Green Brick Partners, Inc. 8-K


 



Exhibit 10.5


 


NOTICE
OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER’S LICENSE NUMBER.


 


DEED OF TRUST AND SECURITY AGREEMENT


 





	THE STATE OF TEXAS	 
	 	KNOW ALL MEN BY THESE PRESENTS:
	COUNTY OF DENTON	 



 


That the undersigned, JBGL
EXCHANGE, LLC, a Texas limited liability company, (hereinafter “Grantor” whether one or more), to
secure the full and timely payment of the Indebtedness (hereinafter defined) and the performance of the Obligations (hereinafter
defined), and in further consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration in hand paid
by Beneficiary (hereinafter defined) and Gary L. Tipton, Trustee (hereinafter “Trustee” whether one or
more) of Dallas County, Texas, the receipt and legal sufficiency of which is hereby acknowledged by Grantor, has Granted, Bargained,
Assigned, Sold, Transferred, and Conveyed, and by these presents does Grant, Bargain, Assign, Sell, Transfer, and Convey, unto
Trustee, the Property (hereinafter defined), in trust, however, for the use and benefit of Beneficiary.


 


TO HAVE AND TO HOLD
unto the said Trustee and to his successors and his and their assigns forever, hereby covenanting and agreeing to forever warrant
and defend the Property, and every part thereof, unto the said Trustee and to any successor Trustee, and to the assigns of any
Trustee hereunder, against all persons whomsoever lawfully claiming or to claim the same or any part thereof, for and upon the
trusts, terms and conditions contained herein; provided, however, if Grantor shall pay and perform, or cause to be paid and performed
the Indebtedness and Obligations in full in accordance with the terms of the Security Documents (hereinafter defined), then this
Deed of Trust (exclusive of Grantor’s indemnities contained herein) shall become null and void and be released at Grantor’s
request and expense; otherwise, it shall remain in full force and effect.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 1


	







    	 



    	 



    

 


ARTICLE I


 


DEFINITIONS AND USAGE


 


1.01      Definitions.     In addition
to any terms defined elsewhere in this Deed of Trust, as used herein the following terms shall have the following defined meanings:


 


(a)     “Beneficiary”
shall mean Inwood National Bank, a national banking association, whose mailing address is 7621 Inwood Road, Dallas, Texas
75209, as well as any subsequent holder or holders of the Note.


 


(b)     “Code”
shall mean the Texas Business and Commerce Code, as now written or as hereafter amended or superseded.


 


(c)     “Deed
of Trust” shall mean the Deed of Trust and Security Agreement evidenced by this document.


 


(d)    “Event
of Default” shall mean any occurrence described in Section 3.01 hereof.


 


(e)    “Grantor”
shall mean the party or parties, whether one or more, first identified in this Deed of Trust by typed or handwritten insertion,
whose mailing address is 2805 North Dallas Parkway, Suite 400, Plano, Texas 75093, as well as the successors, assigns, heirs,
and legal representatives of such party or parties.


 


(f)     “Fixtures”
shall mean all materials, supplies, equipment, apparatus, and other items now or hereafter attached to, installed in or used (temporarily
or permanently) in connection with any of the Improvements (hereinafter defined) or the Land (hereinafter defined), and all renewals,
replacements, and substitutions thereof and additions thereto, all of which property and things to the extent permitted by law
are hereby declared to be permanent accessions to the Land.


 


(g)    “Governmental
Authority” shall mean any and all governmental or quasi-governmental entities of any nature whatsoever, whether federal,
state, county, district, city or otherwise, and whether now or hereafter in existence.


 


(h)    “Impositions”
shall mean any required insurance, taxes, assessments, any easement, license or agreement maintained for the benefit of the Property,
including leasehold payments or ground rents, if any, and any interest, costs or penalties with respect thereto, of any nature
whatsoever which may now or hereafter be assessed, levied or imposed upon the Property or the ownership, use, occupancy or enjoyment
thereof.


 


(i)      “Improvements”
shall mean any and all buildings, parking areas and other improvements, and any and all additions, alterations, or appurtenances
thereto, now or at any time hereafter placed or constructed upon the Land or any part thereof.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 2










    	 



    	 



    

 


(j)     “Indebtedness”
shall mean the principal, interest, and all other amounts due under the Note (hereinafter defined) or secured by this Deed of Trust
and the other Security Documents.


 


(k)    “Land”
shall mean the real estate (or interest therein) described in Exhibit “A” attached hereto and incorporated
herein by this reference and, subject to the Permitted Exceptions described in Exhibit “B” attached hereto
and incorporated herein by this reference, all Improvements and Fixtures, and all rights, titles and interests appurtenant thereto.


 


(l)     “Loan Agreement”
shall mean that certain Loan Agreement of even date herewith, entered into by and between, among others, Grantor, and Green
Brick Partners, Inc., a Delaware corporation, as borrower (“Borrower”), and Beneficiary, as Lender.


 


(m)   “Legal
Requirements” shall mean any and all of the following that may now or hereafter be applicable to Grantor or the Property:
(i) judicial decisions, statutes, rulings, rules, regulations, permits, certificates or ordinances of any Governmental Authority
having jurisdiction over the Grantor or the Property; and (ii) restrictions of record.


 


(n)    “Note”
shall mean that certain Revolving Line of Credit even date herewith executed by Borrower, as maker, payable to the order of Beneficiary,
in the aggregate principal amount of FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00), and payable as therein provided,
and all extensions, renewals, and modifications thereof, and all other notes given in substitution therefor.


 


(o)    “Obligations”
shall mean any and all of the covenants, warranties, representations and other obligations (other than to repay the Indebtedness)
made or undertaken by Grantor or Borrower under the Security Documents or Legal Requirements.


 


(p)    “Permitted
Exceptions” shall mean, (i) if any, the liens, encumbrances, security interests, easements, intrusions, reservations, and
adverse claims affecting the Property as set forth in Exhibit “B” attached hereto and incorporated herein
by this reference, (ii) the lien and security interest created by this Deed of Trust and any other lien against the Land in favor
of Beneficiary; and (iii) the matters, if any, set forth as exceptions on Schedule B of any title insurance policy issued in connection
with the transaction described in this Deed of Trust or the Loan Agreement.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 3










    	 



    	 



    

 


(q)    “Property”
shall mean the Land (including all minerals thereon and thereunder), Improvements, and Fixtures, together with all or any part
of and any interest in the following: (i) rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and
appurtenances in any way pertaining thereto, and rights, titles, and interests of Grantor in and to any bed of any stream, creek,
or waterway, streets, roads, alleys, strips of land adjoining the Land or any part thereof, and all rights of ingress and egress
to the Land; (ii) additions, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein;
and (iii) all leases, rents, royalties, oil and gas rights and profits, water rights, in any manner now or hereafter a part of
or relating to the Land.


 


(r)     “Security
Documents” shall mean the Note, this Deed of Trust, the Loan Agreement, and all other instruments, documents, or other writings
now or hereafter executed by Grantor or Borrower pertaining to or as security for the payment of the Indebtedness or the performance
of the Obligations.


 


(s)    “Trustee”
shall mean the party identified second in this Deed of Trust by typed or handwritten insertion; and his, its or their substitutes,
successors and assigns.


 


1.02 Context and Usage.Whenever
the context hereof requires, reference in this Deed of Trust to the singular number shall include the plural, and likewise the
plural shall include the singular; words denoting sex shall be construed to include the masculine, feminine and neuter, where appropriate;
and specific enumeration shall not exclude the general, but shall be considered as cumulative.


 


ARTICLE
II


 


REPRESENTATIONS, WARRANTIES, COVENANTS


AND OTHER AGREEMENTS OF GRANTOR


 


2.01     Representations, Warranties,
Covenants, and other Agreements of Grantor. Grantor and Borrower, as applicable, unconditionally represents, warrants, covenants,
and agrees that:


 


(a)    The
Obligations set forth in the Security Documents are legal, valid, and binding on Grantor and Borrower, as applicable, in accordance
with their terms, and no offsets or defenses exist against Beneficiary in favor of Grantor or Borrower which would in any way lessen
or invalidate Grantor’s or Borrower’s liability under the Security Documents or the Indebtedness.


 


(b)    The
execution and delivery of, and performance under, the Security Documents are within Grantor’s and Borrower’s authority
and powers.


 


(c)    Grantor
has good and indefeasible title to the Land, Improvements, and Fixtures, free and clear of any liens, encumbrances, security interests,
easements, or adverse claims except for those Permitted Exceptions, if any, set forth in Exhibit “B”,
attached hereto. This Deed of Trust shall constitute a valid, subsisting first lien on the Land, Improvements, and Fixtures, all
in accordance with the terms hereof.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 4










    	 



    	 



    

 


(d)    Borrower
will duly and punctually: (i) pay the Indebtedness, as and when called for in the Security Documents; (ii) perform all of its Obligations,
in full, on or before the date or dates same are to be performed; and (iii) cause each of the Impositions to be paid and discharged
not later than the due dates thereof and furnish Beneficiary with evidence of such payment.


 


(e)    Grantor
(and, to the extent within Borrower’s control, Borrower) will promptly and fully comply with all present and future Legal
Requirements and cause all Improvements, included or to be included in the Property, to comply with all Legal Requirements.


 


(f)     Grantor
will use commercially reasonable efforts to maintain, preserve, and keep the Property in condition customary in the single-family
development industry and will make, to the extent applicable, any necessary repairs, replacements, additions, improvements and
alterations thereof and thereto, both structural and non-structural, which are necessary to keep the Property in such condition.


 


(g)    To
the extent that any vertical improvements are constructed on the Property, Grantor will keep the Property insured against loss
or damage by fire, explosion, windstorm, hail, tornado, flood (if the Property is located in an identified “flood hazard
area”, in which flood insurance has been made available pursuant to the National Flood Insurance Act of 1968), and other
hazards by policies of fire and extended coverage and Grantor shall obtain and maintain such other insurance coverage as Beneficiary
shall reasonably require. The insurance carriers providing such insurance shall be chosen by Grantor subject to Beneficiary’s
approval, which shall not be unreasonably withheld.


 


(h)    Either
Grantor or Borrower will deliver to Beneficiary true and correct copies of the original policies evidencing such insurance as specified
in Section 2.01(f) above and any additional insurance which shall be taken out upon the Property and receipts evidencing the payment
of all premiums, and certificates evidencing renewals of all such policies of insurance shall be delivered to Beneficiary at least
ten (10) days before any such insurance shall expire; and that any such policies shall be payable to Beneficiary as its interest
may appear, pursuant to a mortgagee clause attached which shall be satisfactory to Beneficiary, and shall provide for at least
ten (10) days prior written notice to Beneficiary prior to cancellation of such policies. In the event of foreclosure, of this
Deed of Trust, or other transfer of title to Property in extinguishment in whole or in part of the Indebtedness, all right, title
and interest of Borrower and/or Grantor in and to any such policies then in force concerning the Property and all proceeds payable
thereunder shall thereupon vest in the purchaser at such foreclosure or Beneficiary in the event of such transfer. In case of any
insured loss under any such policies, Beneficiary, at its option, shall be entitled to receive and retain the proceeds of any such
insurance policies, applying the same upon the Indebtedness or to apply such proceeds to the repair or restoration of the Improvements.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 5










    	 



    	 



    

 


(i)     Upon
Beneficiary’s request, but only after an Event of Default has occurred and is continuing, Borrower will deposit with Beneficiary,
each month in advance, a monetary sum estimated by Beneficiary to equal, on a monthly basis, all or such portion of the Impositions
as Beneficiary may reasonably require. If such monthly deposits are being made, then, at least thirty (30) days prior to the date
on which any tax or insurance premium must be paid to prevent delinquency thereof, Borrower will, on request of Beneficiary, deliver
to Beneficiary, a statement or statements showing the amount of the tax or premium required to be paid, and the concern or authority
to which same is payable, and will, at the same time, deposit with Beneficiary such amount as will, when added to the amount of
such impounds and reserves previously deposited with Beneficiary and then remaining available for that purpose, be sufficient to
pay such insurance or tax obligations. If such monthly deposits are being made, then Beneficiary shall apply all or any of the
foregoing deposits in the payment of such insurance, tax, or other Impositions. Beneficiary shall not be required to pay Borrower
any interest or earning on any of the foregoing deposits. As additional security hereunder, Borrower hereby assigns to Beneficiary
all impounds or reserve accounts for Impositions and any unexpired insurance with respect to the Property. Upon an Event of Default
hereunder, Beneficiary may at any time, without notice, apply the same as provided in Section 3.07 below.


 


(j)     Grantor
will give prompt written notice to Beneficiary of any condemnation proceeding or casualty loss affecting the Property and in each
such instance, afford Beneficiary an opportunity to participate in any such proceeding or in the settlement of any awards thereunder.


 


(k)    Grantor
will promptly pay all debts and liabilities of any character related to the Property including, without limitation, all debts and
liabilities for labor, material and equipment incurred in the construction, rehabilitation and improvement of the Property, or
any part thereof, and will complete in a good and workmanlike manner any Improvements that may be constructed or repaired thereon.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 6










    	 



    	 



    

 


(k)    If
the validity or priority of this Deed of Trust or of any rights, titles, liens or interests created or evidenced hereby with respect
to the Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly or if any legal
proceedings are instituted against Grantor with respect thereto, Grantor will promptly give written notice thereof to Beneficiary
and at Grantor’s own cost and expense will use commercially reasonable efforts to endeavor to cure any defect that may be
developed or claimed, and will take all necessary and proper steps for the defense of such legal proceedings including, but not
limited to, the employment of counsel, the prosecution or defense of litigation and the release or discharge of all adverse claims,
and the Trustee and Beneficiary, or either of them (whether or not named as parties to legal proceedings with respect thereto)
are hereby authorized and empowered to take such additional steps as in their reasonable judgment and discretion may be necessary
or proper for the prosecution or defense of any such legal proceedings including, but not limited to, the employment of independent
counsel, the prosecution or defense of litigation and the compromise or discharge of any adverse claims made with respect to the
Property, and all reasonable and necessary expenses so incurred of any kind and character shall be a demand obligation owing by
Grantor and shall bear interest from the date of expenditure until paid at the highest rate of interest which may legally be contracted
for under the laws of the State of Texas, and shall be secured by the lien and security interest evidenced by this Deed of Trust,
and the party incurring such expenses shall be subrogated to all rights of the person receiving such payment.


 


(l)     Grantor
will defend and hold Beneficiary harmless from, any action, proceeding or claim affecting the Property or the Security Documents
or the lien or security interest created thereby except to the extent otherwise provided herein. Further, Grantor will notify Beneficiary,
in writing, promptly, of the commencement of any legal proceedings affecting the Property, or any part thereof, and will take all
commercially reasonable action to preserve Beneficiary’s rights affected thereby; and Beneficiary may, at its election, take
such action in behalf and in the name of Grantor, and at Grantor’s expense, and all reasonable and necessary expenses so
incurred of any kind and character shall be a demand obligation owing by Grantor and shall bear interest from the date of expenditure
until paid at the highest rate of interest which may legally be contracted for under the laws of the State of Texas, and shall
be secured by the lien and security interest evidenced by this Deed of Trust, and the party incurring such expenses shall be subrogated
to all rights of the person receiving such payment.


 


(m)   Grantor
agrees that Beneficiary and its authorized agents, attorneys, representatives, and employees, may at all reasonable times and intervals,
enter upon and inspect the Property after notice to Grantor and provided that such inspections do not unreasonably interfere with
Grantor’s operations on the Property.


 


(n)    Grantor
will not use or occupy, or permit any use or occupancy of the Property in any manner which violates any Legal Requirement; may
be dangerous; constitutes a public or private nuisance; or makes void or voidable any insurance on the Property.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 7










    	 



    	 



    

 


(o)    Grantor
will not, without the prior written consent of Beneficiary: (i) create, place or permit to be created or placed, or allow to remain,
any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional
sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens and security interests
of the Security Documents, with respect to the Property; (ii) request change in any zoning ordinance affecting the Property except
for zoning changes to single-family residential; (iii) enter into any covenant, contract or other agreement, except in the ordinary
course of Grantor’s business, which would materially and adversely affect the use of the Property; or (iv) sell, lease (except
in the ordinary course of Grantor’s business) exchange, assign, convey, transfer possession of, or otherwise dispose of,
all or any portion of the Property, or any interest therein, but if ownership of the Property or any part thereof or interest therein
becomes vested in any person or entity other than Grantor, Beneficiary or any other holder of the Indebtedness may, without notice
to Grantor, deal with such successor or successors-in-interest with reference to this Deed of Trust and the Indebtedness in the
same manner as with Grantor without in any way discharging Borrower from the Indebtedness or the Obligations. Without limiting
the right of Beneficiary to reasonably withhold its consent or to make other requirements prior to granting its consent, Beneficiary
may require: (i) evidence reasonably satisfactory to Beneficiary that transferee is credit worthy; and (ii) transferee to execute
such written modification and assumption agreements with regard to the Security Documents as Beneficiary shall deem reasonably
necessary or desirable, including, but not limited to, provisions increasing the interest rate on the Note. No transfer of the
Property, no forbearance by the Beneficiary and no extension of the time for the payment of the Indebtedness or the performance
of the Obligations granted by Beneficiary shall release, discharge or affect in any way Borrower’s liability hereunder.


 


(p)    Neither
Borrower nor Grantor will permit: (i) any waste or deterioration of any part of the Property; (ii) any material alterations or
additions to the Property, unless in the ordinary course of Grantor’s business; or (iii) any of the Fixtures to be removed
at any time from the Land or Improvements, except in the ordinary course of Grantor’s business, unless the removed item is
removed temporarily for maintenance and repair or, if removed permanently, is replaced by an article of at least equal suitability
and value, and owned by Grantor free and clear of any other lien or security interest.


 


(q)    Grantor
and Borrower will execute and deliver such further instruments and do such further acts as may be necessary or desirable in Beneficiary’s
or Trustee’s reasonable opinion, to carry out more effectively the purposes and intent of this Deed of Trust and the Security
Documents, and to perfect the rights, titles, liens and security interest herein created or intended to be created and protect
the rights, remedies, powers and privileges of Beneficiary hereunder. Further, Grantor and Borrower will, upon request of Beneficiary,
promptly correct any defect, error or omission, which may be discovered in the contents of this Deed of Trust, the Note, or the
Security Documents, and will execute and deliver any and all additional instruments as may be reasonably requested by Beneficiary
or Trustee to correct such defect, error or omission, or to identify any additional properties which are or become subject to this
Deed of Trust.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 8










    	 



    	 



    

 


(r)     Borrower
will promptly pay and hold Beneficiary harmless from all reasonable attorney’s fees and all other actual, out-of-pocket costs
incurred by Grantor or Borrower, or actual, out-of-pocket costs of enforcement incurred by Beneficiary, in connection with the
performance of the covenants of this Deed of Trust, or otherwise attributable to or chargeable to Grantor as owner of the Property.


 


(s)   At
all times throughout the term of the Indebtedness made pursuant to and arising out of the Security Documents, Grantor and all of
its respective Affiliates (defined below) shall (i) not be a Prohibited Person (defined below), and (ii) be in full compliance
with all applicable orders, rules, regulations and recommendations of the Office of Foreign Assets Control (“OFAC”)
of the U. S. Department of the Treasury.


 


The term “Prohibited Persons” shall mean any person or entity: (i) listed in the Annex
to, or otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001,
and relating to Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism
(the “Executive Order”); (ii) that is owned or controlled by, or acting for or on behalf of, any person or entity
that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) with whom Beneficiary
is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including the Executive
Order; (iv) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
(v) that is named as a “specially designated national and blocked person” on the most current list published by OFAC
at its website, www.ustreas.gov/offices/enforcement/ofac or at any replacement website or other replacement or supplemental official
publication of such list; or (vi) who is an Affiliate of or affiliated with a person or entity listed above.


 


The term “Affiliate” as used herein shall mean, as to any person or entity,
any other person or entity that, directly or indirectly, is in control of, is controlled by, or is under common control with such
person or entity, or is a director or officer of such person or entity or of an Affiliate of such person or entity. As used herein,
the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction
of management, policies or activities of a person or entity, whether through ownership or voting securities or interest, by contract
or otherwise.



 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 9










    	 



    	 



    

 


ARTICLE
III


 


DEFAULT
AND REMEDIES 


 


3.01    Events of Default.The
term “Event of Default”, as used in this Deed of Trust, shall mean the occurrence at any time and from time to time,
of any one or more of the following, subject to any notice and opportunity to cure provisions contained in the Loan Agreement,
and, if no notice and opportunity to cure provisions contained in the Loan Agreement shall apply for a default by Grantor hereunder,
then Grantor shall have a period of thirty (30) days after Grantor’s receipt of Lender’s written notice to Grantor
of such default, provided, however, that if Grantor has commenced, and is continuing to utilize commercially reasonable efforts
to, effect a cure, then Grantor shall be entitled to a period of up to ninety (90) days in the aggregate from the date of Grantor’s
receipt of such written notice to effect a cure:


 


(a)    If
any portion of the Indebtedness, as and when the same shall become due and payable, shall fail to be paid fully and timely in accordance
with the terms of the Note.


 


(b)    If
any of Grantor’s obligations hereunder or under the Loan Agreement shall fail to be discharged fully and timely after the
expiration of any applicable notice and opportunity to cure.


 


(c)    If
any representation, warranty or other information, including, without limitation, financial statements, supplied to Beneficiary
under this Deed of Trust shall be false, misleading or erroneous in any material respect and in any manner (whether by omission
or inclusion).


 


(d)   
If a default, or event of default, occurs under the Loan Agreement (subject to any applicable notice and opportunity to cure provision).


 


3.02    Remedies
Upon Default. To the fullest extent permitted in equity or at law, by statute or otherwise, if an Event of Default shall occur,
Beneficiary, at Beneficiary’s sole election and by or through the Trustee or otherwise, may exercise any or all of the remedies
described below. Prior to exercising any remedies described below for the occurrence of an Event of Default, Grantor and Borrower
shall be entitled to all notice and cure rights as provided for in the Loan Agreement. If Borrower fails to cure such Event of
Default within the applicable time period as provided for in the Loan Agreement, then Beneficiary shall have the right to exercise
its remedies as provided herein.


 


Beneficiary’s remedies
under this Section include the following:


 


(a)     Declare
all unpaid amounts under the Note and any other unpaid portion of the Indebtedness immediately due and payable, without further
notice, notice of intent to accelerate maturity, notice of acceleration of maturity, presentment, protest, demand or action of
any nature whatsoever (each of which is hereby expressly waived by Grantor and Borrower), whereupon the same shall become immediately
due and payable.


 


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(b)    Enter upon the Property and take exclusive possession thereof, and, if necessary to obtain such possession, Beneficiary
may invoke any and all legal remedies to dispossess Grantor or any other persons, including specifically one or more actions
for forcible entry and detainer, trespass to try title or writ of restitution.


 


(c)     Hold,
lease, manage, operate or otherwise use or permit the use of the Property, either itself or by other persons, firms or entities,
in such manner, for such time and upon such other terms as Beneficiary may reasonably deem prudent under the circumstances (making
such repairs, alterations, additions and improvements thereto and taking such other action from time to time as Beneficiary shall
reasonably deem necessary or desirable), and apply all rents collected in connection therewith in accordance with the provisions
of Section 3.07 below.


 


(d)    Sell
or offer for sale the Property in such portions, order and parcels as Beneficiary may determine, with or without having first taken
possession of same, to the highest bidder for cash at public auction. Such sale shall be made at the courthouse door of the county
where the Land is situated (or if the Land is situated in more than one county, the Property shall be sold at the courthouse door
of any of such counties as designated in the notices of sale provided for herein) on the first Tuesday of any month between 10:00
a.m. and 4:00 p.m. after giving adequate legal notice of the time, place and terms of sale, by posting or causing to be posted
written or printed notices thereof for at least twenty-one (21) consecutive days preceding the date of said sale at the courthouse
door of the foregoing county and, if the Land is situated in more than one county, one notice shall be posted at the courthouse
door of each county in which the Land is situated, and by Beneficiary serving written notice of such proposed sale on each debtor
obligated to pay the Indebtedness, at least twenty-one (21) days preceding the date of said sale by certified mail at the most
recent address for such parties in the records of Beneficiary, or by accomplishing all or any of the aforesaid in such manner as
permitted or required by Section 51.002, Texas Property Code (as now written or as hereafter amended or superseded) relating to
the sale of collateral after default by a debtor or by any other applicable present or subsequent laws. At any such sale: (i) Trustee
shall not be required to have physically present, or to have constructive possession of, the Property (Grantor hereby covenanting
and agreeing to deliver to Trustee any portion of the Property not actually or constructively possessed by Trustee immediately
upon demand by Trustee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely
as if the same had been actually present and delivered to purchaser at such sale; (ii) each instrument of conveyance executed by
Trustee shall contain a special warranty of title, binding upon Grantor; (iii) each and every recital contained in any instrument
of conveyance made by Trustee shall presumptively establish the truth and accuracy of the matters recited therein, including, without
limitation, nonpayment of the Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise
by law and by appointment of any successor Trustee hereunder; (iv) any and all prerequisites to the validity of such sale shall
be conclusively presumed to have been performed; (v) the receipt of Trustee or of such other party making the sale shall be a sufficient
discharge to the purchaser for his purchase money and no such purchaser, or his assigns or personal representatives, shall thereafter
be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or nonapplication
thereof; (vi) Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever,
either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against
Grantor, and against any and all other person claiming or to claim the property sold or any part thereof by, through or under Grantor;
and (vii) Beneficiary may be a purchaser at any such sale. Should the Property be sold in one or more parcels as permitted by this
subsection, the right of sale arising out of any Event of Default shall not be exhausted by any one or more such sales, but other
and successive sales may be made until all of the Property has been sold or until the Indebtedness has been fully satisfied.


 


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(e)     Upon,
or at any time after, commencement of foreclosure of the lien and security interest provided for herein, or any legal proceedings
hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard
to the adequacy of the Property for the repayment of the Indebtedness, for appointment of a receiver of the Property and Grantor
does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers
in similar cases, including the full power to rent, maintain, and otherwise operate the Property upon such terms as may be approved
by the court, and shall apply such rents in accordance with the provisions of Section 3.07 below.


 


(f)      Exercise
any and all other rights, remedies and recourses granted under this Deed of Trust or the Loan Agreement.


 


3.03    Remedies Non-Exclusive.
All rights, remedies and recourses of Beneficiary granted in the Security Documents or otherwise available at law or equity:


 


(a)     Shall
be cumulative and concurrent;


 


(b)    
May be pursued separately, successively or concurrently against Grantor or against the Property, at the sole discretion of
Beneficiary;


 


(c)     May
be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any
of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and


 


(d)     Shall
be non-exclusive.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 12










    	 



    	 



    

 


3.04    Non-Waiver. Beneficiary
may release, regardless of consideration, any part of the Property without, as to the remainder, in any way impairing, affecting,
subordinating or releasing the lien or security interests evidenced by the Security Documents. For payment of the Indebtedness,
Beneficiary may resort to any of the security therefor in such order and manner as Beneficiary may elect. No security heretofore,
herewith or subsequently taken by Beneficiary shall in any manner impair or affect the security given by the Security Documents
and all security shall be taken, considered and held as cumulative.


 


3.05    Waiver of Rights by Grantor.
Grantor and Borrower, as applicable, each, hereby irrevocably and unconditionally waives and releases:


 


(a)     All
benefit that might accrue to Grantor by virtue of any present or future law exempting the Property from attachment, levy or sale
on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension
of time for payment;


 


(b)    All
notices of any Event of Default or of Trustee’s or Beneficiary’s exercise of any right, remedy or recourse except as
specifically provided for under the Security Documents;


 


(c)     Any
right to a marshalling of assets for a sale in inverse order of alienation; and


 


(d)    Any
right of offset, or other claim whatsoever which may now or hereafter exist against Beneficiary or in favor of Grantor and no such
right or claim shall in any way be used by Grantor to lessen, impair or defeat Beneficiary’s rights hereunder.


 


3.06    Adjournment of Sale.
In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under the Security Documents and shall
thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such
event, Grantor, Borrower, and Beneficiary shall be restored to their former positions with respect to the Indebtedness, the Obligations,
the Security Documents, the Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue
as if same had never been invoked.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 13










    	 



    	 



    

 


3.07    Application of Proceeds.Any
proceeds of any sale of, and any rents or other amounts generated by the holding, leasing, operation or other use of the Property
shall be applied in the following order of priority:


 


(a)     First,
to the payment of all reasonable costs and expenses of taking possession of the Property and of holding, leasing, operating, using,
repairing, improving and selling the same, including, without limitation, reasonable fees of the attorneys retained by Beneficiary
or Trustee; reasonable fees of any receiver or accountants; recording and filing fees; court costs; costs of advertisement, and
the payment of any and all Impositions, liens, security interest of this Deed of Trust (except those to which the Property has
been sold subject to and without in any way implying Beneficiary’s consent to the creation thereof);


 


(b)     Second,
to the payment of all accrued and unpaid interest due on the Indebtedness;


 


(c)     Third,
to the payment of the unpaid principal balance of the Indebtedness;


 


(d)    Fourth,
to the payment of all amounts, other than unpaid principal balance of the Indebtedness, which may be due to Beneficiary under the
Security Documents, together with interest thereon as provided therein;


 


(e)     Fifth,
to Grantor.


 


3.08    Additional Remedies.In
addition to the remedies set forth in this Article III, upon the occurrence of an Event of Default the Beneficiary and Trustee
shall, in addition, have available to them the remedies set forth in Article IV below, as well as all other remedies available
to them at law or in equity.


 


ARTICLE
IV


 


SECURITY
AGREEMENT


 


4.01    Grant of Security Interest.
This Deed of Trust shall also constitute and serve as a security agreement on personal property within the meaning of, and shall
constitute a first and prior security interest under, Chapter 9 of the Code, with respect to the Fixtures, and all existing and
future rents, leases and rentals thereunder, issues, profits, income, condemnation awards (inclusive of all amounts paid in connection
with any public taking), insurance proceeds and all proceeds of the foregoing, plans and specifications for the Improvements, all
of Grantor’s rights under any licenses, permits, certificates, documents, and general intangibles (including trade names
and symbols used in connection with the Land or the Improvements), waste water, fresh water and other utility capacity and facilities
available to or allocated to the Land or the Improvements (hereinafter collectively referred to as the “Personal Property”)
arising out of or in connection with the Property, all existing and future equipment, machinery, furniture and furnishings, fixtures
and trade fixtures used in connection with the Property. To this end, and without limiting any of the provisions of this Deed of
Trust, Grantor, as Debtor (and referred to sometimes herein as “Debtor”) has Granted, Bargained, Conveyed, Assigned,
Transferred and Set Over and by these presents does Grant, Bargain, Convey, Assign, Transfer and Set Over unto Beneficiary, as
Secured Party (and referred to sometimes herein as “Secured Party”), a first and prior security interest in
all of Grantor’s right, title and interest in and to the Fixtures and the Personal Property to secure the full and timely
payment of the Indebtedness and performance of the Obligations.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 14










    	 



    	 



    

 


4.02    Additional Documents.Grantor
agrees to execute and deliver to Beneficiary, in form and substance satisfactory to Beneficiary, such financing statements and
such further assurances as Beneficiary may, from time to time, reasonably consider necessary to create, perfect and preserve the
security interest herein granted, and Beneficiary may cause such statements and assurances to be recorded and filed, at such times
and places as may be required or permitted by law to create, perfect and preserve such security interest.


 


4.03    Rights of Trustee.Beneficiary
as well as Trustee on Beneficiary’s behalf, shall have all the rights, remedies and recourses with respect to the Fixtures
afforded a “Secured Party” by Chapter 9 of the Code, in addition to, and not in limitation of, the other rights, remedies
and recourses afforded Beneficiary and/or Trustee by the Security Documents.


 


4.04    Exculpation of Beneficiary and
Trustee. The security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a party
in possession of the Property or to obligate Trustee or Beneficiary to lease the Property, or to take any action, incur any expenses
or perform any obligation whatsoever under any lease or otherwise.


 


4.05    Additional Remedies in Event
of Default. Upon the occurrence of an Event of Default as provided in Section 3.01 of this Deed of Trust, and at any time thereafter:


 


(a)     Trustee
or Beneficiary shall have, with regard to the Fixtures, the remedies provided in this Deed of Trust and in the Code (no such remedy
granted by the Code being excepted, modified or waived herein). Trustee or Beneficiary may use his or its reasonable discretion
in exercising its rights and electing its remedies; provided, however, all actions shall be in compliance with the standards of
the Code, where applicable and required. For purposes of the notice requirements of the Code and this Article IV, it is agreed
that notice sent or given not less than ten (10) calendar days prior to the taking of the action to which the notice relates, is
reasonable notice.


 


(b)     Trustee
or Beneficiary shall be entitled, acting in its sole discretion, to apply the proceeds of any disposition of the Fixtures in the
order set forth in Part 5 of Article 9 of the Code, or, if allowed by the Code, in the order set forth in Section 3.07 hereof.
If the proceeds are not sufficient to pay the Indebtedness in full, Grantor shall remain liable for any deficiency.


 


(c)     Notwithstanding
anything herein to the contrary, Beneficiary, or the Trustee acting on Beneficiary’s behalf, may at its option dispose of
the Fixtures and other items of personal property covered by this Deed of Trust in accordance with Beneficiary’s rights and
remedies in respect of the Land pursuant to the provisions of this Deed of Trust, in lieu of proceeding under the Code.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 15










    	 



    	 



    

 


4.06    Assembling of Personalty, Fixtures,
Leases and Rents; Expenses.Beneficiary may require Grantor to assemble the Fixtures and make them available to Beneficiary
or Trustee at a place to be designated by Beneficiary that is reasonably convenient to both parties. All reasonable expenses of
retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using or disposing of the
Fixtures and the like which are incurred or paid by Beneficiary as authorized or permitted hereunder, including also all reasonable
attorney’s fees, and all actual, out-of-pocket legal and reasonable expenses and costs, shall be added to the Indebtedness
and Grantor shall be liable therefor.


 


4.07    No Lien on Consumer Goods.
Notwithstanding anything to the contrary contained in this instrument, (a) if the Beneficiary is a state or national bank, and
if any person executing this instrument is a “consumer” as defined in Regulation AA of the Board of Governors of the
Federal Reserve System, no lien or security interest created or evidenced by this instrument shall extend to, cover or affect “household
goods” as defined in Regulation AA of the Board of Governors of the Federal Reserve System; and (b) in all other cases, if
any person executing this instrument is a “consumer” as defined in 16 C.F.R. §444.1, no lien or security interest
created or evidenced by this instrument shall extend to, cover or affect “household goods,” as defined in 16 C.F.R.
§444.1.


 


ARTICLE
V


 


CONDEMNATION
AND OTHER AWARDS


 


5.01    Condemnation and Other Awards.
All judgments, decrees or awards now or hereafter made for injury or damage to the Property, or awards, settlements or other
compensation now or hereafter made by any Governmental Authority, including those for any variation of, or change of grade in,
any streets affecting the Land or the Improvements, are hereby assigned in their entirety to Beneficiary, who may apply the same
to the Indebtedness secured hereby or in such manner as Beneficiary may elect, and Beneficiary is hereby authorized, in the name
of Grantor, to execute and deliver valid acquittances for, and to appeal from, any such award, judgment or decree.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 16










    	 



    	 



    

 


ARTICLE
VI


 


THE
TRUSTEE


 


6.01    Exculpation of Trustee.Trustee
shall not be liable for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable
to Grantor under any circumstances whatsoever, nor shall Trustee be personally liable in case of entry by him, or anyone entering
by virtue of the powers herein granted, upon the Property for debts contracted or liability or damages incurred in the management
or operations of the Property, Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting
any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled
to reimbursement for reasonable expenses incurred by him in the performance of his duties hereunder. Grantor will, from time to
time, reimburse Trustee for, and save him harmless against, any and all liability and actual, out-of-pocket expenses which may
be incurred by him in the performance of his duties.


 


6.02    Holding of Funds.All
moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall
be under no liability for interest on any money received by him hereunder.


 


6.03    Substitute Trustee.Trustee
may resign at any time with or without notice. If Trustee shall die, resign or become disqualified from acting in the execution
of this trust or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary
shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint
a substitute trustee and, if preferred, several substitute trustees in succession without any formality whatsoever other than an
appointment and designation in writing signed by Beneficiary or its agent or officer (whose authority shall be presumed) which
substitute trustee or trustees shall succeed to all the estates, rights, powers and duties of the aforenamed Trustee.


 


6.04    Rights of Substitute Trustee.Any
new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested
with all the estates, properties, rights, powers and trust of its or his predecessor in the rights hereunder with like effect as
if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the
Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed,
all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver
any of the property and money held by such Trustee to the successor Trustee so appointed in his place.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 17










    	 



    	 



    

 


ARTICLE
VII


 


MISCELLANEOUS


 


7.01    Survival of Obligations.
Each and all of the Obligations shall survive the execution and delivery of the Security Documents, and the consummation of the
loan called for therein, and shall continue in full force and effect until the Indebtedness shall have been paid in full.


 


7.02    Additional Documents. Grantor
or Borrower, upon the request of Trustee or Beneficiary, shall execute, acknowledge, deliver and/or file such further instruments
and do such further acts as may be reasonably necessary, desirable or proper to carry out more effectively the purposes of the
Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be
covered thereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements, or appurtenances
to the then Property. Borrower will pay all such recording, filing, re-recording, and refiling taxes, and reasonable fees and other
charges, including those for security interest searches.


 


7.03    Notices. All notices or
other communications required or permitted to be given or delivered pursuant to this Deed of Trust (except for notice of a foreclosure
sale which shall be given in the manner set forth in Section 3.02 hereof) shall be in writing and shall be deemed properly given
and/or delivered upon deposit in the United States mail, postage prepaid, registered or certified with return receipt requested,
or upon actually delivering same in person or by duly appointed agent to the intended addressee or upon sending a prepaid telegram.
For purposes of notice, the addresses of the parties shall be as set forth in the opening recital or in the Definitions hereinabove;
provided, however, that either party shall have the right to change its address for notice hereunder to any other location within
the continental United States by giving thirty (30) days prior notice to the other party in the manner set forth hereinabove.


 


7.04    Non-Waiver. Any failure
by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor
of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other
term, provision or condition thereof, and Trustee or Beneficiary shall have the right at any time or times thereafter to insist
upon strict performance by Grantor of any and all of such terms, provisions and conditions.


 


7.05    Additional Advances or Expenditures
by Beneficiary. If Grantor or Borrower shall fail, refuse or neglect to make any payment or perform any act required by the
Security Documents, then at any time thereafter, and without notice to or demand upon Grantor and without waiving or releasing
any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make
such payment or perform such act for the account of and at the expense of Borrower, and shall have the right to enter the Property
for such purpose and to take all such action thereon and with respect to the Property as it may reasonably deem necessary or appropriate.
Borrower shall indemnify Beneficiary for all actual, out-of-pocket losses, expenses, damage, claims and causes of action, including
reasonable attorney’s fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to this Section
7.05 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 7.05
and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the
maximum rate of interest allowed by applicable law from the date of such payment or expenditure, shall constitute additions to
the Indebtedness; shall be secured by the Security Documents; and shall be paid by Borrower to Beneficiary upon demand.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 18










    	 



    	 



    

 


7.06    Heirs, Successors and Assigns.
All Obligations contained in the Security Documents are intended by the Parties to be, and shall be construed as, covenants
running with the Property. Further, all of the terms of the Security Documents shall apply to, be binding upon, and inure to the
benefit of the parties thereto, their respective successors, assigns, heirs and legal representatives, and all other persons claiming
by, through or under them.


 


7.07    Partial Invalidity. The
Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements.
If any provision of any of the Security Documents or the application thereof to any person or circumstances shall, for any reason
and to any extent, be invalid or unenforceable, neither the remainder of the instrument in which such provision is contained nor
the application of such provision to other persons or circumstances nor the other instruments referred to hereinabove shall be
affected thereby, but rather shall be enforced to the greatest extent permitted by law.


 


7.08    Lawful Interest. All agreements
between and among Grantor, Borrower, and Beneficiary are expressly limited so that in no contingency or event whatsoever whether
by reason of advancement of the proceeds of the Note, acceleration of maturity of the unpaid principal balance thereof, or otherwise,
shall the amount contracted for, charged, collected, paid or agreed to be paid to Beneficiary for the use, forbearance or detention
of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable law. If, from any circumstances
whatsoever, fulfillment of any provision of the Security Documents, or any other agreement referred to herein, at the time performance
of such provisions shall be due, shall involve transcending the maximum limit of validity prescribed by law which a court of competent
jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the maximum limit
of such validity, and if from any circumstance, Beneficiary shall ever receive as interest an amount which would exceed the highest
lawful rate, such amount which would be excessive interest shall: (a) be applied to the reduction of unpaid principal of Indebtedness
secured by the Security Documents; or (b) be refunded to the payor of such amount and not applied to the payment of interest. This
provision shall control every other provision of all agreements including but not limited to the Security Documents between or
among, Grantor, Borrower, and Beneficiary.


 


7.09    Subsequent Laws. In the
event of the passage after the date of this Deed of Trust of any applicable law changing in any way the laws for the taxation of
deeds of trust and/or the debts secured thereby so as to affect this Deed of Trust, Beneficiary shall have the right, at Beneficiary’s
option, and if Grantor fails to pay the tax owed within fifteen (15) days after receipt of written notice and demand for payment
from Beneficiary, to declare the Indebtedness immediately due and payable.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 19










    	 



    	 



    

 


7.10    Entire Agreement; Amendment.
The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof
and all prior agreements relative thereto which are not contained herein or therein are terminated. The Security Documents may
be amended, revised, waived, discharged, released or terminated only by a written instrument or instruments, executed by the party
against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted. Any alleged amendment,
revision, waiver, discharge, release or termination that is not so documented shall not be effective as to any party.


 


7.11    Counterparts. This Deed
of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute
but one instrument.


 


7.12    Subrogation.If any or
all of the proceeds of the Note have been used to extinguish, extend or renew any indebtedness heretofore existing against the
Property, then, to the extent of such funds so used, the Indebtedness and this Deed of Trust shall be subrogated to all of the
rights, claims, liens, titles and interests heretofore existing against the Property to secure the indebtedness so extinguished,
extended or renewed and the former rights, claims, liens, titles and interests, if any, are not waived but rather are continued
in full force and effect in favor of Beneficiary and are merged with the lien and security interest created herein as cumulative
security for the repayment of the Indebtedness and the satisfaction of the Obligations, regardless of whether said indebtedness,
rights, claims, liens, title and interests are acquired by Beneficiary by assignment or are released by the holder thereof upon
payment.


 


7.13    Governing Law. The Security
Documents shall be governed by and construed according to the laws of the State of Texas and the applicable laws of the United
States of America.


 


7.14    Headings. The article and
section entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used
in construing, the text of such articles and sections.


 


7.15    Joint and Several Liability.If
Grantor consists of more than one party, the Obligations set forth herein and in the Security Documents shall be the joint and
several obligations of each of such parties.


 


7.16    Other Security. The security
herein and hereby provided shall not affect, or be affected by, any other or further security heretofore or hereafter taken to
secure the Indebtedness. Beneficiary may release, without notice, any part of the Property, or other security heretofore or hereafter
taken to secure the Indebtedness, or any person liable for all or part of the Indebtedness, and without in any way affecting the
lien hereof as to the part, or parts, of the Property so retained, and no creditor of Grantor, nor any other person, firm, or corporation,
shall have any objection thereto, or right to hold Beneficiary to account therefor, nor shall the lien of this Deed of Trust be
adversely affected in any manner by any such release.


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 20










    	 



    	 



    

 


7.17    Fixture Filing. This Deed
of Trust shall be effective as a financing statement filed as a fixture filing with respect to all Fixtures and is to be filed
for record in the real property records in the Office of the County Clerk for the county or counties in which the Land is situated.


 


7.18    Partial
Release. Beneficiary will agree to partial releases of the lien granted herein by Grantor against portions of the Property
in accordance with the terms of the Loan Agreement, subject to and conditioned upon satisfaction of each of the requirements contained
in the Loan Agreement.


 


7.19    Controlling
Document. To the extent anything contained herein is inconsistent with or contrary to the terms of the Loan Agreement, the
terms of the Loan Agreement shall control.


 


THE REMAINDER OF THE PAGE IS BLANK


SIGNATURE PAGE FOLLOWS


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 21










    	 



    	 



    

 


EXECUTED to be effective
as of the 30th day of July, 2015.


 


GRANTOR:


 


JBGL Exchange, LLC,


a Texas limited liability company


 





	By:	/s/ James R. Brickman	 
	 	James R. Brickman, Manager	 



 


ALL OBLIGATIONS AND AGREEMENTS


APPLICABLE TO BORROWER IN THIS


DEED OF TRUST ARE HEREBY ACKNOWLEDGED


AND AGREED TO FOR ALL PURPOSES:


 


Green Brick Partners, Inc.,


a Delaware corporation


 





	By:	/s/ James R. Brickman	 
	 	James R. Brickman 

Chief Executive
Officer	 



 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 22







    	 



    	 



    







 


 


	STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§






 


THIS INSTRUMENT was acknowledged
before me this 29th day of July, 2015, by James R. Brickman, Manager of JBGL Exchange, LLC, a Texas limited liability company,
on behalf of said entity.


 





	 	/s/ John E. Hampton
	 	Notary Public, State of Texas
	 	Printed Name:
	 	Commission Expires:




  





	STATE OF TEXAS	§
	 	§
	COUNTY OF DALLAS	§


 


THIS INSTRUMENT was acknowledged
before me this 29th day of July, 2015, by James R. Brickman, Chief Executive Officer of Green Brick Partners, Inc., a Delaware
corporation, on behalf of said entity.


 





	 	/s/ John E. Hampton
	 	Notary Public, State of Texas
	 	Printed Name:
	 	Commission Expires:


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 23










    	 



    	 



    

  


AFTER RECORDING RETURN TO:


 


Scott D. Osborn


Adair, Morris & Osborn, P.C.


325 N. St. Paul Street, Suite 4100


Dallas, Texas 75201 


 


THE TRUSTEE’S ADDRESS IS:


 


c/o Scott D. Osborn


Adair, Morris & Osborn, P.C.


325 N. St. Paul Street, Suite 4100


Dallas, Texas 75201 


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 24










    	 



    	 



    

 


EXHIBIT “A”


 


(Land)


 


	DEED OF TRUST AND SECURITY AGREEMENT – PAGE 25










    	 



    	 



    

 


EXHIBIT A (EXCHANGE 3 AND 6)


 


TRACT 3:


 


Lots
1thru 30, in Block
A, Lots 1thru 5
and 11thru 49,
in Block B,
Lots 1thru 15,
in Block C,
Lots 37 thru 62 and
Lot 66, in Block C, Lots 1thru 5 and Lot 9,
in Block D, Lots 1,2, and 6
thru 18, in Block E,
Lots 1thru 10, in
Block F, Lots 1thru 4, 6
and 8 thru 12 and 15, in
Block G of The
Village at Twin
Creeks Phase One, an
addition to the City of Allen, Collin
County, Texas, according to the Map or Plat thereof recorded in/under Clerk’s
File No. 2014-507, Map/Plat Records,
Collin County, Texas.


 


TRACT 6:


 


BEING
a tract of
land situated in
the Catherine Parsons
Survey, Abstract Number
711, Collin County,
Texas and being a portion of
Tract 10
and Tract 11 of the
land conveyed to Bossy
Boots Holdings, LTD. according to the
document filed of record in Volume
5398, Page 6447 (File No. 2003-0069932),
Deed Records of Collin County, Texas, said tract
being more particularly described as follows:


 


COMMENCING
at an “X”
cut in concrete
found for the
intersection of the
west line
of Watters Road and
the East line
of Bray Central Drive,
for the most southerly corner of Bray
Central One Addition,
an addition to
the City of Allen,
Collin County, Texas, according to the
plat filed of record
in Cabinet 2010, Slide
26, Plat Records of
Collin County, Texas;


 


THENCE
with the southwesterly line of said addition and the above mentioned East
line of said Bray Central Drive the following four (4) courses and distances:


 


North
50° 32’ 07”
West, a distance
of 224.79 feet
to a 1/2”
iron rod found
for a corner;


 


North
55° 43’ 47”
West, a distance
of 110.45
feet to a
1/2” iron
rod found for
a corner;


 


North
50° 32’ 07”
West, a distance
of 131.56
feet to a
point for a
corner at the
beginning of a curve to the right, said curve having a radius of 2376.00 feet, a central
angle of 22° 44” 31” and a chord bearing and distance of North 39° 09’
52”


 


West, 936.91
feet;


 






    	 



    	 



    

 


With
said curve to
the right an
arc distance of
943.08 feet to
a 1/2”
iron rod
with yellow plastic cap stamped “DAA” set for the most westerly
northwest corner of the above mentioned Bray Central One Addition, same being the southwest
corner of this tract and the
POINT OF BEGINNING;


 






    	 



    	 



    

 


THENCE
continuing with the
East line of
said Bray Central
Drive the
following four (4) courses
and distances as
follows:


 


Continuing
with said curve
to the right,
having a radius
of 2376.00 feet,
a central angle of
27° 24’ 47”
and a chord
bearing and distance
of South 14°
05’ 13”
East, 1125.98 feet;


 


With
said curve an
arc distance of
1136.79 feet
to a 5/8”
iron rod found
in said East line for a point of
tangency and a corner of this tract;


 


North
0° 22’ 49”
West, continuing with
said East line,
a distance of
1146.11feet to a
1/2” iron
rod with yellow
plastic cap stamped “DAA” set
for a corner of this tract;


 


North
4° 48’ 51”
East, a distance
of 110.45
feet to a
1/2” iron
rod found for
a corner of this tract;


 


North
0° 22’ 49”
West, a distance
of 213.73 feet
to a 1/2”
iron rod
with yellow plastic cap
stamped “DAA” set
for the Northwest
corner of this tract
at the intersection of said East
line with the South line of
Exchange Parkway;


 


THENCE
with said South
line the
following six
(6) course and
distances as follows:


 


North
88° 54’ 49”
East, a distance
of 24.73 feet
to a 1/2”
iron rod with
yellow plastic cap stamped “DAA”
set for a corner of
this tract;


 


North
89° 47’ 41”
East, a distance
of 140.00
feet to a
5/8” iron rod
found for a corner of this
tract;


 


North
85° 51’ 02”
East, a distance
of 145.38
feet to a
1/2” iron
rod found for a corner of this
tract;


 


North
89° 47° 41”
East, a distance
of 423.35 feet
to a 5/8”
iron rod
found for a corner of this
tract;


 


North
89° 44’ 54”
East, a distance
of 835.74 feet
to a 5/8”
iron rod found
for a corner of this tract;


 


South
86° 29” 22”
East, a distance
of 145.23
feet to a
5/8” iron
rod found for
a corner of this tract;


 


North
89° 47’ 34”
East, a distance
of 179.97
feet to a
1/2” Iron
rod with yellow plastic
cap stamped “DAA” set
for the Northeast comer of
this tract, at the intersection
of the above mentioned
South line with the West line of
the above mentioned Watters Road;


 


THENCE
with said West
line the following
two (2) course
and distances as
follows:


 


South
0° 14’ 32”
West, a distance
of 844.95 feet
to a 1/2”
iron rod
with yellow plastic cap
stamped “DAA” set for
a corner of
this tract;


 






    	 



    	 



    

 


South
0° 32’ 03”
West, a distance
of 1721.25
feet to a
1/2” iron
rod found for
the Southeast corner of this tract
and being the Northeast
corner of the above mentioned Bray
Central One Addition;


 


THENCE
South 89° 50’ 18”
West, with the
north line
of said addition, same
being the South
line of this tract, a distance
of 1632.24 feet to the POINT OF
BEGINNING and containing 109.79 acres of land, more or less.


 


SAVE AND EXCEPT: That portion
of subject property known as The Village at Twin Creeks Phase One, an addition to
the City of Allen, Collin County, Texas, according to
the Map or Plat thereof recorded in/under Clerk’s File No. 2014-507, Map/Plat
Records, Collin County, Texas.


 



    	 



    	 



    




 


EXHIBIT
“B”


 


(Permitted Exceptions)


 






    	 



    	 



    

 





EXHIBIT
“B” (EXCHANGE 3 AND 6)


 


PERMITTED
EXCEPTIONS


 


		1.	The following restrictive covenants of record:



 


Clerk’s File No(s). 2014-925950,
2014-930750, 2014-936290 and 2014-1051090, Real Property Records, Collin County, Texas and under Clerk’s File No. 2014-507,
Map/Plat Records, Collin County, Texas. (Tract 3)


 


Clerk’s File No(s). 1993-73214
and 2009-855790, Real Property Records, Collin County, Texas, (Tracts 3 and 6)


 


		2.	Assessments, charges and liens as set forth in the document Entitled: Declaration Recording Date:
August 27, 2014



 


Recording No: under Clerk’s
File No(s). 2014-92 5950, 2014-930750,2014-936290 and 2014- 1051090, Real Property Records, Collin County, Texas


 


Liens and charges as set forth in
the above mentioned declaration, Payable to: The Village at Twin Creeks Master Community, Inc.


 


Tract 3


 


		3.	Building lines, easements and other matters as shown or provided for on plat recorded under Clerk’s
File No. 2014-507, Map/Plat Records, Collin County, Texas. Tract 3



 


		4.	Building lines, easements and other matters as shown or provided for on plat recorded in Volume
N, Page 110, Plat Records, Collin County, Texas. Tracts 3 and 6



 


		5.	Matters contained in that certain document Entitled: Facilities Agreement



 


Dated: September 19, 2014


Executed by: JBGL Exchange, LLC
and The Village at Twin Creeks Master Community, Inc. Recording Date: September 30, 2014


Recording No: under Clerk’s
File No(s). 2014-1064600, Real Property Records, Collin County, Texas


Reference is hereby made to said
document for full particulars.


Tract 3


 


		6.	Matters contained in that certain document Entitled: Drainage Agreement



 


Dated: March 5, 2008


Executed by: Bossy Boots Holdings,
Ltd., a Texas limited partnership and Exchange Partners, Ltd., a Texas limited partnership, and JBN Junction Partners, Ltd., a
Texas limited partnership, and JBN Watters, LLC, a Texas limited liability company Recording Date: March 7, 2008


Recording No: under Clerk’s
File No(s). 2008-274900, Real Property Records, Collin County, Texas


Reference is hereby made to said
document for full particulars.


Tracts 3 and 6


 






    	 



    	 



    

 


		7.	Easement(s) and rights incidental thereto, as granted in a document:



 


Granted to: Denton County Electric
Cooperative, Inc.


Purpose: As provided in said document


Recording Date: March 18, 1953


Recording No: Volume 467, Page 316,
Real Property Records, Collin County, Texas


Affects: Tracts 3 and 6


 


		8.	Easement(s) and rights incidental thereto, as granted in a document:



 


Granted to: Allen Management Corporation,
a Texas corporation


Purpose: As provided in said document


Recording Date: July 28, 1980


Recording No: Volume 1285, Page
579, Real Property Records, Collin County, Texas


Affects: Tracts 3 and 6


 


		9.	Matters contained in that certain document Entitled: Facilities Agreement



 


Dated: April 25, 1996


Executed by: City of Allen, Texas
and Briar Ridge Investments, Inc., a Texas corporation


Recording Date: May 8, 1996


Recording No: under Clerk’s
File No(s). 1996-37733, Real Property Records, Collin County, Texas


Reference is hereby made to said
document for full particulars.


Tracts 3 and 6


 


		10.	Matters contained in that certain document



 


Entitled: Tree Preservation Dedication
and Restrictive Covenant


Dated: June 2, 2009


Executed by: Bossy Boots Holdings,
Ltd. Recording Date: July 8, 2009


Recording No: under Clerk’s
File No(s). 2009-855790, Real Property Records, Collin County, Texas


Reference is hereby made to said
document for full particulars.


Tracts 3 and 6


 


		11.	Easement(s) and rights incidental thereto, as granted in a document:



 


Granted to: City of Allen


Purpose: As provided in said document


Recording Date: March 31, 2008


Recording No: under Clerk’s
File No(s). 2008-374270, Real Property Records, Collin County, Texas


Affects: Tract 6


 






    	 



    	 



    

 


		12.	Easement(s) and rights incidental thereto, as granted in a document:



 


Granted to: City of Allen


Purpose: As provided in said document


Recording Date: August 21, 2014


Recording No: under Clerk’s
File No(s). 2014-900700, Real Property Records, Collin County, Texas


Affects: Tract 6


 


		13.	Easement(s) and rights incidental thereto, as granted in a document:



 


Granted to: City of Allen


Purpose: As provided in said document


Recording Date: August 21, 2014


Recording No: under Clerk’s
File No(s). 2014-900710, Real Property Records, Collin County, Texas Affects: Tract 6


 


		14.	Easement(s) and rights incidental thereto, as granted in a document:



 


Granted to: City of Allen


Purpose: As provided in said document
Recording Date: August 21, 2014


Recording No: under Clerk’s
File No(s). 2014-900720, Real Property Records, Collin County, Texas


Affects: Tract 6