                                                                                                                                          ACCEPTED
FILED                                                                                                                                04-15-00126-CV
3/6/2015 2:12:03 PM                                                                                                       FOURTH COURT OF APPEALS
Donna Kay McKinney                                                                                                             SAN ANTONIO, TEXAS
Bexar County District Clerk                                                                                                      3/6/2015 5:17:26 PM
Accepted By: Cecilia Barbosa                                                                                                           KEITH HOTTLE
                                                                                                                                              CLERK

                                                       CAUSE NO. 2014-CI-17188

              KINGMAN HOLDINGS, L.L.C., as                             §                         IN THE DISTRICT COURT
                                                                                                               FILED IN
              Trustee of the MANDERLY PLACE 8118                       §                                4th COURT OF APPEALS
              LAND TRUST,                                              §                                 SAN ANTONIO, TEXAS
                                 Plaintiff,                            §                                03/6/2015 5:17:26 PM
                                                                       §                                  KEITH E. HOTTLE
              v.                                                       §                                        Clerk
                                                                       §
              WELLS FARGO BANK, N.A., as Trustee                       §                        73RD JUDICIAL DISTRICT
              for SECURITIZED ASSET BACKED                             §
              RECEIVABLES L.L.C. 2005-FR4                              §
              MORTGAGE PASS-THROUGH                                    §
              CERTIFICATES SERIES 2005-FR4 and                         §
              FREMONT REORGANIZING                                     §
              CORPORATION f/k/a FREMONT                                §
              INVESTMENT & LOAN,                                       §                         BEXAR COUNTY, TEXAS
                               Defendants.                             §

                               DEFENDANT WELLS FARGO BANK, N.A.’S NOTICE OF APPEAL

                         Notice is hereby given that Defendant Wells Fargo Bank, N.A., as Trustee for Securitized

              Asset Backed Receivables L.L.C. 2005-FR4 Mortgage Pass-Through Certificates Series 2005-

              FR4 (“Defendant”) appeals from the trial court’s Final Default Judgment, signed on January 21,

              2015, in the above-styled and numbered case. This notice and appeal encompass the rulings,

              declarations, and awards adverse to Defendant in the Final Default Judgment, as well as all pre-

              trial and post-trial orders and rulings adverse to Defendant that were incorporated into, merged

              into, issued concurrently with, and/or relied upon in making the Final Default Judgment, and also

              any post-judgment orders or rulings adverse to Defendant. See Exhibit A (Motion for New

              Trial).1



                         1
                          Attached hereto and incorporated herein by reference as Exhibit A is a true and correct copy of
              Defendant’s Motion for New Trial filed on February 20, 2015 (the “Motion”). Although the Motion’s caption
              correctly identified the parties and court and the substance and exhibits to the Motion unequivocally indicate that the
              Motion was filed to challenge the Final Default Judgment signed on January 21, 2015, in the above-entitled cause,
              Cause No. 2014-CI-17188, the Motion was inadvertently filed under Cause No. 2014-CI-18120. Although
              Defendant believes the Motion should be deemed timely and properly filed for all purposes in this matter, out of an
              abundance of caution, Defendant has attached a true and correct copy of the Motion to this Notice.

              DEFENDANT WELLS FARGO BANK, N.A.’S NOTICE OF APPEAL                                                       PAGE 1 OF 3
               AUS:0103793/00286:572986v1
       This appeal is taken to the Court of Appeals for the Fourth District of Texas at San

Antonio.

                                          Respectfully submitted,

                                          LOCKE LORD LLP


                                          By:
                                                B. David L. Foster
                                                State Bar No. 24031555
                                                John W. Ellis
                                                State Bar No. 24078473
                                                600 Congress Ave., Suite 2200
                                                Austin, Texas 78701
                                                (512) 305-4700
                                                (512) 305-4800 (Facsimile)
                                                dfoster@lockelord.com
                                                jellis@lockelord.com

                                                Thomas G. Yoxall
                                                State Bar No. 00785304
                                                Kirsten M. Castañeda
                                                State Bar No. 00792401
                                                2200 Ross Avenue, Suite 2200
                                                Dallas, Texas 75201
                                                (214) 740-8000
                                                (214) 740-8800 (Facsimile)
                                                tyoxall@lockelord.com
                                                kcastaneda@lockelord.com

                                          ATTORNEYS FOR DEFENDANT WELLS
                                          FARGO BANK, N.A., AS TRUSTEE FOR
                                          SECURITIZED ASSET BACKED
                                          RECEIVABLES L.L.C. 2005-FR4 MORTGAGE
                                          PASS-THROUGH CERTIFICATES SERIES
                                          2005-FR4




DEFENDANT WELLS FARGO BANK, N.A.’S NOTICE OF APPEAL                              PAGE 2 OF 3
AUS:0103793/00286:572986v1
                                CERTIFICATE OF SERVICE

        I hereby certify that a true and correct copy of the foregoing was served on this 6th day of
March 2015, via electronic service to all counsel of record registered with the Court’s electronic
filing manager and as indicated below to the following:

VIA EMAIL(justin@thenicholslawfirm.com)
Justin P. Nichols
Justin D. Niedens
The Nichols Law Firm, P.L.L.C.
106 S. Saint Mary’s St., Suite 255
San Antonio, Texas 78205
Attorneys for Plaintiff


                                              John W. Ellis




DEFENDANT WELLS FARGO BANK, N.A.’S NOTICE OF APPEAL                                      PAGE 3 OF 3
AUS:0103793/00286:572986v1
Exhibit A
FILED
2/20/2015 3:59:06 PM
Donna Kay McKinney
Bexar County District Clerk
                       Accepted By: Lisa Sanchez

                                                   CAUSE NO. 2014-CI-18120

               KINGMAN HOLDINGS, L.L.C., as                     §                    IN THE DISTRICT COURT
               Trustee of the MANDERLY PLACE 8118               §
               LAND TRUST,                                      §
                                  Plaintiff,                    §
                                                                §
               v.                                               §
                                                                §
               WELLS FARGO BANK, N.A., as Trustee               §                    73RD JUDICIAL DISTRICT
               for SECURITIZED ASSET BACKED                     §
               RECEIVABLES L.L.C. 2005-FR4                      §
               MORTGAGE PASS-THROUGH                            §
               CERTIFICATES 2005-FR4 and                        §
               FREMONT REORGANIZING                             §
               CORPORATION f/k/a FREMONT                        §
               INVESTMENT & LOAN,                               §                     BEXAR COUNTY, TEXAS
                                Defendants.                     §


                              DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL

                        Pursuant to Texas Rule of Civil Procedure 320, Defendant Wells Fargo Bank, N.A., as

               Trustee for Securitized Asset Backed Receivables L.L.C. 2005-FR4 Mortgage Pass-Through

               Certificates 2005-FR4 (“Wells Fargo”) files this Motion for New Trial (“Motion”). In support

               thereof, Wells Fargo respectfully shows the Court as follows:

                                                     I.    INTRODUCTION

                        On January 21, 2015, Plaintiff Kingman Holdings, L.L.C., as Trustee of the Manderly

               Place 8118 Land Trust (“Plaintiff”) obtained a no-answer default judgment (the “Default

               Judgment”) against Wells Fargo and the other named defendant, Fremont Reorganizing

               Corporation f/k/a Fremont Investment & Loan (“Fremont”). Wells Fargo did not answer the

               Petition in this matter for a very simple reason: it was never served with a citation or the Petition

               in compliance with the applicable rules, and, thus, no answer was due. Plaintiff’s failure to

               comply with basic service of process requirements renders the Default Judgment void. The



               DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                 PAGE 1 OF 20
                AUS:0103793/00000:571102v3
Court should vacate the Default Judgment and grant a new trial because Wells Fargo was not

properly served with Plaintiff’s Original Petition (the “Petition”). Specifically, the Court should

vacate the default judgment and grant a new trial because the citation and Petition were not

issued to or served on Wells Fargo’s registered agent. Accordingly, service was not effected in

strict compliance with the Texas service rules, and therefore, the Court should vacate the Default

Judgment and grant a new trial. The Court should also grant a new trial because the factual

allegations in Plaintiff’s Petition fail state a claim for the requested relief. Wells Fargo is ready,

willing and able to defend this case on the merits.

                                        II.     BACKGROUND FACTS

A.       Wells Fargo Is a Nonresident Financial Institution.

          Wells Fargo is a foreign financial institution. As a national banking association, Wells

Fargo’s citizenship is determined solely by the location of its main office, as designated in its

articles of association. See 28 U.S.C. § 1348; Wachovia Bank v. Schmidt, 546 U.S. 303, 318

(2006). Wells Fargo’s main office is located in the State of South Dakota. See Ex. A-1.1 Thus,

Wells Fargo is a citizen of the South Dakota.

B.       As a Nonresident Financial Institution and Pursuant to Texas Civil Practice &
         Remedies Code Section 17.028, Wells Fargo Has Designated a Registered Agent to
         Accept Service of Process on its Behalf.

          For all relevant periods, Wells Fargo has continuously designated and maintained a

registered agent with the Texas Secretary of State (“Secretary of State”).2 See Ex. A-2, A-3,


     1
       Pursuant to Texas Rule of Evidence 201, Wells Fargo requests that the Court take judicial notice of the public
government records that are attached to this Motion through the Declaration of John W. Ellis and incorporated
herein as Exhibits A-1, A-2, A-3, A-4, A-5. Specifically, the Court may access the public information attached as
Exhibits A-1 and A-5 through the Federal Deposit Insurance Corporation’s online BankFind website
http://research.fdic.gov/bankfind/index.html (search by FDIC # “3511” and select the result for Institution Name
“Wells Fargo Bank, National Association.” The “Overview” tab of the BankFind website shows Wells Fargo’s
headquarters, and the “Locations” tab shows information for branch locations.)
     2
       Wells Fargo also requests that the Court take judicial notice of the fact that it has a registered agent and had a
registered agent at the time Plaintiff filed suit. See TEX. R. EVID. 201. Attached as Exhibits A-2, A-3, and A-4 to

DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                                   PAGE 2 OF 20
AUS:0103793/00000:571102v3
A-4. Wells Fargo’s registered agent is Corporation Service Company, 211 E 7th Street, Suite

620, Austin, Texas 78701-3218. See Ex. A-2, Ex. A-3, Ex. A-4.

C.    Plaintiff Failed to Attempt to Serve Wells Fargo’s Registered Agent.

        On October 30, 2013, Plaintiff filed its Petition asserting a claim for quiet title and

request for declaratory judgment against Wells Fargo and Fremont. See Pet. at ¶¶ 9-22. Instead

of requesting service through Wells Fargo’s registered agent as required by section 17.028 of the

Texas Civil Practice and Remedies Code, Plaintiff’s Petition erroneously requested substitute

service to Wells Fargo through the Texas Secretary of State. See Pet. at ¶ 3. In the Petition,

Plaintiff never alleged that it attempted to serve Wells Fargo’s registered agent or that Wells

Fargo does not maintain a registered agent to receive service in Texas. See id. Nonetheless,

Plaintiff purported to serve the Petition on Wells Fargo through the Texas Secretary of State.

See id. at ¶ 3. Plaintiff also requested that the Secretary of State forward a copy of the citation

and Petition to Wells Fargo at the following address: Wells Fargo Bank, N.A., Trustee, 420

Montgomery Street, San Francisco, California 94104. Id. at ¶ 3.

        In November 2014, the secretary of state forwarded copies of the citation and Petition to

Wells Fargo at the address above, despite the fact that Wells Fargo maintains a registered agent

on file with the secretary of state at a different address. Ex. A-2, Ex. A-4. Return receipts for

Wells Fargo were received by the secretary of state and filed with the Court on January 2015.

(See P00007 Certificate of Service from Secretary of State, which is part of the Court’s file and

attached hereto and incorporated herein as Exhibit B.) Plaintiff’s process server also filed a

return affidavit. (See Return Affidavit, which is part of the Court’s file and attached hereto and

the Declaration of John W. Ellis, which is attached hereto and incorporated herein as Exhibit A, Wells Fargo
submits copies of printouts from the Texas Secretary of State’s public website that show Wells Fargo’s registered
agent and the continuous history of maintaining an agent. The Court may independently verify the authenticity of
the printouts and facts therein by visiting the Secretary of State’s website, called SOS Direct
https://direct.sos.state.tx.us/acct/acct-login.asp, and searching by either entity name “Wells Fargo Bank, National
Association” or entity/filing number “8832.”

DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                              PAGE 3 OF 20
AUS:0103793/00000:571102v3
incorporated herein as Exhibit F.)          On January 21, 2015, the Court entered the Default

Judgment. (See O00001 Default Judgment, which is part of the Court’s file and attached hereto

and incorporated herein as Exhibit C.)

                             III.    ARGUMENTS AND AUTHORITIES

       This Court should vacate the default judgment. Wells Fargo was not served in strict

compliance with Texas service of process rules. As such, Wells Fargo was not served at all.

Because Wells Fargo has not been served, the default judgment entered against it is void and this

Court should vacate it.        Additionally, the default judgment should be vacated because the

allegations in Plaintiff’s Petition do not support a claim upon which relief may be granted.

A.     This Court Should Vacate the Default Judgment and Grant Wells Fargo’s Motion
       for New Trial.

       A defendant can demonstrate entitlement to a new trial after a no-answer default in one of

two ways. MobileVision Imaging Servs., LLC v. LifeCare Hospitals of N. Tex., L.P., 260 S.W.3d

561, 564 (Tex. App.—Dallas 2008, no pet.). If defendant was served, it must prove the elements

set forth in Craddock v. Sunshine Bus Lines, Inc., 134 Tex. 388, 133 S.W.2d 124 (1939). Id.

However, if defendant was never served, it is generally granted a new trial without any further

showing. Id.; see also Fid. & Guar. Ins. Co. v. Drewery Constr. Co., Inc., 186 S.W.3d 571, 574

(Tex. 2006) (per curiam).           Moreover, “[r]eceiving suit papers or actual notice through a

procedure not authorized for service is treated the same as never receiving them.” Fid. & Guar.

Ins., 186 S.W.3d at 574 n.1; see also Wilson v. Dunn, 800 S.W.2d 833, 836 (Tex. 1990) (“Actual

notice to a defendant, without proper service, is not sufficient to convey upon the court

jurisdiction to render default judgment against him.”); Marrot Commc’ns, Inc. v. Town &

Country P'ship, 227 S.W.3d 372, 376–79 (Tex. App.—Houston [1st Dist.] 2007, pet. denied)

(reversing default judgment without reaching Craddock elements after concluding that service


DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                PAGE 4 OF 20
AUS:0103793/00000:571102v3
was defective); Medtek Lighting Corp. v. Jackson, No. 05–04–00335–CV, 2005 WL 2002159, at

*2 (Tex. App.—Dallas Aug. 22, 2005, pet. denied) (mem. op.) (“A default judgment entered

following substituted service [on the secretary of state] is improper against a defendant who has

not been served in strict compliance with the rules relating to service of citation, even if the

defendant had actual notice of the lawsuit.”).

       Additionally, “[t]he plaintiff has the burden of affirmatively showing strict compliance

with the [long-arm] statute.” Boreham v. Hartsell, 826 S.W.2d 193, 195 (Tex. App.—Dallas

1992, no writ). When plaintiff relies on service through the secretary of state, the record must

establish that (1) defendant was permitted to be served through the secretary of state, and

(2) defendant was served in the manner mandated by the statute allowing service through the

secretary of state. Allodial Ltd. P'ship v. Susan Barilich, P.C., 184 S.W.3d 405, 408 (Tex.

App.—Dallas 2006, no pet.). “Virtually any deviation from the statutory requisites for service of

process will destroy a default judgment.” Carmona v. Bunzl Distrib., 76 S.W.3d 566, 568-69

(Tex. App.—Corpus Christi 2002, no pet.).

       Here, Plaintiff purported to serve Wells Fargo, a financial institution, through the

secretary of state. Because Wells Fargo was not amenable to service through the secretary of

state, such purported service did not constitute service and Wells Fargo was never served. Thus,

the Court should vacate the default judgment and grant Wells Fargo’s timely Motion. See TEX.

R. CIV. P. 329b(a).

B.     Wells Fargo Was Not Served.

       1. Plaintiff Failed to Serve Wells Fargo Through its Registered Agent.

       Wells Fargo is a financial institution on which citation can be served by serving its

registered agent.     TEX. CIV. PRAC. & REM. CODE § 17.028(a) & (b)(1); TEX. FIN. CODE

§ 201.101. Out-of-state financial institutions—like Wells Fargo—are required to register with

DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                              PAGE 5 OF 20
AUS:0103793/00000:571102v3
the secretary of state in accordance with laws applicable to foreign corporations. TEX. FIN. CODE

§ 201.102; see also Ex. A-1 (noting headquarters in Sioux Falls, South Dakota); Wells Fargo

Bank, N.A. v. Anderson, 2011 WL 1135121 at * 3 (N.D. Tex. Mar. 28, 2011) (holding that Wells

Fargo is a citizen of South Dakota for diversity purposes since its main offices are located there,

as designated in the articles of association); Salomon v. Wells Fargo Bank, N.A., 2010 WL

2545593 at * 1 (W.D. Tex. June 21, 2010) (same). Those laws require foreign corporations, and

therefore out-of-state financial institutions, to designate an agent for service of process when

registering with the secretary of state. See TEX. BUS. ORG. CODE §§ 5.201, 5.206, 9.001(a)(1),

9.004(b)(9). If a nonresident defendant has designated an agent for service in Texas, a plaintiff

cannot use the general long-arm statute to serve the nonresident. See McKanna v. Edgar, 388

S.W.2d 927, 929-30 (Tex. 1965); Bank of New York v. Chesapeake 34771 Land Trust, ___

S.W.3d ___; No. 08-13-00252-CV, 2015 WL 228159, at *3 (Tex. App.—El Paso Jan. 16, 2015)

(“Service of process on the Bank was ineffective because it was not effectuated pursuant to

Section 17.028.    A party suing a financial institution in Texas must serve process on the

institution in accordance with Section 17.028; otherwise, service is ineffective.”).

       Throughout the duration of this lawsuit, Wells Fargo has continuously designated and

maintained the following registered agent with the Texas Secretary of State: Corporation Service

Company, 211 East 7th Street, Suite 620, Austin, Texas 78701-3218. See Ex. A-2, A-3, A-4.

Therefore, to effect proper and actual service of process, Plaintiff was required to serve Wells

Fargo’s registered agent, and only if Wells Fargo did not have a registered agent, Plaintiff could

have then served the “president or a branch manager at any office . . . .” of Wells Fargo. TEX.

CIV. PRAC. & REM. CODE § 17.028(a) & (b)(1)-(b)(2). Because Wells Fargo had a registered

agent and Plaintiff did not attempt to serve Wells Fargo’s registered agent, no valid service of



DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                PAGE 6 OF 20
AUS:0103793/00000:571102v3
process occurred under Texas law. Id. Moreover, even if Wells Fargo did not have a registered

agent and Plaintiff could serve the president or branch manager of Wells Fargo, that is not the

case here because Plaintiff never attempted service in that manner either.           See Ex. A-5

(indicating that Wells Fargo has more than 600 office locations in Texas).

       2. Plaintiff Was Not Permitted to Serve Wells Fargo Through the Texas Secretary
          of State, Which Constitutes Substituted Service.

       No Texas statute authorized Plaintiff to serve Wells Fargo through the Secretary of State.

Service through the Secretary of State is considered a form of substituted service: “The use of

reasonable diligence in attempting to serve a corporation’s agent is a prerequisite to attempting

service through the secretary of state.” AAA Navi Corp. v. Parrot-Ice Drink Products of Am.,

Ltd., 119 S.W.3d 401, 403-04 (Tex. App.—Tyler 2003, no pet.); see also McKanna, 388 S.W.2d

at 929 (holding that before secretary of state may be substituted for service, plaintiff must

demonstrate defendant has no designated agent upon whom service may be made);

MobileVision, 260 S.W.3d at 564 (reversing default judgment upon finding of invalid service of

process where service through secretary of state and petition did not allege basis for substituted

service); Marrot Commc’ns, Inc., 227 S.W.3d at 377 (service through secretary of state not valid

absent affirmative showing of reasonable diligence in attempting to serve registered agent);

Houston’s Wild West, Inc. v. Salinas, 690 S.W.2d 30, 32 (Tex. App.—Houston [14th Dist.] 1985,

writ ref’d n.r.e.) (reasonable diligence to serve registered agent is “prerequisite” to substituted

service through secretary of state).

       The two statutes regarding substituted service on the secretary of state are inapplicable

here. First, Texas Business Organizations Code Section 5.251 provides:

               The secretary of state is an agent of an entity for purposes of
               service of process, notice, or demand on the entity if:
                 (1) the entity is a filing entity or a foreign filing entity and:


DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                PAGE 7 OF 20
AUS:0103793/00000:571102v3
                       (A)   the entity fails to appoint or does not maintain a
                              registered agent in this state; or
                       (B) the registered agent of the entity cannot with
                              reasonable diligence be found at the registered office
                              of the entity; or
                 (2)   the entity is a foreign filing entity and:
                       (A) the entity’s registration to do business under this
                              code is revoked; or
                       (B) the entity transacts business in this state without
                              being registered as required by Chapter 9.

TEX. BUS. ORG. CODE § 5.251. Here, the entire section is inapplicable to Wells Fargo because it

has a registered agent, and Plaintiff did not make any attempt to serve the registered agent, and

because Wells Fargo is qualified and registered to do business in Texas. See Ex. A-2, Ex. A-3,

Ex. A-4.

       Second, Texas Civil Practice and Remedies Code Section 17.044 provides:

               (a)     The secretary of state is an agent for service of process or
                       complaint on a nonresident who:
                       (1)     is required by statute to designate or maintain a
                               resident agent or engages in business in this state,
                               but has not designated or maintained a resident
                               agent for service of process;
                       (2)     has one or more resident agents for service of
                               process, but two unsuccessful attempts have been
                               made on different business days to serve each agent;
                               or
                       (3)     is not required to designate an agent for service in
                               this state, but becomes a nonresident after a cause of
                               action arises in this state but before the cause is
                               matured by suit in a court of competent jurisdiction.
               (b)     The secretary of state is an agent for service of process on a
                       nonresident who engages in business in this state, but does
                       not maintain a regular place of business in this state or a
                       designated agent for service of process, in any proceeding
                       that arises out of the business done in this state and to
                       which the nonresident is a party.



DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                 PAGE 8 OF 20
AUS:0103793/00000:571102v3
TEX. CIV. PRAC. & REM. CODE § 17.044(a), (b). Again, this entire section is inapplicable to

Wells Fargo, which maintains a registered agent as required and which Plaintiff never attempted

to serve. See Ex. A-2, Ex. A-3, Ex. A-4.

       Further, Plaintiff’s Petition incorrectly alleges Wells Fargo is a “foreign trustee” and

“may be served through the secretary of state.” Pet. at ¶ 3. As the Eighth Court of Appeals

recently held in a case with similar procedural history, the exception to registration requirements

through the Texas Estates Code provision for designating the secretary of state as an agent for

service of process is inapplicable in this context. Bank of New York v. Chesapeake 34771 Land

Trust, ___ S.W.3d ___, No. 08-13-00252-CV, 2015 WL 228159, at *5 (Tex. App. Jan. 16,

2015); see also TEX. EST. CODE §§ 22.006, 505.002(a)(1), 505.004. As the Bank of New York

court recognized: “[T]he appointment of the Secretary of State as the agent to receive service of

process under Section [505.003 of the Texas Estates Code] is limited to matters related to an

estate in which the foreign bank or trust company is acting as an executor, administrator, trustee,

guardian of the estate, or in any other fiduciary capacity.” Bank of New York, 2015 WL 228159,

at *5. Here, Wells Fargo was not appointed as a fiduciary in the state of Texas. Moreover,

Plaintiff’s Petition fails to allege any underlying facts that would support a finding that Wells

Fargo, in this case, is sued in its capacity as a foreign corporate fiduciary. See id.

       Accordingly, putative service on Wells Fargo through the secretary of state is ineffective

under Texas law, and Wells Fargo thereby has not been served. See Uvalde Country Club v.

Martin Linen Supply Co., 690 S.W.2d 884, 885 (Tex. 1985) (failure to show “strict compliance”

with service of process rules “renders the attempted service of process invalid and of no effect”);

MobileVision Imaging Servs., L.L.C. v. LifeCare Hospitals of N. Texas, L.P., 260 S.W.3d 561,




DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                  PAGE 9 OF 20
AUS:0103793/00000:571102v3
565 (Tex. App.—Dallas 2008, no pet.) (“The law is clear that reasonable notice or actual notice

of a pending lawsuit cannot substitute for proper service of process.”).

       3. Even if Plaintiff Were Permitted to Serve Wells Fargo Through the Texas
          Secretary of State, the Address at which Plaintiff Served Wells Fargo Was
          Improper and Did Not Effect Service.

       Even if service through the secretary of state would have been permissible, Plaintiff

failed to serve Wells Fargo at its designated address for service. In attempting to serve Wells

Fargo through the secretary of state, Plaintiff requested that the secretary of state forward a copy

of the citation and Petition to Wells Fargo at the following address: 420 Montgomery Street, San

Francisco, California 94104. Pet. at ¶ 3. However, this address is not an address designated by

Wells Fargo for the receipt of service. Wells Fargo’s registered agent—and proper address for

service—is Corporation Service Company, 211 E 7th Street, Suite 620, Austin, Texas 78701-

3218. Ex. A-2, Ex. A-3, Ex. A-4. Plaintiff failed to serve Wells Fargo at its agent’s designated

address.

       4. The Return of Service Also Does Not Strictly Comply with the Requirement to
          Affirmatively Show that Wells Fargo Was Served.

       The Court should also grant Wells Fargo’s Motion because the record does not establish

that Plaintiff strictly complied with the service requirements.      A default judgment will be

affirmed only if (1) the correct defendant was served; and (2) the petition describes facts such

that the correct defendant knows it is the intended defendant. Fid. & Guar. Ins. Co. v. Drewery

Constr. Co., 188 S.W.3d 672, 677 (Tex. App—Tyler 2005) (emphasis added), rev’d on other

grounds, 186 S.W.3d 571 (Tex. 2006). If not met, the threshold requirement that the return

affirmatively show service on the person sued is case determinative. Indeed, without proper

service on the correct defendant, notice is entirely irrelevant. Notice of a lawsuit—even actual

notice—is not a substitute for proper service of process. Wilson v. Dunn, 800 S.W.2d 833, 836


DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                PAGE 10 OF 20
AUS:0103793/00000:571102v3
(Tex. 1990) (holding that defendant’s knowledge of suit and actual receipt of suit papers was not

sufficient to invoke personal jurisdiction to support a default judgment in absence of properly

issued and served citation).

       Strict, not substantial, compliance is the standard. Deustche Bank Nat’l Trust Co. v.

Kingman Holdings, LLC, No. 05-13-00943-CV, 2014 WL 3211887, at *3 (Tex. App.—Dallas

July 8, 2014, no pet.) (mem. op.); Rone Eng’g Serv., Ltd. v. Culberson, 317 S.W.3d 506, 508

(Tex. App.—Dallas 2010, no pet.). Virtually any deviation from the requirements for service of

process will defeat a default judgment See Primate Constr. Inc. v. Silver, 884 S.W.2d 151, 152

(Tex. 1994); TAC Ams., Inc. v. Boothe, 94 S.W.3d 315, 319 (Tex. App.—Austin 2002, no pet.);

Dolly v. Aethos Comm’cns Sys., Inc., 10 S.W.3d 384, 388 (Tex. App.—Dallas 2000, no pet.);

Nueces County Housing Assistance, Inc. v. M & M Resources Corp., 806 S.W.2d 948, 949 (Tex.

App.—Corpus Christi 1991, writ denied). Strict compliance is not established if the record does

not affirmatively establish that the person named in the return of service is the same person sued.

E.g., Myan Mgmt., 292 S.W.3d at 753; Lytle, 261 S.W.3d at 840.

       Here, Plaintiff’s default judgment cannot stand because the return of service does not

affirmatively show that the person served through and by the Secretary of State is the person

purported to be served: Wells Fargo Bank, N.A., as Trustee for Securitized Asset Backed

Receivables L.L.C. 2005-FR4 Mortgage Pass-Through Certificates 2005-FR4. Compare Ex. E

(citation requesting service to “Wells Fargo Bank, N.A., as Trustee for Securitized Asset Backed

Receivables L.L.C. 2005-FR4 Mortgage Pass-Through Certificates 2005-FR4”), with Ex. F

(return claiming service through the secretary of state was delivered to “Wells Fargo NA as Trust

For Securitized Asset Backed Receivables LLC”); Myan Mgmt. Grp., L.L.C. v. Adam Sparks

Family Revocable Trust, 292 S.W.3d 750, 753 (Tex. App.—Dallas 2009, no pet.); Lytle v.



DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                               PAGE 11 OF 20
AUS:0103793/00000:571102v3
Cunningham, 261 S.W.3d 837, 840 (Tex. App.—Dallas 2008, no pet.); see also Uvalde Country

Club v. Martin Linen Supply Co., 690 S.W.2d 884, 885 (Tex. 1985) (setting aside a no-answer

default judgment where the registered agent for service was “Henry Bunting, Jr.” but the return

identifies person served as “Henry Bunting”); Lytle v. Cunningham, 261 S.W.3d 837, 840 (Tex.

App.—Dallas 2008, no pet.) (setting aside no-answer default where registered agent’s name

stated on citation “Chris Lytle” but the return affidavit stated “Christopher Lytle” was person

served). In the return affidavit, the process server attests that the citation and petition were

forwarded to “Wells Fargo NA as Trust For Securitized Asset Backed Receivables LLC.” See

Ex. F. The return of service has several blatant defects. Notably, it fails to state the correct

name for Wells Fargo Bank, N.A. Also, it identifies “Wells Fargo NA” not as trustee, but as the

“Trust.” Finally, the purported “Wells Fargo NA as Trust” fails to include the complete name of

the trust identified in Plaintiff’s Petition and the Citation. Compare Pet. at ¶ 3, and Ex. E, with

Ex. F. These defects in service of process, alone, warrant granting Wells Fargo’s Motion and

vacating the Default Judgment.

       5. Even if Service Were Permitted Through the Secretary of State and the Address
          Through Which Plaintiff Served Wells Fargo Were Proper, Plaintiff’s Failure to
          Allege Wells Fargo Did Not Maintain a Place of Business in Texas Is Fatal to its
          Default Judgment.

       When a party purportedly serves a defendant based on substituted service, a default

judgment cannot stand when a petition fails to allege that a defendant did not maintain a place of

business in Texas. Onnela v. Medina, 785 S.W.2d 423, 425 (Tex. App.—Corpus Christi 1990,

no writ). For example, in MobileVision, plaintiff alleged that a nonresident limited liability

company (LLC) had a principal place of business in Michigan and could be served with process

by serving the Secretary of State. 260 S.W.3d at 564. However, the Court held that plaintiff did

not strictly comply with long-arm statute and the allegations were insufficient to allow service on


DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                               PAGE 12 OF 20
AUS:0103793/00000:571102v3
the Secretary of State, even if the LLC had reasonable and actual notice before default judgment,

because plaintiff failed to allege, among other things, that the LLC did not maintain a regular

place of business in state.

       In this case, like in MobileVision, nowhere in Plaintiff’s Petition does it allege that Wells

Fargo does not maintain a place of business in Texas. 260 S.W.3d at 564; see also, e.g., Medtek

Lighting Corp., 2005 WL 2002159, at *2 (Tex. App.—Dallas Aug. 22, 2005, pet. denied) (mem.

op.) (holding petition failed to satisfy section 17.044); Redwood Group, L.L.C. v. Louiseau, 113

S.W.3d 866, 870 (Tex.App.—Austin 2003, no pet.) (holding service was improper because

plaintiff failed to allege that defendant did not appoint or maintain a registered agent in Texas).

Because Plaintiff failed to allege that Wells Fargo did not maintain a place of business in Texas,

the default judgment it obtained should be reversed.

C.     Because Wells Fargo Was Not Served, the Default Judgment Is Void and Should Be
       Vacated.

       “Unless the record affirmatively shows, at the time the default judgment is entered, either

an appearance by the defendant, proper service of citation on the defendant, or a written

memorandum of waiver, the trial court does not have in personam jurisdiction to enter a default

judgment against the defendant.” Autozone, Inc. v. Duenes, 108 S.W.3d 917, 920 (Tex. App.—

Corpus Christi 2003, no pet.). The record shows that no appearance was made and no written

memorandum of waiver was filed. See Ex. D (copy of the Court’s online docket summary for

this cause number). The record also shows that no proper service was effected on Wells Fargo’s

registered agent. See Ex. A-2, Ex. A-3, Ex. A-4, Ex. B, Ex. E (copy of citation), Ex. F (copy of

return). As discussed above, citation was not issued to or served on an agent authorized to

accept service for Wells Fargo. See supra Part III.A-B. Thus, Plaintiff did not properly serve

Wells Fargo.


DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                               PAGE 13 OF 20
AUS:0103793/00000:571102v3
       A default judgment cannot stand unless the court, at the time of the judgment, had

jurisdiction of the subject matter and parties to the suit. Finlay v. Jones, 435 S.W.2d 136, 138

(Tex. 1968) (before a trial court may properly render a default judgment, the record must reflect

the trial court has jurisdiction over the subject matter and the parties and the case is ripe for

judgment); see also TEX. R. CIV. P. 124 (requiring service, acceptance, waiver of process or

appearance of defendant for judgment to be rendered). A defect in service of process invalidates

personal jurisdiction over the defendant. See Livanos v. Livanos, 333 S.W.3d 868, 875 (Tex.

App.—Houston 2010, no pet.) (reversing default judgment due to improper service of process);

Affiliated Computer Servs., Inc. v. Weeks, No. 05–06–00996–CV, 2007 WL 2325820, at *2 (Tex.

App.—Dallas Aug. 10, 2007, pet. denied) (mem. op.) (holding that trial court’s jurisdiction was

not validly invoked where the petition was sent to a registered agent, which was listed with the

Secretary of State but marked “terminated” where the secretary of state’s records also contained

listing for company with “active” status); AAA Navi Corp., 119 S.W.3d at 402 (same); Ward v.

Hooper, No. 05-00-01903-CV, 2002 WL 15881, at *3 (Tex. App.—Dallas Jan. 8, 2002, no pet.)

(reversing default judgment because of failure to show strict compliance with service of process

where record clearly indicated that notice was sent to an incorrect address).

D.     The Court Should Also Set Aside the Default Judgment Because Plaintiff Fails to
       State a Claim Supporting the Requested Relief.

       Independently of the service defects, the Court should grant Wells Fargo’s Motion and

set aside the Default Judgment because Plaintiff fails to state a claim upon which relief may be

granted. Plaintiff’s Petition attempted to pursue a claim for “a declaratory judgment declaring

Plaintiff as the sole owner of the Property in fee simple, without any liens or other

encumbrances, and declaring all deeds of trusts relating to the Property, or subsequent

assignments, as void and extinguished.” Pet. ¶ 20. Plaintiff also sought a duplicative judgment


DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                             PAGE 14 OF 20
AUS:0103793/00000:571102v3
“quieting title of the Property in favor of the Plaintiff as the sole owners of the Property in fee

simple, without any liens or other encumbrances, and declaring all deeds of trust relating to the

Property, or subsequent assignments, as void and extinguished.” Pet. ¶ 21.

        However, the factual allegations on which Plaintiff requested the above relief do not

support the requested relief. Plaintiff acknowledges purchasing its interest in the underlying

Property through a homeowners association’s assessment lien foreclosure sale. See Pet. ¶ 13-14.

Plaintiff also claims that, at the time it acquired its interest in the Property, Wells Fargo was the

assignee of record to a certain deed of trust recorded in Volume 11275, Page 1338 of the Bexar

County deed records. Pet. ¶ 9-11; See Ex. G (the “Deed of Trust”); Ex. H (the “Assignment”)3

To support Plaintiff’s claims, the Petition includes the following pertinent allegations:

                 15. After purchasing the Property, Plaintiff attempted to contract
        Defendants to ascertain what interest, if any, they asserted in the Property or
        related liens. Plaintiff made such inquiries in order to determine its own rights in
        the Property, and to preserve such interests and rights, including the right to any
        equitable redemption in the event any Defendant claimed as superior lien to that
        of the Association’s.
                 16. Plaintiff avers the purchase money deed of trust in favor of Fremont
        related to the Property was forfeited at the time of dissolution and forfeiture of
        right to do business in the state of Texas and/or by some other operation of law,
        waiver, defect in assignments, and/or multiple mortgages.
                 17. Further, upon information and belief, Wells Fargo has not collected
        any payments from Allen or other party towards any financial obligation giving
        rise to its deed of trust, and therefore, as a matter of law, has waived its interests
        and/or rights in the Property under the doctrine of waiver, estoppel, laches, and/or
        other law.

Pet. at ¶¶ 15-17.

        The factual allegations on which Plaintiff expressly based its conclusion do not support

the conclusion.       “Waiver is the intentional relinquishment of a right actually known, or

    3
       Attached hereto as Exhibit G and Exhibit H is a true and correct copy of the Deed of Trust and the
Assignment, respectively, which are referenced in Plaintiff’s Petition and recorded in the official real property
records of Bexar County, Texas. Wells Fargo requests that the Court take judicial notice of the documents attached
hereto and incorporated herein as Exhibit G and Exhibit H, which are available for public view and access at
https://govapps1.propertyinfo.com/wam3/loginForm.asp?iWAMid=3.

DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                            PAGE 15 OF 20
AUS:0103793/00000:571102v3
intentional conduct inconsistent with claiming that right.” Ulico Cas. Co. v. Allied Pilots Ass’n,

262 S.W.3d 773, 778 (Tex. 2008). “To prove waiver, a party must show ‘(1) an existing right,

benefit, or advantage held by a party; (2) the party’s actual knowledge of its existence; and (3)

the party’s actual intent to relinquish the right or intentional conduct inconsistent with the

right.’” Wiley v. U.S. Bank, N.A., No. 3:11-CV-1241-B, 2012 WL 1945614, at *6 (N.D. Tex.

May 30, 2012) (quoting Ulico Cas. Co., 262 S.W.3d at 778).

       As an initial matter, Plaintiff’s attempt to use the theory of waiver to support any of its

claims in this lawsuit fails because it is well settled that “[w]aiver is an affirmative defense, not a

cause of action, and does not operate to create liability” with respect to affirmative claims. See

Franklin v. BAC Home Loans Servicing, LP, No. 3:10-CV-1174-M, 2012 WL 2679496, *12

(N.D. Tex. June 6, 2012); Thomas v. Compass Bank, No. 01-01-00467-CV, 2002 WL 1340333,

at *4 (Tex. App.—Houston [1st Dist.] June 20, 2002, no pet.); Kern v. GE Capital Info. Tech.

Solutions, No. 3:01-CV-2109-P, 2003 WL 22433817, at *8 (N.D. Tex. Feb. 19, 2003); Hruska v.

First State Bank of Deanville, 747 S.W.2d 783, 785 (Tex. 1988). Indeed, the theory of waiver is

“defensive in nature” and does not create independent causes of action or “operate to create

liability where it does not otherwise exist.” Hruska, 747 S.W.2d at 785. Plaintiff’s waiver

argument fails as a matter of law for this reason alone.

       Moreover, the very Deed of Trust that Plaintiff references in its Petition directly refutes

Plaintiff’s waiver theory. The Deed of Trust provides that:

               12. Borrower Not Released; Forbearance By Lender Not a Waiver.
       Extension of the time for payment or modification of amortization of the sums
       secured by this Security Instrument granted by Lender to Borrower or any
       Successor in Interest of Borrower shall not operate to release the liability of
       Borrower or any Successors in Interest of Borrower. Lender shall 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


DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                  PAGE 16 OF 20
AUS:0103793/00000:571102v3
        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, shall not be a waiver of or
        preclude the exercise of any right or remedy.

Ex. G at p. 10, ¶ 12. Where a deed of trust, like the Deed of Trust in this case, includes a

nonwaiver provision expressly disclaiming any intent to waive the right to strictly enforce the

terms of the deed of trust, Texas courts have rejected similar waiver arguments. See, e.g.,

Stephens v. LPP Mortg., Ltd., 316 S.W.3d 742, 748-49 (Tex. App.—Austin 2010, pet. denied);

Bluebonnet Sav. Bank, F.S.B. v. Grayridge Apartment Homes, Inc., 907 S.W.2d 904, 911–12

(Tex. App.—Houston [1st Dist.] 1995, writ denied); Veltmann v. Hoffman, 621 S.W.2d 441, 442

(Tex. App.—San Antonio 1981, no writ) (“We know of no case holding that a lienholder who, at

the request of the debtor, postpones a nonjudicial foreclosure sale in order to afford the debtor an

opportunity to avoid loss of his land is to be penalized by being deprived of the right to

foreclose.”). Therefore, by the terms of the Deed of Trust, the factual allegations supporting

Plaintiff’s theory of waiver, even if true, do not support a conclusion that Wells Fargo’s rights to

enforce the terms of the Deed of Trust are waived by the borrower’s alleged nonpayment.4

Marrot Commc’ns, Inc. v. Town & Country P’ship, 227 S.W.3d 372, 378 (Tex. App.—Houston

[1st Dist.] 2007, pet. denied) (noting the court may consider affidavit, depositions, testimony,

and other exhibits in a motion for new trial).

        Texas law requires reversal of a default judgment when the facts stated in the petition do

not amount to a claim on which relief may be granted. Calderoni v. Vasquez, No. 03-11-00537-

CV, 2012 WL 2509802, at *5 (Tex. App.—Austin June 26, 2012, no pet.) (mem. op.); Pinter v.

        4
            Indeed, the allegation that a mortgagee’s failure to collect payments from the mortgagor would render the
lien void and waive the mortgagee’s rights to enforce the lien is preposterous. If Plaintiff’s allegations were true,
then any default for nonpayment by a mortgagor would invalidate the lender’s lien, and render meaningless, inter
alia, entire provisions of the Texas Property Code. See, e.g., TEX. PROP. CODE § 51.002 (providing for foreclosure
requirements of a lien after a mortgagor’s default).

DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                                              PAGE 17 OF 20
AUS:0103793/00000:571102v3
Asafi Law Firm, No. 01-12-0048-CV, 2012 WL 5458426, at *3 (Tex. App.—Houston [1st Dist.]

Nov. 8, 2012, no pet.) (mem. op.); Hillson Steel Prods., Inc. v. Wirth Ltd., 538 S.W.2d 162, 166

(Tex. Civ. App.—Houston [1st Dist.] 1976, no writ). The factual allegations on which Plaintiff

expressly based its declaratory judgment and quiet title claims, even if true, do not support a

conclusion that Wells Fargo—the statutory mortgagee—has waived its rights under the Deed of

Trust. For this additional reason, the default judgment should be reversed.

E.     Wells Fargo Requests a Hearing.

       Wells Fargo is entitled to an evidentiary hearing on this Motion for New Trial. Wells

Fargo hereby requests the Court set the Motion for hearing.

                             IV.     CONCLUSION AND PRAYER

       Because Plaintiff failed to properly serve Wells Fargo, the Court did not have personal

jurisdiction over Wells Fargo, the Default Judgment is void, and it should be set aside. The

Court should also set aside the Default Judgment because Plaintiff failed to plead a claim upon

which relief may be granted. Accordingly, Wells Fargo respectfully pray the Court hold an

evidentiary hearing on its Motion, grant its Motion for New Trial, vacate the Default Judgment

in this cause dated January 21, 2015, and that the Court grant a new trial, and for all other and

further relief to which it may be entitled.




DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                             PAGE 18 OF 20
AUS:0103793/00000:571102v3
                                          Respectfully submitted,

                                          LOCKE LORD LLP


                                          By:
                                                B. David L. Foster
                                                State Bar No. 24031555
                                                John W. Ellis
                                                State Bar No. 24078473
                                                600 Congress Ave., Suite 2200
                                                Austin, Texas 78701
                                                (512) 305-4700
                                                (512) 305-4800 (Facsimile)
                                                dfoster@lockelord.com
                                                jellis@lockelord.com

                                              Thomas G. Yoxall
                                              State Bar No. 00785304
                                              Kirsten M. Castañeda
                                              State Bar No. 00792401
                                              2200 Ross Avenue, Suite 2200
                                              Dallas, Texas 75201
                                              (214) 740-8000
                                              (214) 740-8800 (Facsimile)
                                              tyoxall@lockelord.com
                                              kcastaneda@lockelord.com
                                          ATTORNEYS FOR DEFENDANT
                                          WELLS FARGO BANK, N.A., AS TRUSTEE
                                          FOR SECURITIZED ASSET BACKED
                                          RECEIVABLES L.L.C. 2005-FR4




DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                         PAGE 19 OF 20
AUS:0103793/00000:571102v3
                                CERTIFICATE OF SERVICE

        I hereby certify that a true and correct copy of the foregoing was served on this 20th day
of February, 2015, via electronic service to all counsel of record registered with the Court’s
electronic filing manager and as indicated below to the following:

VIA EMAIL(justin@thenicholslawfirm.com)
& Facsimile (800) 761-5782
Justin P. Nichols
Justin D. Niedens
The Nichols Law Firm, P.L.L.C.
106 S. Saint Mary’s St., Suite 255
San Antonio, Texas 78205
Attorneys for Plaintiff


                                             John W. Ellis




DEFENDANT WELLS FARGO BANK, N.A.’S MOTION FOR NEW TRIAL                              PAGE 20 OF 20
AUS:0103793/00000:571102v3
Exhibit A
Exhibit A-1
FDIC: BankFind Details                                                                                Page 1 of 1




                                Federal Deposit
                                Insurance Corporation


      Wells Fargo Bank, National Association (FDIC #:
      3511)
      Status: Active • Insured Since January 1, 1934
      Wells Fargo Bank, National Association is an active bank
      Data as of: February 11, 2015

        Overview             Locations         History       Identifications    Financials


        Wells Fargo &
        Company                  Wells Fargo Bank, National Association has 6359 domestic
        Bank Holding             locations in 42 states, 0 locations in territories, and 37 foreign
        Company                  locations
        Wells Fargo Bank,
        National Association     Established:            January 1, 1870
        Banking Institution      FDIC Certificate #:     3511
                                 Insured:                January 1, 1934
        6359 Locations
        Branches (Offices)       Bank Charter Class: National Bank
                                 Headquarters:           101 N. Phillips Avenue
                                                         Sioux Falls, SD 57104
                                                         Minnehaha County
                                 Regulated By:           Office of the Comptroller
                                                         of the Currency
                                 Consumer
                                                         http://www.helpwithmybank.gov
                                 Assistance:
                                 Corporate Website: http://www.wellsfargo.com
                                 Contact the FDIC about Wells Fargo Bank, National Association




http://research.fdic.gov/bankfind/detail.html?bank=3511&name=Wells Fargo Bank, Natio...                2/19/2015
Exhibit A-2
BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY                                                                 Page 1 of 1




DEPUTY SECRETARY of STATE
COBY SHORTER, III
 UCC | Business Organizations | Trademarks | Notary | Account | Help/Fees | Briefcase |
Logout
                            BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY
Filing Number:               8832                     Entity Type:        Foreign Financial Institution
Original Date of Filing:     June 21, 2001            Entity Status:      In existence
Formation Date:              N/A                      Non-Profit          N/A
                                                      Type:
Tax ID:                                               FEIN:               941347393
Name:                   WELLS FARGO BANK, NATIONAL ASSOCIATION
Address:                420 MONTGOMERY ST.
                        San Francisco, CA 94163 [COUNTRY NOT PROVIDED]
Fictitious Name:        N/A
Jurisdiction:           ,
Foreign Formation Date: N/A

    REGISTERED                                                                                            ASSOCIATED
      AGENT           FILING HISTORY          NAMES            MANAGEMENT              ASSUMED NAMES       ENTITIES

 Name                                                   Address                                    Inactive Date
 CORPORATION SERVICE COMPANY                            211 E. 7th Street, Suite 620
                                                        Austin, TX 78701-3218 USA


  Order      Return to Search




Instructions:
    To place an order for additional information about a filing press the 'Order' button.




https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?:Sfiling_number=8832&:... 2/19/2015
Exhibit A-3
Exhibit A-4
Exhibit A-5
FDIC: BankFind Details                                                                                               Page 1 of 10




                                Federal Deposit
                                Insurance Corporation


      Wells Fargo Bank, National Association (FDIC #:
      3511)
      Status: Active • Insured Since January 1, 1934
      Wells Fargo Bank, National Association is an active bank
      Data as of: February 11, 2015

            Overview         Locations           History              Identifications           Financials


    All Locations      |   Matching Search Results        |   View By State             Current Filter: "TX"
    Number of Offices: 6359 Domestic, 0 Territories, 37 Foreign

   Showing 1 to 100 of 687 entries

                                                                                                                         Service
     UNINUM         Number      Name           Address         County               City               State   Zip
                                                                                                                         Type

                                                                                                                         Full
                                                                                                                         Service
                                Madisonville   207 East
     824            3924                                       Madison              Madisonville       TX      77864     Brick and
                                Branch         Main Street
                                                                                                                         Mortar
                                                                                                                         Office
                                                                                                                         Full
                                Laredo         1100                                                                      Service
     984            3784        Downtown       Matamoros       Webb                 Laredo             TX      78040     Brick and
                                Branch         Street                                                                    Mortar
                                                                                                                         Office
                                                                                                                         Full
                                               301 North
                                                                                                                         Service
                                Gonzales       Saint
     989            3824                                       Gonzales             Gonzales           TX      78629     Brick and
                                Branch         Joseph
                                                                                                                         Mortar
                                               Street
                                                                                                                         Office
                                                                                                                         Full
                                                                                                                         Service
                                Bastrop        808 Main
     1129           3825                                       Bastrop              Bastrop            TX      78602     Brick and
                                Branch         Street
                                                                                                                         Mortar
                                                                                                                         Office
                                                                                                                         Full
                                                                                                                         Service
                                Bay City       1801 7th
     1971           3874                                       Matagorda            Bay City           TX      77414     Brick and
                                Branch         Street
                                                                                                                         Mortar
                                                                                                                         Office
                                                                                                                         Full
                                Brownsville    835 East                                                                  Service
     1991           3908        Downtown       Levee           Cameron              Brownsville        TX      78520     Brick and
                                Branch         Street                                                                    Mortar
                                                                                                                         Office
                                                                                                                         Full
                                Hillsboro                                                                                Service
                                               225 East
     1997           3804        Downtown                       Hill                 Hillsboro          TX      76645     Brick and
                                               Elm Street
                                Branch                                                                                   Mortar
                                                                                                                         Office




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FDIC: BankFind Details                                                                            Page 2 of 10



                                                                                                      Service
     UNINUM     Number    Name            Address       County      City            State   Zip
                                                                                                      Type
     2034       4147      Decatur         306 W Main    Wise        Decatur         TX      76234     Full
                          Downtown        Street                                                      Service
                          Branch                                                                      Brick and
                                                                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                          El Paso         221 North                                                   Service
     2049       4086      Downtown        Kansas        El Paso     El Paso         TX      79901     Brick and
                          Branch          Street                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                                                                                                      Service
                          Floresville     1112 B
     2056       3933                                    Wilson      Floresville     TX      78114     Brick and
                          Main Branch     Street
                                                                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                                                                                                      Service
                          Franklin        208 East Us
     2063       3906                                    Robertson   Franklin        TX      77856     Brick and
                          Branch          Highway 79
                                                                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                          Grapevine                                                                   Service
                                          1400 South
     2086       4169      Main Street                   Tarrant     Grapevine       TX      76051     Brick and
                                          Main Street
                          Branch                                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                                                                                                      Service
                          Hallettsville   110 South
     2090       3834                                    Lavaca      Hallettsville   TX      77964     Brick and
                          Branch          Main Street
                                                                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                                          210 North                                                   Service
                          Henrietta
     2099       3778                      Bridge        Clay        Henrietta       TX      76365     Brick and
                          Branch
                                          Street                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                          Terrell North   112 North                                                   Service
     2119       4166      Catherine       Catherine     Kaufman     Terrell         TX      75160     Brick and
                          Branch          Street                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                                                                                                      Service
                          Mesquite        120 West
     2162       3979                                    Dallas      Mesquite        TX      75149     Brick and
                          Branch          Main Street
                                                                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                                                                                                      Service
                                          2301 Kell                 Wichita
     2183       3773      Kell Branch                   Wichita                     TX      76308     Brick and
                                          Boulevard                 Falls
                                                                                                      Mortar
                                                                                                      Office
                                                                                                      Full
                                          215                                                         Service
                          Nordheim
     2185       3835                      Broadway      De Witt     Nordheim        TX      78141     Brick and
                          Branch
                                          Street                                                      Mortar
                                                                                                      Office
     2207       3842      Pleasanton      425 West      Atascosa    Pleasanton      TX      78064     Full
                          Branch          Oaklawn                                                     Service
                                          Road                                                        Brick and




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FDIC: BankFind Details                                                                         Page 3 of 10



                                                                                                   Service
     UNINUM     Number    Name           Address       County      City          State   Zip
                                                                                                   Type
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                                         216 West
     2211       3767      Post Branch                  Garza       Post          TX      79356     Brick and
                                         Main Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                         109                                                       Service
     2212       3934      Poth Branch    Dillworth     Wilson      Poth          TX      78147     Brick and
                                         Plaza                                                     Mortar
                                                                                                   Office
                                                                                                   Full
                                         101                                                       Service
                          Rhome
     2219       3878                     Highway       Wise        Rhome         TX      76078     Brick and
                          Branch
                                         287 North                                                 Mortar
                                                                                                   Office
                                                                                                   Full
                                         700                                                       Service
                          Richmond
     2221       3852                     Jackson       Fort Bend   Richmond      TX      77469     Brick and
                          Branch
                                         Street                                                    Mortar
                                                                                                   Office
                                                                                                   Full
                                         502 North                                                 Service
                          Rockport
     2223       3849                     Austin        Aransas     Rockport      TX      78382     Brick and
                          Branch
                                         Street                                                    Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Rosenberg      2910
     3730       4182                                   Fort Bend   Rosenberg     TX      77471     Brick and
                          Branch         Avenue H
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                         36 West                                                   Service
                          San Angelo
     3736       3755                     Beauregard    Tom Green   San Angelo    TX      76903     Brick and
                          Main Branch
                                         Avenue                                                    Mortar
                                                                                                   Office
                                                                                                   Full
                                         40                                                        Service
                          Northstar
     3740       3781                     Northeast     Bexar       San Antonio   TX      78216     Brick and
                          Branch
                                         Loop 410                                                  Mortar
                                                                                                   Office
                                                                                                   Full
                          San Marcos     123 North                                                 Service
     3746       3839      Downtown       Edward        Hays        San Marcos    TX      78666     Brick and
                          Branch         Gary Street                                               Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Schulenburg    707 Lyons
     3751       3838                                   Fayette     Schulenburg   TX      78956     Brick and
                          Branch         Avenue
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                         101 North                                                 Service
     3782       3769      Tulia Branch   Maxwell       Swisher     Tulia         TX      79088     Brick and
                                         Avenue                                                    Mortar
                                                                                                   Office
     3791       3801                                   Mclennan    Waco          TX      76701




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FDIC: BankFind Details                                                                          Page 4 of 10



                                                                                                    Service
     UNINUM     Number    Name          Address        County         City        State   Zip
                                                                                                    Type
                          Waco Main     300 Franklin                                                Full
                          Branch        Avenue                                                      Service
                                                                                                    Brick and
                                                                                                    Mortar
                                                                                                    Office
                                                                                                    Full
                                        301                                                         Service
                          Kerrville
     5755       3798                    Junction       Kerr           Kerrville   TX      78028     Brick and
                          Main Branch
                                        Highway                                                     Mortar
                                                                                                    Office
                                                                                                    Full
                                        307 North                                                   Service
                          Cuero
     5763       3831                    Esplanade      De Witt        Cuero       TX      77954     Brick and
                          Branch
                                        Street                                                      Mortar
                                                                                                    Office
                                                                                                    Full
                                                                                                    Service
                          Alice Main    1128 East
     6615       3792                                   Jim Wells      Alice       TX      78332     Brick and
                          Branch        Main Street
                                                                                                    Mortar
                                                                                                    Office
                                                                                                    Full
                                        501 West                                                    Service
                          Willis
     6618       4036                    Montgomery     Montgomery     Willis      TX      77378     Brick and
                          Branch
                                        Street                                                      Mortar
                                                                                                    Office
                                                                                                    Full
                                                                                                    Service
                                        230 Green
     6626       3829      Taft Branch                  San Patricio   Taft        TX      78390     Brick and
                                        Avenue
                                                                                                    Mortar
                                                                                                    Office
                                                                                                    Full
                          Denton        101 South                                                   Service
     6627       4153      Downtown      Locust         Denton         Denton      TX      76201     Brick and
                          Branch        Street                                                      Mortar
                                                                                                    Office
                                                                                                    Full
                                        119 West                                                    Service
                          La Vernia
     6628       3938                    Chihuahua      Wilson         La Vernia   TX      78121     Brick and
                          Branch
                                        Street                                                      Mortar
                                                                                                    Office
                                                                                                    Full
                                        305 East                                                    Service
                          Navasota
     6868       3927                    Washington     Grimes         Navasota    TX      77868     Brick and
                          Branch
                                        Avenue                                                      Mortar
                                                                                                    Office
                                                                                                    Full
                                                                                                    Service
                                        5401 S Fm
     7115       4023      Kyle Branch                  Hays           Kyle        TX      78640     Brick and
                                        1626
                                                                                                    Mortar
                                                                                                    Office
                                                                                                    Full
                                        1821 South
                                                                                                    Service
                          Ed Carey      77
     7126       3892                                   Cameron        Harlingen   TX      78550     Brick and
                          Branch        Sunshine
                                                                                                    Mortar
                                        Strip
                                                                                                    Office
     7127       3929      Rio Vista     501 North      Johnson        Rio Vista   TX      76093     Full
                          Branch        Highway                                                     Service
                                        174                                                         Brick and




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FDIC: BankFind Details                                                                         Page 5 of 10



                                                                                                   Service
     UNINUM     Number    Name          Address       County       City          State   Zip
                                                                                                   Type
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Waller        2313 Main
     7131       3922                                  Waller       Waller        TX      77484     Brick and
                          Branch        Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Bandera       900 Main
     7133       3795                                  Bandera      Bandera       TX      78003     Brick and
                          Branch        Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Angleton      800 North
     7377       3830                                  Brazoria     Angleton      TX      77515     Brick and
                          Branch        Loop 274
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                        101                                                        Service
                          Hubbard
     7381       3803                    Northwest     Hill         Hubbard       TX      76648     Brick and
                          Branch
                                        2nd Street                                                 Mortar
                                                                                                   Office
                                                                                                   Full
                                        200 North                                                  Service
                          Archer City
     7383       3777                    Center        Archer       Archer City   TX      76351     Brick and
                          Branch
                                        Street                                                     Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Bellville     2 East Main
     7384       4178                                  Austin       Bellville     TX      77418     Brick and
                          Branch        Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Brenham       2450
     7386       4099                                  Washington   Brenham       TX      77833     Brick and
                          Main Branch   Becker Dr
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Centerville   115 East
     7611       3919                                  Leon         Centerville   TX      75833     Brick and
                          Branch        Saint Marys
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Poteet        126 South
     7827       3843                                  Atascosa     Poteet        TX      78065     Brick and
                          Branch        6th Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                        203 North                                                  Service
                          Los Fresnos
     7957       3895                    Arroyo        Cameron      Los Fresnos   TX      78566     Brick and
                          Branch
                                        Boulevard                                                  Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Donna         132 South
     8214       3893                                  Hidalgo      Donna         TX      78537     Brick and
                          Branch        Main Street
                                                                                                   Mortar
                                                                                                   Office
     8652       3779                                  Howard       Big Spring    TX      79720




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FDIC: BankFind Details                                                                         Page 6 of 10



                                                                                                   Service
     UNINUM     Number    Name          Address        County      City          State   Zip
                                                                                                   Type
                          Big Spring    400 South                                                  Full
                          Branch        Main Street                                                Service
                                                                                                   Brick and
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Canyon        2111 4th
     8876       3764                                   Randall     Canyon        TX      79015     Brick and
                          Branch        Avenue
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                        1024 Texas                                                 Service
                          Robstown
     9005       3791                    Yes            Nueces      Robstown      TX      78380     Brick and
                          Branch
                                        Boulevard                                                  Mortar
                                                                                                   Office
                                                                                                   Full
                          Thousand      16414 San                                                  Service
     9083       3752      Oaks          Pedro          Bexar       San Antonio   TX      78232     Brick and
                          Branch        Avenue                                                     Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Brookshire    923 Cooper
     9693       3921                                   Waller      Brookshire    TX      77423     Brick and
                          Branch        Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Seguin        101 East
     9702       3828                                   Guadalupe   Seguin        TX      78155     Brick and
                          Branch        Nolte Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                        201 West                                                   Service
                          Boyd
     9799       3877                    Rock Island    Wise        Boyd          TX      76023     Brick and
                          Branch
                                        Ave                                                        Mortar
                                                                                                   Office
                                                                                                   Full
                                        3570                                                       Service
                          Sw Military
     9813       4100                    Military       Bexar       San Antonio   TX      78211     Brick and
                          Branch
                                        Drive, S.W.                                                Mortar
                                                                                                   Office
                                                                                                   Full
                          Dallas                                                                   Service
                                        1445 Ross
     10065      3973      Central                      Dallas      Dallas        TX      75202     Brick and
                                        Avenue
                          Branch                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Stockyards    200 Ne 28th
     10085      3812                                   Tarrant     Fort Worth    TX      76164     Brick and
                          Branch        Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                          South         1100 East                                                  Service
     10090      3904      Mcallen       Jackson        Hidalgo     Mcallen       TX      78503     Brick and
                          Branch        Avenue                                                     Mortar
                                                                                                   Office
     10432      3918      Katy Main     5622 3rd       Harris      Katy          TX      77493     Full
                          Branch        Street                                                     Service
                                                                                                   Brick and




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FDIC: BankFind Details                                                                           Page 7 of 10



                                                                                                     Service
     UNINUM     Number    Name           Address        County       City          State   Zip
                                                                                                     Type
                                                                                                     Mortar
                                                                                                     Office
                                                                                                     Full
                                         3601                                                        Service
                          Port City
     10650      4094                     Eastex         Harris       Houston       TX      77026     Brick and
                          Branch
                                         Freeway                                                     Mortar
                                                                                                     Office
                                                                                                     Full
                          Fort Worth
                                         900 West                                                    Service
                          Medical
     10738      3805                     Rosedale       Tarrant      Fort Worth    TX      76104     Brick and
                          Center
                                         Street                                                      Mortar
                          Branch
                                                                                                     Office
                                                                                                     Full
                                         109 North                                                   Service
                          Westside
     10931      4022                     San Saba       Bexar        San Antonio   TX      78207     Brick and
                          Branch
                                         Street                                                      Mortar
                                                                                                     Office
                                                                                                     Full
                                                                                                     Service
                          Edna           700 North
     10934      3822                                    Jackson      Edna          TX      77957     Brick and
                          Branch         Wells Street
                                                                                                     Mortar
                                                                                                     Office
                                                                                                     Full
                                                                                                     Service
                          Commercial     3434
     10937      4095                                    Harris       Houston       TX      77093     Brick and
                          Branch         Tidwell Rd
                                                                                                     Mortar
                                                                                                     Office
                                                                                                     Full
                          Victoria                                                                   Service
                                         1201 North
     11014      3820      Downtown                      Victoria     Victoria      TX      77901     Brick and
                                         Main Street
                          Branch                                                                     Mortar
                                                                                                     Office
                                                                                                     Full
                                                                                                     Service
                          Denver City    221 North
     11030      3768                                    Yoakum       Denver City   TX      79323     Brick and
                          Branch         Avenue B
                                                                                                     Mortar
                                                                                                     Office
                                                                                                     Full
                                         4900 East                                                   Service
                          Belknap
     11161      3815                     Belknap        Tarrant      Haltom City   TX      76117     Brick and
                          Branch
                                         Street                                                      Mortar
                                                                                                     Office
                                                                                                     Full
                                         1500                                                        Service
                          River Oaks
     11207      3949                     Waugh          Harris       Houston       TX      77019     Brick and
                          Branch
                                         Drive                                                       Mortar
                                                                                                     Office
                                                                                                     Full
                          Austin Ave -   1111 South                                                  Service
     11385      4185      Georgetown     Austin         Williamson   Georgetown    TX      78626     Brick and
                          Branch         Avenue                                                      Mortar
                                                                                                     Office
                                                                                                     Full
                                         527 East                                                    Service
                          Fairfield
     11429      3920                     Commerce       Freestone    Fairfield     TX      75840     Brick and
                          Branch
                                         Street                                                      Mortar
                                                                                                     Office
     11523      9159                                    Hardin       Lumberton     TX      77657




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FDIC: BankFind Details                                                                         Page 8 of 10



                                                                                                   Service
     UNINUM     Number    Name          Address        County      City          State   Zip
                                                                                                   Type
                          Lumberton     435 South                                                  Full
                          Branch        Main                                                       Service
                                                                                                   Brick and
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Nocona        105 East
     11529      3774                                   Montague    Nocona        TX      76255     Brick and
                          Branch        Highway 82
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                        6100                                                       Service
                          Kelly Field
     11643      3789                    Bandera        Bexar       San Antonio   TX      78238     Brick and
                          Branch
                                        Road                                                       Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Deer Park     715 Center
     11750      3943                                   Harris      Deer Park     TX      77536     Brick and
                          Branch        Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Comfort       520 7th
     11795      3797                                   Kendall     Comfort       TX      78013     Brick and
                          Branch        Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                        13201                                                      Service
                          Fairbanks
     12003      3948                    Northwest      Harris      Houston       TX      77040     Brick and
                          Branch
                                        Freeway                                                    Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          East Berry    1001 East
     12138      4012                                   Tarrant     Fort Worth    TX      76110     Brick and
                          Branch        Berry Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                        4200                                                       Service
                          Pasadena
     12322      3941                    Spencer        Harris      Pasadena      TX      77504     Brick and
                          Branch
                                        Highway                                                    Mortar
                                                                                                   Office
                                                                                                   Full
                                        120 South                                                  Service
                          Premont
     12380      3794                    Agnes          Jim Wells   Premont       TX      78375     Brick and
                          Branch
                                        Street                                                     Mortar
                                                                                                   Office
                                                                                                   Full
                                        6964                                                       Service
                          Boulevard                                Richland
     12431      3980                    Boulevard      Tarrant                   TX      76180     Brick and
                          26 Branch                                Hills
                                        26                                                         Mortar
                                                                                                   Office
                                                                                                   Full
                          Bedford       2225                                                       Service
     12432      3967      Central       Central        Tarrant     Bedford       TX      76021     Brick and
                          Branch        Drive                                                      Mortar
                                                                                                   Office
     12435      3956      Seabrook      1600           Harris      Seabrook      TX      77586     Full
                          Branch        Highway                                                    Service
                                        146                                                        Brick and




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FDIC: BankFind Details                                                                         Page 9 of 10



                                                                                                   Service
     UNINUM     Number    Name            Address       County     City          State   Zip
                                                                                                   Type
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                          6175
                                                                                                   Service
                          Bassett         Gateway
     12487      4089                                    El Paso    El Paso       TX      79925     Brick and
                          Branch          Boulevard
                                                                                                   Mortar
                                          West
                                                                                                   Office
                                                                                                   Full
                          West            111 West                                                 Service
                                                                   West
     12500      3875      Columbia        Brazos        Brazoria                 TX      77486     Brick and
                                                                   Columbia
                          Branch          Avenue                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                          Corpus          1190                                                     Service
                                                                   Corpus
     12508      3912      Christi Flour   Waldron       Nueces                   TX      78418     Brick and
                                                                   Christi
                          Bluff Branch    Road                                                     Mortar
                                                                                                   Office
                                                                                                   Full
                          Victoria
                                          1501 East                                                Service
                          Sam
     12700      3846                      Mockingbird   Victoria   Victoria      TX      77904     Brick and
                          Houston
                                          Lane                                                     Mortar
                          Branch
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Plainview       205 West
     12702      3765                                    Hale       Plainview     TX      79072     Brick and
                          Main Branch     5th Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                          Bandera &                                                                Service
                                          100 St.
     12705      9176      St Cloud                      Bexar      San Antonio   TX      78228     Brick and
                                          Cloud
                          Branch                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                                                                                   Service
                          Kingsville      601 South
     12757      3826                                    Kleberg    Kingsville    TX      78363     Brick and
                          Main Branch     14th Street
                                                                                                   Mortar
                                                                                                   Office
                                                                                                   Full
                                          5801 Marvin                                              Service
                          Oak Cliff
     12772      3972                      D. Love       Dallas     Dallas        TX      75237     Brick and
                          Branch
                                          Freeway                                                  Mortar
                                                                                                   Office
                                                                                                   Full
                                          901                                                      Service
                          Memorial
     12835      3954                      Gessner       Harris     Houston       TX      77024     Brick and
                          Branch
                                          Road                                                     Mortar
                                                                                                   Office
                                                                                                   Full
                                          401                                                      Service
                          Silsbee
     13039      9164                      Highway 96    Hardin     Silsbee       TX      77656     Brick and
                          Branch
                                          South                                                    Mortar
                                                                                                   Office
                                                                                                   Full
                                          1001                                                     Service
                          La Porte
     13154      9185                      Highway       Harris     La Porte      TX      77571     Brick and
                          Branch
                                          146                                                      Mortar
                                                                                                   Office
     13209      3957                                    Harris     Spring        TX      77373




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FDIC: BankFind Details                                                                Page 10 of 10



                                                                                           Service
     UNINUM     Number    Name        Address       County     City        State   Zip
                                                                                           Type
                          Spring      1442 Spring                                          Full
                          Branch      Cypress                                              Service
                                      Road                                                 Brick and
                                                                                           Mortar
                                                                                           Office




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Exhibit B
Exhibit C
Exhibit D
Full Case Information                                                          Page 1 of 3




                                             Bexar County
                              District Clerk/County Clerk Search

                                    Full Case Information
                                          Case Summary

                       Case Information for Cause #: 2014CI17188

                           KINGMAN HOLDINGS LLC vs WELLS FARGO NA ET AL


     Cause No. :            2014CI17188
     Name :
     Business Name :        WELLS FARGO BANK NA
     Litigant Type :        DEFENDANT
     Date Filed :           10/30/2014
     Docket Type :          QUIET TITLE
     Case Status :          DISPOSED
     Court :                073



                                  Information as of: 02/19/2015 07:51:28 PM




http://apps.bexar.org/search/FullCase.html?id=CI000000000000002DC2014CI17188    2/19/2015
Full Case Information                                                                    Page 2 of 3




                                       Case History

                                                    Currently viewing 1 through 16 of 16 records.
      Type/Sequence     Date Filed                             Description

   P00001                 10/30/2014 PETITION

   P00002                  11/4/2014 CIVIL CASE INFORMATION SHEET
   P00003                  11/4/2014 REQUEST FOR SERVICE AND PROCESS
   P00004                  11/4/2014 SERVICE ASSIGNED TO CLERK 1

   S00001                  11/5/2014 CITATION
                                     WELLS FARGO BANK NA
                                     ISSUED: 11/5/2014 RECEIVED: 11/13/2014
                                     EXECUTED: 11/14/2014 RETURNED: 11/17/2014
   S00002                  11/5/2014 CITATION
                                     FREMONT REORGANIZING CORPORATION
                                     ISSUED: 11/5/2014 RECEIVED: 11/13/2014
                                     EXECUTED: 11/14/2014 RETURNED: 11/17/2014
   P00006                 12/23/2014 CERTIFICATE OF SECRETARY OF STATE/
                                     KYLE R WALKER
   P00007                  1/20/2015 CERTIFICATE OF SECRETARY OF STATE/
                                     TO WELLS FARGO BANK NA

   P00008                  1/21/2015 CERTIFICATE OF LAST KNOWN MAILING ADDRESS FOR:
                                     WELLS FARGO BANK NA AND FREMONT REORGANI
                                     ZATION CORP FKA FREMONT INVESTMENT &
                                     LOAN
   P00009                  1/21/2015 MOTION FOR DEFAULT JUDGMENT

   P00010                  1/21/2015 CASE CLOSED DEFAULT JUDGMENT
   O00001                  1/21/2015 DEFAULT JUDGMENT
                                     JUDGE: JOHN D. GABRIEL, JR.
                                     VOL: 4338 PAGE: 393 PAGE COUNT: 2
   S00003                  1/26/2015 NOTICE OF ORDER RULE 306A
                                     JUSTIN P NICHOLS
                                     ISSUED: 1/26/2015
   S00004                  1/26/2015 NOTICE OF DEFAULT JUDGMENT
                                     WELLS FARGO BANK NA
                                     ISSUED: 1/26/2015
   S00005                  1/26/2015 NOTICE OF DEFAULT JUDGMENT
                                     FREMONT REORGANIZING CORPORATION




http://apps.bexar.org/search/FullCase.html?id=CI000000000000002DC2014CI17188              2/19/2015
Full Case Information                                                          Page 3 of 3



                                   ISSUED: 1/26/2015
                                   RETURNED: 2/10/2015




http://apps.bexar.org/search/FullCase.html?id=CI000000000000002DC2014CI17188    2/19/2015
Exhibit E
Exhibit F
Exhibit G
      T/GF   tacci-Aa_orm             BRANCH     fp,
ffs     (on        /CLOSER INITIALS




             Return To:
             FRET TT INVESTMENT & LOAN

             1411 OPUS PLACE, SUITE 600
             DOWNERS GROVE, IL 60515                              IlL1111111111§111111111)1p11111111111111111111
                                                                                          4
             Prepared By:
             DENNIS P. SCHMARTZ
             SCHWA= & ASSOCIATES
             1446 HERITAGE DRIVE
             NOKINNEY, TEXAS 75069
             972-562-1966

                                               [Space Above This Line For Recording natal

                                                 DEED OF TRUST 1001944-5000141013-4
                                                                                        MIN
                                 NOTICE OF CONFIDENTIALITY RIGHTS:
             If you are a natural person, you may remove or strike any of the following
             information from this instrument before it is filed for record in the public
             records: your social security number or your driver's license number.
             DEFINITIONS
             Words used in multiple sections of this document are defined below and other words are defined in
             Sections 3, 11, 13, 18, 20 and 21. Certain rules regarding the usage of words used in this document are
             also provided in Section 16.
             (A) "Security Instrument" means this document, which is dated MARCH 11, 2005                   , together
             with all Riders to this document.
             (B) "Borrower" is
             LUCILLE. W. ALLEN AND HUSBAND, DOUGLAS ALLEN




             Borrower is the grantor under this Security Instrument.
             (C) "Lender" is
             FREMCNT INVEST/11NT & LOAN

             Lender is a CORPORATION
             organized and existing under the laws of THE STATE OF CALIFORNIA
             Lender's address is
             175 NORTH RIVERVINR DRIVE, ANAHEIM, CA 92808
             Lender includes any holder of the Note who is entitled to receive payments under the Note.

                                                                                                                   925000141013
             TEXAS-Single Family-Fannie Mae/Freddie Mac UNIFORM INSTRUMENT WITH MERS
             Form 3044 1/01                        VMP Mortgage Solutions, Inc. (800)521.7291
                  -6A(TX) (0411)                                  Page 1 of 16

                                                                                                                          ,11




                                                  1,1.11111T119,11111til 111111111111111111111111
(D) "Trustee" is
DENNIS P. SCHWARTZ
Trustee's address is
1446 BERTTAGE DRIVE, ICKINNEY, TX 75069
(E) "MERS" is Mortgage Electronic Registration Systems, Inc. MERS is a separate corporation that is
acting solely as a nominee for Lender and Lender's successors and assigns. MERS is a beneficiary under
this Security Instrument. MERS is organized and existing under the laws of Delaware, and has an
address and telephone number of P.O. Box 2026, Flint, MI 48501-2026, tel. (888) 679-MERS.
(F) "Note" means the promissory note signed by Borrower and dated MARCH 11, 2005
The Note states that Borrower owes Lender
am HUNDRED FIVE THOUSAND THREE HUNDRED AND 00/100
Dollars (U.S. $105, 300 . 00 ) plus interest. Borrower has promised to pay this debt in regular
 Periodic Payments and to pay the debt in full not later than APRIL 01, 2035
 (G) "Property" means the property that is described below under the heading "Transfer of Rights in the
 Property."
 (H) "Loan" means the debt evidenced by the Note, plus interest, any prepayment charges and late charges
due under the Note, and all sums due under this Security Instrument, plus interest.
 (I) "Riders" means all Riders to this Security Instrument that are executed by Borrower. The following
iRiders are to be executed by Borrower [check box as applicable]:
LxJ Adjustable Rate Rider I I Condominium Rider                    U Second Home Rider
      Balloon Rider          I Y I Planned Unit Development Rider I I 1-4 Family Rider
I I VA Rider                       Biweekly Payment Rider
      Other(s) [specify]


(J) "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.
(K) "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.
(L) "Electronic Funds 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, wire transfers, and automated clearinghouse
transfers.
(M) "Escrow Items" means those items that are described in Section 3.
(N) "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.




                                                                                            925000141013
©-6M, X) (0411)                                   Page 2 of 16                               Form 3044 1/01

                                                                             ("g
(0) "Mortgage Insurance" means insurance protecting Lender against the nonpayment of, or default on,
the Loan.
(P) "Periodic Payment" means the regularly scheduled amount due for (i) principal and interest under the
Note, plus (ii) any amounts under Section 3 of this Security Instrument.
(Q) "RESPA" means the Real Estate Settlement Procedures Act (12 U.S.C. Section 2601 et seq.) and its
implementing regulation, Regulation X (29 C.F.R. Part 3500), as they might be amended from time to
time, or any additional or successor legislation or regulation that governs the same subject matter. As used
in this Security Instrument, "RESPA" refers to all requirements and restrictions that are imposed in regard
to a "federally related mortgage loan" even if the Loan does not qualify as a "federally related mortgage
loan" under RESPA.
(R) "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.

TRANSFER OF RIGHTS IN THE PROPERTY
The beneficiary of this Security Instrument is MERS (solely as nominee for Lender and Lender's
successors and assigns) and the successors and assigns of MERS. This Security Instrument
secures to Lender: (i) the repayment of the Loan, and all renewals, extensions and modifications
of the Note; and (it) the performance of Borrower's covenants and agreements under this
Security Instrument and the Note. For this purpose, Borrower irrevocably grants and conveys to
Trustee, in trust, with power of sale, the following described property located in the County of
BEXAR
        [Name of Recording Jurisdiction]
LOT 18, BLOCK 5, NCB 18175, NORTBAMPTCN, UNIT 1, CITY OF SAN ANTONIO,
BEXAR COUNTY, TEXAS, ACCORDIM TO PLAT, RECORDED IN VOLUME 9516, PAGES
171-177 LEED AND PLAT RECORDS, BEXAR COUNTY, TEXAS.




Parcel ID Number:

which currently has the address of
8118 laNDERLY PL.                                                                                      [Street]
SAN ANTONIO                                  [City] ,   Texas 78109        [Zip Code]   ("Property Address"):

     TOGETHER WITH all the improvements now or hereafter erected on the property, and all
easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and
additions shall also be covered by this Security Instrument. All of the foregoing is referred to in this




                                                                                            925000141013
4:t-6AUXH0411)                                    Page3a16                                   Form 3044 1/01

                                                                           )74
Security Instrument as the "Property." Borrower understands and agrees that MERS holds only legal title
to the interests granted by Borrower in this Security Instrument, but, if necessary to comply with law or
custom, MERS (as nominee for Lender and Lender's successors and assigns) has the right: to exercise any
or all of those interests, including, but not limited to, the right to foreclose and sell the Property; and to
take any action required of Lender including, but not limited to, releasing and canceling this Security
Instrument.
      BORROWER COVENANTS that Borrower is lawfully seised of the estate hereby conveyed and has
the right to grant and convey the Property and that the Property is unencumbered, except for encumbrances
of record. Borrower warrants and will defend generally the title to the Property against all claims and
demands, subject to any encumbrances of record.
       THIS SECURITY INSTRUMENT combines uniform covenants for national use and non-uniform
covenants with limited variations by jurisdiction 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 shall pay when due the principal of, and interest on, the debt evidenced by the Note and any
prepayment charges and late charges due under the Note. Borrower shall also pay funds for Escrow Items
pursuant to Section 3. Payments due under the Note and this Security Instrument shall be made in U.S.
currency. However, 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
federal agency, instrumentality, or entity; or (d) Electronic Funds 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 15.
Lender may return any payment or partial payment if the payment or partial payments are insufficient to
bring the Loan current. Lender may accept any payment or partial payment insufficient to bring the Loan
current, without waiver of any rights hereunder or prejudice to its rights to refuse such payment or partial
payments in the future, but Lender is not obligated to apply such payments at the time such payments are
accepted. If each Periodic Payment is applied as of its scheduled due date, then Lender need not pay
interest on unapplied funds. Lender may hold such unapplied funds until Borrower makes payment to bring
the Loan current. If Borrower does not do so within a reasonable period of time, Lender shall either apply
such funds or return them to Borrower. If not applied earlier, such funds will be applied to the outstanding
principal balance under the Note immediately prior to foreclosure. No offset or claim which Borrower
might have now or in the future against Lender shall relieve Borrower from making payments due under
the Note and this Security Instrument or performing the covenants and agreements secured by this Security
Instrument.
       2. Application of Payments or Proceeds. Except as otherwise described in this Section 2, all
 payments accepted and applied bi Lender shall be applied in the following order of priority: (a) interest
due under the Note; (b) princi        due under the Note; (c) amounts due under Section 3. Such payments
shall be applied to each Perior   c Payment in the order in which it became due. Any remaining amounts
shall be applied first to late charges, second to any other amounts due under this Security Instrument, and
then to reduce the principal balance of the Note.
       If Lender receives a payment from Borrower for a delinquent Periodic Payment which includes a
sufficient amount to pay any late charge due, the payment may be applied to the delinquent payment and
 the late charge. If more than one Periodic Payment is outstanding, Lender may apply any payment received
from Borrower to the repayment of the Periodic Payments if, and to the extent that, each payment can be
 paid in full. To the extent that any excess exists after the payment is applied to the full payment of one or
more Periodic Payments, such excess may be applied to any late charges due. Voluntary prepayments shall
 be applied first to any prepayment charges and then as described in the Note.
       Any application of payments, insurance proceeds, or Miscellaneous Proceeds to principal due under
 the Note shall not extend or postpone the due date, or change the amount, of the Periodic Payments.
                                                                                              925000141013

     -6A(T X) (0411)                              Page 0 of 16                               Form 3044 1/01
      3. Funds for Escrow Items. Borrower shall pay to Lender on the day Periodic Payments are due
under the Note, until the Note is paid in full, a sum (the "Funds") to provide for payment of amounts due
for: (a) taxes and assessments and other items which can attain priority over this Security Instrument as a
lien or encumbrance on the Property; (b) leasehold payments or ground rents on the Property, if any; (c)
premiums for any and all insurance required by Lender under Section 5; and (d) Mortgage Insurance
premiums, if any, or any sums payable by Borrower to Lender in lieu of the payment of Mortgage
Insurance premiums in accordance with the provisions of Section 10. These items are called "Escrow
Items." At origination or at any time during the term of the Loan, Lender may require that Community
Association Dues, Fees, and Assessments, if any, be escrowed by Borrower, and such dues, fees and
assessments shall be an Escrow Item. Borrower shall promptly furnish to Lender all notices of amounts to
be paid under this Section. Borrower shall pay Lender the Funds for Escrow Items unless Lender waives
Borrower's obligation to pay the Funds for any or all Escrow Items. Lender may waive Borrower's
obligation to pay to Lender Funds for any or all Escrow Items at any time. Any such waiver may only be
in writing. In the event of such waiver, Borrower shall pay directly, when and where payable, the amounts
due for any Escrow Items for which payment of Funds has been waived by Lender and, if Lender requires,
shall furnish to Lender receipts evidencing such payment within such time period as Lender may require.
Borrower's obligation to make such payments and to provide receipts shall for all purposes be deemed to
be a covenant and agreement contained in this Security Instrument, as the phrase "covenant and agreement"
is used in Section 9. If Borrower is obligated to pay Escrow Items directly, pursuant to a waiver, and
Borrower fails to pay the amount due for an Escrow Item, Lender may exercise its rights under Section 9
and pay such amount and Borrower shall then be obligated under Section 9 to repay to Lender any such
amount. Lender may revoke the waiver as to any or all Escrow Items at any time by a notice given in
accordance with Section 15 and, upon such revocation, Borrower shall pay to Lender all Funds, and in
such amounts, that are then required under this Section 3.
      Lender may, at any time, collect and hold Funds in an amount (a) sufficient to permit Lender to apply
the Funds at the time specified under RESPA, and (b) not to exceed the maximum amount a lender can
require under RESPA. Lender shall estimate the amount of Funds due on the basis of current data and
reasonable estimates of expenditures of future Escrow Items or otherwise in accordance with Applicable
Law.
      The Funds shall be held in an institution whose deposits are insured by a 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 shall apply the Funds to pay the Escrow Items no later than the time
specified under RESPA. Lender shall not charge Borrower for holding and applying the Funds, annually
analyzing the escrow account, or verifying the Fcrrow Items, unless Lender pays Borrower interest on the
Funds and Applicable Law permits Lender to make such a charge. Unless an agreement is made in writing
or Applicable Law requires interest to be paid on the Funds, Lender shall not be required to pay Borrower
any interest or earnings on the Funds. Borrower and Lender can agree in writing, however, that interest
shall be paid on the Funds. Lender shall give to Borrower, without charge, an annual accounting of the
Funds as required by RESPA.
      If there is a surplus of Funds held in escrow, as defined under RESPA, Lender shall account to
Borrower for the excess funds in accordance with RESPA. If there is a shortage of Funds held in escrow,
as defined under RESPA, Lender shall notify Borrower as required by RESPA, and Borrower shall pay to
Lender the amount necessary to make up the shortage in accordance with RESPA, but in no more than 12
monthly payments. If there is a deficiency of Funds held in escrow, as defined under RESPA, Lender shall
notify Borrower as required by RESPA, and Borrower shall pay to Lender the amount necessary to make
up the deficiency in accordance with RESPA, but in no more than 12 monthly payments.
      Upon payment in full of all sums secured by this Security Instrument, Lender shall promptly refund
to Borrower any Funds held by Lender.
      4. Charges; Liens. Borrower shall pay all taxes, assessments, charges, fines, and impositions
attributable to the Property which can attain priority over this Security Instrument, leasehold payments or
ground rents on the Property, if any, and Community Association Dues, Fees, and Assessments, if any. To
the extent that these items are Escrow Items, Borrower shall pay them in the manner provided in Section 3.

                                                                                            925000141013

et
                                                                          "
     -6A(Tx)   (0411)                             Page 5 of 16          Initial              Form 3044 1/01

                                                                               4
      Borrower shall promptly discharge any lien which has priority over this Security Instrument unless
Borrower: (a) 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 such agreement; (b) contests the lien in good faith
by, or defends against enforcement of the lien in, legal proceedings which in Lender's opinion operate to
prevent the enforcement of the lien while those proceedings are pending, but only until such proceedings
are concluded; or (c) secures from the holder of the lien an agreement satisfactory to Lender subordinating
the lien to this Security Instrument. If Lender determines that any part of the Property is subject to a lien
which can attain priority over this Security Instrument, Lender may give Borrower a notice identifying the
lien. Within 10 days of the date on which that notice is given, Borrower shall satisfy the lien or take one or
more of the actions set forth above in this Section 4.
      Lender may require Borrower to pay a one-time charge for a real estate tax verification and/or
reporting service used by Lender in connection with this Loan.
      5. Property Insurance. Borrower shall keep the improvements now existing or hereafter 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 and floods, for which Lender requires insurance.
This insurance shall be maintained 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. The insurance carrier providing the insurance shall be chosen by Borrower subject to Lender's
right to disapprove Borrower's choice, which right shall not be exercised unreasonably. Lender may
require Borrower to pay, in connection with this Loan, 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 which
reasonably might affect such determination or certification. Borrower shall also be responsible for the
payment of any fees imposed by the Federal Emergency Management Agency in connection with the
review of any flood zone determination resulting from an objection by Borrower.
      If Borrower fails to maintain any of the coverages described above, Lender may obtain insurance
coverage, at Lender's option and Borrower's expense. Lender is under no obligation to purchase any
particular type or amount of coverage. Therefore, such coverage shall cover Lender, but might or 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. Borrower
acknowledges that the cost of the insurance coverage so obtained might significantly exceed the cost of
insurance that Borrower could have obtained. Any amounts disbursed by Lender under this Section 5 shall
become additional debt of Borrower secured by this Security Instrument. These amounts shall bear interest
at the Note rate from the date of disbursement and shall be payable, with such interest, upon notice from
Lender to Borrower requesting payment.
      All insurance policies required by Lender and renewals of such policies shall be subject to Lender's
right to disapprove such policies, shall include a standard mortgage clause, and shall name Lender as
mortgagee and/or as an additional loss payee. Lender shall have the right to hold the policies and renewal
certificates. If Lender requires, Borrower shall promptly give to Lender all receipts 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 shall include a standard mortgage clause and
shall name Lender as mortgagee and/or as an additional loss payee.
      In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender
may make proof of loss if not made promptly by Borrower. Unless Lender and Borrower otherwise agree
in writing, any insurance proceeds, whether or not the underlying insurance was required by Lender, shall
be applied to restoration or repair of the Property, if the restoration or repair is economically feasible and
Lender's security is not lessened. During such repair and restoration period, Lender shall 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, provided that such inspection shall 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. Unless an agreement is made in writing or Applicable Law
requires interest to be paid on such insurance proceeds, Lender shall not be required to pay Borrower any

                                                                                            925000141013
     -6A(TX)   (0911)                             Page 6 of 16          Initia               Form 3044 1/01
interest or earnings on such proceeds. Fees for public adjusters, or other third parties, retained by
Borrower shall not be paid out of the insurance proceeds and shall be the sole obligation of Borrower. If
the restoration or repair is not economically feasible or Lender's security would be lessened, the insurance
proceeds shall 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 shall be applied in the order provided for in
Section 2.
      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 22 or otherwise, Borrower hereby assigns to Lender (a) Borrower's rights to any insurance
proceeds in an amount not to exceed the amounts unpaid under the Note or this Security Instrument, and
(b) 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, insofar as such rights are applicable to the
coverage of the Property. Lender may use the insurance proceeds either to repair or restore the Property or
to pay amounts unpaid under the Note or this Security Instrument, whether or not then due.
      6. Occupancy. Borrower shall occupy, establish, and use the Property as Borrower's principal
residence within 60 days after the execution of this Security Instrument and shall 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 shall not be unreasonably withheld, or unless extenuating
circumstances exist which are beyond Borrower's control.
      7. Preservation, Maintenance and Protection of the Property; Inspections. Borrower shall 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 shall maintain the Property in
order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless it is
determined pursuant to Section 5 that repair or restoration is not economically feasible, Borrower shall
promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or
condemnation proceeds are paid in connection with damage to, or the taking of, the Property, Borrower
shall 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. If the insurance or condemnation proceeds are not sufficient
to repair or restore the Property, Borrower is not relieved of Borrower's obligation for the completion of
such repair or restoration.
      Lender or its agent may make reasonable entries upon and inspections of the Property. If it has
reasonable cause, Lender may inspect the interior of the improvements on the Property. Lender shall give
Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause.
      8. Borrower's Loan Application. Borrower shall be in default if, during the Loan application
process, Borrower or any persons or entities acting at the direction of Borrower 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. Material
representations include, but are not limited to, representations concerning Borrower's occupancy of the
Property as Borrower's principal residence.
      9. Protection of' Lender's Interest in the Property and Rights Under this Security Instrument. If
(a) Borrower fails to perform the covenants and agreements contained in this Security Instrument, (b) there
is a legal proceeding 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 which may attain priority over this Security Instrument or to enforce laws or
regulations), or (c) 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 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 can include, but are not limited to: (a) paying any sums secured by a lien
which has priority over this Security Instrument; (b) appearing in court; and (c) paying reasonable
                                                                                          925000141013
4114 -6A(TX) (0411)                              Page 7 of 16          inrtiai             Form 3044 1/01
attorneys' fees to protect its 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,
entering the Property to make repairs, change locks, replace or board up doors and windows, drain water
from pipes, eliminate building or other code violations or dangerous conditions, and have utilities turned
on or off. Although Lender may take action under this Section 9, Lender does not have to do so and is not
under any duty or obligation to do so. It is agreed that Lender incurs no liability for not taking any or all
actions authorized under this Section 9.
      Any amounts disbursed by Lender under this Section 9 shall become additional debt of Borrower
secured by this Security Instrument. These amounts shall bear interest at the Note rate from the date of
disbursement and shall be payable, with such interest, upon notice from Lender to Borrower requesting
payment.
      If this Security Instrument is on a leasehold, Borrower shall comply with all the provisions of the
lease. If Borrower acquires fee title to the Property, the leasehold and the fee title shall not merge unless
Lender agrees to the merger in writing.
      10. Mortgage Insurance. If Lender required Mortgage Insurance as a condition of making the Loan,
Borrower shall pay the premiums required to maintain the Mortgage Insurance in effect. If, for any reason,
the Mortgage Insurance coverage required by Lender ceases to be available from the mortgage insurer that
previously provided such insurance and Borrower was required to make separately designated payments
toward the premiums for Mortgage Insurance, Borrower shall 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 shall 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 shall be
non-refundable, notwithstanding the fact that the Loan is ultimately paid in full, and Lender shall not be
required to pay Borrower any interest or earnings on such loss reserve. Lender can 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 shall 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 10 affects Borrower's obligation to pay interest at the rate provided in the Note.
      Mortgage Insurance reimburses Lender (or any entity that purchases the Note) for certain losses it
 may incur if Borrower does not repay the Loan as agreed Borrower is not a party to the Mortgage
Insurance.
      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
are on terms and conditions that are satisfactory to the mortgage insurer and the other party (or parties) to
 these agreements. 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, any purchaser of the Note, 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. If such agreement
 provides that an affiliate of Lender takes a share of the insurer's risk in exchange for a share of the
 premiums paid to the insurer, the arrangement is often termed "captive reinsurance." Further:
      (a) Any such agreements will not affect the amounts that Borrower has agreed to pay for
Mortgage Insurance, or any other terms of the Loan. Such agreements will not increase the amount
 Borrower will owe for Mortgage Insurance, and they will not entitle Borrower to any refund.
                                                                                               925000141013

CZ) -6A(TX) (0411)                                 Page 8 of 16          moat__              Form 3044 1/01
      (b) Any such agreements will not affect the rights Borrower has - if any - with respect to the
Mortgage Insurance under the Homeowners Protection Act of 1998 or any other law. These rights
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.
      11. Assignment of Miscellaneous Proceeds; Forfeiture. All Miscellaneous Proceeds are hereby
assigned to and shall be paid to Lender.
      If the Property is damaged, such Miscellaneous Proceeds shall be applied to restoration or repair of
the Property, if the restoration or repair is economically feasible and Lender's security is not lessened.
During such repair and restoration period, Lender shall have the right to hold such Miscellaneous Proceeds
until Lender has had an opportunity to inspect such Property to ensure the work has been completed to
Lender's satisfaction, provided that such inspection shall 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. Unless an agreement is made in writing or Applicable Law requires interest to be paid on such
Miscellaneous Proceeds, Lender shall not be required to pay Borrower any interest or earnings on such
Miscellaneous Proceeds. If the restoration or repair is not economically feasible or Lender's security would
be lessened, the Miscellaneous Proceeds shall 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 shall be
applied in the order provided for in Section 2.
      In the event of a total taking, destruction, or loss in value of the Property, the Miscellaneous
Proceeds shall 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 in which the fair market
value of the Property immediately before the partial taking, destruction, or loss in value is equal to or
greater than the amount of the sums secured by this Security Instrument immediately before the partial
taking, destruction, or loss in value, unless Borrower and Lender otherwise agree in writing, the sums
secured by this Security Instrument shall be reduced by the amount of the Miscellaneous Proceeds
multiplied by the following fraction: (a) the total amount of the sums secured immediately before the
partial taking, destruction, or loss in value divided by (b) the fair market value of the Property
immediately before the partial taking, destruction, or loss in value. Any balance shall be paid to Borrower.
      In the event of a partial taking, destruction, or loss in value of the Property in which the fair market
value of the Property immediately before the partial taking, destruction, or loss in value is less than the
amount of the sums secured immediately before the partial taking, destruction, or loss in value, unless
Borrower and Lender otherwise agree in writing, the Miscellaneous Proceeds shall be applied to the sums
secured by this Security Instrument whether or not the sums are then due.
      If the Property is abandoned by Borrower, or if, after notice by Lender to Borrower that the
Opposing Party (as defined in the next sentence) offers to make an award to settle a claim for damages,
Borrower fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized
to collect and apply the Miscellaneous Proceeds either to restoration or repair of the Property or to the
sums secured by this Security Instrument, whether or not then due. "Opposing Party" means the third party
that owes Borrower Miscellaneous Proceeds or the party against whom Borrower has a right of action in
regard to Miscellaneous Proceeds.
      Borrower shall be in default if any action or proceeding, whether civil or criminal, is begun 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 19, 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. The proceeds of
any award or claim for damages that are attributable to the impairment of Lender's interest in the Property
are hereby assigned and shall be paid to Lender.
      All Miscellaneous Proceeds that are not applied to restoration or repair of the Property shall be
applied in the order provided for in Section 2.
                                                                                            925000141013

     -6A(TX)   (0411)                             Page 9 of 16                               Form 3044 '1/01
      12. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time for
payment or modification of amortization of the sums secured by this Security Instrument granted by Lender
to Borrower or any Successor in Interest of Borrower shall not operate to release the liability of Borrower
or any Successors in Interest of Borrower. Lender shall 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, shall not be a waiver of or
preclude the exercise of any right or remedy.
      13. Joint and Several Liability; Co-signers; Successors and Assigns Bound. Borrower covenants
and agrees that Borrower's obligations and liability shall be Joint and several. However, any Borrower who
co-signs this Security Instrument but does not execute the Note (a "co-signer"): (a) is co-signing this
Security Instrument only to mortgage, grant and convey the co-signer's interest in the Property under the
terms of this Security Instrument; (b) is not personally obligated to pay the sums secured by this Security
Instrument; and (c) agrees that Lender and any other Borrower can agree to extend, modify. forbear or
make any accommodations with regard to the terms of this Security Instrument or the Note without the
co-signer's consent.
      Subject to the provisions of Section 18, any Successor in Interest of Borrower who assumes
Borrower's obligations under this Security Instrument in writing, and is approved by Lender, shall obtain
all of Borrower's rights and benefits under this Security Instrument. Borrower shall not be released from
Borrower's obligations and liability under this Security Instrument unless Lender agrees to such release in
writing. The covenants and agreements of this Security Instrument shall bind (except as provided in
Section 20) and benefit the successors and assigns of Lender.
      19. Loan Charges. Lender may charge Borrower fees for services performed in connection with
Borrower's default, for the purpose of protecting Lender's interest in the Property and rights under this
Security Instrument, including, but not limited to, attorneys' fees, property inspection and valuation fees.
In regard to any other fees, the absence of express authority in this Security Instrument to charge a specific
fee to Borrower shall 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.
      If the Loan is subject to a law which 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 shall be reduced by the amount necessary to reduce the
charge to the permitted limit; and (b) 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). 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.
      15. Notices. All notices given by Borrower or Lender in connection with this Security Instrument
must be in writing. Any notice to Borrower in connection with this Security Instrument shall be deemed to
have been given to Borrower when mailed by first class mail or when actually delivered to Borrower's
notice address if sent by other means. Notice to any one Borrower shall constitute notice to all Borrowers
unless Applicable Law expressly requires otherwise. The notice address shall be the Property Address
unless Borrower has designated a substitute notice address by notice to Lender. Borrower shall promptly
 notify Lender of Borrower's change of address. If Lender specifies a procedure for reporting Borrower's
change of address, then Borrower shall only report a change of address through that specified procedure.
There may be only one designated notice address under this Security Instrument at any one time. Any
 notice to Lender shall be given by delivering it or by mailing it by first class mail to Lender's address
stated herein unless Lender has designated another address by notice to Borrower. Any notice in
connection with this Security Instrument shall not be deemed to have been given to Lender until actually

                                                                                            925000141013

et-6A(T)0    (0411)                               Page 10 of 16         Initials.            Form 3044 1/01
received by Lender. If any notice required by this Security Instrument is also required under Applicable
Law, the Applicable Law requirement will satisfy the corresponding requirement under this Security
Instrument.
      16. Governing Law; Severability; Rules of Construction. This Security Instrument shall be
governed by federal law and the law of the jurisdiction in which the Property is located. All rights and
obligations contained in this Securi Instrument are subject to any requirements and limitations of
Applicable Law. Applicable Law might explicitly or implicitly allow the parties to agree by contract or it
might be silent, but such silence sha I not be construed as a prohibition against agreement by contract. In
the event that any provision or clause of this Security Instrument or the Note conflicts with Applicable
Law, such conflict shall not affect other provisions of this Security Instrument or the Note which can be
given effect without the conflicting provision.
      As used in this Security Instrument: (a) words of the masculine gender shall mean and include
corresponding neuter words or words of the feminine gender; (b) words in the singular shall mean and
include the plural and vice versa; and (c) the word "may" gives sole discretion without any obligation to
take any action.
      17. Borrower's Copy. Borrower shall be given one copy of the Note and of this Security Instrument.
      18. Transfer of the Property or a Beneficial Interest in Borrower. As used in this Section 18,
"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 at a future date to a purchaser.
      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, this option shall not be exercised by Lender if such exercise is prohibited by
Applicable Law.
      If Lender exercises this option, Lender shall give Borrower notice of acceleration. The notice shall
provide a period of not less than 30 days from the date the notice is given in accordance with Section 15
within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay
these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this
Security Instrument without further notice or demand on Borrower.
      19. Borrower's Right to Reinstate After Acceleration. If Borrower meets certain conditions,
Borrower shall have the right to have enforcement of this Security Instrument discontinued at any time
prior to the earliest of: (a) five days before sale of the Property pursuant to any power of sale contained in
this Security Instrument; (b) such other period as Applicable Law might specify for the termination of
Borrower's right to reinstate; or (c) entry of a judgment enforcing this Security Instrument. Those
conditions are that Borrower: (a) pays Lender all sums which then would be due under this Security
Instrument and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or
agreements; (c) pays all expenses incurred in enforcing this Security Instrument, including, but not limited
to, reasonable attorneys fees, property inspection and valuation fees, and other fees incurred for the
purpose of protecting Lender's interest in the Property and rights under this Security Instrument; and (d)
takes such action as Lender may reasonably require to assure that Lender's interest in the Property and
rights under this Security Instrument, and Borrower's obligation to pay the sums secured by this Security
Instrument, shall 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: (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 federal agency, instrumentality or entity; or (d) Electronic
Funds Transfer. Upon reinstatement by Borrower, this Security Instrument and obligations secured hereby
shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not
apply in the case of acceleration under Section 18.
      20. Sale of Note; Change of Loan Servicer; Notice of Grievance. The Note or a partial interest in
the Note (together with this Security Instrument) can be sold one or more times without prior notice to
Borrower. A sale might result in a change in the entity (known as the "Loan Servicer") that collects
Periodic Payments due under the Note and this Security Instrument and performs other mortgage loan
                                                                                              925000141013

et   -6A(Tx) (0411)                               Page 11 of 16         Initials:            Form 3044 1/01
servicing obligations under the Note, this Security Instrument, and Applicable Law. There also might be
one or more changes of the Loan Servicer unrelated to a sale of the Note. 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. If the Note is sold and thereafter the Loan is
serviced by a Loan Servicer other than the purchaser of the Note, the mortgage loan servicing obligations
to Borrower will remain with the Loan Servicer or be transferred to a successor Loan Servicer and are not
assumed by the Note purchaser unless otherwise provided by the Note purchaser.
      Neither Borrower nor Lender may commence, join, or be joined to any judicial action (as either an
individual litigant or the member of a class) that arises from the other party's actions pursuant to this
Security Instrument or that alleges that the other party has breached any provision of, or any duty owed by
reason of, this Security Instrument, until such Borrower or Lender has notified the other party (with such
notice given in compliance with the requirements of Section 15) of such alleged breach and afforded the
other party hereto a reasonable period after the giving of such notice to take corrective action. If
Applicable Law provides a time period which must elapse before certain action can be taken, that time
period will be deemed to be reasonable for purposes of this paragraph. The notice of acceleration and
opportunity to cure given to Borrower pursuant to Section 22 and the notice of acceleration given to
Borrower pursuant to Section 18 shall be deemed to satisfy the notice and opportunity to take corrective
action provisions of this Section 20.
      21. Hazardous Substances. As used in this Section 21: (a) "Hazardous Substances" are those
substances defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law and the
following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides
and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials;
(b) "Environmental Law" means federal laws and laws of the jurisdiction where the Property is located that
relate to health, safety or environmental protection; (c) "Environmental Cleanup" includes any response
action, remedial action, or removal action, as defined in Environmental Law; and (d) an "Environmental
Condition" means a condition that can cause, contribute to, or otherwise trigger an Environmental
Cleanup.
      Borrower shall 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 shall not do,
nor allow anyone else to do, anything affecting the Property (a) that is in violation of any Environmental
Law, (b) which creates an Environmental Condition, or (c) which, due to the presence, use, or release of a
Hazardous Substance, creates a condition that adversely affects the value of the Property. The preceding
two sentences shall 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).
      Borrower shall promptly give Lender written notice of (a) 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, (b) any
Environmental Condition, including but not limited to, any spilling, leaking, discharge, release or threat of
release of any Hazardous Substance, and (c) any condition caused by the presence, use or release of a
Hazardous Substance which 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 affectmg the Property is necessary, Borrower shall promptly take all necessary
remedial actions in accordance with Environmental Law. Nothing herein shall create any obligation on
Lender for an Environmental Cleanup.




                                                                                           925000141013

Ca -6A(TX) (0411)                                Page 12 of 16         lnitia     al        Form 3044 1/01
      NON-UNIFORM COVENANTS. Borrower and Lender further covenant and agree as follows:
      22. Acceleration; Remedies. Lender shall give notice to Borrower prior to acceleration following
Borrower's breach of any covenant or agreement in this Security Instrument (but not prior to
acceleration under Section 18 unless Applicable Law provides otherwise). The notice shall specify: (a)
the default; (b) the action required to cure the default; (c) a date, not less than 30 days from the date
the notice is given to Borrower, by which the default must be cured; and (d) that failure to cure the
default on or before the date specified in the notice will result in acceleration of the sums secured by
this Security Instrument and sale of the Property. The notice shall further inform Borrower of the
right to reinstate after acceleration and the right to bring a court action to assert the non-existence of
a default or any other defense of Borrower to acceleration and sale. If the default is not cured on or
before the date specified in the notice, Lender at its option 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 shall be entitled to collect all
expenses incurred in pursuing the remedies provided in this Section 22, including, but not limited to,
reasonable attorneys' fees and costs of title evidence. For the purposes of this Section 22, the term
"Lender" includes any holder of the Note who is entitled to receive payments under the Note.
      If Lender invokes the power of sale, Lender or Trustee shall give notice of the time, place and
terms of sale by posting and filing the notice at least 21 days prior to sale as provided by Applicable
Law. Lender shall mall a copy of the notice to Borrower in the manner prescribed by Applicable
Law. Sale shall be made at public venue. The sale must begin at the time stated in the notice of sale
or not later than three hours after that time and between the hours of 10 a.m. and 4 p.m. on the first
Tuesday of the month. Borrower authorizes Trustee to sell the property to the highest bidder for cash
in one or more parcels and in any order Trustee determines. Lender or its designee may purchase the
Property at any sale.
      Trustee shall deliver to the purchaser Trustee's deed conveying indefeasible tide to the Property
with covenants of general warranty from Borrower. Borrower covenants and agrees to defend
generally the purchaser's title to the Property against all claims and demands. The recitals in the
Trustee's deed shall be prima fade evidence of the truth of the statements made therein. Trustee shall
apply the proceeds of the sale in the following order: (a) to all expenses of the sale, including, but not
limited to, reasonable Trustee's and attorneys' fees; (b) to all sums secured by this Security
Instrument; and (c) any excess to the person or persons legally entitled to it.
      If the Property is sold pursuant to this Section 22, Borrower or any person holding possession of
the Property through Borrower shall immediately surrender possession of the Property to the
purchaser at that sale. If possession is not surrendered, Borrower or such person shall be a tenant at
sufferance and may be removed by writ of possession or other court proceeding.
      23. Release. Upon payment of all sums secured by this Security Instrument, Lender shall provide a
release of this Security Instrument to Borrower or Borrower's designated agent in accordance with
Applicable Law. Borrower shall pay any recordation costs. 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.
      24. Substitute Trustee; Trustee Liability. All rights, remedies and duties of Trustee under this
Security Instrument may be exercised or performed by one or more trustees acting alone or together.
Lender, at its option and with or without cause, may from time to time, by power of attorney or otherwise,
remove or substitute any trustee, add one or more trustees, or appoint a successor trustee to any Trustee
without the necessity of any formality other than a designation by Lender in writing. Without any further
act or conveyance of the Property the substitute, additional or successor trustee shall become vested with
the title, rights, remedies, powers and duties conferred upon Trustee herein and by Applicable Law.


                                                                                            925000141013
©-6A(TX) (0411)                                   Page 13 of 16         Initials             Form 3044 1/01
      Trustee shall not be liable if acting upon any notice, request, consent, demand, statement or other
document believed by Trustee to be correct. Trustee shall not be liable for any act or omission unless such
act or omission is willful.
      25. Subrogation. Any of the proceeds of the Note used to take up outstanding liens against all or any
part of the Property have been advanced by Lender at Borrower's request and upon Borrower's
representation that such amounts are due and are secured by valid liens against the Property. Lender shall
be subrogated to any and all rights, superior titles, liens and equities owned or claimed by any owner or
holder of any outstanding liens and debts, regardless of whether said liens or debts are acquired by Lender
by assignment or are released by the holder thereof upon payment.
      26. Partial Invalidity. In the event any portion of the sums intended to be secured by this Security
Instrument cannot be lawfully secured hereby, payments in reduction of such sums shall be applied first to
those portions not secured hereby.
      27. Purchase Money; Owelty of Partition; Renewal and Extension of Liens Against Homestead
Property; Acknowledgment of Cash Advanced Against Non-Homestead Property. Check box as
applicable:

Lid Purchase Money.
      The funds advanced to Borrower under the Note were used to pay all or part of the purchase price of
the Property. The Note also is primarily secured by the vendor's lien retained in the deed of even date with
this Security Instrument conveying the Property to Borrower, which vendor's lien has been assigned to
Lender, this Security Instrument being additional security for such vendor's lien.

 I I Owelty of Partition.
      The Note represents funds advanced by Lender at the special instance and request of Borrower for the
purpose of acquiring the entire fee simple title to the Property and the existence of an owelty of partition
imposed against the entirety of the Property by a court order or by a written agreement of the parties to the
partition to secure the payment of the Note is expressly acknowledged, confessed and granted.

 I 1 Renewal and Extension of Liens Against Homestead Property.
     The Note is in renewal and extension, but not in extinguishment, of the indebtedness described on the
attached Renewal and Extension Exhibit which is incorporated by reference. Lender is expressly
subrogated to all rights, liens and remedies securing the original holder of a note evidencing Borrower's
indebtedness and the original liens securing the indebtedness are renewed and extended to the date of
maturity of the Note in renewal and extension of the indebtedness.

 I 1 Acknowledgment of Cash Advanced Against Non-Homestead Property.
      The Note represents funds advanced to Borrower on this day at Borrower's request and Borrower
acknowledges receipt of such funds. Borrower states that Borrower does not now and does not intend ever
to reside on, use in any manner, or claim the Property secured by this Security Instrument as a business or
residential homestead. Borrower disclaims all homestead rights, interests and exemptions related to the
Property.
      28. Loan Not a Home Equity Loan. The Loan evidenced by the Note is not an extension of credit
as defined by Section 50(a)(6) or Section 50(a)(7), Article XVI, of the Texas Constitution. If the
Property is used as Borrower's residence, then Borrower agrees that Borrower will receive no cash
from the Loan evidenced by the Note and that any advances not necessary to purchase the Property,
extinguish an owelty lien, complete construction, or renew and extend a prior lien against the


                                                                                           925000141013

     -6A(TX) (0411)                              Page 14 of 16          Ink                 Form 3044 1/01
Property, will be used to reduce the balance evidenced by the Note or such Loan will be modified to
evidence the correct Loan balance, at Lender's option. Borrower agrees to execute any
documentation necessary to comply with this Section 28.
     BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in this
Security Instrument and in any Rider executed by Borrower and recorded with it.

Witnesses:


                                                             tczai Ythici
                                                     LUCILLE W. ALLEN
                                                                                             (Seal)
                                                                                           -Borrower




                                                                                             (Seal)
                                                                                           -Borrower




                                           (Seal)                                            (Seal)
                                         -Borrower                                         -Borrower




                                           (Seal)                                            (Seal)
                                         -Borrower                                         -Borrower




                                           (Seal)                                            (Seal)
                                         -Borrower                                         -Borrower




                                                                                  925000141013
Ct-6A(TX) (0411)                             Page 15 of 16                         Form 3044 1/01
STATE OF TEXAS
County of    Bexar

   Before me       a Notary Public                                                             on this day personally appeared
LUCILLE W. ALLEN AND DOUt3LAS ALLEN

known to me (or proved to me on the oath of
or through                                        ) to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he/she/they executed the same for the purposes and
consideration therein expressed.

     Given under my hand and seal of office this                              day of MARCEI                   , 2005     .

(Seal)

                          AUTUMN COOKE
                         !Wan; Put   rt. Stat, .t•Texas
                                      P g. I t
                                                    31.2009
                     My Corr




My Commission Expires. t /3i




                                                                                                            925000141013
CZ% -6A(TX) (0411)                                            Page 16 of 16       Initials:,    ifi /47      Form 3044 1/01
           PLANNED UNIT DEVELOPMENT RIDER
    THIS PLANNED UNIT DEVELOPMENT RIDER is made this 11TH                           day of
MARCH          , 2005 , and is incorporated into and shall be deemed to amend and
supplement the Mortgage, Deed of Trust, or Security Deed (the "Security Instrument") of the
same date, given by the undersigned (the "Borrower") to secure Borrower's Note to
FREMCNT INVESTMENT & LOAN

(the "Lender") of the same date and covering the Property described in the Security
Instrument and located at:

                   8118 MANDERLY PL., SAN ANTONIO, TEXAS 78109
                                    [Property Address]
The Property includes, but is not limited to, a parcel of land improved with a dwelling,
together with other such parcels and certain common areas and facilities, as described in
4195/1325, REAL PROPERTY RECORDS OF MAR COLINTY, TEXAS


(the "Declaration"). The Property is a part of a planned unit development known as

                                NORTHADIPTCN, UNIT 1
                            [Name of Planned Unit Development]

(the "PUD"). The Property also includes Borrower's interest in the homeowners association or
equivalent entity owning or managing the common areas and facilities of the PUD (the
"Owners Association") and the uses, benefits and proceeds of Borrower's interest.
     PUD COVENANTS. In addition to the covenants and agreements made in the Security
Instrument, Borrower and Lender further covenant and agree as follows:
     A. PUD Obligations. Borrower shall perform all of Borrower's obligations under the PUD's
Constituent Documents. The "Constituent Documents" are the (i) Declaration; (ii) articles of
incorporation, trust instrument or any equivalent document which creates the Owners
Association; and (iii) any by-laws or other rules or regulations of the Owners Association.
Borrower shall promptly pay, when due, all dues and assessments imposed pursuant to the
Constituent Documents.




                                                                             925000141013

MULTISTATE PUD RIDER - Single Family - Fannie Mae/Freddie Mac UNIFORM INSTRUMENT
Form 3150 1/01                       Page 1 of 3
Cit-7R (0411)      VMP Mortgage Solutions, Inc. (800)521-7291        Initials: t




                                                                                                •
     B. Property Insurance. So long as the Owners Association maintains, with a generally
accepted insurance carrier, a "master" or "blanket" policy insuring the Property which is
satisfactory to Lender and which provides insurance coverage in the amounts (including
deductible levels), for the periods, and against loss by fire, hazards included within the term
"extended coverage," and any other hazards, including, but not limited to, earthquakes and
floods, for which Lender requires insurance, then: (i) Lender waives the provision in Section 3
for the Periodic Payment to Lender of the yearly premium installments for property insurance
on the Property; and (ii) Borrower's obligation under Section 5 to maintain property insurance
coverage on the Property is deemed satisfied to the extent that the required coverage is
provided by the Owners Association policy.
      What Lender requires as a condition of this waiver can change during the term of the
loan.
      Borrower shall give Lender prompt notice of any lapse in required property insurance
coverage provided by the master or blanket policy.
     In the event of a distribution of property insurance proceeds in lieu of restoration or
repair following a loss to the Property, or to common areas and facilities of the PUD, any
proceeds payable to Borrower are hereby assigned and shall be paid to Lender. Lender shall
apply the proceeds to the sums secured by the Security Instrument, whether or not then due,
with the excess, if any, paid to Borrower.
      C. Public Liability Insurance. Borrower shall take such actions as may be reasonable to
insure that the Owners Association maintains a public liability insurance policy acceptable in
form, amount, and extent of coverage to Lender.
      D. Condemnation. The proceeds of any award or claim for damages, direct or
consequential, payable to Borrower in connection with any condemnation or other taking of all
or any part of the Property or the common areas and facilities of the PUD, or for any
conveyance in lieu of condemnation, are hereby assigned and shall be paid to Lender. Such
proceeds shall be applied by Lender to the sums secured by the Security Instrument as
provided in Section 11.
      E. Lender's Prior Consent. Borrower shall not, except after notice to Lender and with
Lender's prior written consent, either partition or subdivide the Property or consent to: (i) the
abandonment or termination of the PUD, except for abandonment or termination required by
law in the case of substantial destruction by fire or other casualty or in the case of a taking
by condemnation or eminent domain; (ii) any amendment to any provision of the "Constituent
Documents" if the provision is for the express benefit of Lender; (iii) termination of
 professional management and assumption of self-management of the Owners Association; or
(iv) any action which would have the effect of rendering the public liability insurance coverage
maintained by the Owners Association unacceptable to Lender.
      F. Remedies. If Borrower does not pay PUD dues and assessments when due, then
Lender may pay them. Any amounts disbursed by Lender under this paragraph F shall become
additional debt of Borrower secured by the Security Instrument Unless Borrower and Lender
agree to other terms of payment, these amounts shall bear interest from the date of
disbursement at the Note rate and shall be payable, with interest, upon notice from Lender to
Borrower requesting payment.

                                                                                 925000141013

©-7R (0411)                               Page 2 of 3       Initials:          Form 3150 1/01
BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in
this PUD Rider.


                                    (Seal)                                      (Seal)
                                 -Borrower    DaAs ALLEN
                                              (                               Borrower




                                    (Seal)                                      (Seal)
                                 -Borrower                                    -Borrower




                                    (Seal)                                      (Seal)
                                  -Borrower                                   -Borrower




                                    (Seal)                                      (Seal)
                                  -Borrower                                   -Borrower




                                                                       925000141013

    -7R (0411)                        Page 3 of 3                     Form 3150 1/01

Return To:
FREMONT INVESTMENT & LOAN

1411 OPUS PLACE, SUITE 600
DOWNERS GROVE, IL 60515
                      ADJUSTABLE RATE RIDER
    THIS ADJUSTABLE RATE RIDER is made this 11Th day of MARCH                   , 2005
and is incorporated into and shall be deemed to amend and supplement the Mortgage, Deed
of Trust, or Security Deed (the "Security Instrument") of the same date given by the
undersigned (the "Borrower") to secure Borrower's Adjustable Rate Note (the "Note") to

FREMCNT INVESTMENT & WAN
(the "Lender") of the same date and covering the Property described in the Security
Instrument and located at:

                   8118 MANDERLY PL., SAN ANTCNIO, TEXAS 78109
                                      [Property Address]


       THIS NOTE CONTAINS PROVISIONS ALLOWING FOR CHANGES IN MY
       INTEREST RATE AND MY MONTHLY PAYMENT. INCREASES IN THE
       INTEREST RATE WILL RESULT IN HIGHER PAYMENTS. DECREASES IN THE
       INTEREST RATE WILL RESULT IN LOWER PAYMENTS.

    ADDITIONAL COVENANTS. In addition to the covenants and agreements made in the
Security Instrument, Borrower and Lender further covenant and agree as follows:

A. INTEREST RATE AND MONTHLY PAYMENT CHANGES
    The Note provides for an initial interest rate of   7.6500 %. The Note provides for
changes in the interest rate and the monthly payments, as follows:

4. INTEREST RATE AND MONTHLY PAYMENT CHANGES
     (A) Change Dates
     The interest rate I will pay may change on the 1ST     day of APRIL
2007 , and on that day every 6TH            month thereafter. Each date on which my interest
rate could change is called a "Change Date."

                                                                             925000141013

MULTISTATE ADJUSTABLE RATE RIDER - Single Family
1/01                            Page 1 of 5
  it-899R (0402)  VMP Mortgage Solutions, Inc. (800)521-7291                Initials:4 (4*
     (B) The Index
     Beginning with the first Change Date, my interest rate will be based on an Index. The
"Index" is: the average of interbank offered rates for six-month U.S. dollar-denominated deposits
in the London market ("LIBOR"), as published in The Wall Street Journal.

    The most recent Index figure available as of the date: I X I 45 days
before each Change Date is called the "Current Index."
    If the Index is no longer available, the Note Holder will choose a new Index that is based
upon comparable information. The Note Holder will give me notice of this choice

     (C) Calculation of Changes
     Before each Change Date, the Note Holder will calculate my new interest rate by adding
SIX & 99/100                                                percentage points ( 6.9900 %)
to the Current Index. The Note HiRlder will then round the result of this addition to the
                   I X Nearest        I Next Highest Next Lowest
one-eighth of one percentage point (0.125%). Subject to the limits stated in Section 4 (D)
below, this rounded amount will be my new interest rate until the next Change Date.
     The Note Holder will then determine the amount of the monthly payment that would be
sufficient to repay the unpaid principal I am expected to owe at the Change Date in full on the
maturity date at my new interest rate in substantially equal payments. The result of this
calculation will be the new amount of my monthly payment.

      Interest-Only Period
N/A   The "Interest-only Period" is the period from the date of this Note through
                             For the interest-only period, after calculating my new interest rate
as provided above, the Note Holder will then determine the amount of the monthly payment
that would be sufficient to pay the interest which accrues on the unpaid principal of my loan.
The result of this calculation will be the new amount of my monthly payment.
      The "Amortization Period" is the period after the interest-only period. For the
amortization period, after calculating my new interest rate as provided above, the Note Holder
will then determine the amount of the monthly payment that would be sufficient to repay the
unpaid principal that I am expected to owe at the Change Date in full on the Maturity Date at
my new interest rate in substantially equal payments. The result of this calculation will be the
new amount of my monthly payment.


                                                                                 925000141013
                                                            Initials:
Ct-899R (0402)                            Page 2 of 5
    (D) Limits on Interest Rate Changes
    (Please check appropriate boxes; if no box is checked, there will be no maximum limit on
changes.)

    I 1 (1) There will be no maximum limit on interest rate changes.
          (2) The interest rate I am required to pay at the first Change Date will not be greater
          than          10.6500 % or less than          7.6500 %.
          (3) My interest rate will never be increased or decreased on any single Change Date
          by more than Cl E & CVE-HALF           percentage points ( 1.5000 %) from the rate
          of interest I have been paying for the preceding period.
    I x 1 (4) My interest rate will never be greater than            14.6500 %, which is called
          the "Maximum Rate."
    ( XI (5) My interest rate will never be less than               7.6500%, which is called the
          "Minimum Rate."
      X (6) My interest rate will never be less than the initial interest rate.
    ( XI (7) The interest rate I am required to pay at the first Change Date will not be greater
          than                 10.6500 % or less than                      7.6500 %. Thereafter,
          my interest rate will never be increased or decreased on any single Change Date by
          more than ONE & CINE-HALF
          percentage points (                         1.5000 %) from the rate of interest I have
          been paying for the preceding period.

    (E) Effective Date of Changes
    My new interest rate will become effective on each Change Date. I will pay the amount
of my new monthly payment beginning on the first monthly payment date after the Change
Date until the amount of my monthly payment changes again.

     (F) Notice of Changes
     The Note Holder will deliver or mail to me a notice of any changes in my interest rate and
the amount of my monthly payment before the effective date of any change. The notice will
include information required by law to be given to me and also the title and telephone number
of a person who will answer any question I may have regarding the notice.


                                                                    dfma 925000141013
                                                            Initials:
et-899R (0402)                            Page 3 of 5




                                                                                                    •
B. TRANSFER OF THE PROPERTY OR A BENEFICIAL INTEREST IN BORROWER
Uniform Covenant 18 of the Security Instrument is amended to read as follows:

        Transfer of the Property or a Beneficial Interest in Borrower. As used in this
    Section 18, "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 at a future date to a
    purchaser.

         If all or any part of the Property or any Interest in the Property is sold or
    transferred (or if a 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, this option shall not be exercised by Lender if such exercise is prohibited
    by Applicable Law. Lender also shall not exercise this option if: (a) Borrower causes
    to be submitted to Lender information required by Lender to evaluate the intended
    transferee as if a new loan were being made to the transferee; and (b) Lender
    reasonably determines that Lender's security will not be impaired by the loan
    assumption and that the risk of a breach of any covenant or agreement in this
    Security Instrument is acceptable to Lender.

         To the extent permitted by Applicable Law, Lender may charge a reasonable fee
    as a condition to Lender's consent to the loan assumption. Lender also may require
    the transferee to sign an assumption agreement that is acceptable to Lender and that
    obligates the transferee to keep all the promises and agreements made in the Note
    and in this Security Instrument. Borrower will continue to be obligated under the
    Note and this Security Instrument unless Lender releases Borrower in writing.

          If Lender exercises the option to require immediate payment in full, Lender shall
    give Borrower notice of acceleration. The notice shall provide a period of not less
    than 30 days from the date the notice is given in accordance with Section 15 within
    which Borrower must pay all sums secured by this Security Instrument. If Borrower
    fails to pay these sums prior to the expiration of this period, Lender may invoke any
    remedies permitted by this Security Instrument without further notice or demand on
    Borrower.

                                                                                925000141013
                                                           Initials:
et-899R (0402)                           Page 4 of 5
    BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained
in this Adjustable Rate Rider.


ell4C4,11(          g2/Prt,         (Seal)                                                                (Seal)
                                  -Borrower                                                             -Borrower
LTXMLLE W. ALLEN




                                     (Seal)                                                                (Seal)
                                  -Borrower                                                             -Borrower




                                     (Seal)                                                                (Seal)
                                  -Borrower                                                             -Borrower




                                     (Seal)                                                                (Seal)
                                  -Borrower                                                             -Borrower




                                                                                            925000141013

04-899R (0402)                         Page 5 of 5

Return To:
PREICWT INVEGINENT & LOAN

 1411 OPUS PLACE, SUITE 600
 DCWNERS GROVE, IL 60515




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                                              Doc# 20050053940 Fees: $60.00
                                              03/14/2005 3:57PM # Pages 24
                                              Filed d Recorded in the Official Public
                                              Records of SEXAR COUNTY
                                              GERRY RICKHOFF COUNTY CLERK




                                                                                                                    •
Exhibit H
