Exhibit 10.28


 


 


COMMERCIAL SECURITY AGREEMENT


 





	Principal

        $6,000,000.00
	Loan
    Date

    10-13-2011	Maturity

        10-13-2012
	Loan
    No

    104403439	Call
    / Coll	Account	Officer

        KWS
	Initials

    RWI
	References
    in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or
    item. 

    Any item above containing "***” has been omitted due to
    text length limitations.







 


	Grantor:	JBGL Builder Finance LLC	Lender:	INWOOD NATIONAL BANK
	 	3131 Harvard
    Ave., Ste. 103	 	7621 INWOOD
    ROAD
	 	Dallas, TX
    75205	 	DALLAS, TX
    75209


 





 











 


THIS
COMMERCIAL SECURITY AGREEMENT dated October 13, 2011, is made and executed between JBGL Builder Finance LLC ("Grantor")
and INWOOD NATIONAL BANK ("Lender").


 


GRANT
OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the
Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition
to all other rights which Lender may have by law.


 


COLLATERAL
DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now
owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender
a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement:


 


BLANKET
LIEN ON THE BORROWER'S EXISTING AND FUTURE NOTES RECEIVABLE


 


In
addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now
existing or hereafter arising, and wherever located:


 


(A)   All
accessions, attachments, accessories, replacements of and additions to any of the collateral described herein, whether added now
or later.


 


(B)   All
products and produce of any of the property described in this Collateral section.


 


(C)   All
accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment
or other disposition of any of the property described in this Collateral section.


 


(D)   All
proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described
in this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party's insurer,
whether due to judgment, settlement or other process.


 


(E)    All
records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all computer software
required to utilize, create, maintain, and process any such records or data on electronic media.


 


FUTURE
ADVANCES. In addition to the Note, this Agreement secures all future advances made by Lender to Grantor regardless of whether
the advances are made a) pursuant to a commitment or b) for the same purposes.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all
accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which
setoff would be prohibited by law. During the continuance of an Event of Default Grantor authorizes Lender, to the extent permitted
by applicable law, to charge or setoff all suits owing on the Indebtedness against any and all such accounts.


 


GRANTOR’S
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises
to Lender that: 


 


Perfection
of Security Interest. Grantor agrees to take whatever actions are reasonably requested by Lender to perfect and continue Lender's
security interest in the Collateral provided the foregoing do not increase Borrower’s obligations or limit Lender’s
obligation to fund except in accordance with the terms hereof. Upon reasonable request of Lender, Grantor will deliver to Lender
any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all
chattel paper and instruments if not delivered to Lender for possession by Lender. This is a continuing Security Agreement
and will continue in effect even though all or any part of the Indebtedness is paid in full and even though for a period of time
Grantor may not be indebted to Lender.


 


Notices
to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender
may designate from time to time) prior to any (1) change in Grantor's name; (2) change in Grantor's assumed business name(s);
(3) change in the management or in the members or managers of the limited liability company Grantor; (4) change in the authorized
signer(s); (5) change in Grantor's principal office address; (6) change in Grantor's state of organization; (7) conversion of
Grantor to a new or different –V type of business entity; or (8) change in any other aspect of Grantor that directly or
indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take
effect until after Lender has received notice. 


 


No
Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which
Grantor is a party, and its membership agreement does not prohibit any term or condition of this Agreement.


 


Enforceability
of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the
Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable
laws and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated
on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. There
shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions
or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.


 


Location
of the Collateral. Except in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral at Grantor's
address shown above or at such other locations as are acceptable to Lender. Upon Lender's request, Grantor will deliver to Lender
in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations, including
without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting
or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is
or may be located.


 


Removal
of the Collateral. Except in the ordinary course of Grantor’s business, Grantor shall not remove the Collateral from
its existing location without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact location
of the Collateral.


 


Transactions
Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, or
as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the
Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien,
security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior
written consent of Lender. This includes security interests even if junior in right to the security interests granted under
this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be
held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not
constitute consent by Lender to any sale or other disposition. Upon receipt,
Grantor shall immediately deliver any such proceeds to Lender. Additionally
Lender acknowledges the Collateral are notes which may be repaid by the underlying borrower and grantor may return said
notes and release underlying collateral upon said repayment. Notwithstanding the foregoing, Grantor shall be able to
enforce and foreclose on any portion of the Collateral as Grantor determines without secured party consent so long as if
Grantor becomes the owner of fee title to the real property underlying such collateral Grantor will provide secured party
with a security interest in and to such real property.







 


Title.
Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of
all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on
file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has
specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.


 


Inspection
of Collateral. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine
and inspect the Collateral wherever located.


 


Taxes,
Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation,
upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents.
Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding
to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender’s sole
opinion. In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement
against the Collateral. Grantor shall name Lender as an additional oblige under any surety bond furnished in the contest proceedings.
Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been
paid in full and in a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good
faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral
is not jeopardized.


 




    	 



    	 



    

 





	 	COMMERCIAL
    SECURITY AGREEMENT	 
	Loan
    No: 104403439	(Continued)	Page
    2










 


Compliance
with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental
authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including
all laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the
production of an agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and
withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's
opinion, is not jeopardized.


 


Hazardous
Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement
remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation,
treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein
are based on Grantor's due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and
waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other
costs under any Environmental Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and
losses resulting from a breach of this provision of this Agreement. This obligation to indemnify and defend shall survive the
payment of the Indebtedness and the satisfaction of this Agreement.


 


Maintenance
of Casualty Insurance. Grantor shall procure and be a named insured and grantors borrowers shall maintain all risks insurance,
including without limitation fire, theft and liability coverage together with such other insurance as Lender may require with
respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender. Grantor, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least fifteen (15) days' prior written notice to Lender and not
including any disclaimer of the insurer's liability for failure to give such a notice. Each insurance policy also shall include
an endorsement providing that coverage in favor of Grantor. In connection with all policies covering assets in which
Lender holds or is offered a security interest, Grantor will provide Lender with such loss payable or other endorsements as Lender
may require. If Grantor at any time fails to obtain or maintain any insurance as
required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including
if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral.


 


Application
of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral, whether of not such casualty
or loss is covered by insurance. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty.
All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral.
If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure,
pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair
or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and
shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which
Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.


 


Insurance
Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such
information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3)
the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained
and the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by
Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the
cash value or replacement cost of the Collateral.


 


Financing
Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively,
a copy of this Agreement to perfect Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other
documents that are necessary to perfect, protect, and continue Lender's security interest in the Property so long as the foregoing
do not expand Borrower’s obligations hereunder or limit Secured Party’s obligations to lend. Grantor will pay all
out-of-pocket filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is
required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute documents necessary to transfer title
if there is an Event of Default continuing beyond notice and cure periods. Lender may file a copy of this Agreement as a financing
statement. If Grantor changes Grantor's name or address, or the name or address of any person granting a security interest under
this Agreement changes, Grantor will promptly notify the Lender of such change.


 


GRANTOR'S
RIGHT TO POSSESSION. Until an Event of Default has occurred and is continuing beyond notice and cure periods, Grantor
may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner
not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use
shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security
interest in such Collateral. If Lender at any time has possession of any Collateral, after an Event of Default, Lender shall be
deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that
purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but
failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall
not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve
or maintain any security interest given to secure the Indebtedness. 


 


LENDER'S
EXPENDITURES. During the continuance of an Event of Default beyond notice and cure periods, Lender on Grantor's behalf may
(but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying
all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying
all costs for insuring, maintaining and preserving the Collateral. All such out-of-pocket expenditures paid
by Lender for such purposes will then bear interest at the Note rate from the date paid by Lender to the date of repayment by
Grantor.  To the extent permitted by applicable law, all such expenses will become
a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and
be apportioned among and be payable with any installment payments to become due during either (1)
the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which
will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in
addition to all other rights and remedies to which Lender may be entitled upon Default.


 


DEFAULT.
As defined in Promissory Note.


 




    	 



    	 



    

  





	 	COMMERCIAL
    SECURITY AGREEMENT	 
	Loan
    No: 104403439	(Continued)	Page
    3







 


RIGHTS
AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement and is continuing beyond all notice and care periods
in the Note, at any time thereafter, Lender shall have all the rights of a secured party under the Texas Uniform Commercial Code.
In addition and without limitation, Lender may exercise any one or more of the following rights and remedies:


 


Accelerate
Indebtedness. Lender may declare the entire Indebtedness immediately due and payable, without further notice of any kind to
Grantor.


 


Assemble
Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates
of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available
to Lender at a place to be designated by Lender. Lender also shall have full power to enter, provided Lender does so without a
breach of the peace or a trespass, upon the property of Grantor to take possession of and remove the Collateral. If the Collateral
contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods,
provided that Lender makes reasonable efforts to return them to Grantor after repossession.


 


Sell
the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof
in Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless
the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give
Grantor and other persons as required by law, reasonable notice of the time and place of any public sale, or the time after which
any private sale or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who,
after Event of Default occurs and is continuing, enters into and authenticates an agreement waiving that person's right to notification
of sale. The requirements of reasonable notice shall be met if such notice
is given at least ten (10) days before the time of the sale or disposition. All out-of-pocket
expenses relating to the disposition of the Collateral, including without limitation
the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the indebtedness
secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid.


 


Appoint
Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral,
with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to
collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness.
The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether
or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify
a person from serving as a receiver.


 


Collect
Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues
from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's
nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or
apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists
of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender
may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine,
whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor,
receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse
notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of
any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly
to Lender.


 


Obtain
Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided
in this Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of
accounts or chattel paper.


 


Other
Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform
Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights
and remedies it may have available at law, in equity, or otherwise.


 


Election
of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by
this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or
to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect
Lender's right to declare a default and exercise its remedies.


 


MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys'
Fees; Expenses. Grantor agrees to pay upon demand all of Lender's out-of-pocket costs and expenses, including Lender’s
reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender
may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs
and expenses of such enforcement. Out-of-pocket costs and expenses include Lender's reasonable attorneys' fees and legal expenses
whether or not there is a lawsuit, including Lender's reasonable attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection
services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.


 


Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define
the provisions of this Agreement.


 


Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Texas without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the
State of Texas.


 


Choice
of Venue. If there is a lawsuit, and if the transaction evidenced by this Agreement occurred in DALLAS County, Grantor agrees
upon Lender's request to submit to the jurisdiction of the courts of DALLAS County, State of Texas.


 


No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of
such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver
of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior
waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or
of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement,
the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such
consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender, unless expressly
noted to be reasonable.


 


Notices.
Any notice required to be given under this Agreement snail be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight
courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this
Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's
address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise
provided 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.


 




    	 



    	 



    

  


	 	COMMERCIAL
    SECURITY AGREEMENT	 
	Loan
    No: 104403439	(Continued)	Page
    4


 


Power
of Attorney. During the continuance of an Event of Default beyond all notice and cure periods, Grantor hereby appoints Lender
as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue
the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any
time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement
or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all out-of-pocket expenses for the perfection
and the continuation of the perfection of Lender's security interest in the Collateral. 


 


Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to
any, circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance.
If feasible the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending
provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality,
invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of
any other provision of this Agreement.


 


Successors
and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested
in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability
under the Indebtedness.


 


Survival
of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall
survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect
until such time as Grantor's Indebtedness shall be paid in full.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words
and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial
Code:


 


Agreement.
The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amended
or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time
to time.


 


Borrower.
The word "Borrower” means JBGL Builder Finance LLC and includes all co-signers and co-makers signing the Note and
all their successors and assigns.


 


Collateral.
The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described
in the Collateral Description section of this Agreement.


 


Default.
The word "Default" means the Default set forth in this Agreement in the section titled "Default".


 


Environmental
Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments
and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state
or federal laws, rules, or regulations adopted pursuant thereto.


 


Event
of Default. The words "Event Default" mean any of the events of default set forth in the Note.


 


Grantor.
The word "Grantor” means JBGL Builder Finance LLC.


 


Hazardous
Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous
Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes,
without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness.
The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal
and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement
or under any of the Related Documents. Specifically, without limitation, Indebtedness includes the future advances set forth in
the Future Advances provision of this Agreement together with all interest thereon.


 


Lender.
The word "Lender" means INWOOD NATIONAL BANK, its successors and assigns.


 


Note.
The word "Note" means the Note executed by JBGL Builder Finance LLC in the principal amount of $6,000,000.00 dated
October 13, 2011, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions
for the note or credit agreement.


 


Property.
The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in
the "Collateral Description" section of this Agreement.


 


Related
Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.


 


GRANTOR
HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
OCTOBER 13, 2011.


 


GRANTOR:


 


JBGL
BUILDER FINANCE LLC


 


	By:	/s/
    James R. Brickman	 
	 	James R. Brickman,
    Manager of JBGL Builder	 
	 	Finance LLC	 


 


LENDER:


 


INWOOD
NATIONAL BANK


 


	X	 	 
	 	Authorized
    Signer	 




  





 






LASER
PRO Lending, Ver. 5,57.00.004 Copr. Harland Financial Solutions. Inc. 1997, 2011. All Rights Reserved. - TX R:\HARLAND\CFI\LPl\E40.FC
TR-20546 PR-34