Loading...
921 Avenue H, 3-28-2012rE 3/28/12 1:25 PM OMB No. 2502 -026 A. U.S. Department oousing and Urban Development Settlement Statement B. Type.of Loan 1 1. [ ] FHA 2. [ ] FMHA 3. [X] Conv. Unins. 4.[ ]VA 5.[ ]Conv. Ins. 6. File Number •201108783 7. Loan Number 8. Mortgage Ins. Case No. C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked ( "POC ") were paid outside the closing: they are shown here for information purposes and are not included in the totals. D. Name of Borrower: City of Huntsville, 1212 Avenue M, Huntsville, TX 77340 E. Name of Seller: F. Name of Lender: Texas Department of Housing and Community Affairs, 221 East 11th Street, Austin, TX 78701 G. Property Location: Lot 1, Oakwood View 921 Avenue H, Huntsville, TX 77340 H. Settlement Agent: Walker County Title Company (936) 295 -8173 TIN: 742113306 Place of Settlement: 1109 University Avenue, Huntsville, TX 77340 I. Settlement Date: 3/28/2012 Proration Date: 3/28/2012 J. Summa o 100. Gross amount due from borrower: 400. Gross amount due to seller: 101. Contract sales price 401. Contract sales price 102. Personal property 402. Personal property 103. Settlement charges to borrower (line 1400) 1,014.00 403. 104. 404. 105. Construction Funds Held by Lender 63,302.00 405. Adjustments for it,3rrls pant bylte�- �� : dvs0ce lal selletr#fa . . , ..., 106. City /town taxes 406. City /town taxes , 107. County taxes 407. County taxes 108. Assessments 408. Assessments 109. Property Taxes 409. Property Taxes 110. 410. 111. 411. 112. 412. 120. Gross amount due from borrower: 64,316.00 420. Gross amount due to seller: 0.00 200: " Amounts paid JY eil '' 201. Deposit or earnest money 501. Excess deposit (see instructions) 202. Principal amount of new loan(s) 63,302.00 502. Settlement charges to seller (line 1400) 0.00 203. Existing loan(s) taken subject to 503. Existing loan(s) taken subject to 204. 504. Payoff of first mortgage loan 205. 505. Payoff of second mortgage loan 206. 506. 207. 507. 208. 508. 209. 509. Adjustments for items unPa by fte � � .. t r ajgl (fir s T,�.. � ,ap ,3 „ z: 210. City/town taxes 510. City /town taxes . 211. County taxes 511. County taxes 212. Assessments 512. Assessments 213. Property Taxes 513. Property Taxes 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. Total paid by /for borrower: 63,302.00 520. Total reduction in amount due seller: 0.00 300: Cash at Settle " t t r I . • . , , 301. Gross amount due from borrower (line 120) 64,316.00 601. Gross amount due to seller (line 420). 0.00 302. Less amount paid by /for borrower (line 220) 63,302.00 602. Less total reduction in amount due seller(line 520) 0.00 303. CASH (X)FROM ()TO BORROWER 1,014.00 603. CASH ()FROM ()TO SELLER 0.00 SUBSTITUTE FORM 1099 SELLER STATEMENT - The information contained in Blocks E, G, H and I and on line 401 (or, if line 401 is asterisked, lines 403 and 404), 406, 407 and 408-412 (applicable part of buyer's real estate tax reportable to the IRS) is important tax information and is being fumished to the Internal Revenue Service. If you are required to file a retum, a negligence penalty or other sanction will be imposed on you if this item is required to be reported and the IRS determines that it has not been reported. SELLER INSTRUCTION - If this real estate was your principle residence, file form 2119, Sale or Exchange of Principal Residence, for any gain, with your income tax retum; for other transactions, complete the applicable parts of form 4797, Form 6252 and/or Schedule D (Form 1040). You are required by law to provide Walker County Title Company (936) 295 -8173 with your correct taxpayer identification number. If you do not provide Walker County Title Company (936) 295 -8173 with your correct taxpayer identification number, you may be subject to civil or criminal penalties. • Settlement arg r 2011087 700. Total sales /broker commission Division of commission (line 700) ai follows: ' 701. $ 702. $ Paid From Borrower's Funds at Settlement Paid From Sellers Funds at Settlement 703. Commission paid at settlement 704. 705. 706. 800 ,, `= Items payal 801. Loan origination fee 802. Loan discount 803. Appraisal fee 804. Credit report 805. Lender's inspection fee 806. Mortgage insurance application fee ' 807. Assumption fee 808. 809. 810. 811. 812. 813. 814. Yield Spread Premium 900. items required by 901. Interest from 902. Mortgage insurance premium for 903. Hazard insurance premium for 904. 905. VA Funding Fee 1000. = ; ::Reserveac 1001. Hazard insurance 1002. Mortgage insurance 1003. City property taxes 1004. County property taxes 1005. Annual assessments (maint.) 1006. 1007. 1008. 1009. Aggregate Adjustment 1100.:' Title charges 1101. Settlement or closing fee 1102. Abstract or title search 1103. Title examination 1104. Title insurance binder 1105. Document preparation 1106. Notary fees 1107. Attorneys fees to includes above items no.: 1108. Title insurance to Walker County Title Company 669.00 includes above items no.: T19, Tax Del, NYDP 1109. Lender's coverage $63,302.00 $669.00 1110. Owner's coverage 1111. State Guaranty Fee (Owner) 1112. State Guaranty Fee (MTG) to Walker County Title Company 2.00 1113. Escrow /Closing Fee tp Walker County Title Company 100.00 1114. Tax Certificates to Walker County Title Company 20.00 1115. Delivery Fee to Walker County Title Company 25.00 1200. Government. 81 1201. Recording fees: Mortgage $144.00 UCC $54.00 198.00 1202. City /county tax/stamps: 1203. State tax/stamps: 1204. 1205. 1206. 1300. ' 't Additional settletltent 1301. Survey 1302. Pest inspection 1303. 1304. 1305. 1306. 2011 Property Taxes to Walker County Appraisal District POCB 1141.25 1400. Total settlement charges (entered on lines 103, section J and 502, section K) 1,014.00 0.00 GF: 201108783 CERTIFICATION I have carefully reviewed the HUD -1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD -1 Settlement Statement. SELLERS: PURCHASERS: City of Hun sville To the best of my knowledge, the HUD -1 Settlement Statement which I have prepared is a true and accurate account of the funds which were received and have been or will be disbursed by the undersigned as part of the settlement of this transaction. Walker County Title Company ement A • ent Date WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details, see: Title 18 U.S. Code Sections 1001 *id 1010. CONSTRUCTION LOAN AGREEMENT ( "Loan Agreement ") NEIGHBORHOOD STABILIZATION PROGRAM Awarding Federal Agency: United States Department of Housing and Urban Development ( "HUD ") TDHCA Federal Award Number: B- 08 -DN -48 -0001 Federal Award Year (Year of Award from HUD to TDHCA): 2008 TDHCA Award Year (Year of TDHCA Board Approval): 2009 THIS Neigh orhood Stabilization Program ( "NSP ") CONSTRUCTION LOAN AGREEMENT dated this day of March, 2012 is made by and between the TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas ( "Lender "), whose address is 221 E. 11th Street., P.O. Box 13941, Austin, Travis County, Texas 78711 -3941, and CITY OF HUNTSVILLE, a political subdivision of the State of Texas ( "Borrower), whose address is 1212 Avenue M, Huntsville, Walker County, Texas 77340, in connection with a loan in the original principal sum of $63,302.00, of which $52,500.00 is for reimbursement of acquisition for the said Lot as described herein and $9,820.00 is for payment of construction costs. GENERAL Borrower is engaged in the business of construction, which includes rehabilitation and new construction, under NSP and the sale of single - family residences on certain lot(s) located in Walker County, Texas as described as BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto and made a part hereof. The Loan that is the subject of this NSP Construction Loan Agreement is to be used by Borrower to finance the acquisition and construction of a single - family residence, in accordance with the Neighborhood Stabilization Program Contract (as defined herein) for the single - family dwelling to be constructed or rehabilitated, as those terms are hereinafter defined. ARTICLE 1 - DEFINITIONS For purposes of this Loan Agreement, the following terms shall have the respective meanings assigned to them. 1.1 Advance. The terms "Advance" or "Advances" shall mean a disbursement by Lender of any of the proceeds of the Note and /or the Borrower's Deposit (defined herein) based on an interim inspection supported by appropriate documentation as to be determined by Lender. 1.2 Affidavit of Borrower. The term "Affidavit of Borrower" shall mean a sworn affidavit of Borrower (and such other parties as Lender may require) to the effect that all statements, invoices, bills, and other expenses incident to construction of Improvements incurred to a specified T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 1 of 50 date, whether or not specified in the Approved Budget for such Improvements, have been paid in full, except for (a) amounts retained pursuant to the Construction Contract, if applicable and (b) items to be paid from the proceeds of an Advance then being requested or in another manner satisfactory to Lender. 1.3 Application for Advance. The term "Application -for Advance" shall: mean a written commercial draw request through the Lender's Housing Contract System, including all supporting documentation required to correspond and substantiate the expense. Said application, in the form attached hereto as Exhibit B -1, (or on such other form furnished and approved by Lender from time to time) shall be completed by Borrower (and such other parties as Lender may require) and submitted to Lender and if requested by Lender specifying by name, current address, and amount all parties to whom Borrower is obligated for labor, materials, or services supplied for the construction of the Improvements and all other expenses incident to the Loan, and the construction of the Improvements, whether or not specified in the Approved Budget, requesting an Advance for the payment of such items, containing, if requested by Lender, an Affidavit of Borrower, accompanied by such schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents as Lender may reasonably request, including but not limited to an executed Application and Certificate for Payment and an Interim Construction Inspection Report (as those terms as hereafter defined). • 1.4 Application and Certificate for Payment. The term "Application and Cert. ificate'for Payment" shall mean a written application in the form attached hereto as Exhibit C (or on such other form furnished and approved by Lender from time to time) by Borrower submitted to Lender to correspond with and substantiate each Application for Advance: 1.5 Approved Budget. The term "Approved Budget" shall be prepared by the Borrower and include the following documents: schedule of values and itemization of costs incurred, together demonstrating a budget or a cost itemization, that specifies the cost by item of all labor, materials, and services necessary for the construction of Improvements for which the proceeds of a Note are to be used in accordance with the Plans and all Governmental Requirements. 1.6 Architect. This term is not applicable to this agreement. 1.7 Borrower. The term "Borrower" shall mean CITY OF HUNTSVILLE, a political subdivision of the State of Texas. 1.8 Borrower's Deposit. The term "Borrower's Deposit" shall mean such cash sums as Lender may deem necessary, from time to time until a Loan is paid in full, in addition to such Loan, for the payment of the costs of labor, materials, and services required for the construction of the Improvements, other costs and expenses specified in the Approved Budget, and other costs and expenses required to be paid in connection with the construction of the Improvements in accordance with the Plans and any Governmental Requirements. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 2 of 50 1.9 Commencement Date. The term "Commencement Date" shall mean the date as of even date herewith. 1.10 Completion. When all of the following have been delivered to Lender: (i) certificate of occupancy (or its equivalent) from the appropriate governmental authority having jurisdiction over the Property, (ii) certificate of substantial completion from the Arcltect, if applicable, or Inspecting Architect and (iii) an Affidavit and full release of liens in recordable form from the Contractor, if applicable and, upon request of Lender, any other contractors or subcontractors who have performed work on, or furnished materials for, the Improvements, or other documentation specified by Lender. 1.11 Completion Date. The term "Completion Date" shall mean the date the Improvements are constructed or rehabilitated to completion, but in no event later than August 1, 2012. 1.12 Construction Contracts: The term "Construction Contracts" shall mean any and all contracts and agreements, written or oral, between Borrower and the General Contractor, between Borrower and any other original contractor, between any of the foregoing and any subcontractor and between any of the foregoing and any other person or entity relating in any way to the construction of the Improvements, including, without limitation, the performing of labor or the furnishing of standard or specifically fabricated materials in connection therewith. 1.13 General Contractor or Contractor. The term "General Contractor" or "Contractor" shall mean Quality Works Construction, Inc., a Texas corporation, or any other general contractor engaged by Borrower and approved in writing by Lender to construct the Improvements thereof. 1.14 Debtor Relief Laws. The term "Debtor Relief Laws" shall mean any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time. 1.15 Deed of Trust. The term "Deed of Trust" shall mean an interim construction deed of trust (with security agreement) of even date herewith executed by Borrower to Timothy K. Irvine, Trustee for Lender, securing the payment of the Note and conveying the Property. 1.16 Event of Default. The term "Event of Default" shall mean the occurrence of any one of the following: (a) Any indebtedness evidenced, governed or secured by any of the Loan Instruments is not paid when due, whether by acceleration or otherwise. (b) Any covenant in this Loan Agreement or any of the other Loan Instruments, is not fully and timely performed, or the occurrence of any default or event of default thereunder. (c) Any statement, representation or warranty in the Loan Instruments, any Financial Statements or any other writing delivered to Lender in connection with the Loan is false, misleading or erroneous in any material respect. T: \Idld\Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 3 of 50 (d) Failure of the construction of Improvements or any materials for which an Advance has been requested to comply with the Plans, any Governmental Requirements, or the requirements of any contract purchaser of a lot(s) and Improvements, if applicable. (e) Failure of Borrower to satisfy any condition specified' herein as precedent to the obligation of Lender to make an Advance after an Application for Advance has been submitted by Borrower to Lender. (f) A reasonable determination by Lender that construction of the Improvements will not be completed on or before the Completion Date. (g) Borrower or any person obligated to pay any part of the indebtedness evidenced, governed or secured by the Loan Instruments: (1) does not pay its debts as they become due or admits in writing its inability to pay its debts or makes a general assignment for the benefit of creditors; or (2) commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any Debtor Relief Laws; or (3) in any involuntary case, proceeding. or other action commenced against it which seeks to have an order for relief entered against it, as debtor, or seeks reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, (i) fails to Obtain a dismissal of such case, proceeding or other action within sixty (60) days of its commencement;' or (ii) converts the case from one chapter of the Federal Bankruptcy Code to another chapter, or (iii) is the subject of an order for relief; or (4) conceals, removes, or permits to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or makes or suffers a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or makes any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have been paid; or suffers or permits, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings which is not vacated within sixty (60) days from the date thereof; or (5) has a trustee, receiver, custodian or other similar official appointed for or take possession of all or any part of the Property or any other of its property or has any court take jurisdiction of any other of its property which continues for a period of sixty (60) days (except where a shorter period is specified in the immediately following subparagraph (6)); or (6) fails to have discharged within a period of ten (10) days any attachment, sequestration, or similar writ levied upon any property of such person; or T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 4 of 50 (7) fails to pay immediately any final money judgment against such person. (h) The holder of any lien, security interest or assignment on a Property institutes foreclosure or other proceedings or takes other action for the enforcement of its remedies thereunder. (i) The liquidation, termination, dissolution, death, or legal incapacity of Borrower. (j) Reasonable belief by Lender that the prospect of payment or performance of any obligation under any of the Loan Instruments is impaired. (k) The occurrence of any material adverse change in the financial condition of Borrower. (1) Default in the payment of any other indebtedness or default in the performance of any other obligation to Lender by Borrower. (m) Breach of the NSP Contract, as defined herein. (n) Default under the NSP Contract. 1.17 Financial Statements. The term "Financial .Statements" shall mean such balance sheets, profit and loss statements, reconciliations of capital and surplus, changes in financial condition, schedules of sources and uses of funds, operating statements with respect to Borrower, pro forma schedules of sources and uses of funds for ensuing twelve -month periods, and other financial information of Borrower as shall -be required by Lender, from time to time, which statements shall be certified as true and correct by the party submitting' such statements or, if required by Lender, shall be certified by an independent certified public accountant. 1.18 Financing Statements. The term "Financing Statements" shall mean UCC -1 financing statements of even date herewith. 1.19 Governmental Authority. The term "Governmental Authority" shall mean the United States, the State of Texas, the county, the city, or any other political subdivision in which the Property is located, and any other political subdivision, agency, or instrumentality exercising jurisdiction over Borrower or the Property. 1.20 Governmental Requirements. The term "Governmental Requirements" shall mean all laws, ordinances, rules, and regulations of any Governmental Authority applicable to Borrower or the Property or the construction or development of Improvements thereon, including, without limitation, the following: the Civil Rights Act of 1964 (42 U.S.C. 2000(d); Executive Order 11063, as amended by Executive Order 12259; Executive Order 11246; Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.); Fair Credit Reporting Act (15 U.S.C. 1681 et seq.); Fair Housing Act (42 U.S.C. 3601 et seq.); the Americans with Disabilities Act of 1990 (P.L. 101 -336); of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations (24 CFR Part 8); Architectural Barriers Act of 1968 T: \ldld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 5 of 50 (42 U.S.C. 4151 et seq.); Federal Drug Free Workplace Act of 1988 and the regulations promulgated thereunder including, without limitation, 54 CFR Part 4956, Section 3 of the Housing and Urban Development Act of 1968; Executive Orders 11625, 12432 and 12138, as amended; the Copeland "Anti- Kickback" Act (18 U.S.C. § 874 et seq.); the Davis -Bacon Act (40 U.S.C. § 276a et seq.); Sections 103 and 107 of the Work Hours and Safety Standards Act. (40 U.S.C. § 327 et seq.); the Uniform Relocation Assistance and Real Property Acgdisiti:dn Policies Act (42 U.S.C. § 4201 et seq.); the Housing and Community Development Act of 1974; the National Environmental Policy Act (42 U.S.C. § 4321 et seq.); 24 CFR Part 50, of the Housing and Urban Development Act as applicable; and 24 CFR Part 58, 51, 52, and 55 of the Housing and Urban Development Act; ( "NEPA "); the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. § 4321 et seq.); ); Protection of Wetlands (Executive Order 11990, Mary 24, 1977); Coastal Management Act (Sections 307 (c) and (d)); Safe Water Driving Act (42 U.S.C. 20.1, 300(0 and 21U.S.C. 349); Protection of the Environment, Sole Source Aquifers (40 CFR 149); Endangered Species Act (50 CFR 402); Wild and Scenic Rivers Act (16 U.S.C. 1271 et seq. as amended, particularly section 7(b) and (c)); Farmland Protection Policy Act (7 CFR 658); Federal Actions to Address Environmental Justice in Minority Populations and Low Income Populations (Executive Order 12898, February 11, 1994); Parts of Environmental Review Procedures for Entities Assuming HUD Environmental Responsibilities: Noise Abatement and Control (24 CFR 51B); Explosive and Flammable Operations (24 CFR 51 C); Toxic Chemicals and Radioactive Materials (24 CFR 58.5(a); Airport Clear zones and Accident Potential Zones (24 CFR51 D);the State of Texas Senate Bill 1356; Title 8, and Chapter 92 of the Texas Property Code; Solid Waste Disposal_ Act TEX. HEALTH & SAFETY CODE Ann. Ch.. 361; Comprehensive Municipal Solid Waste Management, Resource Recovery, and Conservation tact. TEX. HEALTH & SAFETY CODE Ann. Ch 363; County Solid Waste Control Act. TEX. HEALTH & SAFETY CODE Ann. Ch 364; Texas Clean Air Act, TEX. HEALTH AND SAFETY CODE Ann. Ch.; and Hazardous Communication Act, TEXAS HEALTH AND SAFETY CODE Ann. Ch. 502; and such Governmental Requirements as may be from time to time amended or superseded and all of their implementing regulations, as may be amended. 1.21 Hazardous Materials. The term "Hazardous Materials" shall mean (a) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et sq.), as amended from time to time, and regulations promulgated thereunder; (b) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended from time to time, and regulations promulgated thereunder; (c) asbestos; (d) polychlorinated biphenyls, whether in the form of electrical transformers, fluorescent light fixtures with ballasts, cooling oils, or any other device or form; (e) underground storage tanks, whether empty, filled or partially filled with any substance; (0 any substance the presence of which on a Property is prohibited by any Governmental Requirements; and (g) any other substance which by any Governmental Requirements requires special handling or notification of any federal, state or local governmental entity in its collection, storage, treatment or disposal. 1.22 Hazardous Materials Contamination. The term "Hazardous Materials Contamination" shall mean any contamination (whether presently existing or hereafter occurring) of any Improvements, facilities, soil, groundwater, air or other elements on or of a Property by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air or other T: \Idld \Loan Docs \NSP\Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 6 of 50 elements on or of any other property as a result of Hazardous Materials at any time (whether before or after the date of this Loan Agreement) emanating from a Property. 1.23 Improvements. The term "Improvements" shall mean the permanent residential dwelling unit to be constructed or rehabilitated on the Lot(s) or on the vacant land that is currently designated for residential use. 1.24 Inspecting Architects/Engineers. If applicable, the tern "Inspecting Architects/Engineers" shall mean such employees, representatives and agents of Lender or third parties, who may, from time to time, conduct inspections of a Property or offer other services related thereto, when applicable. 1.25 Insurance Policies. The term "Insurance Policies" shall mean: (a) All -risk builder's risk insurance during the construction of the Improvements and up to the sale of the Improvements, in an amount equal to 100% of the replacement cost of Improvements, providing all -risk coverage on the Improvements and materials stored on a Property and elsewhere, and including the perils of collapse, damage resulting from error in design or faulty workmanship or materials, water damage and, if requested by Lender, flood, earthquake, business interruption, permission to occupy, interest costs and other risks; (b) All -risk insurance after the completion of the construction of the Improvements, as determined by Lender, in the amount of at least 100% of the replacement.' lost. of such Improvements or in such additional amounts as Lender may require, providing all -risk coverage in the Improvements, and, if requested by Lender, to- include the perils of flood, earthquake, business interruption and other risks; (c) Such other insurance as Lender may reasonably require. The all -risk insurance policies referred to in this Section may include a reasonable deductible in an amount approved by Lender. All Insurance Policies shall be issued on forms and by companies satisfactory to Lender and shall be delivered to Lender at the address set forth on page one hereof. All -risk Insurance Policies shall have loss made payable to Lender as mortgagee together with a standard mortgagee clause which provides Lender with at least fifteen (15) days prior notice of amendment or cancellation. Commercial General Liability shall have a provision giving Lender at least fifteen (15) days prior notice of cancellation or material change of the coverage. 1.26 Interim Construction Inspection Report. The term "Interim Construction Report" shall mean a report (on a form provided and approved by Lender and is currently located on the Lender's electronic library, under NSP, under "Forms" see: http: / /www.tdhca .state.tx.us /nsp /forms.htm) and shall be completed by a third party inspector. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 7 of 50 1.27 Lender. The term "Lender" shall mean TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas. 1.28 Loan. The term "Loan" shall mean the loan by Lender to Borrower pursuant to this Loan Agreement in the amount of $63,302.00, on the terms and conditions set forth in the Note and other Loan Instruments, from time to time "during the period from the date of this Loan Agreement up to Completion Date. 1.29 Loan Instruments. The term "Loan Instruments" shall mean the Loan Agreement, the Deed of Trust, Note, Financing Statements, and such other instruments evidencing, securing, or pertaining to the Loan as shall, from time to time, be executed and delivered by Borrower or any other party to Lender pursuant to this Loan Agreement. 1.30 Lot(s). The term "Lot(s)" shall mean that certain lot located in Huntsville, Walker County, Texas, and more particularly described as BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto and made a part hereof which has a property address of: 921 Avenue,H, Huntsville, Walker County, Texas .77320. 1.31 Neighborhood Stabilization Program. The term shall mean— "Neighborhood Stabilization Program" (NSP) or (Program), as authorized by the (Housing and Economic Recovery Act of 2008), as an adjunct to the Community Development Block Grant Program. Housing and Economic Recovery Act of 2008, Pub. L. 110 -289, 112 STAT 2850). 1.32 Neighborhood Stabilization Contract. The term "Neighborhood Stabilization Contract," hereinafter "NSP Contract" shall mean the contract executed between Office of Rural Affairs established within the Department of Agriculture, a public and official agency of the State of Texas, and Contractor (as stated in the NSP Contract) with a unique contract number of 77099999126 and executed to be effective on September 1, 2009, in the original amount of $1,050,000.00 as assigned and transferred to Lender by Assignment of Contract on August 30, 2011, and as may be amended from time to time. 1.33 Note. The term "Note" shall mean a promissory note in the amount of $63,302.00 of even date herein executed by Borrower payable to Lender. 1.34 Notice of Invalidity of Oral Agreements. The term "Notice of Invalidity of Oral Agreements" shall mean the notice executed by Borrower on even date herein. 1.35 Plans. The term "Plans" shall mean an initial inspection, work write -up, estimate or bid, or other work product as stated by Lender, which pertain to said construction of Improvements prepared or possessed by the Engineer or Architect, if applicable, or others for such Construction with respect to the residence to be constructed or Rehabilitated by Borrower, approved by Lender, T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 8 of 50 and all applicable Governmental Authorities. If an Architect or Engineer is included in the construction or Rehabilitation, then any and all contracts and agreement, written or oral, between the Architect or Engineer and the Borrower, shall also be included in the Plans. 1.36 Rehabilitation: The term "Rehabilitation" includes activities as described in 24 CFR Section 570.202(b); but litnited to improvement Or modification of an existing property through an alteration, addition, or enhancement including the demolition of an existing residential property and the reconstruction (rebuilding of a structure on the same site in substantially the same manner) of residential property. 1.37 Resolution Certificate. The term "Resolution Certificate" shall mean a corporate resolution in the form attached hereto as Exhibit F. 1.38 Property. The term "Property" shall mean the Lots(s), Improvement, all other property, personal property or mixed and fixtures constituting the Mortgaged Property as described in the Deed of Trust. 1.39 Survey. The term "Survey" shall mean a current certified land title survey of the Lot(s) satisfying the requirements of a Category 1A Real Property Title Survey (Condition II) as set forth in the latest edition of the Manual For Practice for Land Surveying in Texas and certified as such by the surveyor and including such other certificate as Lender may require in a certificate addressed to Borrower,. Lender,, and the Title Company, signed by the Surveyor and bearing the current date and the Surveyor's registration number and seal, and7or a recorded plat or map of the property, as required by Lender, - which plat or map shall be approved and accepted by all Governmental Authorities having jurisdiction of the property. 1.40 Title Company. The term "Title Company" shall mean the title company, approved by Lender, issuing the Title Insurance. 1.41 Title Insurance. The term "Title Insurance" shall mean a loan title policy or policies of insurance or loan title policy binder or binders on interim construction loan, as Lender may require, in the amount of the Note described in the Deed of Trust, insuring or committing to insure that such Deed of Trust constitutes a valid first and prior lien and subject only to those exceptions and encumbrances which Lender may approve, issued by the Title Company. ARTICLE 2 - ADVANCES OF THE LOAN 2.1 Interest on the Loan. Interest on the Loan, at the rate specified in the Note, shall be computed on the unpaid principal balance which exists from time to time and shall be computed with respect to each Advance only from the date of such Advance (as to the portion of each Advance not constituting a portion of Borrower's Deposit). 2.2 Advances. Advances for the payment of costs of labor, materials, and services supplied for the construction of the Improvements and the other items shown in an Approved Budget shall be made by Lender, after actual commencement of construction of Improvements, for work actually done during the preceding period. Loan proceeds advanced by Lender by journal T: \idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 9 of 50 entry to pay interest required to be paid by Borrower pursuant to this Loan Agreement shall constitute actual Advances to Borrower. From time to time, Borrower shall submit an Application for Advance to Lender requesting an Advance for the payment of the acquisition costs of the Lot, the interest on the Loan, the costs of labor, materials, and services supplied for the construction of Improvements, and the marketing of the Property for sale, in accordance with and as specified in the Approved Budget: Advaticks for payment of •s'ts of toristruction of Improvements and the other items shown in an Approved Budget shall be limited to the amounts shown in an Approved Budget and not exceed the aggregate of (a) the costs of labor; materials, and services incorporated into the Improvements in a manner acceptable to Lender, including reasonable indirect costs approved by Lender, less (b) all prior Advances for payment of costs of labor, materials, and services for the construction of the Improvements actually incorporated into the Improvements. Each Application for Advance shall be submitted by Borrower to Lender at least ten (10) business days prior to the date on which an Advance is desired by Borrower (and each statement made in such application must be true and correct at the time the requested Advance is to be made). The final Advance for Rehabilitation, new construction, and reconstruction, including all retainage, will not be made until the date which is thirty-one (31) days after completion of construction and until the Lender has received the following: (1) an affidavit of completion in a form approved by the Department and attached as Exhibit D (2) evidence that all Governmental Requirements have been satisfied, (3) evidence that no mechanic's or materialman's lien or other encumbrance has been filed and remains in effect against a Property, (4) final lien releases or waivers by Contractor and all subcontractors, materialman, and other parties who have supplied labor, materials, or services for the construction of Improvements, or who otherwise might be entitled to claim a contractual, statutory, or constitutional lien against a Property in a form approved by Department and attached as Exhibit E and (5) verification that the Title Insurance will be in effect for a minimum of six (6) months after the final Advance. 2.3 Conditions to the First Advance. As a condition precedent to the first Advance under the Note, Borrower must submit to Lender not later than fifteen (15) business days prior to the anticipated date of the first Advance, a fully completed and executed Application for Advance and must further satisfy the conditions required hereby and execute and deliver to, procure for and deposit with, and pay to Lender and, if appropriate, record in the proper records with all filing and recording fees paid, the documents, certificates, and other items that are noted by (x) on Exhibit A- 1 attached hereto, together with such other documents, instruments, and certificates as Lender may reasonably require. It is anticipated that the borrower will immediately request an advance for the reimbursement of the acquisition costs for the Lot(s) securing the Note in the aggregate amount of $52,500.00. 2.4 Conditions to Subsequent Advances. As a condition precedent to each subsequent Advance under the Note other than the first Advance, in addition to all other requirements herein, Borrower must satisfy the following requirements and, if required by Lender, deliver to Lender evidence of such satisfaction: (a) All conditions precedent to the first Advance shall have been satisfied; (b) No Event of Default shall exist; T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 10 of 50 (c) A foundation survey, if required by Lender, shall have been furnished to Lender at final draw, showing no encroachment of the improvements on any boundary line, easement, building setback line, or other restricted area; 04 4 (d) The representations and warranties made in this Loan Agreement shall be true and correct on and as of the date of each Advance, with the same effect as if made on that date; (e) Borrower will procure and deliver to Lender, if required by Lender, releases or waivers of mechanics' liens and receipted bills showing payment of all parties who have furnished materials or services or performed labor of any kind in connection with the construction of any of the Improvements; and (f) The Title Insurance shall be in effect. 2.5 Reallocation of Approved Budget. Lender reserves the right to make Advances which are allocated to any of the designated items in an Approved Budget for such other purposes or in such different proportions as Lender may, in its sole discretion, deem necessary or advisable. Borrower may not reallocate items of cost or change an Approved Budget without the prior written consent of Lender. 2.6 No Waiver. No Advance shall constitute a waiver of any condition precedent to the obligation of Lender to make any further Advance or preclude Lender from thereafter declaring the failure of Borrower to satisfy such condition precedent to be an Event of Default. 2.7 Conditions Precedent for the Benefit of Lender. All conditions precedent to the obligation of Lender to make any Advance are imposed hereby solely for the benefit of Lender, and no other party may require satisfaction of any such condition precedent or be entitled to assume that Lender will refuse to make any Advance in the absence of strict compliance with such conditions precedent. All requirements of this Loan Agreement may be waived by Lender, in whole or in part, at any time. 2.8 Subordination. Lender shall not be obligated to make, nor shall Borrower be entitled to, any Advance until such time as Lender shall have received, to the extent requested by Lender, subordination agreements from Architect when applicable, Contractor, when applicable, and all other persons furnishing labor, materials, or services for the design or construction of Improvements, subordinating to the provisions of a Deed of Trust any lien, claim, or charge they may have against Borrower or a Property. 2.9 Title Insurance. If any of the Title Insurance consists of Loan Title Policy Binders on Interim Construction Loan, after expiration of the time periods specified in Section 2.2, Borrower will replace such binders with a Loan Policy (or Policies) of Title Insurance, endorsed and extended to cover the construction costs and acknowledge completion of construction of T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 11 of 50 Improvements without any encroachment and in compliance with all applicable matters of public record and Governmental Requirements, with no additional exception objectionable to Lender. ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF BORROWER Borrower hereby represents'and warrants as of the date of each Advance as follows: 3.1 Financial Statements. The Financial Statements are true, correct, and complete as of the dates specified therein and fully and accurately present the financial condition of Borrower as of the dates specified. No material adverse change has occurred in the financial condition of Borrower since the dates of the Financial Statements. 3.2 Suits, Actions, Etc. There are no material actions, suits, or proceedings pending or to the knowledge of Borrower threatened in any court or before or by any Governmental Authority against or affecting Borrower or the Property herein described, or involving the validity, enforceability, or priority of any of the Loan Instruments, at law or in equity. The consummation of the transactions contemplated hereby, and the performance of any of the terms and conditions hereof and of the other Loan Instruments, will not result in a breach of, or constitute a default in, any mortgage, deed of trust, lease, promissory note, loan agreement, credit agreement, partnership agreement, or other agreement to which Borrower is a party or by which Borrower may be bound or affected. Borrower is not in default of any order of any court or any requirement of any Governmental Authority. 3.3 Valid and Binding Obligation. All of the Loan Instruments, and all other documents referred to herein to which Borrower is a party, upon execution and delivery will constitute valid and binding obligations of Borrower, enforceable in accordance with their terms except as limited by Debtor Relief Laws. 3.4 Title to the Property. Borrower holds full legal and equitable title to the Property herein described, subject only to title exceptions set forth in the Title Insurance. 3.5 Commencement of Construction. Prior to the recordation of the Deed of Trust covering the Property herein described, no work of any kind that would give rise to a lien having priority over the Deed of Trust (including the destruction or removal of any existing improvements, site work, clearing, grubbing, draining, or fencing of the Property herein described in such Deed of Trust), shall have commenced or shall have been performed on such Property, no equipment or material shall have been delivered to or upon such Property for any purpose whatsoever, and no contract (or memorandum or affidavit thereof) for the supplying of labor, materials, or services for the construction of the Improvements shall have been recorded in the mechanic's lien or other appropriate records in the county where such Property is located. 3.6 Disclosure. There is no fact that Borrower has not disclosed to Lender in writing that could materially adversely affect the property, business or financial condition of Borrower or the Property herein described. 3.7 Compliance with Environmental Requirements; No Hazardous Materials. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 12 of 50 To the best of Borrowers knowledge: (a) No Hazardous Materials are located on the Property herein described, released into the environment, or deposited, discharged, placed or disposed of at, on, under or near such Property. No portion of the Fropert, ,herein described is being used or, to the knowledge of Borrower, has been used at any previous time for the disposal, storage, treatment, processing or other handling of Hazardous Materials rior is the Property affected by any Hazardous Materials Contamination. (b) No Hazardous Materials are located in the vicinity of the Property herein described. No property adjoining the Property herein described is being used, or has ever been used at any previous time, for the disposal, storage, treatment,- processing or other handling of Hazardous Materials. No property adjoining the Property herein described is affected by Hazardous Materials Contamination. (c) No investigation, administrative order, consent order, agreement, litigation or settlement with respect to Hazardous Materials or Hazardous Materials Contamination is proposed, threatened, anticipated or in existence with respect to the Property herein described. The Property herein described and its existing and prior uses comply and at all times have complied with any applicable Governmental Requirements relating to environmental matters or Hazardous Materials. There is no condition on the Property herein described which is in violation of any applicable Governmental Requirements relating to Hazardous Materials, and Borrower has received no communication from or on behalf of any Governmental Authority that any such condition exists. The Property herein described is not currently on and, to Borrower's knowledge after diligent investigation and inquiry, has never been on any federal or state "Superfund" or "Superlien" list. (d) No asbestos or asbestos - containing materials have been installed, used, incorporated into, or disposed of on the Property herein described. (e) No polychlorinated biphenyls or materials containing polychlorinated biphenyls are located on or in the Property herein described, in the form of electrical transformers, fluorescent light fixtures with ballasts, cooling oils, or any other device or form. (f) No underground storage tanks are located on the Property or, to the best of Borrower's knowledge, were previously located on the Property herein described and subsequently removed or filled. (g) Except for studies, audits, and reports pertaining to the Property, if any, which have been made available to Lender, there have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are in the possession of Borrower or available to Borrower in relation to the Property herein described. (h) All representations and warranties contained in this Section 3.7 shall survive the consummation of the transactions contemplated in this Loan Agreement. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 13 of 50 3.8 System Compliance. To the best of Borrower's knowledge, after due inquiry, the storm and sanitary sewer system, water system, all mechanical systems of the Property herein described and other parts of the Improvements do (or when constructed will) comply with all applicable environmental, pollution control and ecological laws, ordinances, rules and regulations, and all Governmental Authorities having jurisdiction of the Property herein described have issued all necessary peMlits, licenses or other authorizations for the construction, occupancy, operation, and use of the Improvements (specifically including the named systems). 3.9 Utility Availability. Subject only to payment of fees to be paid from an Approved Budget, all utility and municipal services required for the construction, occupancy and operation of the Improvements, including, but not limited to, water supply, storm and sanitary sewer systems, gas, electric and_. telephone facilities, are available for use and tap -on at the boundaries of the Property herein described and will be available in sufficient amounts for the normal and intended use of the Improvements, and written permission has been or will be obtained from the applicable utility companies or municipalities to connect the Improvements into each of said services. 3.10 Interstate Land Sales Full Disclosure Act. Borrower's development of the Property herein described and the sale or lease of such Property by Borrower are exempt from the registration and reporting requirements of the Interstate Land Sales Full Disclosure Act, 15 U.S.C. § 1701, et seq., and the regulations promulgate thereunder. Any sale of the Property herein described by Borrower shall be in full compliance with the Interstate Land Sales Full Disclosure Act and the regulations promulgated thereunder. 3.11 Inducement to Lender. The representations and warranties contained in the Loan Instruments are made by. Borrower as an inducement to Lender to make a Loan and Borrower understands that Lender is relying on such representations and warranties and that such representations and warranties shall survive any (a) bankruptcy proceedings involving Borrower or the Property herein described, or (b) foreclosure of the Deed of Trust or (c) conveyance of title to such Property in lieu of foreclosure of the Deed of Trust. Acceptance of each Advance constitutes reaffirmation, as of the date of such acceptance, of the representations and warranties of Borrower in the Loan Instruments, on which Lender shall rely in making such Advance. 3.12 NPDES Permit. If applicable, Borrower has timely obtained a National Pollutant Discharge Elimination System Permit ( "NPDES Permit ") or has filed a Notice of Intent to be covered by an applicable NPDES Permit in connection with the Property herein described and has otherwise complied with all filing and other applicable requirements of the Water Quality Act of 1987 (33 U.S.C. § 1251 et semc .) (the "Water Quality Act ") and regulations promulgated thereunder. ARTICLE 4 - COVENANTS AND AGREEMENTS OF BORROWER Borrower hereby covenants and agrees as follows: 4.1 Compliance with Governmental Requirements. Borrower shall timely comply with all Governmental Requirements and deliver to Lender evidence thereof. Borrower assumes full responsibility for the compliance of the Plans and the Property with all Governmental Requirements and with sound building and engineering practices, and, notwithstanding any approvals by Lender, T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 14 of 50 Lender shall have no obligation or responsibility whatsoever for the Plans or any other matter incident to the Property or the construction of Improvements. Immediately upon Borrower's receipt of any notice from a Governmental Authority of noncompliance with any Governmental Requirements, Borrower shall provide Lender with written notice thereof. Any Rehabilitation of a foreclosed upon home or residential property under NSP shall be to the extent necessary to comply with applicable, laws, codes, and other requirements related to housing safety, quality, and habitability, in order to sell, rent, or redevelop such homes and properties. Rehabilitation may include improvements to increase the energy efficiency or conservation of such homes and properties or provide a renewable energy source or sources for such homes and properties. (Housing and Economic Recovery Act Section 2301 (d)(2) of 2008.) The eligibility of renewable energy equipment on existing structures shall be determined by the Beneficiary. Housing that is constructed or Rehabilitated with NSP funds must meet all applicable local codes, rehabilitation standards, ordinances, and zoning ordinances at the time of completion. In the absence of a local code for new construction or Rehabilitation, the housing must meet the most current International Building Code. In addition, all NSP funded housing must meet the Texas Minimum Construction Standards, as published in the Texas NSP Program Guidelines. NSP assisted new construction or Rehabilitation will comply with HUD Program lead -based paint requirements including lead screening in housing built before 1978 in accordance with 24 CFR Part 92.355. and 24 CFR Part 35, subparts A, B, J, K, M, and R. Multifamily. housing assisted with= NSP funds must meet the accessibility requirements at 24 CFR part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Section 794) and covered multifamily dwellings, as defined at 24 CFR 100.201, and the design and construction requirements at 24 CFR 100.205, which implement the Fair Housing Act (42 U.S.C. 3601 - 3619). Finally, NSP assisted housing must meet Energy Efficiency Standards in accordance with Section 2306.187 of the Texas Government Code. Section 2306.514 of the Texas Government Code must be applied when single family homes are to be constructed. 4.2 Construction of the Improvements. On or after the Commencement Date as herein defined, Borrower shall commence construction of the Improvements herein described and the construction of the Improvements shall be prosecuted with diligence and continuity, in a good and workmanlike manner, and in accordance with sound building and engineering practices, all applicable Governmental Requirements as described in Section 4.1 above and the Plans. 4.3 Correction of Defects. Borrower, at its cost, shall correct or cause to be corrected (a) any material defect in the Improvements, (b) any material departure in the construction of the Improvements from the Plans or Governmental Requirements, or (c) any encroachment by any part of the Improvements, or any structure located on the Property, on any easement, property line, or restricted area, or any encroachment by any such structure on any building line. 4.4 Storage of Materials. Borrower shall cause all materials supplied for, or intended to be utilized in, the construction of the Improvements, but not affixed to or incorporated into the Improvements or the Property, to be stored on the Property or at such other location as may be T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 15 of 50 approved by Lender in writing, with adequate safeguards, as required by Lender, to prevent loss, theft, damage, or commingling with other materials or projects. 4.5 Inspection of the Property. Borrower shall permit Lender, any Governmental Authority, and their agents and representatives to enter upon the Property and any location where materials intended to be utilized in the construction of the Improvements are stored, for the purpose of inspection of the Property and such materials at all reasonable times. 4.6 Notices by Governmental Authority, Casualty, Condemnation. Borrower shall timely comply with and promptly furnish to Lender true and complete copies of any notice or claim by any Governmental Authority pertaining to a Property. Borrower shall promptly notify Lender of any fire or other casualty or any notice of taking or eminent domain action or proceeding affecting a Property, or the threat of any such action or proceeding of which Borrower becomes aware. 4.7 Special Account. If requested by Lender, Borrower shall maintain a special account at a bank or savings and loan association selected by Borrower and reasonably satisfactory to Lender, into which all Advances (but no other funds), and excluding direct disbursements made by Lender pursuant to Section 4.9 hereof, shall be deposited by Borrower, and against which checks shall be drawn only for the payment of (a) costs of labor, materials, and services supplied for the construction of the Improvements specified in each Approved Budget and (b) other costs and expenses incident to the Loan and the construction of the Improvements specified in an Approved Budget. , 4.8 Application of Advances. Borrower shall disburse all Advances for payment of costs and expenses specified in an Approved Budget, and for no other purpose. 4.9 Direct Disbursement and Application by Lender. Lender shall have the right, but not the obligation, to disburse and directly apply the proceeds of any Advance to the satisfaction of any of Borrower's obligations hereunder or under any of the other Loan Instruments. Any Advance by Lender for such purpose, except Borrower's Deposit, shall be part of a Loan and shall be secured by the Loan Instruments. Borrower hereby authorizes Lender to hold, use, disburse, and apply a Loan and the Borrower's Deposit for payment of costs of construction of the Improvements, expenses incident to a Loan and the Property, and the payment or performance of any obligation of Borrower hereunder or under any of the other Loan Instruments. Borrower hereby assigns and pledges the proceeds of each Loan and the Borrower's Deposit to Lender for such purposes. Lender may advance and incur such expenses as Lender deems necessary for the completion of construction of the Improvements and to preserve a Property, and any other security for a Loan, and such expenses, even though in excess of the amount of a Loan, shall be secured by the Loan Instruments and payable to Lender. Lender may disburse any portion of any Advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section 4.9 irrespective of the provisions of Section 2.3 hereof, and the amount of Advances to which Borrower shall thereafter be entitled shall be correspondingly reduced. 4.10 Costs and Expenses. Borrower shall pay when due all costs and expenses required by this Loan Agreement, including, without limitation, (a) all taxes and assessments applicable to each Property, (b) all fees for filing or recording the Loan Instruments, (c) all fees and commissions T: \Idld \Loan Docs \NSP\Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 16 of 50 lawfully due to brokers, salesmen, and agents in connection with a Loan, or a Property, (d) all fees and expenses of counsel to Lender, (e) all title insurance and title examination charges, including premiums for the Title Insurance, (0 all survey costs and expenses, including cost of a Survey, (g) all premiums for Insurance Policies, and (h) all other costs and expenses payable to third parties incurred by Lender in connection with the consummation of the transactions contemplated by this Loan Agreement. 4.11 Additional Documents. Borrower shall execute and deliver to Lender, from time to time as requested by Lender, such other documents as shall reasonably be necessary to provide the rights and remedies to Lender granted or provided for by the Loan Instruments. 4.12 Inspection of Books and Records. Borrower shall permit Lender to examine and copy the books and records of Borrower pertaining to a Loan and a Property, and all contracts, statements, invoices, bills and claims for labor, materials, and services supplied for the construction of the Improvements. 4.13 No Liability of Lender. Lender shall have no liability, obligation, or responsibility whatsoever with respect to the construction of Improvements except to advance the Loan and the Borrower's Deposit pursuant to this Loan Agreement. Lender shall not be obligated to inspect a Property or the construction of Improvements, nor be liable or responsible for any defect in a Property or Improvements by reason of inspecting same, nor be liable for the performance or default of Borrower, the Inspecting Engineers, Architects, when applicable, General ,Contractor,, when applicable, Contractor, or any other party, or for any failure to construct, complete, protect or insure Improvements, or for the payment of costs of labor, materials, or services supplied for the construction of the Improvements, or for the performance of any obligation of Borrower whatsoever. Nothing, including without limitation any Advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied,. to any party by Lender. 4.14 No Conditional Sale Contracts. Without the prior written consent of Lender, no materials, equipment, or fixtures shall be supplied, purchased, or installed for the construction or operation of Improvements pursuant to security agreements, conditional sale contracts, lease agreements, or other arrangements or understandings whereby a security interest or title is retained by any party or the right is reserved or accrues to any party to remove or repossess any materials, equipment, or fixtures intended to be utilized in the construction or operation of the Improvements. 4.15 Defense of Actions. Lender may (but shall not be obligated to) commence, appear in, or defend any action or proceeding purporting to affect a Loan, a Property, or the respective rights and obligations of Lender and Borrower pursuant to this Loan Agreement. Lender may (but shall not be obligated to) pay all necessary expenses, including attorneys' fees and expenses incurred in connection with such proceedings or actions, which Borrower agrees to repay to Lender upon demand. 4.16 Prohibition on Assignment of Borrower's Interest. Borrower shall not assign or encumber any interest of Borrower hereunder without the prior written consent of Lender. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 17 of 50 4.17 Payment of Claims. Borrower shall promptly pay or cause to be paid when due all costs and expenses incurred in connection with each Property and the construction of Improvements thereon, and Borrower shall keep each Property free and clear of any lien, charge, or claim other than the encumbrances of the Deed of Trust covering such Property and other liens approved in writing by Lender. Notwithstanding anything to the contrary contained in this Loan Agreement, Borrower (a) may contest the validity or amount of any claim of any contractor, consultant, architect, or other person providing labor, materials, or services with respect to a Property, (b) may contest any tax or special assessments levied by any Governmental Authority, and (c) may contest the enforcement of or compliance with any Governmental Requirements, and such contest on the part of Borrower shall not be a default hereunder and shall not release Lender from its obligations to make Advances hereunder; provided, however, that during the pendency of any such contest Borrower shall furnish to Lender and Title Company an indemnity bond with corporate surety satisfactory to Lender and Title Company or other security acceptable to them in an amount equal to the amount being contested plus a reasonable additional sum to cover possible costs, interest, and penalties, and provided further that Borrower shall pay any amount adjudged by a court of competent jurisdiction to be due, with all costs, interest, and penalties thereon, before such judgment becomes a lien on such Property. 4.18 Restrictions and Annexation. Borrower shall not impose any restrictive covenants, easements or other encumbrances upon a Property, execute or file any subdivision plat affecting a Property, or consent to the annexation of a Property to any city without the prior written consent of Lender. 4.19 Tax Receipts. Subject to the provisions of Section 4.18 hereof, Borrower shall furnish Lender with receipts or tax statements marked "Paid" or, if required by Lender, copies of tax statements accompanied by copies of Borrower's checks issued in payment of such taxes to evidence the payment of all taxes levied on the Property on or before the date such taxes become delinquent. 4.20 Reporting by Borrower - NSP Subrecipient Activity Report. Until all NSP obligation requirements are met, the NSP Subrecipient Activity Report shall be submitted monthly. Thereafter, the NSP Subrecipient Activity Report shall be submitted quarterly. The Beneficiary shall determine whether all NSP obligation requirements have been met and may amend this rule from time to time or as needed. 4.21 Notice of Litigation, Claims, and Financial Change. Borrower shall promptly inform Lender of (a) any litigation against Borrower or affecting a Property, which, if determined adversely, might have a material adverse effect upon the financial condition of Borrower or upon such Property, or might cause an Event of Default, (b) any claim or controversy which might become the subject of such litigation, and (c) any material adverse change in the financial condition of Borrower. 4.22 Hold Harmless. Borrower shall defend, at its own cost and expense, and hold Lender harmless from, any proceeding or claim in any way relating to a Property or Loan Instruments executed in connection with a Loan. All costs and expenses incurred by Lender in protecting its interests hereunder, including all court costs and attorneys' fees and expenses, shall be T: \Idld\Loan Docs\NSP\Interim Construction Loans \1263 City of Huntsville\Interim Construction Loan Agreement v3_cn.doc Page 18 of 50 borne by Borrower. The provisions of this Section shall survive the payment in full of each Loan and all other indebtedness secured by each Deed of Trust and the release of such Deed of Trust as to events occurring and causes of action arising before such payment and release. 4.23 Hazardous Materials; Indemnification.. `y. (a) Borrower agrees (i) that Borrower shall not receive, store, dispose or release any Hazardous Materials on or to a Property or transport any Hazardous Materials, to or from a Property or permit the existence of any Hazardous Materials Contamination; (ii) to give written notice to Lender immediately upon Borrower's acquiring knowledge of the presence of any Hazardous Materials on a Property or of the transport of any Hazardous Materials to or from a Property or the existence of any Hazardous Materials Contamination, with a full description thereof; . (iii); to promptly, at Borrower's sole cost and expense, comply with any Governmental Requirements requiring the removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide Lender with satisfactory evidence of such compliance; (iv) to provide Lender, within thirty (30) days after demand by Lender, with a bond, letter of credit or similar financial assurance evidencing to Lender's satisfaction that the necessary funds are available to pay the cost of removing, treating and disposing of such Hazardous Materials or Hazardous Materials Contamination and discharging any assessments which may be established on a Property as a result thereof; and (v) to insure that all leases, licenses, and agreements of any kind now or hereafter executed which permit any party to occupy, possess or use in any way a Property or any part thereof, whether written or oral, include an express prohibition on the disposal or discharge, of any Hazardous Materials at or affecting a Property, and a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. (b) • Borrower shall not cause or suffer any liens to be recorded against a Property as a consequence of, or in any way related to, the presence, remediation or disposal of Hazardous Materials in or about such Property, including any state, federal or local so- called "Superfund" lien relating to such matters. (c) Borrower shall at all times retain any and all liabilities arising from the presence, handling, treatment, storage, transportation, removal or disposal of Hazardous Materials on a Property. Regardless of whether any Event of Default shall have occurred and be continuing or any remedies in respect of a Property are exercised by Lender, Borrower shall to the extent authorized by law and subject to funds legally available for the purpose defend, indemnify and hold harmless Lender and any trustee named in the Deed of Trust covering such Property (and any successor to such trustee) from and against any and all liabilities (including strict liability), suits, actions, claims, demands, penalties, damages (including, without limitation, lost profits, consequential damages, interest, penalties, fines and monetary sanctions), losses, costs and expenses (including, without limitation, attorneys' fees and expenses, and remedial costs) (the foregoing are hereinafter collectively referred to as "Liabilities ") which may now or in the future (whether before or after the culmination of the transactions contemplated by this Loan Agreement) be incurred or suffered by Lender or the trustee named in the Deed of Trust (or any successor to such trustee) by reason of, resulting from, in connection with or arising in any manner whatsoever out of the breach of any warranty or covenant or the inaccuracy of any representation of Borrower contained or referred to in this Section or Section 3.7 of this Loan Agreement and the Deed of Trust or which may be asserted T: \ldld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 19 of 50 as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission, or release from a Property of any Hazardous Materials or any Hazardous Materials Contamination or arise out of or result from the environmental condition of the Property or the applicability of any Governmental Requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident of event caused by Borrower. Such Liabilities shall include, without limitation: (i) injury or death to any person; (ii) d'alnage to or loss of the use of any property; (iii) the cost of any demolition and rebuilding of any improvements now or hereafter situated on the Property or adjacent property, and the cost of repair or remediation of any such improvements; (iv) any lawsuit brought, good faith settlement reached, or governmental order relating to the presence, disposal, release or threatened release of any Hazardous Materials on, from or under the Property; (v) the imposition of any lien on the Property arising from the activity of Borrower or Borrower's predecessors in interest on the Property or from the.. existence of Hazardous Materials or Hazardous Materials Contamination upon the Property; and (vi) the cost of any activity required by an Governmental Authority. (d) The covenants and agreements contained in this Section shall survive the consummation of the transactions contemplated by this Loan Agreement. 4.24 Notice to Proceed. Borrower must receive a Notice to Proceed from Lender prior to the start of any construction activities and/or prior to disbursements of funding for Eligible Costs. Texas Neighborhood Stabilization Program ( "NSP ") developments with eight (8) or more units are required to meet Davis Bacon Prevailing Wage Regulations and submit required documents prior to the issuance of the Notice to Proceed. At a minimum, a Labor Standard Officer (TDHCA Form 6.02) must be submitted to Lender to receive authorization for acquisition disbursement. If construction of Improvements will begin within ten (10) days from the date hereof, Borrower must have complied with the Lender's established Notice to Proceed policy and procedures prior to the execution of this Agreement. 4.25 Lead -Based Paint. Borrower shall ensure that the Lot(s) and Improvements meet the lead -based paint requirements set forth in 24 CFR Part 35 Subparts A, B, J, K, M, and R, as applicable. 4.26 Accessibility. Borrower shall ensure that the Improvements meet the accessibility requirements applicable to the Lot(s) and Improvements set forth in 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 USC Section 794), and the design and construction requirements set forth in 24 CFR Section 100.205, which implements the Fair Housing Act (42 USC Sections 3601- 3619). 4.27 Federal Drug Free Workplace Act. Borrower shall comply with the Federal Drug Free Workplace Act of 1988 and the regulations promulgated thereunder including, without limitation, 54 CFR Part 4956. 4.28 Non - procurement, Debarment and Suspension. Borrower shall comply with non - procurement, debarment and suspension standards set forth in 2 CFR Part 180, Subpart C, as required by 2 CFR Part 2424 and shall not employ, award a contract to, or fund any person that has been debarred, suspended, proposed for debarment or placed on ineligibility status by HUD T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 20 of 50 or the Department. Borrower shall post any notice of procurement and job opportunities related to this Agreement on the Department's website on the workintexas.com website. 4.29 National Flood Protection Act. The Lot(s) and Improvements will be constructed in compliance with elevation requirements that meet or exceed thosq, in the QAP, the National Flood Protection Act, HUD 24 CFR Part 55, and any local requirements 4.30 Byrd Amendment: Prohibition for Influencing Federal Entities. To the best of Borrower's knowledge, Borrower has complied with all restrictions, certifications and disclosure requirements contained in the Byrd amendment to the fiscal 1990 appropriations measures for the United States Department of the Interior (P.L. 101 -121) and any guidelines and rules issued by any federal entity in connection therewith, if applicable. ARTICLE 5 - RIGHTS AND REMEDIES OF LENDER 5.1 Rights of Lender. Upon the occurrence of an Event of Default, Lender shall have the right, in addition to any other right or remedy of Lender, but not the obligation, in its own name or in the name of Borrower, to enter into possession of each Property; to perform all work necessary to complete the construction of Improvements substantially in accordance with the Plans and Governmental Requirements; and to employ watchmen and other safeguards to protect such Property. To the extent authorized by law, Borrower hereby appoints Lender as the attorney -in -fact of Borrower, with full power of substitution, and in the name of Borrowe>;, if Lender elects to do so, upon the occurrence of an Event of Default, to (a) use such sums _as are necessary, including any proceeds of the Loan and the Borrower's Deposit, make such changes or corrections in the Plans, and employ such architects, engineers, and contractors as may be required for the purpose of completing the construction of the Improvements substantially in accordance with the Plans and Governmental Requirements, (b) execute all applications and certificates on Borrower's behalf which may be required for completion of construction of the Improvements, (c) do every act with respect to the construction of the Improvements which Borrower may do, and (d) prosecute or defend any action or proceeding incident to the Property. The power of attorney granted hereby is a power coupled with an interest and irrevocable. Lender shall have no obligation to undertake any of the foregoing actions, and, if Lender should do so, it shall have no liability to Borrower for the sufficiency or adequacy of any such actions taken by Lender. 5.2 Cessation of Advances. Upon the occurrence of an Event of Default, the obligation of Lender to disburse the Loan and the Borrower's Deposit and all other obligations of Lender hereunder shall, at Lender's option, immediately terminate, unless and until reinstated by Lender in writing. 5.3 Acceleration. Upon the occurrence of an Event of Default, Lender may, at its option, declare the Loan immediately due and payable without notice of any kind (unless notice is required by applicable law). 5.4 Funds of Lender. Any funds of Lender used for any purpose referred to in this Article 5 shall constitute Advances secured by the Loan Instruments and shall bear interest at the T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 21 of 50 rate specified in the Note executed in connection with the Loan for which funds are used to be applicable after default thereunder. 5.5 No Waiver or Exhaustion. No waiver by Lender of any of its rights or remedies hereunder, in the other Loan Instruments, or otherwise, shall, be considered a waiver of any:othe{r -or. subsequent right or remedy of Lender; no delay or cl?nissiori in the exercise or erffbrcement Pby Lender of any rights or remedies shall ever be construed as a waiver of any right or remedy of Lender; and no exercise or enforcement of any such rights or remedies shall ever be held to exhaust any right or remedy of Lender. 5.6 Role of Lender. Any term or condition hereof, or of any of the Loan Instruments to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Loan Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower, and any term or condition hereof, or of any of the Loan Instruments, permitting Lender to disburse funds, whether from the proceeds of the Loan, the Borrower's Deposit, or otherwise, or to take or refrain from taking any action with respect to the Borrower, the Property or any other collateral for repayment of the Loan, shall deem to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower, and to maintain and preserve the security given by Borrower to Lender for each Loan and may not be relied upon by any other person. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Loan Agreement hereby expressly disclaims any liability or responsibility for the payment or performance, of any indebtedness or obligation:of Borrower, and no term or condition hereof, or of-any of the Loan Instruments, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition hereof, or of any of the Loan Documents, shall be construed so as to deem the relationship between Borrower and Lender to be other than that of Borrower and Lender, and Borrower shall at all times represent that the relationship between Borrower and Lender is solely that of Borrower and Lender. Borrower hereby indemnifies and agrees to hold Lender harmless from and against any cost, expense or liability incurred or suffered by Lender as a result of any assertion or claim of any obligation or responsibility of Lender for the management, operation and conduct of the business and affairs of Borrower or as a result of any assertion or claim of any liability or responsibility of Lender for the payment or performance of any indebtedness or obligation of Borrower. ARTICLE 6 - GENERAL TERMS AND CONDITIONS 6.1 Notices. All notices, demands, requests, approvals and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given when deposited in a regularly maintained mail receptacle of the United States Postal Service, postage prepaid, certified, return receipt requested, addressed to Borrower or Lender, as the case may be, at the respective addresses set forth on the first page of this Loan Agreement, or such other address as Borrower or Lender may from time to time designate by written notice to the other as herein required. Notice given in any other manner shall be deemed effective only if and when received by the party notified. T: \ldld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 22 of 50 6.2 Entire Agreement and Modifications. The Loan Instruments constitute the entire understanding and agreement between the undersigned with respect to the transactions arising in connection with each Loan and supersede all prior written or oral understandings and agreements between the undersigned in connection therewith. No provision of this Loan Agreement or the other Loan Instruments may be modified, waived, or terminated except by instrument in writing executed by the party against-whom a modification,. waiver, or termination is fought to be',enforced. 6.3 Severability. In case any of the provisions of this Loan Agreement shall for any reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Loan Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 6.4 Election of Remedies. Lender shall have all of the rights and remedies granted in the Loan Instruments and available at law or in equity, and these same rights and remedies shall be cumulative and may be pursued separately, successively, or concurrently against Borrower or the Property or any part thereof, at the sole discretion of Lender. The exercise or failure to exercise any of the same shall not constitute a waiver or release thereof or of any other right or remedy, and the same shall be nonexclusive. 6.5 Form and Substance. All documents, certificates, insurance policies, and other items required under this Loan Agreement to be executed and/or delivered to Lender shall be in form and substance satisfactory to Lender. 6.6 Limitation on Interest. All agreements between Borrower and Lender, whether now existing or hereafter arising and whether written.or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the maturity of the Loan , or otherwise, shall the amount paid, or agreed to be paid- to - Lender for the use, forbearance, or detention of the money to be loaned hereunder or otherwise or for the payment or performance of any covenant or obligation contained herein or in any Note, Deed of Trust or in any other Loan Instruments, exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever, fulfillment of any provision hereof or of any such Note, Deed of Trust or other Loan Instruments, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any circumstance the Lender shall ever receive as interest or otherwise an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal amount owing on account of the Loan or on account of any other principal indebtedness of the Borrower to the Lender, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof and such other indebtedness, such excess shall be refunded to the Borrower. All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of the indebtedness of the Borrower to the Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof. The term "applicable law" as used herein means (1) the law pertaining to maximum rates of interest that is now in effect and (2) any law that comes into effect at any time in the future allowing a higher maximum interest rate than the law now in effect. The terms and T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 23 of 50 provisions of this Section will control and supersede every other provision of all agreements between Borrower and Lender. 6.7 No Third Party Beneficiary. This Loan Agreement is for the sole benefit of Lender and Borrower and is not for the benefit of any third party. 6.8 Borrower in Control. In no event shall Lender's rights and interests under the Loan Instruments be construed to give Lender the right to, or be deemed to indicate that Lender is in control of the business, management or property of Borrower or has power over the daily management functions and operating decisions made by Borrower. 6.9 Number and Gender. Whenever used herein, the singular number shall include the plural and the plural the singular, and the use of any gender shall be applicable to all genders. The duties, covenants, obligations, and warranties of Borrower in this Loan Agreement shall be joint and several obligations of Borrower and of each Borrower if more than one. 6.10 Captions. The captions, headings, and arrangements used in this Loan Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof. 6.11 Applicable Law. This loan agreement and the loan instruments shall be govemed by and construed in accordance with the laws of the State of Texas and the laws of the United States applicable to transactions within such state. 6.12 INDEMNITY. TO THE EXTENT AUTHORIZED BY LAW, AND SUBJECT TO FUNDS LEGALLY AVAILABLE FOR THAT PURPOSE, BORROWER HEREBY EXPRESSLY ACKNOWLEDGES AND RECOGNIZES ITS RESPONSIBILITY FOR AND AGREES TO INDEMNIFY AND HOLD LENDER AND ITS SUCCESSORS AND ASSIGNS ABSOLUTELY HARMLESS FROM AND AGAINST ALL COSTS, EXPENSES, LIABILITIES, LOSS, DAMAGE OR OBLIGATIONS INCURRED BY OR IMPOSED UPON LENDER OR ITS SUCCESSORS AND ASSIGNS IN CONNECTION WITH THE ASSERTION OF (A) ANY CLAIM FOR BROKERAGE, AGENCY OR FINDER'S FEES FOR COMMISSIONS IN CONNECTION WITH THE LOAN; OR (B) ANY CLAIM FOR ATTORNEYS', APPRAISAL, TITLE INSURANCE, INSPECTION OR OTHER FEES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE NEGOTIATION, CLOSING, ADMINISTRATION, COLLECTION OR REFINANCING OF THE LOAN, WHICH ARISE BY, THROUGH OR ON BEHALF OF THE BORROWER OR ANY AGENT OR REPRESENTATIVE OF BORROWER. WITHOUT INTENDING TO LIMIT THE REMEDIES AVAILABLE TO LENDER WITH RESPECT TO THE ENFORCEMENT OF ITS INDEMNIFICATION RIGHTS AS STATED HEREIN OR AS STATED IN ANY LOAN INSTRUMENT, IN THE EVENT ANY CLAIM OR DEMAND IS MADE OR ANY OTHER FACT COMES TO THE ATTENTION OF LENDER IN CONNECTION WITH, RELATING OR PERTAINING TO, OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHICH LENDER REASONABLY BELIEVES MIGHT INVOLVE OR LEAD TO SOME LIABILITY OF LENDER, BORROWER SHALL, IMMEDIATELY UPON RECEIPT OF WRITTEN NOTIFICATION OF ANY SUCH CLAIM OR DEMAND, ASSUME IN FULL THE T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 24 of 50 PERSONAL RESPONSIBILITY FOR AND THE DEFENSE OF ANY SUCH CLAIM OR DEMAND AND PAY IN CONNECTION THEREWITH ANY LOSS, DAMAGE, DEFICIENCY, LIABILITY OR OBLIGATION. IN THE 'EVENT OF COURT ACTION IN CONNECTION WITH ANY SUCH CLAIM OR DEMAND, THE BORROWER SHALL ASSUME IN FULL THE RESPONSIBILITY FOR THE _DEFENSE OF ANY SUCH ACTION AND SHALL IMMEDIATELY SATISFY AND DISCHARGE' ANY FINAL DECREE OR JUDGMENT RENDERED THEREIN. THE LENDER SHALL HAVE THE RIGHT TO JOIN THE BORROWER AS A PARTY DEFENDANT IN ANY LEGAL ACTION BROUGHT AGAINST IT, AND THE BORROWER HEREBY CONSENTS TO THE ENTRY OF AN ORDER MAKING IT A PARTY DEFENDANT TO ANY SUCH ACTION. 6.13 Survival of Covenants. The covenants hereof shall survive the execution and delivery of the Loan Instruments. It is agreed that the terms hereof and the terms of the Loan Instruments shall be cumulative and all such terms shall be construed in a manner that the same are not inconsistent; provided, however, if a conflict arises, the terms of this Loan Agreement shall control. 6.14 Assignment. Borrower may assign this Contract only upon written consent of Lender. ARTICLE 7 - SPECIAL PROVISIONS 7.1 Continuing. Liability. Borrower agrees to develop, construct and complete all of the Improvements pursuant to the Plans and to the satisfaction of all - Governmental Authorities. If Borrower does not complete the Improvements or if the construction thereof is not satisfactory to Governmental Authorities having jurisdiction thereon, Lender shall have the option to complete the Improvements to the satisfaction of the Governmental Authorities. If Lender elects to construct and complete the Improvements or take such other action as may be necessary to obtain the approval of the Governmental Authorities for the construction of the Improvements, Borrower promises to pay to Lender, in addition to any other amounts which may be owing under any of the Loan Instruments, all sums expended by Lender to complete the Improvements to the satisfaction of the Governmental Authorities, and such amounts owing to Lender shall be payable on demand and shall bear interest at the rates provided in the Note secured by the Property on which such Improvements have been completed by Lender. 7.2 Sales to NSP Eligible Household Requirement. It is the intent of Lender and Borrower that 100% of the funds made available under NSP are to be used to meet the low and moderate income requirement established in the (Housing and Economic Recovery Act Section 2301 (f)(3)(A) (i) and (ii) of 2008.) The low and moderate income requirement includes individuals and families whose incomes do not exceed 120% of area median income as defined therein. Such individuals and families will be considered an Eligible Household, as determined by Lender as stated herein and in accordance with any other corresponding provision of federal law or provisions of succeeding laws as may be amended from time to time. The determination of whether a purchaser is an Eligible Household shall be made Lender, in its sole absolute discretion. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 25 of 50 7.3 Counterparts. This Loan Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart. 7.4 . NSP Contract: Each term andlprovisionlof this Construction Loan Agreement is expressly subject to the terms and condition of the Neighborhood Stabilization Program Contract Number 77099999126, executed between Office of Rural Affairs established within the Department of Agriculture and Borrower herein, dated to be effective September 1, 2009, in the original principal sum of $1,050,000.00, as transferred and assigned to Lender by Assignment of Contract on August 30, 2011, and as may be amended from time to time upon written request and express approval under the Neighborhood Stabilization Program, ( "NSP Contract "). The NSP Contract is incorporated herein by reference. The lot or lots securing this loan must be improved with a single family dwelling completed in good and workmanlike manner and sold to an Eligible Household who will maintain the affordability period for rental or homeownership in accordance with the NSP. The terms of the NSP Contract shall govern over any conflicting provision hereof. THIS WRITTEN CONSTRUCTION LOAN AGREEMENT, AND ANY OTHER WRITTEN AGREEMENTS SIGNED CONTEMPORANEOUSLY WITH THE SIGNING HEREOF REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEQUS OR SUBSEQUENT ORAL AGREEMENTS OF TIE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. EXECUTED AND DELIVERED as of the date first recited. LENDER: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of t • . tate o exas By: Name: Its: duly aut orized officer or representative T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 26 of 50 BORROWER: CITY OF HUNTSVILLE, a political subdivision • of the State of Texas By: Name: ib•e -* Its: T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 27 of 50 EXHIBITS A- LEGAL DESCRIPTION A -1 - CONDITIONS TO FIRST ADVANCE B - APPLICATION FOR ADVANCE FOR REHABILITATION ( "APPLICATION FOR ADVANCE ") C - APPLICATION AND CERTIFICATE FOR PAYMENT D - . AFFIDAVIT OF COMPLETION E - WAIVER AND SUBORDINATION OF MECHANIC'S LIEN CLAIMS F - RESOLUTION CERTIFICATE T: \Idld\Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville\Interim Construction Loan Agreement v3_cn.doc Page 28 of 50 EXHIBIT A LEGAL DESCRIPTION Being a 0.179 of an acre (7;812- square feet) tract of land located in the Pleasant Gray League, Abstract 24, Walker County, Texas and being all of Lot 1 of the Oakwood View Subdivision, as recorded in Volume 4, Page 25 of the Map Records of Walker County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a '/2-inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10th Street and the easterly right - of -way line of Avenue H (based on a width of 75 feet); THENCE, North 01 °59 °57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a '/cinch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a '/2-inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tragt of laxid. conveyed to Omesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52, Page 611 of the Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a '/2-inch iron rod with aluminum cap found in the northerly right -of- way line of 10th Street, being the southeast corner of said Lot 1 and the southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of -way line of 10th Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. T: \ldld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 29 of 50 EXHIBIT A -1 CONDITIONS TO FIRST ADVANCE (x) 1. -The original, executed Note (x) 2. Certified copy of the executed Deed of Trust (x) 3. Approved Budget (x) 4. The Title Insurance Policy (x) 5. The Plans and Final draft of Construction Contracts (x) 6. The Survey (x) 7. Financing Statements (Form UCC -1) with respect to the security interest granted in the Loan Instruments, together with evidence of the priority of the respective security interests perfected thereby (x) 8. Intentionally omitted (x) 9. Building permit and all other permits required by the Governmental Requirements with respect to the construction and development of the Property, if applicable (x) 10. Evidence that all applicable zoning ordinances or restrictive covenants affecting the Property permit the use for which the Property is intended and have been or will be complied with (x) 11. Evidence of the Property's compliance with the requirements of all applicable "environmental protection" laws, rules, and regulations, whether federal, state, or municipal (x) 12. Evidence that all of the streets providing access to the Property either have been dedicated to public use or established by private easement, duly recorded in the records of the County in which the Property is located, and have been fully installed and accepted by Governmental Authority, that all costs and expenses of the installation and acceptance thereof have been paid in full, and that there are no restrictions on the use and employment of such streets that adversely affect, limit, or impair Borrower's ability to develop and construct the Property or operate the Property for the purposes and in the manner represented to Lender (x) 13. Evidence of the availability of all utilities to the Property, including specifically, but without limitation, gas, electricity, sewer, and water services (x) 14. Evidence that all necessary action on the part of Borrower has been taken with respect to the execution and delivery of this Loan Agreement and the consummation of the transaction contemplated hereby, so that this Loan Agreement and all Loan Instruments to be T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 30 of 50 executed and delivered by or on behalf of Borrower will be valid and binding upon Borrower or the person or entity executing and delivering such document; specifically the Loan Instruments have been duly authorized, executed and recorded or filed in accordance with applicable Governmental Requirements and original counterparts thereof delivered to Lender, all before the commencement of construction of the Improvements, the placing of any materials or supplies on the Lots(s), the execution or recording of any. Construction Contracts (written or oral) for any of the same or the performance of any other act which could rise to a lien claim equal or superior to the liens and security interests created by the Loan Instruments. (x) 15. The Insurance Policies or Certificates of such Insurance Policies (x) 16. Application for Advance (x) 17. Application and Certificate for Payment (x) 18. Certified resolutions of the board of directors of Borrower authorizing such corporation to execute the Loan Instruments and perform its obligations thereunder (x) 19. Tax or assessment certificates or other similar evidence of payment from all appropriate bodies or entities which have taxing or assessing authority over any of the Property, stating that all taxes and assessments are current T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 31 of 50 EXHIBIT B APPLICATION FOR ADVANCE FOR REHABILITATION Date: 'Department: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS ( "TDHCA "), a public and official agency of the State of Texas Draw Request No.: Requested Advance: $ (less retainage) $ Amount to be Funded: $ BORROWER: CITY OF HUNTSVILLE, a political subdivision of the State of Texas PROJECT: Acquisition and rehabilitation of one (1) single family dwelling on property located in Huntsville, Walker County, Texas more specifically described as: BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto and made a part hereof, with a property address of: 921 Avenue H, Huntsville, Walker County, Texas 77320. 1. This application and the items accompanying this application (which are incorporated herein for all purposes) are delivered pursuant to the Loan Agreement dated , 2012 between TDHCA and Borrower (the "Loan Agreement "), each of the defined terms in the Loan Agreement has the same meaning when used herein or in the attachments unless indicated otherwise. Borrower hereby certifies to TDHCA that this application is true and correct in all respects and that this application and every item incorporated herein are genuine; and Borrower agrees that TDHCA may rely upon same in making the requested advances. 2. Borrower hereby requests to draw the principal amount of and 00 /100 Dollars ($ ) (the "Requested Advance ") less 10% required in the amount of $ ( "Retainage "), for the total of and _ /100 Dollars ($ )( "Amount to be Funded ") from TDHCA during the normal business hours, which when drawn will cause the balance remaining to be drawn on the Loan to and 00 /100 Dollars ($ ), an amount which does not exceed the committed sum. There is no minimum dollar amount per draw. T: \Idld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 32 of 50 3. On the date hereof, and at the time the Amount to be Funded is to be made, (a) the representations and warranties made in the Loan Agreement and/or certificates delivered pursuant thereto are and will be true and correct in all material respects, (b) no Default or Event of Default has or will have occurred and is or will be continuing, and (c) Borrower has performed all acts required in the Loan Instruments to have been previously performed by Borrower. 4. All proceeds of all previous Advances have been, and the proceeds of the Amount to be Funded will be spent only for Approved Costs and only for the purposes specified in all Applications for Advance, and accompanying items, heretofore or herewith to TDHCA. 5. The sum of (a) the balance of the sums to be advanced by TDHCA under the Loan Agreement plus, (b) all other funds of Borrower available therefore and set aside in a manner which TDHCA has indicated is satisfactory to it, will enable Borrower to complete the construction of the Project in substantial accordance with the Plans. 6. All obligations for labor, materials, and other costs heretofore incurred by or on behalf of Borrower in connection with the construction of the Project and included (a) in any previous Advance have been paid, and (b) in the Requested Advance will be promptly paid upon disbursement of the Amount to be Funded under said Requested Advance. Absolute ownership of all materials, equipment, fixtures and other property heretofore incorporated in the construction of the Project or otherwise installed therein or on the Real Property and paid for by Borrower with the process of a previous Advance or otherwise is vested in Borrower, free and clear of all lights therein of others except TDHCA or other persons holding rights under any Permitted Encumbrance. Neither Borrower, nor any agent of Borrower, has been served with any notice, written or oral, that a lien will be claimed for any amount unpaid for materials delivered, labor performed, or services provided in connection with the construction of all or any portion of the Project, other than those bonded against pursuant to the Loan Agreement, a complete description of which, if any, is set forth on a schedule annexed hereto; and, to the best of the undersigned's knowledge, no basis exists or the filing or any other mechanic's liens with respect to all or any part of the Real Property for the Project. BORROWER: CITY OF HUNTSVILLE, a political subdivision of the State of Texas By: Name: Bill Baine Title: City Manager T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 33 of 50 EXHIBIT A LEGAL DESCRIPTION Being a 0.179 of an acre (7,812 square feet) tract of land located in the Pleasant Gray League," - Abstract 24, Walker County, Texas and being all of Lot 1 of the Oakwood View Subdivision, as recorded in Volume 4, Page 25 of the Map Records of Walker County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a '/2-inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10th Street and the easterly right - of -way line of Avenue H (based on a width of 75 feet); THENCE, North 01°59°57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a '/2-inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a'' /2 -inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tract of land conveyed to Omesa Mills. Walker (currently_ owned.by Patricia Robinson), and described in Volume 52, Page 611 of the Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a '/2-inch iron rod with aluminum cap found in the northerly right -of -. way line of 10th Street, being the southeast corner of said Lot 1 and the southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of -way line of 10th Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 34 of 50 EXHIBIT C APPLICATION AND CERTIFICATE FOR PAYMENT Draw No. Borrower: CITY OF HUNTSVILLE, a political subdivision of the State of Texas Address: 1212 Avenue M, Huntsville, Walker County, Texas 77340 Project: Acquisition and construction of one (1) single family dwelling in the City of Huntsville, Walker County, Texas, BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto and made a part hereof, with a property address of: 921 Avenue H, Huntsville, Walker County, Texas 77320. BORROWER'S APPLICATION FOR PAYMENT A. Original Construction Loan Amount (Original Note amount minus Acquisition costs) $9,820.00 B. Total Amount Drawn to Date $ C. Total Retainage Held to Date $ D. Current Balance Funded (A -B) $ E. Amount of Current Request $ F. Less Required Retainage $ G. Amount to be Funded This Draw (E -F) $ H. Remaining Balance [A- (B +G)] $ The undersigned Borrower certifies that to the best of the Borrower's knowledge, information and belief, the work covered in this application for payment has been, or will be, completed in accordance with the Loan Approval, Security Documents and the Loan Agreement; that all amounts to have been, or will be, paid by the Borrower for work for which previous certificates for payment were issued and payments received from the Owner; that current payments received from the Department will be utilized in accordance with the Loan Approval and Loan Agreement, Security Documents and the Construction Loan Agreement; and that the current draw is now due. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 35 of 50 BORROWER: CITY OF HUNTSVILLE, a political subdivision of the State of Texas By: Name: Bill Baine Title: City Manager Date: ACKNOWLEDGEMENT OF RECEIPT TEXAS DEPARTMENT OF-HOUSING • AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas By: Name: Its: Date: T: \ldld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 36 of 50 EXHIBIT A LEGAL DESCRIPTION Being a 0.179 of an acre (7,812 square feet) tract of land located in the-Pleasant Gray League, Abstract 24, Walker County, Texas and being all of Lot 1 of the Oakwood View Subdivision, as recorded in Volume 4, Page 25 of the Map Records of Walker County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2-inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10th Street and the easterly right - of -way line of Avenue H (based on a width of 75 feet); THENCE, North 01 °59 °57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a 1/2-inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a 1/2-inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tract of land conveyed to Omesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52, Page 611 of the Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a '/2-inch iron rod with aluminum cap found in the northerly right -of- way line of 10th Street, being the southeast corner of said Lot 1 and the southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of -way line of 10th Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 37 of 50 EXHIBIT E WAIVER AND SUBORDINATION OF MECHANIC'S LIEN CLAIMS Property Code § 53.085 THE STA`tTE OF TEXAS COUNTY OF WALKER The undersigned (hereinafter referred to as "Affiant ") is an original contractor or subcontractor who has furnished labor or material in the construction of the improvements (the "Work ") upon real property owned by CITY OF HUNTSVILLE, a political subdivision of the State of Texas (whether one or more, "Owner ") being lot[s] described in BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto and made a part hereof, with a property address of: 921 Avenue H, Huntsville, Walker County, Texas 77320. The total charges, excepting any retainage,not yet due and payable, for and in connection with labor performed and material furnished by Affiant through August 1, 2012 (the "Completion Date ") have been paid in full to Affiant. Affiant acknowledges complete satisfaction of, and forever WAIVES AND RELEASES, all claims of every kind against Owner or the property referred to above, including but not limited to all liens and claims of liens, which Affiant may have as a result of or in connection with the performance or furnishing of such labor or material. The Work under the original contract between the Owner and the original contractor has been completed within the meaning of Section §53.106 of the Texas Property Code, as of the Completion Date. Affiant has further represented and warranted and does hereby represent and warrant that all persons or entities who have furnished labor or material to Affiant in connection with the Work performed through the Completion Date have been paid all amounts to which they have become entitled, excepting agreed retainage not yet due and payable and excepting only the amounts owed for the following specified bills to the persons identified below. Name of Payee Address Telephone No. Amount Owed 1. 2. 3. 4. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 44 of 50 Affiant hereby agrees unconditionally to INDEMNIFY Owner and hold Owner harmless against all liability, loss, cost or expense (including but not limited to attorneys fees) now or hereafter incurred, paid or suffered by or asserted against Owner or any of Owner's property because of any claim or action by Affiant, or by any person or entity claiming by, through or under Affi'aht, with respect to the claims, liens and rights herein waived and released or arising out of any breach or untruth of any representation herein made. In consideration of its funding of loan proceeds to be used to pay for labor and material furnished by Affiant, Affiant hereby agrees and acknowledges for the benefit of the Texas Department of Housing and Community Affairs ( "Department ") that all mechanic's liens or rights to the same now or hereafter owned.or held by Affiant are and shall be subordinate and inferior to the lien of the deed of trust held by Department on the Property. Affiant makes these representations with knowledge and awareness of Section 53.026 of the Texas Property Code, pertaining to sham contracts, false statements, and interdependent contractual relationships in construction projects. The person signing this document represents that he or she is duly authorized to do so on behalf of Affiant, original contractor or subcontractor. All of the provisions, of, this document shall bind the Affiant original contractor, or, subcontractor and Affiant's heirs, legal representatives, successors and assigns and shall inure to the benefit of Owner and Owner's heirs, legal representatives, successors, assigns and sureties. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 45 of 50 EXECUTED on this day of , 2012. AFFIANT: a Texas By: Name: Title: THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this day of , 20_, by of , a Texas , on behalf of said (Seal) Notary Public, State of Texas T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 46 of 50 EXHIBIT A LEGAL DESCRIPTION Being a 0.179`of an acre (7,812 square feet) tract of land located in the Pleasant Gray League, Abstract 24, Walker County, Texas and being all of Lot 1 of the Oakwood View Subdivision, as recorded in Volume 4, Page 25 of the Map Records of Walker County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a' /cinch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10th Street and the easterly right- of-way line of Avenue H (based on a width of 75 feet); THENCE, North 01°59°57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a 1/2-inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a'' /2 -inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tract of land conveyed to Qmesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52, Page 611 of the Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a '/2-inch iron rod with aluminum cap found in the northerly right -of- way line of 10th Street, being the southeast corner of said Lot 1 and the southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of -way line of 10th Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 47 of 50 EXHIBIT F RESOLUTION CERTIFICATE I, the undersigned, Officer of City of Huntsville, a political subdivision of the State of Texas (the "City "), hereby certify that I have custody of the Resolution No.2009 -04 of City of Huntsville, and am authorized to execute and deliver this certificate on behalf of the City, hold the office designated by the undersigned name below, and further certify to the following: 1. Attached hereto as Addendum 1 is a full, true and correct copy of the Resolution duly adopted by the City Council of the and approved by the mayor of the City, passed at a meeting of said City, duly and legally called in conformity with the Resolution and in accordance with applicable laws held on the 7th day of April, 2009, a quorum thereof being present and voting unanimously for the adoption of said Resolution and that said Resolution is in full force and effect as of the date of this certification. 2. The Resolution attached hereto as Addendum 1 have not been amended, modified or rescinded and are in full force and effect on the date hereof. 3. There is no provision of the corporate records, charter, bylaws, or articles of incorporation of the City limiting the above - described Resolution, and Said Resolution is in conformity with the provisions of the City Council. 4. The following person has been appointed by the City Council to the position set forth opposite each person's respective name and am qualified to act in such capacities: City Manager Bill Baine T: \ldld\Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 48 of 50 EXECUTED this day of , 2012. THE STATE OF TEXAS COUNTY OF § § § By: Bill Baine, City Manager This instrument was acknowledged before me on this day of , 2012, by Bill Baine, City Manager, of City of Huntsville, a political subdivision of the State of Texas, acting on behalf of said political subdivision and in the capacity stated herein. (Seal) Notary Public, State of Texas T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 49 of 50 ADDENDUM 1 RESOLUTIONS • T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Loan Agreement v3_cn.doc Page 50 of 50 RESOLUTION NO..2009 -04 .A RESOLUTION OF THE CITY COUNCIL OF THE • CITY OF I•IUNTSVILLE, TEXAS, AUTHORIZING THE SUBMISSION. OF A..NEIGHBORHOOD STABILIZATION PROGRAM (NSP) GRANT APPLICATION TO THE TEXAS DEPARTMENT '01t COMMUNITY AND HOUSING. AFFAIRS (TDBCA) FOR THE . HUNTSVILLE NEIGHBOREOOD STABILIZATION PROJECT; AND AUTHORIZING THE CITY MANAGER TO ACT AS THE CITY'S EXECUTIVE OFFICER AND A:UTHORIZIDD REPRESENTATIVE IN ALL MATTERS PERTAINING TO TIIE .CITY'S :PARTICIPATION IN THE NEIGHBORHOOD STABILIZATION-GRANT PROGRAM. WHEREAS WHEREAS Blight is a Problem for Huntsville as is affordable housing for low - income residents. This award will allow for the removal of blighted structures and provide new homes for Iow- income.residents; and It is necessary and in the best interest of the City to apply for funding under the 2009 Neighborhood Stabilization Grant.Program. • NOW, THEREFORE, be,it resolved by the City Council ofttheCIty of.Huntsville, Texas, that: • Section 1: An application is hereby authorized .to be filed on behalf of the City and be placed in competition for funding under the.Neighborhood Stabilization Grant Program, Section 2: The application will be for $1,000,000 of grant fiinds to implement :the .Neighborhood Stabilization Project. Section 3: It is understood that the NSP :is a•reimbursement program. Section 4: The Mayor and City Council strongly•support this application t� address:the blight removal and low - income housing production for.the city and residents of Huntsville. Section 5: The City Council directs.and.designates the City Manager, Bill Baine, as the City's Chief Executive ,Officer and Authorized Representative to act in all matters in connection with this application and the City's participation in the Neighborhood Stabilization Grant.Prograin. PASSED AND APPROVED.this 7th. day of April, 2009. • ATTEST: • .:•l}tephanie-Brim•City Secretary APPROVED AS TO FORM: Schneider, Interim City Attorney F:HUJNTSVILLE, TEXAS . •J. Turner, Mayor . • March , 2012 NOTICE OF INVALIDITY OF ORAL AGREEMENTS TO: Borrower and all other Debtors and Obligors with respect to the Loan which is identified • • below. 1. THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 2. As used in this Notice: "Borrower" means the Borrower identified below. "Debtor" and "Obligor" means any entity or individual who (i) is obligated to pay the Note or (ii) otherwise is or becomes obligated to pay the Loan (for example, as cosigner or guarantor) or (iii) has pledged any property a& security for the Loan. . . _ "Lender" means Texas Department of Housing and Community Affairs. "Loan" means the loan by Lender which is to be evidenced by the promissory note ( "Note ") dated of even date herewith, executed by Borrower, payable to the order of Lender, in the principal face amount of $63,302.00. "Loan Agreement" means one or more promises, promissory notes, agreements, undertakings, security agreements, deeds of trust or other documents, or commitments, or any combination of those actions or documents, relating to the Loan. 3. This Notice is given by Lender with respect to the Loan, pursuant to Section 26.02 of the Texas Business and Commerce Code. Each Borrower, Debtor, and Obligor, who signs below, acknowledges, represents, and warrants to Lender that Lender has given and such party has received and retained a copy of this Notice on the date stated above. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Notice_cn.doc Page 1 of 3 BORROWER: CITY OF HUNTSVILLE, a political subdivision of the State of Texas By: Name: Bill Baine Title: City Manager T: \Idld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville\Notice_cn.doc Page 2 of 3 LENDER: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas . . By: Name: Tim d 1 . Irvine Its: duly authorized officer or representative • T: \Idld \Loan Docs \NSP \Interim Construction Loans\ 1263 City of Huntsville \Notice_cn.doc Page 3 of 3 After Recording, Retu{n to: LSI Title Agency, Inc.\ 1525 W. Walnut Hill Lane #300 Irving, Texas 75038 GF #: 10 -0029550 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED Date: 1Z5J Grantor: Vantium REO Capital Markets, L.P. Grantor's Mailing Address: c/o Acqura Loan Services, 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063 Grantee: City of Huntsville Grantee's Mailing Address: 921 Avenue H, Huntsville, TX 77340 — Consideration: TEN AND NO /100 DOLLARS ($10.00) and other good and valuable consideration. PROPERTY (INCLUDING ANY IMPROVEMENTS): Lot 1, of Oakwood View Subdivision, City of Huntsville, P. Gray League, A -24, Walker County, Texas, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas Reservations from and Exceptions to Conveyance and Warranty: all easements, rights - of -way, and prescriptive rights, whether of record or not; all restrictions, zoning ordinances, reservations, covenants, conditions, oil and gas leases, mineral interests, and water interests outstanding in persons other than Grantor, and other instruments, other than conveyances of the surface fee estate, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; any encroachments or overlapping of improvements; and taxes for the current year, which Grantee assumes and agrees to pay and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. Bk Vci1 4O00O463 OR 991 41 3. °•rid %, M STERN f 114. Notary Public, State of Texas 4 My Commission Expires %;;;o`� December 04, 2012 Bk V01 F` 00005463 OR 991 42 When the context requires, singular nouns and pronouns include the plural. Vantium REO Capital Markets, By: .P. by Acqura Loan Services, Attorney -in -Fact Name: Title: ACKNOWLEDGMENT THE STATE OF CfXQI S COUNTY OF (,' 6( Sl Th. instrument was acknowledged before me on V 1Gtivi fflr— of on behalf of said z; by a IA ' &are ✓ la If 1 Notary Public — State of Te-i(41 S After Recording Return To: LSI Title Agency, Inc. 1525 W. Walnut Hill Ln., Suite 300 Irving, TX 75038 c 0 r II A o fel • g:: LSI Title Agency, Inc. 1525 W. Walnut Hill Lane Irving, TX 75038 (972)812- 6600* fax (972)465 -3603 City of Huntsville 1212 Avenue M Huntsville, TX 77340 Date: October 5, 2011 GF #: FNDS -10- 0029550 Property Address: 921 Avenue H, Huntsville, TX 77340 In connection with the transaction we recently completed for you, please find enclosed your Owner's Policy of Title Insurance. It is your responsibility as purchasers to contact the taxing authorities to change the tax rolls so that this property is assessed in your name. A permanent file has been set up on your property; therefore, we are in a position to render you excellent service in future transactions. In the event you desire to sell or mortgage your property, please contact us at the address shown above and we will gladly handle your title transaction. We appreciate your business and we trust that this transaction was handled in a satisfactory manner. We look forward to serving you again in the future. LSI Title Agency, Inc. Received OCT 1 8 2011 Finance OWNER'S POLICY COVER SHEET NATIONAL TITLE INSURANCE of New York, Inc. OWNER'S POLICY OF TITLE INSURANCE (T -1) Issued by Policy #: TX/2011 11- 100009598 National Title Insurance of New York, Inc. File #: 10- 0029550 Any notice of claim and any other notioe or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, NATIONAL TITLE INSURANCE OF NEW YORK, INC., a corporation (the "Company ") insures, as of Date of'Policy and, to the extent stated in Covered Risks 9 and 10, aner Date ofPolicy, against loss or damage, not exceeding the Amount oflnsurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a) A defect in the Title caused by: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance, (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attomey; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; (vii) a defective judicial or administrative proceeding (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that wouldbe disclosed by an accurate and complete land survey of the Land. The term "encroachment "' includes encroachments of existing improvements located on the Land onto adjoining land, and croachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialmarrs lien for labor or materials having its inception on or before Date of Policy. 3. Lack ofgood and indefeasible Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection if a notice, describing any part ofthe Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a govemmental police power not covered by Covered Risk 5 if anotice ofthe enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent ofthe enforcement referred to in that notice. 7. The exercise ofthe rights of eminent domain if a notice ofthe exercise, describing any part ofthe Land, is recorded in the Public Records. 8. Any taking by agovernmental body that has occurred and is binding on the rights ofa purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective: (a) as a result ofthe avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part ofthe title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws; or (b) because the instrument of' transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws by reason ofthe failure of its recording in the Public Records: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or ajudgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or ot.her matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date ofPolicy and prior to the recording ofthe deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attomeys fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. LSI Title Agency, Inc 1525 W. Walnut Hill Lane, Suite 300 Irving, TX 75038 Tel: 972 -812 -6600 Fax: 972 - 550 -4840 National Title insurance Of New York L I1 RIM •VERA I1Y \I'l1 f ce• 04#.44 Iti ..6•nl 1r.„ w trim!, The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attomeys' fees or expenses that arise by reason of: I. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (i) the occupancy, use, or enjoyment ofthe Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion I(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreedto by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date ofPolicy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 ofthis policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording ofthe deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 ofthese Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company or other similar legal entity. (d) "Insured ": the Insured named in Schedule A. (1) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title; (I) If the stock, shares, memberships, or other equity interests of the grantee wholly -owned by the named Insured, (2) If the grantee wholly owns the named Insured, (3) If the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (11) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant ": an Insured claiming loss or damage. (f) "Knowledge" or "Known ": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason ofthe Public Records or any other records that impart constructive notice ofmatters affecting the Title. (g) "Land ": the land described in Schedule A, and affixed improvements that by law constitute real property. The tenn "Land" does not include any property beyond the lines ofthe area described in Schedule A, nor anyright, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, Ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records ": records established under state statutes at Date of Policy for the purpose ofimparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title ": the estate or interest described in Schedule A. (k) "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come are to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue ofthis policy. Ifthe Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company "s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. When, alter the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured "s claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one ofthe following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a mortgagee policy, the amount of the loan; (iv) inderrrrrify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; Owner's Policy of Title Insurance (T -1) (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant fumish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. When the Company has reasonable grounds to dispute coverage under this policy, the Company may reserve its rights to pay the claim and the costs of defense and seek reimbursement from the Insured for all amounts paid for which there was no coverage. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative ofthe Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, t.hat reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or govemmental regulation, shall terminate anyliability ofthe Company under this policy as to that claim. (c) If the Insured demands that the Company accept a settlement offer that is not greater than the Amount of Insurance or if the Insured expressly agrees that a settlement offer should be accepted, the Company has a right to be reimbursed if it has timely asserted its reservation of rights and notified the Insured that it intends to seek reimbursement if it pays to settle or defend a claim that is not covered by the policy. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment ofthe Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attomeys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue anylitigation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attomeys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay, or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attomeys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue c) Whenever the Company brings an action or asserts a defense as required or any litigation. any litigation. 8. DETERMI.NATIONAND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason ofmatters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of: (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 3 or 5 and is unsuccessfrl in establishing the Title, as insured, (i) the Amount oflnsurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as ofthe date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 ofthese Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrarrce, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until tdisposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attomeys' fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. II. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS. Owner's Policy of Title Insurance (T -1) When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. •13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees and expenses paid by the Company. Ifrequested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION. Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by bot.h the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competentjurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by t.he Company is the entire policy and contract between the Insured andthe Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status ofthe Title or by any action asserting such claim, shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of t.he policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the tenn regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other fonn, or provision in t.he Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions ofthis policy. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten t.he risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms ofthis policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by t.he Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy mustbe given to the Company at: National Title Insurance ofNew York 2550 North Redhill Avenue Santa Ana, Califomia 92705 -5516 Owner's Policy of Title Insurance (T -1) NATIONAL TITLE INSURANCE OF NEW YORK, INC. ..`rte► NATIONAL TITLF. INSURANCE of New York, inc. National Title Insurance of New York, Inc. 2550 N. Redhill Avenue Santa Ana, California 92705 -5516 NATIONAL TITLE INSURANCE COMPANY OF NEW YORK OWNER POLICY OF TITLE INSURANCE T -1 SCHEDULE A File Number: FNDS -10- 0029550 Amount of Insurance: $ 52,500.00 Date of Policy: August 16, 2011 at 02:54 PM 1. Name of Insured: City of Huntsville Policy Number: 11- 100009598 Premium: $ 509.60 2. The estate or interest in the land that is covered by this policy is: Fee Simple 3. Title to the estate or interest in the land is insured as vested in: City of Huntsville 4. The land referred to in this policy is described as follows: Lot 1, of Oakwood View Subdivision, City of Huntsville, P. Gray League, A -24, Walker County, Texas, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas. FORM T -1: Owner Policy of Title Insurance (Schedule A) SCHEDULE B File Number: FNDS -10- 0029550 Policy Number: 11- 100009598 EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses) that arise by reason of the terms and conditions of the leases or easements insured, if any, shown in Schedule A and the following matters: 1. The following restrictive covenants of record itemized below (The Company must either insert specific recording data or delete this exception): Volume 596, Page 634 of the Official Public Records of Walker County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons. 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments, or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) 5. Standby fees, taxes, and assessments by any taxing authority for the year 2011, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. "Not yet due and payable" 6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception.): a. Rights of parties in possession (Owner Policy Only). b. Visible and apparent easements over and across subject property (Owner Policy Only). c. Building setback lines, easements and other matters, as shown or provided for on plat recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas. d. Easement granted by Bobby Merchant to City of Huntsville, dated March 8, 1993, recorded in Volume 195, Page 602 of the Official Public Records of Walker County, Texas. FORM T -1: Owner's Policy of Title Insurance (Schedule B) SCHEDULE B (Continued) File Number: FNDS -10- 0029550 Policy Number: 11- 100009598 e. All, leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. f. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete survey of the land. 9. Any portion of the property described herein within the limits or boundaries of any public or private roadway and /or highway. FORM T -1: Owner's Policy of Title Insurance (Schedule B) DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Residential Owner Policy) Arbitration is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Company to court and your rights to discovery of . evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbitrator's award. Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a claim, you must request deletion of the arbitration provision before the policy is issued. You can do this by signing this form and returning it to the Company at or before the closing of your real estate transaction or by writing to the Company. The arbitration provision in the Policy is as follows: "Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or.claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction." The Insured hereby requests deletion of the arbitration provision. TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas By: j/ %,1►, Name: (,1► 1,1, YtY)I`lt: Its: duly authorized officer or representative Date: T: \Idld \Loan Docs \NSP \Interim Construction Loans \1262 City of Huntsville \Deletion of Arbitration Provision20120209 cn.doc INTERIM CONSTRUCTION DEED OF TRUST Gam.. Lei (WITH SECURITY AGREEMENT AND ASSIGNMENT OF RENTS) 0 r-- ( "Deed of Trust ") , NEIGHBORHOOD STABILIZATION PROGRAM ec var ing Federal Agency: United States Department of Housing and Urban Development TDHCA Federal Award Number: B- 08 -DN -48 -0001 t:C A Federal Award Year (Year of Award from HUD to TDHCA): 2008 V r TDHCA Award Year (Year of TDHCA Board Approval): 2009 tai�a� 3 THPSTATE OF TEXAS § COUNTY OF WALKER § NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ARTICLE I Definitions The following terms shall have the •respective meanings assigned to them when used herein. 1.01 Grantor: CITY OF HUNTSVILLE, a political subdivision of the State of Texas 1.02 Grantor's mailing address: 1212 Avenue M, Huntsville, Walker County, Texas 77340 1.03 Beneficiary: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas, and any lawful owner, holder, pledgee, or assignee of any indebtedness secured hereby. 1.04 Beneficiary's mailing address: P.O. Box 13941, Austin, Travis County, Texas 78711- 3941. 1.05 Trustee: Timothy K. Irvine of Travis County, Texas. 1.06 Mortgaged Property: The Real Property and the Personal Property. 1.07 Proiect: Single - family dwelling to be constructed or rehabilitated on the Real Property. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 1 of 33 1.08 NSP: Neighborhood Stabilization Program or ( "Program ") as authorized by the Housing and Economic Recovery Act of 2008 as an adjunct to the Community Development Block Grant Program. (Housing and Economic Recovery Act of 2008, Pub. L. 110 -289, 112 STAT 2850.) 1.09 NOFA: Notice of Funding Availability issued by TDHCA for the NSP issued in 2009. 1.10 NOFA -R: Notice of Funding Availability Re- Allocation. 1.11 NOFA -R- SERIES 2: Neighborhood Stabilization Program Re- allocation — Series 2 (NSPR- Series 2) issued in 2010. 1.12 Eligible Household: Individual or families whose income[s] do not exceed 120% of area median income ( "AMI ") as defined in the Housing and Economic Recovery Act 2301 (f)(3)(A)(i) and (ii) of 2008. 1.13 Financing Mechanisms: Mechanisms that provide affordable homeownership opportunities to assist homebuyers to purchase and redevelop a foreclosed property at a discount and/or rehabilitate the property as defined in the Housing and Economic Recovery Act 2301 (c)(3)(A) of 2008. 1.14 Real Property: The real property described as: BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION; according to the map or plat thereof recorded-in Volume 4, Page '25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on * Exhibit "A" attached hereto and made a part hereof, together with. (i) all improvements thereon, all rights, hereditaments and appurtenances belonging thereto including rights of ingress and egress, easements, licenses, and all reversionary rights or interests of Grantor; (ii) all fixtures and personal property now or hereafter attached to the Real Property; (iii) all renewals or replacements thereof or articles in substitution therefore, whether or not now or later attached to the Project in any manner; and (iv) all other interests of every kind which Grantor now has or at any time hereafter acquires in and to the Real Property. 1.15 Personal Property: (i) all furniture, equipment and other personal property now or hereafter owned by Grantor, located on the Mortgaged Property, and all renewals or replacements thereof or articles in substitution therefore, whether or not the same are or shall be attached to the Project in any manner; (ii) all building materials and equipment now or hereafter delivered to the Mortgaged Property and all building and construction materials, equipment and parts intended to be installed in or on the Real Property or Project; (iii) all plans and specifications for the Project; (iv) all contracts and subcontracts relating to the Project; (v) all deposits (including tenant's security deposits, if any), funds, accounts (including any accounts in • which escrows'are deposited as a reserve for the payment of taxes, asgessments'and insurance on the Mortgaged Property), contract rights, instruments, documents, general intangibles (including trademarks, trade names and symbols used in connection therewith), and notes or chattel paper arising from or by virtue of any transactions related to the Mortgaged Property; (vi) all permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Mortgaged Property; (vii) all bank accounts in which rental income from the Mortgaged Property T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 2 of 33 is deposited; (viii) all proceeds arising from or by virtue of the sale, lease or other disposition of any of the Real or Personal Property; (ix) all proceeds (including premium refunds) payable or to be payable under each policy of insurance relating to the Project; (x) all proceeds arising from the taking of all or a part of the Real Property or any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, for any public or quasi - public use under,. any law, or by rights of eminent domain, ,or by private or other purchase in liep thereof; (xi). aril other interests of every kind and character which Grantor now has or at any time hereafter acquires in and to the Personal Property and all property which is used or useful in connection therewith. 1.16 Construction Loan Agreement: The NSP Construction Loan Agreement ( "Loan Agreement") of even date herewith executed by and between Grantor (Borrower in Loan Agreement or the maker of the Note if different from Grantor) and Beneficiary (Lender in Loan Agreement), which Loan Agreement sets forth, among other things, the procedure and requirements for disbursing the loan proceeds to be evidenced by the Note. 1.17 Note: The NSP promissory note ( "Note ") of even date herewith executed by Grantor payable to the order of Beneficiary in the original principal sum of $63,302.00 payable as therein provided and finally maturing as therein provided, and all modifications, extensions and renewals thereof. 1.18 Loan Documents: The NSP Note, this Deed of Trust, the Construction Loan Agreement, and any and all other documents or instruments heretofore or hereafter executed by Grantor (or the maker of the Note if different from Grantor) Securing, evidencing or in any way pertaining to the indebtedness evidenced by the Note and hereafter are the ( "Loan Documents. ") 1.19 Governmental Requirements. All laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Mortgaged Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over Grantor or the Mortgaged Property including, without limitation, the following: the Civil Rights Act of 1964 (42 U.S.C. 2000(d); Executive Order 11063, as amended by Executive Order 12259; Executive Order 11246; Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.); Fair Credit Reporting Act (15 U.S.C. 1681 et seq.); Fair Housing Act (42 U.S.C. 3601 et seq.); the Americans with Disabilities Act of 1990 (P.L. 101-336); of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations (24 CFR Part 8); Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.); Federal Drug Free Workplace Act of 1988 and the regulations promulgated thereunder including, without limitation, 54 CFR Part 4956, Section 3 of the Housing and Urban Development Act of 1968; Executive Orders 11625, 12432 and 12138, as amended; the Copeland "Anti- Kickback" Act (18 U.S.C. § 874 et seq.); the Davis -Bacon Act (40 U.S.C. § 276a et seq.); Sections 103 and 107 of the Work Hours and Safety Standards Act. (46 'tT:S.C. §. 327 et sell:); the Uniform Relocation Assistance and Real - Property Acquisition Policies Act (42 U.S.C. § 4201 et seq.); the Housing and Community Development Act of 1974; the National Environmental Policy Act (42 U.S.C. § 4321 et seq.); ( "NEPA "); the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. § 4321 et seq.); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; the State of Texas Senate Bill 1356; Title 8, T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 3 of 33 and Chapter 92 of the Texas Property Code; Solid Waste Disposal Act TEX. HEALTH & SAFETY CODE Ann. Ch. 361; Comprehensive Municipal Solid Waste Management, Resource Recovery, and Conservation Act. TEX. HEALTH & SAFETY CODE Ann. Ch 363; County Solid Waste Control Act. TEX. HEALTH & SAFETY CODE Ann. Ch 364; Texas Clean Air Act, TEX. HEALTH AND SAFETY CODE Ann. Ch.; and Hazardous Communication Act, TEXAS HEALTH AND SAFETY CODE Ann. Ch. 502; and such.Governmental Requirements as may be from time to time amended or superseded and all of their implementing regulations, as may be amended. 1.20 Anti - Terrorism Laws. Any and all present and future judicial decisions, statutes, rulings, rules, regulations, permits, certificates, orders and ordinances of any Governmental Authority relating to terrorism or money laundering, including, without limiting the generality of the foregoing, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. No. 107 -56); the Trading the Enemy Act (50 U.S.C.A. App. 1, et seq.); the International Emergency Economic Powers Act (50 U. S. C. A. §1701 -06); Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (relating to "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threatened to Commit, or Support Terrorism ") and the United States Treasury Department's Office of Foreign Assets Control list of "Specifically Designated National and Blocked Persons" (as published from time to time in various mediums, including, without limitation, at http: www .treas.gov /ofac /tl l sdn.pdf). 1.21 Prohibited Person. Any person or entity that (i) is specifically named or listed in, or otherwise subjed to, any Anti- Terrorism Laws, (ii) is owned or controlled by, or acting for or on behalf of any person or entity specifically named or listed in, or otherwise subject to, any Anti - Terrorism Laws, (iii) Beneficiary is prohibited from dealing with, or engaging in any transaction with, pursuant to an Anti - Terrorism Laws, or (iv) is affiliated with any person or entity described in clauses (i) - (iii) of this definition. 1.22 Environmental Laws and Regulations. Any federal, state, or local law, statute, ordinance, or regulation, whether now or hereafter in effect, pertaining to health, industrial hygiene, or the environmental conditions on, under, or about the Land or the Improvements, including without limitation, the following, as now or hereafter amended, Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ( "CERCLA "), 42 U.S.C.A. §9601 et seq.; Resource, Conservation and Recovery Act ( "RCRA "), 24 U.S.C.A. §6901 et seq. as amended by the Superfund Amendments and Reauthorization Act of 1986 ( "SARA "), Pub. L. No. 99 -499, 100 Stat. 1613; the Toxic Substances Control Act, 15 U.S.C.A. §2601 et seq.; Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C.A. §1101 et seq.; Clean Water Act ( "CWA "), 33 U.S.C.A. §1251 et seq., Clean Air Act ( "CAA "), 42 U.S.C.A. §7401 et seq.; Federal Water Pollution Control Act ( "FWPCA "), 33 U.S.C.A. §1251 et seq.; ); Protection of :Wetlands ( Executive Order 11990, Mary 24, 1977); Coastal Management Act (Sections 307 (c) and (d)); Safe Water Driving Act (42 U.S.C. 201, 300(0 and 21U.S.C. 349); Protection of the Environment, Sole Source Aquifers (40 CFR 149); Endangered Species Act (50 CFR 402); Wild and Scenic Rivers Act (16 U.S.C. 1271 et seq. as amended, particularly section 7(b) and (c)); Farmland Protection Policy Act (7 CFR 658); Federal Actions to Address Environmental Justice in Minority Populations and Low Income Populations (Executive Order T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 4 of 33 12898, February 11, 1994); Parts of Environmental Review Procedures for Entities Assuming HUD Environmental Responsibilities: Noise Abatement and Control (24 CFR 51B); Explosive and Flammable Operations (24 CFR 51C); Toxic Chemicals and Radioactive Materials (24 CFR 58.5(a); Airport Clear zones and Accident Potential Zones (24 CFR51 D); and any corresponding state laws or ordinances including but not limited to the Texas Water Code ( "TWC ".,). §26.001 et seq.; Texas Health & Safety Code ( "THSC ") §361.001 et seq.; Texas Solid Waste Disposal Act, Tex. Rev. Civ. Stat. Ann. Art. 4477 -7; and regulations, rules, guidelines, or standards promulgated pursuant to such laws, statute and regulations, as such statutes, regulations, rules, guidelines, and standards are amended from time to time. The environmental effects of each activity carried out with funds provided under the NSP program must be assessed in accordance with the provisions of the Texas NSP NOFA, National Environmental Policy Act of 1969 (NEPA) and the related activities listed in HUD's implementing regulations at 24 CFR Parts 50, 51, 55 and 58. Each such activity must have an environmental review completed and support documentation prepared complying with the National Environmental Policy Act of 1969 and regulations at 24 CFR Parts 50, 51, 55 and Part 58. No funds may be requested or committed to an activity before the completion of the environmental review process, including the requirements of 24 CFR §58.6, and written clearance has been provided by the Department. 1.23 Permitted Exceptions. The exceptions from coverage found in Schedule B of the commitment for mortgagee policy of title insurance issued by Fidelity National Title Insurance Company, as agent for Walker County Title Company, .a Texas corporation, GF #201108783, issued January 31,, 2012 to Beneficiary herein.. ARTICLE II Conveyance in Trust 2.01 Grant. Grantor, for and in consideration of the debt evidenced by the Note, has granted, assigned, and conveyed, and by these presents does grant, assign and convey the Mortgaged Property, in trust unto the Trustee, his successors and assigns, to have and to hold the Mortgaged Property, unto Trustee, his successors and assigns, forever. To the extent permitted by law, the Personal Property shall be deemed to be a part of and affixed to the Real Property. In the event the estate of the Grantor in and to any of the Mortgaged Property is a leasehold estate, this conveyance shall include and the lien' and security interest and assignment created hereby shall encumber and extend to all other, further or additional title, estates, interest or rights which may exist now or at any time be acquired by Grantor in or to the property demised under the lease creating such leasehold estate and including Grantor's rights, if any, to purchase the property demised under such lease and, if fee simple title to any of such property shall ever become vested in Grantor,, such fee simple interest shall be encumbered by this Deed of Trust in the same manner as. if Grantor had fee simple title to such property as of the date of execution hereof. Grantor hereby binds itself, its successors and assigns, to warrant and forever defend the Mortgaged Property unto Trustee, his successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 5 of 33 2.02 Security. This conveyance is made in trust, however, to secure and enforce the payment of the Note, the obligations of Grantor (and /or the maker of the Note, if different from Grantor) under the other Loan Documents and payment of the Other Indebtedness as defined herein. If Grantor shall perform the covenants and agreements herein contained, then, and only then, this conveyance shall become null and void and shall be released at Grantor's expense; otherwise it shall remain in full force and effect. No release of this conveyance, ornf the lien or secu'rify. -' interest or assignment created and evidenced hereby, shall be valid unless executed by Beneficiary. 2.03 Other Indebtedness. This Deed of Trust shall secure, in addition to the Note, all funds hereafter advanced by Beneficiary to or for the benefit of Grantor as contemplated by any provision herein or for any other purpose, and -all Other Indebtedness, of whatever kind or character, owing or which may hereafter become owing by Grantor to Beneficiary, whether such indebtedness is evidenced by note, open account, overdraft, endorsement, surety agreement, guaranty, or otherwise, it being contemplated that Grantor may hereafter become indebted to Beneficiary in further sum or sums ( "Other Indebtedness "); provided, however, in no event shall this Deed of Trust secure payment of any installment loan or any open -end line of credit established under Chapter 3, Chapter 4 or Chapter 15 of the Texas Finance Code. This Deed of Trust shall also secure all renewals and extensions of any of the Other Indebtedness secured hereby. If the Note or Other Indebtedness shall be collected by legal proceedings, whether through a probate or bankruptcy court or otherwise, or shall be placed in the hands of an attorney for collection after maturity, whether matured by the expiration of time or by any option given to the Beneficiary to mature same, Grantor agrees to pay Beneficiary's attorney's and collection fees in the amount set forth in the Note, and such fees shall be a part of the indebtedness secured hereby. ARTICLE III Grantor's Covenants and Representations Grantor hereby covenants, warrants and represents to and agrees with Beneficiary and with Trustee as follows: 3.01 Payment and Performance. Grantor (i) will pay all of the indebtedness secured hereby, together with the interest thereon, when the same shall become due, in accordance with the terms of the Note or any other instrument evidencing, securing, or pertaining to such indebtedness or evidencing any renewal or extension of such indebtedness, or any part thereof, and (ii) will punctually and properly perform all of Grantor's covenants, obligations, and liabilities under any other security agreement, mortgage, deed of trust, collateral pledge agreement, contract, assignment, loan agreement or any other instrument or agreement of any kind now or hereafter existing as security for, executed in connection with, or related to the indebtedness or other obligations securedhereby, or any part thereof. 3.02 Title and Right to Convey. Grantor (i) has in its own right good and indefeasible title in fee simple, except as otherwise provided herein, to the Mortgaged Property which is free from encumbrance superior to the indebtedness hereby secured, except as otherwise provided herein, and (ii) has full right to make this conveyance. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 6 of 33 3.03 Insurance. Grantor shall require the builder and/or its general contractor to obtain and maintain at said builder's and/or general contractor's sole expense: (1) all -risk insurance with respect to all insurable Mortgaged Property, against loss or damage by fire, lightning, windstorm, explosion, hail, tornado and such hazards as are presently included in so- called "all-risk". coverage and against such other insurable hazards a Beneficiary. tndy reasonably regiiire*, iii amount not less than the unpaid balance of the Note, or if available and requested by Beneficiary 100% of the full replacement cost, including the cost of debris removal, without deduction for depreciation and sufficient to prevent Grantor and Beneficiary from becoming a coinsurer, such insurance to be in Builder's Risk (non- reporting) form during and with respect to any construction on the Real Property; (2) if and to the extent any portion of the Project is in a special flood hazard area, a flood insurance policy in an amount equal to the lesser of the principal face amount of the Note or the maximum amount available; (3) commercial general liability insurance, on an "occurrence" basis, against claims for bodily injury, death or property damage occurring on or about the Project, to afford protection in a "single limit" of not less than $1,000,000 in the event of bodily injury to, or death of, any number of persons or of damage to property arising out of one occurrence, for the benefit of Grantor and Beneficiary as named insured; and (4) such other insurance on the Mortgaged Property as may from time to time be reasonably required by Beneficiary, if available, (including but not limited to rent loss or boiler and machinery insurance) and against other insurable hazards or casualties which at the time are '-commonly insured against in the case of premises similarly situated, due regard being given to the height, type, construction, location, use and occupandy-of buildings and improvements. All insurance policies shall be issued and maintained by insurers, in amounts, with deductibles, and.. in. form reasonably satisfactory to Beneficiary, and shall require not less than fifteen (15) days' • prior written notice to Beneficiary of any cancellation or change of coverage. All insurance policies maintained, or caused to be maintained, by Grantor with respect to the Mortgaged Property, except for public liability insurance, shall provide that each such policy shall be primary without right of contribution from any other insurance that may be carried by Grantor or Beneficiary and that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. If any insurer which has issued a policy of hazard, liability or other insurance required pursuant to this Deed of Trust becomes insolvent or the subject of any bankruptcy, receivership or similar proceeding or if in Beneficiary's reasonable opinion the financial responsibility of such insurer is or becomes inadequate, Grantor shall, in each instance promptly upon the request of Beneficiary and at Grantor's expense, obtain and deliver to Beneficiary a like policy (or, if and to the extent permitted by Beneficiary, a certificate of insurance) issued by another insurer, which insurer and policy meet the requirements of this Deed of Trust. All such policies for loss of or damage to the Mortgaged Property shall contain a standard mortgage clause (without contribution) naming Beneficiary as mortgagee with loss proceeds payable to Beneficiary notwithstanding (i) any act, failure to act or negligence of or violation of any warranty, declaration or condition contained in any such policy by any named insured; (ii) the occupation or use of the Mortgaged Property for purposes more hazardous than permitted by the terms of any such policy; (iii) any foreclosure or other action by Beneficiary under this Deed of Trust; or (iv) any change in title to or ownership of the Mortgaged Property or any portion thereof, such proceeds to be held for application as provided in this Deed of Trust. A copy of each initial insurance policy (or a satisfactory certificate of insurance) shall be delivered to Beneficiary at the time of execution of this Deed of T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 7of33 Trust, with premiums fully paid, and each renewal or substitute policy (or certificate) shall be delivered to Beneficiary, with premiums fully paid, at least ten (10) days before the termination of the policy it renews or replaces. Grantor shall pay all premiums on policies required hereunder as they become due and payable and promptly deliver to Beneficiary evidence satisfactory to Beneficiary of the timely payment thereof. If any loss occurs at any time when Grantor has failed to perform Grantor's covenants and greernents in this section,. $eneficiary shall nevertheless be entitled to the benefit of all insurance - covering the loss and held by or for Grantor, to the same extent as if it had been made payable to Beneficiary. Upon any foreclosure hereof or transfer of title to the Mortgaged Property in extinguishment of the whole or any part of the secured indebtedness, all of Grantor's right, title and interest in and to the insurance policies referred to in this section (including unearned premiums) and all proceeds payable thereunder shall thereupon vest in the purchaser at foreclosure or other such transferee, to the extent permissible under such policies. Beneficiary shall have the right (but not the obligation) to receive the proceeds of, all insurance for loss of or damage to the Mortgaged Property. If Grantor fails to act reasonably and promptly in making proof of loss for, or settling or adjusting any claim under, any such insurance, then Beneficiary shall have the right to make such proof and settle and/or adjust, such claim; and the expenses incurred by Beneficiary in the adjustment and collection of insurance proceeds shall be a part of the secured indebtedness and shall be due and payable to Beneficiary on demand. Beneficiary shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see, to the proper application of any amount paid over to Grantor :. Any :such proceeds received by Beneficiary shall, after deduction therefrom of all reasonable expenses actually incurred by Beneficiary, including attorneys' fees, at Beneficiary's option be (a) released to Grantor, or (b) applied (upon compliance" with such reasonable terms and conditions as may be required by Beneficiary) to repair or restoration, either partly or entirely, of the Mortgaged Property so damaged; or (c) applied to the payment of the secured indebtedness in such order and manner as Beneficiary, in its sole discretion, may elect, whether or not due; provided, however, that Beneficiary shall make such proceeds available to Grantor to pay for restoration or repair of the Mortgaged Property, so damaged, if either (i) the amount of such proceeds is less than 5% of the construction costs, or (ii) Grantor agrees to reasonable, Construction Loan provisions (primarily regarding advances of those proceeds and Beneficiary's "pricing" of its activities and expenses connected therewith) and amendments to the Loan Documents executed in connection with the Note, as then proposed by Beneficiary. In any event, the unpaid portion of the secured indebtedness shall remain in full force and effect and the payment thereof shall not be excused. Grantor shall at all times comply with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the Mortgaged Property. 3.04 Taxes and Other Impositions. Grantor will pay all taxes and assessments against or affecting the Mortgaged Property as the same become due and payable, and, if Grantor fails to do so, Beneficiary-May p'dy them, together with all costs and penalties thereon, at Grantor's expense or out of an individual reserve account created to fund any necessary repairs for Mortgaged Property maintained by a first lien lender or bank trustee. Grantor, however, may in good faith, in lieu of paying such taxes and assessments as they become due and payable, contest by appropriate proceedings the validity thereof, and pending such contest Grantor shall not be T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 8 of 33 deemed in default hereunder because of such nonpayment, (i) if prior to delinquency of the asserted tax or assessment, Grantor furnishes Beneficiary an indemnity bond, conditioned that such tax or assessment with interest, cost and penalties be paid as herein stipulated, secured by a deposit in cash, or security or surety acceptable to Beneficiary, in the amount of the contested tax or assessment, and a reasonable additional sum to pay all possible costs, interest and penalties imposed or incurred in connection •therewith; and (ii) if Grantor ;pror#iptiy pays any amount adjudged by a court of competent jurisdiction tp +be due, with all costs, penalties and interest thereon, before such judgment becomes final or before any writ or order is issued under which the Mortgaged Property may be sold pursuant to such judgment, whichever first occurs. Grantor shall provide to Beneficiary, on or before January 31 of each year during the term of the Note secured hereby, written evidence that all ad- valorem taxes and other assessments against the Mortgaged Property have been paid in full. 3.05 Tax and Insurance Escrow. Intentionally omitted. 3.06 Assignment of Awards. If the lien secured by this Deed of Trust is first and superior, Grantor will hereby assign all judgments, decrees and awards for injury or damage to the Mortgaged Property, all awards or settlements pursuant to proceedings for condemnation thereof, in their entirety to Beneficiary, who may apply the same to the indebtedness secured hereby in such manner as it may elect. Grantor will further hereby authorize Beneficiary to execute and deliver valid acquittances for, and to appeal from, any such- award, judgment or decree in the name of Grantor. -In the event Beneficiary,' as a result of any such judgment or.decree of award, believes that the payment or performance of any obligation secured by this Deed of Trust is impaired, Grantor authorizes Beneficiary to' deelare, without notice, all of the indebtedness secured hereby immediately due and payable. 3.07 Trustee's Title and Future Laws. If, while this trust is in force, the title of Trustee to, or the interest of Beneficiary in, the Mortgaged Property or any part thereof, shall be endangered or shall be attacked directly or indirectly, Grantor authorizes Beneficiary, at Grantor's expense, to take all necessary and proper steps for the defense of such title or interest, including the employment of counsel, the prosecution or defense of litigation, and the compromise or discharge of claims made against such title or interest. If at any time any law shall be enacted imposing or authorizing the imposition of any tax upon this Deed of Trust, or upon any rights, titles, liens,. or security interests created hereby, or upon the Note, or any part thereof, Grantor shall immediately pay all such taxes. In the alternative, Grantor may, in the event of the enactment of such a law, and must, if it is unlawful for Grantor to pay such taxes, prepay the Note and the Other Indebtedness in full within sixty (60) days after demand therefore by Beneficiary. Grantor shall at any time and from time to time, furnish promptly, upon request, a written statement or affidavit, in such form as may be required by Beneficiary, stating the unpaid balance of the, Mote, ,and that there are no offsets or defenses against full payment of the Note and performance of the terms hereof, or if there`are'any such offsets and defenses, specifying them. 3.08 Repayment to Beneficiary. If, pursuant to any covenant contained herein or in any other instrument executed in connection with the loan evidenced by the Note or in connection T: \Idid \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 9 of 33 with any Other Indebtedness secured hereby, Beneficiary shall expend any money chargeable to Grantor or subject to reimbursement by Grantor under the terms of such covenant or agreement, Grantor will repay the same to Beneficiary immediately at the place where the Note or Other Indebtedness secured hereby is payable, together with interest thereon at the rate of interest payable on account of the Note or such Other Indebtedness in the, event of a default hereunder from and after the" date of Beneficiary' §'making such payment. >The sum of each such payment shall be added to the indebtedness hereb - ecured and thereafter shall form a part of the same, and it shall be secured by this Deed of Trust and, by subrogation to all of the rights of the person or entity receiving such payment. 3.09 Condition of Property. Upon completion of certain renovations, additions and improvements to the Project, Grantor will keep every part of the Mortgaged Property in good condition and presenting a good appearance, making promptly all repairs, renewals and replacements necessary to such end, and doing promptly all else necessary to such end. Grantor will discharge all claims for labor performed and material furnished therefore, and will not suffer any lien of mechanics or materialman to attach to any part of the Mortgaged Property. Grantor will guard every part of the Mortgaged Property from removal, destruction and damage, and will not do or suffer to be done any act whereby the value of any part of the Mortgaged Property may be lessened. 3.10 Successors. If the ownership, control or management of the Mortgaged Property or any part thereof becomes vested jn a person other than Grantor, or in the event of a change of ownership of more than thirty percent (30 %) interest in any Grantor other than an individual, Grantor agrees that Beneficiary may, without notice to Grantor, deal. with such successor or successors in interest with reference to this Deed of Trust and to'the indebtedness hereby secured in the same manner as with Grantor without in any way vitiating or discharging Grantor's liability hereunder or upon the indebtedness hereby secured. No sale of the Mortgaged Property, and no forbearance on the part of Beneficiary, and no extension of the time for the payment of the indebtedness hereby secured, given by Beneficiary, shall operate to release, discharge, modify, change or affect the original liability of Grantor or the liability of any guarantors or sureties of Grantor, either in whole or in part. 3.11 Compliance with Governmental Requirements. Grantor covenants that the Mortgaged Property and the improvements now or hereafter erected thereupon and the intended use thereof by Grantor comply with all Governmental Requirements, including, without limitation, all applicable restrictive covenants, zoning ordinances, subdivision and building codes, flood disaster laws, applicable health and Environmental Laws and Regulations and all other ordinances, orders or requirements issued by any state, federal or municipal authorities having or claiming jurisdiction over the Mortgaged Property. Any rehabilitation of an abandoned or foreclosed upon home or residential property under NSP 1. A.. shall be to the extent necessary to comply with applicable, laws, codes, and other requirements related to housing safety, quality, and habitability, in order to sell, rent, or redevelop such homes and properties. Rehabilitation may include improvements to increase the energy efficiency or conservation of such homes and properties or provide a renewable energy source or sources for such homes and properties. Housing and Economic Recovery Act Section 2301 (d)(2) of 2008. T: \Idid \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 10 of 33 The eligibility of renewable energy equipment on existing structures shall be determined by the Beneficiary. Housing that is constructed, including new construction, or rehabilitation with NSP funds must meet all applicable local codes, rehabilitation standards, or5iinances, and zoning ordinances at the time of completion.-- In the' absence of a local . code' for kirw, construction or rehabilitation, the housing must meet the most current International Building Code. In addition, all NSP funded housing must meet the Texas Minimum Construction Standards, as published in the Texas NSP NOFA. NSP assisted new construction or rehabilitation will comply with HUD Program lead - based paint requirements including lead screening in housing built before 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R. Multifamily housing assisted with NSP funds must meet the accessibility requirements at 24 CFR part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Section 794) and covered multifamily dwellings, as defined at 24 CFR 100.201, and the design and construction requirements at 24 CFR 100.205, which implement the Fair Housing Act (42 U.S.C. 3601- 3619). Finally, NSP assisted housing must meet Energy Efficiency Standards in accordance with Section 2306.187 of the Texas Government Code. 3.12 Money Laundering; Anti - Terrorism Laws. (a) Grantor will furnish all of the funds for the purchase of the Mortgaged Property, other than funds, supplied by Beneficiary, and such funds will not be from sources that are described in 18 U.S.C.A. `§ 1956' and- §1957 as funds or property derived from "specified unlawful activity." (b) None of Grantor, and-constituent party nor Guarantor, if applicable, (nor any person or entity owning an interest in Grantor, and constituent party or Guarantor, if applicable) (i) is a Prohibited Person, or (ii) has violated any Anti- Terrorism Laws. No Prohibited Person holds or owns any interest of any nature whatsoever in Grantor, any constituent party or Guarantor, if applicable, as applicable, and none of the funds of Grantor, any constituent party or Guarantor, if applicable, have been derived from any activity in violation of Anti- Terrorism Laws. 3.13 No Foreign Person. Neither Maker, nor Guarantor, if applicable, is a "foreign person" within the meaning of §1445(0(3) of the Tax Code. 3.14 Payment of Labor and Materials. Grantor will promptly pay all bills for labor, materials, and specifically fabricated materials incurred in connection with the Mortgaged Property and never permit to exist in respect of the Mortgaged Property or any party thereof any lien or security interest, even though inferior to the liens and security interest, hereof, for any such bill, and in any event never permit to be created or exist in respect of the Mortgaged Property or any part thereof any other or additional lien or security interest on a parity with, superior, or inferior to any of the liens or security interest hereof, except for the Permitted Exceptions. 3.15 Sources and Uses of Funds. Without limiting the requirements of Section 3.12 hereof, Grantor has taken, and shall continue to take until the Indebtedness is fully repaid and each and T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 11 of 33 all of the Obligations are satisfied in full, such measures as are required by any and all Anti - Terrorism Laws to assure that the funds invested in Grantor and/or used to make payments on the Indebtedness or the Obligations are derived from (a) transactions and sources that do not violate any Anti - Terrorism Laws, nor to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction from which they originated; and (b) permissible sources under AntifFerrorisht•Laws or, to the extent such funds originate outside the United States, under the laws of the jurisdiction from which they originated. If Beneficiary reasonably believes that Grantor, Guarantor, if applicable, any constituent party, or any affiliate of any such parties may have breached any of the representations, warranties or covenants set forth in this Deed of Trust or the other Loan Documents relating to any Anti - Terrorism Laws, any violations of the Byrd Amendment referenced herein and Section 3.16 hereof, or the identity of any person or entity as a Prohibited Person, or person influencing or attempting to influence the federal persons referenced herein and Section 3.16 hereof, then, Beneficiary shall have the right, with or without notice to Grantor, to (1) notify the appropriate governmental authority and to take such action as such governmental authority or applicable Anti - Terrorism Laws or Byrd Amendment may direct; (2) withhold Loan advances and segregate the assets constituting the Loan or any of Grantor's funds or assets deposited with or otherwise controlled by Beneficiary pursuant to the Loan Documents; (3) decline any payment (or deposit such payment with an appropriate United States governmental authority or court) or decline any prepayment or consent request; and/or (4) declare .an Event of Default and immediately accelerate the Loan in connection therewith, Grantor agrees that none of Grantor, Guarantor, if applicable, nor any constituent party will assert any claim (and hereby waives, for itselfand on behalf of its affiliates, successors, assigns, representatives or agents for. any form of damages as a result of any of the foregoing actions, regardless of whether or not Beneficiary 's reasonable belief is ultimately demonstrated to be accurate. Without limiting the requirements of Section 3.11 hereof, Grantor has taken, and shall continue to take until the Indebtedness is fully repaid and each and all of the Obligations are satisfied in full, such measures as are required by the Byrd amendment to the fiscal 1990 appropriations measures for the United States Department of the Interior (P. L. 101 -121) and any guidelines and rules issued by any federal entity in connection therewith, if applicable, to assure that no federal appropriated funds have been paid or will be paid, by or on behalf of Grantor, (i) to any person influencing or attempting to influence, or (ii) for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this award and loan under the NSP. 3.16 Byrd Amendment: Prohibition for Influencing Federal Entities. Grantor covenants that, to the best of Grantor's knowledge, Grantor has complied with all restrictions, certifications and disclosure requirements contained in the Byrd amendment to the fiscal 1990 appropriations measures for the United States Department of the Interior (P.L. 101 -121) and with any guidelines and rules issued by any federal entity in connection therewith, if applicable. ARTICLt IV Events of Default 4.01 Events of Default. The following shall be events of default ( "Events of Default ") hereunder: T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 12 of 33 (a) The sale of the Mortgaged Property, or any part thereof without, the prior written consent of Beneficiary, except the sale to an Eligible Household. (b), Grantor's agreement to or the granting of an easement, restrictive covenant or other encumbrance affecting the Mortgaged Property without the prior written consent of Beneficiary. (c) If Grantor is a corporation, partnership, or limited liability company, more than thirty percent (30 %) of ownership of Grantor (determined by interest held and not by number of the shareholders, partners or members, as applicable) changes other than changes resulting from the transfer of shares or interest among the present owners of Grantor, such determination to be made by aggregating all ownership changes (other than those involving only the present owners of Grantor) occurring subsequent to the date hereof. (d) Grantor's failure to promptly pay when due the indebtedness secured hereby, or any part thereof and such failure continues for a period of thirty (30) days after written notice of such failure is given by Beneficiary to Grantor; or Grantor's failure to keep and perform any of the covenants (other than the failure to pay the indebtedness) or agreements contained herein or in any of the other Loan Documents within thirty (30) days after written notice of such failure is given by Beneficiary to Grantor. (e) ,Beneficiary's discovery that any statement, representation or warranty the Note, this Deed of Trust or the other Loan Documents, or in any other writing delivered to Beneficiary in connection with the indebtedness secured hereby is false, misleading or erroneous in any material respect. (f) If Grantor, or any person liable for the indebtedness secured hereby, or any part thereof, including any guarantor of or surety for the performance of any obligation hereunder, (i) files a voluntary petition in bankruptcy; (ii) makes an assignment for the benefit of any creditor; (iii) suffers an order for relief in bankruptcy to be entered against it; (iv) admits in writing its inability to pay its debts generally as they become due; (v) applies for or consents to the appointment of a receiver, trustee, or liquidator of Grantor or of any such guarantor or surety or of all or a substantial part of its assets; (vi) takes advantage of or seeks any relief under any bankruptcy, reorganization, debtor's relief or other insolvency law now or hereafter existing; (vii) files an answer admitting the material allegations of, or consenting to, or defaulting in, a petition against Grantor or any such guarantor or surety, in any bankruptcy, reorganization, or other insolvency proceedings; or (viii) institutes or voluntarily is or becomes a party to any other judicial proceedings intended to effect a discharge of the debts of Grantor or of any guarantor or surety, in whole or in part, or to effect a postponement of the maturity or the collection thereof, or to effect a suspension of any of the rights or powers of Beneficiary granted in the Note, this Deed of Trust or in any other instrument evidencing or securing the indebtedness secured hereby. • • V - (g) If an order, judgment or decree shall be entered by any court of competent jurisdiction appointing a receiver, trustee or liquidator of Grantor or of any guarantor or surety or of all or any substantial part of the assets of Grantor or of any such guarantor or surety; or if T: \Idld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 13 of 33 Grantor or any guarantor or surety shall fail to pay any money judgment against it within thirty (30) days after any such judgment becomes final and non - appealable. (h) If Grantor or any such guarantor or surety shall fail to have discharged any attachments, sequestration, or similar proceedings against any assets of Grantor or of any guarantor or surety which remains undischarged and unstayed for a period of thirty (30) consecutive days; or if the Mortgaged Property is placed under control or in the custody of any court, or if Grantor abandons any of the Mortgaged Property. (i) Grantor's execution or delivery of any pledge, security agreement, mortgage or deed of trust covering all or any portion of the Mortgaged Property ( "Subordinate Mortgage ") without the prior written consent of Beneficiary (which consent may be withheld). In the event of consent by Beneficiary to the foregoing or in the event the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable by the provisions of any applicable law, Grantor will not execute or deliver any Subordinate Mortgage unless there shall have been delivered to Beneficiary not less than ten (10) days prior to the date thereof a copy thereof which shall contain express covenants to the effect: (i) That the Subordinate Mortgage is in all respects unconditionally subject and subordinate to the lien, security interest and assignment evidenced by this Deed of Trust and each term and provision hereof; (ii) That if any action or proceeding ' shall be instituted to foreclose the Subordinate Mortgage (regardless of whether . the same is a judicial proceeding or pursuant to a power of sale contained therein), no tenant of any portion of the ' Mortgaged Property will be named as a party defendant, nor will any action be taken with respect to the Mortgaged Property which would terminate any occupancy or tenancy of the Mortgaged Property without the prior written consent of Beneficiary; (iii) That all of the rents, royalties (including, but not limited to, royalties arising out of the sale of oil, gas, and any other minerals produced from the Mortgaged Property, or any properties pooled with the Mortgaged Property), issues, profits, revenue, income and other benefits derived from the Mortgaged Property or arising from the use or enjoyment of any portion thereof or from any lease or agreement pertaining thereto, if collected through a receiver or by the holder of the Subordinate Mortgage, shall be applied first to the obligations secured by this Deed of Trust, including principal and interest due and owing on or to become due and owing on the Note and the Other Indebtedness secured hereby and then to the payment of maintenance, operating charges, taxes, assessments, and disbursements incurred in connection with the ownership, operating and maintenance of the Mortgaged Property; and (iv) That if any action or proceeding shall be brought,to;foreclose the Subordinate' Mortgage, written notice of the commencement thereof will 'be given to Beneficiary contemporaneously with the commencement of such action or proceeding. (j) The liquidation, termination, dissolution, merger, consolidation or failure to maintain good standing in the State of Texas (or in the case of an individual, the death or legal incapacity) T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 14 of 33 of the owner of the Mortgaged Property or any person obligated to pay any part of the secured indebtedness. (k) The liens, mortgages or security interests of Beneficiary in any of the Mortgaged Property become unenforceable in whole or in part, or cease to be of the priority herein required, or the validity .or enforceability thereof, in whole or in part, shall be challenged or denied by Grantor or any perscnrrobligated to pay any part of the secured indebtedness. (I) If the ownership of any of the Mortgaged Property is forfeited or otherwise transferred to any governmental agency under a federal or state law for which forfeiture of property is a potential penalty or remedy. (m) A default or event of default occurs under any other documents executed as security for or in connection with the Note or under any other documents evidencing a loan or indebtedness owed by Grantor to Beneficiary or any other agency of the State of Texas, and the same is not remedied within the applicable period for curing such default (if any). (n) Any portion of the surface of the Mortgaged Property is disturbed or otherwise used by any person in connection with the exploration for or production of any oil, gas or other minerals without the prior written consent of Beneficiary. (o) If Grantor, without Beneficiary's consent, (i) seeks or acquiesces in a zoning reclassification, zoning. variance or special exception to zoning of all or any portion of the Mortgaged Property, (ii) grants or consents to any easement, dedication, plat, or restriction (or allows any easement to become enforceable by prescription), (iii) seeks or acquiesces to any imposition of any addition of Governmental Requirements or any amendment or modification thereof, covering all or any portion of the Mortgaged Property. 4.02 Remedies. Upon the occurrence of any Event of Default, Beneficiary, at its sole option, may declare the Note and all Other Indebtedness secured hereby immediately due and payable and/or may pursue any rights and remedies it may have hereunder or at law or in equity. ARTICLE V Nonjudicial Foreclosure and Sale 5.01 Trustee's Sale. Upon an Event of Default, Grantor authorizes and empowers the Trustee, at the request of Beneficiary, at any time during the continuance of any default, to sell all or any portion of the Mortgaged Property, at public auction, to the highest bidder, for cash or for credit against the indebtedness secured hereby if Beneficiary is the highest bidder, at the county court house of the county in Texas in which such Mortgaged Property or any part thereof is situated, as herein described, in the area designated by the commissioners court for such purpose pursuant to a recordation of such designation in the real property records of such county, or if no such recorded designation by the commissioners court has been made, in the area at the county court house designated in the notice of proposed sale posted, filed and served in accordance with the further provisions of this paragraph, between the hours of 10:00 o'clock T: \Idld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 15 of 33 A.M. and 4:00 o'clock P.M. on the first Tuesday of any month. The Trustee shall give notice of the time, place and terms of said sale, and of the property to be sold, as follows: Notice of such proposed sale shall be given by posting written notice thereof at least twenty -one (21) days preceding the date of the sale at the court house door, and by filing a copy of the,Notice in the office of the county clerk of the county in which the sale is to be made, and if the property to be sold is situated in more than one county, one notice shall be posted at the court house door and filed with the county clerk of each county in which the property to be sold is situated. In addition, Beneficiary shall, at least twenty -one (21) days preceding the date of sale, serve written notice of the proposed sale by certified mail on each debtor obligated to pay the debt secured hereby according to the records of beneficiary. Service of such notice shall be completed upon deposit of the notice, enclosed in a postpaid wrapper, properly addressed to such debtor at the most recent address as shown by the records of Beneficiary, in a post office or official depository under the care and custody of the United States Postal Service. The affidavit of any person having knowledge of the facts to the effect that such service was completed shall be prima facie evidence of the fact of service. Any notice that is required or permitted to be given to Grantor may be addressed to Grantor at Grantor's mailing address. Any notice that is to be given by certified mail to any other debtor may, if no address for such other debtor is shown. by the records of Beneficiary, be addressed to such other debtor at Grantor's mailing address. Notwithstanding the foregoing provisions of this paragraph, notice of such sale given in accordance with the requiremet<ts of the applicable law of the State of Texas in effect at the time of such sale shall constitute- sufficient notice of such sale. Grantor hereby authorizes and empowers the Trustee to sell all or any portion of the Mortgaged Property, together or in lots or parcels, as the Trustee may deem expedient, and to execute and deliver to the purchaser or purchasers of such property, good and sufficient deeds of conveyance of fee simple title with covenants of general warranty made on behalf of the Grantor. In no event shall the Trustee be required to exhibit, present or display at any such sale, any of the personalty described herein to be sold at such sale. The Trustee making such sale shall receive the proceeds thereof and shall apply the same as follows: (i) first, he shall pay the reasonable expense of executing this trust including a reasonable Trustee's fee or commission; (ii) second, he shall pay, so far as may be possible, the indebtedness secured hereby, discharging first that portion of the indebtedness arising under the covenants or agreements herein contained and not evidenced by the Note; (iii) third, he shall pay the residue, if any, to the person or persons legally entitled thereto. Payment of the purchase price to the Trustee shall satisfy the obligation of the purchaser at such sale therefore, and such purchaser shall not be bound to look after the application thereof. The sale or sales by the Trustee of less than the whole of the Mortgaged Property shall not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold; and if the proceeds of such sale -or sales of less than the whole of such Mortgaged Property shall be less than the aggregate; of the indebtedness secured hereby and the expense of executing this trust, this Deed of 'trust and the lien, security interest and assignment hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale or sales had been made; provided, however, that Grantor shall never have any right to require the sale or sales of less than the whole of the Mortgaged Property, but Beneficiary shall have the right, at its sole election, to T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 16 of 33 request the Trustee to sell less than the whole of the Mortgaged Property. If default is made hereunder, the holder of the indebtedness or any part thereof on which the payment is delinquent shall have the option to proceed with foreclosure in satisfaction of such item either through judicial proceedings or by directing the Trustee to proceed as if under a full foreclosure, conducting the sale as herein provided without declaring the entire indebtedness secured hereby due, and if sale is made because of default of an installment, or a part of an installment, such sale,. may be made subject to the unmatured part of the Note and Other Indebtedness secured by this Deed of Trust; and it is agreed that such sale, if so made, shall not in any mariner affect the unmatured part of the indebtedness secured by this Deed of Trust, but as to such unmatured part, this Deed of Trust shall remain in full force and effect as though no sale had been made under the provisions of this paragraph. Several sales may be made hereunder without exhausting the right of sale for any unmatured part of the indebtedness secured hereby. 5.02 Successor Trustee. If the Trustee shall die or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary to do so; or if, for any reason, Beneficiary shall prefer to appoint a substitute Trustee to act instead of the Trustee named herein, Beneficiary shall have full power to appoint, by written instrument, a substitute Trustee, and, if necessary, several substitute Trustees in succession, who shall succeed to all the estate, rights, powers, and duties of the original Trustee named herein. Such appointment may be executed by any authorized agent of Beneficiary; and if Beneficiary is a corporation and such appointment is executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer Of the corporation. In the event of an assignment of the interests of Beneficiary under this Deed of Trust, all rights and remedies granted to Beneficiary in this Deed of Trust shall inure to the benefit of, and may be exercised by, the assignee. 5.03 Acts and Statements of Trustee. Grantor hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all statements of fact or other recitals made in any deed of conveyance given by the Trustee, with respect to the identity of Beneficiary, or with respect to the occurrence or existence of any default, or with respect to the acceleration of the maturity of any indebtedness secured hereby, or with respect to the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms, and manner of sale, and receipt, distribution, and application of the money realized therefrom, or with respect to the due and proper appointment of a substitute Trustee, and, without being limited by the fd1 egoing, with respect to any other act or thing having been duly done by the Beneficiary or by the Trustee hereunder, shall be taken by all courts of law and equity as prima facie evidence that the statements or recitals state facts and are without further question to be so accepted, and Grantor hereby ratifies and confirms every act that Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof. 4 � 5.04 Disaffirmance by Purchaser. The purchaser at any trustee's or foreclosure sale hereunder may disaffirm any easement granted, or rental, lease or other contract made, in violation of any provision of this Deed of Trust, and may take immediate possession of the Mortgaged Property free from, and despite the terms of, such grant of easement and rental or T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \interim Construction Deed of Trust v3_cn.doc Page 17 of 33 lease contract, subject to the Protecting Tenants at Foreclosure Act of 2009, Title VII of the Helping Families Save Their Homes Act of 2009 (Public Law 111 -22, §702) and other governmental requirements. 5.05 Beneficiary May Bid. Beneficiary shall have the right to become the purchaser at all sales to enforce this trust, being the highest bidder, and to have the amount of which such property is sold credited on the indebtedness secured hereby which is then owing. ARTICLE VI Hazardous Materials 6.01 Definitions. For the purpose of this Deed of Trust, Grantor, Beneficiary and Trustee agree that, unless the context otherwise specifies or requires, the following terms shall have the meaning herein specified: (a) Hazardous Materials: Any substance the presence of which on the Mortgaged Property is regulated by any Governmental Requirements and Environmental Laws and Regulations, including but not limited to: (i) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), as amended from time to time, and regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) ( "CERCLA" or "SuperFund "), as amended from time to time, and regulations promulgated thereunder; (iii) asbestos; •(iv) polychlorinated bipheny1s; (v) any petroleum -based products; and (vi) underground storage tanks, whether empty, filled or partially. filled with any substance. • (b) Hazardous Materials Contamination: The contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, over or under the Mortgaged Property by Hazardous Materials, or the contamination of the improvements, facilities, soil, ground- water, air or other elements on, over or under any other property as a result of Hazardous Materials at any time (whether before or after the date of this Deed of Trust) emanating from the Mortgaged Property. 6.02 Representations and Warranties. Grantor hereby represents and warrants that to the best of the Grantor's knowledge: (a) No Hazardous Materials are located on the Mortgaged Property or have been released into the environment, or deposited, discharged, placed or disposed of at, on, under or near the Mortgaged Property, or transported to or from the Mortgaged Property. No portion of the Mortgaged Property is being used or, to the best of Grantor's knowledge, has been used at any previous time, for the disposal, storage, treatment, processing, manufacturing or other handling of Hazardous Materials nor is any part of the Mortgaged Property affected by any Hazardous Materials Contamination. (b) No Hazardous Materials are located on property adjoining the Mortgaged Property. No property adjoining the Mortgaged Property has ever been used at any previous T: \Idld \Loan Docs\NSP\Interim Construction Loans \1263 City of Huntsville\Interim Construction Deed of Trust v3_cn.doc Page 18 of 33 time for the disposal, storage, treatment, processing, manufacturing or other handling of Hazardous Materials. No property adjoining the Mortgaged Property is affected by Hazardous Materials Contamination. (c) No asbestos or asbestos containing materials have been installed, used, incorporated into, or disposed of on the Mortgaged Property. (d) No polychlorinated biphenyls or materials containing polychlorinated biphenyls are located on or in the Mortgaged Property, in the form of electrical transformers, fluorescent light fixtures with ballasts, cooling oils, or any other device or form. (e) No underground storage tanks are located on the Mortgaged Property or, to the best of Grantor's knowledge, were previously located on the Mortgaged Property and subsequently removed or filled. (f) No investigation, administrative order, consent order, agreement, litigation or settlement with respect to Hazardous Materials or Hazardous Materials Contamination is proposed, threatened, anticipated or in existence with respect to the Mortgaged Property. The Mortgaged Property and its existing and prior uses comply and at all times have complied with any .applicable Governmental Requirements relating to environmental matters or Hazardous Materials. There is no condition on the Mortgaged Property which is in violation of any applicable Governmental Requirements relating to. Hazardous Materials, and Grantof has received no communication from or on behalf of any Governmental Authority that any ''such condition exists. The Mortgaged Property is not currently on, and to the best of Grantor's knowledge, has never been on, any federal, state or local "Superfimd" or "Superlien" list. • (g) Except for studies, audits, and reports pertaining to the Mortgaged Property which have been made available to Beneficiary, there have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are in the possession of or available to Grantor in relation to the Mortgaged Property. (h) All representations and warranties contained in this Section 6.02 shall survive the consummation of the transactions contemplated by this Deed of Trust. 6.03 Covenants. Grantor agrees: (a) that Grantor shall not receive, store, dispose or release any Hazardous Materials on or to the Mortgaged Property or transport any Hazardous Materials to or from the Mortgaged Property or permit the existence of any Hazardous Materials Contamination; (b) to give written notice to Beneficiary immediately upon Grantor's acquiring knowledge of the presence of any Hazardous Materials on the Mortgaged Property or of the transport of any Hazardous Materials to or from the Mortgaged Property or of the existence of anz Hazardous Materials Contamination, with a full description thereof; (c) promptly, at Grantor's sole cost and expense, to comply with.any Governmental Requirements requiring the removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide Beneficiary with satisfactory evidence of such compliance; (d) to provide Beneficiary, within thirty (30) days after demand by Beneficiary, with financial assurance evidencing to Beneficiary's satisfaction that the necessary funds are available to pay T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 19 of 33 the cost of removing, treating and disposing of such Hazardous Materials or Hazardous Materials Contamination and discharging any assessments which may be established on the Mortgaged Property as a result thereof; and (e) to insure that all leases, licenses, and agreements of any kind now or hereafter executed which permit any party to occupy, possess, or use in any way the Mortgaged Property or any part thereof, whether written or oral, include an express prohibition on the disposal or discharge of any Hazardous Materials at or affecting the Mortgaged. Property; and a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. 6.04 Liens. Grantor shall not cause or suffer any liens to be recorded against the Mortgaged Property as a consequence of, or in any way related to, the presence, remediation or disposal of Hazardous Materials in or about the Mortgaged Property, including any so- called state, federal or local "Superfund" lien relating to such matters. 6.05 Site Assessments. Beneficiary (by its officers, employees and agents) at any time and from time to time, either prior to or after the occurrence of an Event of Default, may contract for the services of persons (the "Site Reviewers ") to perform environmental site assessments ( "Site Assessments ") on the Mortgaged Property for the purpose of determining whether there exists on the Mortgaged Property any environmental condition which could result in any liability, cost or expense to the owner, occupier or operator of such Mortgaged Property arising under any Governmental Requirements relating to Hazardous Materials. The Site Assessments may be performed at any time or times, upon reasonable notice, and under reasonable .conditions established by Grantor which do not impede the performance of the" Site Assessment. The Site Reviewers are -hereby authorized to enter upon the Mortgaged Property for such purposes. The Site Reviewers are further authorized to perform both above and below - ground testing for environmental damage or the presence of Hazardous Materials or Hazardous Materials Contamination on the Mortgaged Property and such other tests on the Mortgaged Property as may be necessary to conduct the Site Assessments in the reasonable opinion of the Site Reviewers. Grantor will supply to the Site Reviewers such historical and operational information regarding the Mortgaged Property as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments and will make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. On request, Beneficiary shall make the results of such Site Assessments fully available to Grantor, which (prior to an Event of Default) may at its election participate under reasonable procedures in the direction of such Site Assessments and the description of tasks of the Site Reviewers. The cost of performing such Site Assessments shall be paid by Grantor upon demand of Beneficiary and any such obligations shall be indebtedness secured by this Deed of Trust. 6.06 INDEMNIFICATION GRANTOR SHALL AT ALL TIMES RETAIN ANY AND ALL LIABILITIES ARISING FROM THE PRESENCE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION, REMOVAL OR DISPOSAL OF HAZARDOUS MATERIALS" ON THE MORTGAGED PROPERTY. REGARDLESS OF WHETHER ANY SITE ASSESSMENTS ARE CONDUCTED HEREUNDER, AND REGARDLESS OF WHETHER ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 4.01 OF THIS DEED OF TRUST) SHALL HAVE OCCURRED AND BE CONTINUING OR ANY REMEDIES IN RESPECT TO THE MORTGAGED PROPERTY ARE EXERCISED BY T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 20 of 33 BENEFICIARY, GRANTOR SHALL, TO THE EXTENT AUHORIZED BY LAW AND SUBJECT TO FUNDS LEGALLY AVAILABLE FOR THE PURPOSE, DEFEND, INDEMNIFY AND HOLD HARMLESS BENEFICIARY AND TRUSTEE (AND ANY SUCCESSOR TO THE TRUSTEE) FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), SUITS, ACTIONS, CLAIMS, DEMANDS, PENALTIES, DAMAGES (INCLUDING,' WITHOUT LIMITATION; LOST PROFITS, CONSEQUENTIAL DAMAGES, INTEREST, PENALTIES, FINES ANA MONETARY SANCTIONS), LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND REMEDIAL COSTS) (THE FOREGOING ARE HEREINAFTER COLLECTIVELY REFERRED TO AS "LIABILITIES ") WHICH MAY NOW OR IN THE FUTURE (WHETHER BEFORE OR AFTER THE CULMINATION OF THE TRANSACTIONS CONTEMPLATED BY. THIS DEED OF TRUST) BE INCURRED OR SUFFERED BY BENEFICIARY OR TRUSTEE (OR ANY SUCCESSOR TO THE TRUSTEE) BY REASON OF, RESULTING FROM, IN CONNECTION WITH, OR ARISING IN ANY MANNER WHATSOEVER OUT OF THE BREACH OF ANY WARRANTY OR COVENANT OR THE INACCURACY OF ANY REPRESENTATION OF GRANTOR CONTAINED OR REFERRED TO IN THIS ARTICLE VI OR IN ANY LOAN AGREEMENT MADE AND ENTERED INTO BETWEEN GRANTOR AND BENEFICIARY RELATING TO THE MORTGAGED. PROPERTY OR WHICH MAY BE ASSERTED AS A DIRECT OR INDIRECT RESULT OF THE PRESENCE ON OR UNDER, OR ESCAPE, SEEPAGE, LEAKAGE, SPILLAGE, DISCHARGE, EMISSION OR RELEASE FROM THE - MORTGAGED PROPERTY OF ANY HAZARDOUS MATERIALS OR ANY HAZARDOUS MATERIALS .CONTAMINATION OR ARISE OUT OF OR RESULT FROM THE ENVIRONMENTAL CONDITION OF THE MORTGAGED PROPERTY OR TfIE APPLICABILITY OF ANY GOVERNMENTAL REQUIREMENTS RELATING TO HAZARDOUS MATERIALS. SUCH LIABILITIES SHALL INCLUDE, WITHOUT LIMITATION: (I) INJURY OR DEATH TO ANY PERSON; (II) DAMAGE TO OR LOSS OF THE USE OF ANY PROPERTY; (III) THE COST OF ANY DEMOLITION AND REBUILDING OF ANY IMPROVEMENTS NOW OR HEREAFTER SITUATED ON THE MORTGAGED PROPERTY OR ADJACENT PROPERTY, AND THE COST OF ANY REPAIR OR REMEDIATION OF ANY SUCH IMPROVEMENTS; (IV) THE COST OF ANY ACTIVITY REQUIRED BY ANY GOVERNMENTAL AUTHORITY; (V) ANY LAWSUIT BROUGHT, GOOD FAITH SETTLEMENT REACHED, OR GOVERNMENTAL ORDER RELATING TO THE PRESENCE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS, ON, FROM OR UNDER THE MORTGAGED PROPERTY; AND (VI) THE IMPOSITION OF ANY LIENS ON THE MORTGAGED PROPERTY ARISING FROM THE ACTIVITY OF GRANTOR OR GRANTOR'S PREDECESSORS IN INTEREST ON THE MORTGAGED PROPERTY OR FROM THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE MORTGAGED PROPERTY OR HAZARDOUS MATERIALS CONTAMINATION. THE COVENANTS, WARRANTIES, AGREEMENTS AND INDEMNIFICATIONS CONTAINED IN THIS ARTICLE VI SHALL SURVIVE THE T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 21 of 33 CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS DEED OF TRUST. 6.07 Right of Entry. Beneficiary shall have the right but not the obligation, without in any way limiting Beneficiary's other rights and remedies under this Deed of Trust, to enter onto the Mortgaged Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any Hazardous Materials or Hazardous Materials Contamination on or under the Mortgaged Property following receipt of any notice from any person or entity asserting the existence of any Hazardous Materials or Hazardous Materials Contamination pertaining to the Mortgaged Property, or any part thereof which, if true, could result in an order, notice, suit, imposition of a lien on the Mortgaged Property, or other action, and/or which, in Beneficiary's sole opinion, could jeopardize Beneficiary's security upon this Deed of Trust. All costs and expenses paid or incurred by Beneficiary in the exercise of any such rights shall be indebtedness secured by this Deed of Trust and shall be payable by Grantor upon demand. ARTICLE VII Additional Provisions 7.01 Rights of Ueneliciarv. If any of the indebtedness hereby secured shall become due and payable, Trustee or Beneficiary shall have the right and power to proceed by a suit or suits in equity or at law, whether for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for any foreclosure hereunder or for the sale of the Mortgaged.Property under the judgment or decree of any court or courts of competent jurisdiction or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Mortgaged Property under the order of a court or courts of competent jurisdiction or under executory or other legal process, or for the enforcement of any other appropriate legal or equitable remedy. Grantor agrees, to the full extent that it lawfully may, that in case one or more of the Events of Default hereunder shall have occurred and shall not have been remedied, then, and in every such case, the Beneficiary shall have the right and power to enter into and upon and take possession of all or any part of the Mortgaged Property in the possession of the Grantor, its successors or assigns, or its or their agents or servants, and may exclude Grantor, its successors or assigns, and all persons claiming under Grantor, and its or their agents or servants, wholly or partly therefrom; and, holding the same, the Beneficiary may use, administer, manage, operate and control the Mortgaged Property and conduct the business thereof to the same extent as Grantor, its successors or assigns, might at the time do and may exercise all rights and powers of Grantor, in the name, place and stead of Grantor, or otherwise as the Beneficiary shall deem best; and in the exercise of any of the foregoing rights and powers Beneficiary shall not be liable to Grantor for any loss or damage thereby sustained. 7.02 The Lien: •Any part of the Mortgaged Property may be released by the Beneficiary without affecting the lien, security interest and assignment hereof against the remainder. The lien, security interest and other rights granted hereby shall not affect or be affected by any other security taken for the same indebtedness or any part thereof. The taking of additional security, or the extension or renewal of the indebtedness secured hereby or any part thereof, shall not release or impair the lien, security interest and other rights granted hereby, or affect the liability of any T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 22 of 33 endorser, guarantor or surety, or improve the right of any permitted junior lienholder; and this Deed of Trust, as well as any instrument given to secure any renewal or extension of the indebtedness secured hereby, or any part thereof, shall be and remain a first and prior lien, except as otherwise provided herein on all of the Mortgaged Property not expressly released until the indebtedness secured hereby is completely paid. 7.03 Waiver. To the extent that Grantor may lawfully do so, Grantor agrees that Grantor shall not assert and hereby expressly waives, any right under any statute or rule of law pertaining to the marshalling of assets, the exemption of homestead, the administration of estates of decedents, or other matter whatever to defeat, reduce or affect the right of Beneficiary, under the terms of this Deed of Trust, to sell the Mortgaged Property for the collection of the indebtedness secured hereby (without any prior or different resort for collection) or the right of Beneficiary, under the terms of this Deed of Trust, to the payment of such indebtedness out of the proceeds of sale of the Mortgaged Property in preference to every other person and claimant whatever (only reasonable expenses of such sale being first deducted). No provision of this Deed of Trust or any other document securing or pertaining to the Note shall be construed to impose on Beneficiary any duty to sell the Mortgaged Property or any other collateral for the Note for collection of the indebtedness secured by this Deed of Trust or to pursue any other remedy in Beneficiary's power whatsoever. Grantor expressly waives and relinquishes any right or remedy which it may have .or be able to assert by reason Of the provisions of Chapter 34 of the Business and Commerce Code of the State of Texas, pertaining to the rights and remedies of sureties. To the full extent permitted by applicable law, Grantor.waives any right to require Beneficiary to use diligence in collection of any indebtedness secured by this Deed of Trust, to proceed against or exhaust any security or collateral for the loan evidenced by the Note, to mitigate Beneficiary's damages in '`cdnnection with the loan evidenced by the Nate, or to pursue any other remedy in Beneficiary's power whatsoever. 7.04 Subrogation. To the extent that proceeds of the Note are used to pay an outstanding lien, charge or encumbrance against or affecting the Mortgaged Property, such proceeds have been advanced by Beneficiary at Grantor's request, and Beneficiary shall be subrogated to all rights, interests and liens owned or held by any owner or holder of such outstanding liens, charges and encumbrances, irrespective of whether such liens, charges or encumbrances are released of record. 7.05 Limitation on Interest. All agreements between Grantor and Beneficiary, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever shall the amount paid, or agreed to be paid, to Beneficiary for the use, forbearance, or detention of the money to be loaned pursuant to the Note or otherwise, or for the performance or payment of any covenant or obligation contained herein, exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever F . fulfillr ent of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstance Beneficiary shall ever receive as interest under such Note or this Deed of Trust or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing under the Note or on account of T: \Idld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 23 of 33 the Other Indebtedness secured hereby and not to the payment of interest or if such excessive interest exceeds the unpaid balance of principal of the Note and such Other Indebtedness, such excess shall be refunded to Grantor, or to the maker of the Note or other evidence of indebtedness if other than Grantor. All sums paid or agreed to be paid to Beneficiary for the use, forbearance, or detention of the indebtedness secured hereby shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spreftd throughout the _ftdli -term -©Vsuch indebtedness until payment in full so that the actual -rate of interest on account of .stich indebtedness is uniform throughout the term thereof. The terms and provisions of this Section shall control and supersede every other provision of all agreements between Grantor, the maker of the Note or other evidence of indebtedness if other than Grantor, and Beneficiary. 7.06 Waiver and Invalidity. No waiver of any default on the part of Grantor or breach of any of the provisions of this Deed of Trust or of any other instrument executed in connection with the indebtedness secured hereby shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers herein granted shall be construed as a waiver of such rights and powers, and likewise no exercise or enforcement of any rights or powers hereunder shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time. If any provision of this Deed of Trust is held to be illegal, invalid, or unenforceable under present or future laws effective while this Deed of Trust is.in. effect, the legality, validity, and enforceability of the remaining provisions of this Deed of.Trust shall not be affected thereby, and in lieu of each such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Deed of Trust tprovision as similar in terms to such illegal, invalid, or unenfoicealile provision as may be possible and be legal, valid, and enforceable. If any of the liens, security interest or assignment of rents created by this Deed of Trust shall be invalid or unenforceable, the unsecured portion of the indebtedness secured hereby shall be completely paid prior to the payment of the remaining and secured portion of such indebtedness and all payments made on account of such indebtedness shall be considered to have been paid on and applied first to the complete payment of the unsecured portion of such indebtedness. 7.07 Tenancy at Will. In the event of a trustee's sale hereunder and if at the time of such sale the Grantor occupies the portion of the Mortgaged Property so sold, or any part thereof, Grantor shall immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either tenant or landlord, at a reasonable rental per day based upon the value of the portion of the Mortgaged Property so occupied, such rental to be due and payable daily to the purchaser. An action of forcible detainer shall lie if the tenant holds over after a demand in writing for possession of such Mortgaged Property and premises; and this agreement and any trustee's deed shall constitute a lease and agreement under which the tenant's possession, each and all, arose and continued. 7.08 Security Agreement. With respect to any portion of the Mortgaged Property which constiti te's personll property or fixtures govern 'd by the Uniform Commercial Code of the State of Texas (hereinafter called the "Code "), this Deed- of Trust shall constitute a security agreement between Grantor as the Debtor and Beneficiary as the Secured Party, and Grantor hereby grants to Beneficiary a security interest in such portion of the Mortgaged Property. Cumulative of all other rights of Beneficiary hereunder, Beneficiary shall have all of the rights conferred upon T: \Idld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 24 of 33 secured parties by the Code. Grantor will execute and deliver to Beneficiary all financing statements that may from time to time be required by Beneficiary to establish and maintain the validity and priority of the security interest of Beneficiary, or any modification thereof, and all costs and expenses of any searches reasonably required by Beneficiary. Beneficiary may exercise any or all of the remedies of a secured party available to it under the Code with respect to such property, and it is expressly agreed that if upon default Beneficiary should prticeed'to dispose of such property in accordance with the provisions ' of the Code, then (10) days' notice by Beneficiary to Grantor shall be deemed to be reasonable notice under any provision of the Code requiring such notice; provided, however, that Beneficiary may at its option dispose of such property in accordance with Beneficiary's rights and remedies with respect to the real property pursuant to the provisions of this Deed of Trust, in lieu of proceeding under the Code. 7.09 Changes in Grantor's Identity. Grantor shall give advance notice in 'writing to Beneficiary of any proposed change in Grantor's name, address, identity, or corporate structure and will execute and deliver to Beneficiary, prior to or concurrently with the occurrence of any such change, all additional financing statements that Beneficiary may require to establish and maintain the validity and priority of Beneficiary's security interest with respect to any Mortgaged Property described or referred to herein. 7.10 Fixtures. Some of the items of Mortgaged Property described herein are goods that are or are to become fixtures related to the real estate described herein, and it is intended that as to those goods, this Deed -Of Trust shall be effective as a-financing statement filed as a fixture filing from the date of its filing for record in the real estate- records of the county in which the Mortgaged Property is situated. Information concerning the security interest created by this instrument may be obtained from Beneficiary, as secured. party; at the address. of Beneficiary stated above. The mailing address of the Grantor, as debtor, is as stated in Section 1.02. 7.11 NSP Subrecipient Activity Report. Until all NSP requirements are met, the NSP Subrecipient Activity Report shall be submitted monthly. Thereafter, the NSP Subrecipient Activity Report shall be submitted quarterly. The Beneficiary shall determine whether all NSP obligation requirements have been met and may amend this rule from time to time or as needed. 7.12 Applicable Law. All references in this Deed of Trust to the "law" or to "lawful rate" shall be construed to be the laws of the State of Texas and the United States, whichever is applicable. "Applicable. law" as used herein means (a) the law pertaining to maximum rates of interest that is now in effect, and (b) any law that comes into effect at any time in the future allowing a higher maximum rate than the law now in effect. 7.13 Binding Effect. The covenants herein contained shall bind, and the benefits and advantages shall. inure to, the . respective heirs, executors, administrators, personal representatives, successors and assigns of the parties., hereto, and to any substitute Trustee. Whenever used, the singular number shall include the plural and the singular, and the use of any gender shall be applicable to all genders. The duties, covenants, conditions, obligations and warranties of Grantor in this Deed of Trust shall be joint and several obligations of Grantor and each Grantor if more than one, and Grantor's heirs, personal representatives, successors and assigns. Each party who executes this Deed of Trust (other than Beneficiary), and each T: \Idid\Loan Docs \NSP\Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 25 of 33 subsequent owner of the Mortgaged Property, or any part thereof, covenants and agrees that it will perform, or cause to be performed, each condition, term, provision, and covenant of this Deed of Trust. 7.14 Right to Inspect. Beneficiary shall have at all times a right of access to and upon the Mortgaged Property for purposes of it►apeetion and; at Beneftciary's; dption, for purposes of performing any obligations required of Grantor hereunder. 7.15 Notices. All notices, requests, consents, demands and other communications required or which any part desires to give hereunder shall be in writing. Notice will be deemed effective upon deposit in the United States mail, postage prepaid, by certified mail, return receipt requested, addressed to the party to whom directed at the addresses specified in Article I of this Deed of Trust (unless changed by notice in writing given by the particular party whose address is to be changed). Notice given in any other manner shall be deemed effective only if and when received by the party to be notified. Provided, however, service of a notice required by Texas Property Code Section 51.002, as amended, shall be considered complete when the requirements of that statute are met. Notwithstanding the foregoing, no notice of change of address shall be effective except upon receipt. This section shall not be construed in any way to affect or impair any waiver of notice or demand provided in the Note or any other instrument securing the Note -or to require giving of notice or demand to or upon any person in any situation or for any reason. 7.16 Assignment of Rents. All of the rents, .royalties (including, but not limited to, royalties arising out of the sale of oil; gas, and any other minerals produced from the Mortgaged Property, or any properties pooled. with the Mortgaged Property), issues, profits, revenue, income and other benefits derived from the Mortgaged Property or arising from. the use .or enjoyment of any portion thereof or from any lease or agreement pertaining thereto (hereinafter called the "Rents and Profits ") are hereby assigned, transferred, conveyed and set over to Beneficiary as security for (i) payment of the principal and interest and all other sums payable on the Note, (ii) payment of any Other Indebtedness secured hereby and (iii) the performance and discharge of each and every obligation, covenant and agreement of Grantor set forth herein or in the Note or in any other instrument securing payment of the Note. Prior to the occurrence of any Event of Default hereunder, Grantor shall collect and receive all Rents and Profits, and Grantor shall apply the funds so collected first to the payment of the principal and interest and all other sums payable on the Note and in payment of all Other Indebtedness secured hereby and thereafter, so long as no Event of Default hereunder has occurred, the balance shall be distributed to the account of Grantor. Grantor will not (i) execute an assignment of any of its right, title or interest in the Rents and Profits, or (ii) except in the ordinary course of business, including but not limited to where the lessee is in default thereunder, terminate or consent to the cancellation or surrender of any lease of the Mortgaged Property or any part thereof, now or hereafter existing having an unexpired term of one year or more except that any lease may be canceled, provided that promptly after the cancellation or surrender thereof a new lease is entered into with a new lessee having a credit standing, iri the judgment of Beneficiary,, at least equivalent to that of the lessee whose lease was canceled, on substantially the same terms as the terminated or canceled lease, or (iii) except in the ordinary course of business, modify any lease of the Mortgaged Property or any part thereof so as to shorten the unexpired term thereof or so as to decrease any amount of the rent payable thereunder, or (iv) accept prepayments of any installments of rent to become due T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 26 of 33 under any of such leases in excess of one month, except prepayments in the nature of security for the performance of the lessee thereunder, or (v) in any other manner impair the value of the Mortgaged Property or the security of this Deed of Trust. Upon an Event of Default in the payment of the Note or any Other Indebtedness secured hereby, Beneficiary may, at its option, and without notice to Grantor receive and collect all Rents and Profits. Effective upon such Event of Default and 'for the faregoing purpose Graittor=hag irrevocably made, constituted and appointed, and by these presents-does irrevocably make, constitute and appoint Beneficiary as its true and lawful attorney for it and in its name, place and stead to receive and collect the Rents and Profits, compromise and settle all claims therefore, and execute, deliver, cancel, modify and to release any and all leases and lessees, giving and granting unto Beneficiary full power and authority to do and perform all and every act and thing whatsoever, requisite and necessary to be done in connection therewith, as fully, to all intents and purposes, as Grantor might or could do if personally present and also giving and granting unto Beneficiary full power to substitute one or more attorney or attorneys under it, concerning such matters. Default shall be presumed upon Beneficiary's filing with the County Clerk of the County in which the Mortgaged Property is located of an affidavit to the effect that an Event of Default has occurred hereunder and all persons dealing with Beneficiary may rely upon such affidavit. Grantor agrees that all persons dealing with Beneficiary and its substitutes that this power of attorney shall remain effective for so long as there is an Event of Default under the terms hereof. Grantor agrees to indemnify and hold Beneficiary and its substitutes. harmless from any and. ,alj, liability, arising out of Beneficiary's or its substitutes' acts pursuant to the authority herein granted to 'the extent allowed by law. This power of attorney is one coupled with an interest. 7.17 Construction Mortgage. This Deed of Trust constitutes •a "Construction Mortgage" as defined in the • Texas Business. and Commerce Code and secures an- obligation incurred for the construction of improvements on the Real Property described herein. 7.18 Loan Agreement. It is understood and agreed that all or a portion of the funds to be advanced under the Note are to be used in the construction or Rehabilitation of the Project in accordance with the NSP Construction Loan Agreement dated on even date herewith made by and between Grantor (Borrower in Loan Agreement or the Maker of the Note if different from Grantor) and Beneficiary (Lender in Loan Agreement), which said Loan Agreement is incorporated herein by reference to the same extent and effect as if fully set forth herein and made a part hereof. This Deed of Trust secures the payment of all sums and the performance of all covenants required by Grantor (or the Maker of the Note if different from Grantor) under the Loan Agreement, and upon the failure of Grantor (or the maker of the Note if different from Grantor) to keep and perform all the covenants, conditions and agreements of the Loan Agreement, the indebtedness secured hereby shall, at the option of Beneficiary, become due and payable, anything herein contained to the contrary notwithstanding. 7.19 Attorney in Fact. Grantor has irrevocably made, constituted and appointed, and by these presents does irrevocably make, constitute and 'Appoint Beneficiary; its tru and lawful attorney, for it and in its name, place and stead in the Event of Default to contract for the sale of and convey all or any part of the Mortgaged Property, giving and granting unto Beneficiary full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection therewith, as fully, to all intents and purposes, as Grantor T: \Idid \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 27 of 33 might or could do if personally present and also giving and granting unto Beneficiary full power to substitute one or more attorneys under it, in or concerning such matters. Grantor agrees that this power of attorney shall be effective upon an Event of Default in the payment of the Note or under any instrument executed as security therefore, and Grantor agrees and represents to those dealing with Beneficiary, and its substitute or substitutes, that this power of attorney shall be effective upon Beneficiary's filing with the Cbunty Clerk of the county in which the Mortgaged Property is situated, an affidavit to the effect that an Event of Default has occurred under the terms of the Note or any instruments executed as security therefore and such persons may rely upon Beneficiary's representation with regard to the continuation of such default, Grantor agrees with all persons dealing with Beneficiary, its substitute and substitutes that this power of attorney shall remain effective for so long as there is an Event of Default under the terms of the Note or any instruments executed as security therefore, an further agrees with such persons that they may rely upon the representations of Beneficiary, its substitute and substitutes, with regard to the continuation of such default. TO THE EXTENT AUTHORIZED BY LAW AND SUBJECT TO THE LIMITATIONS CONTAINED HEREIN, AND FUNDS LEGALLY AVAILABLE FOR THE PURPORSE, GRANTOR AGREES TO INDEMNIFY AND HOLD BENEFICIARY AND ITS SUBSTITUTES HARMLESS FROM ANY AND ALL LIABILITY ARISING OUT OF BENEFICIARY'S OR ITS SUBSTITUTES' ACTS PURSUANT TO THE AUTHORITY HEREIN GRANTED TO THE EXTENT ALLOWED BY LAW. THIS POWER OF ATTORNEY.IS ONE COUPLED WITH AN INTEREST. 7.20 Covenants Running with the Land. All of the covenants; conditions, warranties, representations and other obligations made or undertaken by Grantor contained in this Deed of Trust and the other Loan Documents are intended by Grantor, Beneficiary, and Trustee to be, and shall be construed as, covenants running with the Mortgaged. Property until the lien of this .Deed of Trust has been fully released by Beneficiary. 7.21 Foreclosure. If the Mortgaged Property becomes the subject of a foreclosure proceeding that results in the sale of part or all of the Mortgaged Property, all sums in excess of those paid to superior lien holders shall be paid to Beneficiary to apply to the outstanding balance under the Note. If there are insufficient funds to pay off the Note secured herein, Beneficiary may in its own discretion waive the payment of any or all of the outstanding loan balance under the Note. 7.22 Non - Recourse. Notwithstanding anything herein to the contrary, Beneficiary shall have no recourse against Grantor, nor against any guarantor, if any, for payment and performance of all of the obligations, covenants and agreements of Grantor under the Note and the documents securing same including, but not limited to this Deed of Trust (said documents hereafter collectively called "Security Documents "), except to the full extent of all of the Mortgaged Property which constitutes security for the Note. If default occurs in the timely and proper payment of any portion of such indebtedness or in the timely performance of any of such obligations,. agreement or covenants, any judicial proceedings brought by. Beneficiary against Grantor or any guarantor shall be limited td the protectidn and preservati>Qn• of tie Mortgaged Property, the preservation, enforcement and foreclosure . of the liens, mortgages, assignments, rights and security interests now or at any time hereafter securing the payment of the Note, and enforcement and collection of obligations, covenants and indebtedness for which Grantor and any guarantors remain liable as provided in this paragraph. If there is a foreclosure of any such T: \ldld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 28 of 33 liens, mortgages, assignments, rights, and security interests securing the payment of the Note, by power of sale or otherwise, no judgment for any deficiency upon such indebtedness shall be sought or obtained by Beneficiary against Grantor. Notwithstanding the foregoing provisions of this paragraph or any other agreement, Beneficiary shall have full recourse against Grantor and all guarantors, .if any, for: (a) fraud or, misrepresentation by Grantor or any guarantor in connection With the transaction's- hetein'oontemplated; (b) failure to pay taxes, assessments, charges for 'labor' or materials or other charges that can create liens on any portion of the Mortgaged Property; (c) the misapplication of (i) proceeds of insurance covering any portion of the Mortgaged Property, or (ii) proceeds of the sale or condemnation of any portion of the Mortgaged Property, or (iii) rentals received by or on behalf of Grantor subsequent to the date on which Beneficiary gives written notice of the posting of foreclosure notices, (d) failure to prevent waste to the Mortgaged Property unless Beneficiary is compensated therefore by insurance proceeds collected by Grantor; (e) the return to Beneficiary of all unearned advance rentals and security deposits paid by tenants of the Mortgaged Property and not refunded to or forfeited by such tenants, (f) the return of, or reimbursement for, all personalty taken from the Mortgaged Property by or on behalf of Grantor, (g) all court costs and for all attorneys' fees provided for in any instrument governing, securing or pertaining to the payment of the Note; and (h) failure to comply with any indemnification provision or covenants pertaining to environmental matters contained in the Security Documents. 7.23 Release. Subject to the following terms, Beneficiary will release the entire Mortgaged Property or individual lots on the Mortgaged Property from all liens securing' the. Note upon closing of a permanent mortgage loan (purchase money) with an Eligible Household utilizing the Financing Mechanisms available under the NSP, *hen applicable: (a) Grantor must not be in default under this Deed of Trust, Loan Agreement or the Note at the time of the request for lot release.. (b) The release must be on a form approved by Beneficiary that is prepared and recorded at Grantor's expense. (c) The purchase price of Mortgaged Property to the Eligible Household shall be the lesser of one the following amounts: (1) the cost to acquire and construct or rehabilitate the Project to a decent, safe, and habitable condition; or (2) one hundred percent (100 %) of the appraised value after rehabilitation or construction. In no instance shall the purchase price of the Mortgaged Property to the Eligible Household exceed either of the amounts set out in this section 7.23(c.) (d) The constructed or rehabilitated single family dwelling must be made available for sale to Eligible Households within twelve (12) months from the date of acquisition under the NOFA or from completion of Rehabilitation under the 'NOFA-R. (e) The lot to be released must be improved with a single - family dwelling completed in a good and workmanlike manner in accordance with plans and specifications approved by Beneficiary and must, at a minimum, meet the Texas Minimum Construction Standards (TMCS) and the NSP Rehabilitation Standards as noted herein, and must incorporate construction T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 29 of 33 requirements imposed for single family affordable housing as cited as Texas Government Code, Section 2306.514, as may be amended from time to time. (f) The lot release price upon closing of the permanent mortgage made to an Eligible Household will be $63,302.00, the full unpaid principal balance of the Note. Upon receipt of paytrient �f the release pride =froth xhe Grantor, Beneficiary shall immediately credit said amount against the principal balance of the Note. As provided herein, Beneficiary may forgive some or all of the lot release price and said amount shall be immediately credited against the principal balance of the Note as stated in sections 7.23(g) and (h) of this Deed of Trust. (g) If Grantor utilizes Financing Mechanisms under NSP and the Eligible Household qualifies, then in lieu of payment of the full lot release price, the Beneficiary may forgive up to $30,000.00 in a deferred forgivable down payment assistance loan from Beneficiary to an Eligible Household whose income exceeds fifty percent (50 %) but is less than one hundred twenty (120 %) of the area median income as defined by NSP for the payment of down payment assistance, reasonable closing costs, principal reductions and gap financing in conjunction with a permanent mortgage loan for the purchase of the single family dwelling from a private mortgage lender to said Eligible Household. The full amount of any partial release price for the Mortgaged Property shall be immediately credited against the principal balance of the Note upon receipt of the fully, executed .subordinate,. deferred forgivable down payment assistance loan in a form approved by Beneficiary in addition to payment of the remaining balance of the lot release price. (h) If Grantor utilizes Financing Mechanisms under NSP, and the Eligible Household qualifies, then in lieu of payment of the tot release price; Grantor may forgive up to an amount equal to the full unpaid principal balance of the Note :for the Mortgaged Property to a thirty (30) year, zero percent (0 %) interest, fully amortizing permanent mortgage loan from Beneficiary to an Eligible Household whose income does not exceed fifty percent (50 %) of area median income as defined by NSP for the purchase of the single - family dwelling. For an Eligible Household whose income does not exceed fifty percent (50 %) of the area median income as defined by NSP, Grantor, in lieu of payment, may also convert up to $30,000.00 of the unpaid principal balance of the Note per individual lot to a deferred forgivable down payment assistance loan from Beneficiary to said Eligible Household for the payment of principal reductions and gap financing in conjunction with and in addition to the permanent mortgage loan from Beneficiary to said Eligible. The full amount of any partial release price for the Mortgaged Property shall be immediately credited against principal balance of the Note upon receipt of fully, executed permanent mortgage loan documents and, if applicable, hoinebuyer assistance loan documents, in a form approved by Beneficiary. (i) Grantor must provide Beneficiary ten (10) days notice of any requested release.. At the time a release is requested, the party requesting the release must furnish to the holder of the Note a calculation of area by field notes and a plat or ,survey, indicating the area to be released and its relationship to the portion of the Property north -be released and shall provide' ' evidence that the lot is being sold to an Eligible Household by submitting an income certification in a form prescribed by Beneficiary. All expenses incident to the granting of release will be borne by the party requesting the release, including but not limited to the cost of the survey, Beneficiary's attorney's fees, and recording costs. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 30 of 33 7.24 Low and Moderate Income Requirement. It is the intent of Beneficiary and Grantor that 100% of the funds made available under NSP are to be used to meet the low and moderate income requirement established in the Housing and Economic Recovery Act Section 2301 (f)(3)(A)(i) and (ii). The low and moderate income requirement includes individuals and families whose incomes do not exceed 120% bf area median income as defined therein. Such individuals and families will be considered an Eligible Household, as determined by Beneficiary as stated herein or in accordance with any corresponding provision of federal law or provisions of succeeding laws as may be amended from time to time. The determination of whether a purchaser is an Eligible Household shall be made by Beneficiary, in its sole absolute discretion. 7.25 NSP Contract. Each term and provision of this Deed of Trust is expressly subject to the terms and condition of the Neighborhood Stabilization Program Contract Number 77099999126 executed between Office of Rural Affairs established within the Department of Agriculture, a public and official agency of the State of Texas, and Grantor herein, dated to be effective September 1, 2009, in the original amount of $1,050,000.00, as assigned and transferred to Beneficiary by Assignment of Contract on August 30, 2011, and as may be amended from time to time ( "NSP Contract ") which is incorporated herein by reference. The lot or lots securing this loan must be improved with a single family dwelling completed in good and workmanlike manner and sold to an Eligible Household who will maintain the affordability period for rental or homeownership in accordance with the NSP. The terms of the NSP Contract shall govern over any conflicting provision hereof: • 7.26 Due on Transfer - Nonresidential Property. BENEFICIARY MAY DECLARE THE DEBT SECURED BY THIS DEED OF TRUST IMMEDIATELY DUE AND PAYABLE AND INVOKE ANY REMEDIES PROVIDED IN THIS DEED OF TRUST FOR DEFAULT IF GRANTOR TRANSFERS ANY OF THE MORTGAGED PROPERTY TO A PERSON WHO IS NOT A PERMITTED TRANSFEREE WITHOUT BENEFICIARY'S CONSENT. "PERMITTED TRANSFEREE" FOR A NATURAL PERSON MEANS THAT PERSON'S SPOUSE OR CHILDREN, ANY TRUST FOR THAT PERSON'S BENEFIT OR THE BENEFIT OF THE PERSON'S SPOUSE OR CHILDREN, OR ANY CORPORATION, PARTNERSHIP, OR LIMITED LIABILITY COMPANY IN WHICH THE DIRECT AND BENEFICIAL OWNER OF ALL THE EQUITY INTEREST IS A NATURAL PERSON OR THAT PERSON'S SPOUSE OR CHILDREN OR ANY TRUST FOR THE BENEFIT OF THEM; AND THE HEIRS, BENEFICIARIES, EXECUTORS, ADMINISTRATORS, OR PERSONAL REPRESENTATIVES OF A NATURAL PERSON ON THE DEATH OF THAT PERSON OR ON THE INCOMPETENCY OR DISABILITY OF THAT PERSON FOR PURPOSES OF THE PROTECTION AND MANAGEMENT OF THAT PERSON'S. ASSETS; AND FOR A PERSON THAT IS NOT A NATURAL PERSON, ANY OTHER PERSON CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH THAT PERSON. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 31 of 33 7.27 Vendor's Lien. $52,500.00 of the funds to be advanced under the Note secured by this Deed of Trust has been given in payment for reimbursement of the purchase price for the Property and $9,820.00 of the Note secured by this Deed of Trust is for payment of construction costs. The emote. is secured both by this Deed of Trust and an implied or equitable vendor's lien on the Property by operation of law in a Special Warranty Deed executed by Vantium REO Capital Markets, LP, by Acqura Loan Services, Attorney -In -Fact on behalf of said limited partnership, to Grantor herein, dated July, 25, 2011, filed for record 'on August 16, 2011, under Clerk's Document No. 00005463, Volume 991, Page 41 of the Official Public Records of Walker County, Texas (the "Records "). 7.28 Entire Agreement; Amendment. THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions hereof and the other Loan Documents may be amended or waived only by art instrument in writing signed by Grantor and Beneficiary. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 32 of 33 EXECUTED this day of March, 2012. GRANTOR: THE STATE OF TE S COUNTY OF Wathz9 CITY OF HUNTSVILLE, a political subdivision of the State of Texas By: Name: Bilf Baine Title: City Manager This instrument was acknowledged before me on thisocid(" day of ° � , 2012, by Bill Baine, City Manager of City of Huntsville, a political subdivision of the State of Texas, acting on behalf of said political subdivision and in the capacity herein stated. Seal JUDY ANN THORNTON MY COMMISSION EXPIRES August 14, 2014 PREPARED BY: Texas Department of Housing and Community Affairs Legal Services Division P.O. Box 13941 Austin, Texas 78711 -3941 (512) 475 -2574 • Not ublic, Skate of Texas - AFTER RECORDING RETURN TO: Walker County Title Company 1109 University Ave. Huntsville, Texas 77340 Attn: Judy Thorton GF # 201108783 T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Interim Construction Deed of Trust v3_cn.doc Page 33 of 33 Exhibit A Being a 0.179 of an acre (7,812 square feet) tract of land located in the Pleasant Gray League, Abstract 24, Walker County, Texas and being all of Lot 1 of the Oakwood View Subdivision, as recorded in Volume 4, Page 25 of the Map Records of Walker County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a'' /2 -inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10`h Street and the easterly right -of -way line of Avenue 1-1 (based on a width of 75 feet); THENCE, North 01°59°57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a '/2-inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots,1 and 2 to a 1/2-inch iron rod with aluminum cap found in an, easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tract of land conveyed to Omesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52, Page 611 of tlie- Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a 1/2-inch iron rod with aluminum cap found in the northerly right -of -way line of 10`h Street, being the southeast corner of said Lot 1 and the southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of- way line of 10th Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS Rick Perry • �;OVIRNOR www. ldhca. slak. lx. ur March' 2012 VIA OVERNIGHT DELIVERY Judy Thorton Walker County Title Company 1109 University Ave. Huntsville, Texas 77340 BOARD MEMBERS J. Paul Oxcr, Chair 'fom i 1. Gann, Vin (,hair Leslie Bingham- liscarcno Lowell A. Kcig Juan S. Munoz, PhD J. Mark McWattcrs 512 - 475 -2574 Emathconnie.nunley@tdhca.state.tx.us Re: Neighborhood Stabilization Program ( "NSP ") Interim Construction Loan ( "Loan ") from the TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS ( "TDHCA ") to CITY OF HUNTSVILLE, a political subdivision of the State of Texas ( "Borrower ") in the original principal amount of $63,302.00, G.F. No. 201108783. Dear Ms. Thorton: In connection with the above referenced Loan involving real property in Walker County, Texas, which is the subject of the Commitment for Title Insurance ( "Commitment ") issued by Fidelity National Title Insurance Company, as agent for Walker County Title Company, a Texas corporation dated effective January 13, 2012, enclosed are the following, original documents for closing: 1. NSP $63,302.00 Promissory Note ( "Note "); 2. NSP Interim Construction Deed of Trust (With Security Agreement and Assignment of Rents) ( "Deed of Trust "); 3. NSP Construction Loan Agreement ( "CLA "); i. Application for Advance(s) as needed with withholding 10% retainage with each draw; ii. Application and Certificate of Payment, one for each draw and another for request for retainage; T: \ldld \Loan Docs\NSP \Interim Construction Loans \1263 City of Huntsville \Closing Letter_cn.doc Page 1 of 5 221 East 11th - P.O. Box 13941 - Austin, Texas 78711 -3941 - (800) 525 -0657 - (512) 475 -3800 4. Financing Statement to Statement "); ith the Texas Secretary of State ( "State Financing 5. Financing Statement to be filed with the County Clerk of Walker County, Texas ( "County Financing Statement "); .. 6. Notice of Invalidity of Oral Agreements; 7. Document Correction Agreement; 8. Deletion of Arbitration; 9. Contractor Agreement and 10. Survey. The above referenced documents are hereinafter collectively referred to as the "Closing Documents." You are hereby authorized and instructed to comply with the Closing Instructions stated below. CLOSING INSTRUCTIONS • A. Before Closing, please sign the acknowledgement (see page five of these instructions) and return to the undersigned one copy of this letter acknowledging your agreement to comply with_the foregoing instructions. For . your convenience, a faxed copy to Sue Cavazos at 512- 475 -0220 is acceptable. B. You are not authorized to proceed with the closing until you have complied with these instructions. C. Contact Sue Cavazos by phone at 512- 936 -7741 to obtain verbal verification before proceeding with closing. E -mail the proposed settlement statement to her at sue.cavazos@tdhca.state.tx.us. D. The Applications of Advance and Applications and Certificates of Payment should be provided, unexecuted, to Borrower for future use as appropriate. These two documents should not be returned to the undersigned with the other closing documents. E. Ensure that all Closing Documents (except where noted above) are: (i) properly dated as of the date of closing; (ii) fully executed and acknowledged where applicable; T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Closing Letter_cn.doc Page 2 of 5 (iii) any blanks are replaced with complete responses; and (iv) all exhibits are properly attached. "Exhibit F" of the CLA should be returned as indicated in i -iv above. Otherwise, exhibits are forms that should not be executed. F. NO ADDITIONS AND /OR CORRECTIONS ARE TO BE MADE TO THE CLOSING DOCUMENTS WITHOUT PRIOR APPROVAL OF THE UNDERSIGNED. G. Ensure that the Title Company is unconditionally committed to issue to TDHCA a Loan Title Policy of Insurance ( "Policy ") (from which the arbitration provision must be deleted and which must contain an environmental lien protection endorsement) in the amount of $63,302.00 in accordance with the Commitment and the following additional instructions: SCHEDULE A • Schedule A must reflect all TDHCA security documents. SCHEDULE B • Item number 5-must read: "Standby fees, taxes, and assessments by any taxing authority for year 2012 and subsequent years: Company insures, that standby fees, taxes, and assessments by any taxing authority for the year 2012 are not yet due and payable." SCHEDULE C • All Schedule C items must be satisfied, including any and all liens, so that such items are not exceptions to the Policy. H. Provide to the undersigned a copy of the Certificate of Corporate Resolution authorizing Bill Baine to execute the Closing Documents on behalf of Borrower. I. Immediately following the execution of the Closing Documents, please forward the originals of the Note, Invalidity Notice, insurance policy, and certified copies of all other Closing Documents and any other documents the Borrower signed to the undersigned at the address above. J. Ensure that Borrower receives copies of all executed Closing Documents. T: \Idld\Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Closing Letter_cn.doc Page 3 of 5 K. When the Closing Documents have been approved, the initial disbursement in the amount shown on the Settlement Statement will be wire - transferred to the Title Company's - account and you will then be authorized and directed to disburse the initial disbursement in accordance with the previously approved TDHCA settlement statement. When all of the Closing Documents have been fully executed, dated, acknowledged, as appropriate, and all blanks have been completed, you are authorized and instructed to do the following: i. File the Deed of Trust in the Official Public Records of Real Property of Walker County, Texas. ii. File the County Financing Statement in the Official Public Records of Real Property of Walker County, Texas and file the State Financing Statement with the Secretary of State. iii. Within twenty (20) days after disbursement, deliver a copy of the recorded State Financing Statement and the recorded County Financing Statement; and the original recorded Deed of Trust and Policy to the undersigned. If you have any a 1, ns of require clarification of these instructions please call Sue Cavazos at 512 - 936-741. If you have legal questions regarding the Closing Documents, please contact me at 512- 463 -5266, Sincerely, Nina B. Wiggins Associate General Counsel Encls. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Closing Letter_cn.doc Page 4 of 5 Fidelity National Title Insurance Company, as agent for Walker County Title Company, a Texas corporation, hereby acknowledges receipt of the above- listed documents and its agreement to comply with the terms of these instructions, except as limited by applicable laws and regulations, including Procedure Rule P -35 of the Texas Department of Insurance. Date: Fidelity National Title Insurance Ct inpany, as agent for Walker County Title Company, a T, xas corporation By: Name: Title: T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Closing Letter_cn.doc Page 5 of 5 PROMISSORY NOTE ( "Note ") U.S. $63,302.00 March , 2012 NEIGHBORHOOD STABILIZATION PROGRAM ( "NSP ") Awarding Federal Agency: United States Department of Housing and Urban Development TDHCA Federal Award Number: B- 08 -DN -48 -0001 Federal Award Year (Year of Award from HUD to TDHCA): 2008 TDHCA Award Year (Year of TDHCA Board Approval): 2009 For value received, CITY OF HUNTSVILLE, a political subdivision of the State of Texas ( "Maker ") promises to pay to the order of TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas ( "Payee ") at 221 E. 1 lth Street, P.O. Box 13941 in the City of Austin, Travis County, Texas 78711 -3941 (or at such other place in Austin, Travis County, Texas, as Payee may from time to time designate by written notice to Maker), the sum of Sixty Three Thousand Three Hundred Two and 00 /100 Dollars ($63,302.00), or so much thereof as may be advanced and outstanding, together with interest on the principal balance from the date hereof at a rate equal to Zero percent (0 %) per annum. No interest shall accrue on this Note unless the maturity of this Note has been accelerated as hereinafter provided. The principal and interest, if any, of this Note shall be due and payable upon the sale of the developed real property described below or on August 31, 2012, whichever occurs first ( "maturity "). Payee agrees to defer and waive repayment of the principal loan amount, but only in the event Maker: (1) has not at any time been in default under any terms of this Note or any document securing payment of this Note, including without limitation, the Deed of Trust; (2) has complied with the affordability requirements to wit, the rehabilitated or newly constructed single family residential dwelling must be set aside for an individual or family whose annual income does not exceed 120% of the area median income as defined in the Housing and Economic Recovery Act 2301(f)(3)(A)(i) and (ii) of 2008 ( "Eligible Household "); (3) has sold the rehabilitated or newly constructed single family residential dwelling at a sales price not to exceed $63,302.00 (an amount equal to the acquisition cost of the property and cost to construct such single family residential dwelling to a decent, safe, and habitable condition); (4) has converted the deferred, waived principal loan amount to a permanent mortgage loan and/or down payment assistance loan under the NSP Program to an Eligible Household; and (5) has submitted to Payee evidence fully executed and recorded, if applicable, homebuyer assistance loans in a total amount not to exceed $63,302.00. Upon maturity or the sale of the last developed lot to an Eligible Household, whichever is earlier, any deferred, unpaid and unwaived balance remaining hereunder shall be forgiven, but only in the event Maker has not at any time been in default under any terms of this Note or any document securing same. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Note - for reimbursement v3_cn.doc Page 1 of 6 Computations of interest on the unpaid principal balance of this Note shall be made on the basis of 365 or 366 days in a year, as applicable. After maturity (by acceleration or otherwise) and until paid, the unpaid, unwaived principal balance and accrued interest then due shall bear interest at the lesser of (i) ten percent (10 %) per annum or (ii) the highest interest rate allowed by Applicable Law ( "Default Interest Rate "). Notwithstanding any other provision -of -.thA Note, the daily Default Interest Rate shall be calculated by dividing the Default Interest 'Rate per annum applicable for such day by the actual number of days in the calendar year (whether 365 or 366). This Note may be prepaid in part or in its entirety at any time, without notice or penalty but any amounts prepaid may not be reborrowed. Partial prepayment shall be applied first to accrued and unpaid interest, if any, with the balance to the principal installments in inverse order of maturity. Any payment received more than thirty (30) days before it is due shall be considered a prepayment, unless Maker otherwise designates in writing at the time such payment is made. Any amounts owing on this Note shall be payable at the address of Payee stated above (or at such other place in Austin, Travis County, Texas designated by Payee in writing delivered to Maker at the address of Maker set forth above) in lawful money of the United States of America that is legal tender for public and private debts at the time of payment. The making of any payment in other than immediately available funds, which Payee, at its option, elects to accept shall be subject to collection, and interest shall continue to accrue until the funds by which such payment is made are available to Payee for its use. . If any payment required under this Note is not paid within 15 days after it becomes due and payable, then Maker shall pay to Payee, subject to the provisions of this Note limiting the amount of interest, the payment of a late charge (the "Late. Charge ") to compensate Payee for the loss of use of funds and for the administrative expenses and costs of handling such delinquent payment equal to a one -time charge of five percent (5.00 %) of the amount of such payment that was not timely paid (but such Late Charge together with all interest payable hereon shall not exceed the maximum lawful rate under Applicable Law). The term "Applicable Law" as used herein means (1) the law pertaining to maximum rates of interest that is now in effect and (2) any law that comes into effect at any time in the future allowing a higher maximum interest rate than the law now in effect. Payee is not obligated to accept any past due payment that is not accompanied by a Late Charge, but may accept such payment without waiving its rights to collect the Late Charge. In no event shall a Late Charge be payable by reason of the acceleration of the indebtedness evidenced by this Note; therefore, a Late Charge would only be due and payable with respect to payments under this Note which became delinquent prior to the acceleration of the indebtedness evidenced hereby. Maker shall pay a charge of $25.00 for any check returned for any reason. If this Note is placed in the hands of an attorney for collection or is collected by legal proceedings of any kind, Maker agrees to pay all costs of collection, including reasonable attorneys' fee and costs to the extent allowed by law. T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Note - for reimbursement v3_cn.doc Page 2 of 6 Except as provided in this Note, Maker and each endorser and guarantor of this Note jointly and severally waive grace, presentment for payment, notice of renewals and extensions, notice of nonpayment, notice of protest, notice of and demand for payment of installments or other amounts coming due under this Note that are not paid when due, notice of intent or election to accelerate maturity or the actual acceleration of maturity of the indebtedness evidenced by this Note, and diligence in the collection of this Note, in filing suit on this Note and in seizing or foreclosing on any collateral securing-this Note and agree to one or more extensions of maturity and partial payments before or after maturity without prejudice to rights of the holder of this Note. $52,500.00 of this Note is for the reimbursement of acquisition and $9,820.00 is for payment of the construction costs for the Property which is secured by an implied or equitable vendor's lien on the Property by operation of law in a Special Warranty Deed executed by Vantium REO Capital Markets, LP, Acqura Loan Services, Attorney -In -Fact on behalf of said limited partnership, to Maker herein, dated July 25, 2011, filed for record on August 16, 2011, under Clerk's Document No. 00005463, Volume 991, Page 41 of the Official Public Records, Walker County, Texas (the "Records "). This Note is additionally secured by the liens and security interests granted in the interim construction deed of trust (with security agreement and assignment of rents) ( "Deed of Trust ") dated of even date herewith from Maker to Timothy K. Irvine, Trustee for Payee conveying the following property (hereinafter referred to as the "Property "): BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in' Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto " and made a part.hereof The amounts of this Note will be advanced t� Maker at its special instance and request in accordance with the terms of that certain Construction Loan Agreement dated of even date herewith, between Maker and Payee (collectively, the "Loan Agreement"), and incorporated herein by reference for all purposes. Any default under the Deed of Trust securing this Note shall be deemed to be a default under this Note. IF ANY PART OF THE COLLATERAL SECURING THIS NOTE IS TRANSFERRED OR CONVEYED WITHOUT PAYEE'S PRIOR CONSENT, THIS NOTE IS IMMEDIATELY DUE AND PAYABLE AND PAYEE MAY INVOKE ANY REMEDIES PROVIDED UNDER THE DEED OF TRUST SECURING THIS NOTE. If the collateral is residential real property containing fewer than five dwelling units or a residential manufactured home occupied by Maker, exceptions to this provision are limited to (a) a subordinate lien or encumbrance that does not transfer rights of occupancy of the property; (b) creation of a purchase money security interest for household appliances; (c) transfer by devise, descent, or operation of law on the death of a co- owner; (d) grant of a leasehold interest of three years or less without an option to purchase; (e) transfer to a spouse or children of owner or between co- owners; (1) transfer to a relative of owner or on owner's death; and (g) transfer to an inter vivos trust in which owner is and remains a beneficiary and occupant of the property T: \ldld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville\Note - for reimbursement v3_cn.doc Page 3 of 6 In the event of default in the payment of any part of the principal or interest on this Note and Maker's failure to cure the default within thirty (30) days after Payee's delivery of written notice of default to Maker, or in the event of default in the performance of any other agreement contained in the Loan Agreement or any document securing the payment of this Note or otherwise executed in connection herewith, and Maker's failure to cure the default within thirty (30) days after Payee's delivery of written notice of the default to Maker, then the holder of this Note shall have the unconditional right, without demand, notice, or other action, to declare the unpaid principal balance of this Note, together with interest accrued on the unpaid principal balance, at once due and payable and to foreclose each lien and security interest securing the payment of this Note, either under any power of sale contained in any documents creating such lien or security interest or by court proceedings, as the holder may elect. Notice shall be deemed to have been delivered upon actual receipt or upon deposit, if deposited in an official depository of the United States Postal Service, properly addressed to the party entitled to the notice, marked certified mail, return receipt requested, and containing sufficient postage. For the purpose of notice, Maker's address is 1212 Avenue M, Huntsville, Walker County, Texas 77340. Maker shall have the right to change its address and specify any other address within the United States of America by at least ten (10) days' written notice to Payee. All agreements and transactions between Maker and Payee, whether now existing or hereafter arising, whether contained herein or in any other instrument, and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the maturity hereof, prepayment, demand for payment or otherwise, shall the amount contracted for, charged or received by Payee from Maker for the use, forbearance, or detention of the principal indebtedness or interest hereof, which remains unpaid from time to time, exceed the maximum amount permissible under Applicable Law, it particularly being the intention of the parties hereto to conform strictly.to the law of the State of Texas and of the United States of America, whichever is applicable. Any interest payable hereunder or under any other instrument relating to the loan evidenced hereby that is in excess of the legal maximum under Applicable Law, shall, in the event of acceleration of maturity, prepayment, demand for payment or otherwise, be automatically, as of the date of such acceleration, prepayment, demand or otherwise, applied to a reduction of the principal indebtedness hereof and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of such principal, such excess shall be refunded to Maker. To the extent permitted by Applicable Law, determination of the legal maximum amount of interest shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loan, all interest at any time contracted for, charged or received from Maker in connection with the loan, so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof. This Note shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America from time to time in effect. Notwithstanding anything herein to the contrary, Payee shall have no recourse against Maker, nor against any guarantor, if any, for payment and performance of all of the obligations, covenants and agreements of Maker under this Note and the documents securing same including, but not limited to the Deed of Trust (said documents hereafter collectively called "Security Documents "), except to the full extent of all of the Property which constitutes security for this Note. If default occurs in the timely T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Note - for reimbursement v3_cn.doc Page 4 of 6 and proper payment of any portion of such indebtedness or in the timely performance of any of such obligations, agreement or covenants, any judicial proceedings brought by Payee against Maker or any guarantor shall be limited to the protection and preservation of the Property, the preservation, enforcement and foreclosure of the liens, mortgages, assignments, rights and security interests now or at any time hereafter securing the payment of the Note, and enforcement and collection of obligations, covenants and indebtedness for which Maker and any guarantors remain liable as provided in this paragraph. If there is a foreclosure of any such liens, mortgages, assignments, rights, - and 'security interests securing the payment of this Note, by power of sale or otherwise, no judgment for any deficiency upon such indebtedness shall be sought or obtained by Payee against Maker. Notwithstanding the foregoing provisions of this paragraph or any other agreement, Payee shall have full recourse against Maker and all guarantors, if any, for: (a) fraud or misrepresentation by Maker or any guarantor in connection with the transactions herein contemplated; (b) failure to pay taxes, assessments, charges for labor or materials or other charges that can create liens on any portion of the Property; (c) the misapplication of (i) proceeds of insurance covering any portion of the Property, or (ii) proceeds of the sale or condemnation of any portion of the Property, or (iii) rentals received by or on behalf of Maker subsequent to the date on which Payee gives written notice of the posting of foreclosure notices, (d) failure to prevent waste to the Property unless Payee is compensated therefor by insurance proceeds collected by Maker; (e) the return to Payee of all unearned advance rentals and security deposits paid by tenants of the Property and not refunded to or forfeited by such tenants, (f) the return of, or reimbursement for, all personalty taken from the Property by or on behalf of Maker, (g) all court costs and for all attorneys' fees provided for in any instrument governing, securing or pertaining to the payment of the Note; and (h) failure to comply with any indemnification provision or covenants pertaining to environmental matters contained in the Security Documents. Each term and provision of this Note is expressly subject to the terms and conditions of the Neighborhood Stabilization Program Contract # 77099999126 executed between Office of Rural Affairs established within the Department of Agriculture, a public and official agency of the. State of Texas, and Maker herein, dated to be effective' September 1, 2009 in the original amount of $1,050,000.00 as assigned and transferred to Payee by Assignment of Contract on August 30, 2011 and as may be amended from time to time ( "NSP Contract "), which provides acquisition and rehabilitation or new construction of lot(s) development under the NSP; said NSP Contract is incorporated herein by reference. The terms of the NSP Contract shall govern over any conflicting provisions hereof. THIS WRITTEN AGREEMENT AND THE OTHER WRITTEN AGREEMENTS, INCLUDING THE COLLATERAL AGREEMENTS, SIGNED CONTEMPORANEOUSLY WITH THE SIGNING HEREOF REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Note - for reimbursement v3_cn.doc Page 5 of 6 MAKER: CITY OF HUNTSVILLE, a political subdivision of the State of Texas Name: Bill Baine Title: City Manager T: \ldld\Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville \Note - for reimbursement v3_cn.doc Page 6 of 6 Exhibit A Being a 0.179 of an acre (7,812 square feet) tract of land located in the Pleasant Gray League, Abstract 24, Walker County, Texas and being all of Lot 1 of the Oakwclod View. Subdivision, as recorded in Volume 4, Page 25 of the Map Records of Walker County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a '/2-inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10`h Street and the easterly right -of -way line of Avenue H (based on a width of 75 feet); THENCE, North 01°59°57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a '/2-inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a 1/2-inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tract of land conveyed to Omesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52, Page 611 of the. Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a' /2 -inch iron rod with aluminum cap found in the northerly right -of -way line of 10`h Street, being the southeast corner of said Lot 1 and the southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of- way line of 10`h Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional] Judy Thorton 936- 295 -8173 B. SEND ACKNOWLEDGMENT TO: (Name and Address). • Walker County Title Company 1109 University Ave. Huntsville, Texas 77340 ] GF #201108783 THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME -insert onlygag debtor name (la or 1b) -do not abbreviate or combine names 1 a. ORGANIZATION'S NAME — OR CITY OF HUNTSVILLE 1 b. INDIVIDUAL'S LAST NAME lc. MAILING ADDRESS FIRST NAME MIDDLE NAME 1212 AVENUE M 1 d. 5EE INSTRUCTION$ ADD'L INFO RE I 1e. TYPE OF ORGANIZATION ORGANIZATION DEBTOR POLITICAL S/D CITY HUNTSVILLE STATE TX POSTAL CODE 77340 1 f. JURISDICTION OF ORGANIZATION TEXAS 1 g. ORGANIZATIONAL ID #, if any 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - Insert only one debtor name (2a or 2b) - do not abbreviate or combine names R 2a. ORGANIZATIONS NAME SUFFIX COUNTRY USA NONE 2b. INDIVIDUAL'S LAST NAME . 2c. MAILING ADDRESS FIRST NAME MIDDLE NAME SUFFIX CITY STATE POSTAL CODE COUNTRY, 2d SEEINSTRUCTIO(j6 ADD'L INFO RE 12e. TYPE OF ORGANIZATION ORGANIZATION DEBTOR 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any 3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only gnpsecured party name (3a or 3b) 3a. ORGANIZATIONS NAME OR Texas Department of Housing and Community Affairs 3b. INDIVIDUAL'S LAST NAME 3c. MAILING ADDRESS FIRST NAME n NONE MIDDLE NAME SUFFIX — P.O. Box 13941 CRY Austin STATE TX POSTAL CODE 78711 -3941 COUNTRY USA 4. This FINANCING STATEMENT covers the following collateral: 1. All furniture, equipment and other personal property now or hereafter owned by Debtor and used in connection with, located on or related in any way to the real property ( "Property") described in Section 14 of this UCC Financing Statement Addendum, and all renewals or replacements thereof or articles in substitution therefore, whether or not the same are or shall be attached in any manner to the buildings and other improvements now or hereafter erected, constructed or developed on the Property ("Project "); 2. All building materials and equipment now or hereafter delivered to the Property and all building and construction materials, equipment and parts intended to be installed in or on the Property or Project; 3. All plans and specifications for the Project; 4. All contracts and subcontracts relating to the Project; 5. All deposits (including tenants' security deposits, if any), funds, accounts, contract rights, instruments, documents, general intangibles (including trademarks, trade names and symbols used in connection therewith), and notes or chattel paper arising fronti.or by virtue of any transactions related to the Property; (see Addendum attached hereto and made a part hereof) 5. ALTERNATIVE DESIGNATION if applicable]: LESSEE/LESSOR CONSIGNEE/CONSIGNOR BAILEE/BAILOR �SELLER/BUYER �AG. LIEN NON -UCC FILING 6. T ilThis FINANCING STATEMENT is to be fil [ or record) (or recorded) in the REAL 1 7- Check to REQUEST SEARCH REPORT(5) on Debtor(s) ['• ltfLI ESTATE RECORDS. Attach Addendum Td aoolicabN1 !ADDITIONAL FEEL lootionafl I All Debtors Debtor 1 ['Debtor 2 ti, OPTIONAL FILER REFERENCE DATA NSP #770999991263: City of Huntsville, a political subdivision of the State of Texas FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02) International Association of Commercial Administrators (IACA) UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (la or 1b) ON RELATED FINANCING STATEMENT OR 9a. ORGANIZATIONS NAME CITY OF-- HUNTSVILLE- 9b., INDIVIDUAL'S LAST NAME F1RST'NAME MIDDLE NAME,SUFFIX 10. MISCELLANEOUS: THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY , ,. 11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only gag name (11a or 11 b) • do not abbreviate or combine names 11a. ORGANIZATION'S NAME - 11 b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 11c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 11d. 6EEINSTRUCTION$ . ADD'L INFO RE Ile. TYPE OF ORGANIZATION ORGANIZATION DEBTOR 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID #, if any n JiONE '12. , OR IADDITIONAL SECURED PARTY'S al: 1ASSIGNORSIPS NAME - insert only ene name (12aor121).- 12a. ORGANIZATION'S NAME 12b. INDIVIDUAL'S LAST NAME z FIRST NAME MIDDLE NAME SUFFIX 12c. MAILING ADDRESS CITY STATE POSTAL CODE ♦ COUNTRY 13. This FINANCING STATEMENT covers . timber to be cut or , as- extracted collateral, or Is filed as a fixture filing. 14. Description of real estate: Being 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto and made a part hereof. 15.. Nam, and address of a RECORD OWNER of above-described real estate . (if Debtor does not have a record interest): • 16. Additional collateral description: 6. All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; 7. All bank accounts in which rental income, if any, from the Property are deposited; 8. All proceeds arising from or by virtue of the sale, lease or other disposition of any of the real or personal property described herein; 9. All proceeds (including premium refunds) payable or to be payable under each policy of insurance relating to the Project; 10. All proceeds arising from the taking of all or a part of the Property or any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, for any public or quasi- public use under any law or by rights of eminent domain, or by private or other purchase in lieu thereof; and, 11. All other interest of every kind and character which Debtor now has or at any time hereafter acquires in and to the above- described personal property and all property which is used or useful in connection therewith. 17. Check g!)ly if applicable and check lady one box. Debtor is a n Trust or n Trustee acting with respect to property held in trust or Decedents Estate 18 Check only if applicable and check gr(y one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured -Home Transaction — effective 30 years Filed in connection with a Public-Finance Transaction — effective 30 years International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02) Exhibit A Being a 0.179 of an acre (7,812 square feet) tract of land located in the Pleasant Gray League, Abstract .24, Walker County, Texas and being all of Lot 1 of the Oakwood View Subdivition, as recorded in Volume 4, Page 25 of the Map Records of Walker County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a '/2-inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10th Street and the easterly right -of -way line of Avenue H (based on a width of 75 feet); THENCE, North 01°59°57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a '/2-inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a '/2-inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tract of land conveyed to Omesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52, Page 611 of the Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a 1/2-inch iron rod with aluminum cap found in the northerly right-of-way line of 10th Street, .being the southeast.corner of said Lot 1-and the - southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right-of- way line of 10th Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME 8 PHONE OF CONTACT AT FILER [optional] Judy Thorton 936 -295 -8173 B. SEND ACKNOWLEDGMENT TO: (Name and Address) Walker County Title Company 1109 University Ave. Huntsville, Texas 77340 IGF #201108783 1 Return to: WALKER COUNTY TITLE COMPANY 1109 UNIVERSITY AVENUE HUNTSVILLE, TEXAS 77340 GF# - THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME - insert ontygp# debtor name (la or1b)- do notabbmviate orcombine names la. ORGANIZATION'S NAME — OR CITY OF HUNTSVILLE 1 b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 1c. MAILING ADDRESS 1212 AVENUE M CITY HUNTSVILLE STATE TX POSTAL CODE 77340 ld. SEE INSTRUCTION$ ADM INFO RE I 1 e. TYPE OF ORGANIZATION ORGANIZATION DEBTOR I POLITICAL SID TEXAS 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #, if any COUNTRY USA ❑NONE 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - Insert only ma debtor name (2a or 2b) - do not abbreviate or combine names 2a. ORGANIZATIONS NAME OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAIUNG ADDRESS CITY STATE POSTAL CODE COUNTRY 2d. ME INSTRUCTIOU ADM INFO RE Ile. TYPE OF ORGANIZATION ORGANIZATION DEBTOR 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, if any • 3. S EC U R ED PARTY'S NAME (or NAME ofTOTAL ASSIGNEE of ASSIGNOR S/P) - insert only ggasecured party name (3a or 3b) 3a. ORGANIZATIONS NAME OR Texas Department of Housing and Community Affairs 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME 3c. MAIUNG ADDRESS — P.O. Box 13941 CITY Austin STATE TX POSTAL CODE 78711 -3941 SUFFIX COUNTRY USA 4. This FINANCING STATEMENT covers the following collateral: 1. All furniture, equipment and other personal property now or hereafter owned by Debtor and used in connection with, located on or related in any way to the real property ("Property") described in Section 14 of this UCC Financing Statement Addendum , and all renewals or replacements thereof or articles in substitution therefore, whether or not the same are or shall be attached in any manner to the buildings and other improvements now or hereafter erected, constructed or developed on the Property ( "Project"); 2. All building materials and equipment now or hereafter delivered to the Property and all building and construction materials, equipment and parts intended to be installed in or on the Property or Project; 3. All plans and specifications for the Project; 4. All contracts and subcontracts relating to the Project; 5. All deposits (including tenants' security deposits, if any), funds, accounts, contract rights, instruments, documents, general intangibles (including trademarks, trade names and symbols used in connection therewith), and notes or chattel paper arising from or by virtue of any transactions related to the Property; (see Addendum attached hereto and made a part hereof) 5. ALTERNATIVE DESIGNATION if a • •licable : • LESSEE/LESSOR • CONSIGNEE/CONSIGNOR • BAILEE/BAILOR • SELLER/BUYER 6. ec to - • r - a - • - = • • on • e • tor(s ...u• .. a •.». al 8. OPTIONAL FILER REFERENCE DATA NSP #770999991263: City of Huntsville, a political subdivision of the State of Texas AG. LIEN NON -UCC FILING Debtor 2 FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02) International Association of Commercial Administrators (IACA) UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (la or 1b) ON RELATED FINANCING STATEMENT OR 9a. ORGANIZATION'S NAME CITY OF HUNTSVILLE 9b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDL£NAME,SUFFIX • 10. MISCELLANEOUS: THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only gat name (11a or 11b) - do not abbreviate or combine names OR 11a. ORGANIZATIONS NAME 11b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 11c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 11d. SEEINSTRUCfION,S ADM INFO RE 11le. TYPE OF ORGANIZATION ORGANIZATION DEPTOR „ . • I . • 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID #, if any 12.1 OR ADDITIONAL SECURED PARTY'S gt n ASSIGNOR S /P'S NAME - insert only ggp name (12aor12b) 12a. ORGANIZATIONS NAME ' 12b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 12c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 13. This FINANCING STATEMENT covers . timber to be cut or . collateral, or Is filed as a fixture filing. 14. Description of real estate: Being 0.179 of an acre of land, more or less, situated the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly by metes and bounds on Exhibit "A" attached and made a part hereof. 15. Name and address of a RECORD OWNER of above- described real (if Debtor does not have a record interest): as- extracted in LOT in described hereto estate 16. Additional collateral description: 6. All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; 7. All bank accounts in which rental income, if any, from the Property are deposited; 8. All proceeds arising from or by virtue of the sale, lease or other disposition of any of the real or personal property described herein; 9. All proceeds (including premium refunds) payable or to be payable under each policy of insurance relating to the Project; 10. All proceeds arising from the taking of all or a part of the Property or any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, for any public or quasi - public use under any law or by rights of eminent domain, or by private or other purchase in lieu thereof; and, 11. All other interest of every kind and character which Debtor now has or at any time hereafter acquires in and to the above - described personal property and all property which is used or useful in connection therewith. 17. Check gpht if applicable and check mix one box. Debtor is a nTrust or n Trustee acting with respect to property held in trust or n Decedent's Estate 18. Check gnly if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured -Home Transaction — effective 30 years Filed in connection with a Public - Finance Transaction — effective 30 years International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02) Exhibit A Being a 0.179 of an acre (7,812 square feet) tract of land located in the Pleasant Gray League, Abstract 24, Walker County, Texas and being all of Lo* 1- of the Oakwood View Subdivision,'as recorded in Volume'4,1Page 25 of the Map Records of Walker County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2-inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10t Street and the easterly right -of -way line of Avenue H (based on a width of 75 feet); THENCE, North 01 °59 °57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a 1/2-inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest comer of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a '/2-inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast comer of said Lot 1, the southeast comer of said Lot 2 and in the westerly line of that certain tract of land conveyed to Omesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52;-Page 611 of the Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a '/2 -inch iron rod with aluminum cap found in the northerly right -of -way line of 10t Street, being the southeast corner of said Lot 1 and the southwest comer of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of- way line of 10t Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. DOCUMENT CORRECTION AGREEMENT LENDER: • BORROWER: PROPERTY: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, . a public and official agency of the State of Texas CITY OF HUNTSVILLE, a political subdivision of the State of Texas 921 Avenue H, Huntsville, Walker County, Texas 77320 BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A -24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto and made a part hereof. DATE: Marches D , 2012 AGREEMENT TO CORRECT MISSTATED INFORMATION OR PROVIDE ADDITIONAL DOCUMENTATION OR FEES: In consideration of Lender disbursing funds for the closing of the Loan secured by the Property being encumbered, and regardless of the reason for any loss, misplacement, or inaccuracy in any Loan documentation, Borrower(s) agrees as follows: If any document is lost, misplaced, misstated or inaccurately reflects the true and correct terms and conditions of the Loan, upon request of the Lender, Borrower(s) will comply with Lender's request to execute, acknowledge, initial and deliver to Lender any documentation Lender deems necessary to replace or correct the lost, misplaced, misstated or inaccurate document(s). If the original promissory note is replaced, the Lender hereby indemnifies the Borrower(s) against any loss associated with a demand on the original note. All documents Lender requests of Borrower(s) shall be referred to as "Replacement Documents." Borrower(s) agrees to deliver the Replacement Documents within ten (10) days after receipt by Borrower(s) of a written request for such replacements. Borrower(s) also agrees that upon request Borrower(s) will supply additional amounts and/or pay to Lender any additional sum previously disclosed to Borrower(s) as a cost or fee associated with the Loan, which for whatever reason was not collected at closing. REQUEST BY LENDER: Any request under this Agreement may be made by the Lender, (including assignees and persons acting on behalf of the Lender) or Settlement Agent, and shall be prima facie evidence of the necessity for same. A written statement addressed to Borrower(s) at the address indicated in the Loan documentation shall be considered conclusive evidence of the necessity for Replacement Documents. BORROWER LIABILITY: If Borrower(s) fails or refuses to execute, acknowledge, initial and deliver the Replacement Documents or provide the Additional Documents or fees to T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville\DocCorr_cn.doc Page 1 of 2 Lender more than ten (10) days after being requested to do so by Lender, and understanding that Lender is relying on these representations, Borrower(s) agree(s) to be liable for any and all loss or damage which Lender reasonably sustains thereby, including but not limited to all reasonable attorney's fees and costs incurred by Lender. FAILURE TO DELIVER REPLACEMENT DOCUMENTS CAN CONSTITUTE DEFAULT: Borrower's failure or refusal to comply with the terms of the correction request may constitute a default under the note and/or deed of trust, and may give Lender the option of declaring all sums secured by the loan documents immediately due and payable. This Agreement shall survive the closing of the Loan, and inure to the benefit of Lender's successors and assigns and be binding upon the heirs, devisees, personal representatives, successors and assigns of Borrower(s). - BORROWER: CITY OF HUNTSVILLE, a political subdivision of the State of Texas By: Name: Bill Baine Title: City Manager T: \Idld \Loan Docs \NSP \Interim Construction Loans \1263 City of Huntsville\DocCorr_cn.doc Page 2 of 2 Exhibit A Being a 0.179 of an acre (7,812 square feet) tract of land located in the Pleasant Gray League, Abstract 24, Walker County, Texas and being all of Lot 1 of the Oakwood View Subdivision, as recorded in Volume 4, Page 25 of the Map Records of Walker County, Texas; said Q.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2-inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10th Street and the easterly right -of -way line of Avenue H (based on a width of 75 feet); THENCE, North 01 °59 °57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a 1/2-inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a 1/2-inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tract of land conveyed to Omesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52, Page 611 ofthe Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a 1/2-inch iron rod with aluminum cap found in the northerly right -of -way line of 10th Street, being the southeast corner of said Lot 1 and the southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of- way line of 10th Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. CONTRACTOR AGREEMENT • '44 %1. r ( "Agreement ") , � NEIGHBORHOOD STABILIZATION PROGRAM rf Awarding Federal Agency: United States Department of Housing and Urban veia i pFO TDHCA Federal Award Number: B- 08 -DN -48 -0001 s • Federal Award Year (Year of Award from HUD to TDHCA): 2008 Award Year (Year of TDHCA Board Approval): 2009 44' STATE OF TEXAS COUNTY OF WALKER § WHEREAS, it is proposed that TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas ( "Lender "), make a NEIGHBORHOOD STABILIZATION PROGRAM Construction Loan (herein so called) to CITY OF HUNTSVILLE, A POLITICAL SUBDIVISION OF THE STATE OF TEXAS ( "Borrower "), for, among other things, construction of improvement upon the Land situated in the county and state first herein mentioned, more particularly described as BEING 0.179 of an acre of land, more or less, situated in the City of Huntsville, PLEASANT GRAY LEAGUE, A- 24, Walker County, Texas and being all of LOT ONE (1) of the OAKWOOD VIEW SUBDIVISION, according to the map or plat thereof recorded in Volume 4, Page 25 of the Plat Records, Walker County, Texas, and being more particularly described by metes and bounds on Exhibit "A" attached hereto and made a part hereof, (the Land, such improvements, and any and all personal property and fixtures now or hereafter affixed to, used in and about, or arising in connection with the Land and such improvements, called the "Project "), to be secured by, among other things, liens and security interests (the "Lender Liens ") against the Project and the Construction Contract (hereinafter described); and WHEREAS, the undersigned ( "Contractor ") proposes to hereafter perform labor, specially fabricate materials, furnish labor, and/or furnish materials (collectively, the "Work ") for construction or repair of all or portions of improvements on the Land pursuant to a Construction Contract (as hereafter amended, supplemented, and/or restated from time to time, herein so called) dated as of September 2, 2011 between Contractor and Borrower. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Lender to make the Construction Loan to Borrower, Contractor hereby agrees with Lender as follows: 1. Contractor represents and warrants to Lender that as of the date hereof (a) Contractor has not reached any agreement or entered into any contract, written or oral, with respect to the construction or repair of improvements on the Land, other than the Construction Contract, which has been duly executed and is in full force and effect, (b) no materials have been delivered to or stored upon the Land, and (c) no work of any kind has been performed on the Land in connection with the construction or repair of any improvements on the Land. T: \Idld \Loan Docs \NSP\Interim Construction Loans\ 1263 City of Huntsville\Contractor Agreement_2_cn.doc Page 1 of 4 2. Contractor consents and agrees in all respects to the creation in favor of Lender by Borrower of a security interest in Borrower's rights in the Construction Contract as security for the full and complete payment and performance of Borrower's indebtedness and obligations to Lender, and Contractor further agrees with Lender that: (a) if a default .occurs . in connection with the Construction Loan, Contractor will, upon Lender's request, complete the performance of the Work pursuant to the Construction Contract for the benefit of Lender (notwithstanding any previous default thereunder by Borrower, and Contractor agrees that Lender shall have no liability to it whatsoever by reason of any such default by Borrower), provided that Contractor is paid, in accordance with the Construction Contract, for all Work thereafter rendered by Contractor for the benefit of Lender; (b) upon the occurrence of a default by Borrower under the Construction Contract, Contractor will not exercise any remedies thereunder (other than the cessation of the Work for monetary defaults pending either the cure thereof or the request by Lender that, pursuant to a preceding, Contractor complete the Work for the benefit of Lender) until it has notified Lender thereof in writing and granted Lender a period of 30 days (or a reasonable amount of time if such default cannot be cured in 30 days) after receipt by Lender of such notice in which Lender shall be entitled, but not obligated, to cure such default; (c) in the event any of the proceeds of the Construction Loan are disbursed by Lender directly to Contractor, Contractor will receive all such disbursements, will hold the same as a trust fund for the purpose of paying the costs of the Work under the Construction Contract, and will apply the same only to the payment of such costs and for no other purposes; (d) upon request by Lender, Contractor will furnish to Lender a current list of all persons or firms with whom Contractor has entered into subcontracts or other agreements relating to the Work in connection with the Project, together with a statement as to the status of each such subcontract or agreement and the respective amounts, if any, owed by Contractor thereunder; (e) Contractor shall make timely payment or deposit of all amounts of tax required to be withheld and paid to or deposited with the United States pursuant to the provision of,Subtitle C of the Internal Revenue Code of 1986, as from time to time amended, with respect to any and all wages paid to employees of Contractor from funds paid to Contractor by Borrower or Lender; and (f) after execution and delivery of the Construction Contract, Contractor will not amend the Construction Contract without the prior written consent of Lender if such amendment would result in a "Material Change" (as hereinafter defined). As used herein, the term "Material Change" means a change in the Construction Contract or plans for the Project which: (a) increases or decreases (individually, solely as a result of any single change) the costs for or related to construction of the Project set forth in the original budget for the Project by an amount equal to more than five percent (5 %) of construction costs; or (b) increases or decreases (collectively, when added to all other such changes previously made) the costs for or related to construction of the Project set forth in the original budget for the Project by an amount equal to more than 5% of construction costs; or (c) extends, or is likely to extend, the date of completion of the Project beyond August 1, 2012 or (d) causes the plans for the Project not to comply with all applicable laws. 3. Contractor hereby subordinates any and all "Contractor Liens" (as hereinafter defined) to any and all Lender Liens with the same force and effect as though the deeds of trust and any other instrument creating or evidencing the Lender Liens had been executed, delivered, and recorded prior to the creation or inception of the Contractor Liens. As used herein, the term "Contractor Liens" means all constitutional, statutory, contractual, or other liens, rights to liens, claims, and/or demands, if any, of whatever kind and nature, and against any property or rights T: \Idld \Loan Docs \NSP\Interim Construction Loans \1263 City of Huntsville \Contractor Agreement_2_cn.doc Page 2 of 4 of whatever kind and nature, that may now or hereafter exist or be claimed or asserted by, through, or under Contractor for any Work in connection with all or portions of any improvements on the Land, whether pursuant to the Construction Contract or otherwise. 4. Nothing herein shall• be construed to impase' upon Lender.any duty to see to the application of the proceeds of the Construction Loan. Contractor acknowledges that Lender. is - obligated with respect thereto only to Borrower and to no other person or entity. 5. This instrument shall be binding upon Contractor and its heirs, personal representatives, successors, and assigns and shall inure to the benefit of Lender and its successors and assigns. EXECUTED on this ,` day of March , 2012. CONTRACTOR: QUALITY WORKS CONST : _ _ ON, INC., a Texas corporation By: • N Title: THE STATE OF TEXAS § COUNTY OF WALKER § 'r"♦ utfiorized representative This instrument was acknowledged before me on this day of itedi, 2012, by Misheck Kiragu, President, Quality Works Construction, Inc., a Texas corporation, acting on behalf of said corporation and in the official cap ity herein stated. • (Seal) �My 00 V y�.y MARY N. HERNANDEZ Notary Public • STATE OF TEXAS My Comm. Esp. Olt- 174014 T: \Idld \Loan Docs \NSP \Interim Construction Loans\ 1263 City of Huntsville \Contractor Agreement_2_cn.doc Page 3 of 4 EXHIBIT "A" Being a 0.179 of an acre (7,812 square feet) tract of land located in the Pleasant Gray League, - Abstract 24, Walker County, Texas and being all-of Lot 1' ofthe Oakwood View Subdivisitsf,'as. recorded in Volume 4, Page 25 of the Map Records of Walker.County, Texas; said 0.179 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a'' /2 -inch iron rod with aluminum cap found for the southwest corner of said Lot 1, being at the intersection of the northerly right -of -way line of 10t Street and the easterly right - of -way line of Avenue H (based on a width of 75 feet); THENCE, North 01 °59 °57" West, a distance of 83.39 feet, along the westerly line of said Lot 1 and the easterly right -of -way line of Avenue H to a' /2 -inch iron rod with cap found for the northwest corner of said Lot 1 and the southwest corner of Lot 2, of said subdivision; THENCE, North 88 °00' 03" East, a distance of 93.38 feet, along the common line of said Lots 1 and 2 to a' /2 -inch iron rod with aluminum cap found in an easterly line of said subdivision, being the northeast corner of said Lot 1, the southeast corner of said Lot 2 and in the westerly line of that certain tract of land conveyed to Omesa Mills Walker (currently owned by Patricia Robinson), and described in Volume 52, Page 611 of the Official Public Records of Walker County, Texas; THENCE, South 02 °59' 59" East, a distance of 82.65 feet, along the common line of said Lot 1 and said Robinson tract to a' /2 -inch iron rod with aluminum cap found in the northerly right-of- way line of 10t Street, being the southeast corner of said Lot 1 and the southwest corner of said Robinson tract; THENCE, South 87 °32'54" West, a distance of 94.82 feet, along the northerly right -of -way line of 10th Street and the southerly line of said Lot 1 to the Point of Beginning and containing 0.179 of an acre of an acre of land. T: \Idid\Loan Docs \NSPUnterim Construction Loans \1263 City of Huntsville \Contractor Agreement_2_cn.doc Page 4 of 4 March ' o , 2012 NOTICE OF INVALIDITY OF ORAL AGREEMENTS TO: Borrower and all other Debtors and Obligors with respect to the Loan which is identified below. 1. THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 2. As used in this Notice: "Borrower" means the Borrower identified below. "Debtor" and "Obligor" means any entity or individual who (i) is obligated to pay the Note or (ii) otherwise is or becomes obligated to pay the Loan (for example, as cosigner or guarantor) or (iii) has pledged any property as security for the Loan. "Lender" means Texas Department of Housing and Community Affairs. "Loan" means the loan by Lender which is to be evidenced by the promissory note ( "Note ") dated of even date herewith, executed by Borrower, payable to the order of Lender, in the principal face amount of $96,110.70. "Loan Agreement" means one or more promises, promissory notes, agreements, undertakings, security agreements, deeds of trust or other documents, or commitments, or any combination of those actions or documents, relating to the Loan. 3. This Notice is given by Lender with respect to the Loan, pursuant to Section 26.02 of the Texas Business and Commerce Code. Each Borrower, Debtor, and Obligor, who signs below, acknowledges, represents, and warrants to Lender that Lender has given and such party has received and retained a copy of this Notice on the date stated above. T: \Idld \Loan Docs \NSP \Interim Construction Loans \1262 City of Huntsville \Notice_cn.doc Page 1 of 3 T: \ldld\Loan Docs\NSP\Interim Construction Loans \1262 City of Huntsville\Notice_cn.doc BORROWER: CITY OF HUNTSVILLE, a political subdivision of the State of Texas By: Name: Bill Baine Title: City Manager T: \Idld \Loan Docs \NSP \Interim Construction Loans \1262 City of Huntsville\Notice_cn.doc Page 2 of 3 LENDER: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas By: Name: Ti ' Tll . Irvine Its: duly authorized officer or representative T: \Idld \Loan Docs \NSP \Interim Construction Loans\ 1262 City of Huntsville \Notice cn.doc Page 3 of 3