Document

$14.00 Zot e L687 00278 AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT, NT_AND 095888 This Amended and Restated Deed of Trust, Assignment, Security Agreement and Financing Statement (this “Mortgage”) is executed as of September 29, 2000 by Grantor for good and valuable consideration, the receiptandadequacy of which are hereby acknowledged by Grantor. This Mortgage amends and restates in its entirety that certain Deed of Trust, Assignment, Security Agreement and Financing Statement dated as of May 1, 2000 (the “Original Mortgage”), executed by Today 121 Business Center, L.P. (“Original Grantor”) to Edward M. Fishman, as trustee for Today Financial Corporation, recorded as Instrument Number 00-R.0039949 in the Real Property Records of Denton County, Texas, the obligations under which have been assumed by Grantor pursuant to that certain deed dated of even date herewith from Original Grantor to Grantor.

ARTICLE 1 - ausess Secured Indebtednes Section 1.1. ertain Definition fe e . In addition to other terms defined herein, each of the following terms shall have the meaning assigned to it: “Grentor”: Today Highpoint Oaks Tech, L.P., a Texas limited parmership.

“Lender”: Bank of America, N.A., a national banking association.

“ “Loan Agreement”: Construction Loan Agreement dated of even date herewith, executed by Grantor, Guarantor (as defined in the Loan Agreement), and Lender.

“Promissory Note”: Amended and Restated Promissory Note dated of even date herewith made by Grantor payable to the order of Lender in the principal face amount of $10,766,000, bearing interest as thercin provided, containing a provision for the payment of a reasonable additional amount as attorneys’ fees, and finally maturing on the Maturity Date (as defined in the Loan Agreement).

interest as thercin provided, containing a provision for the payment of a reasonable additional amount as attorneys’ fees, and finally maturing on the Maturity Date (as defined in the Loan Agreement).

“Trustee”: Michael F, Hord of Dallas County, Texas, or any successor or substitute appointed and designated as herein provided from time to time acting hereunder.

Section 1.2. Mortgaged Property. Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Trustee the following: (a) the real estate (herein called the “Land”) described in Exhibit tA” which is attached hereto and incorporated herein by reference, and (i) all improvements now or hereafter situated or to be situated on the Land (herein together called the “Improvements”); and (ii) all right, title and interest of Grantor in and to (1)all streets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (2) any strips or gores between the Land and abutting or adjacent properties; and (3) all water and water rights, timber, crops and mineral interests on or pertaining to the Land (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimescollectively called the “Premises”); (b) all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and articles of personal property, of every kind and character, now owned or hereafter acquired by Grantor, which are now or hereafter attached to

goods, building and construction materials, supplies, and articles of personal property, of every kind and character, now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use NS Deed of Trust / Highpoint Oaks Tech Center Page 1 h687 00279 etd or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all of which are hereby declared to be permanent accessions to the Land), (c) ail (i) plans and specifications for the Improvements; (ii) Grantor's rights, but not liability for any breach by Grantor, under all commitments (including any commitment for financing to pay any of the secured indebtedness, as defined below), insurance policies and other contracts and general intangibles (including but not limited to trademarks, trade names and symbols) related to the Premises or the Accessories or the operation thereof; (jii) deposits (including but not limited to Grantor's rights in tenants’ security deposits, deposits with respect to utility services to the Premises, and any deposits or reserves hereunder or under any other Loan Document for taxes, insurance or otherwise), money, accounts, instruments, documents, notes and chattel paperarising from or by virtue of any transactions related to the Premises or the Accessories; (iv) permits, licenses, franchises, certificates,

ey, accounts, instruments, documents, notes and chattel paperarising from or by virtue of any transactions related to the Premises or the Accessories; (iv) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other rights and privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties, bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without derogation of Article 3); (vi) oil, gas and other hydrocarbons and other minerals produced from or allocated to the Land and all products processed or obtained thereftom, and the proceeds thereof; and (vii) engineering, accounting, title, legal, and other technical or business data concerning the Mortgaged Property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest; and (d) all (i) proceeds of or arising from the properties, rights, titles and interests referred to above in this Section 1.2, including but not limited to proceeds of'any sale, lease orother disposition thereof, proceeds of each policy of insurance relating thereto (including premium refunds), proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by eminent domain or transfer in lieu thereof for public or quasi-public use under any law, and proceeds arising out of any damage thereto; and (ii) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in this Section 1.2 and all property used

ery kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in this Section 1.2 and all property used or useful in connection therewith, including but not limited to rights of ingress and egress and remainders, reversions and reversionary rights or interests; and if the estate of Grantor in any of the property referred to above in this Section 1.2 is a leasehold estate, this conveyance shall include, and the lien and security interest created hereby shall encumber and extend to, all other or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Grantor in or to the property demised under the lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto ( collectively, the "Mortgage Property"), unto Trustee, and his successors or substitutes in this trust, and to his or their successors and assigns, in trust, however, upon the terms, provisions end conditions herein set forth.

Section 1.3. Security Interest. Grantor hereby grants to Holder (as hereinafter defined) a security interest in all ofthe Mortgaged Property which constitutes personal property or fixtures (collectively, the"Collateral"). In addition toits rights hereunder or otherwise, Holder shall have all ofthe rights ofasecured party under the Texas Business and Commerce Code, or under the Uniform Commercial Code in force in any other state to the extent the same is applicable law.

Section 1.4. Note, Loan Documents, Other Obligations. This Mortgage is made to secure and enforce the

the Uniform Commercial Code in force in any other state to the extent the same is applicable law.

Section 1.4. Note, Loan Documents, Other Obligations. This Mortgage is made to secure and enforce the payment and performance of the following promissory notes, obligations, indebtedness and liabilities and all renewals, extensions, supplements, increases, and modifications thereof in whole or in part from time to time: (a) the Promissory Note and all othernotes given in substitution therefor or in modification, supplement, increase, renewal or extension thereof, in whole or in part (suchnote ornotes, whether one or more, as from time totime renewed, extended, supplemented, increased Be or modified and all other notes given in substitution therefor, or in modification, renewal or extension thereof, in whole or ey in part, being hereinafter called the "Note", and Lender, or the subsequent holder at the time in question of the Note or any te of the secured indebtedness, as hereinafter defined, being herein collectively called "Holder”); () all indebtedness, liabilities, duties, covenants, promises and other obligations whether joint or several, direct or indirect, fixed or contingent, liquidated or unliquidated, and the cost of collection of all such amounts, owed by Grantor to Holder now or hereafter incurred or arising pursuant to or permitted by the provisions of the Note, this Mortgage, or any other document now or hereafter Deed of Trust / Highpoint Oaks Tech Center Page 2 amateurs sa saat CACC aAaaes i) a : 4687 00280 evidencing, governing, guaranteeing, securing or otherwise executed in connection with the loan evidenced by the Note,

2 amateurs sa saat CACC aAaaes i) a : 4687 00280 evidencing, governing, guaranteeing, securing or otherwise executed in connection with the loan evidenced by the Note, including butnot limited to any loan or creditagreement, tri-party financing agreement, Interest Rate Protection Agreement or other agreement between Grantor and Holder, or among Grantor, Holder and any other party or parties, pertaining to the repayment or use of the proceeds of the loan evidenced by the Note (the Note, this Mortgage and such other documents, as they or any of them may have been or may be from time to time renewed, extended, supplemented, increased or modified, being herein sometimes collectively called the “Loan. Documents"); and (c) all other loans and future advances made by Holder to Grantor and all other debts, obligations and liabilities of Grantor of every kind and character now or hereafter existing in favor of Holder, whether direct or indirect, primary or secondary, joint or several, fixed or contingent, secured or unsecured, and whether originally payable to Holder or toa third party and subsequently acquired by Holder, it being contemplated that Grantor may hereafter become indebted to Holder for such further debts, obligations and liabilities; provided, however, and notwithstanding the foregoing provisions of this clause (c), this Mortgage shall not secureany such other loan, advance, debt, obligation or liability withrespectto which Holder is by applicable law prohibited from obtaining alien on real estate nor shall this clause (c) operate or be effective to constitute or require any assumption or payment by any person, inany way, ofany debt ofany other person to the extent that the same would violate or exceed the limitprovided

operate or be effective to constitute or require any assumption or payment by any person, inany way, ofany debt ofany other person to the extent that the same would violate or exceed the limitprovided in any applicable usury or other law. "Interest Rate Protection Agreement" means any interest rate swap agreement, Intemational Swaps and Derivatives Association, Inc. (ISDA) Master Agreement, oranysimilaragreementorarrangement now existing orhereafter entered into by Grantor and Lender in connection with the loan evidenced by the Noteto hedge the risk of variable interest rate volatility or fluctuations of interest rates, as any such agreement or arrangement may be modified, supplemented, and in effect from time to time, The indebtedness referred to in this Section 1.4 is hereinafter sometimes referred to as the "secured indebtedness” or the "indebtedness secured hereby.”

ARTICLE 2 - Representations, Warranties and Covenants Section 2.1. Grantor represents, warrants, and covenants as follows: {a) Payment and Performance. Grantor will make due and punctual payment of the secured indebtedness. Grantor will timely and properly perform and comply with all of the covenants, agreements, and conditions imposed upon it by this Mortgage and the other Loan Documents and will not permit a default to occur hereunder or thereunder. Time shall be of the essence in this Mortgage.

Title and Permitted Encumbrances. Grantor has, in Grantor’s own right, and Grantor covenants to maintain, lawful, good and indefeasible title tothe Mortgaged Property, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in

tothe Mortgaged Property, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the matters, if any, set forth under the heading "Permitted Encumbrances" in Exhibit "B", which are Permitted Encumbrances only to the extent the same are valid and subsisting and affect the Mortgaged Property, (ii) the liens and security interestsevidenced by this Mortgage, (iii) statutory liens forad valorem taxes and standby fees on the Mortgaged Property which arenot yet delinquent, and (iv) other liens and security interests (ifany) in favor of Lender (the matters described in the foregoing clauses (i), (ii), (iii) and (iv) being herein called the "Permitted Encumbrances"). Grantor, and Grantor's successors and assigns, will warrant and forever defend title to the Mortgaged Property, subject as aforesaid, to Trustee and his successors or substitutes and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof. Grantor will punctually pay, perform, observe and keep all covenants, obligations and conditions in or pursuant to any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Holder. Inclusion of any matter as a Permitted Encumbrance doesnotconstitute approval or waiver by Holder of any existing or future violation or other breach thereof by Grantor, by the Mortgaged Property or otherwise. No part of the Mortgaged Property constitutes all or any part of the homestead of Grantor. If any right or interest of Holder in the Mortgaged Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee and Holder, or either of them (whether or not

or interest of Holder in the Mortgaged Property or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly, Trustee and Holder, or either of them (whether or not named as parties to legal proceedings with respect thereto), are hereby authorized and empowered to take such steps as in en Passe 3 Deed of Trust / Highpoint Oaks Tech Center Page 3 mama sammmammamamasaaaaaeacaaaccacmcaaaaccaascecesecccccc 4687 00281 their discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Holder, including but not limited to the employmentofindependent counsel, the prosecution or defense of litigation, and the compromise or discharge of adverse claims, All expenditures so made of every kind and character shall be a demand obligation (which obligation Grantor hereby promises to pay) owing by Grantorto Holder or Trustee (as the case may be), and the party (Holder or Trustee, as the case may be) making such expenditures shall be subrogated to all rights of the person receiving such payment.

(c) Taxes and Other Impositions. Grantor will pay, or cause to be paid, all taxes, assessments and other charges or leviesimposed upon or against or with respect to the Mortgaged Property or the ownership, use, occupancy or enjoyment of any portion thereof, or any utility service thereto, as the same become due and payable, including but not limited to all ad valorem taxes assessed against the Mortgaged Property or any part thereof, and shall deliver promptly to Holder such evidence of the payment thereof as Holder may require.

(d) Insurance. Grantor shall obtain and maintain at Grantor’s sole expense: (1) mortgagee title

hereof, and shall deliver promptly to Holder such evidence of the payment thereof as Holder may require.

(d) Insurance. Grantor shall obtain and maintain at Grantor’s sole expense: (1) mortgagee title insurance issued to Holder covering the Premises as required by Holder; (2) all-risk insurance with respect to all insurable Mortgaged Property, against loss or damage by fire, lightning, windstorm, explosion, hail, tornado and such hazards asare presently included in so-called “ajl-risk" coverage and against such other insurable hazards as Holder may require, in an amount not less than 100% of the full replacement cost, including the cost of debris removal, without deduction for depreciation and sufficient to prevent Grantor and Holder from becoming a coinsurer, such insurance to be in Builder's Risk (non-reporting) form during and with respect to any construction on the Premises; (3) if and to the extent any portion ofthe Premises is in a special flood hazard area, a flood insurance policy in an amount equal to the lesser of the principal face amount of the Note or the maximum amount available; (4) comprehensive general public liability insurance, on an “gcourrence" basis, for the benefit of Grantor and Holder as named insureds; (5) statutory workers’ compensation insurance with respect to any work on or about the Premises; and (6) such other insurance on the Mortgaged Property as may from time to time be reasonably required by Holder (including but not limited to business interruption insurance, boiler and machinery insurance, earthquake insurance, and war risk insurance) and against other insurable hazards or casualties which atthe time are commonly insured against in the case ofpremises similarly situated, due regard being given tothe height, type,

ar risk insurance) and against other insurable hazards or casualties which atthe time are commonly insured against in the case ofpremises similarly situated, due regard being given tothe height, type, construction, location, use and occupancy of buildings and improvements. All insurance policies shall be issued and maintained by insurers, in amounts, with deductibles, and in form reasonably satisfactory to Holder, and shall require not less than thirty (30) days’ prior written notice to Holder of any cancellation or change of coverage. All insurance policies maintained, or caused to be maintained, by Grantor with respect to the Mortgaged Property, except for public liability insurance, shall provide that each such policy shall be primary without right of contribution from any other insurance that may be carried by Grantor or Holder and that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. If any insurer which has issued a policy of title, hazard, liability or other insurance required pursuant to this Mortgage or any other Loan Document becomes insolvent or the subject of any bankruptcy, receivership or similar proceeding or if in Holder's reasonable opinion the financial responsibility of such insurer is or becomes inadequate, Grantor shall, in each instance promptly upon the request of Holder andat Grantor’s expense, obtain and deliver to Holder a like policy (or, ifand to the extent permitted by Holder, a certificate of insurance) issued by another insurer, which insurer and policy meet therequirements ofthis Mortgage or such other Loan Document, asthe case maybe. Withoutlimiting the discretion of Holder with respect to required endorsements to insurance

which insurer and policy meet therequirements ofthis Mortgage or such other Loan Document, asthe case maybe. Withoutlimiting the discretion of Holder with respect to required endorsements to insurance policies, all such policies for loss of or damage to the Mortgaged Property shall contain a standard mortgage clause (without contribution) naming Holder as mortgagee with loss proceeds payable to Holder notwithstanding (i) any act, failure to act ornegligence of or violation of any warranty, declaration or condition contained in any such policy by any named insured, (ii) the occupation or use of the Mortgaged Property for purposes more hazardous than permitted by the terms of any such policy; (iii) any foreclosure or other action by Holder under the Loan Documents; or (iv) any change in title to or ownership of the Mortgaged Property or any portion thereof, such proceeds to be held for application as provided in the Loan Documents. The originals ofeach initial insurance policy (orto the extent permitted by Holder, acopy ofthe original policy Deed of Trust / Highpoint Oaks Tech Center Page 4 a. nn ecm le A ng 4687 00282 and a satisfactory certificate of insurance) shall be delivered to Holder at the time of execution of this Mortgage, with premiums fully paid, and eachrenewal or substitute policy (or certificate) shall be delivered to Holder, with premiums fully paid, at least ten (10) days before the termination of the policy it renews or replaces. Grantor shall pay all premiums on policiesrequired hereunder as they become due and payable and promptly deliverto Holder evidence satisfactory to Holder of the timely payment thereof. Ifany loss occurs at any time when Grantor has failed to perform Grantor’s covenants and

me due and payable and promptly deliverto Holder evidence satisfactory to Holder of the timely payment thereof. Ifany loss occurs at any time when Grantor has failed to perform Grantor’s covenants and agreements in this paragraph, Holder shall nevertheless be entitled to the benefit of all insurance covering the loss and held by or for Grantor, to the same extent as if it had been made payable to Holder. Upon any foreclosure hereof or transfer of titleto the Mortgaged Property in extinguishment ofthe whole or any partof the secured indebtedness, all ofGrantor’sright, title and interest in and to the insurance policies referred to in this Section 2,1(d) (including unearned premiums) and all proceeds payable thereunder shall thereupon vest in the purchaser at foreclosure or other such transferee, to the extent permissible under such policies. Holder shall have the right (but not the obligation) to make proof of loss for, settle and adjust any clair under, and receive the proceeds of, all insurance for loss ofor damage to the Mortgaged Property, and the expenses incurred by Holder in the adjustment and collection of insurance proceeds shall be a part of the secured indebtedness and shall be due and payable to Holder on demand. Holder shall not be, under any circumstances, liable or responsible for failure to collect or exercise diligence in the collection of any of such proceeds or for the obtaining, maintaining or adequacy of any insurance or for failure to see to the proper application of any amount paid over to Grantor.

Any such proceeds received by Holder shall, after deduction therefrom of all reasonable expenses actually incurred by Holder, including attomeys’ fees, at Holder’s option be (1) released to Grantor, or (2) applied (upon compliance with such

ll, after deduction therefrom of all reasonable expenses actually incurred by Holder, including attomeys’ fees, at Holder’s option be (1) released to Grantor, or (2) applied (upon compliance with such terms and conditions as may be required by Holder) to repair or restoration, either partly or entirely, of the Mortgaged Property so damaged, or (3) applied to the payment of the secured indebtedness in such order and manner as Holder, in its sole discretion, may elect, whether or not due. If, in any instance, each and all of the following conditions are satisfied in Beneficiary's reasonable judgment, Beneficiary shall permit Grantor to use the balance of such proceeds ("Net Claims Proceeds") to pay costs of repairing or reconstructing the Property in the manner described below: (i) The plans and specifications, cost breakdown, construction contract, construction schedule, contractor and payment and performance bond for the work of repair or reconstruction must all be acceptable to Beneficiary in its reasonable discretion.

(ii) Beneficiary must receive evidence reasonably satisfactory to it that after repair or reconstruction, the Property would be at least as valuable as it was immediately before the damage orcondemnation occurred.

(iii) | The Net Claims Proceeds must be sufficient in Beneficiary's reasonable determination to pay for the total cost of repair or reconstru ction, including all associated development costs and interest projected to be payable on the secured indebtedness until the repair or reconstruction is complete; or Grantor must provide its own funds in an amount equal tothe difference between the Net Claims Proceeds and a reasonable estimate, made by Grantor and found acceptable by Beneficiary, of the total cost of repair or reconstruction.

funds in an amount equal tothe difference between the Net Claims Proceeds and a reasonable estimate, made by Grantor and found acceptable by Beneficiary, of the total cost of repair or reconstruction.

(iv) Beneficiary must receive evidence reasonably satisfactory to it that all leases which Beneficiary may find material will continue after the repair or reconstruction is complete.

(v) No default shall have occurred and be continuing.

If Beneficiary finds that such conditions have been met, Beneficiary shall hold the Net Claims Proceeds andany funds which Grantor isrequired to provide in anoninterest-bearingaccount and shall disburse them to Grantor to pay costs (less statutory retainage) of repair or reconstruction upon presentation of evidence reasonably satisfactory to Beneficiary that repair or reconstruction has been completed satisfactorily and lien-free. However, if Beneficiary finds that one or more of such A BS Deed of Trust / Highpoint Oaks Tech Center Page 5 in 4687 00283 aa conditions have notbeen satisfied, Beneficiary may apply the Net Claims Proceeds to pay or prepay (without premium) some i or all of the secured indebtedness in such order and proportions as Beneficiary in its sole discretion may choose. In any event, the unpaid portion of the secured indebtedness shall remain in full force and effect and the payment thereof shall not be excused, Grantor shall at all times comply with the requirements of the insurance policies required hereunder and of the issuers of such policies and of any board of fire underwriters or similar body as applicable to or affecting the Mortgaged Property.

(e) e for Insurance, Taxes and ts. Upon request of Holder after the occurrence of

h policies and of any board of fire underwriters or similar body as applicable to or affecting the Mortgaged Property.

(e) e for Insurance, Taxes and ts. Upon request of Holder after the occurrence of adefault (as hereinafter defined), to secure certain of Grantor’s obligations in paragraphs (c) and (d) above, butnot in lieu of such obligations, Grantor will deposit with Holder a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this paragraph shall include without limitation any recurring charge which could result in alien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as estimated by Holder and prorated to the end of the calendar month following the month during which Holder’s request is made, and thereafter will deposit with Holder, on each date when an installment of principal and/or interest is due on the Note, sufficient funds (as estimated from time to time by Holder) to permit Holder to pay at least fifteen (15) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. Holder shal! have the right to rely upon tax information furnished by applicable taxing authorities in the payment of such taxes or assessments and shall have no obligation to make any protest ofany such taxes or assessments. Any excess over the amounts required for such purposes shall be heid by Holder for future use, applied to any secured indebtedness or refunded to Grantor, at Holder’s option, andany deficiency in such fundsso deposited shall be made up by Grantor upon demand of Holder. Al! such funds so deposited shall bear no interest, may be mingled

funded to Grantor, at Holder’s option, andany deficiency in such fundsso deposited shall be made up by Grantor upon demand of Holder. Al! such funds so deposited shall bear no interest, may be mingled with the general funds of Holder and shall be applied by Holder toward the payment of such taxes, assessments, chargesand premiums when statements therefor are presented to Holder by Grantor (which statements shall be presented by Grantor to Holder a reasonable time before the applicable amount is due); provided, however, that, if a default shall have occurred hereunder, such funds may at Holder’s option be applied to the payment of the secured indebtedness in the order determined by Holder in its sole discretion, and that Holder may (but shall have no obligation) at any time, in its discretion, apply all or any part of such funds toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor's interest in the Mortgaged Property for any reason (including without limitation the foreclosure of asubordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor’s interest in and rights to such funds held by Holder under this paragraph but subject to the rights of Holder hereunder.

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, ane at rts anloasesStnn ss oviche ant BoB a ( Condemnation. Grantor shall notify Holder immediately ofany threatened or pending proceeding for condemnation affecting the Mortgaged Property or arising out of damage to the Mortgaged Property, and Grantor shall, at Grantor’s expense, diligently prosecute any such proceedings. Holder shail have the right (but not the obligation) to

Property or arising out of damage to the Mortgaged Property, and Grantor shall, at Grantor’s expense, diligently prosecute any such proceedings. Holder shail have the right (but not the obligation) to participate in any such proceeding and to be represented by counsel of its own choice. Holder shall be entitled to receive all sums which may be awarded or become payable to Grantor for the condemnation of the Mortgaged Property, or any part thereof, for public or quasi-public use, or by virtue of private sale in lieu thereof, and any sums which may be awarded or become payable to Grantor for injury or damage to the Mortgaged Property. Grantor shall, promptly upon request ofHolder, execute such additional assignments and other documents as may be necessary from time ta timeto permit such participation and to enable Holder to collect and receipt for any such sums. All such sums are hereby assigned to Holder, and shall, after deduction therefrom ofall reasonable expenses actually incurred by Holder, including attorneys’ fees, at Holder’s option be (1) released to Grantor, or (2) applied (upon compliance with such terms and conditions as may be required by Holder) to repair orrestoration of the Mortgaged Property so affected, or (3) applied to the payment of the secured indebtednessin such order and manner as Holder, in its sole discretion, may elect, whether or not due. In any event the unpaid portion of the secured indebtedness shall remain in full force and effect and the payment thereof: shall not be excused. Holder shall notbe, under any circumstances, liable orresponsible for failure to collect orto exercise diligence in the collectionofany suchsum ‘antl EP ca agp ess oilers Sa a as eee a ee a OR Deed of Trust / Highpoint Oaks Tech Center Page 6

s, liable orresponsible for failure to collect orto exercise diligence in the collectionofany suchsum ‘antl EP ca agp ess oilers Sa a as eee a ee a OR Deed of Trust / Highpoint Oaks Tech Center Page 6 _ a 5 or mae ammmmmmmmmsaanasa saad eaamaaaasmmmmsaaaaaaaaaaaaaaaaazaa 4687 00284 or for failure to see to the proper application of any amount paid over to Grantor. Holder is hereby authorized, in thename of Grantor, to execute and deliver valid acquittances for, and to appeal from, any such award, judgment or decree. All costs and expenses (including but not limited to attorneys’ fees) incurred by Holder in connection with any condemnation shall be a demand obligation owing by Grantor (which Grantor hereby promises to pay) to Holder pursuant to this Mortgage.

(g) Compliance with Legal Requirements. The Mortgaged Property and the use, operation and maintenance thereof and all activities thereon do and shall at all times comply with all applicable Legal Requirements (defined below). The Mortgaged Property is not, and shail not be, dependent on any other property or premises or any interest therein other than the Mortgaged Property to fulfill any requirement ofany Legal Requirement. Grantor shall not, by act or omission, permit any building or other improvement not subject to the lien of this Mortgage to rely on the Mortgaged Property or any interest therein to fulfill any requirement of any Legal Requirement. No part ofthe Mortgaged Property constitutes anonconforming use under any zoning law or similar law or ordinance, Grantor has obtained and shall preserve in force all requisite zoning, utility, building, health and operating permits from the governmental authorities having

zoning law or similar law or ordinance, Grantor has obtained and shall preserve in force all requisite zoning, utility, building, health and operating permits from the governmental authorities having jurisdiction over the Mortgaged Property. If Grantor receives a notice or claim from any person that the Mortgaged Property, or any use, activity, operation or maintenance thereof or thereon, is notin compliance with any Legal Requirement, Grantor will promptly fumish a copy of such notice or claim to Holder. Grantor has received no notice and has no knowledge ofany suchnoncompliance. As used in this Mortgage: (i) the term “Legal Requirement" means any Law (defined below), agreement, covenant, restriction, easement or condition (including, without limitation of the foregoing, any condition orrequirement imposed by any insurance or surety company), as any of the samenowexists or may be changed or amended orcome into effect in the future; and (ii) the term "Lay" means any federal, state or local law, statute, ordinance, code, rule, regulation, license, permit, authorization, decision, order, injunction or decree, domestic or foreign.

(h) — Maintenance, Repair and Restoration. Grantor will keep the Mortgaged Property in first class order, repair, operating condition and appearance, causing all necessary repairs, renewals, replacements, additions and improvements to be promptly made, and will not allow any of the Mortgaged Property to be misused, abused or wasted or todeteriorate. Notwithstanding the foregoing, Grantor will not, without the prior written consent ofHolder, (i) remove from the Mortgaged Property any fixtures or personal property covered by this Mortgage except such asis replaced by Grantor

ng, Grantor will not, without the prior written consent ofHolder, (i) remove from the Mortgaged Property any fixtures or personal property covered by this Mortgage except such asis replaced by Grantor by an article of equal suitability and value, owned by Grantor, free and clear of any lien or security interest (except that created by this Mortgage), or (ii) make any structural alteration to the Mortgaged Property or any other alteration thereto which impairs the value thereof. Ifany act oroccurrence of any kindornature (including any condemnation or any casualty for which insurance was not obtained or obtainable) shall result in damage to or loss or destruction of the Mortgaged Property, Grantor shall give promptnotice thereof to Holder and Grantor shal! promptly, at Grantor’s sole cost and expense and regardless of whether insurance or condemnation proceeds (if any) shall be available or sufficient for the purpose, commence and continue diligently to completion to restore, repair, replace and rebuildthe Mortgaged Property asnearly as possible to its value, condition and character immediately prior to the damage, loss or destruction.

AMMAR RG NNER RE OG SE an a nr (i) No Other Liens. Grantor will not, without the prior written consent of Holder, create, place or permit to be created or placed, or through any actor failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbranice or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise

ale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Mortgage, and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Holder, Grantor will cause the same to be promptly discharged and released. Grantor will own all parts of the Mortgaged Property and will not acquire any fixtures, equipment or other property forming a part of the Mortgaged Property pursuant to a lease, license, security agreement or similar agreement, whereby any party has or may obtain the right to repossess orremove same, without the prior written consent of Holder. If Holder consents to the voluntary grant by Grantor of any lien, security interest, or et a eS Ie a epee or Bi oo ee Sa et we gel si Feet of To rch ten nen rr Deed of Trust / Highpoint Oaks Tech Center Page 7 SESE oe 4687 00285 other encumbrance (hereinafter called "Subordinate Mortgage") covering any of the Mortgaged Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to. a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Mortgage and all Leases (hereinafter defined); (2) if any action (whether judicial or pursuant toa power of sale} shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of any of the Leases

(hereinafter defined); (2) if any action (whether judicial or pursuant toa power of sale} shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of any of the Leases | (hereinafter defined) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Holder; (3) Rents (hereinafter defined), if collected by or for the holder of i the Subordinate Mortgage, shall be applied first to the payment of the secured indebtedness then due and expenses incurred | in the ownership, operation and maintenance of the Mortgaged Property in such order as Holder may determine, prior to being applied to any indebtedness secured by the Subordinate Mortgage; (4) written notice ofdefault under the Subordinate Mortgage and written notice of the commencement of any action (whether judicial or pursuantto a power of sale) to foreclose or otherwise enforce the Subordinate Mortgage or to seek the appointment ofa receiver for all or any part of the Mortgaged Property shall be given to Holder with or immediately after the occurrence of any such default or commencement; and vt (5) neither the holder of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, - | through or under any of them shall succeed to any of Grantor’s rights hereunder without the prior written consent of Holder.

(i) Operation of Mortgaged Property. Grantor will operate the Mortgaged Property in a good and workmanlike manner and in accordance with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Grantor will keep the Mortgaged Property occupied so asnotto impair the insurance carried thereon.

nce with all Legal Requirements and will pay all fees or charges of any kind in connection therewith. Grantor will keep the Mortgaged Property occupied so asnotto impair the insurance carried thereon.

Grantor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Mortgaged Property in any manner which violates any Legal Requirement or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, any insurance then in force withrespect thereto. Grantor will not initiate or permit any zoning reclassification of the Mortgaged Property or seek any variance under existing zoning ordinances applicable to the Mortgaged Property or use or permit the use of the Mortgaged Property in such amanner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirement. Grantor wil] not impose any easement, restrictive covenant or encumbrance upon the Mortgaged Property, execute or file any subdivision plat or condominium declaration affecting the Mortgaged Property or consent to the annexation of the Mortgaged Property to any municipality, without the prior written consent of Holder. Grantor will not do or suffer to be done any act whereby the value of any part of the Mortgaged Property may be lessened. Grantor will preserve, protect, renew, extend and retain ail material rights and privileges granted for or applicable to the Mortgaged Property. Without the prior written consent of Holder, there shall be no drilling or exploration for or extraction, removal or production ofany mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from

t of Holder, there shall be no drilling or exploration for or extraction, removal or production ofany mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of the Land regardless of the depth thereofor the method of mining or extraction thereof. Grantor will cause all debts and liabilities ofany character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the Mortgaged Property) incurred in the construction, maintenance, operation and development of the Mortgaged Property to be promptly paid.

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a (k) Financial Matters, Grantor is solventafter giving effect to all borrowings contemplated by the Loan Documents and no proceeding under any Debtor Relief Law (hereinafter defined) is pending (or, to Grantor’s knowledge, threatened) by or against Grantor, or any affiliate of Grantor, as a debtor. All reports, statements, plans, budgets, applications, agreements and other data and information heretofore furnished or hereafter to be furnished by or on behalf of Grantor to Holder in connection with the loan or loans evidenced by the Loan Documents (including, without limitation, all financial statements and financial information) are and will be true, correct and complete in all material respects as of their respective dates and do not and will not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. No material adverse change has occurred since the dates of such reports, statements and other data in the financial condition of Grantor or, to Grantor's knowledge, of any tenant under any lease described therein.

dverse change has occurred since the dates of such reports, statements and other data in the financial condition of Grantor or, to Grantor's knowledge, of any tenant under any lease described therein.

PANO stem = 4 A Sa terme nals pc 0 0 tat erlin fem ROS ee atin Saas aims I ee erence mee, Deed of Trust / Highpoint Oaks Tech Center Page 8 nm ena ammmsmaama seas aaa aaa saagd Rei at ey ci 4687 00286 For the purposes of this paragraph, "Grantor" shall also include any person liable directly or indirectly for the secured indebtedness or any part thereof and any joint venturer or general partner of Grantor, Qa Status of Grantor; Suits and Claims; Loan Documents. If Grantor is a corporation, partnership, or other legal entity, Grantor is and will continue to be (i) duly organized, validly existing and in good standing under the laws ofits state of organization, (ii) authorized to do business in, and in good standing in, each state in which the Mortgaged Property is located, and (iii) possessed of all requisite power and authority to carry on its business and to own and operate the Mortgaged Property. Each Loan Document executed by Grantor has been duly authorized, executed and delivered by Grantor, and the obligations thereunder and the performance thereof by Grantor in accordance with their terms are and will continue to be within Grantor’s power and authority (without the necessity of joinder or consent of any other person), are not and will notbe in contravention of any Legal Requirement to which Grantor or the Mortgaged Property is subject, and donotand will notresultin the creation of any encumbrance against any assets or properties of Grantor, orany other person

y Legal Requirement to which Grantor or the Mortgaged Property is subject, and donotand will notresultin the creation of any encumbrance against any assets or properties of Grantor, orany other person liable, directly or indirectly, for any of the secured indebtedness, exceptas expressly contemplated by the Loan Documents.

There isno suit, action, claim, investigation, inquiry, proceeding or demand pending (or, to Grantor’s knowledge, threatened) which affects the Mortgaged Property (including, without limitation, any which challenges or otherwise pertains to Grantor's title to the Mortgaged Property) or the validity, enforceability or priority of any of the Loan Documents. Thereisnojudicial oradrministrative action, suit or proceeding pending (or, toGrantor’s knowledge, threatened) against Grantor, or against any other person liable directly or indirectly for the secured indebtedness, except as has been disclosed in writing to Holder in connection with the loan evidenced by the Note. The Loan Documents constitute legal, valid and hinding obligations of Grantor (and of each guarantor, if any) enforceable in accordance with their terms, exceptas the enforceability thereofmay be limited by Debtor Relief Laws (hereinafter defined) and exceptas the availability of certain remedies may be limited by general principles of equity. Grantor is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e. Grantor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined therein and in any regulations promulgated thereunder). The loan

antor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined therein and in any regulations promulgated thereunder). The loan evidenced by the Note is solely for business purposes, and is not for personal, family, household or agricultural purposes.

Grantor will not cause or permit any change to be made in its name, identity, or corporate or partnership structure, unless Grantor shall have notified Holder of such change prior to the effective date of such change, and shall have first taken all action required by Holder for the purpose of further perfecting or protecting the lien and security interest of Holder in the Mortgaged Property. Grantor’s principal place of business and chief executive office, and the place where Grantor keeps its books and records concerning the Mortgaged Property, has for the preceding four months been and will continue to be (unless Grantor notifies Holder of any change in writing prior to the date of such change) the address of Grantor set forth at the end of this Mortgage.

(m) Certain Environmental Matters.

{i) Definitions. As used in this Mortgage: (1) " nvironmental Claim" means any investigative, enforcement, cleanup, removal, containment, remedial or other governmental or regulatory action at any time threatened, instituted or completed pursuant to any applicable Environmental Requirement against Grantor or against or with respect to the Mortgaged Property or any use or activity on the Mortgaged Property, and any claim at any time threatened or made by any person against Grantor or against or with respect to the Mortgaged Property or any use or activity on the Mortgaged

ivity on the Mortgaged Property, and any claim at any time threatened or made by any person against Grantor or against or with respect to the Mortgaged Property or any use or activity on the Mortgaged Property, relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Substance; (2) "Environmental Requirement" means any Legal Requirement which pertains to ground or air or water or noise pollution or contamination, underground or aboveground tanks, health or the environment, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended CCERCLA"), the Resource Conservation and Recovery Actof 1976,as amended ("RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act; and (3) "Hazardous Substance" means any substance, whether solid, liquid or gaseous: or electromagnetic field, or any other cause: (a) which is listed, defined or regulated as a "hazardous substance", "hazardous waste" or "solid pL ES Deed of Trust / Highpoint Oaks Tech Center Page 9 oe 4687 00287 waste", or otherwise classified as hazardous or toxic, in or pursuant to any Environmental Requirement; or (b) which is or contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam insulation, or explosive or radioactive material; or (c) which causes or poses a threat to cause & contamination or nuisance on the Mortgaged Property or on any adjacent property or a hazard to the environment or to the health or safety of persons on the Mortgaged Property. As used in this paragraph (m), the word "on" when used with respect to the Mortgaged Property or adjacent property means “on, in,

nment or to the health or safety of persons on the Mortgaged Property. As used in this paragraph (m), the word "on" when used with respect to the Mortgaged Property or adjacent property means “on, in, under, above or about".

(ii) Representations and Warranties. Grantorrepresents and warrantsto Holder, withoutregard to whether Holder has or hereafter obtains any knowledge or report of the environmental condition of the Morigaged Property, a8 follows: (1) during the period of Grantor’s ownership of the Mortgaged Property, the Mortgaged Property has not been used for industrial or manufacturing purposes, for landfill, dumping or other waste disposal activity or operation, for generation, storage, use, sale, treatment, processing, recycling or disposal of any Hazardous Substance, or forany other use that would giverise to the release of any Hazardous Substance on the Mortgaged Property; (2) to the best of Grantor's lmowledge after inquiry in accordance with good commercial or customary practices, no use of the Mortgaged Property described in clause(1) preceding occurredatany time prior to the period of Grantor’s ownership of the Mortgaged Property nor did any such use on any adjacent property occur during or at any time prior to the period of Grantor’s ownership of the Mortgaged Property, and there isno Hazardous Substance, storage tank (or similar vessel), sump or well on the Mortgaged Property; (3) Gtantorhasreceivednonoticeand has no knowledge of any Environmental Claim or any completed, pending, proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Substance on the Mortgaged Property or on any adjacent property or conceming whether any condition, use or activity on the Mortgaged

tion or inquiry concerning the presence or release of any Hazardous Substance on the Mortgaged Property or on any adjacent property or conceming whether any condition, use or activity on the Mortgaged Property or on any adjacent prop erty is in violation ofany Environmental Requirement; (4) the present conditions, uses and activities on the Mortgaged Property donot violateany Environmental Requirement and the use of the Mortgaged Property which Grantor (and each tenant and subtenant, if any) makes and intends to make of the Mortgaged Property complies and will comply with all applicable Environmental Requirements; (5) the Mortgaged Property isnot currently on, and tothe best of Grantor’s knowledge after inquiry in accordance with good commercial or customary practices, has never been on, any federal or state "superfund" or"superlien" list; and (6) neither Grantor, nor to Grantor’s knowledge any tenantorsubtenant, has obtained or is required to obtain any permit or other authorization to construct, occupy, operate, use or conduct any activity on any of the Maortgaged Property by reason of any Environmental Requirement.

(iii) Violations. Grantor will not cause, commit, permit or allow to continue any violation of any Environmental Requirement by Grantor or by or with respect to the Mortgaged Property or any us¢ or activity on the Mortgaged Property, or the attachment ofany environmental lien to the Mortgaged Property. Grantor will notplace, install, dispose of or release, or cause, permit or allow the placing, installation, disposal or release of, any Hazardous Substance or storage tank (or similar vessel) on the Mortgaged Property in violation ofany Environmental Requirement and will keep the Mortgaged Property free of eny Hazardous Substance.

any Hazardous Substance or storage tank (or similar vessel) on the Mortgaged Property in violation ofany Environmental Requirement and will keep the Mortgaged Property free of eny Hazardous Substance.

(iv) Noticeto Holder. Grantor wil! promptly advise Holder in writing of any Environmental Claim or of the discovery of any Hazardous Substance on the Mortgaged Property, as soon as Grantor first obtains knowledge thereof, including a full description of the nature and extent of the Environmental Claim and/or Hazardous Substance and all relevant circumstances.

(v) Site Assessments and Information. If Holder shall ever have reason to believe that any Hazardous Substance affects the Mortgaged Property, or if any Environmental Claim is made or threatened, or ifa default shall have occurred, Grantor will at its expense provideto Holder from time totime, ineach case within 30 daysof. Holder’s request, a report (including all drafts thereof if requested by Holder) of an environmental assessment of the Mortgaged Property made after the date of Holder’s request and of such scope (including but not limited to the taking of soil borings, air and groundwater samples and other above and below ground testing) as Holder may request and by a consulting firm Deed of Trust / Highpoint Oaks Tech Center Page 10 _. a a a ie 4 cngsee setae a fet ee Ue i det 4687 00288 acceptable to Holder. Grantor will cooperate witheach consulting firm making any such assessment and will supply to the consulting firm, from time to timeand promptly on request, all information available to Grantor to facilitate the completion of the assessment and report.

(vi) Remedial Actions. Without limitation of Holder's rights to declare a default and to exercise

quest, all information available to Grantor to facilitate the completion of the assessment and report.

(vi) Remedial Actions. Without limitation of Holder's rights to declare a default and to exercise all remedies available by reason thereof, if any Hazardous Substance is discovered on the Mortgaged Property at any time and regardless of the cause, Grantor shall: (1) promptly at Grantor's solerisk and expense remove, treat and dispose of the Hazardous Substance in compliance withall applicable Environmental Requirements and solely under Grantor’sname (or ifremoval is prohibited by any Environmental Requirement, take whatever action isrequired by applicable Environmental Requirements), in addition to taking such other action as is necessary to have the full use and benefit of the Mortgaged Property ascontemplated by the Loan Documents, and provide Holder with satisfactory evidence thereof, and (2) ifrequested by Holder, provide to Holder within 30 days of Holder's request a bond, letter of credit or other financial assurance evidencing to Holder’s satisfaction that all necessary funds are readily available to pay the costs and expenses of the actions required by clause (1) preceding and to discharge any assessments or liens established against the Mortgaged Property as a result of the presence of the Hazardous Substance on the Mortgaged Property.

(n) Further Assurances. Grantor will, promptly on request of Holder, (i) correct any defect, error or omission which may be discovered in the contents, execution or acknowledgment of this Mortgage or any other Loan Document; (ii) execute, acknowledge, deliver, procure and record and/or file such further documents (including, without

in the contents, execution or acknowledgment of this Mortgage or any other Loan Document; (ii) execute, acknowledge, deliver, procure and record and/or file such further documents (including, without limitation, further deeds of trust, security agreements, financing statements, continuation statements, and assignments ofrents or leases) and do such further acts as may be reasonably necessary, desirable or proper to carry out more effectively the purposes of this Mortgage and the other Loan Documents, to more fully identify and subject to the liens and security interests hereof any property intended to be covered hereby (including specifically, but without limitation, any renewals, additions, substitutions, replacements, or appurtenances to the Mortgaged Property) oras deemed reasonably advisable by Holder to protect the lien or the security interest hereunder against the rights or interests of third persons; and (iii) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may benecessaty, desirable or proper in thereasonable determination of Holder to enable Holder to comply with the requirements or requests ofany agency having jurisdiction over Holder or any examiners of such agencies with respect to the indebtedness secured hereby, Grantor or the Mortgaged Property. Grantor shall pay all costs connected with any of the foregoing, which shall be a demand obligation owing by Grantor (which Grantor hereby promises to pay) to Holder pursuant to this Mortgage.

(o) FeesandExpenses. Without limitationofany other provision of this Mortgage or of any other Loan Document and to the extentnotprohibited by applicable law, Grantor will pay, and will reimburse to Holder and/or Trustee

. Without limitationofany other provision of this Mortgage or of any other Loan Document and to the extentnotprohibited by applicable law, Grantor will pay, and will reimburse to Holder and/or Trustee ondemandto the extent paid by Holder and/or Trustee: (i) all appraisal fees, filing and recording fees, taxes, brokerage fees and commissions, abstract fees, title search or examination fees, title policy and endorsement premiums and fees, uniform commercial code search fees, escrow fees, reasonable attorneys’ fees, architect fees, construction consultant fees, environmental inspection fees, survey fees, and all other out-of-pocket costs and expenses of every character incurred by Grantor or Holder and/or Trustee in connection with the preparation of the Loan Documents, the evaluation, closing and funding of the loan evidenced by the Loan Documents, and any and all amendments and supplements to this Mortgage, the Note or any other Loan Documents or any approval, consent, waiver, release or other matter requested orrequired hereunder orthereunder, or otherwise attributable or chargeable to Grantor as owner of the Mortgaged Property; and (ii) all costs and expenses, including reasonable attorneys’ fees and expenses, incurred or expended in connection with the exercise of any right or remedy, or the enforcement of any obligation of Grantor, hereunder or under any other Loan Document.

Deed of Trust / Highpoint Oaks Tech Center Page il em i Ll et nl aad Dla AES ERE PIS TG HEA mm mamma sass maaiaamanlasmmmssn sammmapmmimssassasi laa oe “po ss toed Siete ok nih alacant a Sa Soh 4687 00289 (p) demnification.

@ Grantor will indemnify and hold harmless Holder and Trustee from and against, and

aaiaamanlasmmmssn sammmapmmimssassasi laa oe “po ss toed Siete ok nih alacant a Sa Soh 4687 00289 (p) demnification.

@ Grantor will indemnify and hold harmless Holder and Trustee from and against, and reimburse them on demand for, any and all Indemnified Matters (defined below). For purposes of this paragraph (p), the terms "Holder" and "Trustee" shall include the directors, officers, partners, employees and agents of Trustee and Holder, respectively, and any persons owned or controlled by, owning or controlling, or under common control or affiliated with Holder or Trustee, respectively. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO MATTERS WHICH IN WHOLE ORIN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE OR STRICT LIABILITY OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO A PARTICULAR INDEMNIFIED PERSON TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT INDEMNIFIED PERSON. Any amount to be paid under this paragraph (p) by Grantor to Holder and/or Trustee shall be a demand obligation owing by Grantor (which Grantor hereby promises to pay) to Holder and/or Trustee pursuant to this Mortgage. Nothing in this paragraph, elsewhere in this Mortgage or in any other Loan Document shall limit or impair any rights or remedies of Holder and/or Trustee (including without limitation any rights ofcontribution or indemnification) against Grantor or any other person under any other provision of this Mortgage, any other Loan Document, any other agreement or any applicable Legal Requirement.

hts ofcontribution or indemnification) against Grantor or any other person under any other provision of this Mortgage, any other Loan Document, any other agreement or any applicable Legal Requirement.

(ii) As used herein, the term "Indemnified Matters" means any and all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation, reasonable fees and expenses ofattorneys and other professional consultants and experts, and of the investigation and defense ofany claim, whether or not such claim is ultimately withdrawn ordefeated, andthe settlement of any claim or judgmentincluding all value paid or given in settlement) ofevery kind, known orunknown, foreseeable or unforeseeable, which may be imposed upon, asserted against orincurred or paid by Holder and/or Trustee at any time and from time to time, whenever imposed, asserted or incurred, because of, resulting from, in connection with, or arising out of any transaction, act, omission, event or circumstance in any way connected with the Mortgaged Property or with this Mortgage or any other Loan Document, including but not limited to any bodily injury or death or property damage occurring in or upon or in the vicinity of the Mortgaged Property through any cause whatsoever atany time onor before the Release Date, any act performed or omitted to be performed hereunder or under any other Loan Document, any breach by Grantor of any representation, warranty, covenant, agreement or condition contained in this Mortgage or in any other Loan Document, any defaultas defined herein, any claim under or with respect to any Lease (hereinafter defined)

n, warranty, covenant, agreement or condition contained in this Mortgage or in any other Loan Document, any defaultas defined herein, any claim under or with respect to any Lease (hereinafter defined) and any Environmental Matter (defined below). As used herein, the term "Environmental Matter" means; (8) the presence ofany Hazardous Substance on, in, under, above or about the Mortgaged Property, or the migration or release or threatened migration or release of any Hazardous Substance on, to, from or through the Mortgaged Property, on or at any time before the Release Date; or (b) any act, omission, event or circumstance existing or occurring in connection with the handling, treatment, containment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substance which is at any time on or before the Release Date present on, in, under, above or about the Mortgaged Property; or (c) any violation on or before the Release Date, of any Environmental Requirement in effect on or before the Release Date, regardless of whether any act, omission, event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or (d) any Environmental Claim, or the filing or imposition of any environmental lien against the Mortgaged Property, because of, resulting from, in connection with, or arising out ofany ofthe matters referred to in clauses (a) throu preceding; andregardless of whether any of the matters referred to in the foregoing clauses (a) through (d) was caused by Grantor or Grantor’s tenant or any subtenant, or a prior owner of the Mortgaged Property or its tenant or any subtenant, or any third party. Without limitation of the definition of

h (d) was caused by Grantor or Grantor’s tenant or any subtenant, or a prior owner of the Mortgaged Property or its tenant or any subtenant, or any third party. Without limitation of the definition of Indemnified Matters herein, Grantor’ s indemnification obligations regarding any Environmental Matter shall include injury or damage to any person, property or natural resource occurring upon or off of the Mortgaged Property (including but not nS Deed of Trust / Highpoint Oaks Tech Center Page {2 amb ee Begeyiet f Topica pe aan tnt apa aa 6 ees gece ete i Neo ew enmecl OE nnancatlincaen Deen oe 4687 00290 limited to the cost of demolition and rebuilding of any improvements on real property), the preparation of any feasibility studies or reports and the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring or similar work required by any Environmental Requirement or necessary to have the full use and benefit of the Mortgaged Property as contemplated by the Loan Documents (including, without limitation, any of the same in connection with any foreclosure or transfer in lieu thereof), and all liability to pay or indemnify any person for costs in connection with any of the foregoing. The term "Release Date" as used herein means the earlier of the following two dates: (i) the date on which the indebtedness and obligations secured hereby have been paid and performed in fulland this Mortgage has been released, or (ii) the date on which the lien of this Mortgage is fully and finally foreclosed or aconveyance by deed in lieu of such foreclosure is fully and finally effective, and possession of the Mortgaged Property has been given to the

lien of this Mortgage is fully and finally foreclosed or aconveyance by deed in lieu of such foreclosure is fully and finally effective, and possession of the Mortgaged Property has been given to the purchaser or grantee free of occupancy and claims to occupancy by Grantor and Grantor's heirs, devisees, representatives, successors and assigns; provided, that if such payment, performance, release, foreclosure or conveyance is challenged, in bankruptcy proceedings or otherwise, the Release Date shall be deemed not to have occurred until such challenge is rejected, dismissed or withdrawn with prejudice, The indemnities in this paragraph (p) shall not terminate upon the Release Date or upon the release, foreclosure or other termination of this Mortgage but will survive the Release Date, foreclosure of this Mortgage or conveyancein lieu of foreclosure, therepayment of the secured indebtedness, the discharge and teleaseofthis Mortgage andthe other Loan Documents, any bankruptcy or other debtor relief proceeding, and any other event whatsoever.

(a) Records and Financial Reports. Grantor will keep accurate books and records in accordance with sound accounting principles in which full, irue and correct entiles shall be promptly made with respect to the Mostgaged Property and the operation thereof, and will permit all such books and records to be inspected and copied, and the Mortgaged Property to be inspected and photographed, by Holder and its representatives during normal business hours and atany other reasonabletimes. Without limitation of other or additional requirements in any of the other Loan Documents, Grantor will furnish to Holder: (i) current operating statements itemizing all income and expenses of the Mortgaged Property, foreach

her or additional requirements in any of the other Loan Documents, Grantor will furnish to Holder: (i) current operating statements itemizing all income and expenses of the Mortgaged Property, foreach month (and for the fiscal year through the end of such month) as soon as reasonably practicable but in any event within fifteen (15) days after the end of such month and for each fiscal year of Grantor within sixty (60) days after the end thereof including also a projection of such operations for the next fiscal year; and (ii) a balance sheet (including disclosure of all contingent liabilities) and an income statement of Grantor, for each fiscal year of Grantor as soon as reasonably practicable following the end of such fiscal year, but in any event within ninety (90) daysafter the end thereof. Each financial statement submitted pursuant to this paragraph shall be certified in writing as true and correct by Grantor (or ifGrantor isnota natural person, by a representative of Grantor acceptable to Holder). Grantor will fumnish to Holder at Grantor's expense all evidence which Holder may from time to time reasonably request as to compliance with all provisions of the Loan Documents. Any inspection or audit of the Mortgaged Property or the books and records of Grantor, or the procuring of documents and financial and other information, by or on behalf of Holder shall be for Holder’s protection only, and shall not constitute any assumption of responsibility to Grantor or anyone else with regard to the condition, construction, maintenance or operation of the Mortgaged Property nor Holder’s approval of any certification given to Holder nor relieve Grantor of any of Grantor’s obligations.

egard to the condition, construction, maintenance or operation of the Mortgaged Property nor Holder’s approval of any certification given to Holder nor relieve Grantor of any of Grantor’s obligations.

(r) Taxes on Note or Mortgage. Grantor will promptly pay all income, franchise and other taxes owing by Grantor and any stamp taxes or other taxes (unless such payment by Grantor is prohibited by law) which may be required to be paid with respect tothe Note, this Mortgage or any other instrumentevidencing or securing any of the secured indebtedness, Inthe event ofthe enactmentafter this date ofany law of any governmental entity applicable to Holder, the Note, the Mortgeged Property orthis Mortgage deducting from the value of property for the purpose of taxation any lien or security interest thereon, orimposing upon Holder the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Grantor, or changing in any way the laws relating to the taxation of deeds of trust or mortgages or security agreements or debts secured by deeds of trust or mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect this Mortgage or the indebtedness secured hereby or Holder, then, and in any such event, Grantor, upon demand by Holder, shall pay such taxes, assessments, charges or liens, or a NP Deed of Trust / Highpoint Oaks Tech Center Page 13 emer eg re AE RAE 4687 00291 reimburse Holder therefor, provided, however, that ifin the opinion of counsel for Holder (i) it might be unlawful torequire Grantor

ge 13 emer eg re AE RAE 4687 00291 reimburse Holder therefor, provided, however, that ifin the opinion of counsel for Holder (i) it might be unlawful torequire Grantor tomake such payment or (ii) the making of such payment might result in the imposition of interest beyond the maximum amount permitted by law, then and in such event, Holder may elect, bynotice in writing given to Grantor, to declare all of the indebtedness secured hereby to be and become due and payable sixty (60) days from the giving of such notice.

(s) Statement Conceming Note or Mortgage. Grantor shall atany time and from time totime fumish within seven (7) days of request by Holder a written statement in such form as may be required by Holder stating that (i) the Note, this Mortgage and the other Loan Documents are valid and binding obligations of Grantor, enforceable against Grantor ineccordance with their terms; (ii) the unpaid principal balance of the Note; (iii) the date to which interest on the Note is paid; (iv) the Note, this Mortgage and the other Loan Documents have not been released, subordinated or modified; and (v) there areno offsets ordefenses against the enforcement of the Note, this Mortgage or any other Loan Document. If any of the foregoing statements are untrue, Grantor shall, altematively, specify the reasons therefor.

Section 2.2, ; ance by Holder on Grantor's Behalf. Grantor agrees that, if Grantor fails to perform any act or to take any action which under any Loan Document Grantor is required to perform or take, or to pay any money which under any Loan Document Grantor is required to pay, and whether or not the failure then constitutes a default hereunder or thereunder, and

tor is required to perform or take, or to pay any money which under any Loan Document Grantor is required to pay, and whether or not the failure then constitutes a default hereunder or thereunder, and whether or not there has occurred any default or defaults hereunder or the secured indebtedness has been accelerated, Holder, in Grantor's name or its own name, may, but shall not be obligated to, perform or cause to be performed such actor take such action or pay suchmoney, and any expenses so incurred by Holder and any money so paid by Holder shall bea demand obligation owing by Grantor to Holder (which obligation Grantor hereby promises to pay), shall be a part of the indebtedness secured hereby, and Holder, upon making such payment, shall be subrogated to all of the rights of the person, entity or body politic receiving such payment. Holderand its designees shall have the right to enter upon the Mortgaged Property atany time and from timeto time for any such purposes. No such payment or performance by Holder shall waive or cure any default or waive any right, remedy or recourse of Holder. Any suchpaymentmay be made by Holder in reliance on any statement, invoice or claim without inquiry into the validity or accuracy thereof. Each amount due and owing by Grantor to Holder pursuant to this Mortgage shall bear interest, from the date such amountbecomes due until paid, at the rate perannum provided in the Note forinterest on past due principal owed on the Note butnever in excess of the maximumnonusurious amount permitted by applicable law, which interest shall be payable to Holder on demand; and all such amounts, together with such interest thereon, shall automatically and without notice bee part

ious amount permitted by applicable law, which interest shall be payable to Holder on demand; and all such amounts, together with such interest thereon, shall automatically and without notice bee part of the indebtedness secured hereby. The amount and nature of any expense by Holder hereunder and the time when paid shall be fully established by the certificate of Holder or any of Holder’s officers or agents.

Section 2.3, Absence of Obligations of Holder with Respect to Morteaged Property. Notwithstanding enything in this Mortgage to the contrary, including, without limitation, the definition of "Mortgaged Property" and/or the provisions of Article 3 hereof, (i) to the extent permitted by applicable law, the Mortgaged Property is composed of Grantor’s rights, title and interests therein but not Grantor’s obligations, duties or liabilities pertaining thereto, (ii) Holder neither assumes nor shall have eny obligations, duties or liabilities in connection with any portion of the items described in the definition of "Mortgaged Property" herein, either prior to orafter obtaining title to such Mortgaged Property, whether by foreclosure sale, the granting ofadeedintieu of foreclosure or otherwise, and (iii) Holder may, at any time prior to or after the acquisition of title to any portion of the Mortgaged Property as above described, advise any party in writing as to the extent of Holder's interest therein and/or expressly disaffirm in writing any rights, interests, obligations, duties and/or liabilities with respect to such Mortgaged Property or matters related thereto.

Without limiting the generality of the foregoing, itis understood and agreed that Holder shal! haveno obligations, duties or liabilities

respect to such Mortgaged Property or matters related thereto.

Without limiting the generality of the foregoing, itis understood and agreed that Holder shal! haveno obligations, duties or liabilities Priorto or after acquisition of title to any portion of the Mortgaged Property, as lessee under any lease or purchaser or seller under any contract or option unless Holder elects otherwise by written notification.

TE ee Tee a say SS SSS PSSA Deed of Trust / Highpoint Oaks Tech Center Page 14 Section3.1. Assignment, Asadditional security forthe indebtedness secured hereby, Grantor hereby assigns to Holder all Rents (hereinafter defined) and all of Grantor's rights in and under all Leases (hereinafter defined). Upon the occurrence of a defaulthereunder, Holder shall have the right, powerand privilege (but shall be underno duty) to demand possession of the Rents, which demand shall to the fullest extent permitted by applicable law be sufficientaction by Holder to entitle Holderto immediate and directpayment of the Rents (including delivery to Holder of Rents collected for the period in which the demand occurs and for any subsequent period), for application as provided in this Mortgage, all without the necessity of any further action by Holder, including, without limitation, any action to obtain possession of the Land, Improvements or any other portion of the Mortgaged Property. Grantor hereby authorizes and directs the tenants under the Leases to pay Rents to Holder upon written demand by Holder, without further consent of Grantor, without any obligation to determine whether a default has in fact occurred and regardless of whether Holder has taken possession of any portion of the Mortgaged Property, and the tenants may rely upon any written

obligation to determine whether a default has in fact occurred and regardless of whether Holder has taken possession of any portion of the Mortgaged Property, and the tenants may rely upon any written statement delivered by Holder to the tenants. Any suchpayment to Holder shall constitute payment to Grantor under the Leases, and Grantor hereby appoints Holder as Grantor’s lawfiil attorney-in-fact for giving, and Holder is hereby empowered to give, acquittances to any tenants for such payments to Holder aftera default, Theassignmentcontained inthis Section 3,1 shall become null and void upon the release of this Mortgage. As used herein: (i) "Lease" means each existing or future lease, sublease (to the extent of Grantor’s rights thereunder) or other agreement under the terms of which any person has or acquires any right to occupy or use the Mortgaged Property, or any part thereof, or interest therein, and each existing or future guaranty of payment or performance thereunder, and all extensions, renewals, modificationsand replacements of each such lease, sublease, agreementor guaranty; and (ji) "Rents" means all of the rents, revenue, income, profits and proceeds derived and to be derived from the Mortgaged Property or arising from the use or enjoyment of any portion thereof or from any Lease, including but not limited to liquidated damages following default under any such Lease, all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by damage to any part of the Mortgaged Property, all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy including, without limitation, rights of recovery for use and occupancy and

age to any part of the Mortgaged Property, all of Grantor’s rights to recover monetary amounts from any tenant in bankruptcy including, without limitation, rights of recovery for use and occupancy and damageclaimsarising outof Lease defaults, including rejections, under any applicable Debtor Relief Law (as hereinafter defined), together with any sums of money that may now or atany time hereafter be or become due and payable to Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay rentals and any other amount ofany kind or character arising under any and all present and all future oil, gas, mineral and mining leases covering the Mortgaged Property or any partthereof, andall proceeds and other amounts paid or owing to Grantor under or pursuant to any and all contracts and bonds relating to the construction or renovation of the Mortgaged Property.

Section 3.2. vernants, Ri tions and Warranties Concemi d Rents. Grantor covenants, represents and warrants that: (i) Grantor has good title to, and is the owner of the entire landlord's interest in, the Leases and Rents hereby assigned and authority to assign them; (ii) all Leases are valid and enforceable, and in full force and effect, and are unmodified exceptas stated therein; (iii) unless otherwise stated ina Permitted Encumbrance, no Rents or Leases have been orwill beassigned, mortgaged, pledged or otherwise encumbered and no other person has or will acquire any right, title or interest in such Rents or Leases; (iv)no Rents have been waived, released, discounted, set off or compromised; (v) exceptas stated in the Leases, Grantor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents;

unted, set off or compromised; (v) exceptas stated in the Leases, Grantor has not received any funds or deposits from any tenant for which credit has not already been made on account of accrued Rents; (vi) Grantor shall perform all of its obligations under the Leases and enforce the tenants’ obligations under the Leases to theextent enforcementis prudent under the circumstances; (vii) exceptas otherwise provided in the Loan Agreement, Grantor willnot without the prior written consent of Holder, enter into any Lease after the date hereof, or waive, release, discount, set off, compromise, reduce or defer any Rent, receive or collect Rents more than one (1) month in advance, grant any rent-free period to any tenant, reduce any Lease term or waive, release or otherwise modify any other material obligation under any Lease, renew or extend any Lease except in accordance with a right of the tenant thereto in such Lease, approve or consent to an assignment ofa Lease ora subletting of any part of the premises covered by a Lease, or settle or compromise any claim against a tenant under a Lease in bankruptcy or otherwise; (viii) Grantor will not, except in good faith where the tenant is in material default thereunder, terminate or consent to the cancellation or surrender of any Lease having an unexpired term of one year or more unless promptly after the Deed of Trust / Highpoint Oaks Tech Center Page 15 4687 00293 cancellation or surrender anew Lease of such premises is made witha new tenant having a credit standing, in Holder’s judgment, atleast equivalent to that of the tenant whose Lease was cancelled, on substantially the same terms es the terminated or cancelled

made witha new tenant having a credit standing, in Holder’s judgment, atleast equivalent to that of the tenant whose Lease was cancelled, on substantially the same terms es the terminated or cancelled Lease; (ix) Grantor will not execute any Lease except in accordance with the Loan Documents and for actual occupancy by the tenant thereunder; (x) Grantor shall give prompt notice to Holder, as soon as Grantor first obtains notice, of any claim, or the commencement of any action, by any tenant or subtenant under or with respect to a Lease regarding any claimed damage, default, diminution ofor offset against Rent, cancellation of the Lease, or constructive eviction, excluding, however, notices of defaultunder residential Leases, and Grantor shall defend, at Grantor’s expense, any proceeding pertaining to any Lease, including, if Holder so requests, any such proceeding to which Holder isa party; (xi) Grantor shall as often as reasonably requested by Holder, within ten (10) days of eachrequest, deliver to Holdera complete rentroll of the Mortgaged Property in such detail as Holder mayreasonably require and financial statements of the tenants, subtenants and guarantors under the Leases to the extent available to Grantor, and deliver to such of the tenants and others obligated under the Leases specified by Holder written notice of the assignment in Section 3.1 in form and content satisfactory to Holder; (xii) promptly upon request by Holder, Grantor shall deliver to Holder executed originals of all Leases and copies of alll records relating thereto; (xiii) there shall beno merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Holder; and (xiv) Holder mayatany time

ing thereto; (xiii) there shall beno merger of the leasehold estates, created by the Leases, with the fee estate of the Land without the prior written consent of Holder; and (xiv) Holder mayatany time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of this Mortgage to any Lease, without joinder or consent of, or notice to, Grantor, any tenant or any other person, and notice is hereby given to each tenant under a Lease of such right to subordinate. No such subordination shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lienholder, and nothing herein shall be construed as subordinating this Mortgage to any Lease.

Section3.3. NoLiabilityofHolder. Holder’s acceptance of this assignment shallnot be deemed to constitute Holder a "mortgageein possession," nor obligate Holder to appear in or defend any proceeding relating toany Lease or tothe Mortgaged Property, or to take any action hereunder, expendany money, incur any expenses, or perform any obligation or liability underany Lease, or assume any obligation for any deposit delivered to Grantor by any tenant and not as such delivered to and accepted by Holder. Holder shail not be liable for any injury or damage to person or property in or about the Mortgaged Property, or for Holder’s failure to collect orto exercise diligence in collecting Rents, but shall be accountable only for Rents that it shall actually receive, Neither the assignment of Leases and Rents nor enforcement of Holder's rights regarding Leases and Rents (including collection ofRents) nor possession of the Mortgaged Property by Holdernor Holder's consentto or approval ofany Lease (nor all

s nor enforcement of Holder's rights regarding Leases and Rents (including collection ofRents) nor possession of the Mortgaged Property by Holdernor Holder's consentto or approval ofany Lease (nor all of the same), shall render Holder liable on any obligation under or with respect to any Lease or constitute affirmation of, or any subordination to, any Lease, occupancy, useor option. If Holder seeks or obtains any judicial reliefregarding Rents or Leases, the same shall inno way prevent the concurrent or subsequent employment of any other appropriate rights orremediesnor shall same constitute an election of judicial relief for any foreclosure or any other purpose. Holder neither has nor assumes any obligations aslessor or landlord with respect to any Lease. The rights of Holder under this Article 3 shall be cumulative ofall other rights of Holder under the Loan Documents or otherwise.

ARTICLE 4 - Default Section 4.1. Events of Default. The occurrence of any one of the following shall be a default under this Mortgage ("default"): {a) Failure to Pay Indebtedness. Any of the secured indebtedness is not paid when due, regardless ofhow such amount may have become due.

(&b) Nonperformance of Covenants. Any covenant, agreement or condition herein or in any other Loan Document (other than covenants otherwise addressed in another paragraph of this Section 4.1, suchas covenantsto pay the secured indebtedness) isnot fully and timely performed, observed or kept, and such failure is not cured within the applicable grace period {if any) provided for herein or in such other Loan Document.

i Deed of Trust / Highpoint Oaks Tech Center Page 16 | a a eee ER ; 1 mmm Aa acc AACA ACCA | 4687 00294

od {if any) provided for herein or in such other Loan Document.

i Deed of Trust / Highpoint Oaks Tech Center Page 16 | a a eee ER ; 1 mmm Aa acc AACA ACCA | 4687 00294 (c) Representations. Any statement, representation or warranty in any of the Loan Documents, or in any financial statement orany other writing heretofore or hereafter delivered to Holder in connection with the secured indebtedness is false, misleading or erroneous in any material respect on the date hereof or on the date as of which such statement, representation or warranty is made, and such statement, representation or warranty is not made true and corvect (as of the time such corrective action is taken) within the applicable grace period (if any) provided for in such Loan Document.

(4) _— Banileruptey or Insolvency. The owner of the Mortgaged Property or any person liable, directly or indirectly, for any of the secured indebtedness (or any general parmer or joint venturer of such owner or other person): (1) (i) Executes an assignment for the benefit of creditors, or takes any action in furtherance thereof; or (ii) admits in writing its inability to pay, or fails to pay, its debts generally as they become due; or (iii) as a debtor, files a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of, Title 11 of the United States Code as now or hereafter in effect or any other law, domestic or foreign, as now or hereafter in effect relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement, composition, extension oradjustment of debts, or similar lawsaffecting the rights ofcreditors (Title 11 of the United States Code and such other laws being herein called "Debtor Relief Laws"), or takes any

sition, extension oradjustment of debts, or similar lawsaffecting the rights ofcreditors (Title 11 of the United States Code and such other laws being herein called "Debtor Relief Laws"), or takes any action in furtherance thereof; or (iv) seeksthe appointment of a receiver, trustee, custodian or liquidator of the Mortgaged Property or any part thereof or of any significant portion of its other property; or (2) Suffers the filing of'a petition, case, proceeding or other action against itas a debtor under any Debtor Relief Law or seeking appointment ofa receiver, trustee, custodian or liquidator of the Mortgaged Property or any part thereofor of any significant portion of its other property, and (i) admits, acquiesces in or fails to contest diligently the material allegations thereof, or (ii) the petition, case, proceeding or other action results in entry of any order for relief or order granting relief sought againstit, or (iii) ina proceeding under the Federal Bankruptcy Code, the caseis converted from one chapter to another, or (iv) fails to have the petition, case, proceeding or other action permanently dismissed or discharged on or before the earlier of trial thereon or sixty (60) days next following the date of its filing; or (3) Conceals, removes, or permits to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or makes or suffers a transfer of any ofits property which may be fraudulent underany bankruptcy, fraudulentconveyance or similar law; or makes any transfer ofits property to or for the benefitofa creditor ata time when other creditors similarly situated have not been paid; or suffers or permits, while insolvent, any creditor to obtain

makes any transfer ofits property to or for the benefitofa creditor ata time when other creditors similarly situated have not been paid; or suffers or permits, while insolvent, any creditor to obtain 8 lien (other than as described in subparagraph (4) below) upon any ofits property through legal proceedings which arenot vacated and such lien discharged prior to enforcement thereof and in any event within sixty (60) days from the date thereof: or (4) Fails to have discharged within a period of ten (10) days any attachment, sequestration, or similar rg writ levied upon any of its property; or | i: I (5) Fails to pay immediately any final money judgment against it, (©) Transfer of the Mortgaged Property. Any sale, lease, conveyance, assignment, pledge, encumbrance, it or transfer of all or any part of the Mortgaged Property or any interest therein, voluntarily or involuntarily, whether by operation a: oflawor otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical | useand which have been replaced by adequate substitutes, owned by Grantor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of'a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing aright or option to purchase and not in contravention of any provision of this Mortgage or ofany other Loan Document. Holder may, in its sole discretion, waive a defaultunder thisparagraph, but it shall haveno obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Holder may require: the

discretion, waive a defaultunder thisparagraph, but it shall haveno obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Holder may require: the grantee’s integrity, reputation, character, creditworthiness and managementability being satisfactory to Holder initssole judgment Socsenmw i Re aaladad Deed of Trust / Highpoint Oaks Tech Center Page 17 eee et seas i ee ee ater in ale pen oe St Pe 4687 00295 and grantee executing, prior to such sale or transfer, a written assumption agreement containing such termsas Holder may require, aprincipal paydownon the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of theterm of the Note, and any other modification of the Loan Documents which Holder may require.

(} Transfer of Qwnership of Grantor. The sale, pledge, encumbrance, assignment or transfer, voluntarily or involuntarily, whether by operation of law or otherwise, of any general parmership interestin Grantor (if Grantor isnot a natural person butisa corporation, partnership, trust or other legal entity), without the prior written consent of Holder (including, without limitation, if Grantor is a partnership or joint venture, the withdrawal from or admission into it of any general partner or joint venturer), except: sales or transfers of stock in Grantor if Grantor is a corporation or sales or transfers of limited partnership interestsin Grantor ifGrantoris a limited partnership provided that such sales or transfers, together with any prior sales or transfers of interests in Grantor, do not result in more than fifty percent (50%) of the total beneficial interests in Grantor having been sold or transferred since the date of this Mortgage.

sales or transfers of interests in Grantor, do not result in more than fifty percent (50%) of the total beneficial interests in Grantor having been sold or transferred since the date of this Mortgage.

(g) GrantofEasement, Ete, Without the prior written consent of Holder, Grantor grants any easement or dedication, files any plat, condominium declaration, or restriction, or otherwise encumbers the Mortgaged Property, or seeks or permitsany zoning reclassification or variance, unless such action is expressly permitted by the Loan Documents or doesnotaffect the Mortgaged Property.

(h) Abandonment. The owner of the Mortgaged Property abandons any of the Mortgaged Property.

a Default Under Other Lien. A default or event of default occurs under any lien, security interest or assignment covering the Mortgaged Property or any part thereof (whether ornotHolder has consented, and withouthereby implying Holder’s consent, to any such lien, security interest or assignment not created hereunder), or the holder of any such lien, security interest or assignment declares a default or institutes foreclosure or other proceedings forthe enforcement of its remedies thereunder.

(ji) Destruction. The Mortgaged Property is so demolished, destroyed or damaged that, in the reasonable opinion ofHolder, it cannot be restored or rebuilt with available funds to a profitable condition within a reasonable period of time and in any event prior to the final maturity date of the Note.

(k) Condemnation. (i) Any governmental authority shall require, or commence any proceeding for, the demolition of any building or structure comprising a part of the Premises, or (ii) there is commenced any proceeding to condemn

overnmental authority shall require, or commence any proceeding for, the demolition of any building or structure comprising a part of the Premises, or (ii) there is commenced any proceeding to condemn orotherwise take pursuant to the power of eminent domain, oracontract forsale ora conveyance inlieuof such ateking is executed which provides for the transfer of, a material portion of the Premises, including but not limited to the taking (or transfer in lieu thereof) ofany portion which wouldresult in the blockage or substantial impairment ofaccess orutility service tothe Improvements or which would cause the Premises to fail to comply with any Legal Requirement.

Liquidation, Etc, The liquidation, termination, dissolution, merger, consolidation or failure tomaintain good standing in the State of Texas (or in the case of an individual, the death or legal incapacity) of the owner of the Mortgaged Property or any person obligated to pay any part of the secured indebtedness.

(m) Material, Adverse Change, In Holder's reasonable opinion, the prospect of payment of all or any part ofthesecured indebtedness has been impaired because of'a material, adverse change in the financial condition, results ofoperations, business or properties of the owner of the Mortgaged Property or any person liable, directly or indirectly, for any of the secured indebtedness, or of any general partner or joint venturer thereof (if such owner or other person is a partnership or joint venture), (n) Enforceability: Priority. Any Loan Document shall for any reason without Holder's specific written consent cease to be in full force and effect, or shall be declared null and void or unenforceable in whole or in part, or the validity a re rr iii Deed of Trust / Highpoint Oaks Tech Center Page 18

en consent cease to be in full force and effect, or shall be declared null and void or unenforceable in whole or in part, or the validity a re rr iii Deed of Trust / Highpoint Oaks Tech Center Page 18 SR or enforceability thereof, in whole or in part, shall be challenged or denied by any party thereto other than Holder; or the liens, mortgages or security interests of Holder in any of the Mortgaged Property become unenforceable in whole orin part, or cease to be of the priority herein required, or the validity or enforceability thereof, in whole or in part, shall be challenged or denied by Grantor or any person obligated to pay any part of the secured indebtedness.

(0) OtherLoan Documents, A defaultorevent ofdefaultoccurs under any Loan Document, other than this Mortgage, and the same is not remedied within the applicable period of grace (if, any) provided in such Loan Document.

Section4.2. Noticeand Cure. If any provision of this Mortgage or any other Loan Document provides for Holder to give to Grantor any notice regarding a default or incipient default, then if Holder shall fail to give such notice to Grantor as provided, the sole and exclusive remedy of Grantor for such failure shall be to seek appropriate equitable relief'to enforce the agreement to give such notice and to have any acceleration of the maturity of the Note and the secured indebtedness postponed or revoked and foreclosure proceedings in connection therewith delayed or terminated pending or upon the curing of such defaultin the manner and during the period of time permitted by such agreement, ifany, and Grantor shall haveno right to damages or any

erewith delayed or terminated pending or upon the curing of such defaultin the manner and during the period of time permitted by such agreement, ifany, and Grantor shall haveno right to damages or any other type of reliefnotherein specifically set outagainst Holder, all of which damages or other reliefare hereby waived by Grantor.

Nothing herein or in any other Loan Document shall operate or be construed to add on ormake cumulative any cure or grace periods specified in any of the Loan Documents.

ARTICLE 5 - Remedies Section 5.1. Certain Remedies. Ifa default shall occur, Holdermay (butshall have noobligationto) exerciseany one or more of the following remedies, without notice (unless notice is required by applicable statute): . (a) Acceleration. Holdermay atany time and from time to time declare any orall of the secured indebtedness immediately due and payable and suchsecured indebtedness shall thereupon be immediately dueand payable, without presentment, demand, protest, notice of protest, notice of acceleration or of intention to accelerate orany othernotice or declaration of any kind, all of whichare hereby expressly waived by Grantor. Without limitation of the foregoing, upon the occurrence of adefault described in Section 4.1(d)(1)(3). (iii), or (iv), all of the secured indebtedness shal! thereupon be immediately due and payable, without presentment, demand, protest, notice of protest, declaration ornotice ofacceleration or intention to accelerate, or any othernotice, declaration or act of any kind, all of which are hereby expressly waived by Grantor.

(v) Enforcement of Assignment of Rents. Prior or subsequent to taking possession of any portion of the

othernotice, declaration or act of any kind, all of which are hereby expressly waived by Grantor.

(v) Enforcement of Assignment of Rents. Prior or subsequent to taking possession of any portion of the Mortgaged Property or taking any action with respect to such possession, Holder may: (1) collect and/or sue for the Rents in Holder’sownname, give receipts and releases therefor, and after deducting all expenses of collection, including attorneys’ fees and expenses, apply the net proceeds thereof to the secured indebtedness in such manner and order as Holder may elect and/or to the operation and management of the Mortgaged Property, including the paymentof: management, brokerage andattomey’s feesand expenses; and (2) require Grantor to transfer all security deposits and records thereofto Holder together with original counterparts of the Leases, () Foreclosure. Upon the occurrence of a default, Trustee, orhissuccessoror substitute, is authorizedand empowered and it shall be his special duty at the request of Holder to sell the Mortgaged Property or any part thereof situated in the State of Texas, at the courthouse of any county (whether or not the counties in which the Mortgaged Property is located are contiguous, ifthe Mortgaged Property is located in more than one county) in the State of Texasin which any part of the Morteaged Property is situated, at public vendue to the highest bidder for cash between the hours of ten o’clock a.m. and four o'clock p.m.

on the first Tuesday in any month orat such other place, time and dateasprovided by the statutes of the State of Texas then in force governing sales of real estate under powers of sale conferred by deed of trust, after having given notice of such sale in accordance

dateasprovided by the statutes of the State of Texas then in force governing sales of real estate under powers of sale conferred by deed of trust, after having given notice of such sale in accordance with such statutes. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Holder may request. To the Deed of Trust / Highpoint Oaks Tech Center Page 19 nme naan aaaeaaaaaaase saa casas | | 4687 00297 extent permitted by applicable law, any sale may be adjourned by announcement at the time and place appointed for such sale without furthernotice exceptas may be required by law. The sale by Trustee of less than the whole ofthe Mortgaged Property shall not exhaust the power of sale herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the indebtedness secured hereby and the expense of. executing this trust as provided herein, this Mortgage and the lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as thoughnosale had been made; provided, however, that Grantor shall never have any right torequire the saleof less than the whole of the Mortgaged Property but Holder shall have theright, atits sole election, torequest Trustee to sell less than the whole of the Mortgaged Property. Trustee may, after any request or direction by Holder, sell not only the real property but also the Collateral and other interests which area part of the Mortgaged Property, or any part thereof, asa unit and as apart ofasingle

uest or direction by Holder, sell not only the real property but also the Collateral and other interests which area part of the Mortgaged Property, or any part thereof, asa unit and as apart ofasingle sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It shall not be necessary for Trustee to have taken possession of any part of the Mortgaged Property or to have present or to exhibit at any sale any of the Collateral. After each sale, Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances in the name of Grantor, conveying the property so sold to the purchaser or purchasers with general warranty of title by Grantor, subject to the Permitted Encumbrances (and to such leases and other matters, ifany, as Trustee may electupon request ofHolder), and shall receive the proceeds of said sale or sales and apply the same as herein provided. Paymentof the purchase price to the Trustee shall satisfy the obligation of purchaser at such sale therefor, and such purchaser shall not be responsible for the application thereof. The power of sale granted herein shall not be exhausted by any saleheld hereunder by Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many timesas Holder may deem necessary until all ofthe Mortgaged Property has been duly sold and all secured indebtedness has been fully paid. Inthe eventany sale hereunder isnot completed or is defective in the opinion of Holder, such sale shall not exhaust the power of sale hereunder and Holder shall have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in

ch sale shall not exhaust the power of sale hereunder and Holder shall have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds or other conveyances given by Trustee or any successor or substitute appointed hereunder as tononpaymentof the secured indebtedness or as to the occurrence ofany default, oras to Holder’ shaving declared all of said indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee, or as to the appointment ofany substitute or successor trustee, or as toany other actor thing having been duly done by Holder orby such Trustee, substitute or successor, shall be taken as prima facie evidence of the truth of the facts so stated and recited. The Trustee or his successor or substitute may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of Trustee, his successor orsubstitute, IfTrustes or his successor or substitute shall have given notice of salehereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice hed been given by the successor or substitute Trustee conducting the sale.

(d) Uniform Commercial Code, Without limitation of Holder’s rights of enforcement with respect to the

ereto as if such notice hed been given by the successor or substitute Trustee conducting the sale.

(d) Uniform Commercial Code, Without limitation of Holder’s rights of enforcement with respect to the Collateral or any part thereof in accordance with the procedures for foreclosure of real estate, Holder may exercise its rights of enforcement with respect to the Collateral or any part thereof under the Texas Business and Commerce Code asamended (orunder the Uniform Commercial Code in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to or in substitution for those rights and remedies: (1) Holder may enter upon Grantor's premises to take possession of, assemble and collect the Collateral or, to the extent and for those items of the Collateral permitted under applicable law, to render it unusable; (2) Holder may require Grantor to assemble the Collateral and make it available at a place Holder designates which is mutually convenient to allow Holder to take possession or dispose of the Collateral; (3) written notice mailed to Grantor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior tothe date after which private sale of the Collateral will be made shall constitute reasonable notice; (4) any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public sale conducted in a commercially reasonable manner if held contemporaneously with and upon the same notice asrequired for the sale of the Mortgaged Property under power of sale as provided in Section 5.1(c}; (5)in the event ofa foreclosure sale, whether made by Trustee under the terms hereof, or under judgment ofa court, the Collateral and the other A ec

under power of sale as provided in Section 5.1(c}; (5)in the event ofa foreclosure sale, whether made by Trustee under the terms hereof, or under judgment ofa court, the Collateral and the other A ec Deed of Trust / Highpoint Oaks Tech Center Page 20 4687 00298 Mortgaged Property may, at the option of Holder, be sold as a whole; (6) it shall not be necessary that Holder take possession of the Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this Section $.1 is conducted and it shall not be necessary that the Collateral or any part thereof be present at the location of such sale; (7) with respect to application of proceeds of disposition of the Collateral under Section 5,3, the costs and expenses incident to disposition shall include the Teasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the likeand the reasonable attomeys’ fees and legal expenses incurred by Holder; (8) any and all statements of fact or other recitals made inany bill ofsale or assignment or other instrument evidencing any foreclosure sale hereunder as tononpaymentofthe secured indebtedness oras to the occurrence of any default, or as to Holder having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Holder, shall be takenas prima facie evidence of the truth of the facts so stated and recited; and (9) Holder may appoint ordelegate any On¢ or more persons as agent to perform any act oracts necessary or incident to any sale held by Holder, including the sending

he facts so stated and recited; and (9) Holder may appoint ordelegate any On¢ or more persons as agent to perform any act oracts necessary or incident to any sale held by Holder, including the sending of notices and the conduct of the sale, but in the name and on behalf of Holder.

{e) Lawsuits. Holder may proceed by a suit or suits in equity or at law, whether for collection of the indebtedness secured hereby, the specific performance of any covenant oragreement herein contained or in aid of theexecution of any power herein granted, or for any foreclosure hereunder or forthe sale of the Mortgaged Property under the judgment or decree of any court or courts of competent jurisdiction.

(D Entry on Mortgaged Property. Holder is authorized, prior or subsequent to the institution of any foreclosure proceedings, tothe fullest extent permitted by applicable law, toenterupon the Mortgaged Property, orany part thereof, and to take possession of the Mortgaged Property and all books and records relating thereto, and to exercise without interference from Grantorany and all rights which Grantor has with respect to the management, possession, operation, protection or preservation of the Mortgaged Property, Holder shall not be deemed to have taken Possession of the Mortgaged Property or any part thereof exceptupon the exercise ofits right to doso, and then only tothe extentevidenced by its demand and overtact specifically forsuch purpose. All costs, expensesand liabilities ofevery character incurred by Holder in managing, operating, maintaining, protecting or preserving the Mortgaged Property shall constitute a demand obligation of Grantor (which obligation Grantor hereby promises

racter incurred by Holder in managing, operating, maintaining, protecting or preserving the Mortgaged Property shall constitute a demand obligation of Grantor (which obligation Grantor hereby promises topay) to Holder pursuantto this Mortgage. Ifnecessary to obtain the possession provided for above, Holder may invoke any and all legal remedies to dispossess Grantor. Inconnection with any action taken by Holder pursuant to this Section 5,1(f), Holder shall note liable for any loss sustained by Grantor resulting from any failure to let the Mortgaged Property orany part thereof, or from any act or omission of Holder in managing the Mortgaged Property unless such loss is caused by the willful misconduct and bad faith of Holder, nor shall Holder be obligated to perform or discharge any obligation, duty or liability of Grantor arising under any lease or other agreement relating to the Mortgaged Property or arising under any Permitted Encumbrance or otherwise arising.

Grantor hereby assents to, ratifies and confirms any andall actions of Holder with respect to the Mortgaged Property taken under this Section 5.1(.

(s) Regeiver. Holder shall asa matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Mortgaged Property, whether such receivership be incident to a proposed sale (or sales) of such property or otherwise, and without regard to the value of the Mortgaged Property or the solvency of any person or personsliable for the payment ofthe indebtedness secured hereby, and Grantor does hereby irrevocably consentto the appointment ofsuchreceiver orreceivers, waives any and all defenses to such appointment, agrees not to oppose any application therefor by Holder, and agrees that such

hereby irrevocably consentto the appointment ofsuchreceiver orreceivers, waives any and all defenses to such appointment, agrees not to oppose any application therefor by Holder, and agrees that such appointment shall inno manner impair, prejudice or otherwise affecttherights of Holder to application ofRentsasprovided in this Mortgage. Nothing herein is to be construed to deprive Holder of any ather right, remedy or privilege it may have under the law tohave areceiver appointed. Anymoney advanced by Holder inconnection with any such receivership shall bea demand obligation (which obligation Grantor hereby promises to pay) owing by Grantor to Holder pursuant to this Mortgage.

q) Termination of Commitmentto Lend. Holder may terminate any commitment or obligation to lendor disburse funds under any Loan Document.

Deed of Trust / Highpoint Oaks Tech Center Page 2 tn 2 ; aby TA 4687 00299 rf) Other Rights and Remedies, Holder may exercise any and all other rights and remedies which Holder may have under the Loan Documents, or at law or in equity or otherwise.

Section5.2. _Effectiveas Mortgage. This instrument shall be effective as 4 morigage as well as a deed of trust and upon the occurrenceofa default may be foreclosed astoany ofthe Mortgaged Property inany manner permitted by applicable iaw, and any foreclosure suit may be brought by Trustee or by Holder; and to the extent, if any, required to cause this instrument tobe 80 effective as a mortgage as well as a deed of trust, Grantor hereby mortgages the Mortgaged Property to Holder. In the eventa foreclosure hereunder shall be commenced by Trustee, or his substitute or successor, Holder may atany time before thesaleof the

Grantor hereby mortgages the Mortgaged Property to Holder. In the eventa foreclosure hereunder shall be commenced by Trustee, or his substitute or successor, Holder may atany time before thesaleof the Mortgaged Property direct Trustee to abandon the sale, and may then institute suit for the collection of the Note and/or any other secured indebtedness, and for the foreclosure of this Mortgage. It is agreed that if Holder should institute a suit for the collection ofthe Note or any other secured indebtedness and forthe foreclosure of this Mortgage, Holder may atany time before theentry of 8 final judgment in said suit dismiss the same, and require Trustee, his substitute or successor to selll the Martgaged Property in accordance with the provisions of this Mortgage.

SectionS.3. Proceeds of Foreclosure. The proceeds of any sale held by Trustee or Holder or any receiver or public officer in foreclosure of the liens and Security interests evidenced hereby shall beapplied: FIRST, to the paymentofall necessary costsand expenses incident to such foreclosure sale, including butnet limited toall reasonable attomeys’ feesand legal expenses, all court costs and charges ofevery character, anda reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of Section 5.1(c) if foreclosed by pawer of sale as provided in said paragraph, andto the paymentof the othersecured indebtedness, including specifically without limitation the principal, accrued interest andattomeys’ fees due and unpaid on the Note and the amounts due and unpaid and owed to Holder under this Mortgage, the orderand manner of application to the items in this clause FIRST to be in Holder’s sole discretion; and SECOND, the remainder, if, any there shall

nd unpaid and owed to Holder under this Mortgage, the orderand manner of application to the items in this clause FIRST to be in Holder’s sole discretion; and SECOND, the remainder, if, any there shall be, shall be paid to Grantor, orto Grantor's heirs, devisees, representatives, successors orassigns, orsuch other persons (including the holder or beneficiary of any inferiorlien)asmay beentitled thereto by law; provided, however, that ifHolderis uncertain which person or persons are so entitled, Holder may interplead such remainder in any court of competent jurisdiction, and theamountof any attomeys” fees, court costs and expenses incurred in such action shall be a part of the secured indebtedness and shall be reimbursable (without limitation) from such remainder, Section 5.4, Holder as Purchaser. Holder shall have the Tight to become the purchaser at any sale held by Trustee | or substitute or successor or by any receiver or public officer or at any public sale, and Holder shall have the right to credit upon i theamount ofHolder's successful bid, to the extentnecessary to satisfy such bid, all orany part of the secured indebtedness in such : manner and order as Holder may elect. ' | Section 5.5. Foreclosure esto Matured Debt. Upon the occurrence ofa default, Holder shall have the rightto proceed f with foreclosure (judicial or nonjudicial) of the liens and security interests hereunder without declaring the entire secured indebtedness due, and in such event any such foreclosure sale may be made subject to the unmatured part of the secured indebtedness; and any such sale shal! not in any manner affect the unmatured part of the secured indebtedness, but as to such i

oreclosure sale may be made subject to the unmatured part of the secured indebtedness; and any such sale shal! not in any manner affect the unmatured part of the secured indebtedness, but as to such i unmatured part this Mortgage shall remain in full force andeffect justas though nosale had beenmade. The proceeds of suchsale t shall be applied as providedin Section $,3 exceptthattheamount paid under clause FIRST thereof shall be only the matured portion \ of the secured indebtedness and any proceeds of such sale in excess of those provided for in clause FIRST (modified as provided i above) shall be applied to the prepayment (without penalty) of any other secured indebtedness in such manner andorderandtosuch extent as Holder deems advisable, and the remainder, if any, shall be applied as provided in clause SECOND of Section 5,3. i Several sales may be made hereunder without exhausting the right of sale for any unmatured part of the secured indebtedness, Section 5.6. Remedies Cumulative, Allrightsandremedies provided for herein and in any other Loan Document are cumulative of each other and ofany and all other rights andremedies existing at law orin equity, and Trustee and Holder shall, in addition to therights and remedies provided herein orin any other Loan Document, be entitled toavail themselves ofall such other i Deed of Trust / Highpoint Oaks Tech Center Page 22 Mies f Sie ee ee oo j af !

4 | | !

1 j pe ™ ees 4687 00300 Section 5.7, older’s Discreti to ity. Holder may resort to any security given by this Mortgage orto any other security now existing or hereafter given to secure the payment of the secured indebtedness, in whole or in part, and in such

ty. Holder may resort to any security given by this Mortgage orto any other security now existing or hereafter given to secure the payment of the secured indebtedness, in whole or in part, and in such Portions and in such order as may seem best to Holder in its sole and uncontrolled discretion, and any such action shall not in anywise be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this Mortgage, Section 5.8, "3 Wai in Ri » Tothe full extent Grantormay do so, Grantor agrees that Grantor willnotat any time insistupon, plead, claim or take the benefitor advantage of; any lawnow orhereafterin force providing for any appraiscment, valuation, stay, extension or redemption, and Grantor, for Grantor, Grantor's heirs, devisees, representatives, Successors and assigns, and for any and all persons ever claiming any interest in the Mortgaged Property, to the extent permitted byapplicable law, hereby waives andreleasesall Tights ofredemption, valuation, appmisement, stay of execution, notice of intention tomature or declare due the whole of the secured indebtedness, notice of election tomature ordeclare due the whole of the secured indebtedness and all rights to a marshaling of assets of Grantor, including the Mortgaged Property, or toa sale in inverse orderof in force, of which Grantor or Grantor’s heirs, devisees, representatives, successors or assigns or any other persons claiming any interestin the Mortgaged Property might takeadvantage despite this Section 5,8, shall hereafter be repealed or cease to bein force, such law shall not thereafter be deemed to preclude the application of this Section 5.8.

Section 5.9. ivery of ion Foreclosure, In the event there is a foreclosure sale hereunder and at the

ein force, such law shall not thereafter be deemed to preclude the application of this Section 5.8.

Section 5.9. ivery of ion Foreclosure, In the event there is a foreclosure sale hereunder and at the timeofsuch sale, Grantor orGrantor’s heirs, devisees, representatives, SUCCESSOrS Or assigns are occupying orusing the Mortgaged Property, or any part thereof, each and all shall immediately become the tenant of the purchaser at such sale, which tenancy shall bea tenancy from day today, terminable at the will ofeither landlord or tenant, ata reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser; and to the extentpermitted by applicable law, the purchaser of the property (such as an action for forcible detainer) in any court having jurisdiction.

ARTICLE 6 - Miscellaneous Section6.1. Scope of Mortgage, This Mortgage is a deed of trust and mortgage of both real and personal property, a security agreement, a financing statement and a collateral assignment, and also covers Proceeds and fixtures.

Scction 6.2. jve asa Financin ent. This Mortgage shall be effective as a financing statement filed as @ fixture filing with respect to all fixtures inclided within the Mortgaged Property and is to be filed for record in the real estate records of each county where any part of the Mortgaged Property (including said fixtures) is situated, This Mortgage shall also Deed of Trust / Highpoint Oaks Tech Center Page 23 TEES tt ee ri cee SSR ee | | | Wen as Spe eg ER lee ae ego V——” aad 4687 00301 Section6.3. Notice to AccountDebtors. Inaddition to the rights granted elsewhere in this Mortgage, Holder may at

780443.4 TEES tt ee ri cee SSR ee | | | Wen as Spe eg ER lee ae ego V——” aad 4687 00301 Section6.3. Notice to AccountDebtors. Inaddition to the rights granted elsewhere in this Mortgage, Holder may at any time notify the account debtors or obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness included in the Collateral to pay Holder directly.

Section 6.4, Waiver by Holder. Holder may at any time and from timeto time by a specific writing intended for the Purpose: (a) waive compliance by Grantor with any covenant herein made by Grantor to the extent and inthe manner specified in such writing; (b) consent to Grantor’s doing any act which hereunder Grantor is prohibited from doing, orto Grantor's failingto do any act which hereunder Grantoris required todo, tothe extent and in themanner specified in such writing; (c) release any part of the Mortgaged Property or any interest therein from the lien and security interest of this Mortgage, without the joinder of Trustee; or (d) release any party liable, either directly or indirectly, for the secured indebtedness or for any covenant herein or in any other Loan Document, without impairing or releasing the liability of any other party. No such act Shall in any way affect the rights or powers of Holder or Trustee hereunder except to the extent specifically agreed to by Holder in such writing, Section 6.5. oImpainnentof ity. The lien, security interest and other security rights of Holder hereunder or underany other Loan Documentshall notbe impaired by any indulgence, moratorium orrelease granted by Holder including, but hot limited to, any renewal, extension or modification which Holder may grant with respect to any secured indebtedness, orany

d by any indulgence, moratorium orrelease granted by Holder including, but hot limited to, any renewal, extension or modification which Holder may grant with respect to any secured indebtedness, orany Surrender, compromise, release, renewal, extension, exchange or substitution which Holder may grant inrespectof the Mortgaped Property, or any part thereof or any interest therein, or any release or indulgence granted to any endorser, guarantor or surety of any secured indebtedness, Thetaking ofadditional security by Holder shall notreleaseor impair the lien, security interestor other Security rights of Holder hereunder or affect the liability of Grantor or of, any endorser, guarantor or surety, or improve the right of any junior lienholder in the Mortgaged Property (without implying hereby Holder’s consent to any junior lien), Section 6.6, nstituting Wai Holder, Holdermay waive any default without waiving any other prior orsubsequent default, Holder may remedy any default without waiving the defaultremedied, Neither failure by Holder to exercise, nor delay by Holder in exercising, nor discontinuance of the exercise of. any right, power orremedy (including but not limited to secured indebtedness other than in therequired amount in immediately available U.S. funds shall not, regardless ofany receipt or credit issued therefor, constitute payment until the required amount is actually received by Holder in immediately available U.S, funds and shall be made and accepted subject to the condition that any check or draft may be handled for col lection in accordance Deed of Trust / Highpoint Oaks Tech Center Page 24 pete ster : we | | 468] 90302

dition that any check or draft may be handled for col lection in accordance Deed of Trust / Highpoint Oaks Tech Center Page 24 pete ster : we | | 468] 90302 with the practice of the collecting bank orbanks. Acceptance by Holder of any payment in an amount less than the amount then dueonany secured indebtedness shall be deemed an acceptance on account only and shall not in any way excuse the existence of a default hereunder.

Section 6.7. Grantor’s Successors. If the ownership of the Martgaged Property or any part thereof becomes vested in a person other than Grantor, Holder may, without notice to Grantor, deal with such successor or successors in interest with referencetothis Mortgageand tothe indebtedness secured hereby inthe same manneras with Grantor, withoutin any way vitiating or discharging Grantor's liability hereunder or for the payment oftheindebtedness orperformance of the obligations securedhereby.

No transfer of the Mortgaged Property, no forbearance on the part of Holder, andno extension of the time forthe payment ofthe indebtedness secured hereby given by Hotder shall operate torelease, discharge, modify, change or affect, in whole or in past, the liability of Grantor hereunder for the payment of the indebtedness or performance of theobligations secured hereby or the liability of any other person hereunder for the paymentof the indebtedness secured hercby. Each Grantor agrees that it shall be bound by any modification ofthis Mortgage orany ofthe other Loan Documents made by Holderand any subsequent owner ofthe Martgaged Property, with or withoutnotice tosuch Grantor, andno such modifications shall impair the obligations ofsuchGrantor under this

her Loan Documents made by Holderand any subsequent owner ofthe Martgaged Property, with or withoutnotice tosuch Grantor, andno such modifications shall impair the obligations ofsuchGrantor under this Mortgage or any other Loan Document. Nothing in this Section 6.7 or elsewhere in this Mortgage shall be construed to imply Holder’s consent toany transfer of the Mortgaged Property. The holder may, from time to time, sell or offerto sell the secured indebtedness or interests therein to one or more assignees or participants and is hereby authorized to disseminate any information the holder now has or hereafter obtains pertaining to the secured indebtedness and the Property including, without limitation, credit or other information on the Property, Grantor, any of Grantor's principals, any guarantor of the obligations of Grantor hereunder, any tenant or guarantor under any lease affecting any part of the Property, and any perty manager to any assignee or participant or prospective assignee or prospective participant, the holder’s affiliates including NationsBanc Montgomery Securities LLC in the case of Lender, any regulatory body having jurisdiction over the holder, and to any other parties as necessary Or appropriate in the holder’s reasonable judgment. Grantor shall execute, acknowledge, and deliver any and all instruments reasonably requested by the holder in connection therewith, and to the extent, ifany, specified in any such assignment or participation such companies, assignee(s), and participant(s) shall have the rights and benefits of this Mortgage as such person(s) would have had if such person(s) had been Lender hereunder.

Section 6.8. Place of Payment; Forum. Allsecured indebtedness which may be owing hereunder at any time by

of this Mortgage as such person(s) would have had if such person(s) had been Lender hereunder.

Section 6.8. Place of Payment; Forum. Allsecured indebtedness which may be owing hereunder at any time by Grantor shall be payable at the place designated in the Note (orifno such designation is made, at the address of Holder indicated at the end of this Mortgage). Grantor hereby irrevocably submits generally and unconditionally for itself and in respect of its property tothe non-exclusive jurisdiction of any Texas state court, or any United States federal court, sitting in the countyin which the secured indebtedness is payable, and to the non-exclusive jurisdiction of any state or United States federal court sitting in the state in which any of the Mortgaged Property is located, over any suit, action or proceeding arising out of or relating to this Mortgage orthe secured indebtedness. Grantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any Texas state court, or any United States federal court, sitting inthe county in which the secured indebtednessis payable may be made by certified orregistered mail, retum receipt requ directed to Grantor at its address stated in this Mortgage, or at a subsequent address of Grantor of which Holder received actual notice from Grantor in accordance with this Mortgage, ‘and service so made shall be complete five (5) days after the same shall have been so mailed.

Section6.9. Subrogation to Existing Liens; Vendor's Lien. To the extent that proceeds of the Note are used to pay indebtednesssecuredby any outstanding lien, security interest, charge or priorencumbrance against the Mortgaged Property, such

s; Vendor's Lien. To the extent that proceeds of the Note are used to pay indebtednesssecuredby any outstanding lien, security interest, charge or priorencumbrance against the Mortgaged Property, such rave been advanced by Holder atGrantor’srequest, and Holder shall be subrogated toany and all rights, security interests and liens owned by any owner or holder of such outstanding liens, security interests, charges or encumbrances, however remote, irrespective of whether said liens, security interests, charges or encumbrances are released, and all of the same are recognized as valid and subsisting and are renewed and continued and merged herein to secure the secured indebtedness, but the terms and provisions of this Mortgage shall governand control the manner and terms of enforcement of the liens, security interests, charges Deed of Trust / Highpoint Oaks Tech Center Page 25 eetigper yes” eg PRR 4681 00303 andencumbrancesto which Holder is subrogated hereunder. Itis expressly understood that, inconsiderationofthepaymentofsuch indebtedness by Holder, Grantor hereby waives and releases all demands and causes of action for offsets and paymentsin connection with the said indebtedness. If all or any portion of the proceeds of the loan evidenced by the Note or of any other secured indebtedness has been advanced for the purpose of paying the purchase price for all or a part of the Mortgaged Property, no vendor's lien is waived; and Holder shall have, and is hereby granted, a vendor's lien on the Mortgaged Property as cumulative additional security for the secured indebtedness. Holder may foreclose under this Mortgage or under the vendor’s lien without

is hereby granted, a vendor's lien on the Mortgaged Property as cumulative additional security for the secured indebtedness. Holder may foreclose under this Mortgage or under the vendor’s lien without waiving the other or may foreclose under both. Without limiting the generality of the preceding portions of this Section 6.9, this Mortgageisanrestatementand amendment of the Original Mortgageand Beneficiary shall be subrogated toall of the liens, security interests and priorities arising out of or in connection with the Original Mortgage.

Section 6.10. Application of Payments to Certain Indebtedness. If any part of the secured indebtedness cannot be lawfully secured by this Mortgage or if any part of the Mortgaged Property cannot be lawfully subject to the lien and security interest hereof tothe full extent of such indebtedness, then all payments made shall be applied on said indebtedness firstin discharge of that portion thereof which is not secured by this Mortgage.

Section6.11. Compliance with Usury Laws. Itis the intent of Grantor and Holder and all other parties to the Loan Documentstoconform to and contractin strict compliance with applicable usury law from time totime in effect. Allagreements between Holder and Grantor (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section 6,11 which shall overrideand contro! all suchagreements, whether now existing or hereafter arising. Inno way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, chargeable, or received

ing but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Mortgage, the Note orany other Loan Document orotherwise, exceed the maximumnonusuriousamountpermitted by applicable law (the "Maximum Amount"). If, fromany possible construction ofany document, interest would otherwise be payable inexcessof the Maximum Amount, any suchconstruction shall be subject to the provisions of this Section6,11 and such document shall ipso facto be automatically reformed and the interestpayable shall be automatically reduced to the Maximum Amount, without thenecessity of execution ofany amendment ornew document. If Holder shall everreceive anything of value which is characterized asinterestunder applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal tothe amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the secured indebtedness in the inverse order of its maturity andnotto the paymentofinterest, or refunded to Grantor or the other payor thereof ifand tothe extent such amount which would have been excessive exceeds such unpaid principal. Theright to accelerate maturity of the Note orany other secured indebtedness does not include the right to accelerate any interest which has nototherwiseaccruedon the date of such acceleration, and Holder doesnotintend to charge orreceive any uneamed interest in the eventofacceleration. All interest paid or agreed tobe paid to Holdershall, tothe extentpermitted by applicable law, beamortized,

nd Holder doesnotintend to charge orreceive any uneamed interest in the eventofacceleration. All interest paid or agreed tobe paid to Holdershall, tothe extentpermitted by applicable law, beamortized, prorated, allocatedand spread throughout the full stated term (including any renewal orextension) ofsuch indebtedness sothatthe amount of interest on account of such indebtedness does notexceed the Maximum Amount. Asusedin this Section 6,11, the term “applicable law" shall mean the laws of the State of Texas or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as such laws now exist ormay be changed or amended or come into effect in the future.

Section6.12. Substitute Trustee, The Trustee may resign by an instrumentin writing addressed to Holder, or Trustee may beremoved atany time with or without cause by an instrument writing executed by Holder. Incase ofthe death, resignation, removal, or disqualification of Trustee, or ifforany reason Holdershall deem it desirable to appointa substitute or successor trustee to act instead of the herein named trustee or any substitute or successor trustee, then Holder shall have the right and is hereby authorized and empowered to appoint a successor trustee, or a substitute trustee, without other formality than appointment and designation in writing executed by Holder and the authority hereby conferred shall extend tothe appointment ofothersuccessorand substitute trustees successively until the indebtedness secured hereby has been paid in full, oruntil the Mortgaged Property is fully and finally sold hereunder. If Holder is a corporation or association and such appointment is executed on its behalfby an officer

hereby has been paid in full, oruntil the Mortgaged Property is fully and finally sold hereunder. If Holder is a corporation or association and such appointment is executed on its behalfby an officer ofsuch corporation or association, such appointment shall be conclusively presumedto be executed with authority and shall be valid i OR Deed of Trust / Highpoint Oaks Tech Center Page 26 _. mma sss laa sisaaasossmacasacmasmaaaaaacaaaaaaaaaazallg 4687 00304 and sufficient without proof of any action by the board of directors orany superior officer of the corporation orassociation. Upon the making of any such appointment and designation, all of the estate and title of Trustee in the Mortgaged Property shall vest in the named successor or substitute Trustee and he shall thereupon succeed to, and shall hold, possess and execute, all the rights, powers, privileges, immunities and duties herein conferredupon Trustee. All referenceshereinto"Trustee" shallbedeemedtorefer to Trustee (including any successor or substitute appointed and designated asherein provided) from time to time acting hereunder.

Section6.13. NoLiabilityof Trustee. The Trustee shallnotbeliable forany error ofjudgmentoract done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever (including Trustee's negligence), except for Trustee's gross negligence or willful misconduct. The Trustee shall have therightto 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 tobe genuine. All moncysreceived by Trustee shall, until used or appliedas herein provided, be held in trust for the purposes for

r proposed to be taken by him hereunder, believed by him in good faith tobe genuine. All moncysreceived by Trustee shall, until used or appliedas herein provided, be held in trust for the purposes for which they werereceived, butneednot he segregated inany manner from any other moneys (exceptto the extentrequired by law), and Trustee shall be under no Liability for interest on any moneysreceived by himhereunder. Grantor hereby ratifies and confirms any and all acts which the herein named Trustee or his successor or successors, substitute or substitutes, in this trust, shall do lawfully by virtue hereof. Grantor will reimburse Trustee for, and save him harmless against, any and all liability and expenses whichmay be incurred by him in the performance ofhis duties. The foregoing indemnity shall not terminate upon discharge of the secured indebtedness or foreclosure, or release or other termination, of this Mortgage.

Section6.14. Releascof Mortgage. Ifall of he secured indebtedness be paid as the same becomes due and payable and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and all obligations, ifany, ofHolder for further advances have been terminated, then, and in that eventonly, alll rights underthis Mortgage shall terminate (exceptto the extent expressly provided herein with respect to indemnifications, representations and warrantiesand other rights whichare to continue following therelease hereof) and the Mortgaged Property shall become wholly clearoftheliens, security interests, conveyances and assignments evidenced hereby, andsuchliensand security interests shall bereleased by Holder

hereof) and the Mortgaged Property shall become wholly clearoftheliens, security interests, conveyances and assignments evidenced hereby, andsuchliensand security interests shall bereleased by Holder indue format Grantor’scost. Without limitation, all provisions herein for indemnity of Holder or Trustee shall survive discharge of the secured indebtedness and any foreclosure, release or termination of this Mortgage.

Section6.15. Notices, Allnotices, requests, consents, demandsand other communications required or which any party desires to give hereunder or underany other Loan Document shall bein writing and, unless otherwise specifically provided insuch other Loan Document, shall be deemed sufficiently given or fumished ifdelivered by personal delivery, by courier, or by registered orcertified United States mail, postage prepaid, addressed tothe party to whom directed atthe addresses specified at the end ofthis Mortgage (unless changed by similar notice in writing given by theparticular party whose addressis to be changed) or by telegram, telex, or facsimile. Any such notice or communication shall be deemed to have been given either atthe time of personal delivery or, in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of telegram, telex or facsimile, upon receipt; provided that, service ofanotice required by Texas Property Code Section 51.002, as amended, shall be considered complete when the requirements of that statute are met, Notwithstanding the foregoing, nonotice of change of address shal! be effective except upon receipt. This Section 6,15 shall notbe construed in any way toaffect

e requirements of that statute are met, Notwithstanding the foregoing, nonotice of change of address shal! be effective except upon receipt. This Section 6,15 shall notbe construed in any way toaffect orimpair any waiver ofnotice or demand provided in any Loan Document or to require giving ofnotice ordemand to or uponany person in any situation or for any reason.

Section6.16. Inyalidity of Certain Provisions. A determination thatany provision of this Mortgage is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Mortgage to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.

Section6.17. Gender; Titles; Construction. Within this Mortgage, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context Deed of Trust / Highpoint Oaks Tech Center Page 27 amma cm ammmmmmsmmmasasamaaduaadeaaaaduUaslaaaaiasassasasamsmacaaamasamssacaaaasscssaaaa ones mnt eeen cr ereee eR AMT mE cor Sey Te ead See.

oo 4687 00305 otherwise requires. Titles appearing atthe beginning of any subdivisions hereof are forconvenience only, donotconstituteany part of such subdivisions, and shall be disregarded in construing the language contained in such subdivisions. The use of the words “herein,” "hereof," "hereunder" and other similar compounds of the word "here" shall refer to this entire Mortgageandnot to any

truing the language contained in such subdivisions. The use of the words “herein,” "hereof," "hereunder" and other similar compounds of the word "here" shall refer to this entire Mortgageandnot to any particular Article, Section, paragraphor provision. The term "person" and words importing personsas used in this Mortgageshall include firms, associations, partnerships (including limited parmerships), joint ventures, trusts, corporations and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons.

Sechon6.18. Reporting Compliance. Grantor agrees to comply with any and all reporting requirements applicable to the transaction evidenced by the Note and secured by this Mortgage which are set forth in any law, statute, ordinance, rule, regulation, order or determination ofany governmental authority, including but not limited to The Intemational InvestmentSurvey Act of 1976, The Agricultural Foreign Investment Disclosure Act of 1978, The Foreign Investment in Real Property Tax Act of 1980 and the Tax Reform Act of 1984 and further agrees upon request of Holder to furnish Holder with evidence of such compliance.

Section6.19. Holder's Consent, Except where otherwise expressly provided herein, in any instance hereunder where the approval, consent or the exercise of judgment of Holder is required or requested, (i) the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of Holder, and Holder shall not, forany reason or to any extent, be required to grant such approval or consent or exercise such judgment in any particular manner, regardless of the

the sole discretion of Holder, and Holder shall not, forany reason or to any extent, be required to grant such approval or consent or exercise such judgment in any particular manner, regardless of the reasonableness of either the request or Holder’s judgment, and (ii)no approval orconsent of Holder shall be deemed te have been given except by a specific writing intended for the purpose and executed by an authorized representative of Holder.

Section6.20. Grantor, Uniessthe contextclearly indicates otherwise, as used in this Mortgage, "Grantor" means the grantors named in Section. 1.1 or anyofthem. The obligations of Grantor hereunder shall be joint and several. Ifany Grantor, or any signatory who signs on behalf of any Grantor, isa corporation, partnership or other legal entity, Grantor and any such signatory, and the person or persons signing for it, represent and warrant to Holder that this instrument is executed, acknowledged and delivered by Grantor's duly authorized representatives, If Grantoris an individual, no power ofattomey granted by Grantorherein shall terminate on Grantor's disability.

Section 6.21. Execution: Recording, This Mortgage has been executed in several counterparts, all of which are identical, and all of which counterparts together shall constitute one and the same instrument. The date or datesreflected in the acknowledgments hereto indicate the date or dates ofactual execution of this Mortgage, butsuchexecutionisas ofthe date shown on the first page hereof, and for purposes of identification and reference the date of this Mortgage shall be deemed to be the date reflectedon the firstpage hereof. Grantor will cause this Mortgage and all amendments and supplements thereto and substitutions

n and reference the date of this Mortgage shall be deemed to be the date reflectedon the firstpage hereof. Grantor will cause this Mortgage and all amendments and supplements thereto and substitutions thereforand all financing statements and continuation statements relating thereto to be recorded, filed, re-recordedand refiled in such manner and in such places as Trustee or Holder shall reasonably request and will pay all such recording, filing, re-recording and Tefiling taxes, fees and other charges.

Section6.22. Successorsand Assigns. The terms, provisions, covenants and conditions hereof shall be binding upon Grantor, and the heirs, devisees, representatives, successors and assigns of Grantor, and shall inure to the benefit of Trustee and Holder and shall constitute covenantsrunning withthe Land, Allreferencesin this Mortgage to Grantor shall be deemed to include all such heirs, devisees, representatives, successors and assigns of Grantor.

Section6.23. Modification or Termination. The Loan Documents may only be modified or terminated by a written instrument or insttuments intended for that purpose and executed by the party against which enforcement of the modification or termination isasserted. Any alleged modification or termination whichis not so documented shall notbe effectiveas toany party.

rrr penne Deed of Trust / Highpoint Oaks Tech Center Page 28 a ee ee RE TIT L687 90306 Section6.24. NoPartership, Ftc,. The relationship between Holder and Grantor is solely that oflenderand borrower.

Holder hasno fiduciary or other special relationship with Grantor. Nothing contained in the Loan Documents isintended to create

tionship between Holder and Grantor is solely that oflenderand borrower.

Holder hasno fiduciary or other special relationship with Grantor. Nothing contained in the Loan Documents isintended to create any partnership, joint venture, association or special relationship between Grantor and Holder or in any way make Holder a co-principal with Grantor with reference to the Mortgaged Property. All agreed contractual duties between or among Holder, Grantor and Trustee are set forthherein andin the other Loan Documents and any additional implied covenants ordutiesarehereby disclaimed. Any inferences to the contrary of any of the foregoing are hereby expressly negated.

Section6.25. Construction Mortgage. This Mortgage constitutes a "construction mortgage" as defined in Section 9.313 of the Texas Business and Commerce Code to the extent that it secures an obligation incurred for the construction of the Improvements, including the acquisition cost of the Land.

Section 6.26. Applicable Law. THIS MORTGAGE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY TEXAS LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES FEDERAL LAW.

Section6.27, Mandatory Arbitration. Any controversy orclaim between oramong the parties hereto including but not limited to those arising out oforrelating to this Agreement orany related agreements or instruments, includingany claim based on orarising from an alleged tort, shall be determined by binding arbitration in accordance with the Federal Arbitration Act (orifnot applicable, the applicable state law), the Rutes of Practice and Procedure forthe Arbitration of Commercial Disputes of Endispute,

g arbitration in accordance with the Federal Arbitration Act (orifnot applicable, the applicable state law), the Rutes of Practice and Procedure forthe Arbitration of Commercial Disputes of Endispute, Inc., doing business as J.A.M.S./Endispute (“LA.M3S,"), as amended from time to time, and the “Special Rules" set forth below. In the event of any inconsistency, the Special Rules shall contro!. Judgment upon any arbitration award may be entered inany court having jurisdiction. Any party to this Agreement may bring anaction, includinga summary or expedited proceeding, tocompel arbitration ofany controversy or claim towhichthis Agreement applies in any courthaving jurisdiction oversuchaction, (a) Special Rules. The arbitration shall be conducted in the City of the Borrower's domicile at the time of this Agreement’s executionand administered by J.A.M.S. whowill appointan arbitrator; ifJ.A.M.S. is unable orlegally precluded from administering the arbitration, then the American Arbitration Association will serve, Allarbvitration hearings willbe commenced within ninety (90) days of the demand for arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional sixty (60) days.

0) Reservation ofRights. Nothing in this Agreement shall be deemed to (i) limit the applicability ofany otherwise applicable statutes of limitation orreposeand any waivers contained in this Agreement; or (ii) be a waiver by Lender of the protection afforded to it by 12 U.S.C. Section 91 or any substantially equivalent state law; or (iii) limit the right of Lender (A) toexercise selfhelpremedies suchas (butnotlimited to) setoff, or (B) to foreclose against any real or personal property collateral,

ntially equivalent state law; or (iii) limit the right of Lender (A) toexercise selfhelpremedies suchas (butnotlimited to) setoff, or (B) to foreclose against any real or personal property collateral, or (C) to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief or the appointment of areceiver. The Bank may exercise such self help rights, foreclose upon such property, or obtain such provisional or ancillary remedies before, during or after the pendency of any arbitration proceeding brought pursuant to this Agreement, AtBank’s option, foreclosure under a deed of trust ormortgage may be accomplished by any of the following: the exercise of, apower ofsale under the Security Instrument, or by judicial sale under the Security Instrument, or by judicial foreclosure. Neither this exercise of self helpremediesnor the institution or maintenance of an action for foreclosure or provisional or ancillary remedies shall constitutea waiver of the right of any party, including the claimant in any such action, to arbitrate the merits of the controversy or claim occasioning resort to such remedies, Section6.28. Entire Agreement. The Loan Documents constitute the entire understanding and agreement between Grantor and Holder with respect to the transactions arising in connection with the indebtedness secured hereby and supersede all prior written or oral understandings and agreements between Grantor and Holder with respect to the matters addressed inthe Loan Documents. Grantor hereby acknowledges that, exceptas incorporated in writing in the Loan Documents, there arenot, and were Deed of Trust / Highpoint Oaks Tech Center Page 29 AT PD em ee PRY hme arg Sy tee oot oe mareeenen meee AE Se See

writing in the Loan Documents, there arenot, and were Deed of Trust / Highpoint Oaks Tech Center Page 29 AT PD em ee PRY hme arg Sy tee oot oe mareeenen meee AE Se See FRE RR none wep eemaraens ne mma lala aammmmmmammsmmmmmmmeaaaiadal Li 4687 00307 not, and no persons are or were authorized by Holder to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents.

THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENT'S BETWEEN THE PARTIES.

[SIGNATURE PAGE FOLLOWS.] Deed of Trust/Highpoint Oaks Tech Center 11142.255/6/28/00/D-780443.4 Page 30 4687 00308 IN WITNESS WHEREOF, Grantor has caused this Mortgage to be duly executed as of the day and year first written above.

GRANTOR: TODAY HIGHPOINT OAKS TECH, LP., a Texas limited partnership By: TODAY HIGHPOINT OAKS TECH GP, INC., a Texas corporation, its general partner Sue Shelton, Executive Vice President Address forNotices: Today Highpoint Oaks Tech, L.P.

17400 Dallas Parkway, Suite 216 Dallas, Texas 75287 Attention: Sue Shelton I f 75-2877829 STATE OF TEXAS § § _ COUNTY OF DALLAS § This instrument was acknowledged before me on the 20% dey pf June, 2000 by Sue Shelton, the Executive Vice President of Today Highpoint Oaks Tech GP, Inc., a Texas corporation, g partner o AY HIGHPOINTOAKS TECH, LP., a Texas limited partnership, on behalf thereof.

(EAL) perenne ae CU, A. SLEDGE SE Ha i arse? Teas p My Commission March 26, 2003 ere pre le Deed of Trust / Highpoint Oaks Tech Center Page 31

ship, on behalf thereof.

(EAL) perenne ae CU, A. SLEDGE SE Ha i arse? Teas p My Commission March 26, 2003 ere pre le Deed of Trust / Highpoint Oaks Tech Center Page 31 he re RA a Sr eer tel remo acre mda essence Mee SATE LR PENA FEENEY AE PNR LORS A ONESIES SECRET ENN RE RS i A rem NS A Address of Holder: Bank of America, N.A.

901 Main Street, 51ª Floor Dallas, Dallas County, Texas 75202-3714 Attention: George Gerhart When resorded, retum to: Haynes and Boone, LLP 901 Main Street, Suite 3100...

Dallas, Texas 75202-3789 Attention: Sandra G. Wilkinson..

AFTER RECORDING, RETURN TO: COMMONWEALTH LAND TITLE INSURANCE CO.

5949 SHERRY LANE, SUITE 111 DALLAS, TX 75225 Cass10003651LZ Deed of Trust/Highpoint Oaks Tech Center 11142.255/6/28/00/D-780443.4 4687 00309 Page 32 e” re?

4687 00310 ‘ wAM LEGAL DESCRIPTION Description of a 13.132 acre tract of land situated in the R. H. Thompson Survey, Abstract No. 1274, City of Lewisville, Denton County, Texas; said tract being all of Lot 1, Block C, High Point Oaks, an addition to the City of Lewisville, Texas according to theplatrecorded in Cabinet R, Page 382 of the Plat Records of Denton County, Texas; said tract also being part of the same tract described in deed to Commercial Realty Group, recorded in County Clerk File No. 96-RO081905 of the Deed Records of Denton County, Texas; said 13.132 acre tract being more particularly described as follows: Reginningata 1/2-inchironrod with "Pacheco Koch" cap found atthe Southwest end of: ‘acomerclip atthe intersection of the East line of Highpoint Oaks Drive (a 60-foot wide right-of-way) and the Southeast right-of-way line of State Highway 12] (a variable width right-of-way);

end of: ‘acomerclip atthe intersection of the East line of Highpoint Oaks Drive (a 60-foot wide right-of-way) and the Southeast right-of-way line of State Highway 12] (a variable width right-of-way); Thence, North 12 degrees, 55 minutes, 37 seconds East, along the said comer clip, a distance of 21.21 feet toa 1/2-inch iron rod with "Pacheco Koch" cap found in the said Southeast line of State Highway 121; Thence, Northeasterly along the said Southeast line of State Highway 121 to the following four courses and distances: North 57 degrees, $5 minutes, 37 seconds East, a distance of 480.04 feet to a TXDOT Highway Monument No. 366 found at an angle point; North 62 degrees, 30 minutes, 0} seconds Fast, a distance of 671.97 feet to a TXDOT Highway Monument No. 619 found at an angle point; North 70 degrees, 21 minutes, 44 seconds East, a distance of 182.25 feet toa TXDOT Highway Monument No. 618 found atan angle point; North 86 degrees, 05 minutes, 09 seconds East, a distance of 51.76 feet toa 1/2-inch iron rod with "Pacheco Koch" cap found for comer; said point being Northwest comer of Lot 3, Block C of said High Point Oaks Addition; Thence, South 04 degrees, 14 minutes, 23 seconds East, departing the said South line of State Highway 121 andalong a Westline of said Lot 3, a distance of 245.11 feet toa 1/2-inch iron rad with "Pacheco Koch" cap found at an angle point; Thence, South 29 degrees, 16 minutes, 33 seconds East continuing along said Westline of Lot 3, a distance of 188.95 feet toa 1/2inch iron rod with "Pacheco Koch” cap found at a re-entrant comer of said Lot 3; Thence, South 60 degrees, 43 minutes, 27 seconds West passing ata distance of 38.00 feet the Southwest comer of said Lot 3,

iron rod with "Pacheco Koch” cap found at a re-entrant comer of said Lot 3; Thence, South 60 degrees, 43 minutes, 27 seconds West passing ata distance of 38.00 feet the Southwest comer of said Lot 3, North comer of Lot 2 then continuing along a Northwest line of said Lot 2 in all 211.43 feet toa 1/2-inch iron rod with "Pacheco Koch" cap found for comer; Thence, Southwesterly continuing along the said Northwest line of Lot 2 to the following six courses and distances: Thence, North 68 degrees, 12 minutes, 47 seconds West, a distance of 70.68 feet toa 1/2-inch iron rod with "Pacheco Koch" cap found for corner; a aD Deed of Trust / Highpoint Oaks Tech Center Page 33 a am amaammmmmmmmmsa sad UaseaeassammasameaaaadaaaaaaaaaaLaze 4687 O0311 Thence, South 60 degrees, 43 minutes, 27 seconds West, a distance of 638.42 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for the comer; Thence, South 06 degrees, 26 mimutes, 39 seconds West, a distance of 21.34 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the beginning of a curve to the right whose center bears North 80 degrees, 31 minutes, 53 seconds West, a distance of 405.70 feet from said point; Southerfy, along said curve to the right, through a central angle of 13 degrees, 18 minutes, 44 seconds, an arc distance of 94.26 feet, ona chord bearing and distance of South 16 degrees, 07 minutes, 29 seconds West, 94.05 feet to.a 1/2-inch iron rod ‘with “Pacheco Koch” cap found at the end of said curve; "South 22 degrees, 46 minutes, $0 seconds West a distance of 110.85 feet to 1/2-inch iron tod with “Pacheoo Koch” cap found “oan angle pointy South 41 degrees, 46 minutes, 39 seconcls West, a distance of 15.00 feet to 1/2-inch iron rod with “Pacheco Koch” cap found

85 feet to 1/2-inch iron tod with “Pacheoo Koch” cap found “oan angle pointy South 41 degrees, 46 minutes, 39 seconcls West, a distance of 15.00 feet to 1/2-inch iron rod with “Pacheco Koch” cap found in the said East lins of Highpoint Oaks Drive; said point being the beginning ofa non-tangent curve to the left whose center bears South 41 degrees, 46 mitmutes, 39 seconds West, a distance of 460.00 from the said point; _. Northwesterly, and elong said Bast line of Highpoint Oaks Drive the following four courses and distances: Nortiwvesterly, and along said curve to the let, through a central angle of 17 degrees, 53 minutes, 0S seconds, an are distance of 143.59 fect, ons chord bearing and distance of North 57 degrees, 09 minutes, 53 seconds West, 143.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the end of the said curve; North 66 degrees, 06 minutes, 26 seconds West, a distance of 101.26 feet toa 1/2-inch iron rod with “Pacheco Koch" cap found; said point being the beginning of a curve to the right whose center bears North 23 degrees, 53 mimtes, 34 seconds East, a distance of 400.00 feet from the said point; Northwesterly, and along said curve to the right, through a central angle of 34 degrees, 02 minutes, 03 seconds, an arc distance of 237.60 fect, ona chord bearing and distance of North 49 degrees, 05 minutes, 24 seconds West, 234.13 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found at the end of the said curve to the right; North 32 degrees, 04 minutes, 23 seconds West, a distance of 119.25 feet to the Point of Beginning; Containing $72,031 square feet or 13.132 acres of land more or less.

TT Deed of Trast / Highpoint Oaks Tech Center Page 34 er SL PINEAL INT ane : 4 ot 4687 00312 PERMITTED ENCUMBRANCES

31 square feet or 13.132 acres of land more or less.

TT Deed of Trast / Highpoint Oaks Tech Center Page 34 er SL PINEAL INT ane : 4 ot 4687 00312 PERMITTED ENCUMBRANCES 1, Right of Way easement to Denton County Electric Cooperative, Inc., dated April 4, 1938, executed by Elbert Williams and Lola Williams, recorded in Volume 404, Page 295, asmore fully defined by instrumentrecorded under County Clerk's FileNo. 97-R0021286, asassigned to Texas New Mexico Power Company by instruments recorded in Volume 2867, Page43 and Volume 2995, Page 570, of the Deed Records of Denton County, Texas, as shown on survey prepared by James A. Koch, Jr, Registered Professional Land Surveyor No. 4688, dated May 16, 2000, 2. The following, all according to plat recorded in Cabinet R, Page 382, of the Plat Records of Denton County, Texas andasshownon survey prepared by James A. Koch, Jr., Registered Professional LandSurveyorNo. 4688, - dated May 16, 2000: Building setback line five (5) feet in width along the Northeast property linefs).

Building setback line ten (10) feet in width along the Northwest property line(s).

Twenty (20) foot water easement across Northwest side of lot.

Ten (10) foot utility easement across Northwest side of lot.

Twenty (20) foot drainage easement across Northwestern portion of lot.

Fifteen (15) foot utility easement across Southwest and East side of lot.

Twenty (20) foot drainage easement across Southwest side of lot.

3. Deed of Trust dated May 1, 2000, executed by Today 121 Business Center, L.P. to Edward M. Fishman, Trustee, filed for record in the Office of the County Clerk of Denton County, Texas, on May 2, 2000, under Instrument File Number 00-R0039949, securing Today Financial Corporation in the payment of one note of even date

record in the Office of the County Clerk of Denton County, Texas, on May 2, 2000, under Instrument File Number 00-R0039949, securing Today Financial Corporation in the payment of one note of even date therewith in the principal sum of $7,500,000.00, due and payable and bearing interest as therein provided; and all the terms, conditions and stipulations contained therein, including, but not limited to, any additional indebtedness, if any, secured by said instrument.

4 Deed of Trust / Highpoint Oaks Tech Center Page 35 4687 00313 Filed for Record ins DENTON COUNTY, TX CYNTHIA NITCHELL, COUNTY CLERK On Oct 03 2000 At 9:45am Doc/Num :00-R0095888 Doc/Type: DTR Recording: 73.00 Doc/Ngmt: 6.00 Receipt # 40214 Deputy Jennifer 1