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<br />EXHIBIT "E"
<br />
<br />DEED OF TRUS'r,
<br />SECURITY AGREEMENT AND FINANCING STATEMENT
<br />
<br />1 . CONVEYANCE. ELIlvl WA'rER COMPANY, INC. ("Grantor"), for
<br />the purpose of securing the hereinafter described indebtedness and
<br />in consideration of the sum of Ten Dollars ($10.00), paid to
<br />Grantor by the Trustee hereinafter named, the receipt of which is
<br />hereby acknowledged, and for the further consideration of the
<br />uses, purposes, and trusts hereinafter set forth, has granted,
<br />sold, and conveyed, and by these presents does grant, sell and
<br />convey, unto , Trustee, of County, Texas, and
<br />his substitutes or successors, all of the property described in
<br />paragraph 22 of this Deed of Trust, Security Agreement and Finan-
<br />cing Statement (the "Deed of Trust") (hereinafter referred to as
<br />lithe Property").
<br />
<br />2. WARRANTY. TO HAVE AND TO HOLD, subject to the permitted
<br />exceptions set forth in Exhibit "B", the Property, together with
<br />the rights, privileges and appurtenances thereto in anywise
<br />belonging, unto said Trustee, and to his successors or substi-
<br />tutes, forever. Grantor does hereby bind itself, its successors
<br />and assigns to WARRANT AND FOREVER DEFEND, subject as aforesaid,
<br />the Property unto the said Trustee, his substitutes or successors,
<br />forever against the claim or claims of all persons claiming or to
<br />claim the same or any part thereof.
<br />
<br />3. INDEBTEDNESS AND NOTE. This conveyance, however, is
<br />made in TRus'r for the purpose of securing the payment of Grantor's
<br />indebtedness to S.E.M. CORPORATION ("Corporation"), which
<br />in~ebtedness is evidenced by a promissory note (the IINote"), which
<br />is of even date herewith, is executed by Grantor and is payable to
<br />the order of Corporation in payments and at the rates of interest
<br />therein stipulated. The Note provides for the right to declare
<br />the unpaid principal due and payable in the event of default and
<br />provides for reasonable attorneys fees. The Note is in the
<br />principal sum of THREE HUNDRED EIGHT THOuSAND SEVEN HUNDRED
<br />AND NO/l00 DOLLARS ($308,700.00).
<br />
<br />4. ASSIGNMENT OF RENTS. Grantor hereby assigns to Corpora-
<br />tion all rents, revenues, profits, and income hereafter accruing
<br />from the Property, as additional security for the indebtedness
<br />secured hereby. In the event of a default in the payment of any
<br />installment of principal or interest on the Note or in the event
<br />of default in any of the covenants contained herein, Corporation
<br />is hereby authorized to take immediate possession of the Property
<br />and operate, lease or rent the same and collect all of the rents
<br />and income arising therefrom, and apply the same on the debt
<br />secured hereby, after first deducting therefrom the costs of
<br />collection, administration and repairs. This assignment of rents,
<br />revenues, profits and income shall be irrevocable, and in addition
<br />to other remedies herein provided in the event of default. In no
<br />event shall this remedy prevent or delay a foreclosure of this
<br />Deed of Trust, as is hereinafter provided. Corporation shall not
<br />be liable in any way for acting in the manner set out herein, and,
<br />specifically, Corporation shall not be liable for its failure or
<br />inability to collect the rents, revenues, profits or income from
<br />the Property.
<br />
<br />5. FUTURE ADVANCES. It is contemplated that Grantor may
<br />hereafter become indebted to Corporation in further sums, includ-
<br />ing taxes and insurance premiums paid by Corporation in behalf of
<br />Grantor, and other charges incurred by Grantor in connection with
<br />the Property and this Deed of Trust. This conveyance, therefore,
<br />
<br />1.
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