Regent Bank v. Samuel Bryan Mayberry

IN THE DISTRICT COURT IN AND FOR TULSA COUNTY STATE OF OKLAHOMA REGENT BANK, Plaintiff, vs. SAMUEL BRYAN MAYBERRY, Defendant. FILED DISTRICT COURT TULSA COUNTY, OKLAHOMA February 23, 2026 3:14 PM DON NEWBERRY, COURT CLERK Case Number CJ-2026-829 PETITION COMES NOW the Plaintiff Regent Bank ("Bank") and for its causes of action against the named Defendant herein, alleges and states: 1. Bank is an Oklahoma banking entity doing business throughout the State of Oklahoma including in Tulsa County, Oklahoma. 2. On information and belief, Defendant Samuel Bryan Mayberry ("Mayberry") is an individual residing in Tulsa County, Oklahoma. 3. The events giving rise to this action occurred in Tulsa County, Oklahoma. 4. The real property which is the subject of this action is located in Tulsa County, Oklahoma. 5. This Court has personal jurisdiction over the parties hereto, subject matter jurisdiction lies herein, and venue is availing. FIRST CAUSE OF ACTION (SUIT ON NOTE 2406877) 6. For its First Cause of Action against Mayberry, Bank realleges and adopts the allegations set forth in paragraphs 1 through 5 of the Petition. 7. On July 8, 2024, Bank extended Loan Number 2406877 to Mayberry in the original principal amount of $272,850.00 (the “Loan”) as evidenced by that Residential Construction Loan Agreement executed by Mayberry and Bank (the “Loan Agreement”), a copy of which is attached hereto, marked Exhibit “A” and incorporated herein by reference. 8. To evidence the indebtedness of the Loan, on July 8, 2025, Mayberry made, executed and delivered to Bank that certain Residential Construction Loan Fixed Rate, Interest-Only Balloon Promissory Note, (the “Note”) in the original principal amount of $272,850.00, with interest accruing thereon at the rate of 8.5% and an original maturity date of July 7, 2025, repayable in accordance with the terms set forth therein. A copy of the Note is attached hereto, marked Exhibit “B”, and incorporated by reference herein. 9. On July 7, 2025, Regent and Mayberry agreed to extend the maturity date of the Note until October 7, 2025. 10. Bank is the owner and original holder of the Note and is entitled to bring this action in its own right. 11. Mayberry failed to make the payments due, pursuant to the terms of the Note, rendering him in default thereunder. 12. Mayberry has failed and refused and continues to fail and refuse to pay the indebtedness due and owing under the Note. 13. As of February 12, 2026, there was due, owing and unpaid on the Note, the total sum of $215,970.26, consisting of $208,268.91 in principal, accrued interest in the amount of $7,626.35, and late charges and other fees in the amount of $75.00. Interest continues to accrue at the contractual rate of 8.5% per annum from and after February 12, 2026 until the indebtedness is paid in full. 14. Under the terms of the Note, Bank is entitled to recover its costs, expenses and reasonable attorneys’ fees incurred in connection with this action. 15. Bank is entitled to judgment in personam against Mayberry, on the Note, for the sum of $215,970.26, consisting of $208,268.91 in principal, accrued interest in the amount of $7,626.35, and late charges and other fees in the amount of $75.00, interest continuing to accrue at the contractual rate of 8.5% per annum from and after February 12, 2026 until the indebtedness is paid in full, together with Bank’s costs, expenses and reasonable attorneys’ fees incurred in connection herewith and interest on the total from and after date of judgment until paid in full at the Oklahoma statutory rate for interest on judgments. SECOND CAUSE OF ACTION (FORECLOSURE OF MORTGAGE) 16. For its Second Cause of Action against Mayberry, Bank realleges and adopts the allegations set forth in paragraphs 1 through 15 of the Petition. 17. As partial security for repayment of the indebtedness evidenced by the Note and all other indebtedness then or thereafter owing to the Bank by Mayberry, Mayberry made, executed and delivered to the Bank that certain Mortgage dated July 8, 2024, which was recorded on July 15, 2024 as Doc No. 2024056177, in the records of the County Clerk of Tulsa County, State of Oklahoma (the “Mortgage”), covering the real property hereinafter described including all existing or subsequently erected buildings, improvements and fixtures located thereon, to wit: THE PART OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER (SW/4 NE/4) OF SECTION ELEVEN (11), TOWNSHIP EIGHTEEN (18) NORTH, RANGE FOURTEEN (14) EAST OF THE INDIAN BASE AND MERIDIAN, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE U.S. GOVERNMENT SURVEY THEREOF, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT: BEGINNING AT A POINT THIRTY (30) FEET SOUTH OF THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER (NW/4 NE/4) OF SECTION ELEVEN (11); THENCE WEST ALONG THE SOUTH LINE OF GREELEY STREET, A DISTANCE OF ONE HUNDRED FORTY-ONE (141) FEET TO THE POINT OF BEGINNING; THENCE SOUTH ONE HUNDRED FORTY (140) FEET; THENCE WEST FIFTY (50) FEET; THENCE NORTH ONE HUNDRED FORTY (140) FET; THENCE EAST FIFTY (50) FEET TO THE POINT OF BEGINNING. THIS PROPERTY OTHERWISE DESCRIBED AS: THE WEST FIFTY (50) FEET OF THE SOUTH ONE HUNDRED FORTY 9140) FEET OF THE NORTH ONE HUNDRED SEVENTY (170) FEET OF THE EAST ONE HUNDRED NINETY-ONE (191) FEET OF BLOCK ONE (1), COLLEGE ADDITION TO THE CITY OF BROKEN ARROW, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE RECORDED PLAT THEREOF (The “Property”). A copy of the Mortgage is attached hereto, marked Exhibit “C” and incorporated herein by reference. 18. Mayberry claims or may claim some right title or interest in and to the Property, but the right, title and interest, if any, of Mayberry is junior, subordinate and inferior to the right, title and interest of the Bank therein. 19. Bank has a first, valid, prior and superior lien, mortgage and security interest in and to the Property as security for repayment of all indebtedness due and owing to Bank pursuant to the Note and all other indebtedness due and owing by Mayberry to Bank. 20. Mayberry should be required to set forth his claim in and to the Property to enable the Court to determine the priority of his interest, if any, in and to the proceeds resulting from the sale of the Property after payment of all indebtedness, costs, expenses and attorneys’ fees due and owing to Bank. 21. Bank is entitled to a judgment in rem against Mayberry decreeing that the Bank has a first, valid, prior and superior lien, mortgage and security interest on, in and against the Property and that Mayberry, and all persons claiming by, through or under him before or since the filing of this Petition, be restrained, enjoined, foreclosed and forever barred from having or asserting any right, title, interest, claim or equity of redemption in or against the Property. 22. Bank is entitled to have a judgment entered foreclosing the Mortgage and to have an order of sale directing the sale of the Property, with or without appraisement as Bank may elect at or prior to the time judgment is rendered, to the highest bidder at a Sheriff’s Sale, with the proceeds therefrom first being applied to the costs and expenses of the Sheriff’s Sale, next to the debts, obligations and liabilities of Mayberry to the Bank, with the balance of such proceeds, if any, being disbursed to the remaining Defendants in such order as the Court may determine. Wherefore, premises considered, Bank prays for Judgment as follows: a. On Bank’s First Cause of Action, Judgment *in personam* against Mayberry, on the Note for the sum of $215,970.26, consisting of $208,268.91 in principal, accrued interest in the amount of $7,626.35, and late charges and other fees in the amount of $75.00, with interest continuing to accrue at the contractual rate of 8.5% *per annum* from and after February 12, 2026 until the indebtedness is paid in full, together with Bank’s costs, expenses and reasonable attorneys’ fees incurred in connection herewith and interest on the total from and after date of judgment until paid in full at the Oklahoma statutory rate for interest on judgments; b. On Bank’s Second Cause of Action, *in rem* against Mayberry, decreeing that the Bank has a first, valid, prior and superior lien, mortgage and security interest on, in and against the Real Property and that Mayberry, and all persons claiming by, through or under him before or since the filing of this Petition, be restrained, enjoined, foreclosed and forever barred from having or asserting any right, title, interest, claim or equity of redemption in or against the Property, a Decree foreclosing the Mortgage and entry of an order of sale directing the sale of the Property, with or without appraisement as Bank may elect at or prior to the time judgment is rendered, to the highest bidder at a Sheriff’s Sale, with the proceeds therefrom first being applied to the costs and expenses of the Sheriff’s Sale, next to the debts, obligations and liabilities of Mayberry to the Bank, with the balance of such proceeds, if any, being disbursed to the remaining Defendants in such order as the Court may determine; and, c. For such other and further relief as the Court deems just and equitable. DATED at Tulsa, Oklahoma, this 23rd day of February, 2026. Dillon J. Hollingsworth, OBA No. 33915 Kasey K. Fagin, OBA No. 34396 BARROW & GRIMM, P.C. 110 W. Seventh Street, Suite 900 Tulsa, OK 74119 (918) 584-1600 (Telephone) (918) 585-2444 (Facsimile) [email protected] [email protected] And Bradley K. Beasley, OBA #628 BOESCHE McDERMOTT LLP 110 West 7th Street, Suite 900 Tulsa, Oklahoma 74119 (918) 583-1777 (telephone) (918) 592-5809 (facsimile) [email protected] ATTORNEYS FOR REGENT BANK VERIFICATION STATE OF OKLAHOMA ) ) ss COUNTY OF TULSA ) Nathan Hodson of Regent Bank, of lawful age, being first duly sworn, upon oath states that he has read the foregoing Petition of Plaintiff Regent Bank, and that the facts and allegations therein set forth are true and correct to the best of his knowledge and belief. Further Affiant Saith Not. __________________________ Subscribed and sworn to before me this 20th day of February, 2026. __________________________ Notary Public My Commission No.: 13008347 My Commission Expires: 9-9-29 When recorded, return to: Regent Bank, Attn: Mortgage Dept., 7136 S Yale Ave., Suite 100, Tulsa, OK, 74136 LOAN #: 2406877 RESIDENTIAL CONSTRUCTION LOAN AGREEMENT THIS CONSTRUCTION LOAN AGREEMENT (this "Loan Agreement") is made on July 8, 2024 by and between Samuel Bryan Mayberry (the "Borrower"), whose address is 5655 S Yorktown Pl, Tulsa, OK 74105 and Regent Bank, a Banking Corporation and its successors and/or assigns (the "Lender"), whose address is 7136 S Yale Ave., Suite 100, Tulsa, OK 74136. In this Loan Agreement, "you" and "your" refer to the Borrower, and "we", "us" and "our" refer to the Lender. RECITALS: A. You own or are purchasing certain real property described in Exhibit A attached to this Loan Agreement (the "Property") and propose to construct a residence building and related improvements thereon (the "Improvements"). B. We have agreed to make a loan to you to finance the purchase of the Property (if applicable) and to construct the Improvements in the principal sum of $272,850.00 (the "Loan"), as evidenced by that certain promissory note of this date issued by you to us (the "Note") and secured by a deed of trust, mortgage or similar security instrument from you for our benefit, encumbering the Property, and any riders thereto (the "Security Instrument"). C. We are entering into this Loan Agreement to set forth the terms and conditions by which we will advance the proceeds of the Loan to you (the "Loan Proceeds") for the construction of the Improvements. AGREEMENTS: 1. Definitions. In this Loan Agreement, the following terms shall have the meanings indicated: (a) "Borrower Funds" means an amount equal to the difference, if any, between the estimated total cost of the Improvements and the Loan Proceeds allocated in the Budget for the financing of the Improvements. (b) "Budget" means the construction budget heretofore approved by us attached hereto as Exhibit B. (c) "Construction Completion Date" means July 7, 2025 being the date on which the construction of the Improvements must be completed in all material respects so as to permit us to make the final disbursement of the Loan Proceeds to you. (d) "Construction Contract" means the contract for the construction of the Improvements between you and the Contractor dated ___ (e) "Construction Period" means the period of time from the date hereof until the Completion Date. (f) "Contractor" means [ ] Borrower is acting as Contractor thus, any reference to Contractor herein shall mean Borrower, and any obligations of Contractor shall be obligations required of Borrower. [x] N/A My Contractor. At or before closing of the Loan, I have entered into a written agreement ("Construction Contract") with N/A ("Contractor") with offices at ___ for all the Work. (g) "Draw Request" means the Draw Request and Disbursement Authorization in the form attached hereto as Exhibit C. (h) "Draw Schedule" means the schedule pursuant to which we will disburse the Loan Proceeds to you which is attached hereto and made a part hereof as Exhibit D. (i) "Holdback" means an amount equal to N/A of the Loan Proceeds which we will retain and not disburse until the completion of construction of the Improvements. You acknowledge that the Holdback will not be available to fund construction of the Improvements as construction progresses; but, it will be held by us and not disbursed until all conditions for the final disbursement of the Loan Proceeds have been satisfied. (j) "Loan Documents" means the Note, the Security Instrument, this Loan Agreement, Assignments of the Construction Contract and the Plans, an Assignment of Contracts, Licenses, Permits and Warranties, and any other documents pertaining to the Loan. (k) "Plans" means the plans and specifications for the Improvements heretofore approved by us and by all governmental authorities whose approval is required in order to commence construction of the Improvements. (l) "Take-Out Commitment" means a written commitment in form and substance satisfactory to Lender from an entity found acceptable by Lender, in Lender's sole and absolute discretion, to pay the Loan in full on your behalf promptly following completion of construction of the Improvements. Take-Out Commitment Date: N/A Take-Out Lender: N/A (m) "Title Company" means the title insurance company that issues the Lender's title insurance policy on the Property to us as required in this Loan Agreement. 2. Borrower's Obligation. You shall, within twenty (20) days from the date of this Loan Agreement, obtain and provide copies, certified if requested by us, of (a) all building permits or equivalent permits if the building permit is issued in stages, (b) all approvals, consents, and permits of any governmental authority, (c) all approvals which may be required under any recorded covenants, restrictions or conditions, and (d) permits for water, gas, electricity and storm and sewage disposal utilities. Thereafter, you shall cause the construction of the Improvements to be commenced not later than thirty (30) days from the date of recordation of the Security Instrument and to be completed with due diligence in such manner so that all conditions to the final disbursement of the Loan Proceeds shall have been satisfied and the final advance shall have been made by no later than the Completion Date. 3. Use of Loan Proceeds. We shall disburse to you or on your behalf an amount not to exceed the total amount of the Loan in accordance with the terms of this Loan Agreement and pursuant to the Draw Schedule. You agree that the Loan Proceeds shall be used for the purchase of the Property (if applicable), to pay off any current liens against the Property (if applicable) and the construction of the Improvements as provided in the Plans, in accordance with the Budget and pursuant to the Construction Contract. Any Loan Proceeds that remain after all disbursements have been made hereunder shall be credited by us, as a partial prepayment by you, against the principal balance owing under the Note. 4. Borrower's Equity. You acknowledge and agree that you must deposit the Borrower Funds with us before we shall have any obligation to disburse any portion of the Loan Proceeds. Any Borrower Funds placed with us will be drawn upon and used to fund the costs of construction prior to any advances being made under this Loan Agreement. Additionally, to the extent permitted by applicable law, you agree that the Borrower Funds may be used by us to offset any amounts owing to us under the Loan Documents upon an Event of Default. You further agree that, unless otherwise required by applicable law, you shall not be entitled to interest or other earnings on the Borrower Funds. If at any time during the course of construction of the Improvements it is determined by us in our sole discretion that the total cost to complete the improvements exceeds the Loan Proceeds remaining to be disbursed by us, you agree that, upon our request, you shall deposit with us an amount equal to such difference prior to any further disbursement of the Loan Proceeds. 5. Conditions Precedent for Making Disbursements. Our obligation to make the initial and each subsequent disbursement under this Loan Agreement is conditioned upon there being delivered to us, in form and substance satisfactory to us, the following: (a) Execution and delivery to us by you of the Loan Documents. (b) Evidence satisfactory to us that: (i) the Loan Proceeds are sufficient to pay the costs of construction remaining to be performed in accordance with the Budget and Plans, and (ii) our security interest remains in a first priority position on the Property (including, but not limited to, affidavits from you, contractors, architects, and others certifying that work has not been done on or with respect to the Property or the Improvements before the date of recordation of the Security Instrument). (c) A mortgagee's or lender's policy of title insurance in form and substance satisfactory to us, together with such title insurance endorsements to the said policy as we may require, including any endorsements insuring the continued priority of the Security Instrument over any and all liens (including, without limitation, mechanics' liens). Without limiting the foregoing, if required by us, you shall provide to us and pay for an endorsement prior to the payment of each interim disbursement. (d) A policy of general homeowners insurance and/or course of construction casualty insurance, in the form of an "all risk" policy with fire, extended coverage, builder's risk, general liability and worker's compensation (unless waived), replacement cost, vandalism, and malicious mischief insurance coverage. Builder's risk insurance obtained by the Contractor may be acceptable to Lender in lieu of "course of construction insurance" provided that such insurance meets all requirements of this Loan Agreement and we approve such substitution. (e) Evidence satisfactory to us that the Property is not situated in an area designated by the Federal Emergency Management Agency as being located in a special flood hazard area and, if the Property is located in a special flood hazard area, evidence that you have submitted a flood insurance application in the amount and form acceptable to us. (f) Copies of all permits and approvals required for the construction and use of the Improvements (including, but not limited to, building permits, grading permits, water management approvals, plan approvals, utility allocations, etc.) and evidence that all applicable environmental requirements have been met. (g) Evidence satisfactory to us that the Plans have been approved by applicable homeowners association, subdivision planning or architectural review committees, if applicable. (h) A boundary survey of the Property acceptable in all respects and certified to us and the Title Company. Upon completion of the foundation for the Improvements, the survey must be updated in a manner acceptable to us and the Title Company showing that the Improvements will be constructed entirely upon the Property and not encroach upon any easement areas or violate any setbacks or other restrictions applicable to the Property. (i) Letters dated within 30 days of closing from the appropriate utility service companies that indicate that water, sewer, electricity and gas (if applicable) are available to the Property in sufficient quantity to serve the Improvements. The letters from the companies supplying water and sewer must certify that the Plans are in compliance with local health authorities. (j) Payment and performance bonds in an amount equal to 100% of the guaranteed maximum contract price for the improvements in the Construction Contract, issued by a bonding company satisfactory to us, with a dual-obligee rider naming us as co-obligee. (k) An updated list of all subcontractors and suppliers with whom the Contractor has a contract for the construction of any part of the Improvements, prepared and certified by the Contractor. (l) An agreement of the Contractor assenting to the assignment of the Construction Contract to us and agreeing to perform on our behalf all obligations under the Construction Contract upon any Event of Default. (m) A certification of the architect preparing the Plans, certifying that the Plans comply with all applicable laws and regulations and granting us the right to retain and use the Plans in completing construction of the Improvements, if necessary, upon any Event of Default. (n) You have deposited the Borrower Funds with us. (o) Evidence satisfactory to us that there is not any pending litigation against you. (p) Evidence satisfactory to us that no Events of Default shall have occurred. (q) Evidence satisfactory to us that the Contractor has all required licenses and insurance coverages to perform its obligations under the Construction Contract and that no event of default under the Construction Contract shall have occurred. (r) The Take-Out Commitment, if any, remains in full force and effect and no event has occurred that with the giving of notice, lapse of time or otherwise, would cause the Take-Out Commitment to become unenforceable against the Take-Out Lender. (s) Such other conditions as we may reasonably impose and which are set forth in Exhibit E to this Loan Agreement. 6. Other Terms of Disbursements. (a) Interim Disbursements. All interim disbursements shall be requested by you or the Contractor delivering to us a Draw Request duly executed by you and the Contractor in accordance with the Draw Schedule. At least five (5) business days prior to the date on which each draw is to be made, the Draw Request and all other documents, instruments, and writings which may then be required by us shall be delivered to us. The amount of each disbursement shall be based on the value of the work completed (WORK IN PLACE ONLY) and approved by us. The disbursement will be calculated on the work actually completed less the total of all monies previously drawn. The proceeds of each disbursement shall be applied solely to the payment of those items set forth in the Draw Request and approved by us. IF THE PROGRESS OF THE WORK IN PLACE IS NOT CONSISTENT WITH THE DRAW SCHEDULE, WE WILL DISBURSE ONLY THE AMOUNT OF FUNDS THAT WE DETERMINE, IN OUR SOLE AND ABSOLUTE DISCRETION, IS APPROPRIATE BASED ON OUR INSPECTION OF THE PROGRESS OF THE WORK. Any advance that may be made by us prior to the fulfillment by you of any requirements specified by us or of any condition precedent set forth in this Loan Agreement, the Note, the Security Instrument or any of the other documents related to the Loan shall not be deemed a waiver of our right to have such requirement or condition precedent fulfilled prior to making subsequent disbursements. (b) Binding Effect of Draw Request. Presentation of the Draw Request to us by you and/or your acknowledgement of the Draw Request shall constitute your representation to us that all representations and warranties set forth herein and in the Draw Request are true and correct, all work completed through the date of the Draw Request has been fully accepted by you, completed in a good and workmanlike manner, in conformity with the Plans and shall additionally constitute your unconditional waiver of any claims to the effect that such work was not performed in such manner. (c) Partial Lien Waivers/Releases. It shall be a condition of all interim disbursements that each Draw Request must be accompanied by a release or waiver of liens, satisfactory to us and the Title Company in all respects, signed by each supplier and subcontractor who was to be paid under the prior Draw Request. (d) Form of Disbursement. All interim disbursements may be made directly by us or indirectly through the Title Company or other settlement or escrow agent, as we may determine in our sole discretion, as permitted by law. All disbursements shall be made by check or other appropriate credit transfer to your order or, in our discretion, individually to or jointly with you and the Contractor, or any subcontractor or supplier, if we deem it necessary to avoid a potential mechanic’s lien claim. In such circumstance, we may first give you notice of our intention to obtain a release of such claim with such a disbursement. All such payments made by us to persons other than you shall be deemed made for your use and benefit with the same force and effect as if disbursed directly to you. (e) Disbursements for Indirect Costs. Subject to the terms set forth herein, disbursements for indirect costs as described in the Budget (other than for interest, contingencies, Contractor overhead or supervision) shall be made to reimburse you for the amount of the indirect costs relating to the construction of the Improvements previously paid by you pursuant to the approved Budget (as evidenced by invoices and receipts, cancelled checks or other evidence of payment of all such indirect costs, and not merely the amount covered by the disbursement by us), all as approved by us. (f) Interest Reserve. If you, the Borrower, elect to establish an Interest Reserve Account, the Budget will include an interest reserve to cover the estimated interest to be accrued on the outstanding portion of Loan during the Construction Period. We shall make disbursements of the appropriate Interest payments to ourselves from the interest reserve account on the dates indicated in the Note without any prior notice to you, provided that there are sufficient funds available. In the event that sufficient funds are no longer available from the interest reserve, you agree to pay interest on the Note to us from funds outside the Loan. You further agree that disbursements on account of accrued interest on the Loan shall become part of the outstanding Loan principal upon disbursement, and interest will accrue thereon under the terms of the Note. (g) Multiple Borrower Draw Requests. If you, the Borrower, are more than one person, then you hereby agree that either or any of them are authorized to approve Draw Requests on your behalf; provided, however, that if we receive conflicting instructions, we shall be under no obligation to make the related disbursement until such time as we receive consistent instructions and authorizations. (h) Change Orders. You will provide to us copies of all change orders for approval. You will not permit the Contractor to do any work not included in the Construction Contract until a written change order has been signed by you and by the Contractor and we have approved it in writing. We may refuse to approve any change that will adversely affect the value of the Property as security for the Loan, or will cause the completion of the Improvements to be delayed beyond the Completion Date, or if you do not have sufficient funds to pay for such change. You agree to pay for all changes approved by us as work is performed or to otherwise satisfy us that such work will be timely paid, and further agree to execute any amendments or modifications of this Loan Agreement considered necessary by us to evidence such changes. 7. Final Disbursement. We shall have no obligation to release any portion of the Loan Proceeds allocated to the final disbursement, as set forth on the Draw Schedule, or the Holdback (if any), or any other undisbursed Loan Proceeds, or to otherwise pay any remaining costs of construction, until all of the following shall have occurred to our satisfaction, or shall have been waived by us: (a) A written and signed notice from you stating that the Improvements have been completed to your satisfaction and requesting that final disbursement be made and the Holdback (if any) released. (b) A final site visit and review of the progress of construction by an inspection service selected by us confirming that the Improvements have been completed substantially in conformance with the Plans and that a valid notice of completion (or notice of termination or such other notice of similar import) has been filed for the Improvements, if such notice is required by applicable law. (c) An affidavit from the Contractor that all bills for labor and materials have been paid and that payment of the final draw request to the Contractor will constitute payment in full of all sums payable under the Construction Contract, together with final lien releases or waivers, satisfactory to us and the Title Company in all respects, from the Contractor and from all subcontractors, materialmen and laborers have been received by us. (d) A certificate of occupancy or equivalent governmental approval has been obtained and provided to us. (e) An as-built update of the survey of the Property satisfactory to us and the Title Company in all respects. (f) The Title Company shall have issued a new title insurance policy, or an endorsement to our existing title insurance policy respecting the Property, insuring that the Security Instrument is a first lien on the Property, not subject to any mechanics' or contractor's liens or mortgage rights, and subject only to those other matters set forth as exceptions in our original title insurance policy and approved by us or those consented to by us thereafter; and, you agree to deliver an indemnity agreement respecting lien claims to the Title Company if required to enable it to issue any such endorsements or title insurance policy. (g) If a Builder/All Risk Policy was obtained at or before closing it must be replaced with a homeowner’s extended coverage hazard insurance policy in your name from an insurer and in the amount and with such coverage as we deem satisfactory naming us as loss payee or mortgagee. If the Property is located in a federally designated flood plain and flood insurance was not required prior to closing, a flood insurance policy from an insurer and in the amount and form acceptable to Lender must also be delivered to Lender. You must also provide evidence that Borrower has paid for twelve (12) months coverage under all such policies. (h) Evidence of payment of real estate taxes on the Property and delivery of escrow deposits for taxes, hazard and/or flood insurance or other assessments required by us. (i) Payment in full of any interest accrued during the Construction Period. (j) The appraisal of the Property provided Lender as a condition for closing the Loan has been updated and re-approved by Lender. (k) All requirements for the final disbursement set forth in Exhibit E, if any, have been satisfied. (l) Compliance with any other reasonable requirement we request. 8. Lender’s Right of Refusal. We shall have no obligation to make any disbursement if at the time the request for such disbursement is made: (a) You are in default with respect to any provision of this Loan Agreement or any other agreement, instrument, document or writing related to the Loan; (b) We determine that there are insufficient undisbursed funds to complete the Improvements in accordance with the Plans or the Construction Contract. We may elect to make such disbursement upon the deposit with us by you of additional Borrower equity funds deemed sufficient by us, when added to remaining funds to so complete the Improvements. Any funds so deposited by you shall be drawn prior to any additional disbursements by us; (c) We determine that construction of the Improvements have not been performed in accordance with the provisions of the Plans or the Construction Contract; (d) A period of less than N/A days has elapsed since the date the previous request for disbursement was made; (e) Any endorsement increasing coverage of the title policy or update to title in connection with such disbursement indicated any changes in the state of title other than the recording of the Security Instrument, the financing statement filed in connection herewith or any other documents recorded by us or at our direction in connection with the Loan; provided, however, we may make such a disbursement upon the resolution by you of such change in a manner acceptable to us; or (f) We, in our reasonable estimation, determine from information obtained from any source, that you will be unable to complete the Improvements in accordance with the Plans or the Construction Contract, as well as this Loan Agreement, by the Completion Date. 9. Limitations on Lender's Obligations. (a) We shall have no obligation, either express or implied, to you, to the Contractor or to any third parties, to verify that advances made pursuant to this Loan Agreement are actually used to pay for labor or materials furnished in connection with the construction of the Improvements. You agree to assume all risks in the event the Contractor fails to pay for any labor or material so furnished. (b) We shall have no liability or obligation, either express or implied, to you, to the Contractor, or to any third parties, in connection with the Improvements, their construction, or improvement except to advance monies as provided under this Loan Agreement. Further, we are not liable for the performance of the Contractor or any other third parties for any failure to construct, complete, protect, or insure the Improvements or the Property. Nothing under this Loan Agreement shall be construed as a representation or warranty, express or implied, on our part. 10. Right of Lender to Inspect. We shall have the right, but not the obligation, to inspect the Property and the Improvements from time to time. You agree to provide proper facilities for making such inspections by such inspector or inspectors as we may appoint; provided, however, that we shall not be obligated to make any such inspections and, if such inspections are made, we shall have no responsibility or liability for the failure or default of the Contractor or any subcontractor, material supplier, or laborer to construct the Improvements in accordance with the Construction Contract or Plans; for the payment of any cost or expense incurred in connection with such construction; or for the performance or non-performance of any obligation of the Contractor or you to any person furnishing labor or materials in connection with such construction, it being agreed that neither you, the Contractor, nor any person having an interest in the Property or the Improvements shall have a right to rely on the procedures employed by us, such procedures being employed solely for our benefit. Further, our agreement to advance funds under this Loan Agreement is expressly conditioned upon our right to inspect the Property and the Improvements and to determine compliance with this Loan Agreement; provided however, that our inspection of the same and determination to advance funds under the provisions of this Loan Agreement shall not be, and may not be deemed to be, a warranty or representation as to the quality, serviceability, habitability, or merchantability of the construction of the Improvements or any portion thereof. It being understood and agreed by you that any inspections made during the course of construction by us or on our behalf, including the review and approval of the Plans, are solely for our benefit; and we will not in any way be responsible for the construction of the Improvements or their sufficiency or quality. Without limitation on the foregoing, the estimated expense of such inspections shall be provided for in the Budget and paid for by you. In the event we determine that additional inspections are required, or additional inspections are performed at your request, the cost of such additional inspections shall be paid by you. 11. Delayed Completion. (a) The construction of the Improvements and all conditions for the final disbursement of the Loan Proceeds must be fully completed to our satisfaction by no later than the Completion Date. If all the work has not been completed, or any conditions for the final disbursement of the Loan Proceeds have not been satisfied and accepted by us by the Completion Date, we shall have the right to exercise either of the following remedies, as we shall choose in our sole and absolute discretion: • declare an Event of Default and exercise all of the rights reserved to us in the Loan Documents to act in case of an Event of Default, including without limitation acceleration of the Loan balance and foreclosure; or • extend the time for construction, in which case you agree to pay the costs, fees and expenses associated with such extension, including Project Delay Surcharges (as hereinafter described), extension fees, document preparation fees, courier fees, recording fees, title insurance costs, and all other costs incurred or required to effectuate an extension of the Construction Period. (b) You understand and agree that we shall have no obligation to permit more time for construction. The time you select for the completion of the Improvements is up to you, and failure to fully complete all construction and meet all required conditions within the time you choose shall be an Event of Default. Any extension that is agreed to by us shall be at our sole discretion. (c) To the extent permitted by law, in order to offset the costs incurred by us when the completion of construction is delayed, or when the materials and documents necessary to document the same are not received by the Completion Date, you agree that, in addition to any other charges and costs, in the event that we shall extend the Construction Period, you shall pay us a Project Delay Surcharge, for each month that such delay continues or any part thereof. The “Project Delay Surcharge” will be N/A per month on the entire amount of the Loan, including any portion of the Loan Proceeds which has not yet been disbursed other than undisbursed funds in the interest reserve account described in Section 6(f) above. We may directly withdraw the Project Delay Surcharge from any funds on hand, or we may bill you for such sums as shall be necessary to assure completion of the Improvements and the full performance of your obligations, including such sums as shall be needed to cover the Project Delay Surcharge. 12. Right of Lender to Complete. Upon any Event of Default hereunder or a default under any other agreement relating to the Loan, we shall have the right in our sole discretion to enter and take possession of the Property, whether in person, by agent or by court appointed receiver, and to take any and all actions which we in our sole discretion may consider necessary or appropriate to complete construction of the Improvements, including making changes in plans, specifications, work or materials and entering into, modifying or terminating any contractual arrangements, all subject to our right at any time to discontinue any work without liability. In addition, with or without taking possession of the Property, we shall have the right but not the obligation to complete the Improvements or to cure any of your defaults under any of the Plans. Provided, however, that in so doing so, we shall not assume any liability to you or any other person for completing the Improvements, or for the manner or quality of their construction, or for curing any defaults under the Plans; and, you expressly waive any such liability. If we exercise any of the rights or remedies provided in this paragraph, that exercise shall not make us, or cause us to be deemed to be, your partner or joint-venturer. We in our sole discretion may choose to complete construction in our own name. All sums which are expended by us in completing construction or curing your defaults shall be considered to have been disbursed to you hereunder; such sums shall bear interest at the rate interest is accruing under the Note; and such sums and the interest thereon shall be secured by the Security Instrument. For those purposes, we, in our sole discretion, may reallocate any line item or cost category of the Budget and may make use of any available Loan Proceeds and any sums in the Borrower Funds and the disbursement account. Nothing contained herein shall be construed to make us a mortgagee in possession or to be a waiver or modification of our right to enforce payment of any sums owing to us under the Note, the Security Instrument or this Loan Agreement or to affect our right to foreclose the Security Instrument. 13. Damage to the Improvements. If the Improvements or any part thereof are damaged or destroyed by flood, earthquake, wind, fire, or by other means, you shall restore the Improvements promptly to their condition prior to such damage or destruction and provide whatever funds are necessary (that is, in addition to proceeds of insurance) to complete restoration. All insurance proceeds attributable to such damage or destruction shall be deposited with us or a depository institution designated by us. You understand and acknowledge that, after any such damage or destruction, we shall be under no obligation to continue disbursing Loan Proceeds or insurance proceeds or other funds until the following shall have occurred: (a) if required by us, you shall have provided to us for our approval a revised Budget, revised Plans and any appropriate amendments to the Construction Contract which address such rebuilding; and (b) you shall have deposited with us such additional Borrower Funds as we, in our sole judgment, deem appropriate to assure completion of the Improvements in accordance with any such approved revised Budget and Plans. 14. Power of Attorney. You hereby constitute and appoint us as your true and lawful attorney-in-fact with full power of substitution to complete, or cause to be completed, the Improvements in your name including the right to cause to be advanced any balance which may be held in escrow and any funds which may remain un-disbursed hereunder for the purpose of completing the Improvements in the manner called for by the Plans; to make such additions and changes and corrections in the Plans, which shall be necessary or desirable to complete the Improvements in substantially the manner contemplated by the Plans; to employ such general contractors, subcontractors, agents, architects and inspectors as shall be required for said purpose; to pay, settle or compromise any liens or claims filed or threatened against said Property, or which may be necessary or desirable for the completion of the work or the clearance of title; to execute all applications and certificates in your name which may be required by any construction contract; and, to do any and every act with respect to the construction of the Improvements which you may do in your own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest that shall not be affected by the subsequent death, disability or incapacity of the Borrower and shall be irrevocable. We, as attorney-in-fact, shall also have the power to prosecute and defend all actions or proceedings in connection with the construction of the Improvements and to take such action and require such performance as is deemed necessary. You hereby assign and quitclaim to us all sums to be drawn hereunder and all sums in escrow conditioned upon the use of said sums, if any, for the completion of the Improvements. 15. Subrogation. It is understood and agreed that the funds advanced by us hereunder, to the extent that such funds are utilized to pay, discharge, or release in whole or in part any outstanding liens and charges against the Property, have been advanced by us at the request of you and the Contractor and upon the representations by you and the Contractor that such funds are due and are secured by valid and enforceable liens against the Property. We shall be subrogated to any and all rights, superior titles, liens, and equities owned or claimed by any owner or holder of any such outstanding liens, charges and indebtedness which are paid by us or which are acquired by us by assignment or releases by the holder thereof upon payment. 16. Taxes and Insurance. It is agreed that we shall not escrow or impound for taxes and insurance during the Construction Period. You shall keep the Property and the Improvements insured as provided in this Loan Agreement and shall timely pay all taxes and other amounts that may be due and owing on the Property. We have the option, but not the obligation, without demand or notice and without waiver of any right whatever, to: (a) Pay or discharge any lien or claims upon the Property or the Improvements or pay any delinquent tax or assessment thereon; and, upon such payment, we shall be subrogated respectively to the rights of the holder of such lien or claim or to the right of the taxing authority; and (b) Advance any unpaid insurance premiums and obtain and maintain any insurance policy required by this Loan Agreement, but not provided by you. You hereby expressly agree to repay to us, upon demand, any and all advances made under this Loan Agreement to cure any default or Event of Default, together with interest thereon at the rate specified in the Note from the respective dates of such advances until paid, and that all such advances shall become a part of the Loan under the Note secured by the Security Instrument. 17. Borrower’s Representations, Covenants and Warranties. You hereby further warrant, covenant, agree and represent, which warranties, covenants, agreements, and representations shall be deemed to be made with each Draw Request hereunder and shall survive the making of any and all Draw Requests, as follows: (a) That all obligations shall be performed by you under the Construction Contract, the Note, the Security Instrument, this Loan Agreement and any instrument, document, or writing referenced herein or related to the Loan, and you shall promptly pay when due, from the Loan Proceeds or from your separate funds in the event of any change order or variance with the Plans, all costs, charges, and expenses incurred in connection with the construction of the Improvements; (b) THAT NO LABOR HAS BEEN PERFORMED OR FURNISHED AND NO MATERIALS HAVE BEEN DELIVERED TO THE PROPERTY AND THAT NO LABOR WILL BE PERFORMED OR FURNISHED AND NO MATERIALS WILL BE DELIVERED PRIOR TO THE RECORDING OF THE SECURITY INSTRUMENT; (c) That there are no pending lawsuits or judgments against you that may in any way impair your ability to fully perform all agreements contained in this Loan Agreement and any other agreement relating to the Loan; (d) That the Property will be kept free and clear of any and all liens other than our security interest and any financing statements or other documents filed by us in connection herewith, and you will protect the Property and the Improvements from events and circumstances that cause or may cause the same to decrease in value; (e) That the Improvements shall remain vacant until completion so as not to impair any insurance policy described under this Loan Agreement; (f) That the Construction Contract and the Plans constitute the entire agreement between you and the Contractor in connection with the construction of the Improvements, and that no material change in the Construction Contract or the Plans shall be binding upon us unless approved by us in writing; (g) That you and the Contractor have paid, or will pay, contemporaneously with each disbursement, for all labor or materials furnished in connection with the construction of the Improvements, and shall submit to Lender all such receipts, affidavits, cancelled checks, lien releases or other evidence of payment of all debts connected with the Improvements as may be requested by Lender from time to time; (h) That all work performed up to the date of each disbursement has been performed in a good and workmanlike manner pursuant to the provisions of the Construction Contract and this Loan Agreement and in conformance with the Plans; (i) That all construction has been performed in strict compliance with all applicable ordinances, statutes, regulations, and subdivision requirements or restrictions, which affect the Property; (j) That no Event of Default exists under this Loan Agreement, or any other documents related to the Loan, and that no event has occurred that with the giving of notice, lapse of time or otherwise, would constitute an Event of Default under this Loan Agreement or any other documents related to the Loan; (k) That all material delivered to and upon the Property for the purpose of being incorporated in the Improvements shall be considered annexed to the Property and become a part thereof, and shall be subject, as against you, to our rights under this Loan Agreement and Security Instrument; (l) That within thirty (30) days of the date of recordation of the Security Instrument, you shall commence construction of the Improvements, that the Improvements shall be completed substantially in accordance with the Plans, the Construction Contract and this Loan Agreement with only such changes as may be approved in writing by us, and that the construction of the improvements shall be completed on or before the Completion Date; (m) That the monies to be advanced under this Loan Agreement, together with other funds now available to you, are sufficient to fully construct the Improvements and pay all expenses necessary for such construction; (n) That each disbursement made under this Loan Agreement shall be used solely for the payment of and for materials, labor, services, costs, and expenses provided for or incurred in connection with the construction of the Improvements or for such other costs and expenses agreed to by us in writing; (o) That you will immediately notify us and, within 24 hours of receipt, provide us with copies of any claim, notice of intent to file a mechanics lien or the like that you may receive from any subcontractor or supplier performing work or providing materials in connection with the construction of the Improvements; and (p) That you have not and will not enter into a community property agreement, community property trust or other trust without lender's prior written consent. 18. Environmental Concerns. You warrant and represent that the Property is not now being used and to the best of your knowledge has not been used in violation of any federal, state or local environmental law, ordinance, or regulation; that you have not filed or been required to file any federal, state or local report of hazardous substances found or disposed on the Property; that no proceeding has been commenced or notice received concerning any alleged violation of any environmental law, ordinance or regulation; that to the best of your knowledge the Property is free of underground storage tanks, out-of-use transformers, hazardous, radioactive or toxic wastes, contaminants, oil or other similar materials; that the Property has not been and shall not be used in conjunction with or for any activity involving, directly or indirectly, the generation, treatment, storage, transportation, manufacture, use or disposition of hazardous or toxic chemicals, materials, substances or waste of any kind; neither the Property, the soil making up any portion thereof, nor the ground water thereunder making up any portion thereof shall be contaminated so as to be subject to any "clean-up" or similar requirement under any applicable rule, requirement, regulation, ordinance, or law or governmental authority that would in any way inhibit, impair, delay or increase the cost of the Improvements or use of the Property; and that you shall not install or allow to remain upon the Property any chemical, material or substance, exposure to which is prohibited, limited, or regulated by any federal, state, county, regional or local authority, or which, even if not so regulated, may or could pose a hazard to the health and safety of the occupants of the Property, to the owners of the property adjacent to the Property, or any person. You hereby (i) release and waive any future claims against us for indemnity or contribution in the event you become liable for cleanup or other costs under any such environmental laws, and (ii) agree to indemnify and hold us harmless against any and all claims, losses, liabilities, damages, penalties, and expenses which we may directly or indirectly sustain or suffer resulting from a breach of this Section 18 or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to your ownership or interest in the Property, whether or not the same was or should have been known to you. The provisions of this Section 18, including the obligation to indemnify, shall survive the payment of the Note and shall not be affected by our acquisition of any interest in the Property, whether by foreclosure or otherwise. 19. Lender's Costs. To the extent permitted by applicable law, we shall be reimbursed by you for all expenses of any kind, including without limitation attorney's fees, that may be incurred by us in connection with or arising out of this Loan Agreement, and we may deduct from any disbursement or advance to be made hereunder any amount necessary for the payment of any unpaid interest owing to us, any fees, expenses, charges, liens, or encumbrances relating to the construction of the Improvements or upon the Property, or any other amounts necessary for the payment of the cost of constructing the Improvements, and all such deductions may be applied to the payment of such sums, in which case said deductions shall be deemed to be advances under this Loan Agreement. 20. Borrower's Indemnification. WITHOUT LIMITING ANY OTHER LIMITATION ON LENDER LIABILITY SET FORTH HEREIN, YOU HEREBY AGREE THAT YOU SHALL INDEMNIFY, DEFEND AND HOLD US AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES ("INDEMNIFIED PARTIES") HARMLESS FOR, FROM AND AGAINST ANY AND ALL ACTIONS, CLAIMS, DEMANDS, DAMAGES, COSTS, EXPENSES, AND OTHER LIABILITIES, INCLUDING WITHOUT LIMITATION ATTORNEY'S FEES, INCURRED OR ALLEGED AGAINST THE INDEMNIFIED PARTIES ARISING OUT OF OR IN ANY WAY RELATED TO THE PROPERTY, THIS CONSTRUCTION LOAN AGREEMENT AND/OR THE CONSTRUCTION OF THE IMPROVEMENTS. The provisions of this Section 20 shall survive the termination of this Loan Agreement and the repayment of the Loan. 21. Events of Default. In addition to the terms of the Note, the Security Instrument or any other agreement relating to the Loan, the occurrence of any of the events described in this Section 21 (each an "Event of Default" and collectively, the "Events of Default") shall permit us, at our option, to declare the Note in default and, after such notice and opportunity to cure as is afforded to you under the Loan Documents, to exercise such remedies available to us under the Loan Documents as we may elect. The Events of Default shall include: (a) Any default by you in making any payment or deposit as and when required hereunder or under the Note, the Security Instrument or other Loan Documents; (b) Any representation or warranty made by you herein, in the Note, the Security Instrument or other Loan Documents, or in any other document provided hereunder or otherwise in connection with the Loan, proves to have been false or misleading in any material respect when made; (c) We fail to have a legal, valid, binding, and enforceable first lien on the Property for the full amount of the Loan; (d) Work is discontinued on the Improvements for a period of thirty (30) days and we have not excused such discontinuance or, if we have excused the discontinuance, work is not commenced and completed within the period specified by us; (e) If the construction of the Improvements is not performed in a good and workmanlike manner or fails to continue to meet the requirements of all applicable federal, state, county, municipal or other government regulations, including, without limitation, those relating to zoning, building codes and valid permitting; (f) If a claim by a potential lien claimant is filed pursuant to applicable law, or, if applicable, a 'stop notice' or 'withhold notice' is served on us pursuant to applicable law, and you have not taken the steps necessary to protect us against the effects of such action; (g) You default in the Construction Contract performing any other obligation contained in this Loan Agreement, the Note, the Security Instrument or other Loan Documents, or in any document issued under or provided for herein or which otherwise relates to the Loan, including but not limited to the Take-Out Commitment, if any, which default is not cured in the time period (if any) set forth in the applicable document; and (h) You make an assignment for the benefit of creditors, apply for the appointment of a trustee or receiver, or commence any proceedings under any bankruptcy, insolvency, reorganization, debt adjustment or similar law of the United States or any jurisdiction, or if an involuntary petition or action under any of the foregoing is filed against you. 22. General Provisions. (a) No Waiver. Failure or delay by us to exercise or enforce any right, power, or remedy under this Loan Agreement shall not constitute a waiver of such right, power or remedy under the same. (b) Priority Of This Agreement. During the term of the construction of the Improvements, the provisions of this Loan Agreement shall control in the event there are any conflicts with any provisions of any instrument, documents, or writing referenced herein. After construction is completed, the terms of the Note and Security Instrument shall govern. (c) Survival. Any representation or warranty made herein by you shall survive the termination of this Loan Agreement and the repayment of the Loan. (d) Notices. Any notice, Draw Request or other communication required or permitted to be given under this Loan Agreement shall be in writing and shall be sent to the address indicated above for each respective party as follows: (i) by hand delivery, (ii) by overnight mail with delivery confirmation, (iii) by certified or registered first class mail with return receipt requested, or (iv) by use of confirmed electronic facsimile transmission with a copy of such transmission delivered by mail or hand delivery. (e) Assignment. You may not assign your rights nor delegate your obligations under this Loan Agreement, the Note and Security Instrument, without our prior written consent, which, unless otherwise provided in the relevant agreement, may be withheld in our sole and absolute discretion. We may assign all of our rights and obligations under this Loan Agreement, including the obligation to make disbursements of the Loan Proceeds under this Loan Agreement, without your consent. (f) Binding Effect. This Loan Agreement shall inure to and bind the heirs, devisees, legal representatives, successors and permitted assigns of the parties hereto. (g) Lender's Rights Cumulative. All rights, powers, and remedies of the Lender contained in this Loan Agreement are cumulative and in addition to all other rights, powers, and remedies created in any other document relating to the Loan or existing under the law. (h) Severability. If any one or more of the provisions of this Loan Agreement, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Loan Agreement and all other applications of any such provision shall not be affected thereby. (i) Headings. The headings contained in this Loan Agreement are for reference purposes only and shall not in any way affect the meanings or interpretations hereof. (j) Governing Law. This Loan Agreement shall be governed by laws of the State where the Property is located without regard to principles of conflict of laws. (k) Limitation on Beneficiaries. This Agreement is made by you for our sole benefit; and no other person shall be deemed to have any privy of contract hereunder, nor any right of action thereon. Without limiting the generality of the foregoing, any disbursement that may be made by us hereunder directly to the Contractor or any subcontractor or supplier shall not be deemed a recognition by us of a third party beneficiary status of any such party or entity. (l) Conflicts With Construction Contract. You expressly covenant and agree that, if any terms and requirements of this Loan Agreement are inconsistent in any way with provisions in the Construction Contract, the Construction Contract will be modified and/or interpreted to conform to and give effect to the requirements of this Loan Agreement. (m) Further Assurances. You agree that, from time to time, you will sign and deliver to us any document and assurances we may require to maintain the priority of our security interest in the Property and the Improvements and to help us complete construction of the Improvements if you should be in default. (n) Exhibits. All exhibits referred to herein and attached hereto are incorporated herein and made a part hereof as if fully set forth herein. (o) Extension of Authority. We may designate agents or independent contractors to exercise any of our rights hereunder; and, any reference herein to us shall be deemed to include our employees, agents and independent contractors. (p) Time. Time is of the essence of this Loan Agreement. (q) Joint & Several Obligations. If the Borrower is more than one person, the obligations and undertakings of the Borrower herein shall be deemed to be the joint and several obligations and undertakings of all persons comprising the Borrower. (r) No Special Relationship. The relationship between Lender and Borrower is solely that of lender and borrower. Lender has no fiduciary or other special relationship with or duty to Borrower and none is created by the Loan Documents. Nothing contained in the Loan Documents, and no action taken or omitted pursuant to the Loan Documents, is intended or shall be construed to create any partnership, joint venture, association, or special relationship between Borrower and Lender or in any way make Lender a co-principal with LOAN #: 2406877 Borrower with reference to the Property, the Improvements or otherwise. In no event shall Lender’s rights and interests under the Loan Documents be construed to give Lender the right to control, or be deemed to indicate that Lender is in control of, the business, properties, management or operations of Borrower. (s) Notwithstanding anything to the contrary, in no event shall interest charged under this Loan Agreement exceed the maximum rate allowed by applicable law. (l) Entire Agreement. This Loan Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties, and may be amended only by contemporaneous or subsequent written agreement signed by both parties. You acknowledge that you have read and fully understand all terms and conditions of this Loan Agreement. SAMUEL BRYAN MAYBERRY (Seal) LOAN #: 2406877 State of OKLAHOMA County of Tulsa This instrument was acknowledged before me on 7/8/24 (date) by SAMUEL BRYAN MAYBERRY. My commission expires: My commission number: COMM-EXP 10-29-2024 NO. 20013399 IN AND FOR (Seal) (Signature of notarial officer) Notary Title (and Rank) LOAN #: 2406877 RESIDENTIAL CONSTRUCTION LOAN AGREEMENT Exhibit A "Description of Property" THAT PART OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER (SW/4 NE/4) OF SECTION ELEVEN (11), TOWNSHIP EIGHTEEN (18) NORTH, RANGE FOURTEEN (14) EAST OF THE INDIAN BASE AND MERIDIAN, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE U.S. GOVERNMENT SURVEY THEREOF, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT: BEGINNING AT A POINT THIRTY (30) FEET SOUTH OF THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER (NW/4 NE/4) OF SECTION ELEVEN (11); THENCE WEST ALONG THE SOUTH LINE OF GREELEY STREET, A DISTANCE OF ONE HUNDRED FORTY-ONE (141) FEET TO THE POINT OF BEGINNING; THENCE SOUTH ONE HUNDRED FORTY (140) FEET; THENCE WEST FIFTY (50) FEET; THENCE NORTH ONE HUNDRED FORTY (140) FEET; THENCE EAST FIFTY (50) FEET TO THE POINT OF BEGINNING. THIS PROPERTY OTHERWISE DESCRIBED AS: THE WEST FIFTY (50) FEET OF THE SOUTH ONE HUNDRED FORTY (140) FEET OF THE NORTH ONE HUNDRED SEVENTY (170) FEET OF THE EAST ONE HUNDRED NINETY-ONE (191) FEET OF BLOCK ONE (1), COLLEGE ADDITION TO THE CITY OF BROKEN ARROW, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE RECORDED PLAT THEREOF. LOAN #: 2406877 RESIDENTIAL CONSTRUCTION LOAN AGREEMENT Exhibit B "Construction Budget" THIS PAGE IS A PLACEHOLDER: Please replace with the necessary attachments. LOAN #: 2406877 RESIDENTIAL CONSTRUCTION LOAN AGREEMENT Exhibit C "Draw Request and Disbursement Authorization" THIS PAGE IS A PLACEHOLDER: Please replace with the necessary attachments. LOAN #: 2406877 RESIDENTIAL CONSTRUCTION LOAN AGREEMENT Exhibit D "Draw Schedule" THIS PAGE IS A PLACEHOLDER: Please replace with the necessary attachments. RESIDENTIAL CONSTRUCTION LOAN FIXED RATE, INTEREST-ONLY BALLOON PROMISSORY NOTE THE REQUIRED MONTHLY PAYMENTS UNDER THIS LOAN ARE FOR INTEREST ONLY AND DO NOT REDUCE THE PRINCIPAL BALANCE OF THIS LOAN. THIS LOAN IS PAYABLE IN FULL AT MATURITY. I/WE MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. LENDER IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT THAT TIME, THEREFORE, I/WE WILL BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT I/WE MAY OWN OR I/WE WILL HAVE TO FIND A LENDER, WHICH MAY BE THE LENDER I/WE HAVE THIS LOAN WITH, WILLING TO LEND ME/US THE MONEY. IF I/WE REFINANCE THIS LOAN AT MATURITY, I/WE MAY HAVE TO PAY SOME OR ALL CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN, EVEN IF I/WE OBTAIN REFINANCING FROM THE SAME LENDER. July 8, 2024 [Date] Tulsa, [City] Oklahoma [State] 515 E Greeley St, Broken Arrow, OK 74012 [Property Address] 1. BORROWER'S PROMISE TO PAY. In return for the loan to be advanced to me as hereinafter provided (the "Loan"), I Samuel Bryan Mayberry (the "Borrower") promise to pay U.S. $272,850.00 (the "Principal"), plus interest, to the order of Regent Bank, a Banking Corporation (the "Lender"). I will make all payments under this Residential Construction Loan Fixed Rate, Interest-Only Balloon Promissory Note (the "Note") in U.S. currency in the form of cash, check, money order, or other payment method accepted by Lender. I understand that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is called the "Note Holder." 2. CONSTRUCTION LOAN AGREEMENT. The Note Holder will advance funds ("Advances") in accordance with that certain Residential Construction Loan Agreement between the Note Holder and me dated the same date as this Note (the "Loan Agreement") for the purpose of financing the construction of a single-family residence on the Property (the "Improvements"). 3. MATURITY DATE. The Loan Agreement provides that construction of the Improvements must be commenced within thirty (30) days of the date of recordation of the Security Instrument (defined in Section 9 of this Note), and must be completed on or before July 7, 2025 (the "Construction Completion Date"). I will be required to pay the Principal, or so much thereof as has been advanced to me pursuant to the Loan Agreement, together with any accrued and unpaid interest and fees, in full, by no later than thirty (30) days following the Construction Completion Date (the "Maturity Date"). 4. INTEREST. Interest will be charged on the unpaid principal until the full amount of principal has been paid. I will pay interest at a yearly rate of 8.500%. The interest rate required by this Section 4 is the rate I will pay both before and after any default described in Section 8(B) of this Note. 5. PAYMENTS. My required payment each month will consist of INTEREST ONLY. This amount is called my "Monthly Payment." Each Monthly Payment will be applied as of its scheduled due date. My required Monthly Payment does not include any amount for Principal. My required Monthly Payment also does not include any amount for property taxes, Insurance, or other charges that I may be required to pay each month. Interest on Advances will be calculated from the date each Advance is made and will continue to accrue until the full amount of Principal has been paid. I will make monthly payments until I have paid all of the Principal and interest and any other charges described below that I may owe under this Note. I will make my Monthly Payments at 7136 S Yale Ave., Suite 100 Tulsa, OK 74136 or at a different place if required by the Note Holder. My interest payments will be: ☒ Due and payable on the 8th day of the month following the month in which the interest accrued, or ☐ Paid directly from the “Interest Reserve Account” established at the time of closing in the amount reflected in the Draw Schedule attached as Exhibit D to the Construction Loan Agreement. Interest will be advanced by the Note Holder from the Interest Reserve Account on the first day of the month following the month in which the interest is billed, and interest advanced will be added to the Principal. I will pay interest on all of the Principal, including Advances from the Interest Reserve Account. In the event that the Interest Reserve Account is depleted prior to the Completion Date, I agree to pay directly to the Note Holder, at the Note Holder’s address stated in Section 12 below, from my own funds any and all interest owed under this Note. The Note Holder will pay no interest on the Interest Reserve Account. 6. PRINCIPAL PREPAYMENTS. Any portion of a payment the Note Holder receives in excess of the interest due during the term hereof or any funds the Note Holder does not advance under the Loan Agreement may, at the Note Holder’s option, be used to pay costs associated with construction of the Improvements or may be credited as a partial prepayment of the Principal. 7. LOAN CHARGES. If applicable law sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits, then: (a) any such loan charge will be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from me which exceeded permitted limits will be refunded to me. The Note Holder may choose to make this refund by reducing the Principal I owe under this Note or by making a direct payment to me. If a refund reduces the Principal, the reduction will be treated as a partial Prepayment. 8. BORROWER’S FAILURE TO PAY AS REQUIRED. (A) Late Charge for Overdue Payments If the Note Holder has not received the full amount of any Monthly Payment by the end of 15 calendar days after the date it is due, I will pay a late charge to the Note Holder. The amount of the charge will be the greater of $5.00 or 5.000 % of my overdue payment of Interest. I will pay this late charge promptly but only once on each late payment. (B) Default If I do not pay the full amount of each Monthly Payment on the date it is due, I will be in default. (C) Notice of Default If I am in default, the Note Holder will send me a written notice telling me that if I do not pay the overdue amount by a certain date, the Note Holder may require me to pay immediately the full amount of unpaid Principal which has not been paid and all the interest that I owe on that amount, and other charges due under this Note (the “Default Balance”). That date must be at least 30 days after the date on which the notice of default is postmarked or delivered by other means. (D) No Waiver By Note Holder If I am in default, and the Note Holder does not require me to pay the Default Balance immediately as described above, the Note Holder will still have the right to do so if I continue to be in default or if I am in default at a later time. (E) Payment of Note Holder’s Costs and Expenses If the Note Holder has required me to pay the Default Balance immediately as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorneys’ fees and costs incurred in connection with realizing on its security Interest. 9. LOAN DOCUMENTS. In addition to the protections given to the Note Holder under this Note, a Mortgage, Mortgage Deed, Deed of Trust, or Security Deed, as amended by a Construction Loan Rider, dated the same date as this Note (the “Security Instrument”), creates a lien on the Property to protect the Note Holder from possible losses which might result if I do not keep the promises which I make in this Note and in the Loan Agreement. Any default under the Security Instrument, the Loan Agreement or any other agreement I have made to the Note Holder in connection with the loan evidenced by this Note will constitute a default under this Note. 10. OBLIGATIONS OF PERSONS UNDER THIS NOTE. If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note against each person individually or against all of us together. This means that any one of us may be required to pay all of the amounts owed under this Note. 11. WAIVERS. To the extent permitted by law, I and any other person who has obligations under this Note waive the rights of Presentment and Notice of Dishonor. “Presentment” means the right to require the Note Holder to demand payment of amounts due. “Notice of Dishonor” means the right to require the Note Holder to give notice to other persons that amounts due have not been paid. 12. GIVING OF NOTICES. (A) Notice to Borrower Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it, or by mailing it by first class mail, to me at the Property Address above or at a different address if I give the Note Holder a notice of my different address. I will promptly notify the Note Holder of any change to my physical address and of any change to my mailing address. Unless applicable law requires otherwise, notice may instead be sent by e-mail or other electronic communication if agreed to by me and the Note Holder in writing and if I have provided the Note Holder with my current e-mail address or other electronic address. If I have agreed with the Note Holder that notice may be given by e-mail or other electronic communication, I will promptly notify the Note Holder of any changes to my e-mail address or other electronic address. (B) Notice to Note Holder Any notice that I must give to the Note Holder under this Note will be delivered by first class mail to the Note Holder at the address stated in Section 5 above or at a different address if I am given a notice of that different address. The name and address of the Borrower is: Samuel Bryan Mayberry 5655 S Yorktown Pl, Tulsa, OK 74105 The name and address of the Note Holder is: Regent Bank, a Banking Corporation 7136 S Yale Ave. Suite 100 Tulsa, OK 74136 13. NOTICE OF NO ORAL AGREEMENT. This Note, the Loan Agreement, the Security Instrument, and the Construction Loan Rider to Security Instrument represent the final agreement between the parties regarding the loan and may not be contradicted by evidence of any prior, contemporaneous, or subsequent oral agreement of the parties. I hereby acknowledge and confirm that there are no oral agreements between the Note Holder and me regarding the loan. 14. TIME IS OF THE ESSENCE. Time is of the essence of this Note. 15. GOVERNING LAW. This Note shall be governed by the laws of the State of Oklahoma to the extent the laws of the State of Oklahoma are not preempted by federal law. WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED. SAMUEL BRYAN MAYBERRY (Seal) Lender: Regent Bank NMLS ID: 464417 Loan Originator: Jennifer Graves-Hamm NMLS ID: 1179321 When recorded, return to: Regent Bank Attn: Mortgage Dept. 7136 S Yale Ave. Suite 100 Tulsa, OK 74136 LOAN #: 2406877 [Space Above This Line For Recording Data] MORTGAGE DEFINITIONS Words used in multiple sections of this document are defined below and other words are defined under the caption TRANSFER OF RIGHTS IN THE PROPERTY and in Sections 9, 4, 10, 11, 12, 16, 19, 24, and 25. Certain rules regarding the usage of words used in this document are also provided in Section 17. Parties (A) "Borrower" is SAMUEL BRYAN MAYBERRY, A SINGLE PERSON currently residing at 5655 S Yorktown Pl, Tulsa, OK 74105. Borrower is the mortgagor under this Security Instrument. (B) "Lender" is Regent Bank. Lender is a Banking Corporation, organized and existing under the laws of Oklahoma. Lender's address is 7136 S Yale Ave., Suite 100, Tulsa, OK 74136. Lender is the mortgagee under this Security Instrument. The term "Lender" includes any successors and assigns of Lender. Documents (C) "Note" means the promissory note dated July 8, 2024, and signed by each Borrower who is legally obligated for the debt under that promissory note, that is in either (i) paper form, using Borrower's written pen and ink signature, or (ii) electronic form, using Borrower's adopted Electronic Signature in accordance with the UETA or E-SIGN, as applicable. The Note evidences the legal obligation of each Borrower who signed the Note to pay Lender TWO HUNDRED SEVENTY TWO THOUSAND EIGHT HUNDRED FIFTY AND NO/100* Dollars (U.S. $272,850.00 ) plus interest. Each Borrower who signed the Note has promised to pay this debt in regular monthly payments and to pay the debt in full not later than July 8, 2025. (D) “Riders” means all Riders to this Security Instrument that are signed by Borrower. All such Riders are incorporated into and deemed to be a part of this Security Instrument. The following Riders are to be signed by Borrower (check box as applicable): ☐ Adjustable Rate Rider ☐ Condominium Rider ☐ Second Home Rider ☐ 1-4 Family Rider ☐ Planned Unit Development Rider ☐ V.A. Rider [X] Other(s) [specify] Balloon Rider, Construction Loan Rider to Security Instrument (E) “Security Instrument” means this document, which is dated July 8, 2024, together with all Riders to this document. Additional Definitions (F) “Applicable Law” means all controlling applicable federal, state, and local statutes, regulations, ordinances, and administrative rules and orders (that have the effect of law) as well as all applicable final, non-appealable judicial opinions. (G) “Community Association Dues, Fees, and Assessments” means all dues, fees, assessments, and other charges that are imposed on Borrower or the Property by a condominium association, homeowners association, or similar organization. (H) “Default” means: (i) the failure to pay any Periodic Payment or any other amount secured by this Security Instrument on the date it is due; (ii) a breach of any representation, warranty, covenant, obligation, or agreement in this Security Instrument; (iii) any materially false, misleading, or inaccurate information or statement to Lender provided by Borrower or any persons or entities acting at Borrower’s direction or with Borrower’s knowledge or consent, or failure to provide Lender with material information in connection with the Loan, as described in Section 8; or (iv) any action or proceeding described in Section 12(e). (I) “Electronic Fund Transfer” means any transfer of funds, other than a transaction originated by check, draft, or similar paper instrument, which is initiated through an electronic terminal, telephonic instrument, computer, or magnetic tape so as to order, instruct, or authorize a financial institution to debit or credit an account. Such term includes, but is not limited to, point-of-sale transfers, automated teller machine transactions, transfers initiated by telephone or other electronic device capable of communicating with such financial institution, wire transfers, and automated clearinghouse transfers. (J) “Electronic Signature” means an “Electronic Signature” as defined in the UETA or E-SIGN, as applicable. (K) “E-SIGN” means the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), as it may be amended from time to time, or any applicable additional or successor legislation that governs the same subject matter. (L) “Escrow Items” means: (i) taxes and assessments and other items that can attain priority over this Security Instrument as a lien or encumbrance on the Property; (ii) leasehold payments or ground rents on the Property, if any; (iii) premiums for any and all insurance required by Lender under Section 5; (iv) Mortgage Insurance premiums, if any, or any sums payable by Borrower to Lender to the payment of Mortgage Insurance premiums in accordance with the provisions of Section 11; and (v) Community Association Dues, Fees, and Assessments if Lender requires that they be escrowed beginning at Loan closing or at any time during the Loan term. (M) “Loan” means the debt obligation evidenced by the Note, plus interest, any prepayment charges, costs, expenses, and late charges due under the Note, and all sums due under this Security Instrument, plus interest. (N) “Loan Servicer” means the entity that has the contractual right to receive Borrower’s Periodic Payments and any other payments made by Borrower, and administers the Loan on behalf of Lender. Loan Servicer does not include a sub-servicer, which is an entity that may service the Loan on behalf of the Loan Servicer. (O) “Miscellaneous Proceeds” means any compensation, settlement, award of damages, or proceeds paid by any third party (other than insurance proceeds paid under the coverages described in Section 5) for: (i) damage to, or destruction of, the Property; (ii) condemnation or other taking of all or any part of the Property; (iii) conveyance in lieu of condemnation; or (iv) misrepresentations of, or omissions as to, the value and/or condition of the Property. (P) “Mortgage Insurance” means insurance protecting Lender against the nonpayment of, or Default on, the Loan. (Q) “Partial Payment” means any payment by Borrower, other than a voluntary prepayment permitted under the Note, which is less than a full outstanding Periodic Payment. (R) “Periodic Payment” means the regularly scheduled amount due for (i) principal and interest under the Note, plus (ii) any amounts under Section 3. (S) “Property” means the property described below under the heading “TRANSFER OF RIGHTS IN THE PROPERTY.” (T) “Rents” means all amounts received by or due Borrower in connection with the lease, use, and/or occupancy of the Property by a party other than Borrower. (U) “RESPA” means the Real Estate Settlement Procedures Act (12 U.S.C. § 2601 et seq.) and its implementing regulation, Regulation X (12 C.F.R. Part 1024), as they may be amended from time to time, or any additional or successor federal legislation or regulation that governs the same subject matter. When used in this Security Instrument, “RESPA” refers to all requirements and restrictions that would apply to a “federally related mortgage loan” even if the Loan does not qualify as a “federally related mortgage loan” under RESPA. (V) “Successor in Interest of Borrower” means any party that has taken title to the Property, whether or not that party has assumed Borrower’s obligations under the Note and/or this Security Instrument. (W) “UETA” means the Uniform Electronic Transactions Act, as enacted by the jurisdiction in which the Property is located, as it may be amended from time to time, or any applicable additional or successor legislation that governs the same subject matter. TRANSFER OF RIGHTS IN THE PROPERTY This Security Instrument secures to Lender (i) the repayment of the Loan, and all renewals, extensions, and modifications of the Note, and (ii) the performance of Borrower’s covenants and agreements under this Security Instrument and the LOAN #: 2406877 Note. For this purpose, Borrower mortgages, grants, and conveys to Lender, with power of sale, the following described property located in the County Tulsa: SEE "EXHIBIT A" ATTACHED HERETO AND MADE A PART HEREOF. which currently has the address of 515 E Greeley St, Broken Arrow [Street][City] Oklahoma 74012 ("Property Address"); [Zip Code]; TOGETHER WITH all the improvements now or subsequently erected on the property, including replacements and additions to the improvements on such property, all property rights, including, without limitation, all easements, appurtenances, royalties, mineral rights, oil or gas rights or profits, water rights, and fixtures now or subsequently a part of the property. All of the foregoing is referred to in this Security Instrument as the 'Property.' BORROWER REPRESENTS, WARRANTS, COVENANTS, AND AGREES that: (i) Borrower lawfully owns and possesses the Property conveyed in this Security Instrument in fee simple or lawfully has the right to use and occupy the Property under a leasehold estate; (ii) Borrower has the right to mortgage, grant, and convey the Property or Borrower's leasehold interest in the Property; and (iii) the Property is unencumbered, and not subject to any other ownership interest in the Property, except for encumbrances and ownership interests of record. Borrower warrants generally the title to the Property and covenants and agrees to defend the title to the Property against all claims and demands, subject to any encumbrances and ownership interests of record as of Loan closing. THIS SECURITY INSTRUMENT combines uniform covenants for national use with limited variations and non-uniform covenants that reflect specific Oklahoma state requirements to constitute a uniform security instrument covering real property. UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows: 1. Payment of Principal, Interest, Escrow Items, Prepayment Charges, and Late Charges. Borrower will pay each Periodic Payment when due. Borrower will also pay any prepayment charges and late charges due under the Note, and any other amounts due under this Security Instrument. Payments due under the Note and this Security Instrument must be made in U.S. currency. If any check or other instrument received by Lender as payment under the Note or this Security Instrument is returned to Lender unpaid, Lender may require that any or all subsequent payments due under the Note and this Security Instrument be made in one or more of the following forms, as selected by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer's check, or cashier's check, provided any such check is drawn upon an institution whose deposits are insured by a U.S. federal agency, instrumentality, or entity; or (d) Electronic Fund Transfer. Payments are deemed received by Lender when received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section 16. Lender may accept or return any Partial Payments in its sole discretion pursuant to Section 2. Any offset or claim that Borrower may have now or in the future against Lender will not relieve Borrower from making the full amount of all payments due under the Note and this Security Instrument or performing the covenants and agreements secured by this Security Instrument. 2. Acceptance and Application of Payments or Proceeds. (a) Acceptance and Application of Partial Payments. Lender may accept and either apply or hold in suspense Partial Payments in its sole discretion in accordance with this Section 2. Lender is not obligated to accept any Partial Payments or to apply any Partial Payments at the time such payments are accepted, and also is not obligated to pay interest on such unapplied funds. Lender may hold such unapplied funds until Borrower makes payment sufficient to cover a full Periodic Payment, at which time the amount of the full Periodic Payment will be applied to the Loan. If Borrower does not make such a payment within a reasonable period of time, Lender will either apply such funds in accordance with this Section 2 or return them to Borrower. If not applied earlier, Partial Payments will be credited against the total amount due under the Loan in calculating the amount due in connection with any foreclosure proceeding, payoff request, loan modification, or reinstatement. Lender may accept any payment insufficient to bring the Loan current without waiver of any rights under this Security Instrument or prejudice to its rights to refuse such payments in the future. (b) Order of Application of Partial Payments and Periodic Payments. Except as otherwise described in this Section 2, if Lender applies a payment, such payment will be applied to each Periodic Payment in the order in which it became due, beginning with the oldest outstanding Periodic Payment, as follows: first to interest and then to principal due under the Note, and finally to Escrow Items. If all outstanding Periodic Payments then due are paid in full, any payment amounts remaining may be applied to late charges and to any amounts then due under this Security Instrument. If all sums then due under the Note and this Security Instrument are paid in full, any remaining payment amount may be applied, in Lender’s sole discretion, to a future Periodic Payment or to reduce the principal balance of the Note. If Lender receives a payment from Borrower in the amount of one or more Periodic Payments and the amount of any late charge due for a delinquent Periodic Payment, the payment may be applied to the delinquent payment and the late charge. When applying payments, Lender will apply such payments in accordance with Applicable Law. (c) Voluntary Prepayments. Voluntary prepayments will be applied as described in the Note. (d) No Change to Payment Schedule. Any application of payments, insurance proceeds, or Miscellaneous Proceeds to principal due under the Note will not extend or postpone the due date, or change the amount, of the Periodic Payments. 3. Funds for Escrow Items. (a) Escrow Requirement; Escrow Items. Borrower must pay to Lender on the day Periodic Payments are due under the Note, until the Note is paid in full, a sum of money to provide for payment of amounts due for all Escrow Items (the “Funds”). The amount of the Funds required to be paid each month may change during the term of the Loan. Borrower must promptly furnish to Lender all notices or invoices of amounts to be paid under this Section 3. (b) Payment of Funds; Waiver. Borrower must pay Lender the Funds for Escrow Items unless Lender waives this obligation in writing. Lender may waive this obligation for any Escrow Item at any time. In the event of such waiver, Borrower must pay directly, when and where payable, the amounts due for any Escrow Items subject to the waiver. If Lender has waived the requirement to pay Lender the Funds for any or all Escrow Items, Lender may require Borrower to provide proof of direct payment of those Items within such time period as Lender may require. Borrower’s obligation to make such timely payments and to provide proof of payment is deemed to be a covenant and agreement of Borrower under this Security Instrument. If Borrower is obligated to pay Escrow Items directly pursuant to a waiver, and Borrower fails to pay timely the amount due for an Escrow Item, Lender may exercise its rights under Section 9 to pay such amount and Borrower will be obligated to repay to Lender any such amount in accordance with Section 9. Lender may withdraw the waiver as to any or all Escrow Items at any time by giving a notice in accordance with Section 16; upon such withdrawal, Borrower must pay to Lender all Funds for such Escrow Items, and in such amounts, that are then required under this Section 3. (c) Amount of Funds; Application of Funds. Lender may, at any time, collect and hold Funds in an amount up to, but not in excess of, the maximum amount a lender can require under RESPA. Lender will estimate the amount of Funds due in accordance with Applicable Law. The Funds will be held in an institution whose deposits are insured by a U.S. federal agency, instrumentality, or entity (including Lender, if Lender is an institution whose deposits are so insured) or in any Federal Home Loan Bank. Lender will apply the Funds to pay the Escrow Items no later than the time specified under RESPA. Lender may not charge Borrower for: (i) holding and applying the Funds; (ii) annually analyzing the escrow account; or (iii) verifying the Escrow Items, unless Lender pays Borrower interest on the Funds and Applicable Law permits Lender to make such a charge. Unless Lender and Borrower agree in writing or Applicable Law requires interest to be paid on the Funds, Lender will not be required to pay Borrower any interest or earnings on the Funds. Lender will give to Borrower, without charge, an annual accounting of the Funds as required by RESPA. (d) Surplus; Shortage and Deficiency of Funds. In accordance with RESPA, if there is a surplus of Funds held in escrow, Lender will account to Borrower for such surplus. If Borrower’s Periodic Payment is delinquent by more than 30 days, Lender may retain the surplus in the escrow account for the payment of the Escrow Items. If there is a shortage or deficiency of Funds held in escrow, Lender will notify Borrower and Borrower will pay to Lender the amount necessary to make up the shortage or deficiency in accordance with RESPA. Upon payment in full of all sums secured by this Security Instrument, Lender will promptly refund to Borrower any Funds held by Lender. 4. Charges; Liens. Borrower must pay (a) all taxes, assessments, charges, fines, and impositions attributable to the Property which have priority or may attain priority over this Security Instrument, (b) leasehold payments or ground rents on the Property, if any, and (c) Community Association Dues, Fees, and Assessments, if any. If any of these Items are Escrow Items, Borrower will pay them in the manner provided in Section 3. Borrower must promptly discharge any lien that has priority or may attain priority over this Security Instrument unless Borrower: (aa) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to Lender, but only so long as Borrower is performing under such agreement; (bb) contests the lien in good faith by, or defends against enforcement of the lien in, legal proceedings which Lender determines, in its sole discretion, operate to prevent the enforcement of the lien while those proceedings are pending, but only until such proceedings are concluded; or (cc) secures from the holder of the lien an agreement satisfactory to Lender that subordinates the lien to this Security Instrument (collectively, the “Required Actions”). If Lender determines that any part of the Property is subject to a lien that has priority or may attain priority over this Security Instrument and Borrower has not taken any of the Required Actions in regard to such lien, Lender may give Borrower a notice identifying the lien. Within 10 days after the date on which that notice is given, Borrower must satisfy the lien or take one or more of the Required Actions. 5. Property Insurance. (a) Insurance Requirement; Coverages. Borrower must keep the improvements now existing or subsequently erected on the Property insured against loss by fire, hazards included within the term “extended coverage,” and any other hazards including, but not limited to, earthquakes, winds, and floods, for which Lender requires insurance. Borrower must maintain the types of insurance Lender requires in the amounts (including deductible levels) and for the periods that Lender requires. What Lender requires pursuant to the preceding sentences can change during the term of the Loan, and may exceed any minimum coverage required by Applicable Law. Borrower may choose the insurance carrier providing the insurance, subject to Lender’s right to disapprove Borrower’s choice, which right will not be exercised unreasonably. (b) Failure to Maintain Insurance. If Lender has a reasonable basis to believe that Borrower has failed to maintain any of the required insurance coverages described above, Lender may obtain insurance coverage, at Lender’s option and at Borrower’s expense. Unless required by Applicable Law, Lender is under no obligation to advance premiums for. or to seek to reinstate, any prior lapsed coverage obtained by Borrower. Lender is under no obligation to purchase any particular type or amount of coverage and may select the provider of such Insurance in its sole discretion. Before purchasing such coverage, Lender will notify Borrower if required to do so under Applicable Law. Any such coverage will insure Lender, but might not protect Borrower, Borrower’s equity in the Property, or the contents of the Property, against any risk, hazard, or liability and might provide greater or lesser coverage than was previously in effect, but not exceeding the coverage required under Section 5(a). Borrower acknowledges that the cost of the Insurance coverage so obtained may significantly exceed the cost of Insurance that Borrower could have obtained. Any amounts disbursed by Lender for costs associated with reinstating Borrower’s insurance policy or with placing new insurance under this Section 5 will become additional debt of Borrower secured by this Security Instrument. These amounts will bear interest at the Note rate from the date of disbursement and will be payable, with such interest, upon notice from Lender to Borrower requesting payment. (c) Insurance Policies. All insurance policies required by Lender and renewals of such policies: (i) will be subject to Lender’s right to disapprove such policies; (ii) must include a standard mortgage clause; and (iii) must name Lender as mortgagee and/or as an additional loss payee. Lender will have the right to hold the policies and renewal certificates. If Lender requires, Borrower will promptly give to Lender proof of paid premiums and renewal notices. If Borrower obtains any form of insurance coverage, not otherwise required by Lender, for damage to, or destruction of, the Property, such policy must include a standard mortgage clause and must name Lender as mortgagee and/or as an additional loss payee. (d) Proof of Loss; Application of Proceeds. In the event of loss, Borrower must give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. Any insurance proceeds, whether or not the underlying insurance was required by Lender, will be applied to restoration or repair of the Property, if Lender deems the restoration or repair to be economically feasible and determines that Lender’s security will not be lessened by such restoration or repair. If the Property is to be repaired or restored, Lender will disburse from the insurance proceeds any initial amounts that are necessary to begin the repair or restoration, subject to any restrictions applicable to Lender. During the subsequent repair and restoration period, Lender will have the right to hold such insurance proceeds until Lender has had an opportunity to inspect such Property to ensure the work has been completed to Lender’s satisfaction (which may include satisfying Lender’s minimum eligibility requirements for persons repairing the Property, including, but not limited to, licensing, bond, and insurance requirements) provided that such inspection must be undertaken promptly. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. Lender will not be required to pay Borrower any interest or earnings on such insurance proceeds unless Lender and Borrower agree in writing or Applicable Law requires otherwise. Fees for public adjusters, or other third parties, retained by Borrower will not be paid out of the insurance proceeds and will be the sole obligation of Borrower. If Lender deems the restoration or repair not to be economically feasible or Lender’s security would be lessened by such restoration or repair, the insurance proceeds will be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. Such insurance proceeds will be applied in the order that Partial Payments are applied in Section 2(b). (e) Insurance Settlements; Assignment of Proceeds. If Borrower abandons the Property, Lender may file, negotiate, and settle any available insurance claim and related matters. If Borrower does not respond within 30 days to a notice from Lender that the insurance carrier has offered to settle a claim, then Lender may negotiate and settle the claim. The 30-day period will begin when the notice is given. In either event, or if Lender acquires the Property under Section 26 or otherwise, Borrower is unconditionally assigning to Lender (i) Borrower’s rights to any insurance proceeds in an amount not to exceed the amounts unpaid under the Note and this Security Instrument, and (ii) any other of Borrower’s rights (other than the right to any refund of unearned premiums paid by Borrower) under all insurance policies covering the Property, to the extent that such rights are applicable to the coverage of the Property. If Lender files, negotiates, or settles a claim, Borrower agrees that any insurance proceeds may be made payable directly to Lender without the need to include Borrower as an additional loss payee. Lender may use the insurance proceeds either to repair or restore the Property (as provided in Section 5(d)) or to pay amounts unpaid under the Note or this Security Instrument, whether or not then due. 6. Occupancy. Borrower must occupy, establish, and use the Property as Borrower’s principal residence within 60 days after the execution of this Security Instrument and must continue to occupy the Property as Borrower’s principal residence for at least one year after the date of occupancy, unless Lender otherwise agrees in writing, which consent will not be unreasonably withheld, or unless extenuating circumstances exist that are beyond Borrower’s control. 7. Preservation, Maintenance, and Protection of the Property; Inspections. Borrower will not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Whether or not Borrower is residing in the Property, Borrower must maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless Lender determines pursuant to Section 5 that repair or restoration is not economically feasible, Borrower will promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid to Lender in connection with damage to, or the taking of, the Property, Borrower will be responsible for repairing or restoring the Property only if Lender has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower remains obligated to complete such repair or restoration. Lender may make reasonable entries upon and inspections of the Property. If Lender has reasonable cause, Lender may inspect the interior of the improvements on the Property. Lender will give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause. 8. Borrower’s Loan Application. Borrower will be in Default if, during the Loan application process, Borrower or any persons or entities acting at Borrower’s direction or with Borrower’s knowledge or consent gave materially false, misleading, or inaccurate information or statements to Lender (or failed to provide Lender with material information) in connection with the Loan, including, but not limited to, overstating Borrower’s income or assets, understating or failing to provide documentation of Borrower’s debt obligations and liabilities, and misrepresenting Borrower’s occupancy or intended occupancy of the Property as Borrower’s principal residence. 9. Protection of Lender’s Interest in the Property and Rights Under this Security Instrument. (a) Protection of Lender’s Interest. If: (i) Borrower fails to perform the covenants and agreements contained in this Security Instrument; (ii) there is a legal proceeding or government order that might significantly affect Lender’s interest in the Property and/or rights under this Security Instrument (such as a proceeding in bankruptcy, probate, for condemnation or forfeiture, for enforcement of a lien that has priority or may attain priority over this Security Instrument, or to enforce laws or regulations); or (iii) Lender reasonably believes that Borrower has abandoned the Property, then Lender may do and pay for whatever is reasonable or appropriate to protect Lender’s interest in the Property and/or rights under this Security Instrument, including protecting and/or assessing the value of the Property, and securing and/or repairing the Property. Lender’s actions may include, but are not limited to: (I) paying any sums secured by a lien that has priority or may attain priority over this Security Instrument; (II) appearing in court; and (III) paying: (A) reasonable attorneys’ fees and costs; (B) property inspection and valuation fees; and (C) other fees incurred for the purpose of protecting Lender’s interest in the Property and/or rights under this Security Instrument, including its secured position in a bankruptcy proceeding. Securing the Property includes, but is not limited to, exterior and interior inspections of the Property, entering the Property to make repairs, changing locks, replacing or boarding up doors and windows, draining water from pipes, eliminating building or other code violations or dangerous conditions, and having utilities turned on or off. Although Lender may take action under this Section 9, Lender is not required to do so and is not under any duty or obligation to do so. Lender will not be liable for not taking any or all actions authorized under this Section 9. (b) Avoiding Foreclosure; Mitigating Losses. If Borrower is in Default, Lender may work with Borrower to avoid foreclosure and/or mitigate Lender’s potential losses, but is not obligated to do so unless required by Applicable Law. Lender may take reasonable actions to evaluate Borrower for available alternatives to foreclosure, including, but not limited to, obtaining credit reports, title reports, title insurance, property valuations, subordination agreements, and third-party approvals. Borrower authorizes and consents to these actions. Any costs associated with such loss mitigation activities may be paid by Lender and recovered from Borrower as described below in Section 9(c), unless prohibited by Applicable Law. (c) Additional Amounts Secured. Any amounts disbursed by Lender under this Section 9 will become additional debt of Borrower secured by this Security Instrument. These amounts may bear interest at the Note rate from the date of disbursement and will be payable, with such interest, upon notice from Lender to Borrower requesting payment. (d) Leasehold Terms. If this Security Instrument is on a leasehold, Borrower will comply with all the provisions of the lease. Borrower will not surrender the leasehold estate and interests conveyed or terminate or cancel the ground lease. Borrower will not, without the express written consent of Lender, alter or amend the ground lease. If Borrower acquires fee title to the Property, the leasehold and the fee title will not merge unless Lender agrees to the merger in writing. 10. Assignment of Rents. (a) Assignment of Rents. If the Property is leased to, used by, or occupied by a third party ("Tenant"), Borrower is unconditionally assigning and transferring to Lender any Rents, regardless of to whom the Rents are payable. Borrower authorizes Lender to collect the Rents, and agrees that each Tenant will pay the Rents to Lender. However, Borrower will receive the Rents until (i) Lender has given Borrower notice of Default pursuant to Section 26, and (ii) Lender has given notice to the Tenant that the Rents are to be paid to Lender. This Section 10 constitutes an absolute assignment and not an assignment for additional security only. (b) Notice of Default. If Lender gives notice of Default to Borrower: (i) all Rents received by Borrower must be held by Borrower as trustee for the benefit of Lender only, to be applied to the sums secured by the Security Instrument; (ii) Lender will be entitled to collect and receive all of the Rents; (iii) Borrower agrees to instruct each Tenant that Tenant is to pay all Rents due and unpaid to Lender upon Lender’s written demand to the Tenant; (iv) Borrower will ensure that each Tenant pays all Rents due to Lender and will take whatever action is necessary to collect such Rents if not paid to Lender; (v) unless Applicable Law provides otherwise, all Rents collected by Lender will be applied first to the costs of taking control of and managing the Property and collecting the Rents, including, but not limited to, reasonable attorneys’ fees and costs, receiver’s fees, premiums on receiver’s bonds, repair and maintenance costs, insurance premiums, taxes, assessments, and other charges on the Property, and then to any other sums secured by this Security Instrument; (vi) Lender, or any judicially appointed receiver, will be liable to account for only those Rents actually received; and (vii) Lender will be entitled to have a receiver appointed to take possession of and manage the Property and collect the Rents and profits derived from the Property without any showing as to the inadequacy of the Property as security. (c) Funds Paid by Lender. If the Rents are not sufficient to cover the costs of taking control of and managing the Property and of collecting the Rents, any funds paid by Lender for such purposes will become indebtedness of Borrower to Lender secured by this Security Instrument pursuant to Section 9. (d) Limitation on Collection of Rents. Borrower may not collect any of the Rents more than one month in advance of the time when the Rents become due, except for security or similar deposits. (e) No Other Assignment of Rents. Borrower represents, warrants, covenants, and agrees that Borrower has not signed any prior assignment of the Rents, will not make any further assignment of the Rents, and has not performed, and will not perform, any act that could prevent Lender from exercising its rights under this Security Instrument. (f) Control and Maintenance of the Property. Unless required by Applicable Law, Lender, or a receiver appointed under Applicable Law, is not obligated to enter upon, take control of, or maintain the Property before or after giving notice of Default to Borrower. However, Lender, or a receiver appointed under Applicable Law, may do so at any time when Borrower is in Default, subject to Applicable Law. (g) Additional Provisions. Any application of the Rents will not cure or waive any Default or invalidate any other right or remedy of Lender. This Section 10 does not relieve Borrower of Borrower’s obligations under Section 5. This Section 10 will terminate when all the sums secured by this Security Instrument are paid in full. 11. Mortgage Insurance. (a) Payment of Premiums; Substitution of Policy; Loss Reserve; Protection of Lender. If Lender required Mortgage Insurance as a condition of making the Loan, Borrower will pay the premiums required to maintain the Mortgage Insurance in effect. If Borrower was required to make separately designated payments toward the premiums for Mortgage Insurance, and (i) the Mortgage Insurance coverage required by Lender ceases for any reason to be available from the mortgage insurer that previously provided such insurance, or (ii) Lender determines in its sole discretion that such mortgage insurer is no longer eligible to provide the Mortgage Insurance coverage required by Lender, Borrower will pay the premiums required to obtain coverage substantially equivalent to the Mortgage Insurance previously in effect, at a cost substantially equivalent to the cost to Borrower of the Mortgage Insurance previously in effect, from an alternate mortgage insurer selected by Lender. If substantially equivalent Mortgage Insurance coverage is not available, Borrower will continue to pay to Lender the amount of the separately designated payments that were due when the insurance coverage ceased to be in effect. Lender will accept, use, and retain these payments as a non-refundable loss reserve in lieu of Mortgage Insurance. Such loss reserve will be non-refundable, even when the Loan is paid in full, and Lender will not be required to pay Borrower any interest or earnings on such loss reserve. Lender will no longer require loss reserve payments if Mortgage Insurance coverage (in the amount and for the period that Lender requires) provided by an insurer selected by Lender again becomes available, is obtained, and Lender requires separately designated payments toward the premiums for Mortgage Insurance. If Lender required Mortgage Insurance as a condition of making the Loan and Borrower was required to make separately designated payments toward the premiums for Mortgage Insurance, Borrower will pay the premiums required to maintain Mortgage Insurance in effect, or to provide a non-refundable loss reserve, until Lender’s requirement for Mortgage Insurance ends in accordance with any written agreement between Borrower and Lender providing for such termination or until termination is required by Applicable Law. Nothing in this Section 11 affects Borrower’s obligation to pay interest at the Note rate. (b) Mortgage Insurance Agreements. Mortgage Insurance reimburses Lender for certain losses Lender may incur if Borrower does not repay the Loan as agreed. Borrower is not a party to the Mortgage Insurance policy or coverage. Mortgage insurers evaluate their total risk on all such insurance in force from time to time, and may enter into agreements with other parties that share or modify their risk, or reduce losses. These agreements may require the mortgage insurer to make payments using any source of funds that the mortgage insurer may have available (which may include funds obtained from Mortgage Insurance premiums). As a result of these agreements, Lender, another insurer, any reinsurer, any other entity, or any affiliate of any of the foregoing, may receive (directly or indirectly) amounts that derive from (or might be characterized as) a portion of Borrower’s payments for Mortgage Insurance, in exchange for sharing or modifying the mortgage insurer’s risk, or reducing losses. Any such agreements will not: (i) affect the amounts that Borrower has agreed to pay for Mortgage Insurance, or any other terms of the Loan; (ii) increase the amount Borrower will owe for Mortgage Insurance; (iii) entitle Borrower to any refund; or (iv) affect the rights Borrower has, if any, with respect to the Mortgage Insurance under the Homeowners Protection Act of 1998 (12 U.S.C. § 4901 et seq.), as it may be amended from time to time, or any additional or successor federal legislation or regulation that governs the same subject matter (“HPA”). These rights under the HPA may include the right to receive certain disclosures, to request and obtain cancellation of the Mortgage Insurance, to have the Mortgage Insurance terminated automatically, and/or to receive a refund of any Mortgage Insurance premiums that were unearned at the time of such cancellation or termination. 12. Assignment and Application of Miscellaneous Proceeds; Forfeiture. (a) Assignment of Miscellaneous Proceeds. Borrower is unconditionally assigning the right to receive all Miscellaneous Proceeds to Lender and agrees that such amounts will be paid to Lender. (b) Application of Miscellaneous Proceeds upon Damage to Property. If the Property is damaged, any Miscellaneous Proceeds will be applied to restoration or repair of the Property, if Lender deems the restoration or repair to be economically feasible and Lender’s security will not be lessened by such restoration or repair. During such repair and restoration period, Lender will have the right to hold such Miscellaneous Proceeds until Lender has had an opportunity to inspect the Property to ensure the work has been completed to Lender’s satisfaction (which may include satisfying Lender’s minimum eligibility requirements for persons repairing the Property, including, but not limited to, licensing, bond, and insurance requirements) provided that such inspection must be undertaken promptly. Lender may pay for the repairs and restoration in a single disbursement or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. Unless Lender and Borrower agree in writing or Applicable Law requires interest to be paid on such Miscellaneous Proceeds, Lender will not be required to pay Borrower any interest or earnings on such Miscellaneous Proceeds. If Lender deems the restoration or repair not to be economically feasible or Lender’s security would be lessened by such restoration or repair, the Miscellaneous Proceeds will be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. Such Miscellaneous Proceeds will be applied in the order that Partial Payments are applied in Section 2(b). (c) Application of Miscellaneous Proceeds upon Condemnation, Destruction, or Loss in Value of the Property. In the event of a total taking, destruction, or loss in value of the Property, all of the Miscellaneous Proceeds will be applied to the sums secured by this Security Instrument, whether or not then due, with the excess, if any, paid to Borrower. In the event of a partial taking, destruction, or loss in value of the Property (each, a “Partial Devaluation”) where the fair market value of the Property immediately before the Partial Devaluation is equal to or greater than the amount of the sums secured by this Security Instrument immediately before the Partial Devaluation, a percentage of the Miscellaneous Proceeds will be applied to the sums secured by this Security Instrument unless Borrower and Lender otherwise agree in writing. The amount of the Miscellaneous Proceeds that will be so applied is determined by multiplying the total amount of the Miscellaneous Proceeds by a percentage calculated by taking (i) the total amount of the sums secured immediately before the Partial Devaluation, and dividing it by (ii) the fair market value of the Property immediately before the Partial Devaluation. Any balance of the Miscellaneous Proceeds will be paid to Borrower. In the event of a Partial Devaluation where the fair market value of the Property immediately before the Partial Devaluation is less than the amount of the sums secured immediately before the Partial Devaluation, all of the Miscellaneous Proceeds will be applied to the sums secured by this Security Instrument, whether or not the sums are then due, unless Borrower and Lender otherwise agree in writing. (d) Settlement of Claims. Lender is authorized to collect and apply the Miscellaneous Proceeds either to the sums secured by this Security Instrument, whether or not then due, or to restoration or repair of the Property, if Borrower (i) abandons the Property, or (ii) fails to respond to Lender within 30 days after the date Lender notifies Borrower that the Opposing Party (as defined in the next sentence) offers to settle a claim for damages. "Opposing Party" means the third party that owes Borrower the Miscellaneous Proceeds or the party against whom Borrower has a right of action in regard to the Miscellaneous Proceeds. (e) Proceeding Affecting Lender's Interest in the Property. Borrower will be in Default if any action or proceeding begins, whether civil or criminal, that, in Lender's judgment, could result in forfeiture of the Property or other material impairment of Lender's interest in the Property or rights under this Security Instrument. Borrower can cure such a Default and, if acceleration has occurred, reinstate as provided in Section 20, by causing the action or proceeding to be dismissed with a ruling that, in Lender's judgment, precludes forfeiture of the Property or other material impairment of Lender's interest in the Property or rights under this Security Instrument. Borrower is unconditionally assigning to Lender the proceeds of any award or claim for damages that are attributable to the impairment of Lender's interest in the Property, which proceeds will be paid to Lender. All Miscellaneous Proceeds that are not applied to restoration or repair of the Property will be applied in the order that Partial Payments are applied in Section 2(b). 13. Borrower Not Released; Forbearance by Lender Not a Waiver. Borrower or any Successor in Interest of Borrower will not be released from liability under this Security Instrument if Lender extends the time for payment or modifies the amortization of the sums secured by this Security Instrument. Lender will not be required to commence proceedings against any Successor in Interest of Borrower, or to refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security Instrument, by reason of any demand made by the original Borrower or any Successors in Interest of Borrower. Any forbearance by Lender in exercising any right or remedy including, without limitation, Lender's acceptance of payments from third persons, entities, or Successors in Interest of Borrower or in amounts less than the amount then due, will not be a waiver of, or preclude the exercise of, any right or remedy by Lender. 14. Joint and Several Liability; Signatories; Successors and Assigns Bound. Borrower's obligations and liability under this Security Instrument will be joint and several. However, any Borrower who signs this Security Instrument but does not sign the Note: (a) signs this Security Instrument to mortgage, grant, and convey such Borrower's interest in the Property under the terms of this Security Instrument; (b) signs this Security Instrument to waive any applicable inchoate rights such as dower and curtesy and any available homestead exemptions; (c) signs this Security Instrument to assign any Miscellaneous Proceeds, Rents, or other earnings from the Property to Lender; (d) is not personally obligated to pay the sums due under the Note or this Security Instrument; and (e) agrees that Lender and any other Borrower can agree to extend, modify, forbear, or make any accommodations with regard to the terms of the Note or this Security Instrument without such Borrower's consent and without affecting such Borrower's obligations under this Security Instrument. Subject to the provisions of Section 19, any Successor in Interest of Borrower who assumes Borrower's obligations under this Security Instrument in writing, and is approved by Lender, will obtain all of Borrower's rights, obligations, and benefits under this Security Instrument. Borrower will not be released from Borrower's obligations and liability under this Security Instrument unless Lender agrees to such release in writing. 15. Loan Charges. (a) Tax and Flood Determination Fees. Lender may require Borrower to pay (i) a one-time charge for a real estate tax verification and/or reporting service used by Lender in connection with this Loan, and (ii) either (A) a one-time charge for flood zone determination, certification, and tracking services, or (B) a one-time charge for flood zone determination and certification services and subsequent charges each time remappings or similar changes occur that reasonably might affect such determination or certification. Borrower will also be responsible for the payment of any fees imposed by the Federal Emergency Management Agency, or any successor agency, at any time during the Loan term, in connection with any flood zone determinations. (b) Default Charges. If permitted under Applicable Law, Lender may charge Borrower fees for services performed in connection with Borrower's Default to protect Lender's interest in the Property and rights under this Security Instrument, including: (i) reasonable attorneys' fees and costs; (ii) property inspection, valuation, mediation, and loss mitigation fees; and (iii) other related fees. (c) Permissibility of Fees. In regard to any other fees, the absence of express authority in this Security Instrument to charge a specific fee to Borrower should not be construed as a prohibition on the charging of such fee. Lender may not charge fees that are expressly prohibited by this Security Instrument or by Applicable Law. (d) Savings Clause. If Applicable Law sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits, then (i) any such loan charge will be reduced by the amount necessary to reduce the charge to the permitted limit, and (ii) any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. If a refund reduces principal, the reduction will be treated as a partial prepayment without any prepayment charge (whether or not a prepayment charge is provided for under the Note). To the extent permitted by Applicable Law, Borrower's acceptance of any such refund made by direct payment to Borrower will constitute a waiver of any right of action Borrower might have arising out of such overcharge. 16. Notices; Borrower's Physical Address. All notices given by Borrower or Lender in connection with this Security Instrument must be in writing. (a) Notices to Borrower. Unless Applicable Law requires a different method, any written notice to Borrower in connection with this Security Instrument will be deemed to have been given to Borrower, except as otherwise required by Applicable Law, when (i) mailed by first class mail, or (ii) actually delivered to Borrower's Notice Address (as defined in Section 16(c) below) if sent by means other than first class mail or Electronic Communication (as defined in Section 16(b)) below). Notice to any one Borrower will constitute notice to all Borrowers unless Applicable Law expressly requires otherwise. If any notice to Borrower required by this Security Instrument is also required under Applicable Law, the Applicable Law requirement will satisfy the corresponding requirement under this Security Instrument. (b) Electronic Notice to Borrower. Unless another delivery method is required by Applicable Law, Lender may provide notice to Borrower by e-mail or other electronic communication ("Electronic Communication") if: (i) agreed to by Lender and Borrower in writing; (ii) Borrower has provided Lender with Borrower's e-mail or other electronic address ("Electronic Address"); (iii) Lender provides Borrower with the option to receive notices by first class mail or by other non-Electronic Communication instead of by Electronic Communication; and (iv) Lender otherwise complies with Applicable Law. Any notice to Borrower sent by Electronic Communication in connection with this Security Instrument will be deemed to have been given to Borrower when sent unless Lender becomes aware that such notice is not delivered. If Lender becomes aware that any notice sent by Electronic Communication is not delivered, Lender will resend such communication to Borrower by first class mail or by other non-Electronic Communication. Borrower may withdraw the agreement to receive Electronic Communications from Lender at any time by providing written notice to Lender of Borrower's withdrawal of such agreement. (c) Borrower's Notice Address. The address to which Lender will send Borrower notice ("Notice Address") will be the Property Address unless Borrower has designated a different address by written notice to Lender. If Lender and Borrower have agreed that notice may be given by Electronic Communication, then Borrower may designate an Electronic Address as Notice Address. Borrower will promptly notify Lender of Borrower's change of Notice Address, including any changes to Borrower's Electronic Address if designated as Notice Address. If Lender specifies a procedure for reporting Borrower's change of Notice Address, then Borrower will report a change of Notice Address only through that specified procedure. (d) Notices to Lender. Any notice to Lender will be given by delivering it or by mailing it by first class mail to Lender's address stated in this Security Instrument unless Lender has designated another address (including an Electronic Address) by notice to Borrower. Any notice in connection with this Security Instrument will be deemed to have been given to Lender only when actually received by Lender at Lender's designated address (which may include an Electronic Address). If any notice to Lender required by this Security Instrument is also required under Applicable Law, the Applicable Law requirement will satisfy the corresponding requirement under this Security Instrument. (e) Borrower's Physical Address. In addition to the designated Notice Address, Borrower will provide Lender with the address where Borrower physically resides, if different from the Property Address, and notify Lender whenever this address changes. 17. Governing Law; Severability; Rules of Construction. This Security Instrument is governed by federal law and the law of the State of Oklahoma. All rights and obligations contained in this Security Instrument are subject to any requirements and limitations of Applicable Law. If any provision of this Security Instrument or the Note conflicts with Applicable Law (i) such conflict will not affect other provisions of this Security Instrument or the Note that can be given effect without the conflicting provision, and (ii) such conflicting provision, to the extent possible, will be considered modified to comply with Applicable Law. Applicable Law might explicitly or implicitly allow the parties to agree by contract or it might be silent, but such silence should not be construed as a prohibition against agreement by contract. Any action required under this Security Instrument to be made in accordance with Applicable Law is to be made in accordance with the Applicable Law in effect at the time the action is undertaken. As used in this Security Instrument: (a) words in the singular will mean and include the plural and vice versa; (b) the word "may" gives sole discretion without any obligation to take any action; (c) any reference to "Section" in this document refers to Sections contained in this Security Instrument unless otherwise noted; and (d) the headings and captions are inserted for convenience of reference and do not define, limit, or describe the scope or intent of this Security Instrument or any particular Section, paragraph, or provision. 18. Borrower's Copy. One Borrower will be given one copy of the Note and of this Security Instrument. 19. Transfer of the Property or a Beneficial Interest in Borrower. For purposes of this Section 19 only, "Interest in the Property" means any legal or beneficial interest in the Property, including, but not limited to, those beneficial interests transferred in a bond for deed, contract for deed, installment sales contract, or escrow agreement, the intent of which is the transfer of title by Borrower to a purchaser at a future date. If all or any part of the Property or any Interest in the Property is sold or transferred (or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred) without Lender's prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, Lender will not exercise this option if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender will give Borrower notice of acceleration. The notice will provide a period of not less than 30 days from the date the notice is given in accordance with Section 16 within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to, or upon, the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower and will be entitled to collect all expenses incurred in pursuing such remedies, including, but not limited to: (a) reasonable attorneys' fees and costs; (b) property inspection and valuation fees; and (c) other fees incurred to protect Lender's interest in the Property and/or rights under this Security Instrument. 20. Borrower's Right to Reinstate the Loan after Acceleration. If Borrower meets certain conditions, Borrower will have the right to reinstate the Loan and have enforcement of this Security Instrument discontinued at any time up to the later of (a) five days before any foreclosure sale of the Property, or (b) such other period as Applicable Law might specify for the termination of Borrower's right to reinstate. This right to reinstate will not apply in the case of acceleration under Section 19. To reinstate the Loan, Borrower must satisfy all of the following conditions: (aa) pay Lender all sums that then would be due under this Security Instrument and the Note as if no acceleration had occurred; (bb) cure any Default of any other covenants or agreements under this Security Instrument or the Note; (cc) pay all expenses incurred in enforcing this Security Instrument or the Note, including, but not limited to: (i) reasonable attorneys' fees and costs; (ii) property inspection and valuation fees; and (iii) other fees incurred to protect Lender's interest in the Property and/or rights under this Security Instrument or the Note, and (dd) take such action as Lender may reasonably require to assure that Lender's Interest in the Property and/or rights under this Security Instrument or the Note, and Borrower’s obligation to pay the sums secured by this Security Instrument or the Note, will continue unchanged. Lender may require that Borrower pay such reinstatement sums and expenses in one or more of the following forms, as selected by Lender: (aaa) cash; (bbb) money order; (ccc) certified check, bank check, treasurer’s check, or cashier’s check, provided any such check is drawn upon an institution whose deposits are insured by a U.S. federal agency, Instrumentality, or entity; or (ddd) Electronic Fund Transfer. Upon Borrower’s reinstatement of the Loan, this Security Instrument and obligations secured by this Security Instrument will remain fully effective as if no acceleration had occurred. 21. Sale of Note. The Note or a partial interest in the Note, together with this Security Instrument, may be sold or otherwise transferred one or more times. Upon such a sale or other transfer, all of Lender’s rights and obligations under this Security Instrument will convey to Lender’s successors and assigns. 22. Loan Servicer. Lender may take any action permitted under this Security Instrument through the Loan Servicer or another authorized representative, such as a sub-servicer. Borrower understands that the Loan Servicer or other authorized representative of Lender has the right and authority to take such actions. The Loan Servicer may change one or more times during the term of the Note. The Loan Servicer may or may not be the holder of the Note. The Loan Servicer has the right and authority to: (a) collect Periodic Payments and any other amounts due under the Note and this Security Instrument; (b) perform any other mortgage loan servicing obligations; and (c) exercise any rights under the Note, this Security Instrument, and Applicable Law on behalf of Lender. If there is a change of the Loan Servicer, Borrower will be given written notice of the change which will state the name and address of the new Loan Servicer, the address to which payments should be made, and any other information RESPA requires in connection with a notice of transfer of servicing. 23. Notice of Grievance. Until Borrower or Lender has notified the other party (in accordance with Section 16) of an alleged breach and afforded the other party a reasonable period after the giving of such notice to take corrective action, neither Borrower nor Lender may commence, join, or be joined to any judicial action (either as an individual litigant or a member of a class) that (a) arises from the other party’s actions pursuant to this Security Instrument or the Note, or (b) alleges that the other party has breached any provision of this Security Instrument or the Note. If Applicable Law provides a time period that must elapse before certain action can be taken, that time period will be deemed to be reasonable for purposes of this Section 23. The notice of Default given to Borrower pursuant to Section 26(a) and the notice of acceleration given to Borrower pursuant to Section 19 will be deemed to satisfy the notice and opportunity to take corrective action provisions of this Section 23. 24. Hazardous Substances. (a) Definitions. As used in this Section 24: (i) “Environmental Law” means any Applicable Laws where the Property is located that relate to health, safety, or environmental protection; (ii) “Hazardous Substances” include (A) those substances defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law, and (B) the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, corrosive materials or agents, and radioactive materials; (iii) “Environmental Cleanup” includes any response action, remedial action, or removal action, as defined in Environmental Law; and (iv) an “Environmental Condition” means a condition that can cause, contribute to, or otherwise trigger an Environmental Cleanup. (b) Restrictions on Use of Hazardous Substances. Borrower will not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances, or threaten to release any Hazardous Substances, on or in the Property. Borrower will not do, nor allow anyone else to do, anything affecting the Property that: (i) violates Environmental Law; (ii) creates an Environmental Condition; or (iii) due to the presence, use, or release of a Hazardous Substance, creates a condition that adversely affects or could adversely affect the value of the Property. The preceding two sentences will not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property (including, but not limited to, hazardous substances in consumer products). (c) Notices; Remedial Actions. Borrower will promptly give Lender written notice of: (i) any investigation, claim, demand, lawsuit, or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge; (ii) any Environmental Condition, including but not limited to, any spilling, leaking, discharge, release, or threat of release of any Hazardous Substance; and (iii) any condition caused by the presence, use, or release of a Hazardous Substance that adversely affects the value of the Property. If Borrower learns, or is notified by any governmental or regulatory authority or any private party, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower will promptly take all necessary remedial actions in accordance with Environmental Law. Nothing in this Security Instrument will create any obligation on Lender for an Environmental Cleanup. 25. Electronic Note Signed with Borrower’s Electronic Signature. If the Note evidencing the debt for this Loan is electronic, Borrower acknowledges and represents to Lender that Borrower: (a) expressly consented and intended to sign the electronic Note using an Electronic Signature adopted by Borrower (“Borrower’s Electronic Signature”) instead of signing a paper Note with Borrower’s written pen and ink signature; (b) did not withdraw Borrower’s express consent to sign the electronic Note using Borrower’s Electronic Signature; (c) understood that by signing the electronic Note using Borrower’s Electronic Signature, Borrower promised to pay the debt evidenced by the electronic Note in accordance with its terms; and (d) signed the electronic Note with Borrower’s Electronic Signature with the intent and understanding that by doing so, Borrower promised to pay the debt evidenced by the electronic Note in accordance with its terms. NON-UNIFORM COVENANTS. Borrower and Lender further covenant and agree as follows: 26. Acceleration; Remedies. (a) Notice of Default. Lender will give a notice of Default to Borrower as required by Applicable Law prior to acceleration following Borrower’s Default, except that such notice of Default will not be sent when Lender exercises its right under Section 19 unless Applicable Law provides otherwise. The notice will specify, in addition to any other information required by Applicable Law; (i) the Default; (ii) the action required to cure the Default; (iii) a date, not less than 35 days (or as otherwise specified by Applicable Law) from the date the notice is given to Borrower, by which the Default must be cured; (iv) that failure to cure the Default on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument and sale of the Property; (v) Borrower’s right to reinstate after acceleration; (vi) Borrower’s right to bring a court action to deny the existence of a Default or to assert any other defense of Borrower to acceleration and sale; and (vii) any other information required by Applicable Law. (b) Acceleration; Power of Sale; Expenses. If the Default is not cured on or before the date specified in the notice, Lender may require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and any other remedies permitted by Applicable Law. Lender will be entitled to collect all costs and expenses incurred in pursuing the remedies provided in this Section 26, including, but not limited to: (i) reasonable attorneys’ fees and costs; (ii) property inspection and valuation fees; and (iii) other fees incurred to protect Lender’s interest in the Property and/or rights under this Security Instrument. (c) Notice of Sale; Sale of Property. If Lender invokes the power of sale, Lender will give notice, in the manner required by Applicable Law, to Borrower and the other required recipients. Lender will also publish the notice of sale, and the Property will be sold, as prescribed by Applicable Law. Lender or its designee may purchase the Property at any sale. The proceeds of the sale will be applied in the manner prescribed by Applicable Law. 27. Release. Upon payment of all sums secured by this Security Instrument, Lender will release this Security Instrument. Borrower will pay any recordation costs associated with such release unless Applicable Law provides otherwise. Lender may charge Borrower a fee for releasing this Security Instrument, but only if the fee is paid to a third party for services rendered and the charging of the fee is permitted under Applicable Law. 28. Waiver of Appraisement. Appraisement of the Property is waived or not waived at Lender’s option, which will be exercised before or at the time judgment is entered in any foreclosure. 29. Assumption Fee. If there is an assumption of this Loan, Lender may charge an assumption fee of U.S. 30. Notice of Power of Sale. A power of sale has been granted in this Security Instrument. A power of sale may allow Lender to take the Property and sell it without going to court in a foreclosure action upon Default by Borrower under this Security Instrument. BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in this Security Instrument and in any Rider signed by Borrower and recorded with it. SAMUEL BRYAN MAYBERRY State of Oklahoma County of Tulsa This instrument was acknowledged before me on 7/8/24 (date) by SAMUEL BRYAN MAYBERRY. My commission expires 10-29-2024 My Commission Number NO. 20013899 MARIA ZAFERES NOTARY PUBLIC COMM. EXP. IN AND FOR ROCERS COUNTY Lender: Regent Bank NMLS ID: 464417 Loan Originator: Jennifer Graves-Hamm NMLS ID: 1179321 THAT PART OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER (SW/4 NE/4) OF SECTION ELEVEN (11), TOWNSHIP EIGHTEEN (18) NORTH, RANGE FOURTEEN (14) EAST OF THE INDIAN BASE AND MERIDIAN, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE U.S. GOVERNMENT SURVEY THEREOF, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT: BEGINNING AT A POINT THIRTY (30) FEET SOUTH OF THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER (NW/4 NE/4) OF SECTION ELEVEN (11); THENCE WEST ALONG THE SOUTH LINE OF GREELEY STREET, A DISTANCE OF ONE HUNDRED FORTY-ONE (141) FEET TO THE POINT OF BEGINNING; THENCE SOUTH ONE HUNDRED FORTY (140) FEET; THENE WEST FIFTY (50) FEET; THENE NORTH ONE HUNDRED FORTY (140) FEET; THENE EAST FIFTY (50) FEET TO THE POINT OF BEGINNING. THIS PROPERTY OTHERWISE DESCRIBED AS: THE WEST FIFTY (50) FEET OF THE SOUTH ONE HUNDRED FORTY (140) FEET OF THE NORTH ONE HUNDRED SEVENTY (170) FEET OF THE EAST ONE HUNDRED NINETY-ONE (191) FEET OF BLOCK ONE (1), COLLEGE ADDITION TO THE CITY OF BROKEN ARROW, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE RECORDED PLAT THEREOF.