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HomeMy WebLinkAboutContract 51133 CITY SECRETARY p CONTRACT NO. pvG �lyot [HOME Loan] INTERCREDITOR AND SUBORDINATION AGREEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § That this Intercreditor and Subordination Agreement (this "Agreement"), dated as of August 23, 2018, is made by and among JPMORGAN CHASE BANK, N.A., a national banking association ("Senior Lender"), CITY OF FORT WORTH, a Texas municipal corporation (the "C�"), and MISTLETOE STATION, LLC, a Texas limited liability company ("Borrower"). RECITALS A. Senior Lender has entered into the "Senior Loan Documents" (as defined below) with Borrower, which loan to Borrower, shall not to exceed $22,282,000.00 at any one time outstanding (together with any additional sums advanced by Senior Lender to Borrower pursuant to the Senior Loan Documents and consistent with this Agreement, the "Senior Loan") to finance the development of an apartment complex in Fort Worth, Tarrant County, Texas known as Mistletoe Station (the "Project') situated on the real property described on Exhibit "A" hereto (the "Land"). Pursuant to the Senior Loan Documents, Borrower has granted to Senior Lender certain rights, liens and security interests (collectively, the "Senior Liens") in the Project and the other "Collateral" (as defined below) as described in the Senior Loan Documents. B. Borrower has requested that the City make a loan (the "City Loan") in the amount of $1,056,000.00 to Borrower, which will then loan the proceeds of the City Loan to Borrower (together with any additional sums advanced by the City to Borrower pursuant to the "City Loan Documents" (as defined below) and consistent with this Agreement to finance a portion of the costs relating to the Project. The City has agreed to make the City Loan subject to the terms and conditions of the City Loan Documents (as defined below). AGREEMENTS In consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Senior Lender, the City and Borrower hereby agree as follows: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX HOU 4088338140 1 ARTICLE 1 DEFINITIONS Section 1.1 Definitions. The following terms will have the meanings indicated below: "Affiliate" of any Person means any other Person controlling, controlled by or under common control with such Person. The term "control" means to possess, directly or indirectly, the power to direct the management and policies of a Person, whether through Ownership of voting securities, by contract, or otherwise. "Business Day" means any day other than Saturday, Sunday or a day that is a legal holiday under the laws of the State of Texas or on which banking institutions in the State of Texas are required by law or other governmental action to close. "Claim" means a right to payment, including without limitation, indebtedness of the Borrower payable directly or indirectly to the holder of such Claim and/or a right to an equitable remedy for breach of performance, in either case, as against Borrower or any of Borrower's property. "Collateral" means all assets of Borrower or any other Person, whether real or personal (including, without limitation, plans, construction contracts, improvements, Land, fixtures, equipment and rents) in which the Senior Lender and/or the City holds a Lien. "Enforcement" means, with respect to either of Senior Lender or the City, as the context requires, the exercise of any right or remedy upon default under the Senior Loan Documents or the City Loan Documents (as applicable). "City Loan Documents" means, collectively, the documents (as each may be amended, modified or restated from time to time pursuant to such documents and consistent with this Agreement) listed on Schedule I to this Agreement. "City Loan Default" means a default by Borrower in performing or observing any of the terms, covenants, or conditions in the City Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the City Loan Documents for curing the default. "Institution" means a corporation, partnership, trust or other entity (a) that is knowledgeable and sophisticated in commercial real estate lending and/or development matters and (b) whose (1) senior long-term debt is rated investment grade by Moody's Investors Services, Inc. or Standard & Poor's Ratings Group or (2) net worth calculated in accordance with generally accepted accounting principles is in excess of $100,000,000.00. HOU 4088338140 2 "Junior Claims" means all rights, remedies, demands, causes of action and Claims of every type and description at any time and from time to time held or asserted by, or arising in favor of, the City under the City Loan Documents, or otherwise. "Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or other and including without limitation, any attachment, levy or judgment lien), preference, priority or other security agreement or other preferential arrangement whatsoever, including without limitation, any right of setoff (statutory or otherwise), any conditional sale or other title retention agreement, the interest of a lessor under a lease, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement (other than a financing statement filed by a "true" lessor pursuant to the Uniform Commercial Code or other comparable law of any jurisdiction) naming the Borrower of the asset to which such Lien relates as debtor. "Person" means any person, individual, sole proprietorship, partnership, joint venture, corporation, limited liability company, unincorporated organization, association, institution, entity or party, including any government and any political subdivision, agency, or instrumentality thereof. "Protective Advances" means all sums expended as determined by Senior Lender, as the case may be, to be necessary or appropriate to: (a) protect the priority, validity and enforceability of (1) the Liens on, and security interests in, any Collateral described in the Senior Loan Documents and/or (2) the Senior Loan Documents; (b) (1) prevent the value of any Collateral described in the Senior Loan Documents from being diminished (assuming the lack of such a payment within the necessary time frame could potentially cause such Collateral described in the Senior Loan Documents to lose value) or (2) protect any of the Collateral described in the Senior Loan Documents from being damaged, impaired, mismanaged or taken or (3) complete or operate the Project; or (c) cure any default or nonperformance of obligations of Borrower related to the Collateral described in the Senior Loan Documents in all cases as required or permitted by the Senior Loan Documents. "Senior Claims" means all rights, remedies, demands, cause of action and Claims of every type and description at any time and from time to time held or asserted by, or arising in favor of, the Senior Lender under the Senior Loan Documents or secured by the Senior Liens. "Senior Loan Agreement" means the Credit Support and Funding Agreement described on Schedule 2 to this Agreement. "Senior Loan Default" means a default by the Borrower in performing or observing any of the terms, covenants, or conditions in the Senior Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Senior Loan Documents for curing the default. HOU 408833814x3 3 "Senior Loan Documents" means, collectively, the Senior Loan Agreement and the other documents (as each may be amended, modified or restated from time to time pursuant to such documents and consistent with this Agreement) listed on Schedule 2 to this Agreement. ARTICLE 2 FUNDING Section 2.1 City Loan. Except as otherwise provided for in this Agreement, the City Loan will be funded by the City in accordance with the City Loan Documents. The City agrees and represents that all conditions to closing and funding set forth in the City Loan Documents have been satisfied or waived, that the City Loan Documents are in full force and effect, and to the knowledge of the City, no Default currently exists under and for purposes of the City Loan Documents. The City agrees the proceeds of the City Loan will then be loaned to Borrower and then will be used to finance certain costs of the Project as provided in the City Loan Documents. Section 2.2 Senior Loan. Except as otherwise provided for in this Agreement, the Senior Loan will be funded by Senior Lender in accordance with the Senior Loan Agreement. Senior Lender agrees and represents that all conditions to funding set forth in Section 6.1 of the Senior Loan Agreement have been fully satisfied or waived, that the Senior Loan Agreement is in full force and effect, and to the knowledge of Senior Lender, no Default or Event of Default is currently under and for purposes of the Senior Loan Agreement. Except for a nominal advance of the Senior Loan proceeds advanced on the closing date of the Senior loan, the remainder of the Senior Loan will be advanced only after the full funding of the City Loan, and after the satisfaction by Borrower of the terms and conditions of Senior Loan Agreement. Section 2.3 Fundings. The City Loan and the Senior Loan shall be funded subject to the terms of the City Documents and the Senior Loan Agreement, respectively. ARTICLE 3 ENFORCEMENT OF CLAIMS Section 3.1 Senior Claims. (a) If a Default or an Event of Default occurs under and as defined in the Loan Agreement, then Senior Lender will provide the City with written notice thereof (a "Notice of Default") contemporaneously with the delivery of such notice to Borrower and will permit the City to cure the default as provided in the following sentence. After Notice of Default, the City will have the option (but not the obligation) to cure the default(s) specified in the Notice of Default in accordance with the following: (1) With respect to monetary defaults, the City will have until expiration of the longer of (A) five (5) calendar days from the date a Notice HOU 408833814x3 4 of Default was given to the City or (B) five (5) calendar days after the expiration of any cure period provided to Borrower under any applicable Senior Loan Document, in which to cure such default. (2) With respect to non-monetary defaults, the City will have until expiration of the longer of (A) thirty (30) calendar days from the date a Notice of Default was given to the City or (B) five (5) calendar days after the expiration of any cure period provided to Borrower under any applicable Senior Loan Document, in which to cure such default. (b) Subject to the foregoing Section 3.1(a), Senior Lender agrees to accept the performance by the City of any obligations imposed on Borrower under the Senior Loan Documents to the same extent as if such obligations had been fully performed by Borrower in a timely manner. Senior Lender will not exercise any right or remedy it may have under the Senior Loan Documents until the expiration of all applicable notice and cure rights of the City under this Agreement, and then only if the City has failed to cure such default. (c) Notwithstanding anything to the contrary contained herein, Senior Lender may sue for collection of any Senior Claim or enforce any other Enforcement Rights for which the statute of limitations will expire within twenty (20) Business Days of the date such suit is instituted. (d) No agreement contained in this Section 3.1 on the part of the Senior Lender to forbear from pursuing any right or remedy under the Senior Loan Documents for any period of time is intended to prevent Senior Lender from taking any steps that are preliminary or necessary, such as the giving of notice, for the subsequent Enforcement of such rights. By way of example and without intending to be exclusive, Senior Lender may give notice of foreclosure or notice as to any other right of remedy that it may have during the periods provided for in Section 3.1 above so that, upon expiration of such period, Senior Lender may have satisfied any and all preconditions to the exercise of such right or remedy. In addition, during any such forbearance period, Senior Lender may exercise its right to accelerate the indebtedness under the Senior Loan Documents subject to the City's (but not Borrower's) right to cure the default or defaults in accordance with the provisions of this Section 3.1 and to reinstate the indebtedness to the status that existed prior to such acceleration. Section 3.2 Junior Claims. (a) If a default or an event of default (or an event which with the passage of time or the giving of notice or both would be an event of default) occurs under any City Loan Document, then the City will provide Senior Lender with a copy of any written notice thereof (a "Notice of Default"), contemporaneously with the delivery of such notice to Borrower and will permit Senior Lender to cure the default as provided in the following sentence. After Notice of Default, Senior Lender will have the option (but not the obligation) to cure the default(s) specified in the Notice of Default as follows (without limiting the requirements of (f) below): HOU 408833814v3 rj (1) With respect to monetary defaults, Senior Lender will have until expiration of the longer of (A) five (5) calendar days from the date a Notice of Default was given to Senior Lender or (B) five (5) calendar days after the expiration of any cure period provided to Borrower under any applicable City Loan Document, in which to cure such default. (2) With respect to non-monetary defaults, Senior Lender will have until expiration of the longer of (A) thirty (30) calendar days from the date a Notice of Default was given to Senior Lender or (B) five (5) calendar days after the expiration of any cure period provided to Borrower under any applicable City Loan Document, in which to cure such default. (b) Subject to the foregoing Section 3.2(a), the City agrees to accept the performance by Senior Lender of any obligations imposed on Borrower or Borrower (as applicable) under the City Loan Documents to the same extent as if such obligations had been fully performed by Borrower or Borrower (as applicable) in a timely manner. (c) The City shall not cancel the City Contract or its agreement to fund thereunder as a result of the occurrence of any Default, or otherwise without first giving Senior Lender notice of its intention to do so, and provide Senior Lender with a reasonable opportunity to cure any condition relating to that condition (which shall be at least the periods set forth in (a) above). (d) The City shall not accept any payment on the City Loan after its receipt of a Notice of Default from Senior Lender and until the City has received written notice that the applicable default or event of default has been cured or waived (any payment received by the City after its receipt of a Notice of Default from Senior Lender and until the City has received written notice that the applicable default has been waived or cured shall be received in trust for the Senior Lender and immediately paid to the Senior Lender). The City in no event shall accept any prepayment on the City Loan unless and until the Senior Loan is fully and finally paid and Senior Lender has no further funding commitments with respect to the Senior Loan. (e) The City will not join with any other creditor, unless Senior Lender shall also join, in bringing any proceedings against Borrower or Borrower (as applicable) under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the Federal or any state government unless and until all of the Senior Loan is paid in full. Notwithstanding the foregoing, in no event will the City be obligated to bring any such proceeding against Borrower. (f) If a City Loan Default occurs and is continuing, the City agrees that, notwithstanding anything to the contrary, without the Senior Lender's prior written consent, it will not commence foreclosure proceedings with respect to the Collateral described in the City Loan Documents or exercise any other rights or remedies it may have under the City Loan Documents, including, but not limited to accelerating the City Loan, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights HOU 4088338140 6 or remedies thereunder unless and until it has given the Senior Lender at least 60 days' prior written notice; during such 60 day period, however, the City shall be entitled to exercise and enforce all other rights and remedies available to the City under the City Loan Documents and/or under applicable laws. Section 3.3 Scheduled Payments. Subject to Section 3.2(d), Borrower (or Borrower as the case may be) may make scheduled payments of principal and interest (but not prepayments) on the City Loan. Section 3.4 Payments. Upon any distribution of the assets of Borrower in connection with any dissolution, winding up, liquidation or reorganization of Borrower or Borrower (whether in a Proceeding or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of Borrower or otherwise), Senior Lender shall first be entitled to receive payment in full of all Senior Claims before the City will be entitled to receive any payment in respect of the Junior Claims (if any). Upon any such dissolution, winding up, liquidation or reorganization, the City shall direct the appropriate paying party to make payment to Senior Lender of any payment or distribution of assets of Borrower or Borrower of any kind or character, whether in cash, property or securities, to which the City is entitled, up to an amount, when aggregated with all amounts Senior Lender is entitled to receive, equal to the then outstanding amount of the Senior Claims. ARTICLE 4 OTHER AGREEMENTS Section 4.1 Modification of Senior Loan Documents. Senior Lender will not without the consent of the City increase or decrease the principal amount of the Senior Loan, except that increases of the Senior Loan for Protective Advances and any other payments made pursuant to the terms of the Senior Loan Documents to protect the collateral position of Senior Lender. Senior Lender may without the consent of the City, at any time, modify, amend, renew, rearrange, supplement or alter the terms of the Senior Loan Documents and settle or compromise any Senior Claim, in all cases to the extent not inconsistent with the immediately preceding sentence. Section 4.2 Modification of City Loan Documents. Unless and until all of the Senior Claims are fully paid and satisfied and the obligations of Senior Lender to make any further loans or advances to the Borrower under the Senior Loan Documents have ceased and terminated, the City will not without the consent of Senior Lender (i) take any additional collateral for the City Loan or require repayment of the City Loan (except as provided for in Section 3.3), or (ii) modify in any material respects the City Contract. The City may without the consent of Senior Lender, at any time, modify, amend, renew, rearrange, supplement or alter the terms of the City Loan Documents and settle or compromise any Junior Claim, in all cases to the extent not inconsistent with the immediately preceding sentence. HOU 4088338140 f Section 4.3 Tax and Insurance Escrow. If the City collects from Borrower payments relating to insurance premiums and ad valorem taxes (the "Tax and Insurance Escrow") in accordance with the terms of the City Loan Documents, the City shall (a) apply the Tax and Insurance Escrow to the payment of insurance premiums and ad valorem taxes not later than ten (10) days prior to delinquency and (b) deliver copies of paid receipts to Senior Lender within thirty (30) days after the date of payment. Section 4.4 Conflicts. The Borrower, the Senior Lender and the City each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the City Loan Documents and the terms of this Agreement, the terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of the Senior Lender and the City in the Project; (b) the timing of the exercise of remedies by the Senior Lender and the City under the Senior Loan Documents and the City Loan Documents, respectively; and (c) solely as between the Senior Lender and the City, the notice requirements, cure rights, and the other rights and obligations which the Senior Lender and the City have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Loan Default or City Loan Default, as the case may be; give the Borrower the right to notice of any Senior Loan Default or City Loan Default, as the case may be other than that, if any, provided, respectively under the Senior Loan Documents or the City Loan Documents; or create any other right or benefit for Borrower as against Senior Lender or City. Section 4.5 [Reservedl. Section 4.6 Representations and Warranties. (a) Senior Lender represents and warrants to the City that: (1) Senior Lender has the full power and authority to enter into this Agreement and this Agreement will be binding upon Senior Lender when executed and delivered by Senior Lender; (2) The Senior Loan Documents, copies of which have been delivered to the City concurrently with the execution hereof, are true and correct copies of the Senior Loan Documents and are the only documents in existence evidencing or securing the Senior Loan and constitute the entire agreement between Senior Lender and Borrower in connection with the Senior Loan; and (3) To Senior Lender's knowledge, Borrower is not in default under the Senior Loan Documents. (b) The City represents and warrants to Senior Lender that: HOU 408833814x3 8 (1) the City has the full power and authority to enter into this Agreement and this Agreement will be binding upon the City when executed and delivered by the City; (2) As of the date hereof, the committed amount of the City Loan is, or when fully funded will be, $1,056,000.00; (3) The City Loan Documents, copies of which have been delivered to Senior Lender concurrently with the execution hereof are true and correct copies of the City Loan Documents and are the only documents in existence evidencing the City Loan and constitute the entire agreement between the City and Borrower in connection with the City Loan; and (4) To the City's knowledge, Borrower is not in default under the City Loan Documents. Section 4.7 No Partnership, Responsibilities. The execution of this Agreement will not create or be construed as creating a partnership, joint venture or other joint enterprise between Senior Lender and the City. Nothing in this Agreement will be construed to constitute Senior Lender or the City as trustee or other fiduciary for the other or to impose on either of them any duty, responsibility or obligation other than those expressly provided for herein. Each of Senior Lender and the City has, independently and without reliance on the other and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrower and agrees that it will, independently and without reliance upon the other and based on such documents and information as it deems appropriate at the time, continue to make its own independent analysis and decisions in taking or not taking action under this Agreement, the Senior Loan Documents or the City Loan Documents, as the case may be. Except for the appraisal and environmental reports provided to the City by the Senior Lender, each of Senior Lender and the City will obtain its own inspections and other reports relating to Borrower and the Project and, except for the appraisal and environmental report provided to the City by the Senior Lender, will not rely upon inspections and other reports produced by or for the other lender. Neither Senior Lender nor the City will be required to keep itself informed as to the performance or observance by Borrower of the other lender's loan documents or to inspect the Project or the books and records of Borrower, including, without limitation restricting advances of funds under its loan documents because such advances are not allowed under the other lender's loan documents or under other agreements between Borrower and the other lender. It will be the City's responsibility to determine whether Borrower's agreements and actions under the Senior Loan Documents comply with the City Loan Documents. Likewise, it will be the Senior Lender's responsibility to determine whether Borrower's agreements and actions under the City Loan Documents comply with the Senior Loan Documents. In connection therewith, the City releases Senior Lender from any obligations, costs, claims or expenses (the "Reliance Claims") related to the administration of the Senior Loan or the advance or refusal to advance funds under the Senior Loan Documents that might be contrary to the City Loan Documents or any other HOU 4088338140 9 agreements between Borrower and the City, except as expressly agreed to by Senior Lender in this Agreement. Likewise, Senior Lender releases the City from any Reliance Claims related to the administration of the City Loan or the advance or refusal to advance funds under the City Loan Documents that might be contrary to the Senior Loan Documents or any other agreements between Borrower and Senior Lender, except as expressly agreed to by the City in this Agreement. Section 4.8 Estoppel Letters. Within ten (10) business days after a request therefor by Senior Lender or the City, as the case may be (the "Requesting Party"), the party of whom such request is made (the "Responding Party") shall furnish to the Requesting Party a written letter addressed to the Requesting Party and any other party reasonably requested by the Requesting Party (including, without limitation, any actual or prospective assignee of the Requesting Party or actual or prospective purchaser of the Project) which states the principal amount then outstanding on the Responding Party's loan and the date to which interest on such loan has been paid, the amount of any escrows, reserves or other sums held by or on behalf of the Responding Party (whether or not disbursed) and stating whether it has given any notice of the existence of any default under the Responding Party's loan and that, to its knowledge, there is no condition or event which constitutes a default or which, after notice or lapse of time or both, would constitute a default or, if any such condition or event exists, specifying in reasonable detail the nature and period of existence thereof and what action Borrower is taking or (to the extent then known to the Responding Party) proposes to take with respect thereto. Section 4.9 Beneficiaries. The provisions of this Agreement define the relative rights of the City and Senior Lender and nothing contained in this Agreement is intended to or will impair the obligations of Borrower, which are unconditional and absolute, to pay the Senior Claims and/or the Junior Claims as and when the same will become due and payable in accordance with their respective terms, or to affect the relative rights of creditors of Borrower other than Senior Lender and the City. Borrower is not a third-party beneficiary of any of the agreements contained herein between Senior Lender and the City and this Agreement may not be enforced by Borrower or any guarantor of the Senior Loan or the City Loan. Section 4.10 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by Senior Lender or the City will be deemed to be made unless the same is in writing signed on behalf of the party making such waiver and any such waiver will be a waiver only with respect to the specific instance involved and will in no way impair the rights of the party making such waiver or, unless otherwise agreed, the obligations of the other party to such party in any other respect or at any other time. Section 4.11 Subrogation. No payment or distribution to Senior Lender will entitle the City to exercise any right of subrogation until all Senior Claims have been paid in full and all Senior Loan Documents have been terminated. HOU 4088338140 10 Section 4.12 Governing Law. This Agreement will be governed by the laws of the State of Texas. Section 4.13 Notices. All notices to Senior Lender or the City required under this Agreement will be sent to Senior Lender or the City at the address given beneath its signature to this Agreement, or, as to each party, at such other address as may be designated by such party in a written notice to the other party. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given will be in writing and will be personally served, telecopied, telexed or sent by recognized commercial overnight courier service or U.S. mail and will be deemed to have been given when delivered in person, upon receipt of a telecopy (if a hard copy thereof is mailed to such party on the date such telecopy is sent) or telex, four (4) days after deposit in the U.S. mail properly addressed and postage prepaid and one (1) Business Day after delivery to such courier service with charges prepaid and properly addressed. Section 4.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be an original and all of which will together constitute one and the same document. Section 4.15 Authorization. By his signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that he is duly authorized to do so. Section 4.16 Successors and Assigns. The term of this Agreement will apply to, be binding upon, and inure to the benefit of, the parties hereto, their successors, assigns and legal representatives, and all other Persons claiming by, through, and under them. No consent or approval of Senior Lender will be required for (a) any refinancing of the City Loan through an Institution other than the City (whether accomplished by payment and release or a transfer of the Junior Liens) or (b) any transfer, participation or assignment of any portion of the City Loan to or with an Institution provided that the City or any entity under common control with the City retains a majority interest in the City Loan and the City retains the right to act on behalf of all transferees, participants or assignees of the City Loan; otherwise, any transfer, participation or assignment of all or any portion of the City Loan will require the written consent of Senior Lender. No consent or approval of the City will be required for (a) any refinancing of the Senior Loan through an Institution other than the Senior Lender (whether accomplished by payment and release or a transfer of the Senior Liens), and in connection therewith, the City agrees to enter into an Intercreditor Agreement with such Institution provided that the terms are substantially similar to the terms of this Agreement, or (b) any transfer, participation or assignment of any portion of the Senior Loan to or with an Institution provided that Senior Lender or any entity under common control with Senior Lender retains a majority interest in the Senior Loan and Senior Lender retains the right to act on behalf of all transferees, participants or designees of the Senior Loan; otherwise, any transfer, participation or assignment of all or any portion of the Senior Loan will require the written consent of the City. HOU 4088338140 11 EXECUTED as of the date first above written. "SENIOR LENDER" JPMORGAN CHASE BANK, N.A. By: Olivio C. Ochoa, Authorized Officer Address for Notice: 2200 Ross Avenue TX1-2951 Dallas, Texas 75201 STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the day of , 2018, by Olivio C. Ochoa, Authorized Officer of JPMORGAN CHASE BANK, N.A., a national banking association, on behalf of said banking association. NOTARY PUBLIC, State of Texas HOU 408833814x3 12 "City" AT ST: FORT�o OF FORT WORTH C C' y Secret t j' `= ernando Costa, Assistant City Manager �RPROVED AS TO FO Y: Paige Mebane, Assistant City Attorney Address for Notice: CITY OF FORT WORTH M&C: Neighborhood Services Department Attn: Assistant Director 12 9 5 200 Texas Street Fort Worth, Texas 76102 THE STATE OF TEXAS § COUNTY OF rr nl- § This instrument was acknowledged before me on , 2018, by Fernando Costa, Assistant City Manager of the CITY OF RT WORTH, a Texas municipal corporation, on behalf of said municipal corporation. S TRIKINYA L. JOHNSON °,"aY NOTA PUB C, State of T E X A S _Z�{�;Notary Public,State of Texas Comm. Expires 04-17-2022 mit� Notary ID 1238832-0 u � OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX HOU 4088338140 13 "BORROWER" MISTLETOE STATION, LLC, a Texas limited liability company By: Saigebrook Mistletoe, LLC, a Texas limited liability company, its managing membe By: Lisa M. Stephen President STATE OF TEXAS § COUNTYOF C��fr� § // Thi instrument was acknowledged before me on the6��day of L-t-al4cr�--7 2018, by Lisa M. Stephens, President of Saigebrook Mistletoe, LLC, a Texas limited liability company, on behalf of said limited liability company, managing member of MISTLETOE STATION, LLC, a Texas limited liability company. - !� Notary Public, State of Texas KATHERINE E JOHNSON Notary ID# 130604692 My Commission Expires M4rch 29,2020 5501-A Balcones Drive, #302 Austin, Texas 78731 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX HOU 408833814 SIGNATURE PAGE TO INTERCREDITOR & SUBORDINATION AGREEMENT(HOME Loan) SCHEDULE1 City Loan Documents 1. HOME Contract. 2. Deed Restrictions 3. Promissory Note. 4. Deed of Trust, Security Agreement— Financing Statement. HOU 408833814v3 SCHEDULE2 Senior Loan Documents 1. Credit and Security Documents (a) Credit Supplement and Funding Agreement (b) Advance Promissory Note (c) Deed of Trust (d) Financing Statement UCC-1 (e) Notice of Final Agreement (f) Intercreditor and Subordination Agreement (g) Assignment of Management Agreement (h) Assignment of Accounts (i) Developer for Subordination Assignment 2. Guaranties and Indemnity (a) Payment and Performance Guarantys (b) Environmental Indemnification Agreement HOU 408833814v3 EXHIBIT "A"" 11..�W.�CaA ��ly�l fli.l�lt�dll TRACT I: LOT 1-R1, BLOCK 3R, OF FRISCO ADDITION,TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF, RECORDED UNDER COUNTY CLERK'S FILE NO. D212125731, REAL PROPERTY RECORDS, TARRANT COUNTY, TEXAS. ALSO KNOWN AS TRACT I: BEING a tract of land in the E.S. Harris Survey, Abstract No. 688 in the City of Fort Worth, Tarrant County, Texas, being a part of that tract of land described as Tract 1 in Special Warranty Deed to 1700 Mistletoe Partners, Ltd., as recorded in County Clerk's Document No. D207136848 in the Official Records of Tarrant County, Texas (O.R.T.C.T.), being all of Lot 1-R1 of Lots 1-R1 and 1-R2, Block 3R, Frisco Addition, an addition to the City of Fort Worth, Tarrant County,Texas, as recorded in County Clerk's Document No. D212125731 O.R.T.C.T., being a part of Beckham Place (variable width right-of-way)and being more particularly described as follows: BEGINNING at the northeast corner of said Lot 1-R1, from which a 1/2-inch found iron rod with plastic cap stamped "AREA SURVEYING" bears North 48 degrees 50 minutes 32 seconds East, a distance of 0.25 feet, and being on the south right-of-way line of Beckham Place (a variable width right-of-way); THENCE South 00 degrees 42 minutes 24 seconds East, a distance of 203.93 feet to a 5/8-inch found iron rod for the southeast corner of said Lot 1-R1, being on the north right-of-way line of Mistletoe Boulevard (a variable width right-of-way); THENCE North 89 degrees 22 minutes 55 seconds West, passing a 1/2-inch found iron rod with plastic cap stamped "GRANT ENG RPLS 4151" for the south end of a corner clip of said Lot 1-R-1 at a distance of 212.37 feet, and continuing for a total a distance of 222.37 feet to a 3/4-inch found iron rod for corner at the intersection of the projected said north right-of-way line and the projected east right-of-way line of said Beckham Place; THENCE North 06 degrees 51 minutes 00 seconds West, passing a 1/2-inch found iron rod with plastic cap stamped "GRANT ENG RPLS 4151" for the north end of a corner clip of said Lot 1-R-1 at a distance of 10.00 feet, passing a 1/2-inch found iron rod with plastic cap stamped "GRANT ENG RPLS 4151" for the south end of a corner clip of said Lot 1-R-1 at a distance of 48.06 feet, and continuing for a total distance of 58.06 feet to a point for corner; THENCE North 57 degrees 36 minutes 24 seconds East, passing a 1/2-inch found iron rod with plastic cap tamped "GRANT ENG RPLS 4151"for the north end of a corner clip of said Lot 1-R-1 at a distance of $g1O 0.O0 feet, and continuing for a total distance of 268.55 feet to the POINT OF BEGINNING AND 1 CONTAINiiNG 29,702 square feet or 0.6819 acres of land, more or less. ro _ � h co � n N v' L0) TRACT II: DESCRIPTION FOR A PART OF BLOCK B OF MISTLETOE HEIGHTS, AN ADDITION IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AS SAID BLOCK APPEARS UPON THE MAP RECORDED IN VOLUME 388, PAGE 5 OF THE TARRANT COUNTY DEED RECORDS AND EMBRACING A PORTION OF THE TRACT DESCRIBED IN THE DEED TO L. E. TREZEVANT RECORDED IN VOLUME 1929, PAGE 240 OF SAID DEED RECORDS, AND BEING DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT AN AXLE FOUND FOR THE SOUTHEAST CORNER OF SAID BLOCK B IN THE NORTH LINE OF BECKHAM PLACE AND BEING THE SOUTHWEST CORNER OF LOT 6 OF TREZEVANT SUBDIVISION, SAID AXLE BEING THE SOUTHEAST CORNER OF SAID TREZEVANT TRACT; THENCE SOUTH 59 DEGREES 33 MINUTES 00 SECONDS WEST, ALONG THE SOUTH LINE OF SAID TREZEVANT TRACT AND THE SAID NORTH LINE OF BECKHAM PLACE, 129.99 FEET TO A 3/4" IRON PIN FOUND FOR THE SOUTHERLY SOUTHEAST CORNER OF THE TRACT DESCRIBED IN THE DEED TO HELEN J. WILLIAMS, RECORDED IN VOLUME 5619, PAGE 93 OF THE SAID DEED RECORDS; THENCE NORTH 11 DEGREES 22 MINUTES 00 SECONDS WEST, ALONG THE SOUTHERLY EAST LINE OF SAID WILLIAMS TRACT 164.10 FEET TO A 1/2" IRON PIN SET WITH CAP MARKED, "AREA SURVEYING' FOR CORNER; THENCE NORTH 83 DEGREES 52 MINUTES 00 SECONDS EAST, ALONG A NORTHERLY SOUTH LINE OF SAID WILLIAMS TRACT, 82.64 FEET TO A 1/2" IRON PIN SET WITH CAP MARKED, "AREA SURVEYING' FOR THE NORTHERLY SOUTHEAST CORNER OF SAID WILLIAMS TRACT; THENCE NORTH 03 DEGREES 57 MINUTES 00 SECONDS WEST, ALONG AN EAST LINE OF SAID WILLIAMS TRACT, 16.77 FEET TO A 1/2" IRON PIN SET WITH CAP MARKED, "AREA SURVEYING" FOR THE MOST SOUTHERLY SOUTHWEST CORNER OF LOT 1, BLOCK B-R, MISTLETOE HEIGHTS, ACCORDING TO PLAT RECORDED IN VOLUME 388-160, PAGE 1, PLAT RECORDS,TARRANT COUNTY, TEXAS; THENCE NORTH 86 DEGREES 05 MINUTES 23 SECONDS EAST, ALONG THE SOUTH LINE OF SAID LOT 1, 54.56 FEET TO A 3/4 INCH IRON PIN FOUND FOR THE NORTHWEST CORNER OF LOT 7 OF TREZEVANT SUBDIVISION; THENCE SOUTH 04 DEGREES 07 MINUTES 19 SECONDS EAST, ALONG THE EAST LINE SAID TREZEVANT TRACT AND THE WEST LINE OF TREZEVANT SUBDIVISION, 124.61 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.424 OF AN ACRE OF LAND. ALSO KNOWN AS: TRACT II: BEING a tract of land in the E.S. Harris Survey, Abstract No. 688 in the City of Fort Worth, Tarrant County, Texas, being all of that called 0.424 acre tract of land described in General Warranty Deed With Mineral Reservations to 1700 Mistletoe Partners, Ltd., as recorded in County Clerk's Document No. D207307960 in the Official Records of Tarrant County, Texas (O.R.T.C.T.), and being more particularly described as follows: BEGINNING at a found axle for the southeast corner of said 0.424 acre tract, being on the north right-of- way line of Beckham Place (a variable width right-of-way); THENCE South 59 degrees 40 minutes 50 seconds West, along said north right-of-way line, a distance of 129.99 feet to a 3/4-inch found iron rod for the common southeast corner of that tract of land described in Warranty Deed to All Saints Episcopal Hospital of Fort Worth, Inc., as recorded in Volume 10876, Page 1719 O.R.T.C.T. and the southwest corner of said 0.424 acre tract; THENCE North 11 degrees 14 minutes 10 seconds West, departing said north right-of-way line, a distance of 164.21 feet to the common northwest corner of said 0.424 acre tract of land and an ell corner of said All Saints tract; THENCE North 83 degrees 59 minutes 50 seconds East, a distance of 82.91 feet to a common ell corner of said All Saints tract and said called 0.424 acre tract of land; THENCE North 03 degrees 50 minutes 10 seconds West, a distance of 16.58 feet to a 5/8-inch found iron rod for an ell corner of said 0.424 acre tract of land, the most southerly southwest corner of Lot 1 in Block B-R of Mistletoe Heights as recorded in Volume 388-160, Page 1 in the Plat Records of Tarrant County, Texas, and being on the east line of said All Saints tract; THENCE North 86 degrees 13 minutes 12 seconds East, a distance of 54.54 feet to a 5/8-inch found iron rod for the northeast corner of said called 0.424 acre tract of land, and being on the south line of said Lot 1; THENCE South 03 degrees 53 minutes 11 seconds East, a distance of 124.54 feet to the POINT OF BEGINNING AND CONTAINING 18,495 square feet or 0.4246 acres of land, more or less. TRACT III: BEING A PART OF BLOCK "B" OF MISTLETOE HEIGHTS ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY,TEXAS, ACCORDING TO PLAT RECORDED IN VOLUME 388, PAGE 5, DEED RECORDS OF TARRANT COUNTY,TEXAS, SAID PART OF BLOCK "B" BEING DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF SAID BLOCK B AND IN THE EAST LINE OF THE RIGHT- OF-WAY OF THE R.R.T. &S. RY., 50 FEET FROM ITS TRACK CENTER AT RIGHT ANGLES FOR THE SOUTHWEST AND BEGINNING CORNER OF THE TRACT BEING DESCRIBED; THENCE NORTH 6 DEGREES 08 MINUTES WEST, ALONG SAID BLOCK LINE AND RIGHT-OF-WAY LINE, 402.2 FEET TO AN IRON; THENCE NORTH 83 DEGREES 52 MINUTES EAST 98 FEET TO AN IRON; THENCE SOUTH 6 DEGREES 08 MINUTES EAST 45 FEET TO AN IRON; THENCE NORTH 83 DEGREES 52 MINUTES EAST 110-7/10 FEET TO AN IRON; THENCE SOUTH 3 DEGREES 57 MINUTES EAST 132-1/10 FEET TO AN IRON; THENCE SOUTH 83 DEGREES 52 MINUTES WEST 82-6/10 FEET TO AN IRON; THENCE SOUTH 11 DEGREES 22 MINUTES EAST 164-4/10 FEET TO AN IRON IN THE SOUTH LINE OF SAID BLOCK B; THENCE SOUTH 59 DEGREES 33 MINUTES WEST, ALONG SAID SOUTH LINE OF BLOCK B, 149-3/10 FEET TO THE PLACE OF BEGINNING. ALSO KNOWN AS: TRACT III: BEING a tract of land in the E.S. Harris Survey, Abstract No. 688 in the City of Fort Worth, Tarrant County,Texas, being all of that tract of land described in Warranty Deed to All Saints Episcopal Hospital of Fort Worth, Inc., as recorded in Volume 10876, Page 1719 in the Official Records of Tarrant County, Texas (O.R.T.C.T.), and being more particularly described as follows: BEGINNING at a 1/2-inch found iron rod with plastic cap stamped "FULTON SURVEYING" for the common northwest corner of said All Saints tract, the most westerly southwest corner of Lot 1 in Block B-R of Mistletoe Heights as recorded in Volume 388-160, Page 1 in the Plat Records of Tarrant County, Texas, and being on the east line of Burlington Northern Santa Fe Railroad (100 foot wide right-of-way); THENCE North 84 degrees 06 minutes 47 seconds East, along the common line between said All Saints tract and said Lot 1, a distance of 98.08 feet to a 1/2-inch found iron rod with plastic cap stamped "GRANT ENG RPLS 4151" for a common ell corner of said All Saints tract and said Lot 1; THENCE South 06 degrees 21 minutes 44 seconds East, continuing along said common line, a distance of 44.82 feet to a 1/2-inch found iron rod with plastic cap stamped "GRANT ENG RPLS 4151"for a common ell corner of said All Saints tract and said Lot 1; THENCE North 84 degrees 04 minutes 15 seconds East, continuing along said common line, a distance of 110.60 feet to a 5/8-inch found iron rod for the northeast corner of said All Saints tract and an ell corner of said Lot 1; THENCE South 03 degrees 50 minutes 10 seconds East, along the east line of said All Saints tract, passing a 5/8-inch found iron rod for the most southerly southwest corner of said Lot 1, and an ell corner of that called 0.424 acre tract of land described in General Warranty Deed With Mineral Reservations to 1700 Mistletoe Partners, Ltd., as recorded in County Clerk's Document No. D207307960 O.R.T.C.T. at a distance of 115.35 feet and continuing for a total distance of 131.94 feet to a point for a common ell corner of said All Saints tract and said called 0.424 acre tract of land; THENCE South 83 degrees 59 minutes 50 seconds West, departing said east line, a distance of 82.91 feet to the common northwest corner of said 0.424 acre tract of land and an ell corner of said All Saints tract; THENCE South 11 degrees 14 minutes 10 seconds East, a distance of 164.21 feet to a 3/4-inch found iron rod for the common southeast corner of said All Saints tract, the southwest corner of said 0.424 acre tract, and being on the north right-of-way line of Beckham Place(a variable width right-of-way); THENCE South 59 degrees 40 minutes 50 seconds West, departing said east line and along said north right-of-way line, a distance of 149.29 feet to a 1/2-inch found iron rod with plastic cap stamped "GRANT ENG RPLS 4151" for corner on said east right-of-way line; THENCE North 06 degrees 00 minutes 10 seconds West, departing said north right-of-way line and along said east right-of-way line, a distance of 402.00 feet to the POINT OF BEGINNING AND CONTAINING 56,858 square feet or 1.3053 acres of land, more or less. TRACT IV: Being a tract or parcel of land situated in the E.S. Harris Survey Abstract No. 688, City of Fort Worth, Tarrant County,Texas and being a portion of Beckham Place (a 60 foot right of way) as recorded in the Fort Worth Original Town, an addition to the City of Fort Worth (no recording information found) also shown on plat of Lots 1&2, Block 3-A Frisco Addition, as recorded in 388-173, Page 11 Plat Records Tarrant County Texas and being all of that tract of land described in deed to the City of Fort Worth as recorded in Volume 3418, Page 632 D.R.T.C.T. and the south right of way line being described in Residue of Beckham Place vacated by Ordinance No. 9104, being all of that called 0.4304 acre tract of land described in City of Fort Worth Ordinance No. 23278-06-2018 Vacating and Extinguishing a portion of Beckham Place, and being more particularly described below: BEGINNING at a 1/2-inch found iron with cap stamped GRANT ENG RPLS 4151 being at the intersection of the north right of way line of Beckham Place (variable width right-of-way) and the east right of way line of Burlington Northern Santa Fe Railroad (100 foot wide right-of-way), and being the southwest corner of that tract of land described in Warranty Deed to All Saints Episcopal Hospital of Fort Worth Inc., recorded in Volume 10876, Page 1719 Official Records Tarrant County Texas (O.R.T.C.T.); THENCE North 59 degrees 40 minutes 50 seconds East, along the north right of way line of said Beckham Place, passing at a distance of 149.29 feet, a 3/4-inch iron rod for the southeast corner of said All Saints tract and being the southwest corner of 1700 Mistletoe Partners, Ltd., recorded in Document No. D207307960 O.R.T.C.T., and continuing for a total distance of 255.74 feet to a point for corner; THENCE South 00 degrees 42 minutes 24 seconds East, over and across said Beckham Place, a distance of 70.58 feet to a point for corner being on the south right of way line of said Beckham Place; THENCE South 57 degrees 36 minutes 24 seconds West, along said south right of way line, a distance of 198.04 feet to a point for corner at the point of intersection of said south right of way line and the east right of way line of said Beckham Place same being the east line of said City of Fort Worth tract; THENCE South 06 degrees 51 minutes 00 seconds East, along said east right of way line, a distance of 58.06 feet to a point for corner being at the intersection of said east right of way line and the north right of way line of Mistletoe Boulevard (a variable width right of way); THENCE North 89 degrees 22 minutes 55 seconds West, over and across said Beckham Place, a distance of 50.32 feet to a point for corner being on the east right of way line of said Burlington Northern Santa Fe Railroad; THENCE North 06 degrees 00 minutes 10 seconds West, along said east right of way line, passing at a distance of 27.87 feet, the northwest corner of said City of Fort Worth tract, and continuing for a total distance of 105.25 feet to the POINT OF BEGINNING AND CONTAINING 18,744 square feet or 0.4303 acres of land, more or less. LESS AND EXCEPT: Being a tract or parcel of land situated in the E.S. Harris Survey Abstract No. 688, City of Fort Worth, Tarrant County, Texas and being all of that tract of land described in deed to the City of Fort Worth as recorded in Volume 3418, Page 632 D.R.T.C.T. and being more particularly described below: BEGINNING at a 3/4-inch found iron rod for the southeast corner of said City of Fort Worth tract, being on the north right of way line of Mistletoe Boulevard (a variable width right of way); THENCE North 89 degrees 22 minutes 55 seconds West, along said north right of way line, a distance of 50.32 feet to a point for corner at the intersection of said north right of way line with the east right of way line of Burlington Northern Santa Fe Railroad (100 foot wide right-of-way); THENCE North 06 degrees 00 minutes 10 seconds West, departing said north right of way line and along said east right of way line, a distance of 27.87 feet to a point for corner; THENCE North 57 degrees 36 minutes 24 seconds East, departing said east right of way line, a distance of 54.84 feet to a point for corner; THENCE South 06 degrees 51 minutes 00 second East,.a distance of 58.06 feet to the POINT OF BEGINNING AND CONTAINING 2,133 square feet or 0.0490 acres of land, more or less. TRACT V: Being a tract or parcel of land situated in the E.S. Harris Survey Abstract No. 688, City of Fort Worth, Tarrant County,Texas and being all of that tract of land described in deed to the City of Fort Worth as recorded in Volume 3418, Page 632 D.R.T.C.T. and being part of that called 0.4304 acre tract of land described in City of Fort Worth Ordinance No. 23278-06-2018 Vacating and Extinguishing a portion of Beckham Place and being more particularly described below: BEGINNING at a 3/4-inch found iron rod for the southeast corner of said City of Fort Worth tract, being on the north right of way line of Mistletoe Boulevard (a variable width right of way); THENCE North 89 degrees 22 minutes 55 seconds West, along said north right of way line, a distance of 50.32 feet to a point for corner at the intersection of said north right of way line with the east right of way line of Burlington Northern Santa Fe Railroad (100 foot wide right-of-way); THENCE North 06 degrees 00 minutes 10 seconds West, departing said north right of way line and along said east right of way line, a distance of 27.87 feet to a point for corner; THENCE North 57 degrees 36 minutes 24 seconds East, departing said east right of way line, a distance of 54.84 feet to a point for corner; THENCE South 06 degrees 51 minutes 00 seconds East, a distance of 58.06 feet to the POINT OF BEGINNING AND CONTAINING 2,133 square feet or 0.0490 acres of land, more or less. TRACTS I, II, III, IV AND V ALSO KNOWN AS: PLAT DESCRIPTION: BEING a tract of land in the E.S. Harris Survey, Abstract No. 688 in the City of Fort Worth, Tarrant County,Texas, being all of that tract of land described as Tract 1 in Special Warranty Deed to 1700 Mistletoe Partners, Ltd., as recorded in County Clerk's Document No. D207136848 in the Official Records of Tarrant County, Texas (O.R.T.C.T.), and being all of Lot 1-R1 of Lots 1-R1 and 1-R2, Block 3R, Frisco Addition, an addition to the City of Fort Worth,Tarrant County,Texas, as recorded in County Clerk's Document No. D212125731 O.R.T.C.T., and being all of that tract of land described in Warranty Deed to All Saints Episcopal Hospital of Fort Worth, Inc., as recorded in Volume 10876, Page 1719 O.R.T.C.T., and being all of that called 0.424 acre tract of land described in General Warranty Deed With Mineral Reservations to 1700 Mistletoe Partners, Ltd., as recorded in County Clerk's Document No. D207307960 O.R.T.C.T., and being more particularly described as follows: BEGINNING at a 5/8-inch found iron rod for the southeast corner of said Lot 1-111, being on the north right-of-way line of Mistletoe Boulevard (a variable width right-of-way); THENCE North 89 degrees 22 minutes 55 seconds West, along said north line, a distance of 272.69 feet to a 1/2-inch set iron rod with yellow plastic cap stamped "HALFF" (hereinafter referred to as "with cap") for corner on the east line of Burlington Northern Santa Fe Railroad (100 foot wide right-of-way); THENCE North 06 degrees 00 minutes 10 seconds West, departing said north line and along said east line, a distance of 507.25 feet to a 1/2-inch found iron rod with plastic cap stamped "FULTON SURVEYING" for the northwest corner of said All Saints tract; THENCE North 84 degrees 06 minutes 47 seconds East, departing said east line and along the north line of said All Saints tract, a distance of 98.08 feet to a 1/2-inch found iron rod with plastic cap stamped "GRANT ENG RPLS 4151" for corner; THENCE South 06 degrees 21 minutes 44 seconds East, continuing along said north line, a distance of 44.82 feet to a 1/2-inch found iron rod with plastic cap stamped "GRANT ENG RPLS 4151" for corner; THENCE North 84 degrees 04 minutes 15 seconds East, continuing along said north line, a distance of 110.60 feet to a 5/8-inch found iron rod for the northeast corner of said All Saints tract; THENCE South 03 degrees 50 minutes 10 seconds East, departing said north line and along the east line of said All Saints tract, a distance of 115.35 feet to a 5/8-inch found iron rod for ell corner on the north line of said 0.424 acre tract; THENCE North 86 degrees 13 minutes 12 seconds East, departing said east line and along said north line, a distance of 54.54 feet to a 5/8-inch found iron rod for the northeast corner of said 0.424 acre tract; THENCE South 03 degrees 53 minutes 11 seconds East, departing said north line and along the east line of said 0.424 acre tract, a distance of 124.54 feet to a found axle for the southeast corner of said 0.424 acre tract, being on the north right-of-way line of Beckham Place (a variable width right-of-way); THENCE South 59 degrees 40 minutes 50 seconds West, departing said east line and along said north line, a distance of 23.54 feet to a 1/2-inch set iron rod with cap for corner; THENCE South 00 degrees 42 minutes 24 seconds East, departing said north line, a distance of 70.58 feet to a 1/2-inch set iron rod with cap for corner on the south right-of-way line of said Beckham Place; THENCE North 57 degrees 36 minutes 24 seconds East, along said south line, a distance of 70.51 feet to a point for the northeast corner of said Lot 1-111, from which a 1/2-inch found iron rod with plastic cap stamped "AREA SURVEYING" bears North 48 degrees 50 minutes 32 seconds East, a distance of 0.25 feet; THENCE South 00 degrees 42 minutes 24 seconds East, departing said south line and along the east line of said Lot 1-R1, a distance of 203.93 feet to the POINT OF BEGINNING AND CONTAINING 123,799 square feet or 2.842 acres of land, more or less.