, recorded in Volume 487,
Page 204, Deed Records of Brazos County, Texas.
18. Mineral Deed executed by Duncan Properties to James R. Duncan, David R. Duncan, Trustee and The Frost National Bank of San
Antonio, As Trustee, dated effective January 1, 1992, recorded in Volume 1911, Page 99, Official Records of Brazos County, Texas.
19. Mineral Deed executed by Kate Dixon to Lurline Dixon Cawthon and Wanda Ebeling, dated November 30, 1993, recorded in Volume
2151, Page 83, Official Records of Brazos County, Texas. (Affects 600 acres)
20. Mineral Deed executed by the Frost National Bank, Trustee to Michael McMahon and Franklin McMahon, dated June 10,1998, effective
June 1, 1998, recorded in Volume 3164, Page 35, Official Records of Brazos County, Texas. (Covers 3,836.811 acres)
21. Royalty reservation in Deed executed by Grace H. Marsh, Individually and as Independent Executrix, to Michigan International
Speedway, Inc., dated March 19, 1969, recorded in Volume 277, Page 84, Deed Records of Brazos County, Texas.
22. Royalty Deed executed by Grace H. Marsh to Louise M. Reeves, Trustee, dated December 30, 1981, recorded in Volume 504, Page 677,
Deed Records of Brazos County, Texas.
23. Release of Surface Rights executed by Kenneth M. Morris, Trustee, dated January 28,1988, recorded in Volume 1025, Page 826, Official
Records of Brazos County, Texas.
24. Declaration of Interests executed by E. Hal Dickson, Duncan Properties, Gene R. Mendel, L. E. Richey, D. E. Roberson, D. K. Royal,
Vemon F. Runnels and Howard L. Terry, dated January 28, 1991, recorded in Volume 1245, Pages 17, 25, 48, 64, 72, 76, 82, 94
respectively, Official Records of Brazos County, Texas.
JDW/lkm STATA.DT 00 -0279 13
0710131
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25. Declaration of Interest executed by D. E. Roberson, H. 0. Boswell, Jr. and John H. Boswell, dated November 22, 1992, recorded in
Volume 1679, Pages 12, Official Records of Brazos County, Texas. As clarified by instruments recorded in Volume 2080, Pages 41 7
and 44, Official Records of Brazos County, Texas.
26. Agreement of Trust by and between Grace H. Marsh and Louise M. Reeves, dated March 25, 1981, recorded in Volume 2007, Page 294, 4
Official Records of Brazos County, Texas. (Royalty interest in 2000 acres)
7
27. Oil and Gas Lease executed by Ed S. Wickes, et al to Margaret Hasslocher, dated January 1938, recorded in Volume 93, Page 597, Deed
Records of Brazos County, Texas (10 year primary term).
28. Oil and Gas Lease executed by Kenneth M. Moms, Trustee to R. L. Reese, dated February 13, 1978, recorded in Volume 31, Page 529,
Oil and Gas Lease Records of Brazos County, Texas (6 month primary term). 0
29. Oil, Gas and Mineral Lease executed by Kenneth M. Moms, Trustee to R. L. Reese, dated May 30, 1979, recorded in Volume 34, Page i
639, Oil and Gas Lease Records of Brazos County, Texas (1 year primary term). 0
30. Oil, Gas and Mineral Lease executed by Vernon F. Runnels to Ameritex Minerals, Inc., dated May 8, 1990, recorded in Volume 1192,
8
Page 551, Official Records of Brazos County, Texas (3 year primary term); Amendment to Oil, Gas And Mineral Lease recorded in
Volume 1634, Page 156, Official Records of Brazos County, Texas; Lease Amendment And Ratification dated June 7, 1996, recorded 1
in Volume 2672, Page 222, Official Records of Brazos County, Texas; Ratification And Rental Division Orderrecorded in Volume 1245,
Page 80, Official Records of Brazos County, Texas.
31. Oil, Gas and Mineral Lease executed by H. L. Terry, D. K. Royal, Duncan Properties, Inc., D. E. Roberson and Hal Dickson to Ameritex
Minerals, Inc., dated May 8, 1990, recorded in Volume 1192, Page 554, Official Records of Brazos County, Texas (3 year primary term);
Amendment to Oil, Gas And Mineral Lease dated March 8, 1991, recorded in Volume 1251, Page 288, Official Records of Brazos
County, Texas; Amendment To Oil, Gas And Mineral Lease dated October 27, 1992, recorded in Volume 1634, Page 160, Official
Records of Brazos County, Texas; Amendment Of Oil, Gas And Mineral Lease dated October 27, 1992, recorded in Volume 1635, Page
341, Official Records of Brazos County, Texas; Amendment Of Oil, Gas And Mineral Lease dated November 4, 1992, recorded in
Volume 1644, Page 42, Official Records of Brazos County, Texas; Lease Amendment And Ratification dated May 22, 1996, recorded
in Volume 2672, Page 194, Official Records of Brazos County, Texas; Lease Amendment And Ratification dated April 24, 1996,
recorded in Volume 2672, Page 196, Official Records of Brazos County, Texas; Lease Amendment And Ratification dated October 1,
1996, recorded in Volume 2818, Page 47, Official Records of Brazos County,. Texas; Ratification And Rental Division Orders recorded
in Volume 1245, Pages 21, 23, 70 and 98 and Volume 1251, Page 296, both of the Official Records of Brazos County, Texas;
Ratification Of Oil And Gas Lease recorded in Volume 1252, Pages 216, 218, 220, 222, 224, 226, 228; Volume 1297, Pages 197, 199,
201, 205, 207, 209, 211, 213, 215, 217, 219, 221, 223, 225, 227, 229, 231,233; Volume 1350, Pages 217 thru 236, Pages 239, and Pages
243 thru 267; Volume 1372, Pages 268, 270, 275; and Volume 1615, Page 303, all of the Official Records of Brazos County, Texas.
32. Oil, Gas and Mineral Lease executed by L. E. Richey to Ameritex Minerals, Inc., dated May 8, 1990, recorded in Volume 1193, Page
783, Official Records of Brazos County, Texas (3 year primary term); Amendment Of Oil, Gas And Mineral Lease dated October 27,
1992, recorded in Volume 1634, Page 165, Official Records of Brazos County, Texas; Lease Amendment And Ratification dated June
7, 1996, recorded in Volume 2672, Page 215, Official Records of Brazos County, Texas. Ratification And Rental Division Order
recorded in Volume 1245, Page 68, Official Records of Brazos County, Texas.
34. Oil, Gas and Mineral Lease executed by Gene R. Mendel to Ameritex Minerals, Inc., dated May 8, 1990, recorded in Volume 1194, Page
209, Official Records of Brazos County, Texas (3 year primary term). Amendment Of Oil, Gas And Mineral Lease dated November 2,
1992, recorded in Volume 1638, Page 244, Official Records of Brazos County, Texas; Lease Amendment And Ratification dated June
4, 1996, recorded in Volume 2672, Page 229, Official Records of Brazos County, Texas. Ratification And Rental Division Order,
recorded in Volume 1245, Page 46, Official Records of Brazos County, Texas.
35. Designation OfUnitexecuted by Union Pacific Resources Company, et al, - "H. L. Terry Unit Well No. 1 ", dated June 30, 1993, recorded
in Volume 1843, Page 304 and Volume 1855, Pages 266 and 273, both of the Official Records of Brazos County, Texas.
Filed for Record in:
BMWS COUNTY,
On: Mar 07 at 02:41PM
Ps a
Recordings
Dacu mt flusher: 0710131
Rsount 34.00
Receipt Nuober - 147730
Susie Cohen
SIp1E OF lEZ tWItY
I hereby certify that this instruniit was
filed on the date ad tin stand hereon by u
a ws duly recorded in the value and page
of the nand records of:
BttAOS (X1IfIY,
as stanped hereon by n.
Mar 07, 2000
MULE Ira NI W01, 111itY 11th(
RIOS JDW/lkm STATA.DT 00 -0279 14