BRL Properties, LLC v. William E. Mayberry

IN THE DISTRICT COURT IN AND FOR MUSKOGEE COUNTY STATE OF OKLAHOMA BRL Properties, LLC, Plaintiff, vs. William E. Mayberry, Venesa L. Bess, and JOHN DOE AS OCCUPANT OF THE PREMISES, Defendants. PETITION COMES NOW, the Plaintiff, BRL Properties, LLC, an Oklahoma limited liability company, and for its causes of action against the Defendants, William E. Mayberry and Venesa L. Bess and all occupants of the premises, alleges and states as follows: 1. Plaintiff is an Oklahoma limited liability company with its principal place of business in Dallas County, Texas, and was at all times hereinafter mentioned, and now is duly organized and existing and authorized to bring this action. 2. The Mortgagors, William E. Mayberry and Venesa L. Bess, were single persons at the time that they executed the mortgage sued upon. 3. On March 8, 2024, the original maker, for good and valuable consideration, made, executed and delivered to the Payee, a certain written promissory note; a true copy of said Note, duly endorsed by the Payee to Plaintiff if applicable, is hereto attached, marked Exhibit "A", and made a part hereof by reference. 4. Plaintiff does not know, and with due diligence is unable to ascertain, the true and correct names of the individuals, if any, occupying the subject property, and therefore sues said individuals, if any, by the names of John Doe Occupants of Premises, whose true and correct names are unknown to Plaintiff. That said individuals are made party Defendants herein to foreclose any right title or interest which they may have or claim to have in and to the subject property and premises herein sued upon by reason of their occupancy. 5. The real property which is the subject of this action is located in Muskogee County, Oklahoma, and venue and jurisdiction are therefore proper in the District Court of Muskogee County, Oklahoma. FIRST CAUSE OF ACTION 6. On March 8, 2024, William E. Mayberry and Venesa L. Bess executed and delivered to the Plaintiff and Payee a Promissory Note in the original face amount of $66,536.73, with principal and interest and other charges payable as provided therein. 7. Plaintiff has complied with all of the terms, conditions precedent, and provisions of said Note, and is duly empowered to bring this suit as the holder and owner of said Note. 8. That said Note and Mortgage provide that if default be made in the payment of any of the monthly installments, or on failure or neglect to keep or perform any of the other conditions and covenants of the mortgage, that the entire principal sum and accrued interest, together with all other sums secured by said mortgage, shall at once become due and payable, at the option of the holder thereof, and the holder shall be entitled to foreclose said mortgage and recover the unpaid principal thereon and all expenditures of the mortgagee made thereunder, with interest thereon, and to have said premises sold and the proceeds applied to the payment of the indebtedness secured thereby, together with all legal and necessary expense and all costs. 9. William E. Mayberry and Venesa L. Bess have defaulted under the terms of the Note by failing to make the required monthly installment payments due under the Note from and after August 1, 2025. 10. That preliminary to the bringing of this action, and as a necessary expense thereof, this Plaintiff caused title work to be extended and certified to date at a cost which charge is a further lien secured by the Mortgage of the Plaintiff herein sued upon. 11. That said Note and Mortgage provide that in case of a foreclosure of said mortgage and as often as any proceedings shall be taken to foreclose the same, the makers will pay an attorney's fee as therein provided, and that the same shall be a further charge and lien on said premises. 12. As a result of such default, Plaintiff is entitled to recover all amounts due and owing under the Note, which are: Principal and Interest - $65,507.63 principal as of July 1, 2025, plus interest accruing thereafter at the default rate of interest provided in the Note of 10.90% per annum until paid. Late Charges - unpaid late charges through January 19, 2026, in the amount of $80.67, plus continuing late charges to be accrued as provided in the Note. Fees - Abstracting expenses, title search expenses, taxes, assessments, hazard insurance premiums, expenses reasonably necessary for the preservation of the property or of the priority of Plaintiff's first mortgage lien, poundage, and a reasonable attorney's fee to be set by the court for the foreclosure of the note and mortgage, and for execution and sale on any judgment hereafter entered in this cause. WHEREFORE, Plaintiff prays that it have judgment in its favor and recovery as follows: a. Judgment against defendants, William E. Mayberry and Venesa L. Bess for the principal and interest accrued thereon through July 1, 2025, in the amount of $65,507.63 principal, unpaid late charges accrued in the amount of $80.67, plus continuing interest after July 1, 2025 at the default rate provided in the Note of 10.90% per annum, plus continuing late charges after July 1, 2025 as provided in the Note, plus abstracting expenses, title search expenses, taxes, assessments, hazard insurance premiums, expenses reasonably necessary for the preservation of the property or of the priority of Plaintiff's first mortgage lien, and poundage; b. Judgment against defendants, William E. Mayberry and Venesa L. Bess for a reasonable attorney's fee to be set by the court for the foreclosure of the note and mortgage, and for execution and sale on any judgment hereafter entered in this cause; and c. Judgment for such other and further relief as the court may deem just and equitable under the circumstances. SECOND CAUSE OF ACTION 13. Plaintiff realleges each and every allegation contained in its First Cause of Action fully as though set forth herein. 14. To secure payment of the Note and as part of the same transaction, defendants William E. Mayberry and Venesa L. Bess executed and delivered to Plaintiff a mortgage, a true and correct copy of which is attached hereto as Exhibit "B" (the "Mortgage"), and incorporated herein as if set out in full. 15. The Deed Of Trust is dated March 8, 2024, and recorded with the Muskogee County Clerk on June 14, 2024, as Document #2024005854, Book 4908, Pages 476 to 483 (the “Mortgage”) with the required mortgage tax paid as evidenced by the endorsement thereon. 16. The Mortgage covers the following described real property, together with all improvements thereon (the “Subject Property”): The South half of Lot 1 in Block 4 in ROBINSON'S AMENDED ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, State of Oklahoma; or more commonly known as 903 Osage Street, Muskogee, OK 74403. 17. Defendants William E. Mayberry and Venesa L. Bess have defaulted under the Mortgage by defaulting under the Note in that installments due under the Note from and after August 1, 2025, have not been paid. 18. Defendants Occupants of the Premises, may claim some right, title, lien, estate, encumbrance, claim or assessment interest in and to the property covered by the Mortgage. Plaintiff alleges that such interests, if any, are junior, inferior and subject to the lien of the Mortgage. 19. NOTICE: This is an attempt to collect a debt; any information obtained will be used for that purpose. WHEREFORE, Plaintiff prays that it have judgment in its favor and recovery as follows: a. Judgment determining the Mortgage to be a valid first, prior, and superior lien on the Subject Property; b. Judgment ordering the lien of the Mortgage foreclosed for the sums sued for herein against Defendants William E. Mayberry and Venesa L. Bess and ordering the Subject Property sold, with or without appraisement as Plaintiff may elect at the time judgment is rendered, subject to unpaid taxes, if any, to satisfy the judgment herein, with the proceeds of said sale applied first to the costs herein, then to the payment and satisfaction of plaintiff's claim and judgment, with the surplus, if any, paid into court to abide further order; c. Judgment determining the right, title, and interest of an and each of the captioned defendants, and any person or entity claiming by or through said defendants, or any of them, in and to the Subject Property to be subject, junior, and inferior to the mortgage lien of Plaintiff, and adjudging that upon confirmation of the sale of the Subject Property, all of the said defendants, and all persons or entities claiming by, through or under them, or any of them, be forever barred, foreclosed and enjoined from asserting or claiming any right, title, interest, estate or equity of redemption in or to said Subject Property, or any part thereof; d. Such other and further relief as the Court may deem just and equitable under the circumstances. Respectfully submitted, Brian R. Huddleston, OBA 13295 Huddleston Law Offices, PLLC 4527 East 91st Street Tulsa, OK 74137 918-237-3857 [email protected] Promissory Note Date: March 8, 2024 Borrower: William E. Mayberry, a single person; and Venesa L. Bess, a single person Borrower's Mailing Address: William E. Mayberry 903 Osage Street Muskogee, OK 74403 Venesa L. Bess 903 Osage Street Muskogee, OK 74403 Lender: BRL Properties, LLC Place for Payment: 301 S. Sherman Street, Suite 117 Richardson, Texas 75081 Dallas County, or any other place that Lender may designate in writing. Principal Amount: $66,536.73 Annual Interest Rate: Ten and Nine Hundred Thousandths Percent (10.900%) Maturity Date: March 1, 2054 Annual Interest Rate on Matured, Unpaid Amounts: Ten and Nine Hundred Thousandths Percent (10.900%) Terms of Payment (principal and interest): The term of the loan is thirty (30) years. The Principal Amount and interest are due and payable in monthly installments of SIX HUNDRED TWENTY-EIGHT AND 62/100 DOLLARS ($247.82), on the first day of each month beginning on APRIL 1, 2024, and with the last payment payable on or before MARCH 1, 2054. Payments will be applied first to accrued interest and the remainder to reduction of the Principal Amount. Borrower to pay an additional $100.00 a month for 10 months beginning APRIL 1, 2024, and continuing through JANUARY 1, 2025, to be applied to the deferred down payment on the Note. Security for Payment: This note is secured by a vendor's lien and superior title retained in a deed from BRL Properties, LLC to Borrower dated March 8, 2024, and by a deed of trust of even date from William E. Mayberry, a single person; and Venesa L. Bess, a single person, to Shanna Kolp, Trustee, both of which cover the following real property: The South half of Lot 1 in Block 4 in ROBINSON'S AMENDED ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, State of Oklahoma; or more commonly known as 903 Osage Street, Muskogee, OK 74403. Other Security for Payment: None Borrower promises to pay to the order of Lender the Principal Amount plus interest at the Annual Interest Rate. This note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this note or in the performance of any obligation in any instrument securing or collateral to this note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the note immediately due. Notwithstanding any other provision of this note, in the event of a default, before exercising any of Lender's remedies under this note or any deed of trust or warranty deed with vendor's lien securing it, Lender will first give Borrower written notice of default and Borrower will have ten days after notice is given in which to cure the default. If the default is not cured ten days after notice, Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Borrower also promises to pay reasonable attorney's fees and court and other costs if this note is placed in the hands of an attorney to collect or enforce the note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the note and will be secured by any security for payment. Prepayment: Borrower may prepay this note in any amount at any time before the Maturity Date without penalty or premium. Application of Prepayment: Prepayments will be applied to installments on the last maturing principal, and interest on that prepaid principal will immediately cease to accrue. Interest on the debt evidenced by this note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this note. When the context requires, singular nouns and pronouns include the plural. Late Charges for Overdue Payments If the Lender has not received the full amount of any monthly payment by the end of 10 calendar days after the date it is due, Borrower will pay a late charge to the Lender. The amount of the charge will be 5.0%, or the maximum allowable Late Fee in this state, of Borrower’s overdue payment of principal and interest. Borrower will pay this late charge promptly but only once on each late payment. Default The following events constitute a default under this Note: (i) If the Borrower does not pay the full amount of each monthly payment by or on the date it is due; (ii) If at the Maturity Date of this Note, Borrower has not paid Lender all principal and interest due and owing on that date; (iii) Default defined in, or the failure in performance of, any of the covenants or provisions of any security instrument or other agreement securing this Note or evidencing or relating to the indebtedness created hereby, and such default is not cured within the time specified for cure in any given agreement; (iv) The bankruptcy or insolvency of any party liable for the payment of this Note, whether as borrower, maker, endorser, guarantor, surety or otherwise; (v) Default in the repayment of any other indebtedness secured by the real property and/or personal property securing this Note; (vi) Any default under any other indebtedness owed by Borrower to Lender, regardless of whether such other indebtedness is direct or indirect, and regardless of whether such other indebtedness is evidenced by a promissory note, guaranty or arises by overdraft or on account, or default in the performance of any guaranty, security instrument or other indebtedness of Borrower to Lender. (vii) Failure to maintain necessary utility services, i.e. electricity, water, gas, etc. A default exists under this note if (1) (a) Borrower or (b) any other person liable on any part of this note or who grants a lien or security interest on property as security for any part of this note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or any Other Obligated Party; (2) any warranty, covenant, or representation in this note or in any other written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "Collateral Security") for any part of this note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower, a partnership of which Borrower is a general partner, or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower, a partnership of which Borrower is a general partner, or an Other Obligated Party and (b) the proceeding continues without dismissal for sixty days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: Borrower, a partnership of which Borrower is a general partner, or an Other Obligated Party; and (8) any Collateral Security is impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with collateral security of like kind and quality or restored to its former condition. DEEMED INSECURE CLAUSE (ADDITIONAL EVENT OF DEFAULT) In addition to any other event of default as set forth in the Note or the Deed of Trust, Security Deed or Mortgage which secures the Note, Lender may declare this Note in default to the extent that Lender believes that the prospect for payment or the prospect for performance with respect to this Note or any other agreement which Maker may have with Lender is impaired. For purposes of this provision, Lender shall mean Lender, its affiliates, successors and/or assigns, including, but not limited to BRL Properties, LLC, Cavalier Ventures, Inc., NORTHERN INTERCORP, INC., HL Ventures, LLC, APFDSEMM, Inc. and Ready Mortgage Corp. RELEASE OF CLAIMS In further consideration of the loan evidenced by the Note, Borrower hereby releases Lender from all claims or causes of action, whether known or unknown, arising out of or concerning in any way, this indebtedness, or any other financing or depository relationship, whether direct or indirect, past or present, which Borrower has or has had with Lender. We may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account may be reflected in your credit report. TEXT MESSAGE USAGE Borrower agrees to hereby grant Lender consent to communicate by text message. It is understood that there may be fees associated with texting from the Borrower’s service provider depending on the data/text messaging plan they have chosen, and text messaging allowance. Standard rates do apply. Borrower’s service provider might have fees for sending and receiving SMS/text messages or using the mobile browser. If Borrower has an unlimited texting plan, they will not be charged. If Borrower’s plan only allows a certain number of texts per month, they will be charged for texts that go over that number, whether or not they came from the Lender or not. If Borrower has a pay-per-message plan, they will be charged by their provided for the messages sent to and from the Lender. William E. Mayberry Venesa L. Bess I-2024-005854 Book 4808 Pg 476 08/14/2024 11:11am Pg 0476-0483 Fee: $32.00 Doc: $0.00 POLLY IRVING - Muskogee County Clerk State of OK TREASURER'S ENDORSEMENT I hereby certify that I received $112 therefore and issued receipt No. 12618 therefore in payment of mortgage tax on the within Mortgage, Dated this 3 day of March 2024 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Deed of Trust Terms Date: March 8, 2024 Grantor (whether one or more): William E. Mayberry, a single person; and Venesa L. Bess, a single person Grantor's Mailing Address: William E. Mayberry 903 Osage Street Muskogee, OK 74403 Venesa L. Bess 903 Osage Street Muskogee, OK 74403 Trustee: Shanna Kolp Trustee's Mailing Address: 301 S. Sherman Street, Suite 117 Richardson, Texas 75081 Dallas County Lender: BRL Properties, LLC Lender's Mailing Address: 301 S. Sherman Street, Suite 117 Richardson, Texas 75081 Dallas County Obligation Note Date: March 8, 2024 Original principal amount: $66,536.73 Borrower: William E. Mayberry, a single person; and Venesa L. Bess, a single person Lender: BRL Properties, LLC Maturity date: March 1, 2054 Terms of Payment: 360 months Other Debt: NONE Property (including any improvements): The South half of Lot 1 in Block 4 in ROBINSON'S AMENDED ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, State of Oklahoma; or more commonly known as 903 Osage Street, Muskogee, OK 74403. Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this deed of trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. Prior Lien: None. Other Exceptions to Conveyance and Warranty: None. For value received and to secure payment of the Obligation, Grantors convey the Property to Trustee in trust. Grantors warrant and agree to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On payment of the Obligation and all other amounts secured by this deed of trust, this deed of trust will have no further effect, and Lender will release it at Grantors' expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- 1. keep the Property in good repair and condition; Grantor agrees to allow Lender to periodically inspect the Property to confirm that the Grantor is maintaining good repair and condition; an inspection that confirms poor repair or condition of the Property will result in a default of the Obligation; 2. pay all taxes and assessments on the Property before delinquency and notify Lender of any and all tax notices received via certified and regular mail no later than January 31 of the year the tax payment is due; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this deed of trust; 4. maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least ten days before the expiration of the Required Insurance Coverages. Grantor hereby makes, constitutes and appoints the Beneficiary as its true and lawful Attorney-in-Fact for the limited purpose of initiating and settling insurance claims on the Mortgaged Property and executing and endorsing insurance claim documents, insurance claim checks, and insurance refund checks on behalf of the Grantor. Grantor understands that in the event their insurance policy is cancelled for any reason and the insurance company issues a prorated refund on said policy, the Grantor will request that the prorated funds be issued to the Beneficiary and deposited into the Grantor's escrow account. Grantor understands and agrees that this LIMITED POWER OF ATTORNEY shall become effective immediately and shall be used at any time necessary by Grantor in order to execute and endorse insurance documents and checks. If necessary, Grantor will provide written notification of same to the Insurer. This Power of Attorney shall survive a foreclosure of the Mortgaged Property in the event that Beneficiary is the successful bidder at the foreclosure sale and the claim was filed prior to the sale, and, upon such event the funds will be owned by the Beneficiary and applied toward the repairs and/or the debt as determined in the sole discretion of the Beneficiary; but they will not deposited into any escrow account. The Grantor understands and agrees that the purpose of this Limited Power of Attorney is to preserve and protect the Beneficiary's security interests in the Mortgaged Property; 5. obey all laws, ordinances, and restrictive covenants applicable to the Property; 6. keep any buildings occupied as required by the Required Insurance Coverages; 7. if the lien of this deed of trust is not a first lien, pay or cause to be paid all prior lien notes and abide by or cause to be abided by all prior lien instruments; and 8. notify Lender of any change of address. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Obligation are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Lender may apply any proceeds received under the property insurance policies covering the Property either to reduce the Obligation or to repair or replace damaged or destroyed improvements covered by the policy. If the Property is Grantor's primary residence and Lender reasonably determines that repairs to the improvements are economically feasible, Lender will make the property insurance proceeds available to Grantors for repairs. 4. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligation or this deed of trust may, at Lender's discretion, be applied first to amounts payable under this deed of trust and then to amounts due and payable to Lender with respect to the Obligation, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 5. If Grantor fails to provide adequate proof of insurance the Lender will force place insurance coverage on the Lender's insurance blanket. If insurance coverage is forced placed, and there are proceeds paid out due to an event of loss, the Lender may keep any proceeds above the payoff amount. 6. If Grantor fails to perform any of Grantor's obligations, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this deed of trust. 7. If there is a default on the Obligation or if Grantor fails to perform any of Grantor's obligations and the default continues after any required notice of the default and the time allowed to cure, Lender may- a. declare the unpaid principal balance and earned interest on the Obligation immediately due; b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Oklahoma Property Code as then in effect; and c. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligation. 8. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. 9. Lender shall have the right to assign or pledge any portion of the Obligations, the Note or this Deed of Trust Loan and to disseminate to such assignee or any prospective assignee any information it has pertaining to the Loan, including without limitation, credit information on Grantor. In the event of such an assignment or pledge, Grantor will hereby agrees to such modifications to this Deed of Trust as will facilitate such assignment or pledge, provided that such modifications will not materially add to the obligations of Grantor. It is understood that any assignment or pledge by Lender will not result in additional cash expense to Grantor. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Oklahoma Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantors, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this order- a. expenses of foreclosure, including a reasonable commission to Trustee; b. to Lender, the full amount of principal, interest, attorney's fees, and other charges due and unpaid; c. any amounts required by law to be paid before payment to Grantors; and d. to Grantors, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this deed of trust, which includes all court and other costs, including attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this deed of trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true. 3. Proceeding under this deed of trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligation is extended or part of the Property is released. 5. If any portion of the Obligation cannot be lawfully secured by this deed of trust, payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligation. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or threatened proceedings for condemnation of all or part of the Property. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor warrants the validity and enforceability of the assignment. Grantors may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this deed of trust. Grantor will apply all rent and other income and receipts to payment of the Obligation and performance of this deed of trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligation and deed of trust, Grantor may retain the excess. If Grantor defaults in payment of the Obligation or performance of this deed of trust, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Lender's rights and remedies and then to Grantor's obligations with respect to the Obligation and this deed of trust in the order determined by Lender. Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. If Grantor becomes a voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under Oklahoma law. 8. Interest on the debt secured by this deed of trust will not exceed the maximum amount of nonsusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this deed of trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this deed of trust. 12. Grantor agrees to make an initial deposit in a reasonable amount to be determined by Lender and then make monthly payments to a fund for taxes and insurance premiums on the Property. Monthly payments will be made on the payment dates specified in the Note, and each payment will be one-twelfth of the amount that Lender estimates will be required annually for payment of taxes and insurance premiums. The fund will accrue no interest, and Lender will hold it without bond in escrow and use it to pay the taxes and insurance premiums. Grantor is required to send any notices of payments due from the taxing authority or insurance company to the Lender via certified mail. The Grantor is responsible for verifying with the taxing authority that the current year taxes were paid, and notifying the Lender if they weren't paid by January 31st. If Grantor has complied with the requirements of this paragraph, Lender must pay taxes before delinquency. Grantor agrees to make additional deposits on demand if the fund is ever insufficient for its purpose. If an excess accumulates in the fund, Lender will first use the funds to pay any delinquent monthly payments, miscellaneous fees or late fees. If the Lender determines that an excess balance exists, the Lender may either credit it to future monthly deposits until the excess is exhausted or refund it to Grantor. When Grantor makes the final payment on the Note, Lender will credit to that payment the whole amount then in the fund or, at Lender's option, refund it after the Note is paid. If this deed of trust is foreclosed, any balance in the fund over that needed to pay taxes, including taxes accruing but not yet payable, and to pay insurance premiums will be paid under part C, "Trustee's Rights and Duties." If the Property is transferred, any balance then in the fund will still be subject to the provisions of this paragraph and will inure to the benefit of the transferee. Deposits to the fund described in this paragraph are in addition to the monthly payments provided for in the Note. 13. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property, including all paid but unearned premiums. 14. Grantor agrees to allow Lender or Lender's agents to enter the Property at reasonable times and inspect it and any personal property in which Lender is granted a security interest by this deed of trust. 15. GRANTOR MAY FURNISH ANY INSURANCE REQUIRED BY THIS DEED OF TRUST EITHER THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY GRANTOR OR THROUGH EQUIVALENT COVERAGE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN OKLAHOMA. LENDER REQUIRES THAT THE PROPERTY COVERAGE MAINTAINED BE REPLACEMENT COST COVERAGE. 16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of the Note, this deed of trust, or any other instruments evidencing or securing the Obligation. Grantor[s] may not cause or permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obligation, an approval fee, or any other modification of the Note, this deed of trust, or any other instruments evidencing or securing the Obligation. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this deed of trust without the prior written consent of Lender. If granted, consent may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that- (a)the Subordinate Instrument is unconditionally subordinate to this deed of trust; (b)if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; (c)rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligation then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; (d)written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and (e)in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligation and this deed of trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, (3) the sale, pledge, encumbrance, or assignment of a controlling portion of its limited partnership interests, or (4) the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender[s] may require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of the Note, this deed of trust, or any other instruments evidencing or securing the Obligation. 17. If Grantor transfers any part of the Property without Lender's prior written consent, Lender may declare the Obligation immediately payable and invoke any remedies provided in this deed of trust for default. If the Property is residential real property containing fewer than five dwelling units or a residential manufactured home, this provision does not apply to (a) a subordinate lien or encumbrance that does not transfer rights of occupancy of the Property; (b) creation of a purchase-money security interest for household appliances; (c) transfer by devise, descent, or operation of law on the death of a co-Grantor; (d) grant of a leasehold interest of three years or less without an option to purchase; (e) transfer to a spouse or children of Grantor or between co-Grantors; (f) transfer to a relative of Grantor on Grantor's death; (g) a transfer resulting from a decree of a dissolution of marriage, a legal separation agreement, or an incidental property settlement agreement by which the spouse of Grantor becomes an owner of the Property; or (h) transfer to an inter vivos trust in which Grantor is and remains a beneficiary and occupant of the Property. 18. This deed of trust binds, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Grantor and each surety, endorser, and guarantor of the Obligation waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this deed of trust if this deed of trust is placed in the hands of an attorney for enforcement. 22. If any provision of this deed of trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. The term Lender includes any mortgage servicer for Lender. 24. Grantor represents that this deed of trust and the Note are given for the following purposes: The debt evidenced by the Note is in part payment of the purchase price of the Property; the debt is secured both by this deed of trust and by a vendor's lien on the Property, which is expressly retained in a deed to Grantors of even date. This deed of trust does not waive the vendor’s lien, and the two liens and the rights created by this deed of trust are cumulative. Lender may elect to foreclose either of the liens without waiving the other or may foreclose both. 25. Grantor agrees to hereby grant Lender consent to communicate by text message. It is understood that there may be fees associated with texting from the Grantor’s service provider depending on the data/text messaging plan they have chosen, and text messaging allowance. Standard rates do apply. Grantor’s service provider might have fees for sending and receiving SMS/text messages or using the mobile browser. If Grantor has an unlimited texting plan, they will not be charged. If Grantor’s plan only allows a certain number of texts per month, they will be charged for texts that go over that number, whether or not they came from the Lender or not. If Grantor has a pay-per-message plan, they will be charged by their provider for the messages sent to and from the Lender. 26. Grantor and Lender both agree that the terms of this Obligation can be modified if there is a mutual agreement from both parties. Any and all agreements MUST BE IN WRITING AND SIGNED BY ALL PARTIES in order to be valid. William E. Mayberry STATE OF Oklahoma COUNTY OF Muskogee This instrument was acknowledged before me on 3-8, 2024, by William E. Mayberry. Venesa L. Bess STATE OF Oklahoma COUNTY OF Muskogee This instrument was acknowledged before me on March 8, 2024, by Venesa L. Bess. PREPARED IN THE OFFICE OF: BRL Properties, LLC 301 S. Sherman Street, Suite 117 Richardson, Texas 75081 AFTER RECORDING RETURN TO: BRL Properties, LLC 301 S. Sherman Street, Suite 117 Richardson, Texas 75081