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Exhibit 10.10
PMM LOAN NO. 258256-71
DEED OF TRUST AND SECURITY AGREEMENT
STATE OF MISSISSIPPI
COUNTY OF BOLIVAR
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WHERE XXXX X. XXXXXXX AND XXXXXXXXX X. XXXXXXX
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is/are indebted to the FEDERAL LAND BANK OF XXXXXXX, a corporation and federal
instrumentality, hereinafter to as Beneficiary, in the principal sum of
SIX HUNDRED TWENTY SIX THOUSAND AND 00/100--------------DOLLARS ($ 626,000.00)
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together with interest thereon, as evidenced by a promissory note of even
date herewith, payable to the order of the Federal Land Bank of Xxxxxxx
which bears interest and is payable according to the terms of said note and
which has final maturity date on the 1st day of January, 2015 and
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NOW, THEREFORE, in consideration of the premises and in order to secure the
prompt and full payment of said indebtedness, and any future
advance(s), additional advance(s), and/or readvance(s) and/or any renewal(s),
extension(s), restructuring(s), reamortization(s), and/or any other loan
treatment(s) thereof, or any part thereof, and the interest thereon and any and
all other indebtedness(es) (including future advance(s) now or thereafter owed
by any of the undersigned to the Beneficiary), whether such indebtedness(es) is
/are primary or secondary, direct or indirect, contingent or absolute, matured
or unmatured, joint or several, and otherwise secured or not, and to secure the
faithful and to secure the faithful performance of and compliance with all the
terms, agreements, provisions, obligations, covenants, conditions, warranties,
representations, and
stipulation herein made, Xxxx X. Xxxxxxx and wife, Xxxxxxxxx X. Xxxxxxx of 707
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Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000
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hereabove and hereinafter called Grantor, in consideration of the premises and
other good and valuable paid to Grantor by Xxxxx X Xxxxxxx as Trustee,
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hereinafter called Trustee, does hereby convey and warrant unto said Trustee the
following described real estate situated in Bolivar County/Counties,
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Mississippi, to-wit;
ALL THAT PART OF THE WEST HALF, AND THE WEST HALF OF THE EAST HALF OF
SECTION 9, TOWNSHIP 20 NORTH, RANGE 7 WEST, LYING SOUTH OF THE XXXX-XXXXXX,
Road BEING HIGHWAY 448, IN THE FIRST JUDICIAL DISTRICT OF BOLIVAR COUNTY,
MISSISSIPPI, CONTAINING 454 ACRES, MORE OR LESS.
together with all buildings and other improvements, hereditaments and
appurtenances thereunto belonging, or in any wise appertaining, now existing or
hereafter erected upon the premises and all the income and rents arising
therefrom, Grantor does hereby intend to convey and does convey all of
Grantor's right, title, and interest in and to any strips and gores Grantor may
now own contiguous to the above described property.
AND FOR THE CONSIDERATION AFORESAID, and as further security for any and
all of the debt(s) and obligation(s) described above, said Grantor does hereby
assign, pledge and transfer to the Beneficiary, and grant to the Beneficiary a
security interest in and to, the following described property and interest,
to-wit: (1) All timber of all kind, character and description planted and/or
growing, or to be planted and/or grown, on the hereinabove described property:
(2) all crop allotments, quotas, or benefits of every kind, character and
description presently allotted or assigned to, and/or hereafter allotted or
assigned to, Grantor on the property hereinabove described: (3) all rents,
profits, issues, income, royalties, bonuses, and revenues of said property, or
any part or interest therein, from time to time accruing, whether under leases
or tenancies now existing or hereafter created: (4) each and every policy of
hazard insurance, or the like, now or hereafter in effect which insures said
property or any building, fixture and/or improvement thereon, or any part
thereof, together with all the right, title and interest of Grantor in and to
such policy, including but not limited to any premiums paid (or rights to return
premiums) and/or all proceeds or payments thereunder: (5) all judgments, awards
of damages and settlements hereafter made resulting from condemnation
proceedings or the taking of the real property, or any part thereof, under the
power of eminent domain, or for any damage (whether caused by such taking or
otherwise) to the property, or any part thereof, or to any rights appurtenant
thereto: (6) all building materials, equipment, fixtures and fittings of all
kind, character, and description used in connection with or relating to said
property and/or buildings, fixtures or improvements thereon: and/or (7) all
tangible or intangible property specifically described as follows, to-wit:
None.
and products, proceeds, additions and/or replacements of any or all of the
above described property.
FOR THE CONSIDERATION AFORESAID and the purpose of further securing
the payment of the above referenced debt(s) and obligation(s). Grantor further
warrants, covenants, represents, and agrees, as follows:
1. Grantor agrees and warrants that this instrument is a valid first
lien against all the property and improvements offered and appraised as
security for any and all debts and/or obligations secured hereby: that Grantor
is the owner of and lawfully seized in fee and possessed of the hereinabove
described property affected hereby and has a good and lawful right to convey
same: that said property is now free and clear from any and all other liens and
encumbrances, and that Grantor will warrant and forever defend the title to
said property hereto against all claims or demands of any parties. If the
validity of this instrument, or if Grantor's title to any of said property or
improvements is questioned in any manner, or if any part of such property or
improvements is not property described herein, or if any terms contained in
this instrument, the above referenced note(s) and/or any other instrument(s)
relating hereto shall be determined to be incomplete or incorrect. Grantor
agrees to fully cooperate with Beneficiary and to execute any corrective
instrument(s) as required by Beneficiary:
2. Grantor shall separately assess said property for taxation and shall
completely satisfy when due all taxes, liens, judgements, or assessments
recorded, imposed, or assessed against said property and, if required by
Beneficiary, to promptly furnish Beneficiary with evidence or such complete
satisfaction:
3. Grantor shall insure and keep insured the property hereinabove
described, including but not limited to, the buildings, fixtures, and
improvements now on, or which may hereafter be placed upon, any of said
property against loss or damage by fire (including extended coverage), theft,
wind and such other hazards, casualties and contingencies (including flood and
water damage) in such manner. In such amounts and with such companies as may be
satisfactory to Beneficiary, which insurance shall be maintained for the
benefit of Beneficiary with a standard mortgage clause, with loss, if any,
payable to the Beneficiary as its interest may appear, which insurance to be in
an amount at least equal to the full insurable value of the property
hereinabove described and all buildings, fixtures and improvements thereon:
Grantor shall give immediate notice in writing to Beneficiary of any loss or
damage to said property from any cause whatsoever and the proceeds of such
insurance shall be paid by the insurer to Beneficiary, which is hereby granted
full power to settle and compromise claims under all policies, to endorse in
the name of Grantor any check or draft representing the proceeds of any such
insurance, and to demand, receive and give receipt in the name of Grantor for
all sums coming due thereunder: which insurance proceeds may, at the election
of the Beneficiary, and subject to the general regulations of the Farm Credit
Administration, be credited on the debt(s) and/or obligation(s) secured by this
instrument on the date of actual receipt by Beneficiary, less costs of
collection and other expenses, or may be used in whole or in part to repair or
reconstruct said property. Any or all proceeds used for the repair or
reconstruction of said property shall not act to reduce the debt(s) and/or
obligation(s) secured hereby:
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Grantor shall at the option of the Beneficiary and subject to the general
regulations of the Farm Credit Administration, obtain and carry credit life
insurance (mortgage protection insurance) on the life of Grantor, in favor of
Beneficiary, when so required by Beneficiary, any policy evidencing such
insurance shall be deposited with, and or any loss thereunder shall be payable
to Beneficiary as its interests may appear; if Grantor fails to obtain said
insurance as may be required, then at the option of the Beneficiary and without
notice to any person, the Beneficiary may, but shall no be obligated to obtain
and carry insurance for its own benefit:
5. Grantor shall properly care for and keep in good repair said property
and improvements hereinabove described and shall not permit or commit waste,
impairment, removal, damage or deterioration of the same, and if a farm, Grantor
shall cultivate said property in an appropriate and reasonable manner and
maintain and continue said farming operations. Grantor shall comply with all
laws, ordinances, regulations, covenants, conditions and restrictions affecting
the property, and permit Beneficiary and or any person acting on its behalf to
enter and inspect the property hereinabove described, and the buildings,
improvements and timber thereon or affected hereby, at such time(s) as
Beneficiary desires, Grantor agrees, as to the property herein described and the
timber thereon and attached hereby, to follow a good and approved forestry
practice that will minimize fire risks, avoid depreciation, protect young timber
and maintain forest production it being intended and agreed, however, that no
timber now or hereafter affected hereby will be cut, removed, damaged or
turpentined (except such as is customarily used on the property for fuel,
fencing and repairs) without the prior written consent of Beneficiary, and then
only upon compliance with such terms and conditions as shall be established by
Beneficiary.
6. Grantor agrees that this instrument is given and accepted upon the
express provision that, except where prohibited by law or where same is
accomplished by inheritance by Grantor's heirs the property hereinabove
described, or any part thereof, or any interest therein, shall not be further
mortgaged, sold, agreed to be sold, conveyed, alienated, rented, leased, or
optioned whether voluntarily, involuntarily or by operation of law or by
transfer through the enforcement of a subordinate lien or mortgage, or
otherwise, without the prior written consent of the Beneficiary, in each and
every instance, subsequent acceptance of any payment hereunder by Beneficiary
shall not be deemed a waiver of this provision, regardless of Beneficiary's
knowledge of such deed of trust or mortgage, sale, agreement to sell,
conveyance, alienation, rent, lease, or option at the time of acceptance of such
payment, if all or any part of the property hereinabove described becomes vested
in any party other than Grantor. Beneficiary may, without notice to Grantor deal
with such successor in interest with reference to this instrument and the
debt(s) and obligation(s) hereby secured in the same manner as with the Grantor,
without in any way releasing, vitiating or discharging the Grantor's liability
hereunder or for the debt(s) and obligation(s) hereby secured, and, extension(s)
of time for payment or other loan treatment(s) described herein given or
permitted by Beneficiary shall not operate to release, vitiate, or discharge the
liability of the Grantor herein, either in whole or in part.
7. Grantor agrees and warrants that any and all representations and
statements made in connection with any loan(s), debt(s) or other obligation(s)
secured hereby and with any and all future advance(s), additional advance(s),
readvance(s), renewal(s), extension(s), restructuring(s), reamortization(s) and
or any other loan treatment(s) thereof, or any part thereof, and with any
releases of personal liability and or of security granted or permitted by the
Beneficiary are true and correct, and that any loan proceeds or other advance(s)
made to or on behalf of Grantor will be used solely for the purposes specified
in the loan application and or commitment, and that Grantor will continuously
comply with any and all requirements and or conditions imposed by said
Beneficiary, including but not limited to the execution and delivery of any
security instrument(s), mortgage(s), note(s), financing statement(s) or other
writing(s) or document(s) required by Beneficiary now or in the future to
create, preserve, protect and/or enforce Beneficiary's rights or interests:
8. Grantor agrees and warrants (1) that the loan secured hereby, if a
farm, has been based not only upon the value of the raw property, improvements,
and other collateral stated herein, but also on the value of said property as
used for raising various crops as permitted under government acreage allotments
or quotas and for the value of set aside, P.I.K. or similar programs now
existing or which are established from time to time during the term of this
loan, (2) to perform any and all acts necessary to maintain, pursuant to
applicable government rules and regulations as are from time to time
established, all such allotments, quotas, and other benefits as are associated
herewith or established for use in conjunction with the property herein
described, (3) that any failure to so perform or any transfer or attempt to
transfer such allotments, quotas, payments, or other benefits, or any positions
thereof shall not be made without the written consent of the Beneficiary, and
(4) in the event of the foreclosure or other enforcement of hits instruments,
the Grantor agrees to perform all acts necessary if any, to vest the
Beneficiary, its successor(s), or any purchaser(s) or any of the property
hereinabove described, as the case may be, with all of the Grantor's rights,
title and interest in the allotments, quotas, and or benefits required to be
maintained hereunder:
9. Grantor agrees that, notwithstanding any taking by eminent domain or
other injury to or decrease in value of the premises by any private, public or
quasi-public authority or corporation, any reduction in the principal sum
resulting from the application by the Beneficiary of any award or payment,
shall be deemed to take effect only on the date of actual receipt by
Beneficiary: said award or payment may, at the option of the Beneficiary, be
retained and applied by the Beneficiary, wholly or in part toward payment of
any debt(s) and or obligation(s) secured by this instrument, or to be paid over
wholly or in part to the Grantor, who assumes full and sole responsibility to
apply said funds for the purpose of altering, repairing and/or reconstructing
any part of the premises which may have been altered, removed, damaged or
destroyed as a result of any such taking or other injury to the premises, or
for any other purposes or object approved in writing by the Beneficiary: that,
if prior to the receipt by the Beneficiary of such award or payment the
premises have been sold by foreclosure of this instrument, the Beneficiary
shall have the right to receive said award or payment to the extent of any
deficiency found to be due upon such sale and/or any debt(s) and/or
obligation(s) secured by this instrument, with interest thereon, at the rate
herein described:
10. Grantor agrees that Beneficiary may, at its option, proceed to
collect and receive the rents, royalties, bonuses, revenues, income and profits
from the herein described property and all rights and interest therein, and
Beneficiary may notify the lessee(s) or other payor(s) thereof of the existence
of this instrument and any other assignment, mortgage, or other instrument
and/or to make payments directly to Beneficiary; any and all sums received by
the Beneficiary from lessee(s) or other payor(s) shall be applied first to the
payment of the debt(s) and/or other obligation(s) secured hereby and/or to the
reimbursement of the Beneficiary for any sum(s) advanced in payment of taxes,
insurance, assessments or for other loss, costs and/or expenses as provided
herein, together with interest thereon, or sold Beneficiary may, at its option,
turn over and deliver to Grantor or any other party entitled thereto, either in
whole or in part, any or all such sum(s), without prejudice to Beneficiary's
right to take and retain any future sum(s) and without prejudice to, or waiver
of, any of Beneficiary's other rights under this instrument:
11. Grantor agrees that this instrument and the debt(s) and/or
obligation(s) secured hereby or in any way connected herewith are subject to
the Farm Credit Act of 1971 and all Acts amendatory or supplementary thereto,
and the laws of the State of Mississippi not inconsistent therewith:
12. Grantor warrants that Grantor's hereinafter referenced address is
true and correct and that Grantor shall keep Beneficiary informed at all times
of their correct residence address and correct mailing address, and any changes
thereto:
13. Grantor agrees that Beneficiary may at any time, without notice,
(1) release all or any part of the property described herein, (2) grant future
advance(s), additional advance(s), readvance(s), renewal(s), extension(s),
restructuring(s), reamortization(s), any other loan treatment(s) and/or
determant(s) of the debt(s) or obligation(s) secured hereby, or any part
thereof, or of time of payment thereof, (3) release from liability any one or
more party(ies) who are or may become liable for the payment of all or any part
of said debt(s) or obligation(s), and/or (4) grant any other loan treatment as
said Beneficiary deems appropriate, without affecting the priority of this
instrument and without operating to release, discharge, modify, change or
affect the liability of the Grantor or any other party liable or who may
become liable for the said debt(s) or obligation(s):
14. Grantor agrees that all the terms, provisions, covenants and
agreements contained herein shall extend to and bind their respective heirs,
executors, administrators, personal representatives, receivers, successors and
assigns and that the terms, provisions, covenants and agreements and all
options, rights, privileges and powers herein given, granted or secured to
Beneficiary shall inure to the benefit of its successors and assigns:
15. Grantor agrees that the following are authorized to select and
substitute another trustee in the place and stead of the above named Trustee,
or any successor trustee, at any time any of them may so desire, namely: (1)
the Beneficiary herein acting by and through its president, any vice-president,
treasurer, secretary, any other officer or attorney-in-fact of said
Beneficiary: (2) any person holding the office of president, vice-president,
treasurer, secretary, other office, or attorney-in-fact of said beneficiary: or
(3) any future holder(s) of the indebtedness secured hereby, it shall not be
necessary to obtain either the consent or resignation of the original trustee
or of any successor trustee before appointing another trustee in his/her place
and stead, any and such appointee who may be an agent, employee or officer of
Beneficiary shall have full and sole power as trustee herein:
16. Grantor shall pay and discharge, when the same become due, any and
all debt(s), indebtedness(es), future advance(s), additional advance(s) and/or
readvance(s), and/or any renewal(s), extension(s), restructuring(s),
reamortization(s), and/or any other loan treatment(s) thereof, or any part
thereof and all other debt(s) and obligation(s) secured hereby and/or by any
instrument(s) relating hereto, or any part thereof, and the interest thereon:
17. Grantor agrees that in the event Beneficiary in good xxxxx xxxxx
itself insecure and/or deems that the prospect of payment or performance
hereunder is impaired, Grantor shall, at the option of Beneficiary, pay the
whole of the debt(s) and obligation(s) secured hereby, with interest thereon,
or provide Beneficiary with sufficient and satisfactory collateral and/or
additional collateral, as required by Beneficiary:
18. Grantor agrees that Beneficiary, at Beneficiary's option and without
any obligation to do so, (1) may employ attorneys, experts, arbitrators,
investigators, contractors, repairmen, appraisers and surveyors, (2) may incur
costs, expenses and fees and/or (3) may appear in any suit, administrative,
arbitrative or regulatory hearing and litigate any matters, whether as a party
plaintiff, defendant, intervenor, or otherwise, including but not limited to
eminent domain proceedings, bankruptcy proceedings,partition suits or any other
legal proceedings affecting property described herein, this instrument and/or
any instruments relating thereto, or the interest, rights or obligations of the
Grantor and or Beneficiary associated therewith, in order to maintain, enforce
and ensure compliance with any and all provisions of this instrument and/or any
instruments relating hereto and or in order to preserve, protect and maintain
the herein described property and/or the rights or interests of the Beneficiary
therewith and/or in order to collect, or attempt to collect, the debt(s) and/or
obligation(s) associated herewith or relating hereto:
19. Grantor agrees to immediately pay and satisfy, when incurred by
either Grantor or Beneficiary, any and all costs, expenses and loss expended in
order to maintain, enforce and ensure compliance with any and all provisions of
this instrument and/or any instruments relating hereto, including but not
limited to costs,expenses and loss for taxes. Insurance, attorneys, experts,
arbitrators, investigators, contractors, repairmen, witnesses, appraisers,
surveyors, recordings fees, repairmen assessments liens, judgments or
encumbrances:
20. Grantor agrees that if Grantor fails to pay any costs, expenses or
fees, whether incurred by Grantor or Beneficiary, pursuant to the terms and
provisions of this instrument and or any instrument(s) relating hereto.
Beneficiary may, at his option and without any obligation to do so, make, pay or
advance such fee, cost and/or expenses and upon such payment or advances by
Beneficiary, the amounts thereof, together with interest thereon at the past due
rate as herein provided, shall be immediately due and payable by Grantor and
secured hereby:
21. Grantor agrees that in the event that any payment(s) of principal,
interest, cost, expenses, fees and/or other charges, under the terms of this
instrument and/or any instrument(s) relating hereto, are not paid when due, such
past due payment(s) shall bear interest from the due date until paid at the rate
in effect during this period of said non-payment, as set forth in the promissory
note(s) secured hereby, plus an additional four per cent (4%) per annum;
22. Grantor agrees that any delay forbearance of failure of Beneficiary
in exercising any right, remedy or option hereunder or otherwise afforded by
applicable law shall not be a waiver of, or preclude the enforcement of, any
right, remedy or option hereunder as to past, present or future nonperformance
of noncompliance hereunder. The payment of any costs(s), expense(s), fee(s) and
or charge(s) hereunder by Beneficiary, or in the acceptance of any payment(s),
shall not be a waiver of Beneficiary's right of foreclosure as set forth herein:
23. Grantor agrees that Grantor waives and relinquishes any and all
rights of homestead exemptions and/or personal exemptions to which Grantor is or
may be entitled, under the Constitution and laws of the State of Mississippi and
or the United States of American:
24. Grantor agrees that each and every term, condition, and provision
contained in this instrument and any other instrument(s) relating hereto, is
declared to be separate, distinct, and severable; and accordingly if any such
term condition, or provision contained in this instrument is declared null,
void or unenforceable by court of competent jurisdiction, for any reason(s),
all other terms, conditions, and provisions shall not be affected thereby and
shall remain in full force and effect between the parties hereto, their
successor(s), heir(s), legal representative(s) and assign(s). Further, as
applicable, each plural noun, pronoun, and verb may read as singular and each
singular noun, pronoun, and verb may be read as plural, and gender may be read
as masculine, feminine, or neuter.
UPON CONDITION, HOWEVER, that if Grantor shall well and truly pay and
discharge all the debt(s) and obligation(s) hereby secured and any future
advance(s), additional advance(s), readvance(s), renewal(s), extension(s)
restructuring(s), reorganization(s) and or any other loan payment(s) thereof, or
any part thereof, and the interest thereon, and any and all other
indebtedness(es) now or hereafter owed by Grantor to Beneficiary as the same
shall become due and payable and if Grantor shall perform and fulfill all of the
terms, agreements, obligations, covenants conditions and stipulations of this
instrument or any instrument(s) relating hereto,then this conveyance shall be
null and void; BUT IF: (1) default be made in the payment of any debt(s) or
other obligation(s), hereby secure or any future advance(s), additional
advance(s), readvance(s), renewals(s) extension(s), restructuring(s),
reamortizations(s) and or any other loan treatment(s) thereof, or any part
thereof, and the interest thereon; (2) default be made in the payment of any
other debt(s) or other obligation(s) now of hereafter owed by any of the
Grantors to Beneficiary; (3) default is made in the payment by Grantor to the
Beneficiary of any costs, expenses, fees or charges paid by Beneficiary under
the authority of any term or provision of this instrument: (4) any warranty,
representation or statement made in this instrument is breached or proves false
in any material respect: (5) default is made in the due performance of any term,
agreement, provision, obligation, covenant, condition, warranty, representation
or stipulation of Grantor under this instrument; (6) any interest of the
Beneficiary in this property described hereinabove becomes endangered by reason
of the enforcement of any prior or subsequent dead of trust of mortgage lien or
encumbrance thereon; (7) any part or all of the property described hereinabove
is attached, repossessed, levied, or foreclosed upon by any person,
partnership, corporation, association, entity, government, or political
subdivision claiming a right thereto prior or subsequent to Beneficiary; (8)
any claim or statement of lien is filed or enforced against the property
described hereinabove; (9) a petition to condemn any part of the property
hereinabove described be filed by any authority, person or entity having power
of eminent domain; (10) any law, statute or ordinance is passed imposing or
authorizing the imposition of a specific tax upon this instrument or the
debt(s) or obligation(s) hereby secured or the deduction of such tax from the
principal or interest secured by this instrument or by virtue of which any such
tax or assessment shall be charged against the holder or owner of this
instrument; (11) any of the terms or provisions contained in this instrument is
declared invalid or inoperative by any court of competent jurisdiction; (12)
Grantor fails to do and perform any other act obligation or things herein
required or agreed to be done; (13) Grantor or any of them (a) shall apply for
or consent to the appointment of a receiver, trustee or liquidator thereof or
of the property hereinabove described or of all or a substantial part of such
Grantor's assets, (b) be adjudicated a bankrupt or insolvent or file a
voluntary petition in bankruptcy, (c) fail, or admit in writing such Grantor's
inability generally, to pay such Grantor's debts when they may come due, (d)
make a general assignment for the benefit of creditors, (e) file a petition, or
an answer acknowledging reorganization of an arrangement with creditors of any
advantages or any insolvency law, or (i) filing any answer admitting the
material allegations of or consent to any default in answering a petition filed
against such Grantor in any bankruptcy, reorganization or insolvency
proceedings; (14) an order for relief or other judgment decree as shall be
entered by any court of competent jurisdiction and approving a petition,
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seeking liquidation of the Grantor, or any of them if more than one, appointing
a receiver, trustee or liquidator of any of the property hereinabove described
or a substantial part of the assets of any Grantor; (15) Grantor is a
corporation and any owner(s) of 60% of the aggregate voting stock of said
corporation sells or otherwise transfers 50% or more of the voting shares of
such corporation to any other person or entity, or if any Grantor is a
partnership and/or limited partnership and any partner and/or general partner,
excluding limited partners, dies, resigns, and/or withdraws from said
partnership; THEN upon the happening of any one or more of said events the
Beneficiary may, at its option, declare the whole of the debt(s) and
obligation(s) hereby secured as set forth hereinabove or any portion or part
hereof, with interest thereon, at once immediately due and payable, and the
Trustee, at the request of the Beneficiary, shall: (1) proceed to enforce
payment of same and to exercise all of the rights and remedies of a secured
party under the Uniform Commercial Code of Mississippi, (Section 75-1-101, et
seq Mississippi Code of 1972, as amended) or other applicable law and all
rights provided herein, in this instrument or any instrument(s) relating
hereto, all of which rights and remedies shall, to the extent permitted by law,
be cumulative including, without limiting the generality of the foregoing, the
right to take possession of the property or any part thereof, to perform all of
the operations which Grantor has agreed to perform hereunder and to take such
other measures as Beneficiary may deem necessary for the care, growing,
harvesting, protection, preservation, and marketing of the property; (2)
require Grantor; to assemble the property and make it available to Beneficiary
at a place to be designated by Beneficiary which is reasonably convenient to
Beneficiary and Grantor; and (3) sell said property or a sufficiency thereof at
the option of the Trustee at public outcry to the highest bidder for cash
(either as a whole or in parcels, at his/her election; the provisions of
Section 89-1-55, Mississippi Code of 1972, as amended, and Section 111,
Mississippi Constitution of 1890, with respect to offering and selling real
estate in parcels rather than as a whole, being hereby expressly waived)
sufficient to satisfy any obligation(s) secured hereby, after giving due notice
of the time, place, and terms of sale by publication in some newspaper
published in the county/counties in which said land is situated, or if no
newspaper is then being published in said county/counties, in a newspaper
having general circulation therein, for three (3) consecutive weeks preceding
the date of sale, and by posting one notice at the courthouse(s) of said
county/counties for said time. The Trustee may appoint or delegate any one or
more persons as agent to perform any act or acts necessary or incident to any
sale held by the Trustee including the posting of notices and the conduct of
the sale but in the name and on behalf of the Trustee, his substitute or
successor. The Beneficiary shall have the right to purchase the property at
foreclosure sale as would a purchaser who is not a party to this instrument.
Any sale made by the Trustee hereunder may be adjourned by announcement at the
time and place appointed for such sale without further notice except as may be
required by law:
In case the property herein described is situated in more than one
county, or in more than one judicial district of a county or counties, a
foreclosure sale of all of said property may be made in any one of the
counties or judicial districts in which any part thereof is situated, after
giving notice of the time, place, and terms of sale in the manner above
described in each county and judicial district in which any part of said land
lies; and
In the event of foreclosure, the proceeds shall be applied: first,
toward payment of the expenses of executing this trust, including a reasonable
trustee's fee and a reasonable attorney's fee (both of which fees shall accrue
immediately upon instructions being mailed or otherwise directed to the Trustee
to foreclose); second toward liquidation of the indebtedness secured hereby;
and, third, any balance shall be paid to the Grantor or persons entitled
thereto.
WITNESS the signature of the Grantor, this the 24th day of
January, 1985.
/s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxxxx X. Xxxxxxx
------------------------------
------------------------------
==============================================================================
GRANTOR AND ADDRESS: Xxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxxxx
--------------------------------------------------------
000 Xxxx Xxxxxxx
--------------------------------------------------------
Xxxxxxxxx, Xxxxxxxxxxx 00000
--------------------------------------------------------
--------------------------------------------------------
BENEFICIARY AND ADDRESS: FEDERAL LAND BANK OF JACKSON, 0000 Xxxx Xxxxxx Xxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000
TRUSTEE AND ADDRESS: Xxxxx X. Xxxxxxx, 0000 Xxxx Xxxxxx Xxxx Xxxx,
Xxxxxxxxx, XX 00000
-------------------------------------------------------
STATE OF MISSISSIPPI (Individual Acknowledgment)
COUNTY OF BOLIVAR
-----------------
PERSONALLY appeared before me, the undersigned authority in and for said
County and State, Xxxx X. Xxxxxxx
---------------
who acknowledged that he signed and delivered the foregoing instrument on the
--
day and year therein mentioned.
Given under my hand and official seal this the 24th day of January,
---- -------
1985.
--
(Seal) /s/ Xxxxxx Xxxxxx
-----------------
Notary Public
My commission expires: 3/21/88
-------
STATE OF MISSISSIPPI (Individual Acknowledgement)
COUNTY OF BOLIVAR
-----------------
PERSONALLY appeared before me, the undersigned authority in and for said
County and State, Xxxxxxxxx X. Xxxxxxx
--------------------
who acknowledged that she signed and delivered the foregoing instrument on the
---
day and year therein mentioned.
Given under my hand and official seal this the 24th day of January,
---- -------
1985.
--
(Seal) /s/ Xxxxxx Xxxxxx
-----------------
Notary Public
My commission expires: 3/21/88
-------
4
REQUEST TO ASSUME A FARM CREDIT BANK LOAN
TO: The FLBA of North Mississippi - Cleveland
--------------------------- ----------------------------------
and/or Farm Credit Bank of Texas.
SELLER'S STATEMENT:
1. I hereby give permission to reveal loan information to purchaser or
his representative for loan number 758256
--------------
2. The FLBA Stock outstanding in connection with the loan to be assumed
N/A be acquired by purchaser.
-----------------------
(will/will not)
3. I agree to furnish the Farm Credit Bank of Texas a copy of the
proposed deed whereby the purchaser assumes the loan.
LOUISIANA ONLY - I agree to furnish the Farm Credit Bank of Texas a
copy of the Recorded Act of Sale with Assumption wherein the
purchaser assumes the loan.
4. $ N/A currently in future payment fund/funds held will be
-----------------
(Amount)
disposed as of indicated:
[ ] a. Credited to the principal of the loan.
[ ] b. Remain in present account for purchaser's benefit.
[ ] c. Refunded to borrower. (Not applicable on Texas homestead
loans.)
Note: Interest accrual will be automatically applied to the billed
interest on the loan at the next billing date:
Date: Signed:/s/ X.X. Xxxxxxxx, Xx.
------------------------------ ------------------------
Xxxxxx X. Xxxxxxxx, Xx.
Signed:/s/ Xxxxxxxx X. Xxxxxxxx
------------------------
Xxxxxxxx X. Xxxxxxxx
================================================================================
PURCHASER'S STATEMENT:
1. Name Circle Creek VIII Soc. Sec. No.
----------------------------- --------------------
2. Spouse's Name N/A Soc. Sec. No.
----------------------------- --------------------
3. Mailing Address
--------------------------------------------------------
City State Zip
-------------------------------- ------------- --------
4. Phone No. Date of Birth
---------------- ----------------- ------------
(Home) (Work)
Principal Occupation
--------------------------------------------------
5. I carry $ life insurance. Judgments and
----------------------------
suits are pending against me as follows:
-------------------------
6. Total acres now owned Number of acres rented from others
-------- -----
7. Gross income from agriculture for last crop year: 19 $
----- ---------
8. Net income from total agriculture operations: 19 $
----- ---------
Alimony, child support, or separate maintenance income need not be
revealed if you do not wish to have it considered as a basis for
repayment of this obligation.
9. Non-farm income (source) How long $
----------------- ------ --------
How long $
----------------- ------ --------
How long $
----------------- ------ --------
10. Purchase terms: Cash $ Assumption $
------------------ --------
Other Liens $
---------------
Terms of other liens: Payable $ per for years.
------------- ---------- ----
(Amount) (month/Year) (No.)
11. Credit References:
A.
---------------------------------------------------------------------
B.
---------------------------------------------------------------------
C.
---------------------------------------------------------------------
12. I (We), the undersigned, hereby request permission to assume loan
number______________ and agree to furnish the required financial
information. I (We) certify that all of the statements contained
herein are true and correct. I (We) agree to pay any and all fees
required in connected with this assumption, and to become personally
liable on the Laon, if approved.
Date: Signed: CIRCLE CREEK VIII
----------------------- -------------------------------
Purchaser
signed: By: /s/ X.X. Xxxxxxxx, Xx.
-------------------------------
Purchaser
5
Loan No. 758256
---------------------
Name Xxxxxx X. Xxxxxxxx, Xx.
-------------------------
FLBA North MS - Cleveland
------------------------
BUYERS ASSUMPTION OF INDEBTEDNESS - MORTGAGE LOANS
To be executed in connection with the assumption of loans held by the Farm
Credit Bank of Texas.
THE STATE OF MISSISSIPPI
-----------
KNOW ALL MEN BY THESE PRESENTS.
COUNTY OF BOLIVAR
-------
I, (We) CIRCLE CREEK VIII of
-------------------------------- ------------------------------------
(Address)
, having on the day of , 19
--------------- ------------ ------ ------------- ---
(City) (State)
purchased or acquired from XXXXXX X. XXXXXXXX, XX., ET UX of 0000 Xxxxxxx Xxxx
------------------------------ -----------------
Hermitage, TN acres of land which is (all) (a part of) the land described in
---------- ----
(State)
deed(s) of trust/mortgage executed by the original borrower(s) named below to
the trustee named therein, to secure the payment of the following described
note(s).
Original
Loan No. Original Borrower Amount of Note Original Payee
758256 Xxxx X. Xxxxxxx $626,000.00 Federal Land Bank of
---------- -------------------- -------------- -----------------------
Xxxxxxxxx X. Xxxxxxx Amount of Note Xxxxxxx
---------- -------------------- -------------- -----------------------
Assumed by CCA VIII LP. $282,888.08 GSH
---------- -------------------- -------------- -----------------------
fully described in said deed(s) of trust or mortgage(s) to which the record(s)
thereof and to any and all papers in said loan(s) reference is here made for
all pertinent purposes, or because I (we) otherwise desire to assume said
indebtedness for value received, and in consideration of the owner of the
note(s) securing same permitting me (us) to assume said mortgage and
indebtedness and receive the benefits of the Farm Credit Act, without in any
way releasing the personal obligation and liability of the original borrower(s)
and/or others who have assumed said mortgage(s), I (we) have assumed and by
these presents do assume and agree to pay the unpaid balance of said
indebtedness according to terms and conditions of said note(s) and the deed(s)
of trust or mortgage(s) securing same, or any rearrangement thereof heretofore
made.
I (We) have furnished to the Bank an executed IRS Form W-9 in connection with
this loan.
EXECUTED this the day of 19
------ -------------------- ---
CIRCLE CREEK VII
Social Security By: /s/ X.X. Xxxxxxxx, Xx.
----------------------- -----------------------------
(Buyer Sign Here)
Social Security
----------------------- -----------------------------
(Buyer Sign Here)
NOTE TO FLBA: If the purchaser has assumed the indebtedness and acquired the
stock or participation certificates of the seller and is a qualified borrower
under the association's bylaws and Farm Credit Act of 1971 and Amendments
thereto, he/she is eligible to membership in the association. If he/she has
not assumed the indebtedness and has not acquired the stock of the seller or is
not a qualified borrower under the Farm Credit Act of 1971 and Amendments
thereto, he/she is not eligible to membership in the Federal Land Bank
Association. He/she can assume the indebtedness without being a member of the
association.
The purchaser acquired the Federal Land Bank Association stock or
-------------
has - has not
participation certificates.
Date entered on the certificate
------------------
The above transfer of ownership has been recorded on the records of this
association.
---------------------------------------
Federal Land Bank Association
Date By
--------------------------- -------------------------------------
Loan Officer
6
Loan No. 758256
---------------------
Name Xxxxxx X. Xxxxxxxx, Xx.
-------------------------
FLBA North MS - Cleveland
------------------------
BUYERS ASSUMPTION OF INDEBTEDNESS - MORTGAGE LOANS
To be executed in connection with the assumption of loans held by the Farm
Credit Bank of Texas.
THE STATE OF MISSISSIPPI
-----------
KNOW ALL MEN BY THESE PRESENTS.
COUNTY OF BOLIVAR
-------
I, (We) CIRCLE CREEK VIII of
-------------------------------- ------------------------------------
(Address)
, having on the day of , 19
--------------- ------------ ------ ------------- ---
(City) (State)
purchased or acquired from Xxxxxx X. Xxxxxxxx, Xx., Et ux of 0000 Xxxxxxx Xxxx
------------------------------ -----------------
Hermitage, TN acres of land which is (all) (a part of) the land described in
---------- ----
(State)
deed(s) of trust/mortgage executed by the original borrower(s) named below to
the trustee named therein, to secure the payment of the following described
note(s).
Original
Loan No. Original Borrower Amount of Note Original Payee
758256 Xxxx X. Xxxxxxx $626,000.00 Federal Land Bank of
---------- -------------------- -------------- -----------------------
Xxxxxxxxx X. Xxxxxxx Amount of Note Xxxxxxx
---------- -------------------- -------------- -----------------------
Assumed by CCA VIII L.P. $261,651.07 GSH
---------- -------------------- -------------- -----------------------
fully described in said deed(s) of trust or mortgage(s) to which the record(s)
thereof and to any and all papers in said loan(s) reference is here made for
all pertinent purposes, or because I (we) otherwise desire to assume said
indebtedness for value received, and in consideration of the owner of the
note(s) securing same permitting me (us) to assume said mortgage and
indebtedness and receive the benefits of the Farm Credit Act, without in any
way releasing the personal obligation and liability of the original borrower(s)
and/or others who have assumed said mortgage(s), I (we) have assumed and by
these presents do assume and agree to pay the unpaid balance of said
indebtedness according to terms and conditions of said note(s) and the deed(s)
of trust or mortgage(s) securing same, or any rearrangement thereof heretofore
made.
I (We) have furnished to the Bank an executed IRS Form W-9 in connection with
this loan.
EXECUTED this the day of 19
------ ---------- --
CIRCLE CREEK VIII
Social Security By: /s/ X.X. Xxxxxxxx, Xx.
----------------------- -----------------------------
(Buyer Sign Here)
----------------------- -----------------------------
(Buyer Sign Here)
NOTE TO FLBA: If the purchaser has assumed the indebtedness and acquired the
stock or participation certificates of the seller and is a qualified borrower
under the association's bylaws and Farm Credit Act of 1971 and Amendments
thereto, he/she is eligible to membership in the association. If he/she has
not assumed the indebtedness and has not acquired the stock of the seller or is
not a qualified borrower under the Farm Credit Act of 1971 and Amendments
thereto, he/she is not eligible to membership in the Federal Land Bank
Association. He/she can assume the indebtedness without being a member of the
association.
The purchaser acquired the Federal Land Bank Association stock or
-------------
has - has not
participation certificates.
Date entered on the certificate
------------------
The above transfer of ownership has been recorded on the records of this
association.
---------------------------------------
Federal Land Bank Association
Date By
----------------------- -------------------------------------
Loan Xxxxxxx
0
Xxxx Xx. 000000
----------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
-------------------------------
FLBA/Branch North Miss. - Cleveland
-------------------------
MODIFICATION AND LOAN AGREEMENT
STATE OF MISSISSIPPI Section
------------------
Section KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY/PARISH OF BOLIVAR Section
----------
WHEREAS, the undersigned CIRCLE CREEK VII are obligated on one
promissory note originally payable or subsequently assigned to the order of the
Farm Credit Bank of Texas (formerly the Federal Land Bank of Texas, hereinafter
"Bank") in the original principal sum of $626,000.00 (CC VII assumes
$282,888.08) gsh secured by deed of trust or mortgage dated January 24, 1985,
as recorded in Volume H-96, Page 117 of the Deed of Trust or Mortgage Records
of Bolivar County, Parish, Mississippi, identified as Loan No. 758256 on the
records of the Bank; and
WHEREAS, the Bank continues to be the holder of said deed of trust or
mortgage and the note secured thereby, and the undersigned has requested of the
Bank the benefit of a certain loan servicing or administrative actions(s); and
WHEREAS, the Bank will perform such loan servicing or administrative
actions (s) for the undersigned only if the undersigned for themselves, their
heirs, successors and assigns, represent, convenant and agree that the
following covenant(s) will become a part of the not and the deed of trust or
mortgage lien heretofore described and that they will abide by said
covenant(s), to wit:
1. To furnish to the Bank, upon request, a financial statement and
income statement attested to by the undersigned or verified by a
public accountant.
NOW, THEREFORE, for and in consideration of the agreement of the Bank to
perform the loan servicing or administrative action(s) requested, the
undersigned accepts, concurs and agrees to the above addition to the covenants
of the not and the deed of trust or mortgage securing the debt hereinfore
described.
And it is hereby agreed that this instrument shall be read into, and
the same is hereby made a part of and incorporated into said note and deed of
trust or mortgage; that said deed of trust or mortgage; that said deed of trust
or mortgage and the note secured thereby, together with all and singular the
conditions, stipulations, covenants, agreements, and provisions of each
thereof, shall be and remain exactly the same as they are now, or have
otherwise been modified, SAVE AND EXCEPT, the addition of the above numerated
covenant(s) and that default of the same shall constitute a default under said
note and deed of trust or mortgage. By accepting this instrument said bank
agrees to the modification and addition of the above covenants to the said deed
of trust or mortgage and the note secured thereby.
EXECUTED this__________day of______________, 19________.
CIRCLE CREEK VII
------------------------------------ ---------------------------------------
By: X.X. Xxxxxxxx, G.P.
------------------------------------ ---------------------------------------
------------------------------------ ---------------------------------------
8
Loan No. 758256
----------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
-------------------------------
FLBA/Branch North Miss. - Cleveland
-------------------------
MODIFICATION AND LOAN AGREEMENT
STATE OF MISSISSIPPI Section
------------------
Section KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY/PARISH OF BOLIVAR Section
----------
WHEREAS, the undersigned CIRCLE CREEK VIII are obligated on one
promissory note originally payable or subsequently assigned to the order of the
Farm Credit Bank of Texas (formerly the Federal Land Bank of Texas, hereinafter
"Bank") in the original principal sum of $626,000.00 (CC VII assumes
$261,651.07) gsh secured by deed of trust or mortgage dated January 24, 1985,
as recorded in Volume H-96, Page 117 of the Deed of Trust or Mortgage Records
of Bolivar County, Parish, Mississippi, identified as Loan No. 758256 on the
records of the Bank; and
WHEREAS, the Bank continues to be the holder of said deed of trust or
mortgage and the note secured thereby, and the undersigned has requested of the
Bank the benefit of a certain loan servicing or administrative actions(s); and
WHEREAS, the Bank will perform such loan servicing or administrative
actions (s) for the undersigned only if the undersigned for themselves, their
heirs, successors and assigns, represent, convenant and agree that the
following covenant(s) will become a part of the not and the deed of trust or
mortgage lien heretofore described and that they will abide by said
covenant(s), to wit:
1. To furnish to the Bank, upon request, a financial statement and
income statement attested to by the undersigned or verified by a
public accountant.
NOW, THEREFORE, for and in consideration of the agreement of the Bank to
perform the loan servicing or administrative action(s) requested, the
undersigned accepts, concurs and agrees to the above addition to the covenants
of the not and the deed of trust or mortgage securing the debt hereinfore
described.
And it is hereby agreed that this instrument shall be read into, and
the same is hereby made a part of and incorporated into said note and deed of
trust or mortgage; that said deed of trust or mortgage; that said deed of trust
or mortgage and the note secured thereby, together with all and singular the
conditions, stipulations, covenants, agreements, and provisions of each
thereof, shall be and remain exactly the same as they are now, or have
otherwise been modified, SAVE AND EXCEPT, the addition of the above numerated
covenant(s) and that default of the same shall constitute a default under said
note and deed of trust or mortgage. By accepting this instrument said bank
agrees to the modification and addition of the above covenants to the said deed
of trust or mortgage and the note secured thereby.
EXECUTED this__________day of______________, 19________.
CIRCLE CREEK VIII
------------------------------------ ---------------------------------------
By: X.X. Xxxxxxxx, G.P.
------------------------------------ ---------------------------------------
------------------------------------ ---------------------------------------
9
Exhibit 10.10
MEMORANDUM
DATE: March 20, 1995
TO: FLBA of North Mississippi (Cleveland)
Attn.: Xxxxx Xxxxx, Vice President
FROM: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx, Vice President
AMLO Credit and Loan Processing/Servicing
RE: Assumption of Loan No. 758256 by Xxxxxx X. Xxxxxxxx, Xx.
I have reviewed the financial and income information for Mr. and Xxx. Xxxxxxxx,
Circle Creek VII and Circle Creek VIII. The bank has no objection to the above
referenced loan being assumed by the Hastings, Circle Creek VII and Circle Creek
VIII.
The following conditions must be met for this assumption:
1. Xxxxxx X. Xxxxxxxx, Xx. and wife, Xxxxxxxx to become personally liable on the
loan.
2. The January 1, 1995 installment for this loan to be paid prior to April 15,
1995.
3. Real estate taxes to be paid current.
4. Forms 1191, 2185, 2188, 2032, and W9 to be executed.
The bank agrees to the assumption and splitting of existing loan to Circle Creek
VII and Circle Creek VIII with the following conditions:
1. Xxxxxx X. Xxxxxxxx, Xx. to remain liable on the split loans. Xxxxxxxx
Xxxxxxxx to be released from personal liability upon assumption of split
loans by Circle Creek VII and Circle Creek VIII.
2. Title insurance to be obtained on each tract purchased by Circle Creek
VII and Circle Creek VIII.
3. Limited partnership agreements for Circle Creek VII and Circle Creek
VIII to be submitted to the bank for review prior to assumption by Circle
Creek VII and Circle Creek VIII.
10
Assumption of Loan No. 758256
March 20, 1995
Page 2
4. $87,000 to be placed in Funds Held - Code 32 until ponds are built and
completed on the 186 acre parcel. FLBA of North Mississippi to inspect pond
construction and, in their sole discretion, disburse once improvements are
completed.
5. Forms 1191, 2185, 2188, 2032 and W9 to be executed.
This approval supersedes previous approvals issued January 25, 1995 and
February 21, 1995. This approval is valid until April 25, 1995, with the
condition that the January 1, 1995 delinquent installment plus penalty interest
is paid current by April 15, 1995.
DLR/mr
cc: FLBA of North Mississippi
Xxxxx Xxxxxxxxx, Xx. Vice President
Xxx Xxxxxx
11
FEDERAL LAND BANK ASSOCIATION [FEDERAL LAND BANK ASSOCIATION LOGO]
of NORTH MISSISSIPPI
--------------------------------------------------------------------------------
210 E. Sunflower Rd., Ste 0
Xxxxxx Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
(000) 000-0000
FAX (000) 000-0000
December 11, 1995
Xx. Xxxxxx X. Hastiings, Jr.
0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
RE: Loan No. 758256
Dear Xx. Xxxxxxxx:
We are pleased to inform you that the assumptions of the above referenced loan
by Circle Creek VII and Circle Creek VIII have been completed. The unmatured
principal balance was split into two loans. Loan #758256 bearing the name Circle
Creek Aquaculture VIII has an unmatured principal balance of $261,651.07. Loan
#090029 bearing the name Circle Creek Aquaculture VII has an unmatured principal
balance of $282,888.08.
We are also forwarding the Release of Personal Liability on Xxxxxxxx X.
Xxxxxxxx. This release is provided for your records and does not have to be
recorded.
We appreciate your patience while we processed your request. I'm sure you'll
find everything has been processed as requested. Please give us a call in case
we can be of further assistance.
Sincerely,
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Vice President
