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Deed of Trust and Security AgreementPage 1 of 27 Prepared by: Return to: State of Mississippi County of ____________ ____________ Judicial District DEED OF TRUST AND SECURITY AGREEMENT Name and Address of Grantor/Debtor: Name and Address of Trustee: Name and Address of Secured Party/Beneficiary: See Legal Description Attached as Exhibit B THIS INSTRUMENT IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS. THE NAMES OF THE DEBTOR ("GRANTOR") AND THE SECURED PARTY ("BENEFICIARY"), THE MAILING ADDRESS OF THE SECURED PARTY FROM WHICH INFORMATION CONCERNING THE SECURITY INTEREST MAY BE OBTAINED, AND THE MAILING ADDRESS OF THE DEBTOR IS DESCRIBED ON EXHIBIT "A" ATTACHED HERETO, AND A STATEMENT INDICATING THE TYPES, OR DESCRIBING THE ITEMS, OF COLLATERAL, ARE AS DESCRIBED ON PAGES 1 THROUGH 5 HEREOF, IN COMPLIANCE WITH THE REQUIREMENTS OF ARTICLE 9, SECTION 402 OF THE UNIFORM COMMERCIAL CODE, MISSISSIPPI CODE ANN. §75-9-402. Deed of Trust and Security AgreementPage 2 of 27 This DEED OF TRUST AND SECURITY AGREEMENT (this "Deed of Trust") is made as of the ___________ day of ___________, ___________, by ___________., a ___________ corporation, having its principal place of business at ___________, ___________ ("Grantor") in favor of _________________ ("Trustee") for the benefit of ___________, a ___________, having its principal place of business at ___________, ___________ ("Beneficiary"). W I T N E S S E T H: WHEREAS, this Deed of Trust secures: (1) the full and punctual payment of the indebtedness evidenced by those certain promissory notes (collectively, the "Note") of even date with this Deed of Trust, the final payment of which is due no later than the ___________ day of ___________ (the "Maturity Date"), made by Grantor to the order of Beneficiary in the aggregate principal face amount of ___________ ($ ___________ ), with interest thereon at the rates therein provided, together with any and all renewals, modifications, consolidations a nd extensions of the indebtedness evidenced by the Note, any and all additional advanc es made by Beneficiary to protect or preserve the Property (as hereinafter defined), any and all fut ure advances as may be made by Beneficiary and any other amounts required to be paid by Grantor under any of the Loan Documents (as hereinafter defined), such indebtedness, advances and amounts being hereinafter collectively referred to as the "Secured Indebtedness"; and (2) the full performance by Grantor of all of the provisions, agreements, covenants and obligations contained herein or in any of the other Loan Documents. The Note, this Deed of Trust, any othe r deed of trust or mortgage, any loan agreement or construction disbursement agreement, and a ny and all other documents evidencing, securing or relating to the indebtedness secured by this Deed of Trust and all renewals, modifications, consolidations, and extensions of such documents are herein collectively referred to as the "Loan Documents." NOW, THEREFORE, IN CONSIDERATION of the sum of _________________ DOLLARS ($______), in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the Secured Indebtedness and other obligations of Grantor set forth in this Deed of Trust and the other Loan Documents, Grantor does hereby irrevocably bargain, sell, transfer, grant, convey, assign and warrant to: (A) Trustee, its successors and assigns, in trust, with power of sale and right of entry and possession, all of Grantor's present and future estate, right, title and interest in and to that certain (as defined in real property located in the County and State Exhibit "A" attached hereto and made a part hereof) and as more particularly describe d in Exhibit "B" attached hereto and made a part hereof, together with all right, title, interest and estate of Grantor, in and to all easements, rights-of-way, gaps, strips and gores of land, stre ets, ways, alleys, sewers, sewer rights, waters, water courses, water rights, privileges, licenses, tenements, hereditaments and appurtenances whatsoever, in any way appertaining to sai d real property, whether now owned or hereafter acquired by Grantor, and the reversion(s), remainder(s), possession(s), claims and demands of Grantor in and to the same, and the rights of Grantor in and to the benefits of any conditions, covenants and restrictions now or hereafter affecting said real property (collectively, the "Land"), together with all estate , right, title and interest that Grantor now has or may hereafter acquire in: Deed of Trust and Security AgreementPage 3 of 27 (1)all things now or hereafter affixed to the Land, including all buildings, structures and improvements of every kind and description now or hereafter erected or plac ed thereon, all furnishings, furniture, fixtures, machinery, equipment, appliances, systems, building materials and personal property of every kind and nature whatsoever [including, without limitation, (a) all poultry and livestock systems, equipment and facilities (including, without limitation, all poultry cages, feed and water delivery systems, cleaning, scraper a nd lagoon systems, and egg collection and processing systems which shall include, but not be limi ted to, all systems and equipment for washing, drying, grading, counting, transporting, packing, carton closing, taping and dating), and (b) all gas and electric fixtures, all grain storage, milling and drying systems, equipment and facilities, compressors, chillers, dryers, egg washers, egg breaking machines, laboratory equipment, water and egg tanks, pasteurizers, sterilizers, bat hs, freezer chests, incubators, cabinets and benches, fans, silos, bins, scales, bulk petroleum ta nks, fuel tanks, water and fuel pumping and metering equipment, feed plants (including mi lling, storage and blending equipment), blowers, driers, hoists, radiators, heaters, engines and machinery, boilers, transformers and related transmission and safety facilities, mete rs, elevators, conveyors and motors, extensions, plumbing and heating fixtures and systems, signs, carpeting and other floor coverings, ranges, washers, dryers, water heaters, air-conditioning, cooling, heating and ventilation apparatus and systems (including, without limitation, temperature monitors and controls), tracks, dock lights and pads, building divider curtains, pulleys, cables, slats, gates, computers and all hardware and software therefor, which are or shall be at tached to said buildings, structures or improvements, or which are or shall be located in, on or about the Land, or which, wherever located (including, without limitation, in warehouse or other storage facilities or in the possession of or on the premises of vendors or manufacturers thereof), are used or intended to be used in or in connection with the construction, fixturing, equipping, furnishing, use, transportation of personal property to or from, operation or enjoyment of the Land or the improvements thereon, and all replacements, repairs, additions, accessions or substitutions or proceeds thereto or therefor, but the foregoing shall not include poultry, livestock, feed or other inventory, rolling stock or accounts receivable therefrom or from any products thereof; all of such things whether now or hereafter placed thereon being hereby declared to be real property and hereinafter collectively referred to as the "Improvements"; (2)all income, rents, royalties, revenue, issues, profits, proceeds and other benefits from any and all of the Land and/or Improvements, subject, however, to the right, power and authority hereinafter conferred upon Beneficiary or reserved to Grantor to collect and apply such income, rents, royalties, revenue, issues, profits, proceeds and other benefits; (3) all deposits made with respect to the Land and/or Improvements, including, but not limited to, any security given to utility companies by Grantor, and al l advance payments of insurance premiums made by Grantor with respect thereto and all claims or demands relating to such deposits, other security and/or such insurance; (4) all damages, royalties and revenue of every kind, nature and description whatsoever that Grantor may be entitled to receive, either before or after any E vent of Default (as herein after defined), from any person or entity owning or having or hereafter acquiring a right to the oil, gas or mineral rights and reservations of the Land, with the right in Beneficiary to Deed of Trust and Security AgreementPage 4 of 27 receive and apply the same to the Secured Indebtedness; (5) all proceeds and claims arising on account of any damage to, or Condemnation (as hereinafter defined) of, the Land and/or Improvements or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of t he Land and/or Improvements; (6) all licenses (including, but not limited to, any operating licenses or similar licenses), contracts, management contracts or agreements, guaranties, warranties, franchise agreements, permits, authorities or certificates required or relating the ownership, use, ope ration or maintenance of the Land and/or Improvements; and (7) all names under or by which the Land and/or Improvements may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks, trade names, patents pending and goodwill relat ing to the Land and/or Improvements. TO HAVE AND TO HOLD the Real Property (as hereinafter defined), unto Trustee, its successors and assigns, in trust, for the benefit of Beneficiary, its successors and assigns, subject, however, to the terms, covenants and conditions contained herein. All of the property described in paragraph (A) above is hereinafter collectively referred t o as the "Real Property." (B) Beneficiary, its successors and assigns, as a secured party, a security interest in Grantor's interest in any portion of the Real Property which may be construed to be personal property, and in all other personal property of every kind and description, whether now existing or hereafter acquired, now or at any time hereafter attached to, erected upon, situa ted in or upon, forming a part of, appurtenant to, used or useful in the construction or operation of, or in connection with, or arising from the use or enjoyment of all or any portion of, or from any lease or agreement pertaining to, the Real Property, including: (1) all water rights appurtenant to the Real Property together with all pumping plants, pipes, flumes and ditches, all rights to the use of water, all rights in ditches for irrigation, all water stock, shares of stock or other evidence of ownership of any part of the Real Property that is owned by Grantor in common with others and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Real Property; (2).all plans and specifications prepared for construction of the Improvements and all studies, data and drawings related thereto; and all contracts and a greements of Grantor relating to the aforesaid plans and specifications or to the aforesaid studies, dat a and drawings, or to the construction of the Improvements; (3) all equipment, machinery, fixtures and goods to the extent described in paragraph (A)(1) above, and accounts, general intangibles, documents, instruments and chattel paper arising therefrom; Deed of Trust and Security AgreementPage 5 of 27 (4)all substitutions and replacements of, and accessions and additions to, any of the foregoing; (5)all sales agreements, deposit receipts, escrow agreements and other ancillary documents and agreements entered into with respect to the sale to any purchasers of any part of the Real Property, together with all deposits and other proceeds of the sal e thereof; and (6)all proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary or involuntary disposition or claim respecting any of the foregoing (pursuant to judgment, condemnation award or otherwise) and all goods, documents, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or proceeds thereof. All of the property described in paragraph (B) above is hereinafter collectively referred to as the "Personal Property." All of the Real Property and the Personal Property is herein collectively referred to as the "Property." PROVIDED, HOWEVER, if Grantor shall pay or cause to be paid to Beneficiary in full the Secured Indebtedness, at the times and in the manner stipulated in the Loa n Documents, and shall keep, perform and observe all and singular the covenants and promises of Grantor in the Loan Documents, then this Deed of Trust and all the properties, interests and rights he reby granted, encumbered, transferred or assigned shall be released by Trustee and/or Beneficia ry in accordance with the laws of the State. GRANTOR HEREBY COVENANTS AND AGREES FOR THE BENEFIT OF BENEFICIARY AND TRUSTEE AS FOLLOWS: ARTICLE I COVENANTS 1.01 PERFORMANCE BY GRANTOR. Grantor shall pay the Secured Indebtedness to Beneficiary and shall keep and perform each and every other obligation, covenant and agreement of the Loan Documents. 1.02 WARRANTY OF TITLE. Grantor warrants that it is lawfully seized of that portion of the Property which constitutes real property, that it holds marketable and indefea sible fee simple absolute title to all such property, and that it has good right and is lawfully authorized to sell, convey or encumber the Property subject only to those matters set forth in Exhibi t "C" attached hereto and made a part hereof (the "Permitted Exceptions"). Grantor further covenants to warrant and forever defend all and singular the Property unto Beneficiary and Trustee forever from and against all persons whomsoever claiming the same or any part thereof. 1.03 TAXES, LIENS AND OTHER CHARGES. Unless sums sufficient to pay the same shall have been fully paid to Beneficiary as provided in section 1.06 hereof, Grantor sha ll pay all real estate and other taxes, assessments, water and sewer charges, vault and othe r license or Deed of Trust and Security AgreementPage 6 of 27 permit fees, levies, fines, penalties, interest, impositions, and other similar cla ims, general and special, public and private, of any kind whatsoever which may be assessed, levied, confirmed, imposed upon or arise out of or become due and payable out of, or become a lien on or against the Property or any part thereof (all of the foregoing, together with utility and refuse removal charges, being hereinafter collectively referred to as the "Imposition(s)") not later tha n ten (10) days before the dates on which such Impositions would become delinquent. Not later than the date when any Impositions would become delinquent, Grantor shall produce to Beneficiary official receipts of the appropriate imposing authority, or other evidence reasonably satisfa ctory to Beneficiary evidencing the payment thereof in full. If Grantor shall in good faith, and by proper legal action, contest any Impositions, and shall have deposited cash with Benefi ciary (or as Beneficiary may direct) as a reserve for the payment thereof plus all fines, int erest, penalties and costs which may become due pending the determination of such contest, in such amount as Beneficiary may require, then Grantor shall not be required to pay the same during the maintenance of said deposit and as long as such contest operates to prevent enforcement or collection of such Impositions against, or the sale or forfeiture of, the Property for non-payment thereof, and is prosecuted with due diligence and continuity, and shall not have been t erminated or discontinued adversely to Grantor. Upon termination of any such proceeding or contest, Grantor shall pay the amount of such Impositions or part thereof as finally determined in such proceeding or contest. However, if monies have been deposited with Beneficiary pursuant to thi s Section 1.03, said funds shall be applied towards such payment and the excess, if any, shall be returned to Grantor. 1.04 FURTHER TAXES. In the event of the passage, after the date of this Deed of Trust, of any law deducting from the value of the Property, for the purposes of taxation, any lien thereon or security interest therein, or changing in any way the laws now in force for the taxation of mortgages, deeds of trust and/or security agreements or debts secured by mortgages, deeds of trust and/or security agreements, or the manner of the collection of any such taxes, which has the effect of imposing payment of the whole or any portion of any taxes, assessments or other similar charges against the Property upon Beneficiary, the Secured Indebtedness shall immediately become due and payable at the option of Beneficiary; provided, however, that such election by Beneficiary shall be ineffective if prior to the due date thereof: (1) Grantor is permitted by law (including, without limitation, applicable interest rate laws) to, and actually does, pay such tax or the increased portion thereof (in addition to continuing to pay the Secured Indebtedness as and when due and payable); and (2) Grantor agrees with Beneficiary in writing to pay, or reimburse Beneficiary for the payment of any such tax or increased portion thereof when thereafter levied or assessed against the Property or any portion thereof. Any money paid by Beneficiary under this Section 1.04 shall be reimbursed to Beneficiary in accordance with Section 3.10 hereof.1.05 INSURANCE. (a) Grantor, at its sole cost and expense, shall at all times, unless otherwise indicated, provide, maintain and keep in force: (1)property insurance covering the Improvements and Personal Property against loss or damage from such causes of loss as are embraced by insurance polic ies of the type now known as "All Risks" or "Open Perils" property insurance on a replacement cost basis with an Agreed Value Endorsement waiving co-insurance, all in an amount not less than Deed of Trust and Security AgreementPage 7 of 27 one hundred percent (100%) of the then full replacement cost of all Improvements (exclusive of the cost of excavations, foundations and footings below the lowest basement floor) and Personal Property, without deduction for physical depreciation thereof, provided, however, if such Improvements or Personal Property were constructed or purchased prior to ___________ , the amount of such insurance shall be in an amount not less than eighty percent (80%) of such replacement cost. Such property insurance shall include a Demolition and Increased Cost of Construction Endorsement as well as such other insurance as Beneficiary may from time to time designate to cover other risks and hazards affecting the Property; (2) flood insurance in an amount equal to the lesser of 100% of the full replacement cost of the Improvements, or the maximum amount of insurance obtainable; provided, however, that such insurance shall be required only when all or any portion of the Land is located within a 100-year flood plain or area designated as subject to flood by the Federal Emergency Management Agency or any other governmental agency, or when required by any federal, state or local law, statute, regulation or ordinance; (3) builder's risk insurance insuring against loss or :damage from such causes of loss as are embraced by insurance policies of the type now known as "Builder's R isks" property insurance (written on an "all risk" or "open perils" basis), including, without limitat ion, fire and extended coverage, collapse of the improvements to agreed limits, all in form and substance acceptable to Beneficiary and (i) as to property then subject to Restoration (as defined in Section 1.07 (b)) or any restoration accomplished in connection with a Condemnation, in an amount not less than the full replacement cost of such property, and (ii) as to any additiona l improvements then being constructed, in an amount not less than the completed value on a non reporting form, of the additional improvements then being constructed; provided, however, that such insurance shall be required only during any period of Restoration or any restoration accomplished in connection with a Condemnation, or any period of construction of any additional improvements; (4)general liability insurance insuring against claims for personal injury (including, without limitation, bodily injury or death), property damage liability and such other loss or damage from such causes of loss as are embraced by insura nce policies of the type now known as "Commercial General Liability" insurance, all in such amounts as Beneficiary may require from time to time. Such insurance coverage shall be i ssued and maintained on an "occurrence" basis; and (5)such other insurance and in such amounts, as may, from time to time, be required by Beneficiary against other insurable hazards or risks, including, but not limited to, environmental impairment liability coverage, nuclear reaction or radioactive contamination coverage and/or earthquake coverage, which hazards or risks at the tim e are commonly insured against, and provided such insurance is generally available, for property similarly situated, due regard being given to the type of building, its construction, use and occupancy. (b)Except as herein expressly provided otherwise, all policies of insurance required under this Section 1.0shall be issued by companies, and be in form, amount, and content and have an expiration date, approved Deed of Trust and Security AgreementPage 8 of 27 by Beneficiary and as to the policies of insurance required under subparagraphs (1), (2) and (3) of Section 1.05 (a), shall contain a Standard Non-Contributory Mortgagee Clause or Lender's Loss Payable Endorsement, or equivalents thereof, in form, scope and substance satisfactory to Beneficiary, in favor of Beneficiary, and as to policies of insurance required under subparagraphs (1), (2) and (3) of Section 1.05 (a), shall provide that the proceeds thereof ("Insurance Proceeds") shall be payable to Beneficiary. Grantor hereby authorizes and empowers Beneficiary to settle, adjust or compromise any claims for loss, damage or destruction to the Property in excess of $250,000, regardless of whether there are Insurance Proceeds available or whether any such proceeds are sufficient in amount to fully compensate for such loss or damage, but Benefic iary shall not be obligated to so settle, adjust or compromise. Beneficiary shall be furnishe d with the original or certified copy of each policy required hereunder, which policy shall provide tha t it shall not be modified or cancelled without twenty (20) days' prior written notice to Beneficiary. At least twenty (20) days prior to expiration of any policy required hereunder, Grantor shall furnish Beneficiary appropriate proof of issuance of a policy continuing in force the insurance covered by the policy so expiring. Grantor shall furnish Beneficiary receipts for the payment of premiums on such insurance policies or other evidence of such payment reasonably satisfactory to Beneficiary in the event that such premiums have not been paid to Beneficiary pursuant to Section 1.06 hereof. In the event that Grantor does not deposit with Beneficiary a new policy of insurance with evidence of payment of premiums thereon at least twenty (20) days prior to the expiration of any policy, then Beneficiary may, but shall not be obligated to, procure such insurance and pay the premiums therefor and any money paid by Beneficiary for such premiums shall be reimbursed to Beneficiary in accordance with Section 3.10 hereof. (c)In the event of the foreclosure of this Deed of Trust or other transfer of the title to the Property in extinguishment, in whole or in part , of the Secured Indebtedness, all right, title and interest of Grantor in and to any insurance pol icy, or Premiums (as hereinafter defined) or payments in satisfaction of claims or any other rights thereunder then in force, shall pass to the purchaser or grantee. Nothing contained herein shall prevent accrual of interest as provided in the Note on any portion of the Secured Indebtedness t o which the Insurance Proceeds are to be applied until such time as the Insurance Proceeds a re actually received by Beneficiary and applied by Beneficiary to reduce the Secured Indebtedness. 1.06 ESCROW DEPOSITS . Without limiting the effect of Sections 1.03, 1.04 and 1.05 hereof, Grantor shall pay to Beneficiary monthly at the time when the monthly insta llment of interest, principal or principal and interest is payable, an amount equal to 1/12t h of what Beneficiary estimates is necessary to pay, on an annualized basis, all (1) Impositions and (2) such premiums for the insurance policies required under Section 1.05 (a) hereof ("Premiums") to enable Beneficiary to pay same at least thirty (30) days before the Impositions would become delinquent and the Premiums are due, and, on demand, from time to time shall pay to Beneficiary additional sums necessary to pay the Premiums and Impositions. No amounts so pai d shall be deemed to be trust funds, but may be commingled with the general funds of Benefic iary, and no interest shall be payable thereon. In the event that Grantor does not pay such sums for Premiums and Impositions, then Beneficiary may, but shall not be obligated to, pay suc h Premiums and Impositions and any money so paid by Beneficiary shall be reimbursed to Beneficiary in accordance with Section 3.10 hereof. If an Event of Default occurs, Bene ficiary Deed of Trust and Security AgreementPage 9 of 27 shall have the right, at its election, to apply any amounts so held under this Se ction 1.06 against all or any part of the Secured Indebtedness, or in payment of the Premiums or Impositions for which the amounts were deposited. Grantor will furnish to Beneficiary bills for Impositions and Premiums thirty (30) days before Impositions become delinquent and such Premiums become due. The foregoing obligations of Grantor are subject to the condition that Grantor shall not be required to pay such items unless and until (i) an Event of Default occurs or (ii) Beneficiary requests such payments, which request may be made in Beneficiary's sole and absolute discretion. 1.07 RESTORATION. (a) After the happening of any casualty to the Property, whether or not required to be insured against under the insurance policies to be provided by Grantor hereunder, Grantor shall give prompt written notice thereof to Beneficiary generally describing t he nature and cause of such casualty and the extent of the damage to or destruction of the Property. (b)Grantor hereby assigns to Beneficiary all Insurance Proceeds which Grantor may be entitled to receive. In the event of any damage to or destruction of, t he Property, and provided (1) an Event of Default does not currently exist, and (2) Beneficiary has dete rmined that (i) its security has not been impaired, and (ii) the repair, restoration and rebuilding of any portion of the Property that has been partially damaged or destroyed can be accompl ished in full compliance with all Requirements (as defined in Exhibit "A") to the same condition, character and general utility as nearly as possible to that existing prior to such damage or destruction and at least equal value as that existing prior to such damage or destruction (the "Rest oration"), then Grantor shall commence and diligently pursue to completion the Restoration, provided, howeve r, if such portion of the Property partially damaged or destroyed has been fully depreciate d and has no book value according to generally accepted accounting principles in effect at the time of such damage or destruction, Grantor shall have no obligation to complete any Restoration t hereof. For Insurance Proceeds in excess of $250,000, Beneficiary may, but shall not be obligated to, hold and disburse the Insurance Proceeds less the cost, if any, to Beneficiary of recovering such proceeds including, without limitation, attorneys' fees and expenses, adjusters' fees, and fees incurred in Beneficiary's performance of its obligations hereunder (the "Net Insurance Proceeds") in the manner hereinafter provided, to the Restoration. In the event that the above conditions for Restoration have not been met, Beneficiary may, at its option, apply the Net Insurance Proceeds to the reduction of the Secured Indebtedness in such order as Beneficia ry may determine and Beneficiary may declare the entire Secured Indebtedness im mediately due and payable. (c)In the event the Net Insurance Proceeds are to be used for the Restoration, and the cost for such Restoration exceeds $250,`000, Grantor shall comply with Beneficiary's Requirements For Restoration as set forth in Exhibit "D" attached hereto and made a part hereof. Upon Beneficiary's receipt of a final certificate of occupancy or other evidence of a pproval of appropriate governmental authorities for the use and occupancy of the Improvements and other evidence requested by Beneficiary that the Restoration has been completed and t he costs thereof have been paid in full, and satisfactory evidence that no mechanic's or similar l iens for labor or Deed of Trust and Security AgreementPage 10 of 27 material supplied in connection with the Restoration are outstanding against the Property and provided that an Event of Default does not currently exist, Beneficiary shall pay any re maining Restoration Funds (as defined in Exhibit "D") then held by Beneficiary to Grantor; provided, however, nothing contained herein shall prevent Beneficiary from applying at any time t he whole or any part of the Restoration Funds to the curing of any Event of Default. (d)In the event that Beneficiary applies all or any portion of the Restoration Funds to repay the unpaid Secured Indebtedness as provided in this Section 1.07, after payment in full of the Secured Indebtedness, any remaining Restoration Funds shall be paid to Grantor. 1.08 CONDEMNATION. Should the Property or any part thereof be taken by reason of any condemnation or similar eminent domain proceeding, or a grant or conveyance in l ieu thereof ("Condemnation"), Beneficiary shall be entitled to all compensation, awards and other payments or relief therefor, and shall be entitled at its option to commence, appear in and prosecute in its own name any action or proceeding or to make any compromise or settl ement in connection with such Condemnation. Grantor hereby irrevocably constitutes and appoints Beneficiary as its attorney-in-fact, and such appointment is coupled with an inte rest, to commence, appear in and prosecute any action or proceeding or to make any compromise or settlement in connection with any such Condemnation. All such compensation, awards, dama ges, rights of action and proceeds (collectively, the "Condemnation Proceeds") are hereby assigned to Beneficiary, who shall, after deducting therefrom all its reasonable expenses, including a ttorneys' fees ("Condemnation Expenses"), apply the remaining Condemnation Proceeds to repair any damage to, and to restore the Improvements remaining on the portion of, the Property not taken in the manner provided in Section 1.07 with respect to disposition of Net Insurance Proceeds; provided, however, that at the time of application of the remaining Condemnation Proce eds: (1) there shall not exist an Event of Default; (2) Grantor shall have paid to Beneficiary all sums in excess of available Condemnation Proceeds, necessary to repair any damage to and re store the Improvements remaining on the portion of the Property not taken; and (3) Beneficiary shall have determined that its security is not impaired. After restoration of the remaini ng Improvements, or in the event the conditions precedent for such restoration are not met, Beneficiary sha ll have the right, after deducting therefrom the Condemnation Expenses, to apply the balance of the Condemnation Proceeds to the Secured Indebtedness, in such manner and such order as Beneficiary in its sole discretion shall determine, without adjustment in the dollar amount of the installments due under the Note. Nothing contained herein shall prevent the accrual of interest as provided in the Note on any portion of the Secured Indebtedness to which the Condemnation Proceeds are to be applied until such Condemnation Proceeds are actually received by Beneficiary and so applied to reduce the Secured Indebtedness. 1.09CARE AND. USE OF THE PROPERTY. (a)Grantor, at its sole cost and expense, shall keep the Property in good order, condition, and repair, and make all necessary repairs thereto, interior and exterior, structural and non-structural, ordinary and extraordinary, and foreseen and unforeseen. Grantor shall abstain from, and not permit, the commission of waste in or about the Property and shall not remove or demolish, or alter in any substantial manner, the structure or character of any Improveme nts Deed of Trust and Security AgreementPage 11 of 27 without the prior written consent of Beneficiary. (b)Grantor shall at all times comply with all present or future Requirements affecting or relating or pertaining in any way to the Property and/or the use, operation a nd/or the maintenance thereof, and shall furnish Beneficiary, on request, proof of such compliance. Grantor shall not use or permit the use of the Property, or any part thereof, for any illegal purpose. (c) Beneficiary and Beneficiary's representatives and designees shall have the right, but not the duty, to enter the Property at reasonable times to inspect the same. Beneficiary shall not be liable to Grantor or any person in possession of the Property with respect to any matter arising out of such entry to the Property. (d)Grantor shall, from time to time, if and when reasonably required by Beneficiary (1) perform a site investigation of the Property to determine the exist ence and levels of Hazardous Substances (as defined in Exhibit "A") on the Property, (2) issue a report certifying the results of such inspection to Beneficiary, and (3) take such remedial action a s may be required by Beneficiary based upon such report. (e) Grantor shall use, or cause to be used, the Property continuously as and for first class property of its type and kind at the time of the execution of this Dee d of Trust. Grantor shall not use, or permit the use of, the Property for any other use without the prior written consent of Beneficiary. (f) Grantor shall not initiate or acquiesce in a change in the zoning classification of and/or restrictive covenants affecting the Property or seek any varianc e under existing zoning ordinances applicable to the Property or use or permit the use of the Propert y in such a manner which would result in such use becoming a non-conforming use under applicable zoning ordinances or other applicable laws, ordinances, rules or regulations or subject the Property to restrictive covenants without Beneficiary's prior written consent. 1.10 LEASES AND OTHER AGREEMENTS AFFECTING THE PROPERTY. (a) In order to further secure payment of the Secured Indebtedness and the observance, performance and discharge of Grantor's obligations under the Loan Documents, Grantor hereby assigns to Beneficiary all of Grantor's right, title, interest and estate in, to and under all of the leases now or hereafter affecting the Property or any part thereof and in and to all of the Rents and Profits (as defined in Exhibit "A"). Grantor shall have a mere license to collect the Rents and Profits (except as otherwise provided in this Deed of Trust), which license shall terminate automatically without notice upon the occurrence of an Event of Default, and upon the occurrence of such an Event of Default, Beneficiary shall be entit led to the Rents and Profits without the necessity of Beneficiary taking any action whatsoever, and the Rents and Profits shall thereupon be deemed to be cash collateral for all purposes, inc luding without limitation for purposes of Section 363 of Title 11 of the United States Code, as the same may be amended from time to time. Beneficiary shall be liable to account only for the Rents and Profits actually received by Beneficiary pursuant to any provision of any Loan Document. Deed of Trust and Security AgreementPage 12 of 27 (b)Grantor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it or the Property under any lease or any other agreement or instrument of any nature whatsoever which involves or affects the Property or any part thereof. Grantor represents that it has heretofore furnished Beneficiary true and complete copies of all executed leases existing on the date of this Deed of Trust. Upon request of Beneficiary, Grantor agrees to furnish Beneficiary with executed copies of all leases hereafter entered into with respect to all or any part of the Property. Grantor shall not, without the express written consent of Beneficiary, enter into any new lease or modify, extend or renew, either orally or in writing, any lease now existing or hereafter created upon the Property, or any part thereof. Grantor shall not, without the express written consent of Beneficiary, terminate or surrender any lease now existing or hereafter created upon the Property, or any part thereof, unless Grantor has entered into a new lease covering all of the leased premises to be terminated or surrendered, which new lease shall either have been approved by Beneficiary as provided herein. Grantor shall not permit an assignment or sublease of any lease now existing or hereafter created upon the Property, or any part thereof, without the express written consent of Beneficiary. (c)Each lease of any portion of the Property shall be absolutely subordinate to the lien of this Deed of Trust, but shall also contain a provision, satisfactory to Beneficiary, that in the event of the exercise of the power of sale hereunder or a sale pursuant to a judgment of foreclosure, such lease, at the sole and exclusive option of the purchaser at such sale, shall not be terminated and the tenant thereunder shall attorn to such purchaser and, if requested to do so, shall enter into a new lease for the balance of the term of such lease then remaining, upon the same terms and conditions. If Beneficiary so requests, Grantor shall cause the tenant under each or any of such leases to enter into subordination and attornment agreements with Beneficiary which are satisfactory in form, scope and substance to Beneficiary. (d)Grantor shall not accept payment of advance rents or security deposits equal, in the aggregate, to more than six months' rent. (e) Grantor covenants and agrees that all contracts and agreements relating to the Property to pay leasing commissions, management fees or other compensation shall (1) provide that the obligation to pay such commissions, fees and other compensation will not be enforceable against any party other than the party who entered into such agreement; (2) be subordinate and inferior to the lien of this Deed of Trust; and (3) not be enforceable against Beneficiary. Grantor shall promptly furnish Beneficiary with evidence of Grantor's compliance with this paragraph upon the execution of each such contract or agreement. 1.11BOOKS, RECORDS AND ACCOUNTS. Grantor shall keep and maintain or shall cause to be kept and maintained on a fiscal year basis, in accordance wit h generally accepted accounting principles, consistently applied, proper and accurate books, records a nd accounts reflecting all of the financial affairs of Grantor with respect to all items of income and expense in connection with the operation of the Property, whether such income or expense be realized by Grantor or by any other person whatsoever (excepting lessees unrelated to a nd unaffiliated with Grantor who have leased from Grantor portions of the Property for the purpose of occupying same). Beneficiary or its representatives or designees shall have the right from time to time at all times during normal business hours to examine, with respect to the Property, such books, records and accounts at the office of Grantor or other person maintaining such books, Deed of Trust and Security AgreementPage 13 of 27 records and accounts and to make copies or extracts thereof as Beneficiary shall desi re. Beneficiary shall also have the right to discuss Grantor's affairs, finances and accounts with representatives of Grantor, at such reasonable times as may be requested by Beneficiary. 1.12 SUBROGATION. As additional security hereunder, Beneficiary shall be subrogated to the lien, although released record, of any and all encumbrances paid out of the proceeds of the loan evidenced by the Note and secured by this Deed of Trust and Benefic iary, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment. 1.13 COLLATERAL SECURITY INSTRUMENTS. Grantor covenants and agrees that if Beneficiary at any time holds additional security for any obligations secure d hereby, it may enforce the terms thereof or otherwise realize upon the same, at its option, eit her before or concurrently herewith or after a sale is made hereunder, and may apply the proceeds t o the Secured Indebtedness in such order as Beneficiary may determine, without affecting the st atus of or waiving any right to exhaust all or any other security, including the security hereunder, and without waiving any breach or default or any right or power whether exercised hereunder or under any of the other Loan Documents, or contained herein or therein, or in any such other security. 1.14SUITS AND OTHER ACTS TO PROTECT THE PROPERTY. (a) Grantor covenants and agrees to appear in and defend any action or proceeding purporting to affect the Property, any other security afforded by any of the Loan Documents and/or the interest of Beneficiary thereunder. Grantor shall immediately noti fy Beneficiary of the commencement, or receipt of notice, of any such action or procee ding or other matter or claim purporting to, or which could, affect the Property, any other security afforded by any of the Loan Documents and/or the interest of Beneficiary thereunder. (b)Beneficiary shall have the right, at the cost and expense of Grantor, to institute and maintain such suits and proceedings and take such other action, as it may deem expedient to preserve or protect the Property, any other security afforded by any of the Loan Documents and/or Beneficiary's interest therein. Any money paid by Beneficiary under thi s Section 1.14(b) shall be reimbursed to Beneficiary in accordance with Section 3.10 hereof. 1.15 BENEFICIARY'S RIGHT TO PERFORM GRANTOR'S OBLIGATIONS. Grantor agrees that, if Grantor fails to perform any act or to pay any money which Grantor is required to perform or pay under the Loan Documents, Beneficiary, at the cost and expense of Grantor and in Grantor's name or in its own name, may (but shall not be obligated to) perform or cause to be performed such act or take such action or pay any money. Any money paid by Beneficiary under this Section 1.15 shall be reimbursed to Beneficiary in accordance with Section 3.10 hereof. 1.16LIENS AND ENCUMBRANCES. Grantor shall not, without the prior written Deed of Trust and Security AgreementPage 14 of 27 consent of Beneficiary, create, place or suffer to be created or placed, or through any a ct or failure to act, allow to remain, any deed of trust, mortgage, security interest, or other lien, encumbrance or charge, or conditional sale or other title retention document, against or covering the Property, or any part thereof, other than the Permitted Exceptions and the lien for ad valorem taxes on the Property not yet delinquent, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of T rust, and should any of the foregoing become attached hereafter in any manner to any part of the Property, Grantor shall cause the same to be promptly discharged and released. Grantor shall own all parts of the Property and, except as expressly approved in writing by Beneficiary, shall not acquire any fixtures, equipment or other property forming a part of the Property pursuant to a lease, license , title retention document or similar agreement. ARTICLE II DEFAULTS AND REMEDIES 2.01 EVENTS OF DEFAULT. Any of the following shall be deemed to be a material breach of Grantor's covenants herein and shall constitute a default hereunder ("Event of Default"): (a)The failure of Grantor to pay any installment of principal, interest or principal and interest, any required escrow deposit or any other sum required to be paid under any Loan Document, whether to Beneficiary or otherwise, when the same shall become due and payable; (b)The failure of Grantor to perform or observe any other term, provision, covenant, condition or agreement under any Loan Document; (c)The filing by Grantor of a voluntary petition or application for relief in bankruptcy or Grantor's adjudication as a bankrupt or insolvent, or the filing by Grantor of any petition, application for relief or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law, code or regulation relating to bankruptcy, insol vency or other relief for debtors, or Grantor's seeking or consenting to or acquiescing in the appointment of any t rustee, custodian, conservator, receiver or liquidator of Grantor or of all or any substantial part of the Property or of any or all of the Rents and Profits thereof, or the making of any general assignme nt for the benefit of creditors, or the admission in writing of its inability to pay its debts generally as they become due; (d)If any warranty, representation, certification, financial statement or other information made or furnished at any time pursuant to the terms of the Loan Documents or otherwise, by Grantor, or by any person or entity otherwise liable under any Loan Document shall be materially false or m isleading or Deed of Trust and Security AgreementPage 15 of 27 furnished with knowledge of the false nature thereof; or (e)If Grantor shall suffer or permit the Property, or any part thereof, to be used in such manner as might tend to (1) impair Grantor's title to the Property, or any part thereof; or (2) create rights of adverse use or possession; or (3) constitute an implied dedication of the Property, or any part thereof. 2.02REMEDIES UPON DEFAULT. Upon (1) ten (10) days after the happening of an Event of Default described in Section 2.01(a) or (2) thirty (30) days after the date Mortgagee sends notice of an Event of Default described in Section 2.01(b) or (3) the happening of any other Event of Default, the Secured Indebtedness shall, at the option of Beneficiary, bec ome immediately due and payable, without further notice or demand, and Beneficiary ma y forthwith undertake any one or more of the following: (a)Foreclosure. Institute an action of foreclosure in accordance with the law of the State, or take such other action as the law may allow, at law or i n equity, for the enforcement of the Loan Documents and realization on the Property or any other security afforded by the Loan Documents and, in the case of a judicial proceeding, proceed to final judgment and execution thereon for the amount of the Secured Indebtedness (as of the date of such judgment) together with all costs of suit, attorneys' fees and interest on such judgm ent at the maximum rate permitted by law from and after the date of such judgment until a ctual payment is made to Beneficiary in the full amount due Beneficiary; provided, however, if Be neficiary is the purchaser at the foreclosure sale of the Property, the foreclosure sale price (Beneficiary's final bid) shall be applied against the total amount due Beneficiary; and/or (b) Power of Sale. Subject to compliance with all applicable laws of the State then in effect, authorize and empower Trustee to fix the day, time, and plac e of sale, to sell the Property and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales as an entity or in parcels; said sale t o be by public outcry to the highest bidder for cash, said sale to be advertised for three (3) consecutive weeks immediately preceding the sale in a newspaper published in the county where the Prope rty is situated, or if none is so published, then in some newspaper having general circulation therein, and by posting a notice for the same time at the courthouse of the same county, such not ice to disclose the names of the original. debtors in this Deed of Trust. Beneficiary m ay bid at said sale and purchase said Property, or any part thereof, as the highest bidder therefor. At the forecl osure sale the Property may be offered for sale and sold as a whole without first offering it in any other manner or may be offered for sale and sold in any other manner Trustee may elect. Trustee may postpone from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such postponed sale or sales; and, except as otherwise further notice or publication, may make such sale at the place and time to which the same shall be so postponed; and/or (c) Entry. Enter into possession of the Property, lease the same, collect all Rents and Profits therefrom, and Beneficiary is constituted and appointed as attorney-in-fa ct of Grantor to manage and operate the Property and to collect such sums, and, after deducti ng all costs of collection and administration expenses, apply the remaining Rents and Profi ts in such Deed of Trust and Security AgreementPage 16 of 27 order and amounts as Beneficiary, in Beneficiary's sole discretion, may elect to the payment of Impositions, operating costs, Premiums and other charges (including, but not limited to, costs of leasing the Property and fees and costs of counsel and receivers) and to the maintenance , repair, and restoration of the Property, or on account and in reduction of the Secured Indebtedness; and/or (d) Receivership. Have a receiver appointed to enter into possession of the Property, collect the Rents and Profits therefrom and apply the same as the appropriate court may direct. Beneficiary shall be entitled to the appointment of a recei ver without the necessity of proving either the inadequacy of the security or the insolvency of Grantor or any other person who may be legally or equitably liable to pay any portion of the Secured Indebtedness and Grantor and each such person shall be deemed to have waived such proof and to have consented to the appointment of such receiver. Should Beneficiary or any receiver collect the Rents and Profits, the moneys so collected shall not be substituted for payment of the Secured Inde btedness nor used to cure the Event of Default; and/or (e) Authority- to Convey. At any such public sale as described in Section 2.02(b), Trustee may execute and deliver to the Purchaser a conveyance of the Property or any part of the Property which conveyance will transfer all right, title and interest owne d by Grantor and, to this end Grantor hereby constitutes and appoints Trustee the agent and attorne y-in-fact of Grantor to make such sale and conveyance, and thereby to divest Grantor of all right, title or equity that Grantor may have in and to the Property and to vest the same in the Purchaser or Purchasers at such sale or sales, and all the acts and doings of said agent and a ttorney-in-fact are hereby ratified and confirmed and any recitals in said conveyance or conveyance s as to facts essential to a valid sale shall be binding upon Grantor. The aforesaid power of sale a nd agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, are granted as cumulative of the other remedies provided by law or collection of the Secured Inde btedness and shall not be exhausted by one exercise thereof but may be exercised until Benefic iary has received full payment of the Secured Indebtedness and all the sums herein covenante d to be paid; and/or (f) Suit on Note. Institute an action to enforce the Note, in whole or in part, with or without accelerating the Maturity Date. 2.03 APPLICATION OF PROCEEDS OF SALE. In the event of a sale of the Property pursuant to Section 2.02 (a) or Section 2.02(b)hereof, the proceeds of said sale, to the extent permitted by law, shall be applied to the following, in such order as Beneficiary shall., in its sole discretion, determine: the expenses of such sale and of all proceedings in connection therewith, including attorneys' fees and expenses; Impositions, Premiums, liens, and other charges and expenses; the outstanding principal balance of the Secured Indebtedness; any accrued interest; and any other unpaid portion of the Secured Indebtedness.2.04 WAIVER. Should the Property be sold under the provisions of Sections 2.02 (a) or 2.02 (b) hereof, Grantor hereby waives the provisions of Section 89-1-55 of the Mississippi Code of 1972, as amended, if any, as far as such section restricts the right of Trustee or Deed of Trust and Security AgreementPage 17 of 27 Beneficiary to offer at sale more than 160 acres at a time, and Trustee or Beneficiary may offer the property herein conveyed as a whole, regardless of how it is described. ARTICLE III GENERAL COVENANTS 3.01. SECURITY AGREEMENT. (a) THIS DEED OF TRUST CREATES A LIEN ON THE PROPERTY, AND TO THE EXTENT THE PROPERTY IS PERSONAL PROPERTY UNDER APPLICABLE LAW, THIS DEED OF TRUST CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE WHERE THE PERSONAL PROPERTY IS SITUATED (THE "U.C.C.") AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, BENEFICIARY MAY, AT ITS OPTION, PURSUE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY.PORTION OF THE PROPERTY, AND/OR BENEFICIARY MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE PROPERTY IN ACCORDANCE WITH BENEFICIARY'S RIGHTS AND REMEDIES WITH RESPECT TO THE LIEN CREATED BY THIS DEED OF TRUST. (b) The grant of a security interest to Beneficiary in the granting clause of this Deed of Trust shall not be construed to derogate from or impair the lien or provisions of or the rights of Beneficiary under this Deed of Trust with respect to any property described therein which is real property or which the parties have agreed to treat as real property. The hereby stated intention of Grantor and Beneficiary is that the Property is, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as real property, irrespective of whether or not the same is physically attached to the Land and/or Improvements. (c) If required by Beneficiary, at any time during the term of this Deed of Trust, Grantor will execute and deliver to Beneficiary, in form satisfactory to Beneficiary, additional security agreements, financing statements and/or other instruments covering all Personal Property or fixtures of Grantor which may at any time be furnished, placed on, or annexed or made appurtenant to the Real Property or used, useful or held for use, in the operation of the Improvements. (d) Grantor hereby irrevocably constitutes and appoints Beneficiary as its attorney-in- fact and such appointment is coupled with an interest, to execute, deliver and file with the appropriate filing officer or office such security agreements, financing statements and/or other instruments as Beneficiary may request or require in order to impose and perfect the lien and security interest created hereby more specifically on the Personal Property or any fixtures. (e) If Grantor enters into a separate security agreement with Beneficiary relating to any of the Personal Property or fixtures, in the event of any conflict between this Section 3.01 and such security agreement, the terms of such security agreement shall govern the rights and remedies of Beneficiary after an Event of Default thereunder. Deed of Trust and Security AgreementPage 18 of 27 (f)It is understood and agreed that, in order to protect Beneficiary from the effect of U.C.C. Section 9-313, as amended from time to time, in the event that Grantor intends to purchase any goods which may become fixtures attached to the Property, or any part thereof, and such goods will be subject to a purchase money security interest held by a seller or any other party: (g)Grantor shall, before executing any security agreement or other document evidencing or perfecting such security interest, obtain the prior written approval of Beneficiary, and all requests for such written approval shall be in writing and contain the following information: (i)a description of the replaced, added to, substituted; fixtures to be installed or (ii) the address at which the replaced, added to, substituted; and (iii) the name and address of the proposed holder and proposed amount of the security interest. Grantor's execution of any such security agreement or other document evidencing or perfecting such security interest without Beneficiary's prior written approval shall consti tute an Event of Default. No consent by Beneficiary pursuant to this subparagraph shall be deemed to constitute an agreement to subordinate any right of Beneficiary in fixtures or other prope rty covered by this Deed of Trust. (2)If at any time Grantor fails to make any payment on an obligation secured by a purchase money security interest in the Personal Property or any fixtures, Beneficiary, at its option, may at any time pay the amount secured by such se curity interest. Any money paid by Beneficiary under this Subparagraph, including any expenses, costs, charges and attorney's fees incurred by Beneficiary shall be reimbursed to Beneficiary in acc ordance with Section 3.10 hereof. Beneficiary shall be subrogated to the rights of the holder of any such purchase money security interest in the Personal Property. (3)Beneficiary shall have the right to acquire by assignment from the holder of such security interest any and all contract rights, accounts receivable, negoti able or non-negotiable instruments, or other evidence of Grantor's indebtedness for such Personal Property or fixtures, and, upon acquiring such interest by assignment, shall have the right to enforce the security interest as assignee thereof, in accordance with the terms a nd provisions of the U.C.C. and in accordance with any other provisions of law. (4)Whether or not Beneficiary has paid the indebtedness secured by, or taken an assignment of, such security interest, Grantor covenants to pay all sums a nd perform all obligations secured thereby, and if Grantor at any time shall be in defaul t under such security agreement, it shall constitute an Event of Default. (5) The provisions of subparagraphs (2) and (3) of this paragraph (f) shall not apply if the goods which may become fixtures are of at least equivalent value and Deed of Trust and Security AgreementPage 19 of 27 quality as any property being replaced and if the rights of the party holding such security i nterest have been expressly subordinated, at no cost to Beneficiary, to the lien and security i nterest of this Deed of Trust in a manner satisfactory to Beneficiary, including without limitat ion, at the option of Beneficiary, providing to Beneficiary a satisfactory opinion of counsel to the effec t that this Deed of Trust consti