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<br />,DEBTOR WARRANTS, COiNANTS AND AGREES: .
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<br />I. Title.Except for the security interest hereby granted, Debtor has. or upon acquisition will have, full fee simple title to Colfateral free from any lien. security
<br />il1teresl. encumbrance, or claim. and Debtor will at Debtor's cost and expense defend any action which may arrect Secured Party's security interest in or
<br />Debtor's title to Collateral.
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<br />2. Financing Statement-That no Financing Statement covering Collaternl or any part thereof or any proceeds thereofis on liIe in any public office and at Secured
<br />Party's request Debtor will join in executing all necessary Financing Statements in forms satisfactory to Secured Party and will pay the cost arfiling same and
<br />will further execute all other necessary instruments deemed necessary by Secured Party nnd pay the cost of filing same.
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<br />3. Sale. lease. or disposition of Collateral-Debtor will not, without wriUen consent or Secured Party sell, contract 10 sell. lease, encumberordispose or Collateral
<br />or any interest therein until this Note & Security Agreement and all debts secured thereby have been fully satisfied.
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<br />4. Insurance-Debtor will insure at his expense the Collateral with companies acceptable to Secured Party against such casualties and in such amounts as Secured
<br />Party shall require with a standard mortgage clause in favor or Secured Party, and Secured Party is hereby authorized to collect sums which may become due
<br />under any of said policies and apply same to the obligations herehy secured.
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<br />S. Protection of Collateral-Debtor will keep the Collateral in good order and repair at his expense and will not waste or destroy Collateral or any part thereof.
<br />Dehtor will not use the Collateral in violation of any statue or ordinance and Secured Party will have the right to examine and inspect Collateral at any
<br />reasonable time.
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<br />6. Taxes-Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use and operation.
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<br />7. Location and Identification-Debtor will keep the Collateral separate and identifiable and at the address shown on the front page hereof and will not remove the
<br />Collateral from said address without written notice 10 Secured Party's written consent.
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<br />g. Additional Security Interest-Debtor hereby grants to Secured Party a security interest in and to all proceeds, increases, substitutions, replacements, additions,
<br />and accessions to the Collateral. This provision shall not be construed to mean that Debtor is authorized to sell, lease or dispose of Collateral without Secured
<br />Party's consent.
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<br />9. Future Indebtedness-The security interest hereby granted secures the indebtedness described on the front page hereof and all other obligations of Debtor to
<br />Secured Party, direct or indirect, absolute or contingent. due or to become due, whether existing or hereafter arising.
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<br />"10. Decrease in Value of Collateral-Debtor will. if in Secured Party's judgement the Collateral has materially decreased in value or if Secured Party shall at any
<br />time deem that Secured Party is insecure. either provide enough additional Collateral to satisfy Secured Party or reduce the total indebtedness by an amount
<br />sufficient to satisfy Secured Party.
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<br />11." Reimbursement of expense-At secured Party's option. Secured Party may discharge taxes, liens, interest, or perform orcause to be perfonned for and in behalf
<br />of Debtor any actions and conditions, obligations or covenants which Debtor has failed or refused to perform and may pay for the repair, maintenance, and
<br />preservation of Collateral, and all sums so expended, including but nor limited to attorney's fees, court costs, agent's fees. orcommisions, or any other costs or
<br />expenses. shall bear interest at highest legal rate from the date of payment and shall be payable by Debtor at the offices of Secured Party in Dallas County, Texas
<br />and shall be secured by this Note & Security Agreement. "
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<br />12. Payment-Debtor will pay the Time Balance secured by the Note & Security Agreement and any renewal or extension thereof and any otherindebte"dness hereby
<br />secured in accordance with the terms and provisions thereof and will repay immediately all sums exPended by Secured Party in accordance with the tenns and
<br />provisions of !he Note & Security Agreement at the offices of Secured party in Dallas County, Texas.
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<br />13. Change of Residence or Place of Business-Debtor will promptly notify Secured Party in writing of any addition to, change in or discontinuance of the place
<br />where Collateral is to be kept, or Debtor's chief place of business or Debtor's residence.
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<br />14. Attorney-in-Fact-Debtor hereby appoints Secured Party Debtor's attorney-in-fact to do any and every act which Debtor is obligated by this Note & Security
<br />Agreement to do and to exercise all rights of Debtor in Collateral and to make collections and to execute any and all papers and instruments and to do aU other
<br />things necessary to preserve and protect Collateral and to protect Secured Party's security interest in said Collateral.
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<br />15. Time-Waiver-Debtor agrees that in performing any act under this Note & Security Agreement time shall be ohhe essence and that Secured Party's acceptance
<br />of partial or delinquent payments, or failure of Secured Party to exercise any right or remedy, shall not be a waiverofany obligation of Debtor or right of Secured
<br />Party or constitute a waiver of any other similar default subsequently occurring.
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<br />16. Default-Debtor shall be in default under this Note & Security Agreement upon the happening of any of the following events or conditions:
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<br />1. Default in the payment or performance of any obligation, covenant or liability contained or referred to herein;
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<br />2. Any warranty. representation or statement made or furnished to Secured Party by, or on behalf of Debtor , proves to have been false in any material respect
<br />when made or furnished;
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<br />3. Any event which results in the acceleration of the maturity of the indebledness of Debtor to others under any indenture, agreement or undertaking;
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<br />4. Loss. theft. substantial damage, destruction, snle orencumberance toorofany of the Collateral or the making of levy, seizure or attachment thereofortheron;
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<br />S. Any time the Secured Party believes that the prospect of payment of any indebtedness secured hereby or the performance oflhis Note & Security Agreement
<br />is impaired;
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<br />6. Death, dissolution, termination of existence, insolvency, business failure, appointment ofa receiver for any part of this Collateral, assignment for the benefit
<br />of creditors or the commencement of any proceeding under any bankruptcy or insolvency law by or against Debtor or any guarantor or surety for Debtor.
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<br />17. Attorney's Fees: If this Note & Security Agreement is placed in the hands of an attorney for collection, or is collected through Probate or Bankruptcy Court, or
<br />through other legal proceedings, the Debtor promises to pay to Secured Party, or its assignee. reasonable attorney's fees.
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<br />18. Remedies- Upon the occurrence of any such event of default, and at any time thereafter, Secured Party may declare all obligations secured hereby immediately
<br />due and payable and may proceed to enforce payment of the same and exercise any and all of the rights and remedies provided by the Uniform Commercial Code
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