Fill and Sign the Deed of Trust Assignment of Rents and Leases Security Agreement and Fixture Filing Form

- 1 - Prepared by:Return to: State of MississippiCounty of ________________________ Judicial District DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (State of Mississippi) Name and Address of Grantor/Beneficiary:Name and Address of Trustee: Name and Address of Secured Party/Beneficiary: See Legal Description Attached as Exhibit A Indexing Instructions: - 2 - This Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (this
Deed) is made as of ___________, 20___ by ______________________, LLC, a ___________ limited liability company, whose address for notice hereunder is ________________________ (
Grantor) to __________________________, an individual resident of the state of Mississippi, whose address for notice is _________________________, (
Trustee ) for the benefit of _________________________________, a ________ corporation, as Agent for Lenders, as defined below (together with its successors and assigns in such capacity, "Grantee "), whose address for notice is _____________________________________. ARTICLE 1 DEFINITIONS Section 1.1Definitions. As used herein, the following terms shall have the following meanings: (a)
Borrower: ____________________________________, Inc., a ________ corporation, and Grantor. (b)
Credit Agreement: The Amended and Restated Credit Agreement of even date herewith between Borrower, the other credit parties from time to time signatory thereto, the Lenders and Grantee, as it may have been, or hereafter, be amended, restated, supplemented or otherwise modified. (c)
Indebtedness : (i) All obligations of Grantor under or with respect to (A) the Credit Agreement (including, without limitation, the
Obligations as defined in the Credit Agreement), (B) the notes issued or to be issued under the Credit Agreement and having a final maturity date of _____________, 20___ (such notes, together with any other promissory notes or notes issued in extension or renewal thereof, or in substitution therefor, are collectively referred to herein as the
Notes), (C) any indebtedness, obligations and liabilities of Borrower to Lenders in respect of
Letter of Credit Obligations (as defined in the Credit Agreement), (D) any and all sums due or to become due to Grantee or Lenders under the Credit Agreement, the Notes, this Deed or any other Loan Document, (E) any further or subsequent advances made under the Credit Agreement, the Notes, this Deed or any other Loan Document, and (F) any extensions, renewals, replacements or modifications of the Credit Agreement or the Notes, (ii) any and all additional advances made by Grantee or any Lender to protect or preserve the Secured Property or the lien hereof on the Secured Property, or to pay taxes, to pay premiums on insurance on the Secured Property or to repair or maintain the Secured Property, or to complete improvements on the Secured Property (whether or not the original Grantor remains the owner of the Secured Property at the time of such advances and whether or not the original Grantee or Lenders remain the owners of the indebtedness secured hereby and of this Deed), and (iii) any and all expenses incident to the collection - 3 - of the indebtedness secured hereby and the foreclosure hereof by action in any court or otherwise.A portion of the Indebtedness secured hereby is a revolving credit loan, the principal of which may be advanced, repaid and readvanced at any time and from time to time in accordance with the terms of the Credit Agreement and the Notes; provided however, at no time shall the aggregate outstanding principal balance of all Loans exceed $__________, except as provided in the Credit Agreement. Accordingly, if the aggregate outstanding principal balance of the Loans is ever reduced to a zero balance, the lien and security title of this Deed shall not be released or extinguished by operation of law or implied intent of the parties. This Deed and the other Loan Documents shall remain in full force and effect as to any further advances under the Loan Documents, including the Loans, made after any such zero balance until the Indebtedness secured by this Deed is paid in full and satisfied, all agreements of Lenders to make further advances have been terminated and this Deed has been released of record. (d)
Lenders: The Lenders from time to time parties to the Credit Agreement.(e)
Loans: Shall have the meaning give such term in the Credit Agreement.(f)
Secured Property: (1) The real property described in Exhibit A , together with any greater estate therein as hereafter may be acquired by Grantor (the
Land ), (2) all buildings, structures and other improvements, now or at any time situated, placed or constructed upon the Land (the
Improvements), (3) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter attached to or installed in any of the Improvements or the Land, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the
Fixtures ; the Land, Improvements and Fixtures being collectively referred to herein as the
Real Property ), (4) all right, title and interest of Grantor in and to all goods, accounts, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Grantor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Land and Improvements or which may be used in or relating to the planning, development, financing or operation of the Secured Property, including, without limitation, furniture, furnishings, equipment, machinery, money, insurance proceeds, accounts, contract rights, trademarks, goodwill, chattel paper, documents, trade names, licenses and/or franchise agreements, rights of Grantor under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Grantor with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs (the
Personalty), (5) all reserves, escrows or impounds required under the Credit Agreement or any other Loan Document and all deposit accounts maintained by Grantor with respect to the Secured Property, (6) all plans, specifications, shop drawings and - 4 - other technical descriptions prepared for construction, repair or alteration of the Improvements, and all amendments and modifications thereof (the
Plans), (7) all leases, subleases, licenses, concessions, occupancy agreements, usufructs, rental contracts and or other agreements (written or oral, now or at any time in effect) which grant a possessory interest in, or the right to use, all or any part of the Secured Property, together with all guarantees and all related security and other deposits, and all modification extensions and renewals thereof (the
Leases ), (8) all of the rents, issues, proceeds, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by parties to the Leases other than Grantor for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Secured Property and all other payments of any kind under the Leases(the
Rents), (9) all other agreements, such as construction contracts, architects agreements, engineers contracts, utility contracts, maintenance agreements, management agreements, service contracts, permits, licenses, certificates and entitlements in any way relating to the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition or ownership of the Secured Property (the
Property Agreements ), (10) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, and all right, title and interest, if any, of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Land or any part thereof, (11) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof, (12) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Grantor, (13) all mineral, water, oil and gas rights now or hereafter acquired and relating to all or any part of the Secured Property, and (14) all of Grantor s right, title and interest in and to any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty. As used in this Deed, the term
Secured Property shall mean all or, where the context permits or requires, any portion of the above or any interest therein. (g)
Obligations: Shall have the meaning given such term in the Credit Agreement. (h)
Permitted Encumbrances : The encumbrances described as Permitted Encumbrances in the Credit Agreement together with the matters set forth on Exhibit B, attached hereto and incorporated herein by this reference, none of which, individually or in the aggregate, materially interferes with the benefits intended to be provided by this Deed, materially and adversely impairs the current use or operations of the Real Property, or impairs Grantor s ability to pay its obligations in a timely manner. (i)
UCC: The Uniform Commercial Code of Mississippi or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than Mississippi, then, as to the matter in question, the Uniform Commercial Code in effect in that state. - 5 - Terms used herein with an initial capital letter or initial capital letters and not otherwise defined herein shall have the meanings given such terms in the Credit Agreement. ARTICLE 2 GRANT Section 2.1Grant. To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Grantor hereby bargains, sells, conveys, confirms, grants, assigns, transfers and sets over to the Trustee, with power of sale, in trust for the use and benefit of Grantee and grants the Grantee a security interest in the Secured Property, subject, however, to the Permitted Encumbrances. TO HAVE AND TO HOLD the Secured Property to Grantee and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Secured Property unto Grantee, subject, however to the Permitted Encumbrances. ARTICLE 3WARRANTIES, REPRESENTATIONS AND COVENANTS Grantor warrants, represents and covenants to Grantee as follows:Section 3.1Title to Secured Property and Lien of this Instrument. Grantor owns good and marketable title to the Real Property. None of the Secured Property is subject to any Liens other than the Permitted Encumbrances or other Liens permitted under the Security Agreement. Except as otherwise permitted under the Security Agreement, this Deed creates valid, enforceable first priority liens and security interests against the Secured Property, subject only to the Permitted Encumbrances. Section 3.2 First Lien Status. Grantor shall preserve and protect the first lien and security interest status of this Deed. If any lien or security interest other than the Permitted Encumbrances or other Liens permitted under the Security Agreement is asserted against the Secured Property, Grantor shall promptly, and at its expense, (a) give Grantee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or as expressly permitted by the Credit Agreement. Section 3.3 Payment and Performance. Grantor shall pay the Indebtedness when due under the Loan Documents and shall perform the Obligations in full when they are required to be performed (subject to any applicable grace, cure and notice provisions set forth in the Loan Documents). Section 3.4 Maintenance of Rights of Way, Easements and Licenses . Grantor shall maintain all rights of way, easements, grants, privileges, licenses, certificates, permits, entitlements and franchises necessary for the use of the Real Property for the business of Grantee and Borrower and will not, without the prior consent of Grantee, consent to any public restriction (including any zoning ordinance) or private restriction which would adversely affect Grantors - 6 - use of the Real Property. Grantor shall comply with all restrictive covenants affecting the Real Property, and all zoning ordinances and other public or private restrictions applicable to the Real Property, as used by Borrower. Section 3.5 Inspection. Grantor shall permit Grantee and Grantees agents, representatives and employees, upon reasonable prior notice to Grantor, to inspect the Secured Property and conduct such environmental and engineering studies as Grantee may require, provided that such inspections and studies shall not materially interfere with the use and operation of the Real Property. Section 3.6 Leases. Only with respect to those individual Leases generating $ ______or more annually in Rents to Grantor, Grantor (a) shall perform the obligations which Grantor is required to perform under such Leases; (b) shall enforce the obligations to be performed by the tenants under such Leases; (c) shall promptly furnish to Grantee any notice of default or termination received by Grantor from any tenant under such Leases, and any notice of default or termination given by Grantor to any tenant under such Leases; (d) shall not collect any rents for more than thirty (30) days in advance of the time when the same shall become due; (e) shall not further assign or encumber any such Lease; (f) shall not, except with Grantees prior written consent, cancel or accept surrender or termination of any such Lease; and (g) shall not, except with Grantees prior written consent, modify or amend any such Lease and any action in violation of this Section 3.6 shall be void at the election of Grantee. Section 3.7 Tenant Estoppels. At Grantees request, Grantor shall use commercially reasonable efforts to obtain and furnish to Grantee, written estoppels in form and substance satisfactory to Grantee, executed by tenants under Leases and confirming the term, rent, and other provisions and matters relating to the Leases. Section 3.8 Taxes and Assessments. The Real Property is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. There are no pending or, to Grantors best knowledge, proposed, special or other assessments for public improvements or otherwise affecting the Real Property, nor are there any contemplated improvements to the Real Property that may result in such special or other assessments. Section 3.9 Condemnation. No condemnation has been commenced or, to Grantors knowledge, is contemplated with respect to all or any portion of the Real Property. Section 3.10 Other Covenants. All of the covenants in the Credit Agreement are incorporated herein by reference and, together with covenants in this Article 3, shall be binding on the owner of the Secured Property for as long as the Credit Agreement remains in effect. Section 3.11 Condemnation Awards and Insurance Proceeds. - 7 - (a)Condemnation Awards. Grantor assigns all awards and compensation for any condemnation or other taking, or any purchase in lieu thereof, to Grantee and authorizes Grantee to collect and receive such awards and compensation and to give proper receipts and acquittances therefor. Grantor shall promptly notify Grantee of the institution of any proceeding for the condemnation or other taking of the Real Property or any portion thereof. Grantee may participate in any such proceeding and Grantor will deliver to Grantee all instruments necessary or required by Grantee to permit such participation. Without Grantees prior consent, Grantor (a) shall not agree to any compensation or award, and (b) shall not take any action or fail to take any action which would cause the compensation to be determined. All awards and compensation for the taking or purchase in lieu of condemnation of the Real Property or any part thereof shall be paid and applied in the manner set forth in the Credit Agreement. Grantor, upon request by Grantee, shall execute all instruments requested to confirm the assignment of the awards and compensation to Grantee, free and clear of all liens, charges and encumbrances. Grantor authorizes Grantee to collect and receive such awards and compensation, to give proper receipts and acquittances therefor, and in Grantee s sole discretion to apply the same toward the payment of the Obligations to the extent required by and in the order set forth in the Credit Agreement, notwithstanding that such Obligations may not then be due and payable, or at the election of Grantee or, if required by the Credit Agreement, to the restoration of the Real Property. Grantor, upon request by Grantee, shall execute all instruments requested to confirm the assignment of the awards and compensation to Grantee, free and clear of all liens, charges or encumbrances. (b)Insurance Proceeds. Grantor assigns to Grantee all proceeds of any insurance policies insuring against loss or damage to the Secured Property. Grantor authorizes Grantee to collect and receive such proceeds and authorizes and directs the issuer of each of such insurance policies to make payment for all such losses directly to Grantee, instead of to Grantor and Grantee jointly. Grantee shall apply insurance proceeds to costs of restoring the Secured Property or the Obligations to the extent required by and in the order set forth in the Credit Agreement. ARTICLE 4DEFAULT AND FORECLOSURESection 4.1 Remedies. If an Event of Default (as defined in the Credit Agreement) exists and is continuing, Grantee may, at Grantees election, exercise any or all of the following rights, remedies and recourses: (a) Acceleration. Declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Grantor), whereupon the same shall become immediately due and payable. - 8 - (b)Entry on Secured Property. Enter the Secured Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of the Secured Property after an Event of Default has occurred and is continuing and without Grantees prior written consent, Grantee may invoke any legal remedies to dispossess Grantor. (c)Operation of Secured Property. Hold, lease, develop, manage, operate or otherwise use the Secured Property upon such terms and conditions as Grantee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Grantee deems necessary or desirable), and apply all Rents and other amounts collected by Grantee in connection therewith in accordance with the provisions of Section 4.7. (d) Foreclosure and Sale. Institute proceedings for the complete foreclosure of this Deed, in which case the Secured Property may be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under the UCC, Grantor agrees that ten (10) days  prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Grantor, and against all other persons claiming or to claim the property sold or any part thereof, by, through or under Grantor. Grantee or its nominee may be a purchaser at such sale and if Grantee or such nominee is the highest bidder, may credit the portion of the purchase price that would be distributed to Grantee against the Indebtedness in lieu of paying cash. (e)Receiver. Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Grantor or regard to the adequacy of the Secured Property for the repayment of the Indebtedness, the appointment of a receiver of the Secured Property, and Grantor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Secured Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 4.7. (f)Other. Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity (including an action for specific performance of any covenant contained in the Loan Documents, or a judgment on the Notes either before, during or after any proceeding to enforce this Deed). Section 4.2Separate Sales. If an Event of Default exists and is continuing, the Secured Property may be sold in one or more parcels and in such manner and order as Grantee in its sole discretion, may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales. - 9 - Section 4.3Remedies Cumulative, Concurrent and Nonexclusive. If an Event of Default exists and is continuing, Grantee shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Grantor or others obligated under the Notes and the other Loan Documents, or against the Secured Property, or against any one or more of them, at the sole discretion of Grantee, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Grantee in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default. Section 4.4 Release of and Resort to Collateral . Grantee may release, regardless of consideration and without the necessity for any notice to a consent by the holder of any subordinate lien on the Secured Property, any part of the Secured Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interests created in or evidenced by the Loan Documents or their stature as a first and prior lien and security interest in and to the Secured Property. For payment of the Indebtedness, Grantee may resort to any other security in such order and manner as Grantee may elect. Section 4.5Waiver of Redemption, Notice and Marshalling of Assets . To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Grantor by virtue of any present or future law or judicial decision exempting the Secured Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment, (b) except as expressly provided for under the Loan Documents, all notices of any Event of Default or of Grantee s election to exercise or its actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation. Section 4.6 Discontinuance of Proceedings. If Grantee shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Grantee shall have the unqualified right to do so and, in such an event, Grantor and Grantee shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Loan Documents, the Secured Property and otherwise, and the rights, remedies, recourses and powers of Grantee shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist and is continuing or the right of Grantee thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default. Section 4.7Application of Proceeds. The proceeds of any sale of the Secured Property and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Secured Property, shall be applied by Grantee (or the receiver, if one is appointed) in accordance with the terms of the Credit Agreement. Section 4.8 Occupancy After Foreclosure. The purchaser at any foreclosure sale pursuant to Section 4.1(d) shall become the legal owner of the Secured Property. Unless - 10 - otherwise agreed to in writing by Grantee, all occupants of the Secured Property shall, at the option of such purchaser, become tenants of the purchaser at the foreclosure sale and shall deliver possession thereof, subject to leases of tenants and occupants permitted in accordance with the Credit Agreement, immediately to the purchaser upon demand. It shall not be necessary for the purchaser at said sale to bring any action for possession of the Secured Property other than the statutory action of forcible detainer in any justice court having jurisdiction over the Secured Property. Section 4.9 Additional Advances and Disbursements; Costs of Enforcement.(a)If any Event of Default exists and is continuing Grantee shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Grantor. All sums advanced and expenses incurred at any time by Grantee under this Section 4.9, or otherwise under this Deed or any of the other Loan Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at the Default Rate (as defined in the Credit Agreement), and all such sums, together with interest thereon, shall be secured by this Deed. (b)Grantor shall pay all expenses (including reasonable attorneys fees and expenses) of or incidental to the perfection and enforcement of this Deed and the other Loan Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Deed and the other Loan Documents, and for the curing thereof, or for defending or asserting the rights and claims of Grantee in respect thereof, by litigation or otherwise.Section 4.10 No Grantee in Possession . Neither the enforcement of any of the remedies under this Article 4, the assignment of the Rents and Leases under Article 5, the security interests under Article 6, nor any other remedies afforded to Grantee under the Loan Documents, at law or in equity shall cause Grantee to be deemed or construed to be a Grantee in possession of the Secured Property, to obligate Grantee to lease the Secured Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. ARTICLE 5 ASSIGNMENT OF RENTS AND LEASESSection 5.1Assignment. Grantor hereby unconditionally and absolutely assigns to Grantee the Leases and Rents. This assignment is an absolute assignment to Grantee and not an assignment as security for the performance of the Obligations. Section 5.2Rights of Grantee. Subject to the provisions of Section 5.7 below, if an Event of Default exists and is continuing, Grantee shall have the right, power and authority to: (a) notify any person that the Leases have been assigned to Grantee and that all Rents are to be paid directly to Grantee, whether or not Grantee has commenced or completed foreclosure or taken possession of the Secured Property; (b) settle, compromise, release, extend the time of - 11 - payment of, and make allowances, adjustments and discounts of any Rents or other obligations under the Leases; (c) enforce payment of Rents and other rights under the Leases, prosecute any action or proceeding, and defend against any claim with respect to Rents and Leases; (d) enter upon, take possession of and operate the Secured Property; (e) lease all or any part of the Secured Property; and/or (f) perform any and all obligations of Grantor under the Leases and exercise any and all rights of Grantor therein contained to the full extent of Grantor s rights and obligations thereunder, with or without the bringing of any action or the appointment of a receiver. At Grantees request, Grantor shall deliver a copy of this Deed to each tenant under a Lease and to each manager and managing agent or operator of the Secured Property. Grantor irrevocably directs any tenant, manager, managing agent, or operator of the Secured Property, without any requirement for notice to or consent by Grantor, to comply with all demands of Grantee under this Agreement and to turn over to Grantee on demand all Rents which it receives.Section 5.3 No Merger of Estates . So long as any part of the Indebtedness and the Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Secured Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Grantor, Grantee, any lessee or any third party by purchase or otherwise. Section 5.4 No Obligation. Notwithstanding Grantees rights hereunder, Grantee shall not be obligated to perform, and Grantee does not undertake to perform, any obligation, duty or liability with respect to the Leases, Rents or Secured Property on account of this Deed. Grantee shall have no responsibility on account of this Deed for the control, care, maintenance or repair of the Secured Property, for any waste committed on the Secured Property, for any dangerous or defective condition of the Secured Property, or for any negligence in the management, upkeep, repair or control of the Secured Property (except for damages directly caused by Grantee s gross negligence or willful misconduct). Section 5.5 Right to Apply Rents. If an Event of Default exists and is continuing, Grantee shall have the right, but not the obligation, to use and apply any Rents received hereunder in such order and such manner as set forth in the Credit Agreement Section 5.6 No Waiver. The exercise or nonexercise by Grantee of the rights granted in this Deed or the collection and application of Rents by Grantee or its agent shall not be a waiver of any default by Grantor under this Deed or any other Loan Document. No action or failure to act by Grantee with respect to any obligations of Grantor under the Loan Documents, or any security or guaranty given for the payment or performance thereof, shall in any manner affect, impair or prejudice any of Grantee s rights and privileges under this Deed, or discharge, release or modify any of Grantors duties or obligations hereunder. Section 5.7 Revocable License. Notwithstanding that this assignment is an absolute assignment of the Rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in the Rents and Leases, Grantee grants to Grantor a revocable license to collect and receive the Rents and to retain, use and enjoy such Rents. Such license may be revoked by Grantee upon the occurrence and during the continuation of any Event of Default. Grantor shall apply any Rents which it receives to the payment of the Loans and other payments due under the Loan Documents, taxes, assessments, water charges, sewer rents and other - 12 - governmental charges levied, assessed or imposed against the Secured Property, insurance premiums, operation and maintenance charges relating to the Secured Property, and other obligations of lessor under the Leases before using such proceeds for any other purpose.Section 5.8 Liability of Grantee . Grantee shall not in any way be liable to Grantor for any action or inaction of Grantee, its employees or agents under this Agreement (except for damages directly caused by Grantees gross negligence or willful misconduct). Section 5.9 Indemnification. Grantor shall indemnify, defend and hold harmless Grantee from and against all liability, loss, damage, cost or expense which it may incur under this Deed or under any of the Leases, including any claim against Grantee by reason of any alleged obligation, undertaking, action, or inaction on its part to perform or discharge any terms, covenants or conditions of the Leases or with respect to Rents, and including attorneys fees and expenses; however, Grantor shall not be liable under such indemnification to the extent such liability, loss, damage, cost or expense results solely from Grantees gross negligence or willful misconduct. Any amount covered by this indemnity shall be payable on demand, and shall bear interest from the date of demand until the same is paid by Grantor to Grantee at a rate equal to the Default Rate (as defined in the Credit Agreement). ARTICLE 6SECURITY AGREEMENTSection 6.1Security Interest. This Deed constitutes a
Security Agreement  on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements. To this end, Grantor grants to Grantee, a first and prior security interest (subject to the Permitted Encumbrances and except as otherwise permitted under the Security Agreement), in the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements and all other Secured Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, and agrees that Grantee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended action by Grantee with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements sent to Grantor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Grantor. Section 6.2 Financing Statements . Grantor shall execute and deliver to Grantee, in form and substance satisfactory to Grantee, such financing statements and such further assurances as Grantee may, from time to time, reasonably consider necessary to create, perfect and preserve Grantees security interest hereunder and Grantee may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. In addition, Grantor hereby authorizes Grantee to file such financing statements with respect to the Deed, with or without Grantors or Grantees signature, or to file a photocopy of the Deed, in substitution for a financing statement, as Grantee may deem appropriate and to execute in Grantors name such financing statements and amendments thereto and continuation statements which may require the Grantors signature. - 13 - Section 6.3Fixture Filing. This Deed shall also constitute a
fixture filing for the purposes of the UCC against all of the Secured Property which is or is to become Fixtures. Information concerning the security interest herein granted may be obtained at the addresses of Debtor (Grantor) and Secured Party (Grantee) as set forth in the first paragraph of this Deed. Section 6.4Indemnity. Grantor shall indemnify and hold the Grantee harmless from and against any and all suits, actions, claims, proceedings (including third-party proceedings), damages, losses, liabilities, and expenses (including, without limitation, reasonable attorneys fees and disbursements) which may be incurred by or asserted against Grantee as a result of its having made a loan to Grantor or having committed to extend credit to Grantor, including, but not limited to, claims for brokerage commissions or finders fees for arranging the loan secured by the Deed and claims for recording taxes, filing fees, transfer taxes and similar claims relating to this Deed. The provisions of this section shall survive the repayment of the Indebtedness secured hereby. ARTICLE 7 MISCELLANEOUSSection 7.1Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given to the parties at their respective addresses set forth in the Credit Agreement and otherwise in accordance with the notice provisions of the Credit Agreement. Section 7.2Covenants Running with the Land. All Obligations contained in this Deed are intended by Grantor and Grantee to be, and shall be construed as, covenants running with the Real Property. As used herein,
Grantor  shall refer to the party named in the first paragraph of this Deed and to any subsequent owner of all or any portion of the Real Property (without in any way implying that Grantee has or will consent to any such conveyance or transfer of the Secured Property). All persons or entities who may have or acquire an interest in the Secured Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Loan Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Grantee. Section 7.3 Attorney-in-Fact. Grantor hereby irrevocably appoints Grantee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Grantee deems appropriate to protect Grantee s interest, if Grantor shall fail to do so within ten (10) days after written request by Grantee, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Personalty, Fixtures, Plans and Property Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Grantees security interests and rights in or to any of the collateral, (d) to execute any or all of the rights and powers described in Article 5 hereof, and (e) while any Event of Default exists and is continuing to perform any obligation of Grantor hereunder; - 14 - however: (1) Grantee shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Grantee in such performance shall be added to and included in the Indebtedness and shall bear interest at the Default Rate; (3) Grantee as such attorney-in-fact shall only be accountable for such funds as are actually received by Grantee; and (4) Grantee shall not be liable to Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section.Section 7.4Successors and Assigns . This Deed shall be binding upon and inure to the benefit of Grantee and Grantor and their respective successors and assigns. Grantor shall not, without the prior written consent of Grantee, assign any rights, duties or obligations hereunder. Section 7.5 No Waiver. Any failure by Grantee to insist upon strict performance of any of the terms, provisions or conditions of the Loan Documents shall not be deemed to be a waiver of same, and Grantee shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions. Section 7.6 Subrogation . To the extent proceeds of the Loans have been used to extinguish, extend or renew any indebtedness against the Secured Property, then Grantee shall be subrogated to all of the rights, liens and interests existing against the Secured Property and held by the holder of such indebtedness and such former rights, liens and interests, if any, are not waived, but are continued in full force and effect in favor of Grantee. Section 7.7Credit Agreement . If any conflict or inconsistency exists between this Deed and the Credit Agreement, the Credit Agreement shall govern to the extent permitted by law of the jurisdiction in which the Secured Property is located. Section 7.8 Release. Upon payment in full of the Indebtedness and performance in full of the Obligations and termination of all commitments of the Lenders to make any additional extension of credit, Grantee, at Grantor s written request and expense, shall release the liens and security interests created by this Deed. Section 7.9 Waiver of Stay, Moratorium and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed or the indebtedness secured hereby, or any agreement between Grantor and Grantee or any rights or remedies of Grantee. Section 7.10Governing Law. This Deed shall be governed by the laws of the State of Mississippi. Section 7.11 Headings. The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections. Section 7.12 Entire Agreement. This Deed and the other Loan Documents embody the entire agreement and understanding between Grantee and Grantor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and - 15 - thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. - 16 - Section 7.13Special State Specific Provisions. In the event of any inconsistencies between this Section 7.13 and the other provisions of this Deed, the terms and conditions of this Section 7.13 shall control and be binding. - 17 - (a)Power of Sale Foreclosure . Upon the occurrence of an Event of Default, the Grantee may elect to sell the Secured Property by non-judicial foreclosure and, upon making such election, the Grantee or the Trustee shall give such notice of default and election to sell as may then be required by law. Thereafter, the Trustee shall, at the request of Grantee, sell the Secured Property, or a sufficiency thereof to satisfy the Indebtedness and Obligations, at public auction during legal hours to the highest bidder for cash (or cash equivalents acceptable to Trustee) or on such other terms as Trustee may elect. The sale of the Secured Property shall be advertised and other notice thereof given according to the laws of Mississippi then in force governing sales under powers conferred by deed of trust. The notice and advertisement shall disclose the name of the original Grantor in this Deed. Grantor waives the provisions of Section 111 of the Mississippi Constitution and Section 89-1-55 of the Mississippi Code of 1972, as amended, only to the extent that such sections restrict the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the Secured Property as a whole, regardless of how it is described. If the Secured Property is situated in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the Secured Property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Grantor and Grantee. At any sale hereunder, Trustee may, from time to time, adjourn said sale by announcement at the time and place appointed for such sale without further notice or re-advertising except as may be required by law. The Trustee may appoint or delegate any one or more persons as agent to perform any acts necessary or incidental to any sale held by the Trustee, including the posting of notices for the conduct of the sale but in the name and on behalf of the Trustee, his substitutes or successors. In the event any sale hereunder is not completed or is defective, in the opinion of the Grantee, such sale shall not exhaust the power of sale hereunder, and the Grantee shall have the right to cause a subsequent sale or sales to be made by the Trustee. The right of sale hereunder shall not be exhausted by one or more such sales, and the Trustee may make other and successive sales until all of the Secured Property has been legally sold or the Indebtedness and Obligations have been fully satisfied. Grantee may bid for and acquire the Secured Property or any part thereof and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting upon the Indebtedness and Obligations secured by this Deed the net sales price after deducting therefrom the expenses of sale and any other sums which Trustee or Grantee is authorized to deduct under this Deed. Notwithstanding the foregoing, Grantee may sue and recover judgment on the Indebtedness and Obligations or any part thereof without first requesting Trustee to exercise the power of sale granted hereunder. After instituting suit on the Indebtedness or Obligations or any part thereof, Grantee may later abandon, stay or postpone such suit and request Trustee to exercise the power of sale granted hereunder and thereafter recover judgment on the Indebtedness and Obligations to the extent remaining unsatisfied. The power of sale granted hereunder may be exercised as to all or any part of the Secured Property, and Grantee may sue and recover judgment on the Indebtedness and Obligations to the extent remaining unsatisfied after the sale. Neither the institution of suit on the Indebtedness and Obligations nor any part thereof nor the exercise of the power of sale granted hereunder as to less than all of the Secured Property shall affect this Deed as to the Secured Property not sold pursuant to the power of sale granted hereunder. Trustee, at the request of the Grantee, shall offer the Secured Property for sale at foreclosure in such manner as to recognize, protect and preserve any easements, leases, subleases, contracts or other kinds of Secured Property or interests therein which are subordinate to this Deed as Grantee in its sole discretion may elect. - 18 - (b)Concerning the Trustee. (i) Certain Rights. Trustee shall have the right to rely on any instrument, document or signature of Grantee authorizing or supporting any action taken or proposed to be taken by it hereunder, reasonably believed by it in good faith to be genuine. Trustee shall be entitled to reimbursement for actual, documented, reasonable expenses incurred by it in the performance of its duties and to reasonable compensation for Trustees services hereunder as shall be rendered. Grantor shall, from time to time upon written demand, pay the compensation due to Trustee hereunder and reimburse Trustee for, and indemnify, defend and save Trustee harmless against, all liability and reasonable expenses which may be incurred by it in the performance of its duties; however, Grantor shall not be liable under such indemnification to the extent such liability or expenses result from Trustees gross negligence or willful misconduct. (ii) Retention of Money . All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by him hereunder.(iii) Successor Trustees. If Trustee or any successor Trustee shall die, resign or become disqualified from acting in the execution of this trust, or Grantee shall desire to appoint a substitute Trustee, Grantee shall have full power to appoint one or more substitute Trustees and, if preferred, several substitute Trustees in succession who shall succeed to all the estates, rights, powers and duties of Trustee. Such appointment may be executed by any authorized representative (including any officer) of Grantee and as so executed, such appointment shall be conclusively presumed to be executed with authority, valid and sufficient, without further proof of any action.(iv) Trustee Liability. In no event or circumstance shall Trustee or any substitute Trustee hereunder be personally liable under or as a result of this Deed, either as a result of any action by Trustee (or any substitute Trustee) in the exercise of the powers hereby granted or otherwise.(v) Successor Grantee (beneficiary). Grantee has been appointed to act as beneficiary hereunder in its capacity as agent on behalf of Lenders. Grantee shall at all times be the same entity that is agent under the Loan Agreement. Upon the acceptance of any appointment as agent under the terms of the Loan Agreement by a successor agent, that successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Grantee under this Deed, and the retiring or removed Grantee under this Deed shall promptly (i) transfer to such successor Grantee all sums, securities and other items of Secured Property held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Grantee under this Deed, and (ii) execute and deliver to such successor Grantee such instruments, and take such other actions, as may be - 19 - necessary or appropriate in connection with the assignment to such successor Grantee of the liens and security interests created hereunder.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] - 20 - IN WITNESS WHEREOF, the undersigned has caused this Deed of Trust to be duly executed and delivered as of the date first above written.______________________________________, LLC, a ___________ limited liability companyBy:Name:Title:STATE OF ___________COUNTY OF __________PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state, on this ___ day of ___________ , 20___, within my jurisdiction, the within named _________________________, who acknowledged that he is __________________ of __________________________________________, LLC, a _________ limited liability company, and that for and on behalf of the said corporation, and as its act and deed __he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ______________________________ NOTARY PUBLICMy Commission Expires:_____________________(Notary Seal Required) - 1 - EXHIBIT A [Legal Description] - 1 - EXHIBIT B