Modification of Promissory Note and Deed of Trust

Modification of Promissory Note, Deed of Trust and Security Agreement

THIS MODIFICATION OF PROMISSORY NOTE, DEED OF TRUST AND SECURITY AGREEMENT made and entered into on this the day of , by and between , corporate successor by merger effective , to . A copy of the Certificate of merger is attached hereto as Exhibit "B." The is an Corporation, having its principal place of business at , , (hereinafter referred to as "Mortgagee"). , is a Mississippi Limited Partnership (hereinafter referred to as ), composed in part of and , its General Partners. is a General Partnership, hereinafter referred to as .

W I T N E S S -E T H:

WHEREAS, in connection with Loan No. from Mortgagee to , did execute a Promissory Note dated , , in the principal amount of Dollars ($), which Note bears interest at the rate of Percent (%) per annum in favor of Mortgagee, with the full remaining balance of the principal sum with interest thereon maturing and being finally due and payable on , ; and

WHEREAS, said Promissory Note is secured by that certain Deed of Trust (which also constitutes a Security Agreement) by and between and Mortgagee dated , , and filed of record in Book at page , of the Deed of Trust Records of the Chancery Clerk of the Judicial District of County, Mississippi, which Deed of Trust covers the real property described in Exhibit "A" attached hereto and made a part hereof; and

WHEREAS, the current principal balance of said Promissory Note is Dollars ($); and

WHEREAS, said property described in Exhibit "A" was conveyed by to by Warranty Deed recorded in Book at page of the records of said Chancery Clerk's office; and

WHEREAS, is, and hereby warrants to be, the owner of the land described in Exhibit "A"; and

WHEREAS, and have requested that Mortgagee modify the terms of said Promissory Note and Deed of Trust to extend the maturity date of , to , ; and

WHEREAS, Mortgagee has agreed to modify said Promissory Note and Deed of Trust as provided in the Commitment Letter, a copy of which is attached hereto as Exhibit "C," and provided further that: (a) a security interest be granted by and in and to the property described in Exhibit "D" attached hereto and that appropriate UCC-1 Financing Statements are executed by and by and filed with the Chancery Clerk of the Judicial District of County, Mississippi and the Secretary of State of Mississippi; (b) a Subordination and Intercreditor Agreement is executed by , a corporation, and duly filed in said Clerk's office; and (c) a modification Agreement in form acceptable to Mortgagee be duly executed and filed in said Clerk's office.

NOW, THEREFORE, for the consideration described above and in further consideration of the mutual covenants and promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, , and Mortgagee hereby covenant and agree as follows:

I. The maturity date of said Promissory Note, Deed of Trust and Security Agreement is hereby extended from , ; to , ; at which time a payment of all unpaid principal and interest shall be due and payable.

II. and do hereby grant to Mortgagee a security interest in and to all property described in Exhibit "D" attached hereto. This security interest shall be in addition to the security interest granted by in and to the property described in the said Deed of Trust and Security Agreement recorded in Book at page as recorded in said Chancery Clerk's office. This Modification Agreement is intended as a security agreement under the Mississippi Uniform Commercial Code, and and agree to execute and deliver, from time to time, such further security instruments as may be requested by Mortgagee to confirm the lien of this agreement.

III. This Modification of Promissory Note, Deed of Trust and Security Agreement is in no manner to be considered or construed as a novation of the indebtedness evidenced by said Promissory Note, and all terms and conditions of said Promissory Note and said Deed of Trust and Security Agreement recorded in Book at page as aforesaid, except as specifically modified herein, shall remain in full force and effect.

IV. This agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

V. Said Promissory Note and Deed of Trust and Security Agreement, as modified hereby, shall be construed according to the laws of the State of Mississippi.

VI. Nothing herein contained shall be construed to impair the security or first lien of Mortgagee nor to affect or impair any rights or powers which Mortgagee may have under said Promissory Note and Deed of Trust and Security Agreement for non-fulfillment of any of the terms of said Promissory Note and said Deed of Trust and Security Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Modification of Promissory Note, Deed of Trust and Security Agreement the day and year first above written.