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<br />Loan No: 93534802
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<br />DEED OF TRUST
<br />(Continued)
<br />
<br />200604631
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<br />Page 3
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<br />if all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender
<br />may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the
<br />Property. The net proceeds of the award, judgment or decree shall mean the award after payment of all reasonable costs, expenses, and
<br />attorneys' fees incurred by Trustee or Lender in connection with the condemnation.
<br />
<br />SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of
<br />this Deed of Trust:
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<br />Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall
<br />have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time.
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<br />Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security
<br />interest in the Rents and Personal Property. In addition to recording this Deed of Trust in the real property records, Lender may, at any time and
<br />without further authorization from Grantor, file executed counterparts, copies or reproductions of this Deed of Trust as a financing statement.
<br />Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove,
<br />sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in
<br />a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written
<br />demand from Lender to the extent permitted by applicable law.
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<br />Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest
<br />granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of
<br />Trust.
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<br />FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed
<br />of Trust:
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<br />Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be
<br />made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or
<br />rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages,
<br />deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates,
<br />and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or
<br />preserve (1) Grantor's obligations under the Note, this Deed of Trust, and the Related Documents, and (2) the liens and security interests
<br />created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by
<br />law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters
<br />referred to in this paragraph.
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<br />Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor
<br />and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-In-fact for the purpose of
<br />making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to
<br />accomplish the matters referred to in the preceding paragraph.
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<br />FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, terminates the line of credit, and otherwise performs all the obligations
<br />imposed upon Grantor under this Deed of Trust, Lender shall execute and deliver to Grantor a release of this Deed of Trust lien and suitable statements
<br />of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. However, it is agreed that
<br />the payment of all the Indebtedness and performance of such obligations shall not terminate this Deed of Trust unless the liens and interests created
<br />hereby are released by Lender by a proper recordable instrument. Any filing fees required by law shall be paid by Grantor, if permitted by applicable
<br />law.
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<br />EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust:
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<br />Payment Default. Grantor fails to make any payment when due under the Indebtedness.
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<br />Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Deed of Trust or in
<br />any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
<br />between Lender and Grantor.
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<br />Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note or in any of
<br />the Related Documents.
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<br />Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any
<br />other payment necessary to prevent filing of or to effect discharge of any lien.
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<br />False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Deed of
<br />Trust or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or
<br />misleading at any time thereafter.
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<br />Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any
<br />collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
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<br />Death or Insolvency. The dissolution or termination of Grantor's existence as a going business or the death of any partner, the insolvency of
<br />Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout,
<br />or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
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<br />Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self.help,
<br />repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness.
<br />This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply
<br />if there Is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding
<br />and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor
<br />or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
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<br />Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied
<br />within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to
<br />Lender, whether existing now or later.
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<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies
<br />or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death,
<br />Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the
<br />guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default.
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<br />Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance
<br />of the Indebtedness is impaired.
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<br />Insecurity. Lender in good faith believes itself insecure.
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<br />Right to Cure. If any default, other than a default in payment is curable, it may be cured if Grantor, after receiving written notice from Lender
<br />demanding cure of such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, immediately
<br />initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
<br />reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
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<br />RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may exercise
<br />anyone or more of the following rights and remedies:
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<br />Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make
<br />expenditures or to take action to perform an obligation of Grantor under this Deed of Trust, after Grantor's failure to perform, shall not affect
<br />Lender's right to declare a default and exercise its remedies.
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<br />Accelerate Indebtedness. Lender may declare the unpaid principal balance of the Indebtedness due and payable. In no event will Grantor be
<br />required to pay any unearned interest.
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<br />Foreclosure. If Lender invokes the power of sale, Trustee, at the request of Lender, may sell all or any portion of the Property at public auction to
<br />the highest bidder for cash at the location within the courthouse designated by the County Commissioners Court, or if no such area has been
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