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2003-09911 DEED OF TRUST
<br />(Continued)
<br />Property Code, as then amended.
<br />Page 4
<br />UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under
<br />the Uniform Commercial Code.
<br />Collect Rents. As additional security for the payment of the Indebtedness, Grantor hereby absolutely assigns to Lender all Rents as defined in the
<br />Definitions section of this Deed of Trust. Until the occurrence of an Event of Default, Grantor is granted a license to collect and retain the Rents;
<br />however, upon receipt from Lender of a notice that an Event of Default exists under this Deed of Trust, Lender may terminate Grantor's license,
<br />and then Lender, as Grantor's agent, may collect the Rents. In addition, if the Property is vacant, Lender may rent or lease the Property. Lender
<br />shall not be liable for its failure to rent the Property, to collect any Rents, or to exercise diligence in any matter relating to the Rents; Lender shall be
<br />accountable only for Rents actually received. Lender neither has nor assumes any obligation as lessor or landlord with respect to any occupant of
<br />the Property. Rents so received shall be applied by Lender first to the remaining unpaid balance of the Indebtedness, in such order or manner as
<br />Lender shall elect, and the residue, if any, shall be paid to the person or persons legally entitled to the residue.
<br />Trustee's Powers. Grantor hereby jointly and severally authorizes and empowers Trustee to sell all or any portion of the Property together or in
<br />lots or parcels, as Trustee may deem expedient, and to execute and deliver to the purchaser or purchasers of such Property good and sufficient
<br />deeds of conveyance of fee simple title, or of lesser estates, and bills of sale and assignments, with covenants of general warranty made on
<br />Grantor's behalf. In no event shall Trustee be required to exhibit, present or display at any such sale any of the Property to be sold at such sale.
<br />The Trustee making such sale shall receive the proceeds of the sale and shall apply the same as provided below. Payment of the purchase price
<br />to Trustee shall satisfy the liability of the purchaser at any such sale of the Property, and such person shall not be bound to look after the
<br />application of the proceeds.
<br />Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession cr all or any pert of the Property, with the power to
<br />protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the
<br />proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law.
<br />Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a
<br />substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
<br />Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise
<br />becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser
<br />of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, (2) vacate the Property immediately
<br />upon the demand of Lender, or (3) if such tenants refuse to surrender possession of the Property upon demand, the purchaser shall be entitled
<br />to institute and maintain the statutory action of forcible entry and detainer and procure a writ of possession thereunder, and Grantor expressly
<br />waives all damages sustained by reason thereof.
<br />Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all rights to have the Property marshalled. In
<br />exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by
<br />separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Trustee may convey all or any part of the
<br />Property to the highest bidder for cash with a general warranty binding Grantor, subject to prior liens and to other exceptions to conveyance and
<br />warranty. Grantor waives all requirements of appraisement, if any. The affidavit of any person having knowledge of the facts to the effect that
<br />proper notice as required by the Texas Property Code was given shall be prima facie evidence of the fact that such notice was in fact given.
<br />Recitals and statements of fact in any notice or in any conveyance to the purchaser or purchasers of the Property in any foreclosure sale under this
<br />Deed of Trust shall be prima facie evidence of the truth of such facts, and all prerequisites and requirements necessary to the validity of any such
<br />sale shall be presumed to have been performed. Any sale under the powers granted by this Deed of Trust shall be a perpetual bar against
<br />Grantor, Grantor's heirs, successors, assigns and legal representatives.
<br />Proceeds. Trustee shall pay the proceeds of any sale of the Property (a) first, to the expenses of foreclosure, including reasonable fees or
<br />charges paid to the Trustee, including but not limited to fees for enforcing the lien, posting for sale, selling, or releasing the Property, (b) then to
<br />Lender the full amount of the Indebtedness, (c) then to any amount required by law to be paid before payment to Grantor, and (d) the balance, if
<br />any, to Grantor.
<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to
<br />recover such sum as the court may adjudge reasonable as Lender's attorneys' fees at trial and upon any appeal. Whether or not any court action
<br />is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in'Lender's opinion are necessary at any time for
<br />the protection of its interest or the enforcement of its rights shall become apart of the Indebtedness payable on demand and shall bear interest at
<br />the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any
<br />limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including Lender's
<br />reasonable attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction),
<br />appeals, and any anticipated post- judgment collection services, the cost of searching records, obtaining title reports (including foreclosure
<br />reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will
<br />pay any court costs, in addition to all other sums provided by law. In the event of foreclosure of this Deed of Trust, Lender shall be entitled to
<br />recover from Grantor Lender's reasonable attorneys' fees and actual disbursements that Lender necessarily incurs in pursuing such foreclosure.
<br />POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust:
<br />Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with
<br />respect to the Property upon the written request of Lender and Grantor: (a) join in preparing and filing a map or plat of the Real Property,
<br />including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property;
<br />and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust.
<br />Obligations to Notify. Trustee shall not be obligated to notify any other lienholder of the Property of the commencement of a foreclosure
<br />proceeding or of the commencement of any other action to which Lender may avail itself as a remedy, except to the extent required by applicable
<br />law or by written agreement.
<br />Trustee. In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to
<br />foreclose by notice and sale, and Lender will have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full
<br />extent provided by applicable law.
<br />Substitute Trustee. Lender, at Lender's option, from time to time, and more than once, may appoint in writing a successor or substitute trustee,
<br />with or without cause, including the resignation, absence, death, inability, refusal or failure to act of the Trustee. The successor or substitute
<br />trustee may be appointed without ever requiring the resignation of the former trustee and without any formality except for the execution and
<br />acknowledgment of the appointment by the beneficiary of this Deed of Trust. The successor or substitute trustee shall then succeed to all rights,
<br />obligations, and duties of the Trustee. This appointment may be made on Lender's behalf by the President, any Vice President, Secretary, or
<br />Cashier of Lender.
<br />NOTICES. Any notice required to be given under this Deed of Trust, including without limitation any notice of default and any notice of sale shall be
<br />given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when
<br />deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail
<br />postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any person may change his or her address for notices
<br />under this Deed of Trust by giving formal written notice to the other person or persons, specifying that the purpose of the notice is to change the
<br />person's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided
<br />or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. It will be
<br />Grantor's responsibility to tell the others of the notice from Lender.
<br />MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust:
<br />Amendments. What is written in this Deed of Trust and in the Related Documents is Grantor's entire agreement with Lender concerning the
<br />matters covered by this Deed of Trust. To be effective, any change or amendment to this Deed of Trust must be in writing and must be signed by
<br />whoever will be bound or obligated by the change or amendment.
<br />Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the
<br />provisions of this Deed of Trust.
<br />Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any
<br />time held by or for the benefit of Lender in any capacity, without the written consent of Lender.
<br />Governing Law. This Deed of Trust will be governed by and Interpreted in accordance with federal law and the laws of the State of
<br />Texas. This Deed of Trust has been accepted by Lender in the State of Texas.
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