132-96 TX Foreverhome of Wilmington III

T'ermi'- Class .
TRANSFER
Permit Number
132-96
STATE OF NORTH CAROLINA
Department of Environment and Natural Resources
and
Coastal Resources Commission
Vermt"t
for
X Major Development in an Area of Environmental Concern
pursuant to NCGS 113A-118
X Excavation and/or filling pursuant to NCGS 113-229
Issued to Foreverhome of Wilmington III, LLC., 8311 Bandford Way Suite 001, Raleigh NC 27608
Authorizing development in New Hanover County at Middle Sound Oak Winds Manna at 2127
Middle Sound Rd. , as requested in the permittee's application dated 2/1!96 including attached
workplan drawings, 7 dated 3/20/96, 2 dated 5/29/96, and 2 dated 5/10/96.
This permit, issued on May 16.2013 , is subject to compliance with the application (where consistent
with the permit), all applicable regulations, special conditions and notes set forth below. Any violation of these terms may
be subject to fines, imprisonment or civil action; or may cause the permit to be null and void.
a) In order to protect juvenile shrimp and finftsh populations, no excavation or filling
shall be permitted between April 1 and September 30 of any year without the prior
approval of the Division of Coastal Management.
b) Prior to excavation, a turbidity curtain shall be installed atthe mouth of the basin, as
near the AIWW as practicable, and maintained during active excavation in order to
protect adjacent Outstanding Resource Waters.
(See Attached Sheets for Additional Conditions)
This permit action may be appealed by the permittee or
other qualified persons within twenty (20) days of the issuing
date. An appeal requires resolution prior to work initiation or
continuance as the case may be.
This permit shall be accessible on -site to Department
personnel when the project is inspected for compliance.
Any maintenance work or project modification not covered
hereunder requires further Division approval.
All work shall cease when the permit expires on
December 31, 2013
In issuing this permit, the State of North Carolina agrees
that your project is consistent with the North Carolina Coastal
Management Program.
Signed by the authority of the Secretary of DENR and the
Chairman of.the Coastal Resources Commission.
v ? Braxton C.UDavis, Director
Division of Coastal Management
This permi! and ftconditions are herebN accepted.
Signature of Perminee

Foreverhome of Wilmington III, LLC. Permit #132-96
Page 2 of 4
ADDITIONAL CONDITIONS
Maintenance Excavation
2) Excavation in the western end of the basin shall not exceed —5' normal low water, and grade to —6' at
the conflux of the access channel, and —7' to —8' through the channel to the mouth.
3) No marsh grass shall be excavated or filled.
4) The temporary placement or double handling of excavated or fill materials within waters or vegetated
wetlands is not authorized.
5) No excavated or fill material shall be placed at any time in any marsh or surrounding waters outside of
the alignment of the fill area indicated on the work plans.
6) All excavated materials shall be confined landward of the normal high water (NHW) elevation contour
and regularly or irregularly flooded vegetated wetlands within adequate dikes or other retaining
structures to prevent spillover of solids into any vegetated wetlands or surrounding waters.
7) The terminal end of the pipeline from the dredge into the diked retention area shall be positioned at or
greater than 50 feet from any part of the dike and a maximum distance from spillways to allow
settlement of suspended sediments.
8) A water control structure shall be installed at the,intake end of the effluent pipe leading from the
retention area in order to ensure maximum settlement of suspended solids.
9) Flow from the diked retention area shall be confined by pipe, trough, or similar device to a point at or
below the mean low water (MLW) elevation contour to prevent gully erosion and siltation.
10) The activity shall be conducted in such a manner as to prevent a significant increase in turbidity outside
of the area of construction or construction -related discharge. Increases such that the turbidity in the
waterbody is 25 NTU's or less in all saltwater classes are not considered significant.
11) a) The dedicated spoil area shall be enlarged or relocated so as to accommodate two or three times
the amount of material to be removed hydraulically from this basin. The satisfaction of this
condition shall be approved by the Division prior to the onset of dredging.
b) Spoil area effluent shall be discharge to an area temporarily closed to shellfish harvest by the
Shellfish Sanitation Branch of the Division of Environmental Health. Telephone [phone].
Q. , -a

'Fbreverhome of Wilmington III, LLC.' Permit #132-96
Page 3 of 4
ADDITIONAL CONDITIONS
Maintenance Clause
12) The Division of Coastal Management shall be notified in writing at least two (2) weeks in advance of
any maintenance dredging/work authorized by this permit and that notification shall include:
A. The number of the original permit.
B. A statement that no dimensional changes are proposed.
C. A copy. of the original permit plan(s) with cross -hatching indicating the area to be maintained.
and the area to be used for dredge spoil, and the estimated amount of material to be removed.
D. The date of plan revision and the permittee's signature shown anew on the original plan.
Bulkheading and Backfillin¢
13) The bulkhead shall not extend waterward more than 8 feet from the mean high water line at any point
along its alignment at the time of construction.
14) The bulkhead shall be constructed prior to any backftlling activities.
15) The bulkhead shall be structurally tight so as to prevent seepage of backfrll materials through the
structure.
16) The fill material shall be clean and free of any pollutants except in trace quantities. Metal products,
organic materials, or unsightly debris shall not be used.
17) All backfrll material shall be obtained from a high ground source and confined behind the permitted
bulkhead.
Dock Construction
18) The docks in the upper basins shall be pulled back 5' to 8' to enhance navigation in these narrow
channels.
Marina Operation
19) Prior to the occupancy of any newly constructed docks at Oak Winds manna, a pumpout facility shall
be installed and maintained for the life of the project to service boats with holding tanks.
20) The marina shall display a sign showing the location of the on -site pumpout facility, and other
appropriate waste disposal information, at the entrance and exit from the main pier.
21) No sewage, whether treated or untreated, shall be discharged at any time from any boats using the
marina. Any sewage discharge at the marina shall be considered a violation of this permit for which the
permittee is responsible. This prohibition shall be applied and enforced throughout the entire existence
of the permitted structures.

Foreverhome of Wilmington III, LLC.
Permit'#132-96
Page 4 of 4
ADDITIONAL CONDITIONS
22) The permittee's scheme of development, of which the authorized work is part, contemplates the
presence of structures and their attendant utilities on lands subject to an easement in favor of the United
States for the operation, maintenance, improvement, and enlargement of the Atlantic Intracoastal
Waterway (AIWW). Accordingly, the permittee shall be required to remove such structures and
improvements at his own expense in the event that, in the judgment of the U.S. Army Corps of
Engineers acting on behalf of the United States, the lands are needed at any time for any purpose within
the scope of the easement. Permanent buildings shall no be constructed with the easement.
23) No attempt shall be made by the pernittee to prevent the full and free use by the public of all navigable
waters at or adjacent to the authorized work. Use of the permitted activity shall not interfere with the
public's right to free navigation on all navigable waters of the United States.
24) The permittee shall maintain the authorized work in good condition and in conformance with the terms
and conditions of this permit. The permittee is not relieved of this requirement if he abandons the
permitted activity without having it transferred to a third party.
NOTE: The N.C. Division of Water Quality approved this project on August 27, 1996 under General
Water Quality Certification No. 3025.
NOTE: The U.S. Army Corps of Engineers has assigned the proposed project COE Action Id. No.
199603725.
NOTE: The New Hanover County Engineering Department shall approve a Sedimentation an Erosion
Control Plan for this project.
NOTE: The expiration date of this permit has been extended in accordance with Session Law 2009-406,
as amended by Session Law 2010-177.

P_errriit Class 3
TRANSFER
Permit Number
132-96
STATE OF NORTH CAROLINA
Department of Environment and Natural Resources
and
Coastal Resources Commission
.Vermit
for
X Major Development in an Area of Environmental Concern
pursuant to NCGS 113A-118
X Excavation and/or filling pursuant to NCGS 113-229
Issued to Foreverhome of Wilmington III, LLC., 8311 Sandford Way Suite 001 Raleigh, NC 27608
Authorizing development in New Hanover County at Middle Sound, Oak Winds Marina at 2127
Middle Sound Rd. , as requested in the permittee's application dated 2/1/96 including attached
workplan drawings, 7 dated 3/20/96, 2 dated 5/29/96, and 2 dated 5/10/96.
This permit, issued on May 16 2013 is subject to compliance with the application (where consistent
with the permit), all applicable regulations, special conditions and notes set forth below. Any violation of these terms may
be subject to fines, imprisonment or civil action; or may cause the permit to be null and void.
a) In order to protect juvenile shrimp and finfish populations, no excavation or filling
shall be permitted between April 1 and September 30 of any year without the prior
approval of the Division of Coastal Management.
b) Prior to excavation, a turbidity curtain shall be installed atthe mouth of the basin, as
near the AIW W as practicable, and maintained during active excavation in order to
protect adjacent Outstanding Resource Waters.
(See Attached Sheets for Additional Conditions)
This permit action may be appealed by the permittee or
other qualified persons within twenty (20) days of the issuing
date. An appeal requires resolution prior to work initiation or
continuance as the case may be.
This permit shall be accessible on -site to Department
personnel when the project is inspected for compliance.
Any maintenance work or project modification not covered
hereunder requires further Division approval.
All work shall cease when the permit expires on
December 31, 2013
Signed by the authority of the Secretary of DENR. and the
Chairman of the Coastal Resources Commission.
✓' Braxton Cx Davis, Director
Division of Coastal Management
This permit and kt conditions are hereby accepted.
In issuing this permit, the State of North Carolina agrees
that your project is consistent with the North Carolina. Coastal
Management Program. Signature of Permittee

Foreverhome of Wilmington III, LLC. Permit #132-96
Page 2 of 4
ADDITIONAL CONDITIONS
Maintenance Excavation
2) Excavation in the western end of the basin shall not exceed —5' normal low water, and grade to —6' at
the conflux of the access channel, and —7' to —8' through the channel to the mouth.
3) No marsh grass shall be excavated or filled.
4) The temporary placement or double handling of excavated or fill materials within waters or vegetated
wetlands is not authorized.
5) No excavated or fill material shall be placed at any time in any marsh or surrounding waters outside of
the alignment of the fill area indicated on the work plans.
6) All excavated materials shall be confined landward of the normal high water (NHW) elevation contour
and regularly or irregularly flooded vegetated wetlands within adequate dikes or other retaining
structures to prevent spillover of solids into any vegetated wetlands or surrounding waters.
7) The terminal end of the pipeline from the dredge into the diked retention area shall be positioned at or
greater than 50 feet from any part of the dike and a maximum distance from spillways to allow
settlement of suspended sediments.
8) A water control structure shall be installed at the intake end of the effluent pipe leading from the
retention area in order to ensure maximum settlement of suspended solids.
9) Flow from the diked retention area shall be confined by pipe, trough, or similar device to a point at or
below the mean low water (MLW) elevation contour to prevent gully erosion and siltation.
10) The activity shall be conducted in such a manner as to prevent a significant increase in turbidity outside
of the area of construction or construction -related discharge. Increases such that the turbidity in the
waterbody is 25 NTU's or less in all saltwater classes are not considered significant.
11) a) The dedicated spoil area shall be enlarged or relocated so as to accommodate two or three times
the amount of material to be removed hydraulically from this basin. The satisfaction of this
condition shall be approved by the Division prior to the onset of dredging.
b) Spoil area effluent shall be discharge to an area temporarily closed to shellfish harvest by the
Shellfish Sanitation Branch of the Division of Environmental Health. Telephone [phone].

Foreve'rhome'of Wilmington III, LLC.
ADDITIONAL CONDITIONS
Maintenance Clause
Permit #132-96
Page 3 of 4
12) The Division of Coastal Management shall be notified in writing at least two (2) weeks in advance of
any maintenance dredging/work authorized by this permit and that notification shall include:
A. The number of the original permit.
B. A statement that no dimensional changes are proposed.
C. A copy of the original permit plan(s) with cross -hatching indicating the area to be maintained.
and the area to be used for dredge spoil, and the estimated amount of material to be removed.
D. The date of plan revision and the permittee's signature shown anew on the original plan.
Bulkheadine and Backfillin2
13) The bulkhead shall not extend waterward more than 8 feet from the mean high water line at any point
along its alignment at the time of construction.
14) The bulkhead shall be constructed prior to any backfilling activities.
15) The bulkhead shall be structurally tight so as to prevent seepage of backfill materials through the
structure.
16) The fill material shall be clean and free of any pollutants except in trace quantities. Metal products,
organic materials, or unsightly debris shall not be used.
17) All backfill material shall be obtained from a high ground source and confined behind the permitted
bulkhead.
Dock Construction
18) The docks in the upper basins shall be pulled back 5' to 8' to enhance navigation in these narrow
channels.
Marina Operation
19) Prior to the occupancy of any newly constructed docks at Oak Winds marina, a pumpout facility shall
be installed and maintained for the life of the project to service boats with holding tanks.
20) The marina shall display a sign showing the location of the on -site pumpout facility, and other
appropriate waste disposal information, at the entrance and exit from the main pier.
21) No sewage, whether treated or untreated, shall be discharged at any time from any boats using the
marina. Any sewage discharge at the marina shall be considered a violation of this permit for which the
permittee is responsible. This prohibition shall be applied and enforced throughout the entire existence
of the permitted structures.

Foreverhome of Wilmington I1I, LLC.
ADDITIONAL CONDITIONS
Permit #132-96
Page 4 of 4
22) The permittee's scheme of development, of which the authorized work is part, contemplates the
presence of structures and their attendant utilities on lands subject to an easement in favor of the United
States for the operation, maintenance, improvement, and enlargement of the Atlantic Intracoastal
Waterway (AIWW). Accordingly, the permittee shall be required to remove such structures and
improvements at his own expense in the event that, in the judgment of the U.S. Army Corps of
Engineers acting on behalf of the United States, the lands are needed at any time for any purpose within
the scope of the easement. Permanent buildings shall no be constructed with the easement.
23) No attempt shall be made by the permittee to prevent the full and free use by the public of all navigable
waters at or adjacent to the authorized work. Use of the permitted activity shall not interfere with the
public's right to free navigation on all navigable waters of the United States.
24) The permittee shall maintain the authorized work in good condition and in conformance with the terms
and conditions of this permit. The permittee is not relieved of this requirement if he abandons the
permitted activity without having it transferred to a third party.
NOTE: The N.C. Division of Water Quality approved this project on August 27, 1996 under General
Water Quality Certification No. 3025.
NOTE: The U.S. Army Corps of Engineers has assigned the proposed project COE Action Id. No.
199603725.
NOTE: The New Hanover County Engineering Department shall approve a Sedimentation an Erosion
Control Plan for this project.
NOTE: The expiration date of this permit has been extended in accordance with Session Law 2009-406,
as amended by Session Law 2010-177.

Pat McCrory
Governor
MEMORANDUM
►'
� � s
NCDENR
North Carolina Department of Environment and Natural
Division of Coastal Management
Braxton C. Davis
Director
TO: Doug Huggett
Permits Section
FROM: Robb Mairs
Field Represebtative, Wilmington
THRU: Debra D. Wilson 9
District Manager, Wilmington
DATE: April 15, 2013
SUBJECT: Request for Transfer of State Permit #132-96
Anchors Bend Yacht Club, Inc.
New Hanover County
ylia/i'>
Resources
John E. Skvaria, III
Secretary
RECEIVED
APR 18 2013
DCM MAD CPty
Mr. Adam C. Knierim, President of Maritech, LLC and acting agent for Foreverhome of Wilmington III,
LLC, is requesting the transfer of State Permit # 132-96. State Permit # 132-96 was originally issued to Oak
Winds Marina, c/o Charles Thacker on September 19, 1996 for renovation of an existing commercial marina,
with some highground excavation and maintenance excavation of the existing boat basin. State Permit # 132-
96 was amended on October 1, 1996 for the relocation of spoil material. A Letter of Refinement was issued on
October 21, 1996 for riprap placement in lieu of the authorized bulkhead. The permit was transferred to Marina
Partnership, LLC and renewed for maintenance excavation on November 1, 1999. On November 22, 1999
State Permit #132-96 was transferred to Marina Partners, LLC and renewed for a five-year maintenance
period. State Permit #132-96 was once again renewed for maintenance excavation on May 20, 2005. The
permit was then transferred on September 27, 2005 to Atlantic Blue Properties, LLC and then again to Anchors
Bend Yacht Club, Inc. on May 14, 2010. State Permit #132-96 was due was due to expire on December 31,
2012; however, was subject to extension by the Session Law 2009-406, and as amended by Session Law
2010-177, the Permit Extension Act.
Mr. Knierim is requesting that State Permit #132-96 be transferred to Foreverhome of Wilmington III,
LLC and has included check (ck no. 1437) in the total amount of $100.00 for the processing of the transfer
request.
This office has no objections to the transfer of State Permit #132-96. A copy of the deed transferring
title of property located at 2127 Middle Sound Loop Road, to Foreverhome of Wilmington III, LLC is included.
cc: WiRO File
Dave Timpy, ACOE
Christine Bouffard, LPO
127 Cardinal Drive Ext., Wilmington, NC 28405
Phone: [phone] FAX: [phone]ntemet: www.nccoastalmanagement.net
An Equal Oppommly 1 Affirmative Acnon Employer

MAutCN
Innovativa Sol H, is for the Marto Envkonnrnt
108 Circle Dr. Hampstead, NC 28443
office 910.270.4058
field 910.297.7710
fax [phone]
March 13, 2013
RECEIVED
North Carolina Division of Coastal Management c/o Robb Mairs
127 Cardinal Drive Ext. APR 18 2013
Wilmington, NC 28405
Robb,
DCM-MHD Crry
I am writing you in order to request transfer of existing Major Permits associated with the recent
transfer of ownership of the Anchors Bend Subdivision and Marina. I am requesting transfer of
Major Permit #73-07 and #132-96 originally issued to Atlantic Blue Management and Anchors
Bend Yacht Club, Inc, respectively. We are requesting that both existing permits be transferred
to the new owner of the facility, Foreverhome of Wilmington III, LLC. The mailing address for
the new owner is 8311 Bandford Way, Suite 001, Raleigh, NC 27608. As discussed, I am
including a copy of the property deeds and checks for the requested transfer.
Please feel free to contact me directly if any oversight was made in the transfer request or if you
have any questions or concerns. I can be reached by phone at 910.297.7710 or via e-mail at
adamknierim(&,Pmail.com. Thank you once again for all of your time and consideration on this
matter.
Sincerely,
Adam C. Knierim, M.S.
President/Coastal Geologist
Maritech, LLC
RECEIVED
DCM WILMINGTON, NC
APR 092013

T
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Coastal Management
Michael F. Easley, Governor Charles S. Jones, Director
Authorized Agent Consent Agreement
Adam C. Knierim
APR 18 7119
DCM-MHD CITY
William G. Ross Jr., Secretary
is hereby authorized to act on my behalf
(Printed Name ofAgenr)
in order to obtain any CAMA permit(s) required for the property listed below. The authorization is limited to the
specific activities described in the attached sketch.
LOCATION OF PROJECT:
7 cle n f L�
1,���rwrr-TenNc 2�/II
PROPERTY OWNER MAILING ADDRESS:
�creve� hiJme c� W.fm.Hre�LL C
,R311 i krj -fr'j _ "'k c,,I
Q fec h ��L'C �7CdY PHONE NO.
AUTHORIZED AGENT MAILING ADDRESS:
Maritech, LLC c/o Adam C. Knierim
108 Circle Drive
Hampstead, NC 28443
Signature of Property Owner:
Signature of Authorized Agent:
Date: al Z � 113
RECEIVED
DCM WILMINGTON, NC
APR 0 9 2013
PHONE NO.
(91D) 270-4058
127 Cardinal Drive Ext., Wlimhgton, North Carolina 29405-3845
Phone: [phone]FAX: [phone]ntemet: www.naoastahmnagement.net
An Equal 0pporMiry 1AIGmaeve Action En*yer— 50% Recycled 1 io%Post conaraner Paper

RECEIVED
APR 18 2913
r tlu ui bleiY�9
2012032333
FOR RJENNIFERi HN REGISTER MACNEISH OF DEEDS
NEW HANOVER COl1NTV NC
2012 SEP 2101 18 36 PM
BK 5673 PG 1927-1952 FEE $96 00
I1-S1RI I R 101Y032333
BALANCE PURCHASE MONEY
STATE OF NORTH CAROLINA ) DEED OF TRUST, ASSIGNMENT OF
RENTS AND LEASES, SECURITY
COUNTY OF NEW HANOVER ) AGREEMENT AND FIXTURE FILING
COLLATERAL IS OR INCLUDES FIXTURES
(This Document Serves as a Fixture Filing under Section 9-502 of the North Carolina Uniform
Commercial Code and is to be filed in the real property records.)
Grantor's Organizational Identification Number: 5151917
THIS BALANCE PURCHASE MONEY DEED OF TRUST,
ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING
(this "Deed of Trust") is made and entered into as of the day of September, 2012, by
FOREVERHOMIX OF WILMINGTON HI LLC, a North Carolina limited liability company, whose
address is 2840 Plaza Place, Suite 360, Raleigh, North Carolina 27612 (the "Grantor"), in favor of
CHICAGO TITLE INSURANCE COMPANY, a Nebraska Corporation, whose address is 245 E
Friendly Ave, Suite 101, Greensboro, NC 27401 (the "Trustee"), for the benefit of WSLD ANCHORS
BEND VI, L.L.C., a Delaware [united liability company and WSLD ANCHORS BEND M-VI, L.L.C.,
a Delaware limited liability company (together, with their respective successors and assigns, "Lender") ,
whose address is 900 North Michigan Avenue, Chicago, IL 60611
WITNESSETH:
In consideration of the indebtedness herein recited, and in further consideration of the premises
and for the purposes herem recited, and to secure the payment, performance and observance by Grantor of
the Secured Indebtedness (as defined in Section 1 I below), Grantor does hereby grant, convey, bargain,
sell, transfer, assign and set over to Trustee and Trustee's successors and assigns, with general warranty,
in trust, with power of sale, all of the following described land, real property interests, buildings,
improvements, fixtures and other personal property
RECEIVED
DCM WILMINGTON, NC
APR 092013
21691733
Drawn by and return to
Moore & Van Allen PLLC
100 North Tryon Street
Suite 4700
Charlotte, NC 28202
Attention J Christopher Oates
1*. lam,-- N'I1

(a) All those tracts or parcels of land and other real property interests in New Hanover
County, North Carolina more particularly described in Exhibit A attached hereto and made a part hereof
(collectively, the "Land"), and all buildings and improvements of every land and description now or
hereafter erected or placed on the aforesaid Land (the "Improvements', and all right, title and interest of
the Grantor, now owned or hereafter acquired, in and to (i) all streets, roads, alleys, easements, rights -of -
way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed,
abutting, adjacent, used in connection with or pertaining to the Land or the Improvements, (n) any strips
or gores between the Land and abutting or adjacent property, (m) all options to purchase the Land or the
Improvements or any portion thereof or interest therein, and any greater estate in the Land or the
Improvements, and (iv) all water and water rights, timber, crops and mineral interests on or pertaining to
the Land (the Land, Improvements and other rights, titles and interests referred to in this paragraph (a)
being herein sometimes called the "Premises"),
(b) All fixtures, building and construction material (including, without limitation, the
"Committed Materials" delivered to Grantor by "PBS" [as such terms are defined in the "Loan
Agreement" (as defined below)]) and articles of personal property, of every kind and character, tangible
and intangible (including software embedded therein), now owned or hereafter acquired by Grantor,
which are now or hereafter attached to or situated in, on or about the Premises, or used in or necessary to
the complete and proper planning, development, use, occupancy or operation thereof, or acquired
(whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the
Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the
properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all
of which are hereby declared to be permanent accessions to the Land);
(c) All (i) plans and specifications for the Premises; (u) Grantor's rights, but not liability for
any breach by Grantor, under all commitments, insurance policies, contracts and agreements for the
development, construction, operation, inspection or sale of all or any portion of the Premises and other
contracts and general intangibles (including but not limited to trade marks, trade names, goodwill and
symbols) related to the Premises or the Accessories or the operation thereof, (in) all deposits and deposit
accounts arising from or related to any transactions related to the Premises or the Accessories (including
but not limited to Grantor's rights in deposits with respect to sales contracts, escrow deposits, deposits
with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder
or under any other Loan Documents for taxes, insurance or otherwise), rebates or refunds of impact fees
or other taxes, assessments or charges, money, accounts, (including deposit accounts) instruments,
documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue
of any transactions related to the Premises or the Accessories, and any account or deposit account from
which Grantor may from time to time authorize Lender to debit and/or credit payments due with respect
to the Loan Documents, all accounts, deposit accounts and general intangibles; (iv) permits, licenses,
franchises,` certificates, development rights, commitments and rights for utilities, and other rights and
privileges ;obtained in connection with the Premises or the Accessories; (v), leases, rents, royalties,
bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without
derogation' of Article III hereof), and (vi) engineering, accounting, title, legal and other technical or
business data concerning the Property which are in the possession of the Grantor or in which the Grantor
can otherwise grant a security interest, and
(d) All rights of Grantor under (i) any Covenants, Conditions and Restrictions ("CC&R's")
now or hereafter affecting the Premises and all present or future rights of Grantor as a declarant,
developer or other party under such CC&R's, including, without limitation all voting rights, approval
rights and other discretionary rights of Grantor under CC&R's and (n) any development agreements and
similar agreements with any governmental authority related to the development of the Premises; provided,
however, the foregoing shall not include the "Charter Memberships" as defined in that certain Declaration
s
21691733 4�

RECMVED a
APR 18 2013
of Covenants, Conditions and Restrictions for Anchors Bend Yacht Club, recordeRG 1W 14, 2007
in Book 5260 at Page 1 in the Office of the Register of Deeds of New Hanover County, North Carolina,
as amended, modified and/or supplemented, and
(a) All (j) accounts and proceeds (cash or non -cash and including payment intangibles) of or
ansing from the properties, rights, titles and interests referred to in paragraphs a, b, c and d above,
including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each
pohcy of insurance relating thereto (including premium refunds), proceeds of the taking thereof or of any
rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by
condemnation, eminent domain or transfer in lieu thereof for public or quasi -public use under any law,
and proceeds arising out of any damage thereto; and (u) other interests of every kind and character which
the Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and
interests referred to in paragraphs a, b, c and d above and all property used or useful in connection
therewith, including but not limited to rights of ingress and egress and remainders, reversions and
reversionary rights or interests, and if the estate of the Grantor in any of the property referred to in
paragraphs a, b, c and d above is a leasehold estate, this conveyance shall include, and the lien and
security interest created hereby shall encumber and extend to, all other or additional title, estates, interests
or rights which are now owned or may hereafter be acquired by the Grantor in or to the property demised
under the lease creating the leasehold estate,
To HAVE AND HOLD the foregoing rights, interests and properties, and all rights, estates,
powers and privileges appurtenant thereto (herein collectively called the "Property's unto the Trustee
and the Trustee's successors and assigns, in trust, in fee simple forever, to secure the obligations of
Grantor under the Loan Documents and all Secured Indebtedness and upon this special trust that should
the Secured Indebtedness be paid according to the tenor and effect thereof when the same shall be due and
payable and should the Grantor timely and fully discharge its obligations hereunder, then the Property
shall be reconveyed to the Grantor or the title thereto shall be revested according to the provisions of law
Grantor hereby grants to the Lender a security interest in all of the property described in
paragraphs a; b, c, d and a above which constitutes personal property or fixtures and all proceeds and
products thereof, and all supporting obligations ancillary to or arising in any way in connection with
therewith (herein sometimes collectively called the "Collateral') to secure the Secured Indebtedness In
addition to its right hereunder or otherwise, the Lender shall have all of the rights of a secured party under
the North Carolina Uniform Commercial Code, or under the Uniform Commercial Code in force in any
other state to the extent the same is applicable law This Deed of Trust secures an obligation incurred for
the construction of an improvement on the Land and as such constitutes a "construction mortgage" under
Section 25-9-334(h) of the North Carolina General Statutes
Grantor covenants, represents and agrees to and with Trustee and Lender as follows
ARTICLE I
The Secured Indebtedness
1 1 Secured Indebtedness. This Deed of Trust secures and enforces the payment and
performance of all obligations of Grantor under the following instruments and agreements (collectively,
the "Loan Documents")
(a) Loan Agreement between Grantor and FOREVERHOME OF WILMINGTON H
LLC, a North Carolina limited liability company ("FOW 1I", and together with Grantor
"Borrower"), on the one hand, and Lender, on the other hand, of even date herewith which
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provides for extensions of credit in a principal amount not exceeding Six Million Four Hundred
Fifty Thousand and No1It00 Dollars ($6,450,000 00) (hereinafter, together with any extensions,
revisions, modifications or amendments hereafter made, referred to as the "Loan Agreement"),
(b) Balance Purchase Money Promissory Note executed by Borrower of even date
herewith, payable to the order of Lender in the principal amount of Six Million Four Hundred
Fifty Thousand and No/100 Dollars ($6,450,000 00) (hereinafter, together with any extensions,
revisions, modifications or amendments hereafter made, referred to as the "Note"), the terms and
provisions of which are incorporated herein by reference,
(c) . this Deed of Trust,
(d) that certain Balance Purchase Money Deed of Trust, Assignment of Rents and
Leases, Secunty Agreement and Fixture Filing, executed by POW II for the benefit of Lender
(the "Land Deed of Trust"), and
(e) all other instruments, agreements and documents hereafter executed by Grantor
which evidence an obligation of Grantor to Lender
This Deed of Trust is also given wholly or partly to secure future advances and/or furare obligations that
may from time to time be made or incurred by Grantor under this Deed of Trust, plus interest thereon, all
charges and expenses of collection incurred by Lender, including court costs and reasonable attorneys
fees, all necessary expenditures by Lender and/or the Trustee for the preservation of the Property as
provided, for herein and all other sums and obligations from time to time owing to Lender by Grantor
under this Deed of Trust and the other Loan Documents The maximum principal amount that may be
secured hereby at any one time is Six Million Four Hundred Fifty Thousand and No/100 Dollars
($6,450,000 00) The time period within which such future advances may be made and future obligations
may be incurred is the period between the date hereof and the date thirty (30) years from the date hereof
The obligations referred to in this Section 1 1 are hereinafter sometimes referred to as the "Secured
Indebtedness"
ARTICLE II
Grantor's Covenants, Representations, Warranties And Agreements
21 Title to Property Subject to the Pemutted Encumbrances (as defined in the Loan
Agreement), Grantor represents and warrants that it is seized and possessed of the Property (and any
fixtures) in fee and has title to any appurtenant easements and interests described above and has the right
to convey and encumber the same, that title to such property is free and clear of all liens, encumbrances
and claims whatsoever except for the Permitted Encumbrances, and that it will. warrant and defend the
title to such property against the claims of all persons or patties As to the Collateral, Grantor represents
and warrants that it has title to such property, free and clear of all liens, encumbrances, and claims
whatsoever except for the Permitted Encumbrances, that it has the right to convey and encumber such
property and that it will warrant and defend such property against the claims of all persons or parties
22 Payment of Loan Grantor will punctually pay the principal and interest under the Loan
Agreement and the Note and all other Secured Indebtedness at the time and place and in the manner
specified in the Note, the Loan Agreement, this Deed of Trust or the other Loan Documents.
Z 3 Taxes and Fees. If required by Lender upon the occurrence of a Default Condition (as
defined in the Loan Agreement) or an Event of Default, Grantor will pay to Lender on the first day of
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4 APR 18 2013
DC.M-MHD CITY
each month together with and in addition to the regular installment of principal and interest, until the Note
is fully paid, an amount equal to one -twelfth (1/12) of the yearly taxes and assessments as estimated by
Lender to be sufficient to enable Lender to pay, at least thirty (30) days before they become delinquent,
all taxes, assessments, and other similar charges against the Property or any part thereof. Such added
payments shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of
Lender, and no interest shall be payable in respect thereof Upon demand of Lender, Grantor agrees to
deliver to Lender such additional monies as are necessary to make up any deficiencies in the amounts
necessary to enable Lender to pay such taxes, assessments and similar charges Upon the occurrence of
an Event of Default, Lender may apply to the reduction of the sums secured hereby, in such manner as
Lender shall determine, any amount under this Section 2 3 remaining to Grantor's credit
24 Other Taxes. Utilities and Liens.
(a) Grantor will pay or cause to be paid promptly, when and as due, and will
Promptly exhibit to Lender receipts for the payment of, all real and personal property taxes,
assessments, water rates, dues, charges, fines and impositions of every nature whatsoever
imposed, levied or assessed or to be imposed, levied or assessed upon or against the Property or
any part thereof, or upon the interest of Lender in the Property (other than any of the same for
which provision has been made in Section 2 3 hereof), as well as all income taxes, assessments
and other governmental charges lawfully levied and imposed by the United States of America or
any state, county, municipality, borough or other taxing authority upon Grantor or in respect of
the Property or any part thereof, or any charge which, if unpaid, would become a lien or charge
upon the Property prior to or equal to the lien of this Deed of Trust for any amounts secured
hereby or would have priority or equality with this Deed of Trust in distribution of the proceeds
of any foreclosure sale of the Property or any part thereof, provided, however, Grantor shall have
the right to contest any such taxes, assessments, rates, dues, charges, fine or impositions if the
execution or other enforcement of any lien or charge upon the Property is and continues to be
effectively stayed or bonded in a manner reasonably satisfactory to Lender, the validity and
amount of such taxes, assessments, rates, dues, charges, fines or impositions are being actively
contested in good faith and by appropriate lawful proceedings and such liens or charges do not, in
the aggregate, materially detract from the value of the Property or materially impair the use
thereof and the operation of Grantor's business
(b) Grantor will promptly pay or cause to be paid all charges by utility companies,
whether public or private, for electricity, gas, water, sewer or other utilities
(c) Grantor will promptly pay or cause to be paid and will not suffer any mechanics,
laborer's, statutory or other lien which ought or could be prior to or equal to the lien of this Deed
of Trust to be created or to remain outstanding upon any of the Property, provided, however, such
a lien may be filed against the Property if the execution or other enforcement of any such lien is
and continues to be effectively stayed or bonded in a manner reasonably satisfactory to Lender
for the full amount thereof, the validity and amount of the lien secured thereby are being actively
contested in good faith and by appropriate lawful proceedings and such liens do not, in the
aggregate, materially detract from the value of the Property or materially impair the use thereof
and the operation of Grantor's business,
25 Reimbursement Grantor agrees that if it shall fail to pay or cause to be paid when due
any tax, assessment or charge levied or assessed against the Property or any utility charge, whether public
or private, or any insurance premium or if it shall fail to procure the insurance coverage and the delivery
of the insurance certificates required hereunder or under the Loan Agreement, or if it shall fail to pay any
other charge or fee required hereunder, then Lender, at its option, may pay or procure the same Grantor
21691733 t

will reimburse Lender upon demand for any sums of money paid by Lender pursuant to this Section,
together with interest on each such payment at the rate set forth in the Loan Agreement and the Note All
such sums so expended by Lender, and the interest thereon, shall become part of the Secured
Indebtedness
2 6 Further Assurances Grantor agrees to execute and deliver to Lender, concurrently with
the execution of this Deed of Trust and upon the request of Lender from time to time hereafter, all
financing statements and other documents required to perfect and maintain the security interest created
hereby Grantor hereby irrevocably (as long as the Secured Indebtedness remains unpaid) makes,
constitutes and appoints Lender as the true and lawful attorney of Grantor to sign the name of Grantor
(after Grantor has failed or refused to timely execute such documents upon request of Lender) on any
financing statement, continuation or amendment of financing statement or similar document required to
perfect or continue such security interests, it being understood and agreed that this power of attorney shall
be a power coupled with an interest and cannot be revoked '
27 Secondary Financing: Sale or Encumbrance There shall not exist at the time of the
recording of this Deed of Trust, and during the term of the Secured Indebtedness, any secondary or
supplemental financing, no other mortgage, lien, charge, pledge, hypothecation, or security interest upon
or affecting the Property or any of the property (real or personal, tangible or intangible) encumbered by
the Loan Documents or in which Lender otherwise has a security interest, or any agreement to grant any
such interest other than hens or charges which will be discharged from the proceeds of the Note Grantor
shall not, without Lender's prior written consent, directly or indirectly, sell, transfer, convey, or lease all
or any part of the Property or any interest therein, whether voluntary, involuntary, or by operation of law,
and shall not suffer or permit the same, except as may be permitted under the Loan Agreement Grantor
shall not submit the Property, or any portion thereof, to condonnnium or other multiple form of
ownership, or dedicate any portion of the Property to public ownership, without the prior written consent
of Lender, which will not be unreasonably withheld.
2 8 Fees and Expenses Grantor will pay or reimburse Lender and the Trustee for all
reasonable attorneys' fees, costs and expenses incurred by Lender or the Trustee in any action, legal
proceeding or dispute of any land which affects the Secured Indebtedness, the interest created herem, the
Property or the Collateral, including but not limited to, any foreclosure of this Deed of Trust, enforcement
of payment of the Note and other Secured Indebtedness, any condemnation action involving the Property,
any bankruptcy proceeding or any action to protect the security hereof, Any such amounts paid by
Lender shall be due and payable upon demand and shall become part of the Secured Indebtedness
2 9 Maintenance of the Property Grantor will abstain from and will not permit the
commission of waste in or about the Property and will maintain the Property in good condition and repair,
reasonable wear and tear excepted
210 Comnliance with Law Grantor will do, or cause to be done, all such things as may be
required by law in order fully to protect the security and all rights of Lender under this Deed of Trust
Grantor shall not cause or permit the lien of this Deed of Trust to be impaired in any way
2:11 Inspection Grantor will permit Lender, or its agents, at any and all reasonable times to
enter and pass through or over the Property for the purpose of appraising, inspecting or evaluating same
2'12 Releases and Waivers. Grantor agrees that no release by Lender of any of Grantor's
successors in title from liability on the Secured Indebtedness, no release by Lender of any portion of the
Property or the Collateral, no subordination of lien, no forbearance on the part of Lender to collect on the
Secured Indebtedness or any part thereof, no waiver of any right granted or remedy available to Lender
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APR 18 Z013
and no action taken or not taken by Lender shall in any way diminish Grantor's offli on to Lender or
have the effect of releasing Grantor, or any successor to Grantor, from full responsibility to Lender for the
complete discharge of each and every of Grantor's obligations hereunder or under the Note, the Loan
Agreement, any other Loan Document or any other Secured Indebtedness
213 Insurance Grantor shall obtain and maintain at its sole expense or cause to be
maintained (1) mortgagee title insurance issued to Lender covering the Premises as required by Lender
without exception for mechanics' hens, (2) general liability insurance, on an "occurrence" basis, against
claims for "personal injury" liability, including bodily injury, death or property damage liability, for the
benefit of Grantor as named insured and Lender as additional insured, (3) statutory workers'
compensation insurance with respect to any work on or about the Premises (including employer's liability
insurance, if required by Lender), coveting all employees of Grantor and any contractor, and (4) such
other insurance on the Property and endorsements as may from time to time be required by Lender against
other insurable hazards or casualties which at the time are commonly insured against in the case of
premises similarly situated, due regard being given to the type, construction, location, use and occupancy
of property All insurance policies shall be issued and maintained by insurers, in amounts, with
deductibles, limits and retentions, and in forms satisfactory to Lender, and shall require not less than
thirty (30) days' prior written notice to Lender of any cancellation or change of coverage. Grantor shall
pay all premiums on policies required hereunder as they become due and payable and promptly deliver to
Lender evidence satisfactory to Lender of the timely payment thereof
214 Condemnation Grantor shall notify Lender immediately of any threatened or pending
proceeding for condemnation affecting the Property or arising out of damage to the Property, and Grantor
shall, at Grantor's expense, diligently prosecute any such proceedings Lender shall have the right (but
not the obligation) to participate in any such proceeding and to be represented by counsel of its own
choice Lender shall be entitled to receive all sums which may be awarded or become payable to Grantor
for the condemnation of the Property, or any part thereof, for public or quasi -public use, or by virtue of
private sale in lieu thereof, and any sums which may be awarded or become payable to Grantor for injury
or damage to the Property Grantor shall, promptly upon request of Lender, execute such additional
assignments and other documents as may be necessary from time to time to permit such participation and
to enable Lender to collect and receipt for any such sums All such sums are hereby assigned to Lender,
and shall, after deduction therefrom of all reasonable expenses actually incurred by Lender in the
collection of the same, including reasonable attorneys', fees, be applied to the payment of the Secured
Indebtedness in such order and manner as Lender, in its sole discretion, may elect, whether or not due In
any event, the unpaid portion of the Secured Indebtedness shall remain in full force and effect and the
payment thereof shall not be excused Notwithstanding the foregoing, in the event any governmental
agency or authority shall require or commence any proceedings for the demolition of any buildings or
structures comprising a part of the Property, or shall commence any proceedings to condemn or otherwise
take pursuant to the power of eminent domain a material portion of the Property, Lender may, at its
option, declare the Secured Indebtedness to be immediately due and payable in full and apply any
condemnation proceeds to the outstanding balance of the Secured Indebtedness in such order and manner
as Lender, in its sole discretion, may elect In any event the unpaid portion of the Secured Indebtedness
shall remain in full force and effect and the payment thereof shall not be excused Lender shall not be,
under any circumstances, liable or responsible for failure to collect or to exercise diligence in the
collection of any such sum or for failure to see to the proper application of any amount paid over to
Grantor. Lender is hereby authorized, in the name of Grantor, to execute and deliver valid acquittances
for, and to appeal from, any such award, judgment or decree All costs and expenses (including but not
limited to reasonable attorneys' fees) incurred by Lender in connection with any condemnation shall be a
demand obligation owing by Grantor (which Grantor hereby promises to pay) to Lender pursuant to this
Deed of Trust
21691733

2 15 ®pgraisal Lender may obtain from time to time, an appraisal ("Appraisal") of all or any
part of the Property prepared in accordance with written instructions from Lender by a third -party
appraiser engaged directly by Lender Each such appraiser and appraisal shall be satisfactory to Lender
and the appraisal shall satisfy all applicable regulatory requirements The cost of (t) the first appraisal, (u)
additional appraisals required by governmental or regulatory authorities or internal policy of Lender, and
(in) any appraisal after the occurrence of an Event of Default shall be bome by Grantor and such cost
shall be part of the Secured Indebtedness and shall be payable by Grantor to Lender on demand (which
obligation Grantor hereby promises to pay)
2 16 Indemnification (i) Grantor will indemnify and hold harmless Lender and Trustee from
and against, and reimburse them on demand for, any and all Indemnified Matters (hereinafter defined).
For purposes of this Section 2 16, the terms "Lender" and "Trustee" shall include the directors, officers,
partners, employees and agents of Trustee and Lender, respectively, and any persons owned or controlled
by, owning or controlling, or under common control or affiliated with Lender or Trustee, respectively
Without limitation, the foregoing indemnities shall apply to each indemnified person with respect to
matters which in whole`ar in part are caused.by or arse out of the negligenceof such (and/or any other)
indemnified person However, such indemnities shall not apply to a particular indemnified person to the
extent that the subject of the indemnification is caused by or arises out of the gross negligence or willful
misconduct of that indemnified person Any amount to be paid under this Section 2 16 by Grantor to
Lender and/or Trustee shall be a demand obligation owing by Grantor (which Grantor hereby promises to
pay) to Lender and/or Trustee pursuant to this Deed of Trust Nothing in this Section 2.16, elsewhere in
this Deed of Trust or in any other Loan Document shall limit or impair any rights or remedies of Lender
and/or Trustee (including without limitation any rights of contribution or indemnification) against Grantor
or any other person under any other provision of this Deed of Trust, any other Loan Document, any other
agreement or any applicable federal, state or local law, statute, ordinance, code, rule, regulation, license,
permit, order or decree
(u) As used herein, the term "Indemnified Matters" means any and all claims, demands,
liabilities (including strict liability), losses, damages (including consequential damages), causes of action,
judgments, penalties, fines, costs and expenses (including without limitation, reasonable fees and
expenses of attorneys and other professional consultants and experts, and of the investigation and defense
of any claim, whether or not such claim is ultimately defeated, and the settlement of any claim or
judgment including all value paid or given in settlement) of every kind, known or unknown, foreseeable
or unforeseeable, which may be imposed upon, asserted against or incurred or paid by Lender and/or
Trustee at any time and from time to time, whenever imposed, asserted or incurred, because of, resulting
from, in connection with, or arising out of any transaction, act, omission, event or circumstance in any
way connected with the Property or with this Deed of Trust or any other Loan Document, including but
not limited to any bodily injury or death or property damage occurring in or upon or in the vicinity of the
Property through any cause whatsoever at any time on or before the Release Date (hereinafter defined),
any act performed or omitted to be performed hereunder or under any other Loan Document, any breach
by Grantor of any representation, warranty, covenant, agreement or condition contained in this Deed of
Trust or any breach by Grantor of any representation, warranty, covenant, agreement or condition
contained in any other Loan Document, any Event of Default, any claim under or with respect to or
ansing under any environmental indemnity executed by the Grantor in favor of the Lender and/or Trustee
The term "'Release Date" as used herein means the earlier of the following two dates. (i) the date on
which the Secured Indebtedness has been paid and performed in full and this Deed of Trust has been
released, or (u) the date on which the lien of this Deed of Trust is fully and finally foreclosed or a
conveyance by deed in lieu of such foreclosure is fully and finally effective, and possession of the
Property has been given to the purchaser or grantee free of occupancy and claims to occupancy by
Grantor and Grantor's heirs, devisees, representatives, successors and assigns, provided, that if such
payment, `performance, release, foreclosure or conveyance is challenged, in bankruptcy proceedings or
2169173 3 R

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APR 18 2013
DC 4:-.M.3D CITY
Otherwise, the Release Date shall be deemed not to have occurred until such challenge is rejected,
dismissed or withdrawn with prejudice The indemnities in this Section 2 16 shall not terminate upon the
Release Date or upon the release, foreclosure or other termination of this Deed of Trust but will survive
the Release Date, foreclosure of this Deed of Trust or conveyance in lieu of foreclosure, the repayment of
the Secured Indebtedness, the discharge and release of this Deed of Trust and the other Loan Documents,
any bankruptcy or other debtor relief proceeding, and any other event whatsoever
2.17 Taxes on Note and Deed of Trust Grantor will promptly pay all income, franchise and
other taxes owing by Grantor and any stamp, documentary, recordation and transfer taxes or other taxes
(unless such payment by Grantor is prohibited by law) which may be required to be paid with respect to
the Note, the Loan Agreement, this Deed of Trust or any other instrument evidencing or securing any of
the Secured Indebtedness In the event of the enactment after this date of any law of any governmental
entity applicable to Lender, the Note, the Loan Agreement, the Property or this Deed of Trust deducting
from the value of property for the purpose of taxation any lien or security interest thereon. c. ;,,[posing
upon Lender the payment of the whole or any part of the taxes or assessments or cha ges or hens herein
required to be paid by Grantor, or changing in any way the laws relating tot a taxation of deeds of trust
oa mortgages or security agreements or debts sec=4 by deeds of trust or mortgages or security
agreements or the interest of the mortgagee or secured party m the property covered thereby, or the
manner of collection of such taxes, so as to affect this Deed of Trust or the Secured Indebtedness or
Lender, then, and in any such event, Grantor, upon demand by Lender, shall pay such taxes, assessments,
charges or liens, or reimburse Lender therefor, provided, however, that if in the opinion of counsel for
Lender (i) it might be unlawful to require Grantor to make such payment or (n) the making of such
payment might result in the imposition of interest beyond the maximum amount permitted by law, then
and in such event, Lender may elect, by notice in writing given to Grantor, to declare all of the Secured
Indebtedness to be --id become due and payable sixty (60) days from the giving of such notice
218 Authorization to File anci
F++iGrantor hereby
no Statements u nwer of AttomPv,
authorizes the Lender at any time and from time to time to file any initial financing statements,
amendments thereto and continuation statements with or without signature of the Grantor as authorized by
applicable law, as applicable to all or part of the Collateral For purposes of such tiling%. the Grantor
agrees to furnish any information requested by the Lender promptly upon request therefor by the Lender
The Grantor also ratifies its authorization for the Lender to have filed any like initial financing statements,
amendments thereto or continuation statements, of filed prior to the date of this Agreement The Grantor
hereby irrevocably constitutes and appoints the Lender and any officer or agent of the Lender, with full
power of substitution, as its true and lawful attorneys -in -fact with full irrevocable power and authority an the place and the stead of the Grantor or in the name of the Grantor to execute in the name of the Grantor
out the purposes of this
"tent that the
authorize on y such documents
by the Grantor isono�ffiicient Tothextent permittted by ion 2 l a�w, the to eGrantor hereby
ratifies all acts said attorneys -in -fact have lawfully done in the past or shall lawfully do or cause to be
done an the future by virtue hereof. This power of attorney is a power coupled with an interest and shall
be irrevocable
ARTICLE III
Assignment Of Rents And Lease
3 1 Assi nment Grantor hereby assigns to Lender all Rents (hereinafter defined), issues and
profits and all of Grantor's rights in and under all Leases (hereinafter defined) So long as no Event of
Default has occurred Grantor shall have a license (which license shall terminate automatically and
without further notice upon the occurrence of an Event of Default) to collect, but not prior to accrual, the
Rents under the Leases and, where applicable, subleases, such Rents to be held in trust for Lender and to
21691733

. <1
otherwise deal with all Leases as permitted by this Deed of Trust Each month, provided no Event of
Default has occurred, Grantor may retain such Rents as were collected that month and held in trust for
Lender Upon the revocation of such license, all Rents shall be paid directly to Lender and not through
Grantor, all without the necessity of any further action by Lender, Including, without limitation, any
action to obtain possession of the Land, Improvement or any other portion of the Property or any action
for the appointment of a receiver Grantor hereby authorizes and directs the tenants under the Leases to
pay Rent to Lender upon written demand by Lender, without further consent of Grantor, without any
obligation of such tenants to determine whether an Event of Default has in fact occurred and regardless of
whether Lender has taken possession of any portion of the Property, and the tenant may rely upon any
written payment statement Grantor delivered
ndert he Leasesby , and Grantor herebirrevocably appoints Lender r to the tenants Any such payments to eas its attomeyr shall �n
fact to do all things, after an Event of Default, which Grantor mighte therwise Rents with with
ores without suit
ct to the
Property and the Leases thereon, including, without limitation, (i) B
and applying the same, less expenses of collection, to any of the Secured Indebtedness or to expenses of
operating and maintaining the Property (including reasonable reserves for anticipated expenses), at the
option of the Lende,, all in such manner as may be determined by Lender, or at the option of Lender,
holding the same as security for the payment 31 !hz Secured Indebtedness, (n) leasing, in the name of
Grantor, the whole or any part of the Property which may become vacant, and (ur) employing agents
therefor and paying such agents reasonable compensation for their services The cunng of such Event of
Default, unless other Event of Default also then exist, shall entitle Grantor to recover it aforesaid license
to do any such things which Grantor might otherwise do with respect to the Property and the Leases
thereon and to again collect such Rents The powers and rights granted in this Section 3 1 shall be in
addition to the other remedies herein provided for upon the occurrence of an Event of Default and may be
exercised independently of or concurrently with any of said remedies Nothing in the foregoing shall be
construed to impose any obligation upon Lender t^_ e :ercisa any power or right graLra^d in this Section 3 1
or to assume any liability under any Lease of any part of the Property and no liability shall attach to
Lender for failure or inability to collect any Rents under any such Lease The assignment contained in
this Section 3 1 shall become null and void upon the release of this Deed of Trust. As used herein- (1)
"Lease" means each existing or future lease, sublease (to the extent of Grantor's rights thereunder) or
other agreement under the terns of which any person has or acquires any right to occupy or use the
Property, or any part thereof, or interest therein, and each existing or future guaranty of payment or
performance thereunder, and all extensions, renewals, modifications and replacements of each such lease,
sublease, agreement or guaranty, and (n) "Rents" means all of the rents, revenue, income, issues, profits
and proceeds derived and to be derived from the Property or arising from the use or enjoyment of any
portion thereof or from any Lease, including but not limited to the proceeds from any negotiated Lease
termination or buy out of such Lease, liquidated damages following default under any such Lease, all
proceeds payable under any policy of insurance covering loss of rents resulting from untenantability
caused by damage to any part of the Property, and all of Grantor's rights to recover monetary amount
from any tenant in bankruptcy including, Without limitation, right of recovery for use and occupancy and
damage claims arising out of Lease default, including rejections, under any applicable bankruptcy,
insolvency, liquidation, receivership, reorganization, arrangement, composition, extension or adjustment
of debt or similar laws affecting the rights of creditors, and all proceeds and other amount paid or owing
to Grantor under or -pursuant to any and all contacts and bonds relating to the construction or renovation
of the Property
32 No Liability of Lender Lender's acceptance of this assignment shall not be deemed to
constitute Lender a "mortgagee in possession," nor obligate Lender to appear in or defend any proceeding
relating to any Lease or to the Property, or to take any action hereunder, expend any money, incur any
expenses, or perform any obligation or liability under any Lease, or assume any obligation for any deposit
delivered to Cantor by any tenant and not as such delivered to and accepted by Lender shall not
Lender's failure to
be liable for any injury or damage to person or property in or about the Property, or for
2169173 3 10

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APR 18 2013
collect or to exercise diligence in collecting Rents, but shall be accountable only for Rlents that shall
actually receive Neither the assignment of Leases and Rents nor enforcement of Lender's rights
regarding Leases and Rents (including collection of Rents) not possession of the Property by Lender nor
Lender's consent to or approval of any Lease (nor all of the same), shall render Lender liable on any
obligation under, or with respect to any Lease or constitute affirmation of, or any subordination to, any
Lease, occupancy, use or option If Lender seeks or obtains any judicial relief regarding Rents or Leases,
the same shall in no way prevent the concurrent or subsequent employment of any other appropriate rights
or remedies nor shall same constitute an election of judicial relief for any foreclosure or any other
purpose Lender neither has nor assumes any obligations as lessor or landlord with respect to any Lease
The rights of Lender under this Article III shall be cumulative of all other rights of Lender under the Loan
Documents or otherwise
ARTICLE IV
Events Of Default
41 Events of Default An "Event of Default" shall be (i) the occurrence of an Event of
Default under the Loan Agreement or the Note or the occurrence of an event of default under any other
Loan Document, or (u) Grantor's failure to comply with Section 2 7 of this Deed of Trust, or (m)
Grantor's failure to perform, observe or comply with any of the other covenants, terms or conditions of
this Deed of Trust (other than Events of Default expressly covered in this Section 4 1) and such failure is
not cured within a period of thirty (30) days after written notice to Grantor
ARTICLE V
Foreclosure
5 1 Acceleration of Loan: Foreclosure Upon the occurrence of an Event of Default, the
entire balance of the Note, including all accrued interest and all other Secured Indebtedness, shall, at the
option of Lender, become immediately due and payable Upon failure to pay the Secured Indebtedness in
full at any stated or accelerated maturity, Lender may direct the Trustee to (and the Trustee shall, if so
directed) foreclose the lien of this Deed of Trust pursuant to the power of sale hereby granted or by
judicial proceeding.
52 Foreclosure. Power of Sale. The Trustee is hereby granted a power of sale and may sell
the Property (together with the Collateral), or such part or parts thereof or interests therein as Lender may
select, at public auction to the highest bidder for cash, after first having given such notice of hearing as to
commencement of foreclosure proceedings and obtained such findings or lea: o of court as then may be
required by law and then having given such notice and advertised the time and place of such sale in such
manner as then may be provided by law, and upon such sale and any resale and upon compliamc with the
law then relating to foreclosure proceedings, to convey title to the purchaser in fee simple Grantor agreeb
that in the event of a sale hereunder, Lender shall have the right to bid at such sale and shall have the right
to credit the Secured Indebtedness against the purchase price The Trustee may require the successful
bidder at any sale to deposit immediately with the Trustee cash or certified check in an amount up to ten
percent (10%) of the bid The bid may be rejected if the deposit is not immediately made. Pursuant to
Section 25-9.604(a), (b) and (c) of the North Carolina General Statutes (or any amendment thereto), the
Trustee is expressly authorized and empowered to expose to sale and sell, together with the Premises, any
portion of the Property which constitutes personal property, including without limitation the Collateral If
personal property is sold hereunder, it need not be at the place of sale The Property may be sold as a
whole or as separate parcels, and such sales may be conducted simultaneously or otherwise, all as the
Trustee, in its reasonable discretion, deems to he in the best interest of the parties Should the Trustee
21691733 11

elect to sell the Property as separate parcels, the exercise of the power of sale with respect to one or more
of such parcels shall not extinguish or otherwise affect the right to exercise the power of sale with respect
to the remainder of the Property
53 Proceeds of Sale Trustees Fees Following a foreclosure sale, the Trustee shall deliver to
the purchaser the Trustee's deed (and bill of sale as to any personalty) conveying the property so sold
without any covenant or warranty, expressed or implied The recitals in the Trustee's deed shall be prima
facie evidence of the statements made therein The Trustee shall apply the proceeds of such sale in
accordance with the requirements of applicable laws and to the extent consistent therewith, in the
following order (a) to all costs and expenses of the sale, including but not limited to all reasonable
attorneys' fees and legal expenses, advertising costs, auctioneer's fees, costs of title rundowns and lien
searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and
remediation fees, all court costs and charges of every character, and a reasonable fee to the Trustee of not
more than five percent (5%) of the gross sales price, (b) to the payment of all other Secured Indebtedness,
including specifically without limitation the principal, accrued interest and reasonable attorneys' fees due
and unpaid on the Note and the Loan Agreement and the amounts due and unpaid and owed to Lender
under this Deed of Trust, and (c) the excess, if any, to the person or persons legally entitled thereto If a
foreclosure proceeding is commenced by the Trustee but terminated prior to its completion, Grantor. shall
pay all expenses incurred by the Trustee, including reasonable attorneys' fees, and a reasonable fee to the
principal balance of the Note
priorTrustee
to he first public auction sale anee percent d not moree than five percent (5%) of the iprincipf the al balance of tnation he
Note if the termination occurs after the first public auction sale
ARTICLE VI
Additional Rights And Remedies Of Lender
61 Rights uuon an Event of Default Upon the occurrence of an Event of Default, Lender,
immediately and without additional notice and without liability therefor to Grantor, may do or cause to be
done any or all of the following: (a) take physical possession of the Property, (b) exercise its tight to
collect the Rents and profits; (c) enter into contracts for the completion, repair and maintenance of the
Premises, (d) expend loan funds and any rents, income and profits derived from the Property for payment
of any taxes, insurance premiums, assessments and charges for completion, :-pat: and maintenance of the
Premises, preservation of the lien of this Deed of Trust and satisfaction and fulfillment of any liabilities or
obligations of Grantor arising out of or in any way connected with the construction of the Improvements
on the Property whether or not such liabilities and obligations in any way affect, or mays affect,
sten of
ps s to
this Deed of Trust, (e) enter into leases demising the Property or any part thereof, (f) P
protect and enforce the specific performance of any covenant, condition or agreement in the Note, this
Deed of Trust, the Loan Agreement, or the other Loan Documents, or to aid the execution of any power
herein granted, and (g) generally, supervise, manage, and contract with reference to the Property as if
Lender were equitable owner of the Property Notwithstanding the occurrence of an Event of Default or
acceleration of the Secured Indebtedness, Lender shall continue to have the tight to pay money, whether
or not loan funds, for the purposes described in Sections 2 3, 2 8 and 2 13 hereof, and all such interest
thereon shall be secured hercuy Grantor also agrees that any of the foregoing rights and remedies of
Lender may be exercised at any time independently of 61c �zC "' of anv other such tights and re.madies,
and Lender may continue to exercise any or all such rights and remedies until the Event(s) of Default of
Grantor are cured with the consent of Lender or until foreclosure and the conveyance of the Property to
the highest bidder or until the Secured Indebtedness is otherwise satisfied or paid in full
62 Appointment of Receiver Upon the occurrence of an Event of Default, Lender shall be
entitled, without notice to Grantor or any other party and without regard to the adequacy of any security
21691733 12

RECEIVED
� APR 18 2013
for the Secured Indebtedness or the solvent of DCM i HI)CITY
y any party bound for Its payment, to the appointment of a
receiver to take possession of and to operate the Property, and to collect the rents, Issues, profits, and
income thereof, and all amounts collected by the receiver shall, after expenses of the receivership
(including reasonable attorneys' fees of the receiver) be applied to the payment of the Secured
Indebtedness The receiver shall have all rights and powers pemutted under the laws of the state where
the Property is located and such other powers as the court making such appointment shall confer. The
expenses, including receiver's fees, reasonable attomy's fees, costs and agent's compensation, incurred
pursuant to the powers herein contained shall be secured by this Deed of Trust The right to enter and
take possession of and to manage and operate the Property, and to collect the rents, issues and profits
thereof, whether by a receiver or otherwise, shall be cumulative to any other tight or remedy hereunder or
afforded by law, and may be exercised concurrently therewith or independently thereof Lender shall be
liable to account only for such rents, issues and profits actually received by Lender, whether received
pursuant to this Section 6 2 or Section 6 1 Notwithstanding the appointment of any receiver or other
custodian, Lender shall be entitled as secured party hereunder to the possession and control of any cash,
deposits, or Instruments at the time held by, or payable or deliverable under the terms of this Deed of
Trust, to Lender
63 Waiver of Certain Rights To the full extent Grantor may do so, Grantor agrees that
Grantor will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any appratsement, valuation, stay, extension or redemption, homestead,
moratorium, reinstatement, marshaling or forbearance, and Grantor, for Grantor, Grantor's heirs,
devisees, representatives, successors and assigns, and for any and all persons ever claiming any interest in
the Property, to the extent permitted by applicable law, hereby waives and releases all rights of
redemption, valuation, appratsement, stay of execution, notice of intention to mature or declare due the
whole of the Secured Indebtedness, notice of electron to mature or declare due the whole of the Secured
Indebtedness and all rights to a marshaling of assets of Grantor, mcioding the Property, or to a sale in
inverse order of alienation in the event of foreclosure of the liens and/or seccrity interests hereby created.
Grantor shall not have or assert any right under any statute or rule of law pertainuig to the marshaling of
assets, sale in inverse order cf alienation, the exemption of homestead, the administration of estate, ui
decedents, or other matters wharsoever to defeat, reduce or affect the tight of Lender under the terms of
this Deed of Trust to a sale of the Property for the collection of the Secured Indebtedness without any
prior or different resort for collection, or the right of Lender under th­IF or this Dh ed of Trust to the
payment of the Secured Indebtedness out of the proceeds of sale of the Property in preference to every
other claimant whatsoever Grantor waives any tight or remedy which Grantor may have or be able to
assert pursuant to any provision of North Carolina law, including, but not limited to, the tights or
remedies set forth in North Carolma Gen Stat §26-7, et seq , pertaining to the tights and remedies of
sureties If any law referred to in this Section and now in force, of which Grantor or Grantor's heirs,
devisees, representatives, successors or assigns or any other persons claiming any interest in the Property
rmght take advantage despite this Section, shall hereafter be repealed or cease to be in force, such law
shall not thereafter be deemed to preclude the application of this Section
64 Remedies Cumulative All remedies provided in this Deed of Trust, in the Note, in the
Loan Agreement and in the other Loan Documents are cumulative and may, at the electron of Lender, be
exercised alternatively, successively, or in any manner and are in addition to any other tights provided by
law
65 Suits to Protect the Prooertv Lender and the Trustee shall have power (a) to institute and
maintain such suits and proceedings as they may deem expedient to prevent any impairment of the
Property or the Collateral by any acts which may be unlawful or any violation of this Deed of Trust, (b) to
preserve or protect their interest in the Property and the Collateral, and (c) to restrain the enforcement of
or compliance with any legislation or other governmental enactment, rule or order that may be
21691733
13

unconstitutional or otherwise invalid, if the enforcement of or compliance with, such enactment, rule or
order would impair the security hereunder or be prejudicial to the interest of Lender
ARTICLE VII
General Conditions
71 Substitution of Trustee Lender shall have the irrevocable tight to remove the Trustee
herein named or any successor trustee without notice or cause and to appoint a successor Trustee by an
instrument in writing, duly acknowledged, in such form as to entitle such written instrument to be
recorded in lina, and in the event of the death, incapacity or
resignation of the Trhe ustee hereisters of n named or aeds of ny successor or trustee, Lender shall have the right to appoint a
successor thereto by such written instrument; and each new Trustee immediately upon recordation of such
instrument shall become successor in title to the Property for the uses and purposes of this Deed of Trust,
with all the powers, duties and obligations conferred on the original Trustee in the same manner and to
the same effect as though he were named herein as the Trustee
72 Terms The singular used herein shall be deemed to include the plural, the masculine
deemed to included the femmme and neuter, and the named parties deemed to include their heirs,
successors and assigns The term "Lender' shall include any payee of the Secured indebtedness or any
transferee thereof whether by operation of law or otherwise
73 Notices All notices, requests, consents, demands and other communications required or
which any party desires to give under his Deed of Trust shall be in writing and shall be deemed
sufficiently given or furmshed :f delivered by personal delivery, by nationally recognized overnight
couner service, or by registered or certified United States mail, postage prepaid, or by telecopy or as a
pdf or similar attachment to an e-mail (with a copy by marl), in any case, addressed to the party to whom
directed at the addresses set forth at the end of this Section (unless changed by smular notice in writing
_given by the particular party whose address is to be changed) Any such notice or communication shall be
deemed to have been given either at the time of actual receipt or, in the case of courier or marl, �s of the
date of first attempted delivery at the address and in the manner provided herein, provided, however, that
service of a notice required by any applicable statute shall be considered complete when the requirements -
of that statute are met, provided, further, if delivery of any notice or demand pursuant to this Section 8.4
occurs after 5.00 p in Central time or on a non business day, then such notice or demand so made shall be
deemed effective on the first business day after the day of actual delivery Notwithstanding the foregoing,
no notice of change of address shall be effective except upon actual receipt. The addresses of the parties
are as follows
to Grantor ForeverHome of Wilmington, LLC
2840 Plaza Place, Suite 360
Raleigh, North Carolina 27612
Attention Larry Lippincott
E-mail,[e-mail]
With Copy To Mannmg Fulton & Skinner, P A
3605 Glenwood Avenue, Suite 500
Raleigh, North Carohna 27612
Attention Alison R Cayton, q
E-mail cayton@mamungfirlton com
to the Trustee, Chicago Title ;urance Company
21691733 �14

245 E Friendly Ave, Suite 101 APR 18 2013
Greensboro, NC 27401
336-665-1314
E-mail: DCM-MRD Crry
to Lender- c/o Walton Street Capital, L L C
900 North Michigan Avenue
Chicago, IL 60611
Attention Mr Douglas Welker and Angela Lang, Esq
E-mail. [e-mail], Lang@waltonst com
With Copy To c/o Landeavor, LLC
14502 N Dale Mabry Hwy, Suite 327
Tampa, FL 33618
Attention* Adam T Lorry, Managing Principal
E-mail lorry@landeavor com
And With Copy To Pircher, Nichols & Meeks
900 North Michigan, Suite 1050
Chicago, Illinois 60611
Attention Real Estate Notices (MAB/CAM/File No 4 1463)
E-mail realestatenotices&ucher com (Subject Line
MAB/CAM/File No 4 1463), mbentamin&ircher com,
cmclendon(aloircher com
All fees or expenses of mail or overnight couner shall be paid by the sender. Personal delivery to a party
or to any officer, member, manager, agent or employee of such party at its address herein shall constitute
receipt Rejection or other refusal to accept or inability to deliver because of changed address of which
no notice has been received shall also constitute receipt _The attorneys for any party hereto shall be entitled
to provide any notice that a party desires to give or is required to give hereunder
74 Effective as a Financing Statement This Deed of Trust shall be effective as a financing
statement filed as a fixture filing with respect to all fixtures included within the Property and is to be filed
for record in the real estate records of each county where any part of the Property (including said fixtures)
is situated This Deed of Trust shall also be effective as a financing statement covering as -extracted
collateral (including oil and gas), accounts and general intangibles under the North Carolina Uniform
Commercial Code, as in effect from time to time, and is to be filed for record in the real estate records of
each county where any part of the Property is situated This Deed of Trust shall also be effective as a
financing statement covering any surplus of withheld funds resulting from the invalidity of "stop notice,,
claims or the failure of claimants to prosecute their claims to judgment and any other Property in which
an interest can be perfected by filing and may be filed in any other appropriate filing or recording office
The mathng address of Grantor and Lender are set forth in Section 7 3 of this Deed of Trust A carbon,
photographic or other reproduction of thus Deed of Trust or of any financing statement relating to this
Deed of Trust shall be sufficient as a financing statement for any of the purposes referred to in this
Section
75 Invalidation of Provisions Invalidation of anyone or morn of the provisions of this Deed
of Trust shall in no way affect any of the other provisions hereof, which shall remain in full force and
effect
21691733 15

76 Headines The captions and headings herein are inserted only as a matter of convenience
and for reference and in no way define, limit, or descnbe the scope of this Deed of Trust or the intent of
any provision hereof
77 Governing Law This Deed of Trust shall be governed by and construed under the laws
of the State of North Carolina
78 No Third -Party Benefrciary Grantor and Lender acknowledge that this Deed of Trust is
made solely for the benefit of the parties hereto and no third party should or may assume that any third -
party beneficiary rights are extended or created hereby
79 Successors and Assiens The terms, provisions, covenants and conditions hereof shall be
binding upon Grantor, and the helm, devisees, representatives, successors and assigns of Grantor, and
shall inure to the benefit of Trustee and Lender and shall constitute covenants running with the Land, All
references in this Deed of Trust to Grantor shall be deemed to include all such heirs, devisees,
representatives, successors and assigns of Grantor
710 No Liability of Trustee The Trustee shall not be liable for any error of judgment or act
done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances
whatsoever (including Trustee's negligence), except for Trustee's gross negligence or willful misconduct
The Trustee shall have the right to rely on any instrument, document or signature authorizing or
supporting any action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good
faith to be genuine All moneys received by Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be segregated in any manner
from any other moneys (except to the extent required by law), and Trustee shall be under no liability for
interest on any moneys received by Trustee hereunder Grantor hereby ratifies and confirms any and all
acts which the herein named Trustee or its successor or successors, substitute or substitutes, in this trust,
shall do lawfully by virtue hereof Grantor will reimburse Trustee for, and save Trustee harmless against,
any and all liability and expenses which may be incurred by Trustee in the performance of its duties The
foregoing indemnity shall not terminate upon discharge of the Secured Indebtedness or foreclosure, or
release or other termination, of this Deed of Trust
7 11 Limitation on Lender's Lmabibty Lender's liability shall be ]united as set forth in Section
8 18 of the Loan Agreement
712 Join and Several Liability for Loan The provisions of Section 819 of the Loan
Agreement are hereby incorporated by reference into this Deed of Trust to the same extent and with the
same force as if fully set forth herein.
713 Cross Default Cross-Collateralizalm . The provisions of Section 8 20 of the Loan
Agreement are hereby incorporated by reference into this Deed of Trust to the same extent and with the
same force as of fully set forth herein
7 14 Co -Borrower Provisions Grantor acknowledges that neither Grantor nor Other Borrower
(each of Grantor and Other Borrower are referred to for purposes of this Section as a "C-nwior Party"
and together as the "Grantor Parties") constitutes a guarantor bece:ise ,,a Grantor Party is fully
responsible for the obligations secured by this Deed of Tgs ;,d the Land Deed of Trust (referred to
herein, together, as the "Deeds of Trust"), subject :;.'.;e limitations of liability expressly set forth in the
Deeds of Trust and in the Loan Agree_ 3::i (and Grantor hereby waives any claim to the contrary) In
addition, and with li a :on ou the foregoing waiver or any other waivers contained in this Deed of
Trust
2169193 � 16

lEM
APR 18 2013
(a) Obligation Absolute Grantor hereby unconditionally waives any defense to the
enforcement of this Deed of Trust based on the characterization of Grantor d $ItMTdf and
without limitation,
(1) The obligations of Grantor hereunder shall remain in full force and effect without
regard to, and shall not be affected or impaired by the following, nor shall any of the following
give Grantor any recourse or right of action against Lender
(1) Any express or implied amendment, modification, renewal, addition,
supplement, extension (including extensions beyond the original term) or acceleration of
or to any of the Loan Documents,
(2) Any exercise or non -exercise by Lender of any right or privilege under
the Loan Documents,
(3) Any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to any Grantor Party, or any
guarantor (which term shall include any other party at any time directly or contingently
liable for any of Grantor's obligations under the Loan Documents) or any affiliate of any
Grantor Party, or any action taken with respect to the Loan Documents by any trustee or
receiver, or by any court, in any such proceeding, whether or not Grantor shall have had
notice or knowledge of any of the foregoing,
(4) Any release or discharge of FOW 11 from its liability under any of the
Loan Documents or any release or discharge of any endorser or guarantor or of any other
party at any time directly or contingently liable for the obligations secured by the Deeds
of Trust,
(5) Any subordination, compromise, release (by operation of law or
otherwise), discharge, compound, collection, or liquidation of any or all of the property
or other collateral described in any of the Loan Documents or otherwise in any manner,
or any substitution with respect thereto,
(6) Any assignment or other transfer of any of the Loan Documents,
(7) Any acceptance of partial performance of the obligations,
(8) Any transfer or consent to the transfer of the property described in the
Loan Documents (or any portion thereof) or any other collateral described in the Loan
Documents or otherwise (by one or more of the Grantor Parties), and
(9) Any bid or purchase at any sale of the property or any other collateral
described in the Loan Documents or otherwise.
(b) Waivers Grantor unconditionally waives any defense to the enforcement of this
Deed of Trust, including
(1) All presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, and notices of acceptance of the Loan Documents,
21691733 17

(n) Any right to require Lender to proceed against any other Grantor Party or any
guarantor at any time or to proceed against or exhaust any security held by Lender at any time or
to pursue any other remedy whatsoever at any time,
(ui) The defense of any statute of limitations affecting the liability of Grantor
hereunder, the liability of FOW II or any guarantor under the Loan Documents, or the
enforcement hereof, to the extent permitted by law,
(iv) Any defense ansing by reason of any invalidity or unenforceabihty of (or any
limitation of liability in) any of the Loan Documents or any disability of any Grantor Party or any
guarantor or of any manner in which Lender has exercised its rights and remedies under the Loan
Documents, or by any cessation from any cause whatsoever of the liability of any Grantor Party
or any guarantor,
(v) Without limitation on clause (4) above, any defense based upon any lack of
authority of the officers, directors, partners or agents acting or purporting to act on behalf of any
Grantor Party or any principal of any Grantor Party or any defect in the formation of any Grantor
Party or any principal of any Grantor Party,
(vi) Any defense based upon the application by any Grantor Party of the proceeds of
the Loan for purposes other than the purposes represented by such Grantor Party to Lender or
intended or understood by Lender or such Grantor Party,
(vii) Any defense based upon an election of remedies by Lender, including any
election to proceed by judicial or nonjudicial foreclosure of any security, whether real property or
personal property security, or by deed in lieu thereof, and whether or not every aspect of any
foreclosure sale is commercially reasonable, or any electron of remedies, including remedies
relating to real property or personal property security, which destroys or otherwise impairs the
subrogation rights of any Grantor Party or the rights of any Grantor Party to proceed against any
other Grantor Party or any guarantor for reimbursement, or both,
(vin) Any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in any other aspects more burdensome
than that of a principal,
(ix) Any defense based upon Lender's election, in any proceeding instituted under the
Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy
Code or any successor statute,
(x) Any defense based upon any borrowing or any grant of a security interest under
Section 364 of the Federal Bankruptcy Code,
(xi) Any duty of Lender to advise any Grantor Party of any information known to
Lender regarding the financial condition of any other Grantor Party and all other circumstances
affecting any other Grantor Party's ability to perform its obligations to Lender, it being agreed
that Grantor assumes the responsibility for being and keeping informed regarding such condition
or any such circumstances, and
(xn) Any right of subrogation, reimbursement, exoneration, contribution or indemnity,
or any right to enforce any remedy which Lender now has or may hereafter have against any
;a
21691733 I I 18

RECEIVED
APR 18 2013
DCM-MBDCffY
other Grantor Party or any benefit of, or any right to participate in, any security now or hereafter
held by Lender
(c) Subrogation Grantor understands that the exercise by Lender of certain rights
and remedies may affect or eliminate Grantor's right of subrogation against any other Grantor
Party or any guarantor and that Grantor may therefore incur partially or totally nonreimbursable
liability hereunder Nevertheless, Grantor hereby authorizes and empowers Lender, its
successors, endorsees and assigns, to exercise in its or their sole discretion, any rights and
remedies, or any combination thereof, which may then be available, it being the purpose and
intent of Grantor that the obligations hereunder shall be absolute, continuing, independent and
unconditional under any and all circumstances Notwithstanding any other provision of this Deed
of Trust to the contrary, Grantor hereby waives and releases any claim or other rights which
Grantor may now have or hereafter acquire against any other Grantor Party or any guarantor of all
or any of the obligations of Grantor hereunder that anse from the existence or performance of
Grantor's obligations under this Deed of Trust or any of the other Loan Documents, including any
right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to
participate in any claim or remedy of Lender against any other Grantor Party or any collateral
which Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, by any payment made hereunder or otherwise,
including, without limitation, the right to take or receive from any other Grantor Party, directly or
indirectly, in cash or other property or by setoff or in any other manner, payment or security on
account of such claim or other rights In addition, Grantor waives all rights and defenses that
Grantor may have because the debtor's debt is secured by real property. This means, among
other things
(r) The creditor may collect from the guarantor without first foreclosing on any real
or personal property collateral pledged by the debtor
(n) If the creditor forecloses on any real property collateral pledged by the debtor
(A) the amount of the debt may be reduced only by the price for which the collateral is sold at the
foreclosure sale, even if the collateral is worth more than the sale price; and (B) the creditor may
collect from the guarantor even if the creditor, by foreclosing on the real property collateral, has
destroyed any right the guarantor may have to collect from the debtor. This is an unconditional
and irrevocable waiver of any rights and defenses the guarantor may have because the debtor's
debt is secured by real property
(d) Additional Waivers Grantor shall not be released or discharged, either in whole
or in part, by Lender's failure or delay to (i) perfect or continue the perfection of any lien or
security interest in any collateral which secures the obligations of any other Grantor Party,
Grantor, or any guarantor, or (n) protect the property covered by such lien or security interest
(e) Independent Obligation . The obligation of Grantor hereunder is independent of
the obligation of any other Grantor Party and, in the event of any default hereunder, a separate
action or actions may be brought and prosecuted against Grantor whether or not Grantor is the
alter ego of any other Grantor Party and whether or not any other Grantor Party is joined therein
or a separate action or actions are brought against any other Grantor Party Lender's rights
hereunder shall not be exhausted until all of the obligations secured by this Deed of Trust have
been fully paid and performed
(f) Subordination Without limitation on the waiver and release contained in
subsection 7 14(c) above
21691733 19

(1) Grantor subordinates all present and future indebtedness owing by any other
Grantor Party to Grantor to the obligations at any time owing by any other Grantor Party to
Lender under the Loan Agreement and the other Loan Documents Grantor assigns all such
indebtedness to Lender as security for this Deed of Trust, the Loan Agreement and the other Loan
Documents
(n) Grantor agrees to make no claim on such indebtedness until a]I obligations of any
other Grantor Party under the Loan Agreement and the other Loan Documents have been fully
discharged
(m) Grantor further agrees not to assign all or any part of such indebtedness unless
Lender is given prior notice and such assignment is expressly made subject to the terms of this
Deed of Trust. If Lender so requests, (i) all instruments evidencing such indebtedness shall be
duly endorsed and delivered to Lender, (it) all security for such indebtedness shall be duly
assigned and delivered to Lender, (iii) such indebtedness shall be enforced, collected and held by
Grantor as trustee for Lender and shall be paid over to Lender on account of the Loan but without
reducing or affecting in any manner the liability of Grantor under the other provisions of this
Deed of Trust, and (iv) Grantor shall execute, file and record such documents and instruments
and take such other action as Lender deems reasonably necessary or appropriate to perfect,
preserve and enforce Lender's rights in and to such indebtedness and any security therefor If
Grantor falls to take any such action, Lender, as attorney -in -fact for Grantor, is hereby authorized
to do so to the name of Grantor The foregoing power of attorney is coupled with an interest and
cannot be revoked
(g) Bankruptcy No Discharge: Repayments So long as any of the obligations
secured hereunder shall be owing to Lender, Grantor shall not, without the prior written consent
of Lender, commence orjoin with any other party in commencing any bankruptcy, reorganization
or insolvency proceedings of or against any other Grantor Party Grantor understands and
acknowledges that by virtue of this Deed of Trust, it has specifically assumed any and all risks of
a bankruptcy or reorganization case or proceeding with respect to any other Grantor Party As an
example and not in any way of limitation, a subsequent modification of the obligations secured by
this Deed of Trust in any reorganization case concerning any other Grantor Party shall not affect
the; obligation of each such Grantor Party to pay and perform the obligations secured by this Deed
of Trust and the Land Deed of Trust in accordance with its original terms In any bankruptcy or
other proceeding in which the filing of claims is required by law, Grantor shall file all claims
which Grantor may have agamst any other Grantor Party relating to any indebtedness of any other
Grantor Party to Grantor and shall assign to Lender all rights of Grantor thereunder If Grantor
does not file any such claim, Lender, as attorney -in -fact for Grantor, is hereby authorized to do so
in the name of Grantor or, in Lender's discretion, to assign the claim to a nominee and to cause
proof of claim to be filed in the name of Lender's nominee The foregoing power of attorney is
coupled with an interest and cannot be revoked Lender or its nominee shall have the right, in its
reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any
other action which a party filing a:claim is entitled to do In all such cases, whether in
administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall
pay to Lender the amount payable on such claim and, to the full extent necessary for that purpose,
Grantor hereby assigns to Lender all of Grantor's rights to any such payments or distributions,
provided, however, Grantor's obligations hereunder shall not be satisfied except to the extent that
Leader receives cash by reason of any, such payment or distribution if Lender receives anything
hereunder other than cash, the same shall be held as collateral for amounts due under this Deed of
Trust Notwithstanding anything to the contrary herein, the liability of Grantor shall be reinstated
an&revised, and the rights of Lender shall continue, with respect to any amount at any time paid
21691733 „ 20
e+
S�

by or on behalf of any Grantor Party on account of the Loan Agreement or the other Loan
Documents which Lender shall restore or return by reason of the bankruptcy, insolvency or
reorganization of any Grantor Party or for any other reasons, all as though such amount had not
been paid
[SIGNATURE AND NOTARY ON NEXT PAGE]
RECEWED g
APR 18 2013
DCM-MUD CITY
21691733 21

IN -WITNESS WHEREOF, the undersigned Grantor has caused these presents to be executed and
delivered as of the day and year first written above
FOREVERHOME OF WILMINGTON III LLC,
a North Carolina limited liability company
By
Name Joseph Reese
Title Operations Manager
STATE OF North Carolina
COUNTY OF New Hanover
(Place of Acknowledgement)
1 certify that the following person personally appeared before me this day, acknowledging to me
that he voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated Joseph Reese
Date, Septemberl9 , 2012
LO-YI IPA -
A-
- U
(OJ�ciB�Segl) ��
L cc— 7' Ai,& Z+
Official Signature hfNotafy
Kelly Repko
Notary's printed or typed name, Notary Public
My commission expires 5-5-2017
21691733 ' S-1

EXHIBIT A
TO DEED OF TRUST ASSIGNMENT OF RENTS AND LEASES.
SECURITY AGREEMENT AND FIXTURE FILING
Leal Descrlptlon
[See attached
9Lg rREC.EIM
APR 19 2013
21691733 A-1

LEGAL DESCRIPTION
Lying and being situate in New Hanover County, North Carolina, and more particularly described as
follows.
BEING ALL of Tract 1, as shown on that map recorded in Map Book 42 at Page 120, of the New
Hanover County Registry, reference to which map is hereby made for a more particular description
TOGETHER WITH all riparian rights applicable to the above -mentioned Tract 1, including rights to
access the channel running to the Intra Coastal Waterway, and also the residual marsh lands bounded
on the north by the Old Livingston Tract, referred to in the deed recorded in Book 922 at Page 922 of
the New Hanover County Registry
TOGETHER WITH an easement for access to and from the above -referenced property over and
across that certain area designated as "20.0' Road Right -of -Way - Map Book 5 at Page 20, as shown
on the plat recorded in Map Book 35 at Page 46, of the New Hanover County Registry, and as
referenced in deeds recorded in Book 2523 at Page 389, Book 2523 at Page 391, and Book 2523 at
Page 3941 all of the New Hanover County Registry.
TOGETHER WITH all those rights, benefits, covenants, conditions and easements pursuant to the
terms of that certain Declaration of Covenants, Conditions and Restrictions for Anchors Bend Yacht
Club recorded December 14, 2007 in Book 5260 at Page I of the New Hanover County Registry, as
amended by that certain Amendment to Declaration of Covenants, Conditions and Restrictions for
Anchors Bend Yacht Club recorded July 21, 2008 in Book 5333 at Page 587 of the New Hanover
County Registry, as assigned to WSLD Anchors Bend VI, L L.C. by that certain Quitclaim Transfer
and Assignment of Charter Member Rights and Charter Memberships recorded in Book 5640, Page
563 of the New Hanover County Registry, as further assigned to WSLD Anchors Bend M-VI, L.L.C.
by that certain Quitclaim Transfer and Assignment of Charter Member Rights and Charter
Memberships recorded in Book 5654, Page 2370 of the New Hanover County Registry, as otherwise
supplemented, amended or modified, to the extent same constitute real property title interests under
North Carolina law
THE LAND ALSO BEING DESCRIBED AS.
Beginning at an existing iron pipe in the Southern 20' mad right of way as referenced to Map Book 5
Page 20'in the Office of the New Hanover County, North Carolina Register of Deeds at the
Southeast comer of Charles M and Jennifer F Davis property as recorded in Deed Book 1974 Page
171 Said existing iron pipe being S 53° 00' 38" E 321.29' from an existing Mag Nail that is S 12° 53'
31 " W 150 56' from an existing iron rebar that is S 310 26' 46" W 511.46' from an existing iron rebar
having coordinates of N-187,424 21 and E-2,368,634.93 as referenced to NAD 83(CORS96). Said
existing iron pipe being the place and Point of Begriming,
1. Thence with the Eastern property line of said Charles M & Jennifer F Davis as referenced
above and running N 26° 08' 23" E 99 63' to an existing iron pipe
2 Thence continuing and running 23° 37' 37" W 199.33' (passing over a new iron pipe set at
185.00') to a point in the mean high water line of a manna basin
1
i
21752872 1
r
i

3 Thence running along the mean high waterline of a manna basin and running N 75° 50' 50"
E 88 51' to a point
4 Thence continuing N 58° 37' 09" E 79 95' to a point
5 Thence continuing N 66° 43' 25" E 57 46' to a point RECEIVED
6 Thence continuing S 87° 16' 44" E 66 87'to a point APR 18 2013
7 Thence continuing S 69' 53' 00" E 76 30' to a point.
8. Thence continuing S 570 13' 51" E 93 19' to a point.
9 Thence continuing N 38° 26' 44" E 7 99' to a point.
10 Thence continuing S 81" 12' 34" E 28 36' to a point
11. Thence continuing S 491 08'50" E 202 09' to a point
12 Thence continuing S 34" 52' 17" E 115.08' to a point in the Northern property line of Juha R.
Aclver as recorded in Deed Book 4178 Page 250
13. Thence with said Northern property line and leaving said mean high water line and running S
420 26' 42" W 30.00' to an existing iron rebar.
14 Thence continuing N 41" 38' 10" W 72.73' to an existing iron rebar.
15. Thence continuing N 47" 3114511 W 231651 to an existing iron rebar
16 Thence continuing N 80° 52' 34" W 92 64' to an existing iron rebar.
17 Thence continuing S 350 36' 10" W 180 62' to an existing iron rebar in the Northern property
line of Esso & Beatrice Clemmons as recorded in Deed Book 4996 Page 2917
18 Thence with said Northern property line and running N 60" 09' 11 " W 104.28' to an existing
iron pipe.
19 Thence continuing S 261 08' 23" W 200 76' to an existing concrete monument in the
Northern property line of Middle Sound landing as recorded in Map Book 56 Page 77
20 Thence with said Northernproperty line and running N 531 01'37" W 30.521to the place and
point of beginning
Containing 184 Acres and being the same property described as Tract 1 as recorded in Map Book 42
Page 120
21752972

mill)
JENNIFER H MACNEISH
REGISTER OF DEEDS, NEW HANOVER
216 NORTH SECOND STREET
WILMINGTON, NC 28401
•aaaxxannffa/Itxf Mxu»afwfxwxxxxfaataaaaaa»afaftafxftfxwwuunnf IfatfxauawatwataaalaxYwxfwaxwbaaufaaftfautftfa
Filed For Registration
Book:
Document No:
Recorder
09121/2012 01.18:36 PM
RE 6673 Page ,1927-1952
2012032333
26 PGS $96 00
CRESWELL, ANDREA
State of North Carolina, County of New Hanover
PLEASE RETAIN YELLOW TRAILER PAGE WITH ORIGINAL DOCUMENT
*2012032333*
2012032333

N
Prepared by and Return to
Grantor's Address.
MINIMUM
2012032343
FOR REGISTRATION REGISTER OF DEEDS
IEN'ER
NEWNHANOVER COUNTYNO
BK 56773 PG 2054-2061 FEE $ 00
INSIR REV W p 20 20MP 32A
James B Snow III
Hogue Hill, LLP
P.O. Drawer 2178
101 South Third Street
Wilmington, NC 28402-2178
phone [phone]
Foreverhome Of Wilmington II LLC
2840 Plaza Place, Suite 360
Raleigh, NC 27612
Grantee's Address Robert H. Hall, Trustee Of
The Damas II Charitable Remainder Trust
P O Box 1750
Apex, NC 27502
Tax Parcel Nos R04517-003-007-000
Excise Stamps
STATE OF NORTH CAROLINA
COUNTY OF WAKE
NORTH CAROLINA NON -WARRANTY DEED
RECEIVED
APR 18 2013
DCINiAMD CITY
THIS NORTH CAROLINA NON -WARRANTY DEED is made as of the _L_ day of September,
2012, by and between FOREVERHOME OF WILMINGTON III LLC, a North Carolina limited liability
company ("Grantor"), ROBERT H. HALL, TRUSTEE OF THE DAMAS 11 CHARITABLE
REMAINDER TRUST and ("Grantee'), the designation Grantor and Grantee as used herein shall include
said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or
neuter as required by context,
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey and quitclaim
unto the Grantee in fee simple, an undivided one-quarater (1/4) interest in and to that certain lot or parcel of
land situated in New Hanover County, North Carolina and more particularly described as follows
Anchors Bend - Deed 25% INT to Dame 11

See Exhibit A attached hereto and incorporated herein by reference
The property heremabove described was acquired by Grantor by instruments recorded in Book
at Page and Book at Page in the Office of the Register
of Deeds for New Hanover County
No portion of the property herein conveyed includes the primary residence of Grantor.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple.
No warranty, express or implied, of title or otherwise, is given by Grantor to Grantee.
Title to the property heremabove described is subject to the following exceptions
See Exhibit B attached hereto and incorporated herein by reference
[REMAINDER OF PAGE INTENTIONALLY BLANK]
Anchors Bend— Deed 25% M to Dames m

IN WITNESS WHEREOF, the Grantor has hereunto caused this instrument to be executed by
authority duly given as of the day and year first above written
FOREVERHOME OF WILMINGTON III LLC, a North
Carolina him d h dny company (SEAL)
By: r (SEAL)
Joseph Reese, Operations Manager
RECEIVED
APR 18 2013
i17Nubk1r,I:11iNY�ij
Awhm Bead - Deed 25% INT w Dame 11

STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVER
1, Belly Repko , a Notary Public, certify that the following person(s) personally
appeared before me this day, and I further certify that: -
(Check one box only, complete all applicable blanks, mark all inapplicable blanks "N/A")
0 I have personal knowledge of the identity of the principal(s);
❑ I have seen satisfactory evidence of the principal's identity, by a current state or federal
identification with the principal's photograph in the form of a
❑ A credible witness, _
the identity of the prncipal(s);
(insert name of witness), has swom to
each acknowledging to me that he or she voluntarily signed the foregoing document for the
purpose stated therein and in the capacity indicated:
N on behalf of endtv incliule office held and endtv name
Joseph Reese Operations Manager of FOREVERHOhM OF VMAIINGTON III LLC
Where Capacity indicated is on behalf of an entity not a natural person, the natural persons
named also each acknowledged to me that signature was on behalf of and as the act of the entity.
Date: September 19, 2012 A! ^' sI�-y "— , Notary Public
Belly IfepkS
�Y t R E p �/i (print Notary Public name[required])
J V 4.4k 5-5-2017
(Official � O �% My commission expires:
s
w0TARY
Avehm Bwd— need 25% INC io Dame n

R
EXHIBIT A APR 1
2013
LEGAL DESCRIPTION DCM mFIDMV
Lying and being situate in New Hanover County, North Carolina, and more particularly described as
follows:
BEING ALL of Tract 1, as shown on that map recorded in Map Book 42 at Page 120, of the New
Hanover County Registry, reference to which map is hereby made for a more particular description.
TOGETHER WITH all riparian rights applicable to the above -mentioned Tract 1, including rights to
access the channel running to the Intra Coastal Waterway, and also the residual marsh lands bounded
on the north by the Old Livingston Tract, referred to in the deed recorded in Book 922 at Page 922 of
the New Hanover County Registry.
TOGETHER WITH an easement for access to and from the above -referenced property over and
across that certain area designated as "20.0' Road Right -of -Way - Map Book 5 at Page 20, as shown
on the plat recorded in Map Book 35 at Page 46, of the New Hanover County Registry, and as
referenced in deeds recorded in Book 2523 at Page 388; Book 2523 at Page 391; and Book 2523 at
Page 394, all of the New Hanover County Registry.
TOGETHER WITH all those rights, benefits, covenants, conditions and casements pursuant to the
terms of that certain Declaration of Covenants, Conditions and Restrictions for Anchors Bend Yacht
Club recorded December 14, 2007 in Book 5260 at Page 1 of the New Hanover County Registry, as
amended by that certain Amendment to Declaration of Covenants, Conditions and Restrictions for
Anchors Bend Yacht Club recorded July 21, 2008 in Book 5333 at Page 587 of the New Hanover
County Registry, as assigned to WSLD Anchors Bend VI, L.L.C. by that certain Quitclaim Transfer
and Assignment of Charter Member Rights and Charter Memberships recorded in Book 5640, Page
563 of the New Hanover County Registry, as further assigned to WSLD Anchors Bend M-VI, L.L.C.
by that certain Quitclaim Transfer and Assignment of Charter Member Rights and Charter
Memberships recorded in Book 5654, Page 2370 of the New Hanover County Registry, as otherwise
supplemented, amended or modified, to the extent same constitute real property title interests under
North Carolina law,
The Land also being described as:
Beginning at an existing iron pipe in the Southern 20'road right of way as referenced to Map Book 5
Page 20 in the Office of the New Hanover County, North Carolina Register of Deeds at the
Southeast comer of Charles M. and Jennifer F. Davis property as recorded in Deed Book 1974 Page
171. Said existing iron pipe being S 53' 00' 38" E 321.29' firm an existing Mag Nail that is S 12' 53'
31 " W 150.56' from an existing iron rebar that is S 31 ° 26' 46" W 511.46' from an existing iron rebar
having coordinates ofN-187,424.21 and E-2,368,634.93 as referenced to NAD 83(CORS96). Said
Pxisting iron pipe being the place and Point of Beginning,
Thence iu, , " Eastern property ]me of said Charles M. & Jennifc, r. Davis as referenced
above and running _. 2U ai, existing iron pipe.
2. Thence continuing and running N 23' 3T 37" W 199.33' (passing over anew iron pipe set at
185.00') to a point in the mean high v,ater line of a manna basin.
2175373 1

Thence running along the mean high waterline of a marina basin and running N 75' 50' 50"
E 88.51' to a point.
4. Thence continuing N 58' 37' 09" E 79.95' to a point.
5. Thence continuing N 66° 4312511 E 57 46' to a point
6. Thence continuing S 87' 16' 44" E 66.87' to a point.
7. Thence continuing S 69° 53' 00" E 76.30' to a point.
8. Thence continuing S 57' 13' 51" E 93.19' to a point.
9. Thence continuing N 38" 26' 44" E 7.99' to a point.
10 Thence continuing S 81" 12' 34" E 28.36' to a point.
11. Thence continuing S 49" 08' 50" E 202.09' to a point.
12. Thence continuing S 34° 52' 17" E 115.08'to a point in the Northern property line of Juha R.
Aclver as recorded m Deed Book 4178 Page 250.
13. Thence with said Northern property line and leaving said mean high water line and running S
42" 2642" W 30 00' to an existing iron rebar.
14. Thence continuing N 41° 38' 10" W 72.73' to an existing iron rebar.
15. Thence continuing N 47° 31' 45" W 231.65' to an existing iron rebar. .
16. Thence continuing N 801 52' 34" W 92.64' to an existing iron rebar
17. Thence continuing S 35* 36' 10" W 180.62'to an existing ironrebar in the Northern property
line of Esso & Beatrice Clemmons as recorded in Deed Book 4996 Page 2917.
18. Thence with said Northern property line and running N 60° 09' 11 " W 104.28' to an existing
iron pipe.
19. Thence continumg S 26' 08' 23" W 200.76' to an existing concrete monument in the
Northern property line of Middle Sound Landing as recorded in Map Book 56 Page 77.
20. Thence with said Northem property line and running N 53' 01' 37" W 30.52'to the place and
--point of beginning.
Contaiciirg 1.84 Acres and being the same property described as Tract 1 as recorded in Mar Book 42
-- _ -- ,-dge 12u
2175373 1 / 2

EXHIBIT B
PERMITTED EXCEPTIONS
Marina Parcel Only
RECEIVED
t
APR 18 2013
DCM-MHD CITY
t • General Real EafateTsxes for the year 2013, and subsequent years, a lien not yet due or payable.
2 Riparian and/or Ilttcral rights Incident to the Land, rights of others in and to the continuous and uninterrupted new
of the waters boundkig or crossing the Land; no to any portion of the Lard owned by any govermental entity
Including, but not inked to, marsh, dredged andor fllied areas and Land below the mean "star mark, Land
below the mean hlglFwater mark and the right to maintain any dock pier, boathouse or related Improvement
and rights of the general public, acquired by previous adverse use or by local custom with reaped to
the special nature of sessile treadles, to use any part of the Land seaward of the natured line of vageta8ar or the
extreme high-water line as a public beach or recreational area.
3. Any easement, setback or ancroaohment disclosed by survey enbtied ALTAIACSM Land Title Survey for REDU3
NC COASTAL, LLC' by Paul 0. Talbot, P.L.S. of Talbot Lard Surveying, P.C. dated Apgl 15, 2D22 and last revised
May 1D, 2012.
4 Rights of tenants In possession, as tenants only, under unra;�,,ced boat slip leases.
5. Terms, provisions, right of first refusal, covensiois, conditions, rewlacins, easements, charges, assessment$, and
liens provided for in Inatrtment(s) filed ?t� record ki Book 5260, page 1 and Book 6333, Pages 587 and 597, but
omitting any covenants or raebictic ,k any, based upon race, cola, religion, sax, sexual orientation, familial
status, merkal status dlaablls, 'r, handkap, national origin, ancestry, or source of income, as set forth In applicable
state or federal laws A� apt to the extent that said covenant or restriction Is permitted by applicable law.
6. Any easement setback or encroachment disclosed by ptatfa) recorded In Map Book 42, Page 120, Map Book 35,
Page 48 and Map Book 5, Page 20.
7. Easemer1% io Carolina Power and Light Company recorded In Book 1159, page 1224, Bock 1159, Page 1599
and Book 1217, Pragr 1943,
8. Roadway andlar Easement Paving Ay.^+ement recorded In Book 27e2, page 43.
9. Declaration of Road Easement Rights and Respo,._iblifts recorded in Book 3212, Page 831, as amended by
Pint Amendment to Dedaration of Road Easement Riy41e and Responsibilities recorded In Book 3242, Page
445, a amended
Pap
38 Second Amendment to Declaration a, „=vd Easement Righs and Responsibilities recorded
10. Storm Facing Maintenance Dsdaration recorded in Book 3496, page 369,
11 Balance Purchase Money Deed Of Trust, Assignment Of Rents And Leases, Security Agreement And Fixture Filing, from Foreverhome of Wilmington III LLC to Chicago Title Insurance Company, Trustee for WSLD
ANCHORS SEND VI, L L C, and WSLD ANCHORS BEND M-VI, L L C, securing a balance purchase money
Promissory note in the original principal amount of $6,550,000 00, to be recorded prior to this instrument,
12 Collateral Assignment Of Charter Member Rights And Charter Memberships from FOREVERHOME OF
WILMINGTON III LLC to WSLD ANCHORS BEND M-VI, L L C, securing a balance purchase money promissory
note in the original principal amount of $6,550,000 00,to be recorded prior to this instrument,
13 UCC-1 Financing Statement fixture filing, naming FOREVERHOME OF WILMINGTON 11 LLC and FOREVERHOME
OF WILMINGTON III LLC as Debtor and WSLD ANCHORS BEND VI, L L C and WSLD ANCHORS BEND M-IV,
L L C, as Secured Party, to be recorded prior to this instrument,

JENNIFER H MACNEISH
REGISTER OF DEEDS, NEW HANOVER
216 NORTH SECOND STREET
WILMINGTON. NC 28401
if itltgtlwtffffi5tltlihMftftfwfMftSi;fshffffwtltlflwpff5ipi;fww4iTNtiwitwfiNhfiiafiflffu}1HiLQHuiH»tuMMw
Filed For Registration:
Book:
Document No
NC REAL ESTATE EXCISE TAX
Recorder:
0912112012 01:23:07 PM
RE 5673 Page: 2054-2061
2012032343
8 PGS $26.00
$1.00
CRESWELL,ANDREA
State of North Carolina, County of New Hanover
PLEASE RETAIN YELLOW TRAILER PAGE WITH ORIGINAL DOCUMENT.
*2012032343*
2012032343

Project Name '�AE(1d5/� �/nG/'/ CIt.
i 3Z�9c
Assigned to (rar/DYI Assigned on
Prepare for signature following review by other Assistant Major Permits Coordinator
Date draft permit given to other Assistant Major Permits Coordinator
Date reviewed by other Assistant Major Permits Coordinator
Prepare draft for review by Major Permits Coordinator
Date draft permit given to Major Permits Coordinator
Date reviewed by other Major Permits Coordinator
Other
Written approval from DWQ is/is not required for this project.

�� �
I�CDENR
North Carolina Department of Environment and Natural Resources
Division of Coastal Management
Pat McCrory
Governor
Foreverhome of Wilmington 11, LLC
8311 Bandford Way, Suite 001
Raleigh, N.C. 27615
Dear Sir or Madam:
Braxton C. Davis
Director
May 16, 2013
John E. Skvarla, III
Secretary
The enclosed permit constitutes authorization under the Coastal Area Management Act, and where applicable, the
State Dredge and Fill Law, for you to proceed with your project proposal. The original (buff -colored form) is retained by
you and it must be available on site when the project is inspected for compliance. Please sign both the original and the
copy and return the copy to this office in the enclosed envelope. Signing the permit and proceeding means you have
waived your right of appeal described below.
If you object to the permit or any of the conditions, you may request a hearing pursuant to NCGS 113A-121.1 or
113-229. Your petition for a hearing must be filed in accordance with NCGS Chapter 150B with the Office of
Administrative Hearings, 6714 Mail Service Center, Raleigh, NC 27611-6714, [phone] within twenty (20) days
of this decision on your permit. You should also be aware that if another qualified party submits a valid objection to the
issuance of this permit within twenty (20) days, the matter must be resolved prior to work initiation. The Coastal
Resources Commission makes the final decision on any appeal.
The project plan is subject to those conditions appearing on the permit form. Otherwise, all work must be carried
out in accordance with your application. Modifications, time extensions, and future maintenance requires additional
approval. Please read your permit carefully prior to starting work and review all project plans, as approved. If you are
having the work done by a contractor, it would be to your benefit to be sure that he fully understands all permit
requirements.
From time to time, Department personnel will visit the project site. To facilitate this review, we request that you
complete and mail the enclosed Notice Card just prior to work initiation. However, if questions arise concerning permit
conditions, environmental safeguards, or problem areas, you may contact Department personnel at any time for assistance.
By working in accordance with the permit, you will be helping to protect our vitally important coastal resources.
Sincerely,
Douglas V. Haggett
Major Permits and Consistency Manager
Enclosure
400 Commerce Ave., Morehead City, NC 28557
Phone: [phone] FAX: [phone] Internet: wvvw.nccoastalmanagement.net
An Equal Opportunity 1 Affirmalove Action Employer

D-IM Coordinator: ~(� ("fn )r•,-
MAILING DISTRIBUTION SHEET
[�,Z.,TR M
Permit #: /? 2 --C2 4
DCM Field Offices
Elizabeth City (with revised work plan drawings)
Morehead City
Washington /
Wilmington
US ACOE Offices:
Washington: Raleigh Bland
Tracey Wheeler
William Westcott (NC DOT)
Bill Biddlecome (NC DOT)
Wilmington: Dave Timpy
Cultural Resources: Renee Gledhill -Early
Public Water Supply: Debra Benoy (WIRO)
Joey White (WARD)
Marine Fisheries: Anne Deaton
NC DOT: Ken Pace
Shellfish Sanitation: Patti Fowler
State Property: June Michaux
Water Quality: Karen Higgins (Raleigh) /
John Hennessy (NC DOT)
Washington:
Wilmington:
Wildlife Resources:
LPO:
Amy Adams
Al Hodge
Kyle Barnes
Joanne Steenhuis — 401
Chad Coburn - 401
Linda Lewis - Stormwater
Maria Dunn (WARD)
Molly Ellwood (WIRO)
Fax Distribution: Permitee
Agent #:.

ROY COOPER
Govemor
MICHAEL S. REGAN
Secretary
BRAXTON C. DAVIS
Director
File Note:
NORTH CAROLINA
Envlronmental Quality
FROM: Gregg Bodnar, DCM Assistant Major Permit Coordinator
SUBJECT: Transfer of Permit No. 132-96 to Foreverhome of Wilmington III, LLC.
DATE: 1/29/19
A complete issued Transfer packet, dated 5/16/13, including the original TX signed by DCM staff was
located outside of the permit file. Though it seems that the TX was never mailed to the applicant, the
permit has since been modified and transferred to another LLC (AB Marina Group LLC.). This file note is
attached to the original TX packet and will be placed in the file as clarification.
132-q k
North Carolina Department of Environmental Quality I Division of Coastal Management
Morehead City Office 1 400 Commerce Avenue I Morehead City, North Carolina 28557
252.8082808

Please ,use this card to schedule a pre -construction
conference immediately BEFORE you begin work on
your permitted project.
The pre -construction meeting will give you the
opportunity to discuss permit conditions, construction
techniques and any questions you may have with a
Coastal Management representative. This will enable
you to proceed with your project as quickly and
smoothly as possible.
When you are ready to begin construction, fill out this
card and mail it to the Division of Coastal
Management at the address on the reverse side.
Thank you. 1 2 c
Permit number:
Expiration date: 5) (
Issued to: f � C;_ wr I fll lY� i-
Contact person:
Telephone number:
Project starting date:

NC Division of Coastal Management
127 Cardinal Drive Extension
Wilmington, NC 28405-3845

MUM
North Carolina Department of Environment and Natural Resources
Division of Coastal Management
Pat McCrory
Governor
Foreverhome of Wilmington II, LLC
8311 Bandford Way, Suite 001
Raleigh, N.C. 27615
Dear Sir or Madam:
Braxton C. Davis
Director
May 16, 2013
John E. Skvarla, III
Secretary
The enclosed permit constitutes authorization under the Coastal Area Management Act, and where applicable, the
State Dredge and Fill Law, for you to proceed with your project proposal. The original (buff -colored form) is retained by
you and it must be available on site when the project is inspected for compliance. Please sign both the original and the
copy and return the copy to this office in the enclosed envelope. Signing the permit and proceeding means you have
waived your right of appeal described below.
If you object to the permit or any of the conditions, you may request a hearing pursuant to NCGS 113A-121.1 or
113-229. Your petition for a hearing must be filed in accordance with NCGS Chapter 150B with the Office of
Administrative Hearings, 6714 Mail Service Center, Raleigh, NC 27611-6714, [phone] within twenty (20) days
of this decision on your permit. You should also be aware that if another qualified party submits a valid objection to the
issuance of this permit within twenty (20) days, the matter must be resolved prior to work initiation. The Coastal
Resources Commission makes the final decision on any appeal.
The project plan is subject to those conditions appearing on the permit form. Otherwise, all work must be carried
out in accordance with your application. Modifications, time extensions, and future maintenance requires additional
approval. Please read your permit carefully prior to starting work and review all project plans, as approved. If you are
having the work done by a contractor, it would be to your benefit to be sure that he fully understands all permit
requirements.
From time to time, Department personnel will visit the project site. To facilitate this review, we request that you
complete and mail the enclosed Notice Card just prior to work initiation. However, if questions arise concerning permit
conditions, environmental safeguards, or problem areas, you may contact Department personnel at any time for assistance.
By working in accordance with the permit, you will be helping to protect our vitally important coastal resources.
Sincerely,
lore V-. Huggett
Major Permits and Consistency Manager
Enclosure
400 Commerce Ave., Morehead City, NC 28557
Phone: [phone] FAX: [phone] Internet: www.ncooastalmanagement.net
An Equal Opportunity 1 Affirmative Action Employer

I

Permit Class
TRANSFER
Permit Number
132-96
STATE OF NORTH CAROLINA
Department of Environment and Natural Resources
and
Coastal Resources Commission
Permit
for
X Major Development in an Area of Environmental Concern
pursuant to NCGS I I3A-118
X Excavation and/or filling pursuant to NCGS 113-229
Issued to Foreverhome of Wilmington IIl, LLC., 8311 Bandford Way Suite 001, Raleigh, NC 27608
Authorizing development in New Hanover County at Middle Sound, Oak Winds Marina at 2127
Middle Sound Rd. , as requested in the permittee's application dated 2/1!96 includingattached
workplan drawings, 7 dated 3/20/96, 2 dated 5/29/96, and 2 dated 5/10/96.
This permit, issued on May 16 2013 is subject to compliance with the application (where consistent
with the permit), all applicable regulations, special conditions and notes set forth below. Any violation of these terms may
be subject to fines, imprisonment or civil action; or may cause the permit to be null and void.
a) In order to protect juvenile shrimp and finfish populations, no excavation or filling
shall be permitted between April 1 and September 30 of any year without the prior
approval of the Division of Coastal Management.
b) Prior to excavation, a turbidity curtain shall be installed at the mouth of the basin, as
near the AIW W as practicable, and maintained during active excavation in order to
protect adjacent Outstanding Resource Waters.
(See Attached Sheets for Additional Conditions)
This permit action may be appealed by the permittee or
other qualified persons within twenty (20) days of the issuing
date. An appeal requires resolution prior to work initiation or
continuance as the case may be.
This permit shall be accessible on -site to Department
personnel when the project is inspected for compliance.
Any maintenance work or project modification not cove-ed
hereunder requires further Division approval.
All work shall cease when the permit expires on
December 31, 2013
In issuing this permit, the State of North Carolina agrees
that your project is consistent with the North Carolina Coastal
Management Program.
Signed by the authority of the Secretary of DENR and the
Chairman of the Coastal Resources Commission.
Braxton ttavis, Director
Division of Coastal Management
This permit and ih conditions are hereby accepted.
Signature of Permittee

Foreverhome of Wilmington III, LLC. Permit #132-96
Page 2 of 4
ADDITIONAL CONDITIONS
Maintenance Excavation
2) Excavation in the western end of the basin shall not exceed —5' normal low water, and grade to —6' at
the conflux of the access channel, and —7' to —8' through the channel to the mouth.
3) No marsh grass shall be excavated or filled.
4) The temporary placement or double handling of excavated or fill materials within waters or vegetated
wetlands is not authorized.
5) No excavated or fill material shall be placed at any time in any marsh or surrounding waters outside of
the alignment of the fill area indicated on the work plans.
6) All excavated materials shall be confined landward of the normal high water (NHW) elevation contour
and regularly or irregularly flooded vegetated wetlands within adequate dikes or other retaining
structures to prevent spillover of solids into any vegetated wetlands or surrounding waters.
7) The terminal end of the pipeline from the dredge into the diked retention area shall be positioned at or
greater than 50 feet from any part of the dike and a maximum distance from spillways to allow
settlement of suspended sediments.
8) A water control structure shall be installed at the intake end of the effluent pipe leading from the
retention area in order to ensure maximum settlement of suspended solids.
9) Flow from the diked retention area shall be confined by pipe, trough, or similar device to a point at or
below the mean low water (MLW) elevation contour to prevent gully erosion and siltation.
10) The activity shall be conducted in such a manner as to prevent a significant increase in turbidity outside
of the area of construction or construction -related discharge. Increases such that the turbidity in the
waterbody is 25 NTU's or less in all saltwater classes are not considered significant.
11) a) The dedicated spoil area shall be enlarged or relocated so as to accommodate two or three times
the amount of material to be removed hydraulically from this basin. The satisfaction of this
condition shall be approved by the Division prior to the onset of dredging.
b) Spoil area effluent shall be discharge to an area temporarily closed to shellfish harvest by the
Shellfish Sanitation Branch of the Division of Environmental Health. Telephone [phone].

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Foreverhome of Wilmington III, LLC.
ADDITIONAL CONDITIONS
Maintenance Clause
Permit #132-96
Page 3 of 4
12) The Division of Coastal Management shall be notified in writing at least two (2) weeks in advance of
any maintenance dredging/work authorized by this permit and that notification shall include:
A. The number of the original permit.
B. A statement that no dimensional changes are proposed.
C. A copy of the original permit plan(s) with cross -hatching indicating the area to be maintained.
and the area to be used for dredge spoil, and the estimated amount of material to be removed.
D. The date of plan revision and the permittee's signature shown anew on the original plan.
Bulkheadina and Backfilline
13) The bulkhead shall not extend waterward more than 8 feet from the mean high water line at any point
along its alignment at the time of construction.
14) The bulkhead shall be constructed prior to any backfilling activities.
15) The bulkhead shall be structurally tight so as to prevent seepage of backfill materials through the
structure.
16) The fill material shall be clean and free of any pollutants except in trace quantities. Metal products,
organic materials, or unsightly debris shall not be used.
17) All backfill material shall be obtained from a high ground source and confined behind the permitted
bulkhead.
Dock Construction
18) The docks in the upper basins shall be pulled back 5' to 8' to enhance navigation in these narrow
channels.
Marina Operation
19) Prior to the occupancy of any newly constructed docks at Oak Winds manna, a pumpout facility shall
be installed and maintained for the life of the project to service boats with holding tanks.
20) The manna shall display a sign showing the location of the on -site pumpout facility, and other
appropriate waste disposal information, at the entrance and exit from the main pier.
21) No sewage, whether treated or untreated, shall be discharged at any time from any boats using the
marina. Any sewage discharge at the marina shall be considered a violation of this permit for which the
permittee is responsible. This prohibition shall be applied and enforced throughout the entire existence
of the permitted structures.

Foreverhome of Wilmington III, LLC.
ADDITIONAL CONDITIONS
Permit #132-96
Page 4 of 4
22) The permittee's scheme of development, of which the authorized work is part, contemplates the
presence of structures and their attendant utilities on lands subject to an easement in favor of the United
States for the operation, maintenance, improvement, and enlargement of the Atlantic Intracoastal
Waterway (AIWW). Accordingly, the permittee shall be required to remove such structures and
improvements at his own expense in the event that, in the judgment of the U.S. Army Corps of
Engineers acting on behalf of the United States, the lands are needed at any time for any purpose within
the scope of the easement. Permanent buildings shall no be constructed with the easement.
23) No attempt shall be made by the permittee to prevent the full and free use by the public of all navigable
waters at or adjacent to the authorized work. Use of the permitted activity shall not interfere with the
public's right to free navigation on all navigable waters of the United States.
24) The permittee shall maintain the authorized work in good condition and in conformance with the terms
and conditions of this permit. The permittee is not relieved of this requirement if he abandons the
permitted activity without having it transferred to a third party.
NOTE: The N.C. Division of Water Quality approved this project on August 27, 1996 under General
Water Quality Certification No. 3025.
NOTE: The U.S. Army Corps of Engineers has assigned the proposed project COE Action Id. No.
199603725.
NOTE: The New Hanover County Engineering Department shall approve a Sedimentation an Erosion
Control Plan for this project.
NOTE: The expiration date of this permit has been extended in accordance with Session Law 2009-406,
as amended by Session Law 2010-177.

Permit Class Permit Nlurt ber
TRANSFER 132-96
STATE OF NORTH CAROLINA
Department of Environment and Natural Resources
and O
Coastal Resources Commission O
Permit
for
X Major Development in an Area of Environmental Concern
pursuant to NCGS 113A-118
X Excavation and/or filling pursuant to NCGS 113-229
Issued to Foreverhome of Wilmington III, LLC., 8311 Bandford Way Suite 001, Raleigh, NC 27608
Authorizing development in New Hanover County at Middle Sound, Oak Winds Marina at 2127
Middle Sound Rd. , as requested in the permittee's application dated 2/VQ6 including attached
worknlan drawings, 7 dated 3/20/96, 2 dated 5/29/96, and 2 dated 5/10/96.
This permit, issued on May 16 2013 is subject to compliance with the application (where consistent
with the permit), all applicable regulations, special conditions and notes set forth below. Any violation of these terms may
be subject to fines, imprisonment or civil action; or may cause the permit to be null and void.
a) In order to protect juvenile shrimp and frnfish populations, no excavation or filling
shall be permitted between April 1 and September 30 of any year without the prior
approval of the Division of Coastal Management.
b) Prior to excavation, a turbidity curtain shall be installed at the mouth of the basin, as
near the AIWW as practicable, and maintained during active excavation in order to
protect adjacent Outstanding Resource Waters.
(See Attached Sheets for Additional Conditions)
This permit action may be appealed by the permittee or
other qualified persons within twenty (20) days of the issuing
date. An appeal requires resolution prior to work initiation or
continuance as the case may be.
This permit shall be accessible on -site to Department
personnel when the project is inspected for compliance.
Any maintenance work or project modification not covered
hereunder requires further Division approval.
All work shall cease when the permit expires on
December 31, 2013
In issuing this permit, the State of North Carolina agrees
that your project is consistent with the North Carolina Coastal
Management Program.
Signed by the authority of the Secretary of DENR. and the
Chairman of the Coastal Resources Commission.
H
Braxton .13avis, Director
Division of Coastal Management
This permit and it- conditions are hereby accepted.
Signature of Perminee

Foreverhome of Wilmington III, LLC. Permit #132-96
Page 2 of 4
ADDITIONAL CONDITIONS
Maintenance Excavation
2) Excavation in the western end of the basin shall not exceed —5' normal low water, and grade to —6' at
the conflux of the access channel, and —7' to —8' through the channel to the mouth.
3) No marsh grass shall be excavated or filled.
4) The temporary placement or double handling of excavated or fill materials within waters or vegetated
wetlands is not authorized.
5) No excavated or fill material shall be placed at any time in any marsh or surrounding waters outside of
the alignment of the fill area indicated on the work plans.
6) All excavated materials shall be confined landward of the normal high water (NHW) elevation contour
and regularly or irregularly flooded vegetated wetlands within adequate dikes or other retaining
structures to prevent spillover of solids into any vegetated wetlands or surrounding waters.
7) The terminal end of the pipeline from the dredge into the diked retention area shall be positioned at or
greater than 50 feet from any part of the dike and a maximum distance from spillways to allow
settlement of suspended sediments.
8) A water control structure shall be installed at the intake end of the effluent pipe leading from the
retention area in order to ensure maximum settlement of suspended solids.
9) Flow from the diked retention area shall be confined by pipe, trough, or similar device to a point at or
below the mean low water (MLW) elevation contour to prevent gully erosion and siltation.
10) The activity shall be conducted in such a manner as to prevent a significant increase in turbidity outside
of the area of construction or construction -related discharge. Increases such that the turbidity in the
waterbody is 25 NTU's or less in all saltwater classes are not considered significant.
11) a) The dedicated spoil area shall be enlarged or relocated so as to accommodate two or three times
the amount of material to be removed hydraulically from this basin. The satisfaction of this
condition shall be approved by the Division prior to the onset of dredging.
b) Spoil area effluent shall be discharge to an area temporarily closed to shellfish harvest by the
Shellfish Sanitation Branch of the Division of Environmental Health. Telephone [phone].

Foreverhome of Wilmington III, LLC.
ADDITIONAL CONDITIONS
Permit #132-96
Page 3 of 4
Maintenance Clause
12) The Division of Coastal Management shall be notified in writing at least two (2) weeks in advance of
any maintenance dredging/work authorized by this permit and that notification shall include:
A. The number of the original permit.
B. A statement that no dimensional changes are proposed.
C. A copy of the original permit plan(s) with cross -hatching indicating the area to be maintained.
and the area to be used for dredge spoil, and the estimated amount of material to be removed.
D. The date of plan revision and the permittee's signature shown anew on the original plan.
Bulkheading and Backfilline
13) The bulkhead shall not extend waterward more than 8 feet from the mean high water line at any point
along its alignment at the time of construction.
14) The bulkhead shall be constructed prior to any backfilling activities.
15) The bulkhead shall be structurally tight so as to prevent seepage of backfrll materials through the
structure.
16) The fill material shall be clean and free of any pollutants except in trace quantities. Metal products,
organic materials, or unsightly debris shall not be used.
17) All backfrll material shall be obtained from a high ground source and confined behind the permitted
bulkhead.
Dock Construction
18) The docks in the upper basins shall be pulled back 5' to 8' to enhance navigation in these narrow
channels.
Marina Operation
19) Prior to the occupancy of any newly constructed docks at Oak Winds marina, a pumpout facility shall
be installed and maintained for the life of the project to service boats with holding tanks.
20) The marina shall display a sign showing the location of the on -site pumpout facility, and other
appropriate waste disposal information, at the entrance and exit from the main pier.
21) No sewage, whether treated or untreated, shall be discharged at any time from any boats using the
marina. Any sewage discharge at the marina shall be considered a violation of this permit for which the
permittee is responsible. This prohibition shall be applied and enforced throughout the entire existence
of the permitted structures.

Foreverhome of Wilmington III, LLC.
ADDITIONAL CONDITIONS
Permit 4132-96
Page 4 of 4
22) The permittee's scheme of development, of which the authorized work is part, contemplates the
presence of structures and their attendant utilities on lands subject to an easement in favor of the United
States for the operation, maintenance, improvement, and enlargement of the Atlantic Intracoastal
Waterway (AIWW). Accordingly, the permittee shall be required to remove such structures and
improvements at his own expense in the event that, in the judgment of the U.S. Army Corps of
Engineers acting on behalf of the United States, the lands are needed at any time for any purpose within
the scope of the easement. Permanent buildings shall no be constructed with the easement.
23) No attempt shall be made by the permittee to prevent the full and free use by the public of all navigable
waters at or adjacent to the authorized work. Use of the permitted activity shall not interfere with the
public's right to free navigation on all navigable waters of the United States.
24) The permittee shall maintain the authorized work in good condition and in conformance with the terms
and conditions of this permit. The permittee is not relieved of this requirement if he abandons the
permitted activity without having it transferred to a third party.
NOTE: The N.C. Division of Water Quality approved this project on August 27, 1996 under General
Water Quality Certification No. 3025.
NOTE: The U.S. Army Corps of Engineers has assigned the proposed project COE Action Id. No.
199603725.
NOTE: The New Hanover County Engineering Department shall approve a Sedimentation an Erosion
Control Plan for this project.
NOTE: The expiration date of this permit has been extended in accordance with Session Law 2009-406,
as amended by Session Law 2010-177.

Pat McCrory
Governor
MEMORANDUM
A27j'5f;'A'FNCNR
North Carolina Department of Environment and Natural
Division of Coastal Management
Braxton C. Davis
Director
TO: Doug Huggett
Permits Section
FROM: Robb Mairs �^^
Field RepreseIntative, Wilmington
A u/
THRU: Debra D. Wilson 9
District Manager, Wilmington
DATE: April 15, 2013
SUBJECT: Request for Transfer of State Permit #182-96
Anchors Bend Yacht Club, Inc.
New Hanover County
�vv/f
Resources
John E. Skvarla, III
Secretary
,�: i3ECENED
APR 18 2013
DCM MHD CITY
Mr. Adam C. Knierim, President of Maritech, LLC and acting agent for Foreverhome of Wilmington III,
LLC, is requesting the transfer of State Permit # 132-96. State Permit # 132-96 was originally issued to Oak
Winds Marina, c/o Charles Thacker on September 19, 1996 for renovation of an existing commercial marina,
with some highground excavation and maintenance excavation of the existing boat basin. State Permit # 132-
96 was amended on October 1, 1996 for the relocation of spoil material. A Letter of Refinement was issued on
October 21, 1996 for riprap placement in lieu of the authorized bulkhead. The permit was transferred to Marina
Partnership, LLC and renewed for maintenance excavation on November 1, 1999. On November 22, 1999
State Permit #132-96 was transferred to Marina Partners, LLC and renewed for a five-year maintenance
period. State Permit #132-96 was once again renewed for maintenance excavation on May 20, 2005. The
permit was then transferred on September 27, 2005 to Atlantic Blue Properties, LLC and then again to Anchors
Bend Yacht Club, Inc. on May 14, 2010. State Permit #132-96 was due was due to expire on December 31,
2012; however, was subject to extension by the Session Law 2009-406, and as amended by Session Law
2010-177, the Permit Extension Act.
Mr. Knierim is requesting that State Permit #132-96 be transferred to Foreverhome of Wilmington III,
LLC and has included check (ck no. 1437) in the total amount of $100.00 for the processing of the transfer
request.
This office has no objections to the transfer of State Permit #132-96. A copy of the deed transferring
title of property located at 2127 Middle Sound Loop Road, to Foreverhome of Wilmington III, LLC is included.
cc: WiRO File
Dave Timpy, ACOE
Christine Bouffard, LPO
127 Cardinal Drive Ext., Wilmington, NC 26405
Phone: [phone] FAX: [phone] Internet: www.nccoastaimanagement.net
An Equal Opportunity 1 Affirmative Adon Employer

no Mi CH
n va a Solutions for the Marine Environment
108 Circle Dr. Hampstead, NC 28443
office 910.270.4058
field 910.297.7710
fax [phone]
March 13, 2013
RECEIVED
North Carolina Division of Coastal Management c/o Robb Mairs
127 Cardinal Drive Ext. APR 18 2013
Wilmington, NC 28405
Robb, DCM-MHD CITY
I am writing you in order to request transfer of existing Major Permits associated with the recent
transfer of ownership of the Anchors Bend Subdivision and Marina. I am requesting transfer of
Major Permit #73-07 and #132-96 originally issued to Atlantic Blue Management and Anchors
Bend Yacht Club, Inc, respectively. We are requesting that both existing permits be transferred
to the new owner of the facility, Foreverhome of Wilmington III, LLC. The mailing address for
the new owner is 8311 Bandford Way, Suite 001, Raleigh, NC 27608. As discussed, I am
including a copy of the property deeds and checks for the requested transfer.
Please feel free to contact me directly if any oversight was made in the transfer request or if you
have any questions or concerns. I can be reached by phone at 910.297.7710 or via e-mail at
[e-mail]. Thank you once again for all of your time and consideration on this
matter.
Sincerely,
Adam C. Knierim, M.S.
President/Coastal Geologist
Maritech, LLC
t
4t.(FtlMii
RECEIVED
DCM WILMINGTON, NC
APR092013

e��
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Coastal Management
Michael F. Easley, Governor Charles S. Janes, Director
Authorized. Agent Consent Agreement
Adam C. Khierim
RECEIVED
APR 18 71`113
DCM-MHD CITY
William G. Ross Jr., secretary
is hereby authorized to act on my behalf
(Panted Name of Agent)
in order to obtain any CAMA permit(s) required for the property listed below. The authorization is limited to the
specific activities described in the attached sketch.
LOCATION OF PROJECT:
PROPERTY OWNER MAILING ADDRESS:
Wi�mihZy-LG C
`i7f'C7? PHONE NO.
AUTHORIZED AGENT MAILING ADDRESS:
Maritech, LLC c/o Adam C. Knierim
108 Circle Drive
Hampstead, NC 28443
Signature of Property Owner.
Signature of Authorized Agent:
Date: 3198113
RECEIVED
DCM WILMINGTON, NC
APR 092013
PHONE NO.
[phone]
4
127 Cardinal Drive Ext., Wilmington, North Carolina 28405-3945
Phone. [phone]XFAX: 910.395.3964111riemel: Www.nocoastalmanegementnet
An Equal opportunity 1Afrumaf re Action Employer —60%Recycled 110%Post Consumer Paper

RECEIVED
�1APR 18 2013
DCM-MEM CITY
2012032333
FOR REGISTRRIION REGISTER OF DEEDS
JENNIFER H MRCNEISH
NEW HANOVER COUNTY NO
2012 SEP 2101 18 36 PM
BK 5673 PG 1927-1952 FEE $96 00
BALANCE PURCHASE MONEY
STATE OF NORTH CAROLINA ) DEED OF TRUST, ASSIGNMENT OF
RENTS AND LEASES, SECURITY
COUNTY OF NEW HANOVER ) AGREEMENT AND FIXTURE FILING
COLLATERAL IS OR INCLUDES FIXTURES
(This Document Serves as a Fixture Filing under Section 9-502 of the North Carolina Uniform
Commercial Code and is to be filed in the real property records.)
Grantor's Organizational Identification Number: 5151917
THIS BALANCE PURCHASE MONEY DEED OF TRUST,
ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING
(this "Deed of Trust") is made and entered into as of the 4— day of September, 2012, by
FOREVERHOME OF WILMINGTON III LLC, a North Carolina limited liability company, whose
address is 2840 Plaza Place, Suite 360, Raleigh, North Carolina 27612 (the "Grantor"), in favor of
CHICAGO TITLE INSURANCE COMPANY, a Nebraska Corporation,. whose address is 245 E
Friendly Ave, Suite 101, Greensboro, NC 27401 (the "Trustee"), for the benefit of WSLD ANCHORS
BEND VI, L.L.C., a Delaware limited liability company and WSLD ANCHORS BEND M-VI, L.L.C.,
a Delaware limited liability company (together, with their respective successors and assigns, "Lender") ,
whose address is 900 North Michigan Avenue, Chicago, IL 60611
WITNESSETH:
In consideration of the indebtedness herein recited, and in further consideration of the premises
and for the purposes herein recited, and to secure the payment, performance and observance by Grantor of
the Secured Indebtedness (as defined in Section 1 1 below), Grantor does hereby grant, convey, bargain,
sell, transfer, assign and set over to Trustee and Trustee's successors and assigns, with general warranty,
in trust, with power of sale, all of the following described land, real property interests, buildings,
improvements, fixtures and other personal property
RECEIVED
DCM WILMINGTON, NC
APR Q82013
21691733
Drawn by and return to
Moore & Van Allen PLLC
100 North Tryon Street
Suite 4700
Charlotte, NC 28202
Attention J Christopher Oates
t *, tln- ("I1

(a) All those tracts or parcels of land and other real property interests in New Hanover
County, North Carolina more particularly described in Exhibit A attached hereto and made a part hereof
(collectively, the "Land"), and all buildings and umprovements of every land and description now or
hereafter erected or placed on the aforesaid Land (the "Improvements'l, and all right, title and interest of
the Grantor, now owned or hereafter acquired, in and to (i) all streets, roads, alleys, easements, rights -of -
way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed,
abutting, adjacent, used in connection with or pertaining to the Land or the Improvements, (it) any strips
or gores between the Land and abutting or adjacent property, (tit) all options to purchase the Land or the
Improvements or any portion thereof or interest therein, and any greater estate in the Land or the
Improvements, and (iv) all water and water rights, timber, crops and mineral interests on or pertaining to
the Land (the Land, Improvements and other rights, titles and interests referred to in this paragraph (a)
being herein sometimes called the "Premises"),
(b) All fixtures, building and construction material (including, without limitation, the
"Committed Materials" delivered to Grantor by "PBS" [as such terms are defined in the "Loan
Agreement" (as defined below)]) and articles of personal property, of every kind and character, tangible
and intangible (including software embedded therein), now owned or hereafter acquired by Grantor,
which are now or hereafter attached to or situated in, on or about the Premises, or used in or necessary to
the complete and proper planning, development, use, occupancy or operation thereof, or acquired
(whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the
Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the
properties referred to in this clause (b) being herein sometimes collectively called the "Accessories," all
of which are hereby declared to be permanent accessions to the Land);
(c) All (i) plans and specifications for the Premises; (it) Grantor's tights, but not liability for
any breach by Grantor, under all commitments, insurance policies, contracts and agreements for the
development, constriction, operation, inspection or sale of all or any portion of the Premises and other
contracts and general intangibles (including but not limited to trade marks, trade names, goodwill and
symbols) related to the Premises or the Accessories or the operation thereof, (tit) all deposits and deposit
accounts ansing from or related to any transactions related to the Premises or the Accessories (including
but not limited to Grantor's rights in deposits with respect to sales contracts, escrow deposits, deposits
with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder
or under any other Loan Documents for taxes, insurance or otherwise), rebates or refunds of impact fees
or other taxes, assessments or charges, money, accounts, (including deposit accounts) instruments,
documents, promissory notes and chattel paper (whether tangible or electronic) ansing from or by virtue
Of any transactions related to the Premises or the Accessories, and any account or deposit account from
which Grantor may from time to time authorize Lender to debit and/or credit payments due with respect
to the Loan Documents, all accounts, deposit accounts and general intangibles; (tv) permits, licenses,
franchises, certificates, development rights, commitments and rights for utilities, and other rights and
privileges obtained in connection with the Premises or the Accessories; (v) leases, rents, royalties,
bonuses, issues, profits, revenues and other benefits of the Premises and the Accessories (without
derogation' of Article III hereof), and (vi) engineering, accounting, title, legal and other technical or
business data concerning the Property which are in the possession of the Grantor or in which the Grantor
can otherwise grant a security interest, and
(d) All rights of Grantor under (i) any Covenants, Conditions and Restrictions ("CC&R's")
now or hereafter affecting the Premises and all present or future rights of Grantor as a declarant,
developer or other party under such CC&R's, including, without limitation all voting rights, approval
rights and other discretionary rights of Grantor under CC&R's and (it) any development agreements and
similar agreements with any governmental authonty related to the development of the Premises; provided,
however, the foregoing shall not include the "Charter Memberships" as defined in that certain Declaration
21691733 .,

RECENEr3
aN'
.1
n;
APR 18 2013
of Covenants, Conditions and Restrictions for Anchors Bend Yacht Club, recorde'8909WW 14, 2007
in Book 5260 at Page 1 in the Office of the Register of Deeds of New Hanover County, North Carolina,
as amended, modified and/or supplemented, and
(e) All (i) accounts and proceeds (rash or non -cash and including payment intangibles) of or
arising from the properties, rights, titles and interests referred to in paragraphs a, b, c and d above,
including but not limited to proceeds of any sale, lease or other disposition thereof, proceeds of each
policy of insurance relating thereto (including premium refunds), proceeds of the taking thereof or of any
rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by
condemnation, eminent domain or transfer in lieu thereof for public or quasi -public use under any law,
and proceeds arising out of any damage thereto; and (a) other interests of every kind and character which
the Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and
interests referred to in paragraphs a, b, c and d above and all property used or useful in connection
therewith, including but not limited to rights of ingress and egress and remainders, reversions and
reversionary rights or interests, and if the estate of the Grantor in any of the property referred to in
paragraphs a, b, c and d above is a leasehold estate, this Conveyance shall include, and the lien and
security interest created hereby shall encumber and extend to, all other or additional title, estates, interests
or rights which are now owned or may hereafter be acquired by the Grantor in or to the property demised
under the lease creating the leasehold estate,
To HAVE AND HOLD the foregoing rights, interests and properties, and all rights, estates,
powers and privileges appurtenant thereto (herein collectively called the "Property'l unto the Trustee
and the Trustee's successors and assigns, in trust, in fee simple forever, to secure the obligations of
Grantor under the Loan Documents and all Secured Indebtedness and upon this special trust that should
the Secured Indebtedness be paid according to the tenor and effect thereof when the same shall be due and
payable and,should the Grantor timely and fully discharge its obligations hereunder, then the Property
shall be reconveyed to the Grantor or the title thereto shall be revested according to the provisions of law
Grantor hereby grants to the Lender a security interest in all of the property described in
paragraphs a, b, c, d and a above which constitutes personal property or fixtures and all proceeds and
products thereof, and all supporting obligations ancillary to or arising in any way in connection with
therewith (herein sometimes collectively called the "Collateral") to secure the Secured Indebtedness In
addition to its right hereunder or otherwise, the Lender shall have all of the rights of a secured party under
the North Carolina Uniform Commercial Code, or under the Uniform Commercial Code in force in any
other state to the extent the same is applicable law This Deed of Trust secures an obligation incurred for
the construction of an improvement on the Land and as such constitutes a "construction mortgage" under
Section 25-9-334(h) of the North Carolina General Statutes
Grantor covenants, represents and agrees to and with Trustee and Lender as follows
ARTICLE
The Secured Indebtedness
1 1 Secured Indebtedness. This Deed of Trust secures and enforces the payment and
performance of all obligations of Grantor under the following instruments and agreements (collectively,
the "Loan Documents")
(a) Loan Agreement between Grantor and FOREVERHOME OF WILMINGTON II
LLC, a North Carolina limited liability company ("FOW II", and together with Grantor
"Borrower"), on the one hand, and Lender, on the other hand, of even date herewith which
21691733

provides for extensions of credit in a principal amount not exceeding Six Million Four Hundred
Fifty Thousand and No/100 Dollars ($6,450,000 00) (hereinafter, together with any extensions,
revisions, modifications or amendments hereafter made, referred to as the "Loan Agreement"),
(b) Balance Purchase Money Promissory Note executed by Borrower of even date
herewith, payable to the order of Lender in the principal amount of Six Million Four Hundred
Fifty Thousand and No/100 Dollars ($6,450,000 00) (hereinafter, together with any extensions,
revisions, modifications or amendments hereafter made, referred to as the "Note"), the terms and
provisions of which are incorporated herein by reference,
(c) this Deed of Trust, .
(d) that certain Balance Purchase Money Deed of Trust, Assignment of Rents and
Leases, Security Agreement and Fixture Filing, executed by POW Il for the benefit of Lender
(the "Land Deed of Trust"), and
(e) all other instruments, agreements and documents hereafter executed by Grantor
which evidence an obligation of Grantor to Lender
This Deed of Trust is also given wholly or partly to secure future advances and/or future obligations that
may from time to time be made or incurred by Grantor under this Deed of Trust, plus interest thereon, all
charges and expenses of collection incurred by Lender, including court costs and reasonable attorneys
fees, all necessary expenditures by Lender and/or the Trustee for the preservation of the Property as
provided. for herein and all other sums and obligations from time to time owing to Lender by Grantor
under this Deed of Trust and the other Loan Documents The maximum principal amount that may be
secured hereby at any one time is Six Million Four Hundred Fifty Thousand and No/100 Dollars
($6,450,000 00) The time period within which such future advances may be made and future obligations
may be incurred is the period between the date hereof and the date thirty (30) years from the date hereof
The obligations referred to in this Section 1 1 are hereinafter sometimes referred to as the "Secured
Indebtedness"
ARTICLE II
Grantor's Covenants, Representations Warranties And Agreements
21 Title to Property Subject to the Permitted Encumbrances (as defined in the Loan
Agreement), Grantor represents and warrants that it is seized and possessed of the Property (and any
fixtures) in fee and has title to any appurtenant easements and interests described above and has the right
to convey and encumber the same, that title to such property is free and clear of all hens, encumbrances
and claims whatsoever except for the Permitted Encumbrances, and that it will warrant and defend the
title to such property against the claims of all persons or parties As to the Collateral, Grantor represents
and warrants that it has title to such property, free and clear of all liens, encumbrances, and claims
whatsoever except for the Permitted Encumbrances, that it has the right to convey and encumber such
property and that it will warrant and defend such property against the claims of all persons or parties
22 Payment of Loan Grantor will punctually pay the principal and interest under the Loan
Agreement and the Note and all other Secured Indebtedness at the time and place and in the manner
specified in the Note, the Loan Agreement, this Deed of Trust or the other Loan Documents.
23 Taxes and Fees. If required by Lender upon the occurrence of a Default Condition (as
defined in the Loan Agreement) or an Event of Default, Grantor will pay to Lender on the first day of
21691733 A

RECEIVED
` APR 18 Z913
DClvl•NR1D CiTY
each month together with and in addition to the regular installment of principal and interest, until the Note
is fully paid, an amount equal to one -twelfth (1/12) of the yearly taxes and assessments as estimated by
Lender to be sufficient to enable Lender to pay, at least thirty (30) days before they become delinquent,
all taxes, assessments, and other similar charges against the Property or any part thereof. Such added
payments shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of
Lender, and no interest shall be payable in respect thereof Upon demand of Lender, Grantor agrees to
deliver to Lender such additional monies as are necessary to make up any deficiencies in the amounts
necessary to enable Lender to pay such taxes, assessments and similar charges Upon the occurrence of
an Event of Default, Lender may apply to the reduction of the sums secured hereby, in such manner as
Lender shall determine, any amount under this Section 2 3 remaining to Grantor's credit
24 Other Taxes, Utilities and Liens.
(a) Grantor will pay or cause to be paid promptly, when and as due, and will
promptly exhibit to Lender receipts for the payment of, all real and personal property taxes,
assessments, water rates, dues, charges, fines and impositions of every nature whatsoever
imposed, levied or assessed or to be imposed, levied or assessed upon or against the Property or
any part thereof, or upon the interest of Lender in the Property (other than any of the same for
which provision has been made in Section 2 3 hereof), as well as all income taxes, assessments
and other governmental charges lawfully levied and imposed by the United States of America or
any state, county, municipality, borough or other taxing authority upon Grantor or in respect of
the Property or any part thereof, or any charge which, if unpaid, would become a lien or charge
upon the Property prior to or equal to the lien of this Deed of Trust for any amounts secured
hereby or would have priority or equality with this Deed of Trust in distribution of the proceeds
of any foreclosure sale of the Property or any part thereof; provided, however, Grantor shall have
the right to contest any such taxes, assessments, rates, dues, charges, fine or impositions if the
execution or other enforcement of any lien or charge upon the Property is and continues to be
effectively stayed or bonded in a manner reasonably satisfactory to Lender, the validity and
amount of such taxes, assessments, rates, dues, charges, fines or impositions are being actively
contested in good faith and by appropriate lawful proceedings and such liens or charges do not, in
the aggregate, materially detract from the value of the Property or materially impair the use
thereof and the operation of Grantor's business
(b) Grantor will promptly pay or cause to be paid all charges by utility companies,
whether public or private, for electricity, gas, water, sewer or other utilities
(c) Grantor will promptly pay or cause to be paid and will not suffer any mechanics,
laborer's, statutory or other lien which might or could be prior to or equal to the lien of this Deed
of Trust to be created or to remain outstanding upon any of the Property, provided, however, such
a lien may be filed against the Property if the execution or other enforcement of any such lien is
and continues to be effectively stayed or bonded in a manner reasonably satisfactory to Lender
for the full amount thereof, the validity and amount of the hen secured thereby are being actively
contested in good faith and by appropriate lawful proceedings and such liens do not, in the
aggregate, materially detract from the value of the Property or materially impair the use thereof
and the operation of Grantor's business.
25 Reimbursement Grantor agrees that if it shall fail to pay or cause to be paid when due
any tax, assessment or charge levied or assessed against the Property or any utility charge, whether public
or private, or any insurance.premium or if it shall fail to procure the insurance coverage and the delivery
of the insurance certificates required hereunder or under the Loan Agreement, or if it shall fall to pay any
other charge or fee required hereunder, than Lender, at its option, may pay or procure the same Grantor
21691733 <

will reimburse Lender upon demand for any sums of money paid by Lender pursuant to this Section,
together with interest on each such payment at the rate set forth in the Loan Agreement and the Note All
such sums so expended by Lender, and the interest thereon, shall become part of the Secured
Indebtedness
2 6 Further Assurances Grantor agrees to execute and deliver to Lender, concurrently with
the execution of this Deed of Trust and upon the request of Lender from tune to time hereafter, all
financing statements and other documents required to perfect and maintain the security interest created
hereby Grantor hereby irrevocably (as long as the Secured Indebtedness remains unpaid) makes,
constitutes and appoints Lender as the true and lawfiil attorney of Grantor to sign the name of Grantor
(after Grantor has failed or refused to timely execute such documents upon request of Lender) on any
financing statement, continuation or amendment of financing statement or similar document required to
perfect or continue such security interests, it being understood and agreed that this power of attorney shall
be a power coupled with an interest and cannot be revoked
2 7 Secondary Financme: Sale or Encumbrance There shall not exist at the time of the
recording of this Deed of Trust, and during the term of the Secured Indebtedness, any secondary or
supplemental financing, no other mortgage, lien, charge, pledge, hypothecation, or security interest upon
or affecting the Property or any of the property (real or personal, tangible or intangible) encumbered by
the Loan Documents or in which Lender otherwise has a security interest, or any agreement to grant any
such interest other than liens or charges which will be discharged from the proceeds of the Note Grantor
shall not, without Lender's prior written consent, directly or indirectly, sell, transfer, convey, or lease all
or any part of the Property or any interest therem, whether voluntary, involuntary, or by operation of law,
and shall not suffer or permit the same, except as may be permitted under the Loan Agreement Grantor
shall not submit the Property, or any portion thereof, to condominium or other multiple form of
ownership, or dedicate any portion of the Property to public ownership, without the prior written consent
of Lender, which will not be unreasonably withheld.
2 8 . Fees and Expenses Grantor will pay or reimburse Lender and the Trustee for all
reasonable attorneys' fees, costs and expenses incurred by Lender or the Trustee in any action, legal
proceeding or dispute of any kind which affects the Secured Indebtedness, the interest created harem, the
Property or the Collateral, including but not limited to, any foreclosure of this Deed of Trust, enforcement
of payment of the Note and other Secured Indebtedness, any condemnation action involving the Property,
any bankruptcy proceeding or any action to protect the security hereof. Any such amounts paid by
Lender shall be due and payable upon demand and shall become part of the Secured Indebtedness
2 9 Maintenance of the Progertv Grantor will abstain from and will not permit the
commission of waste in or about the Property and will maintain the Property in good condition and repair,
reasonable wear and tear excepted
2 10 Compliance with Law Grantor will do, or cause to be done, all such things as may be
required by law in order fully to protect the security and all rights of Lender under this Deed of Trust
Grantor shall not cause or perrmt the lien of this Deed of Trust to be impaired in any way
2.11 Inspection Grantor will permit Lender, or its agents, at any and all reasonable times to
enter and pass through or over the Property for the purpose of appraising, inspecting or evaluating same
2 12 Releases and Wanvers. Grantor agrees that no release by Lender of any of Grantor's
successors in title from liability on the Secured Indebtedness, no release by Lender of any portion of the
Property or the Collateral, no subordination of lien, no forbearance on the part of Lender to collect on the
Secured Indebtedness or any part thereof, no waiver of any right granted or remedy available to Lender
21691733

gj-, RECEIVEIY
APR 18 Z013
and no action taken or not taken by Lender shall in any way diminish Grantor's R%aiion tnder or
have the effect of releasing Grantor, or any successor to Grantor, from full responsibility to Lender for the
complete discharge of each and every of Grantor's obligations hereunder or under the Note, the Loan
Agreement, any other Loan Document or any other Secured Indebtedness
213 Insurance Grantor shall obtain and maintain at its sole expense or cause to be
maintained (1) mortgagee title insurance issued to Lender covering the Premises as required by Lender
without exception for mechanics' liens, (2) general liability insurance, on an "occurrence" basis, against
claims for "personal injury" liability, including bodily injury, death or property damage liability, for the
benefit of Grantor as named insured and Lender as additional insured, (3) statutory workers'
compensation insurance with respect to any work on or about the Premises (including employer's liability
insurance, if required by Lender), covering all employees of Grantor and any contractor, and (4) such
other insurance on the Property and endorsements as may from time to time be required by Lender against
other insurable hazards or casualties which at the time are commonly insured against in the case of
premises similarly situated, due regard being given to the type, construction, location, use and occupancy
of property All insurance policies shall be issued and maintained by insurers, in amounts, with
deductibles, limits and retentions, and in forms satisfactory to Lender, and shall require not.less than
thirty (30) days' prior written notice to Lender of any cancellation or change of coverage. Grantor shall
pay all premiums on policies required hereunder as they become due and payable and promptly deliver to
Lender evidence satisfactory to Lender of the timely payment thereof
214 Condemnation Grantor shall notify Lender immediately of any threatened or pending
proceeding for condemnation affecting the Property or arising out of damage to the Property, and Grantor
shall, at Grantor's expense, diligently prosecute any such proceedings Lender shall have the right (but
not the obligation) to participate in any such proceeding and to be represented by counsel of its own
choice Lender shall be entitled to receive all sums which may be awarded or become payable to Grantor
for the condemnation of the Property, or any part thereof, for public or quasi -public use, or by virtue of
private sale in lieu thereof, and any sums which may be awarded or become payable to Grantor for injury
or damage to the Property Grantor shall, promptly upon request of Lender, execute such additional
assignments and other documents as may be necessary from time to time to permit such participation and
to enable Lender to collect and receipt for any such sums All such sums are hereby assigned to Lender,
and shall, after deduction therefrom of all reasonable expenses actually incurred by Lender in the
collection of the same, including reasonable attorneys', fees, be applied to the payment of the Secured
Indebtedness in such order and manner as Lender, in its sole discretion, may elect, whether or not due In
any event, the unpaid portion of the Secured Indebtedness shall remain in full force and effect and the
payment thereof shall not be excused Notwithstanding the foregoing, in the event any governmental
agency or authority shall require or commence any proceedings for the demolition of any buildings or
structures comprising a part of the Property, or shall commence any proceedings to condemn or otherwise
take pursuant to the power of eminent domain a material portion of the Property, Lender may, at its
option, declare the Secured Indebtedness to be immediately due and payable in full and apply any
condemnation proceeds to the outstanding balance of the Secured Indebtedness in such order and manner
as Lender, in its sole discretion, may elect In any event the unpaid portion of the Secured Indebtedness
shall remain in full force and effect and the payment thereof shall not be excused Lender shall not be,
under any circumstances, liable or responsible for failure to collect or to exercise diligence in the
collection of any such sum or for failure to see to the proper application of any amount paid over to
Grantor. Lender is hereby authorized, in the name of Grantor, to execute and deliver valid acquittances
for, and to appeal from, any such award, judgment or decree All costs and expenses (including but not
limited to reasonable attorneys' fees) incurred by Lender in connection with any condemnation shall be a
demand obligation owing by Grantor (which Grantor hereby promises to pay) to Lender pursuant to this
Deed of Trust
2169173 3

2 15 Appraisal Lender may obtain from time to time, an appraisal ("Appraisal") of all or any
part of the Property prepared in accordance with written instructions from Lender by a third -party
appraiser engaged directly by Lender Each such appraiser and appraisal shall be satisfactory to Lender
and the appraisal shall satisfy all applicable regulatory requirements The cost of (i) the first appraisal, (u)
additional appraisals required by governmental or regulatory authorities or internal policy of Lender, and
(in) any appraisal after the occurrence of an Event of Default shall be borne by Grantor and such cost
shall be part of the Secured Indebtedness and shall be payable by Grantor to Lender on demand (which
obligation Grantor hereby promises to pay)
216 Indemnification (r) Grantor will indemnify and hold harmless Lender and Trustee from
and against, and reimburse them on demand for, any and all Indemnified Matters (hereinafter defined).
For purposes of this Section 2 16, the terms "Lender" and "Trustee" shall include the directors, officers,
partners, employees and agents of Trustee and Lender, respectively, and any persons owned or controlled
by, owning or controlling, or under common control or affiliated with Lender or Trustee, respectively
Without limitation, the foregoing indemnities shall apply to each indemnified person with respect to
matters which in whole or in part are caused by or arise out of the negligence of such (and/or any other)
indemnified person However, such indemnities shall not apply to a particular indemnified person to the
extent that the subject of the indemnification is caused by or arises out of the gross negligence or willful
misconduct of that indemnified person Any amount to be paid under this Section 2 16 by Grantor to
Lender and/or Trustee shall be a demand obligation owing by Grantor (which Grantor hereby promises to
pay) to Lender and/or Trustee pursuant to this Deed of Trust Nothing in tlus Section 2.16, elsewhere in
this Deed of Trust or in any other Loan Document shall limit or impair any rights or remedies of Lender
and/or Trustee (including without limitation any rights of contribution or indemnification) against Grantor
or any other person under any other provision of this Deed of Trust, any other Loan Document, any other
agreement or any applicable federal, state or local law, statute, ordinance, code, rule, regulation, license,
permit, order or decree
(n) As used herein, the term "Indemnified Matters" means any and all claims, demands,
liabilities (including strict liability), losses, damages (including consequential damages), causes of action,
judgments, penalties, fines, costs and expenses (including without limitation, reasonable fees and
expenses of attorneys and other professional consultants and experts, and of the investigation and defense
of any claim, whether or not such claim is ultimately defeated, and the settlement of any claim or
judgment including all value paid or given in settlement) of every kind, known or unknown, foreseeable
or unforeseeable, which may be imposed upon, asserted against or incurred or paid by Lender and/or
Trustee at any time and from time to time, whenever imposed, asserted or incurred, because of, resulting
from, in connection with, or arising out of any transaction, act, omission, event or circumstance in any
way connected with the Property or with this Deed of Trust or any other Loan Document, including but
not limited to any bodily injury or death or property damage occurring in or upon or in the vicinity of the
Property through any cause whatsoever at any time on or before the Release Date (hereinafter defined),
any act performed or omitted to be performed hereunder or under any other Loan Document; any breach
by Grantor of any representation, warranty, covenant, agreement or condition contained in this Deed of
Trust or any breach by Grantor of any representation, warranty, covenant, agreement or condition
contained in any other Loan Document, any Event of Default, any claim under or with respect to or
arising under any environmental indemnity executed by the Grantor in favor of the Lender and/or Trustee
The term "Release Date" as used herein means the earlier of the following two dates. (i) the date on
which the Secured Indebtedness has been paid and performed in full and this Deed of Trust has been
released, or (it) the date on which the lien of this Deed of Trust is fully and finally foreclosed or a
conveyance by deed in lieu of such foreclosure is fully and finally effective, and possession of the
Property has been given to the purchaser or grantee free of occupancy and claims to occupancy by
Grantor and Grantor's heirs, devisees, representatives, successors and assigns, provided, that if such
payment, performance, release, foreclosure or conveyance is challenged, in bankruptcy proceedings or
21691733 0 _

y��� AEC)rIVEI}
f
APR 18 2013
otherwise, the Release Date shall be deemed not to have occurred until such challengers rejected,
dismissed or withdrawn with prejudice The indemnities in this Section 2 16 shall not terminate upon the
Release Date or upon the release, foreclosure or other termination of this Deed of Trust but will survive
the Release Date, foreclosure of this Deed of Trust or conveyance rn lieu of foreclosure, the repayment of
the Secured Indebtedness, the discharge and release of this Deed of Trust and the other Loan Documents,
any bankruptcy or other debtor relief proceeding, and any other event whatsoever
2.17 Taxes on Note and Deed f Trust Grantor will promptly pay all income, franchise and
other taxes owing by Grantor and any stamp, documentary, recordation and transfer taxes or other taxes
(unless such payment by Grantor is prohibited by law) which mao
y be required to be paid with respect t
the Note, the Loan Agreement, this Deed of Trust or any other instrument evidencing or securing any of
the Secured Indebtedness In the event of the enactment after this date of any law of any governmental
entity applicable to Lender, the Note, the Loan Agreement, the Property or this Deed of Trust deducting
from the value of property for the purpose of taxation any lien or security interest thereon. c: anposing
upon Lender the payment of the whole or any part of the taxes or assessments or charges or liens herein
required to be paid by Grantor, or changing in any way the laws relating to the taxation of deeds of trust
or mortgages or security agreements or debts sees; by deeds of trust or mortgages or security
agreements or the interest of the mortgagee or secured party in the property covered thereby, or the
manner of collection of such taxes, so as to affect this Deed of Trust or the Secured Indebtedness or
Lender, then, and in any such event, Grantor, upon demand by Lender, shall pay such taxes, assessments,
charges or liens, or reunburse Lender therefor, provided, however, that if m the opmion of counsel for
Lender (1) it might be unlawful to require Grantor to make such payment or (u) the making of such
payment might result in the imposition of interest beyond the maximum amount permitted an law, then
and in such event, Lender may elect, by notice in writing given to Grantor, to declare all of the Secured
Indebtedness to be -rid become due and payable sixty (60) days from the givmg of such notice
218 A�tthonzation to File Financin Statements power of Attomev. Grantor hereby
authorizes the Lender at any time and from time to time to file any initial financing statements,
amendments thereto and continuation statements with or without signature of the Grantor as authorized by
applicable law, as applicable to all or part of the Collateral For purposes of such fiimgs, the Grantor
agrees to furnish any information requested by the Lender promptly upon request therefor by the render
The Grantor also ratifies its authorization for the Lender to have filed any like initial financing statements,
amendments thereto or continuation statements, If filed prior to the date of this Agreement The Grantor
hereby irrevocably constitutes and appoints the Lender and any officer or agent of the Lender, with full
-in-fact with full irrevocable power and authori
power of substitution, as its true and lawful attorneys ty in
place and the stead of the Grantor or in the name of the Grantor to execute in the name of the Grantor
any such documents and otherwise to carry out the purposes of this Sectio2 18, to the extent that the
authorization above by the Grantor is not sufficient To the extent permitted n by law, the Grantor hereby
ratifies all acts said attorneys-m-fact have lawfully done in the past or shall lawfully do or cause to be
done in the future by virtue hereof. This power of attomey is a power coupled with an interest and shall
be irrevocable
ARTICLE III
Assi lament Of Rents And Leases
3 1 Assi nment Grantor hereby assigns to Lender all Rents (hereinafter defined), issues and
profits and all of Grantor's rights in and under all Leases (hereinafter defined) So long as no Event of
Default has occurred, Grantor shall have a license (which license shall terminate automatically and
without further notice upon the occurrence of ;an Event of Default) to collect, but not prior to accrual, the
Rents under the Leases and, where applicable, subleases, such Rents to be held in trust for Lender and to
21691733

otherwise deal with all Leases as permitted by this Deed of Trust Each month, provided no Event of
Default has occurred, Grantor may retain such Rents as were collected that month and held in trust for
Lender Upon the revocation of such license, *all Rents shall be paid directly to Lender and not through
Grantor, all without the necessity of any further action by Lender, Including, without limitation, any
action to obtain possession of the Land, Improvements or any other portion of the Property or any action
for the appointment of a receiver Grantor hereby authorizes and directs the tenants under the Leases to
pay Rents to Lender upon written demand by Lender, without further consent of Grantor, without any
obligation of such tenants to determine whether an Event of Default h and the tenants andr regardless
g uon any
whether Lender has taken possession of any portion of the property,Y Y P y
written statement delivered by Lender to the tenants Any such payments to Lender shall constitute
payments to Grantor under the Leases, and Grantor hereby irrevocably appoints Lender as its attorney-rn-
fact to do all things, after an Event of Default, which Grantor might otherwise do with respect to the
Property and the Leases thereon, including, without limitation, (i) collecting Rents with or without suit
and applying the same, less expenses of collection, to any of the Secured Indebtedness or to expenses of
operating and maintaining the Property (including reasonable reserves for anticipated expenses), at the
option of the Lender, all in such manner as may be determined by Lender, or at the option of Lender,
holding the same as security for the payment of 'tic Secured Indebtedness, (it) leasing, in the name of
Grantor, the whole or any part of the Property which may become vacant, and (tit) employing agents
therefor and paying such agents reasonable compensation for their services The curing of such Event of
Default, unless other Events of Default also then exist, shall entitle Grantor to recover its aforesaid license
to do any such things which Grantor might otherwise do with respect to the Property and the Leases
thereon and to again collect such Rents The powers and rights granted in this Section 3 1 shall be in
addition to the other remedies herein provided for upon the occurrence of an Event of Default and maybe
exercised independently of or concurrently with any of said remedies Nothing in the foregoing shall be
construed to impose any obligation upon Lender tc e :erese any power or right grar.t'd in this Section 3 1
or to assume any liability under any Lease of any part of the Property and no liability shall attach to
Lender for failure or inability to collect any Rents under any such Lease The assignment contained in
this Section 3 1 shall become null and void upon the release of this Deed of Trust. As used herein, (1)
"Lease" means each existing or future lease, sublease (to the extent of Grantor's rights thereunder) or
other agreement under the terms of which any person has or acquires any right to occupy or use the
property, or any part thereof, or interest therein, and each existing or future guaranty of payment or
performance thereunder, and all extensions, renewals, modifications and replacements of each such lease,
sublease, agreement or guaranty, and (n) "Rents" means all of the rents, revenue, income, issues, profits
and proceeds derived and to be derived from the Property or arising from the use or enjoyment of any
portion thereof or from any Lease, including but not limited to the proceeds from any negotiated Lease
termination or buy out of such Lease, liquidated damages following default under any such Lease, all
proceeds payable under any policy of insurance covering loss of rents resulting from untenantability
caused by damage to any part of the Property, and all of Grantor's rights to recover monetary amounts
from any tenant to bankruptcy including, without limitation, rights of recovery for use and occupancy and
damage claims arising out of Lease defaults, including rejections, under any applicable bankruptcy,
insolvency, liquidation, receivership, reorganization, arrangement, composition, extension or adjustment
of debts or similar laws affecting the rights of creditors, and all proceeds and other amounts paid or owing
to Grantor under or pursuant to any and all contracts and bonds relating to the construction or renovation
of the Property
32 No Liability. of Lender Lender's acceptance of this assignment shall not be deemed to
constitute Lender a "mortgagee in possession," nor obligate Lender to appear in or defend any proceeding
relating to any Lease or to the Property, or to take any action hereunder, expend any money, incur any
expenses, or perform any obligation or liability under any Lease, or assume any obligation for any deposit
delivered to Grantor by any tenant and not as such delivered to and accepted by Lender Lender shall not
be liable for any injury or damage to person or property in or about the Property, or for Lender's failure to
2169 t73 3 10

RECEMD
APR 182013
collect or to exercise diligence in collecting Rents, but shall be accountable only for Rents thaatit shall
actually receive Neither the assignment of Leases and Rents nor enforcement of Lender's nghts
regarding Leases and Rents (including collection of Rents) nor possession of the Property by Lender nor
Lender's consent to or approval of any Lease (nor all of the same), shall render Lender liable on any
obligation under. or with respect to any Lease or constitute affirmation of, or any subordination to, any
Lease, occupancy, use or option If Lender seeks or obtains any judicial rehef regarding Rents or Leases,
the same shall in no way prevent the concurrent or subsequent employment of any other appropriate rights
or remedies nor shall same constitute an election of judicial relief for any foreclosure or any other
purpose Lender neither has nor assumes any obligations as lessor or landlord with respect to any Lease
The rights of Lender under this Article III shall be cumulative of all other rights of Lender under the Loan
Documents or otherwise
ARTICLE IV
Events Of Default
41 Events of Default An "Event of Default, shall be (1) the occurrence of an Event of
Default under the Loan Agreement or the Note or the occurrence of an event of default under any other
Loan Document, or (11) Grantor's failure to comply with Section 2 7 of this Deed of Trust, or (in)
Grantor's failure to perform, observe or comply with any of the other covenants, terms or conditions of
this Deed of Trust (other than Events of Default expressly covered in this Section 4 1) and such failure is
not cured within a period of thirty (30) days after written notice to Grantor
ARTICLE V
Foreclosure
5 1 Acceleration of Loan Foreclosure Upon the occurrence of an Event of Default, the
entire balance of the Note, including all accrued interest and all other Secured Indebtedness, shall, at the
option of Lender, become immediately due and payable Upon failure to pay the Secured Indebtedness in
full at any stated or accelerated maturity, Lender may direct the Trustee to (and the Trustee shall, if so
directed) foreclose the lien of this Deed of Trust pursuant to the power of sale hereby granted or by
judicial proceeding.
52 Foreclosure. Power of Sale, The Trustee is hereby granted a power of sale and may sell
the Property (together with the Collateral), or such part or parts thereof or interests therein as Lender may
select, at public auction to the highest bidder for cash, after first having given such notice of hearing as to
commencement of foreclosure proceedings and obtained such findings or leave of court as then may be
required by law and then having given such notice and advertised the time and place of such sale in such
manner as then may be provided by law, and upon such sale and any resale and upon compliance with the
law then relating to foreclosure proceedings, to convey title to the purchaser in fee simple C?Gator agmch
that in the event of a sale hereunder, Lender shall have the right to bid at such sale and shall have the right
to credit the Secured Indebtedness against the purchase price The Tmfee-may require the successful
bidder at any sale to deposit immediately with the Truste? cash-urcerhfed check in an amount up to ten
percent (10%) of,the bid The bid may be rejected if the deposit is not immediately made. Pursuant to
Section 25-9-604(a), (b) and (c) of the North Carolina General Statutes (or any amendment thereto), the
Trustee IS expressly authorized and empowered to expose to sale and sell, together with the Premises, any
portion of the Property which constitutes personal property, including without limitation the Collateral If
personal property is sold hereunder, it need not be at the place of sale The Property may be sold as a
whole or as separate parcels, and such sales may be conducted simultaneously or otherwise, all as the
Trustee, in its reasonable discretion, deems to be in the best interest -of the parties Should the Trustee
21691733 11

elect to sell the Property as separate parcels, the exercise of the power of sale with respect to one or more
of such parcels shall not extinguish or otherwise affect the right to exercise the power of sale with respect
to the remainder of the Property
53 Proceeds of Sale, Trustees Fees Following a foreclosure sale, the Trustee shall deliver to
the purchaser the Trustee's deed (and bill of sale as to any personalty) conveying the property so sold
without any covenant or warranty, expressed or iibplied The recitals in the Trustee's deed shall be prima
facie evidence of the statements trade therein The Trustee shall apply the proceeds of such sale in
accordance with the requirements of applicable laws and to the extent consistent therewith, in the
following order (a) to all costs and expenses of the sale, including but not limited to all reasonable
attorneys' fees and legal expenses, advertising costs, auctioneer's fees, costs of title rundowns and lien
searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and
remediation fees, all court costs and charges of every character, and a reasonable fee to the Trustee of not
more than five percent (5%) of the gross sales price, (b) to the payment of all other Secured Indebtedness,
including specifically without limitation the principal, accrued interest and reasonable attorneys' fees due
and unpaid on the Note and the Loan Agreement and the amounts due and unpaid and owed to Lender
under this Deed of Trust, and (c) the excess, if any, to the person or persons legally entitled thereto If a
foreclosure proceeding is commenced by the Trustee but terminated prior to its completion, Grantor shall
pay all expenses incurred by the Trustee, including reasonable-attomeys' fees, and a reasonable fee to the
Trustee of not more than three percent (3%) of the principal balance of the Note if the termination occurs
prior to the first public auction sale and not more than five percent (5°/,) of the principal balance of the
Note if the termination occurs after the first public auction sale
ARTICLE VI
Additional Riehts And Remedies Of Lender
61 Rights upon an Event of Default Upon the occurrence of an Event of Default, Lender,
immediately and without additional notice and without liability therefor to Grantor, may do or cause to be
done any or all of the following: (a) take physical possession of the Property, (b) exercise its right to
collect the Rents and profits; (c) enter into contracts for the completion, repair and maintenance of the
Premises, (d) expend loan funds and any rents, income and profits derived from the Property for payment
of any taxes, insurance premiums, assessments and charges for completion, mpair and mamtenRnc-- of the
Premises, preservation of the lien of this Deed of Trust and satisfrohon and fulfillment of any liabilities or
obligations of Grantor arising out of or in any way conn:cted with the construction of the Improvements
on the Property whether or not such liabilities and obligations in any way affect, or may affect, the lien of
this Deed of Trust, (e) enter into leases demising the Property or any part thereof, (f) take such steps to
protect and enforce the specific performance of any covenant, condition or agreement in the Note, this
Deed of Trost, the Loan Agreement, or the other Loan Documents, or to aid the execution of any power
herein granted, and (g) generally, supervise, manage, and contract with reference to the Property as if
Lender were equitable owner of the Property Notwithstanding the occurrence of an Event of Default or
acceleration of the Secured Indebtedness, Lender shall continue to have the right to pay money, whether
or not loan funds, :or the purposes described in Sections 2 3, 2 8 and 2 13 hereof, and all such interest
thereon shall be secured here•; Grantor also agrees that any of the foregoing rights and remedies of
Lender may be exercised at any time independently of u,c ac-:1." ^f anv other such rights and r,!mcdies,
and Lender may continue to exercise any or all such rights and remedies until the Event(s) of Default of
Grantor are cured with the consent of Lender or until foreclosure and the conveyance of the Property to
the highest bidder or until the Secured Indebtedness is otherwise satisfied,or paid to full
62 Appointment of Receiver Upon the occurrence of an Event of Default, Lender shall be
entitled, without notice to Grantor or any other party and without regard to the adequacy of any security
21691733 12

APR 18 2013
for the Secured Indebtedness or the solvenc DCMMHDCUY
Y of any party bound for its payment, to the appointment of a
receiver to take possession of and to operate the Property, and to collect the rents, issues, profits, and
income thereof, and all amounts collected by the receiver shall, after expenses of the receivership
(including reasonable attorneys, fees of the receiver) be applied to the payment of the Secured
Indebtedness The receiver shall have all rights and powers permitted under the laws of the state where
the Property is located and such other powers as the court making such appointment shall confer. The
expenses, including receiver's fees, reasonable attorney's fees, costs and agent's compensation, incurred
pursuant to the powers herein contained shall be secured by this Deed of Trust The right to enter and
take possession of and to manage and operate the Property, and to collect the rents, issues and profits
thereof, whether by a receiver or otherwise, shall be cumulative to any other right or remedy hereunder or
afforded by law, and may be exercised concurrently therewith or independently thereof Lender shall be
liable to account only for such rents, issues and profits actually received by Lender, whether received
Pursuant to this Section 6 2 or Section 6 I Notwithstanding the appointment of any receiver or other
custodian, Lender shall be entitled as secured party hereunder to the possession and control of any cash,
deposits, or instruments at the time held by, or payable or deliverable under the terms of this Deed of
Trust, to Lender
63 Waiver of Certain Rights To the full extent Grantor may do so, Grantor agrees that
Grantor will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any appratsement, valuation, stay, extension or redemption, homestead,
moratorium, reinstatement, marshaling or forbearance, and Grantor, for Grantor, Grantor's heirs,
devisees, representatives, successors and assigns, and for any and all persons ever claiming any interest in
the Property, to the extent permitted by applicable law, hereby waives and releases all rights of
redemption, valuation, appraisement, stay of execution, notice of intention to mature or declare due the
whole of the Secured Indebtedness, notice of election to mature cr declare due the whole of the Secured
Indebtedness and all rights to a marshaling of assets of Grantor, including the Property, or to a sale in
inverse order of alienation in the event of foreclosure of the liens and/or security interests hereby created.
Grantor shall not have or assert any right under any statute or rule of law pertaining to the marshaling of
assets, sale in inverse order cf alienation, the exemption of homestead, the administration of estate; or
decedents, or other matters whatsoever to defeat, reduce or affect the right of Lender under the terms of
this Deed of Trust to a sale of the Property for the collection of the Secured Indebtedness without any
prior or different resort for collection, or the right of Lender under L.e terms of this reed of Taut to the
payment of the Secured Indebtedness out of the proceeds of sale of the Property in preference to every
other claimant whatsoever Grantor waives any right or remedy which Grantor may have or be able to
assert pursuant to any provision of North Carolina law, including, but not limited to, the rights or
remedies set forth in North Carolina Gen Stat §26-7, et seq, pertaining to the rights and remedies of
sureties If any law referred to in this Section and now in force, of which Grantor or Grantor's hetrs,
devisees, representatives, successors or assigns or any other persons claiming any interest in the Property
right take advantage despite this Section, shall hereafter be repealed or cease to be in force, such law
shall not thereafter be deemed to preclude the application of this Section
64 Remedies Cumulative All remedies provided in this Deed of Trust, in the Note, in the
Loan Agreement and in the other Loan Documents are cumulative and may, al the election of bender, be
exercised alternatively, successively, or in any manner and are in addition to any other rights provided by
law
65 $uttS to Protect the Prooertv Lender and the Trustee shall have power (a) to institute and
maintain such suits and proceedings as they may deem expedient to prevent any impairment of the
Property or the Collateral by any acts which may be unlawful or any violation of this Deed of Trust, (b) to
preserve or protect their interest in the Property and the Collateral, and (c) to restrain the enforcement of
or compliance with any legislation or other governmental enactment, rule or order that may be
zts�i�a� 33

unconstitutional or otherwise invalid, if the enforcement of or compliance with, such enactment, rule or
order would impair the security hereunder or be prejudicial to the interest of Lender
ARTICLE VII
General Conditions
71 Substitution of Trustee Lender shall have the irrevocable right to remove the Trustee
herein named or any successor trustee without notice or cause and to appoint a successor Trustee by an
instrument in writing, duly acknowledged, in such form as to entitle such written instrument to be
recorded in the Registers of Deeds of North Carolina, and in the event of the death, incapacity or
resignation of the Trustee herein named or any successor trustee, Lender shall have the right to appoint a
successor thereto by such written instrument; and each new Trustee immediately upon recordation of such
instrument shall become successor in title to the Property for the uses and purposes of this Deed of Trust,
with all the powers, duties and obligations conferred on the original Trustee in the same manner and to
the same effect as though he were named herein as the Trustee
72 Terms The singular used herein shall be deemed to include the plural, the masculine
deemed to included the feminme and neuter, and the named parties deemed to include their heirs,
successors and assigns The term "Lender' shall include any payee of the Secured Indebtedness or any
transferee thereof whether by operation of law or otherwise
73 Notices All notices, requests, consents, demands and other communications required or
which any party desires to give under this Deed of Trust shall be in writing and shall be deemed
sufficiently given or furnished -a' delivered by personal delivery, by nationally recognized overnight
couner service, or by registered or certified United States marl, postage prepaid, or by telecopy or as a
pdf or similar attachment to an e-mail (with a copy by mad), in any case, addressed to the party to whom
directed at the addresses set forth at the end of this Section (unless changed by similar notice in writing
given by the particular party whose address is to be changed) Any such notice or communication shall be
deemed to have been given either at the time of actual receipt or, in the case of courier or mail, as of the
date of first attempted delivery at the address and in the manner provided herein, provided, however, that
service of a notice required by any applicable statute shall be considered complete when the requirements.
Of that statute are met, provided, further, if delivery of any notice or demand pursuant to this Section 8.4
occurs after 5.00 p m Central time or on a non business day, then such notice or demand so made shall be
deemed effective on the first business day after the day of actual delivery Notwithstanding the foregoing,
no notice of change of address shall be effective except upon actual receipt. The addresses of the parties
are as follows
to Grantor, ForeverHome of Wilmington, LLC
2840 Plaza Place, Suite 360
Raleigh, North Carolina 27612
Attention Larry Lippincott
E-mail, [e-mail]
With Copy To Manning Fulton & Skinner, P A
3605 Glenwood Avenue, Suite 500
Raleigh, North Carolina 27612
Attention Alison R Cayton, Esq
E-mail cayton@matmngfa!toncam
to the Trustee, Chicago Title Imuranee Company
21691733 14

tKu MOM
245 E Friendly Ave, Suite 101 APR 18 2013
Greensboro, NC 27401
336-665-1314
E-mail; DCM-MM CITY'
to Lender- c/o Walton Street Capital, L L C
900 North Michigan Avenue
Chicago, IL 60611
Attention Mr Douglas Welker and Angela Lang, Esq
E-mail. [e-mail], Lang@waltonst com
With Copy To c/o Landeavor, LLC
14502 N Dale Mabry Hwy, Suite 327
Tampa, FL 33618
Attention' Adam T Lorry, Managing Principal
E-mail lorry@landeavor corn
And With Copy To Pitcher, Nichols & Meeks
900 North Michigan, Suite 1050
Chicago, Illinois 60611
Attention Real Estate Notices (MAB/CAM/File No 4 1463)
E-mail realestatenoticesat»rchercom(Subject Line
MA13/CAM/File No 4 1463), mbemarmnQvircher com,
cmclendon(a),pircher corn
All fees or expenses of mail or overnight courier shall be paid by the sender. Personal delivery to a party
or to any officer, member, manager, agent or employee of such party at its address herein shall constitute
receipt Rejection or other refusal to accept or inability to deliver because of changed address of which
no notice has been received shall also constitute receipt _The attorneys for any party hereto shall be entitled
to provide any notice that a party desires to give or is required to give hereunder
74 Effective as a Financing Statement This Deed of Trust shall be effective as a financing
statement filed as a fixture filing with respect to all fixtures included within the Property and is to be filed
for record in the real estate records of each county where any part of the Property (including said fixtures)
is situated This Deed of Trust shall also be effective as a financing statement covering as -extracted
collateral (including oil and gas), accounts and general intangibles under the North Carolina Uniform
Commercial Code, as in effect from time to time, and is to be filed for record in the real estate records of
each county where any part of the Property is situated This Deed of Trust shall also be effective as a
financing statement covering any surplus of withheld funds resulting from the mvalidity.of "stop notice"
claims or the failure of claimants to prosecute their claims to judgment and any other Property in which
an interest can be perfected by filing and may be filed in any other appropriate filing or recording office
The mailing address of Grantor and Lender are set forth in Section 7 3 of this Deed of Trust A carbon,
photographic or other reproduction of this Deed of Trust or of any financing statement relating to this
Deed of Trust shall be sufficient as a financing statement for any of the purposes referred to in this
Section
75 Invalidation of Provisions Invalidation of any one or more of the provisions of this Deed
of Trust shall in no way affect any of the other provisions hereof, which shall remain in full force and
effect
21691733 15

76 Headings The captions and headings herein are inserted only as a matter of convenience
and for reference and in no way define, limit, or describe the scope of this Deed of Trust or the intent of
any provision hereof
77 Governing Law This Deed of Trust shall be governed by and construed under the laws
of the State of North Carolina
78 No Third -Party Beneficiary Grantor and Lender acknowledge that this Deed of Trust is
made solely for the benefit of the parties hereto and no third party should or may assume that any third -
party beneficiary rights are extended or created hereby
79 Successors and Assigns The terms, provisions, covenants and conditions hereof shall be
binding upon Grantor, and the heirs, devisees, representatives, successors and assigns of Grantor, and
shall inure to the benefit of Trustee and Lender and shall constitute covenants running with the Land. All
references in this Deed of Trust to Grantor shall be deemed to include all such heirs, devisees,
representatives, successors and assigns of Grantor
710 No Liability of Trustee The Trustee shall not be liable for any error of Judgment or act
done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances
whatsoever (including Trustee's negligence), except for Trustee's gross negligence or willful misconduct
The Trustee shall have the right to rely on any instrument, document or signature authorizing or
supporting any action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good
faith to be genuine All moneys received by Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be segregated in any manner
from any other moneys (except to the extent required by law), and Trustee shall be under no liability for
interest on any moneys received by Trustee hereunder Grantor hereby ratifies and confirms any and all
acts which the herein named Trustee or its successor or successors, substitute or substitutes, in this trust,
shall do lawfully by virtue hereof Grantor will reimburse Trustee for, and save Trustee harmless against,
any and all liability and expenses which may he incurred by Trustee in the performance of its duties The
foregoing indemnity shall not terminate upon discharge of the Secured Indebtedness or foreclosure, or
release or other termination, of this Deed'of Trust
711 Limitation on Lender's Liability Lender's liability shall be limited as set forth in Section
8 18 of the Loan Agreement
712 Join and Several Liability for Loan The provisions of Section 8 19 of the Loan
Agreement are hereby incorporated by reference into this Deed of Trust to the same extent and with the
same force as if fully set forth herein.
713 Cross Default, Cross-Collateralization. The provisions of Section 8 20 of the Loan
Agreement are hereby incorporated -by reference into this Deed of Trust to the same extent and with the
same force as if fully set forth herein
7 14 Co -Borrower Provisions Grantor acknowledges that neither Grantor nor Other Borrower
(each of Grantor and Other Borrower are referred to for purposes of this Section as a "r- ,.iw rarW'
and together as the "Grantor Parties") constitutes a guarantor because -eii Grantor Party is fully
responsible for the obligations secured by this Deed of Tr .--: the Land Deed of Trust (referred to
herein, together, as the "Deeds of Trust'), subject ^';c limitations of liability expressly set forth in the
Deeds of Trust and in the Loan AgrePm^: (and Grantor hereby waives any claim to the contrary) In
addition, and without hr ^ .`, on the foregoing waiver or any other waivers contained in this Deed of
Trust
2169173 7 16

1213CEt�8Lb s,;t,
n�.
APR 18 2013
(a) Obligation Absolute Grantor hereby unconditionally waives any defense to the
enforcement of this Deed of Trust based on the characterization of Grantor i�s�a1&M£>'I'idf and
without limitation,
(1) The obligations of Grantor hereunder shall remain in full force and effect without
regard to, and shall not be affected or Impaired by the following, not shall any of the following
give Grantor any recourse or right of action against Lender
(1) Any express or implied amendment, modification, renewal, addition,
supplement, extension (including extensions beyond the original term) or acceleration of
or to any of the Loan Documents,
(2) Any exercise or non -exercise by Lender of any right or privilege under
the Loan Documents,
(3) Any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to any Grantor Party, or any
guarantor (which term shall include any other party at any time directly or contingently
liable for any of Grantor's obligations under the Loan Documents) or any affiliate of any
Grantor Party, or any action taken with respect to the Loan Documents by any trustee or
receiver, or by any court, in any such proceeding, whether or not Grantor shall have bad
notice or knowledge of any of the foregoing,
(4) Any release or discharge of POW II from its liability under any of the
Loan Documents or any release or discharge of any endorser or guarantor or of any other
party at any time directly or contingently liable for the obligations secured by the Deeds
of Trust,
(5) Any subordination, compromise, release (by operation of law or
Otherwise), discharge, compound, collection, or liquidation of any or all of the property
or other collateral described in any of the Loan Documents or otherwise in any manner,
or any substitution with respect thereto,
(6) Any assignment or other transfer of any of the Loan Documents,
(7) Any acceptance of partial performance of the obligations,
(8) Any transfer or consent to the transfer of the property described in the
Loan Documents (or any portion thereof) or any other collateral described in the Loan
Documents or otherwise (by one or more of the Grantor Parties); and
(9) Any bid or purchase at any sale of the property or any other collateral
described in the Loan Documents or otherwise.
(b) Waivers Grantor unconditionally waives any defense to the enforcement of this
Deed of Trust, including
(i) All presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, and notices of acceptance of the Loan Documents,
21691733 17

(n) Any right to require Lender to proceed against any other Grantor Party or any
guarantor at any time or to proceed against or exhaust any security held by Lender at any time or
to pursue any other remedy whatsoever at any time,
(in) The defense of any statute of limitations affecting the liability of Grantor
hereunder, the liability of FOW H or any guarantor under the Loan Documents, or the
enforcement hereof, to the extent permitted by law,
(iv) Any defense arising by reason of any invalidity or unenforceability of (or any
limitation of liability in) any of the Loan Documents or any disability of any Grantor Party or any
guarantor or of any manner in which Lender has exercised its rights and remedies under the Loan
Documents, or by any cessation from any cause whatsoever of the liability of any Grantor Party
or any guarantor,
(v) Without limitation on clause (4) above, any defense based upon any lack of
authority of the officers, directors, partners or agents acting or purporting to act on behalf of any
Grantor Party or any principal of any Grantor Party or any defect in the formation of any Grantor
Party or any principal of any Grantor Party,
(vi) Any defense based upon the application by any Grantor Party of the proceeds of
the Loan for purposes other than the purposes represented by such Grantor Party to Lender or
intended or understood by Lender or such Grantor Party,
(vii) Any defense based upon an election of remedies by Lender, including any
election to proceed by judicial or nonludicial foreclosure of any security, whether real property or
personal property secunty, or by deed in lieu thereof, and whether or not every aspect of any
foreclosure sale is commercially reasonable, or any election of remedies, including remedies
relating to real property or personal property security, which destroys or otherwise impairs the
subrogation rights of any Grantor Party or the rights of any Grantor Party to proceed against any
other Grantor Party or any guarantor' for reimbursement, or both,
(viii) Any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in any other aspects more burdensome
than that of a principal,
(ix) Any defense based upon Lender's election, in any proceeding instituted under the
Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy
Code or any successor statute,
(x) • Any defense based upon any borrowing or any grant of a security interest under
Section 364 of the Federal Bankruptcy Code,
(xi) Any duty of Lender to advise any Grantor Party of any information known to
Lender regarding the financial condition of any other Grantor Party and all other circumstances
affecting any other Grantor Party's ability to perform its obligations to Lender, it being agreed
that Grantor assumes the responsibility for being and keeping informed regarding such condition
or any such circumstances, and
(xn) Any right of subrogation, reimbursement, exoneration, contribution or indemnity,
or any right to enforce any remedy which Lcnder now has or may hereafter have against any
21691733 18

RECEIVED .by.
APR 18 2013
DCM-MHD C1TY
other Grantor Party or any benefit of, or any right to participate in, any security now or hereafter
held by Lender
(c) Subrogation Grantor understands that the exercise by Lender of certain rights
and remedies may affect or eliminate Grantor's right of subrogation against any other Grantor
Party or any guarantor and that Grantor may therefore incur partially or totally nonreimbursable
liability hereunder Nevertheless, Grantor hereby authorizes and empowers Lender, its
successors, endorsees and assigns, to exercise in its or their sole discretion, any rights and
remedies, or any combination thereof, which may then be available, it being the purpose and
intent of Grantor that the obligations hereunder shall be absolute, continumg, independent and
unconditional under any and all circumstances Notwithstanding any other provision of this Deed
of Trust to the contrary, Grantor hereby waives and releases anyclaim or other rights which
Grantor may now have or hereafter acquire against any other Grantor Party or any guarantor of all
or any of the obligations of Grantor hereunder that apse from the existence or performance of
Grantor's obligations under this Deed of Trust or any of the other Loan Documents, including any
right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to
participate in any claim or remedy of Lender against any other Grantor Party or any collateral
which Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, by any payment made hereunder or otherwise,
including, without limitation, the right to take or receive from any other Grantor Party, directly or
indirectly, in cash or other property or by setoff or in any other manner, payment or security on
account of such claim or other rights In addition, Grantor waives all rights and defenses that
Grantor may have because the debtor's debt is secured by real property. This means, among
other things
(1) The creditor may collect from the guarantor without first foreclosing on any real
or personal property collateral pledged by the debtor
(ii) If the creditor forecloses on any real property collateral pledged by the debtor
(A) the amount of the debt may be reduced only by the price for which the collateral is sold at the
foreclosure sale, even if the collateral is worth more than the sale price; and (B) the creditor may
collect from the guarantor even if the creditor, by foreclosing on the real property collateral, has
destroyed any right the guarantor may have to collect from the debtor. This is an unconditional
and irrevocable waiver of any rights and defenses the guarantor may have because the debtor's
debt is secured by real property
(d) Additional Waivers Grantor shall not be released or discharged, either in whole
or in part, by Lender's failure or delay to (i) perfect or continue the perfection of any lien or
security interest in any collateral which secures the obligations of any other Grantor Party,
Grantor, or any guarantor, or (it) protect the property covered by such lien or security interest
(e) Independent Obligations. The obligation of Grantor hereunder is independent of
the obligation of any other Grantor Party and, in the event of any default hereunder, a separate
action or actions may be brought and prosecuted against Grantor whether or not Grantor is the
alter ego of any other Grantor Party and whether or not any other Grantor Party is joined therein
or a separate action or actions are brought against any other Grantor Party Lender's rights
hereunder shall not be exhausted until all of the obligations secured by this Deed of Trust have
been fully paid and performed
(f) Subordination Without limitation on the waiver and release contained in
subsection 7 14(c) above
21691733 19

(i) Grantor subordinates all present and future indebtedness owing by any other
Grantor Party to Grantor to the obligations at any time owing by any other Grantor Party to
Lender under the Loan Agreement and the other Loan Documents Grantor assigns all such
indebtedness to Lender as security for this Deed of Trust, the Loan Agreement and the other Loan
Documents
(it) Grantor agrees to make no claim on such indebtedness until all obligations of any
other Grantor Party under the Loan Agreement and the other Loan Documents have been fully
discharged
(nr) Grantor further agrees not to assign all or any part of such indebtedness unless
Lender is given prior notice and such assignment is expressly made subject to the terms of this
Deed of Trust. If Lender so requests, (i) all instruments evidencing such indebtedness shall be
duly endorsed and delivered to Lender, (u) all security for such indebtedness shall be duly
assigned and delivered to Lender, (iii) such indebtedness shall be enforced, collected and held by
Grantor as trustee for Lender and shall be paid over to Lender on account of the Loan but without
reducing or affecting in any manner the liability of Grantor under the other provisions of this
Deed of Trust, and (iv) Grantor shall execute, file and record such documents and instruments
and take such other action as Lender deems reasonably necessary or appropriate to perfect,
preserve and enforce Lender's rights in and to such indebtedness and any security therefor If
Grantor fails to take any such action, Lender, as attorney -in -fact for Grantor, is hereby authorized
to do so in the name of Grantor The foregoing power of attorney is coupled with an interest and
cannot be revoked
(g) Bankmptcv No Discharge: Repayments So long as any of the obligations
secured hereunder shall be owing to Lender, Grantor shall not, without the prior written consent
of Lender, continence orjoin with any other party in commencing any bankruptcy, reorganization
or insolvency proceedings of or against any other Grantor Party Grantor understands and
acknowledges that by virtue of this Deed of Trust, it has specifically assumed any and all risks of
a bankruptcy or reorganization case or proceeding with respect to any other Grantor Party As an
example and not in any way of limitation, a subsequent modification of the obligations secured by
this Deed of Trust in any reorganization case concerning any other Grantor Party shall not affect
the;obligation of each such Grantor Parry to pay and perform the obligations secured by this Deed
of Trust and the Land Deed of Trust in accordance with its original terms In any bankruptcy or
other proceeding in which the filing of claims is required by law, Grantor shall file all claims
which Grantor may have against any other Grantor Party relating to any indebtedness of any other
Grantor Party to Grantor and shall assign to Lender all tights of Grantor thereunder If Grantor
does not file any such claim, Lender, as attorney-m-fact for Grantor, is hereby authorized to do so
in the name of Grantor or, in Lender's discretion, to assign the claim to a nominee and to cause
proof of claim to be filed in the name of Lender's nominee The foregoing power of attorney is
coupled with an interest and cannot be revoked Lender or its nominee shall have the tight, in its
reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any
other action which a party filing a claim is entitled to do In all such cases, whether in
administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall
pay to Lender the amount payable on such claim and, to the full extent necessary for that purpose,
Grantor hereby assigns to Lender all of Grantor's tights to any such payments or distributions,
provided, however, Grantor's obligations hereunder shall not be satisfied except to the extent that
Lender receives cash by reason of any such payment or distribution If Lender receives anything
hereunder other than cash, the same shall be held as collateral for amounts due under this Deed of
Trust Notwithstanding anything to the contrary herein, the liability of Grantor shall be reinstated
and revised, and the tights of Lender shall continue, with respect to any amount at any time paid
zis�t7i i 20

by or on behalf of any Grantor Party on account of the Loan Agreement or the other Loan
Documents which Lender shall restore or return by reason of the bankruptcy, insolvency or
reorganization of any Grantor Party or for any other reasons, all as though such amount had not
been paid
(SIGNATURE AND NOTARY ONNEXT PAGE]
RECEIVED
APR 18 2913
DCM-MHD CITY
21691733 21

IN WITNESS WHEREOF, the undersigned Grantor has caused these presents to be executed and
delivered as of the day and year first written above
FOREVERHOME OF WILMINGTON III LLC,
a North Carolina limited liability company
By
Name Joseph Reese
Title Operations Manager
STATE OF North Carolina
COUNTY OF New Hanover
(Place of Acknowledgement)
I certify that the following person personally appeared before me this day, acknowledging to me
that he voluntarily signed the foregoing document for the purpose stated therein and in the capacity
indicated Joseph Reese
Date, Septemberl9 , 2012
`\,\.Y
(O ci6Z Segl) Ar
z.
Official Signature Nota
Kelly Repko
Notary's printed or typed name, Notary Public
My commission expires 5-5-2017
21691733 S_1

EXHIBIT A
TO DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING
Legal Description
[See attached 1
RECEIVED A
APR 18 2013
DCM-MRD CrFY
21691733 A-1

LEGAL DESCRIPTION
Lying and being situate in New Hanover County, North Carolina, and more particularly described as
follows.
BEING ALL of Tract 1, as shown on that map recorded in Map Book 42 at Page 120, of the New
Hanover County Registry, reference to which map is hereby made for a more particular description
TOGETHER WITH all riparian rights applicable to the above -mentioned Tract 1, including rights to
access the channel running to the Intra Coastal Waterway, and also the residual marsh lands bounded
on the north by the Old Livingston Tract, referred to in the deed recorded in Book 922 at Page 922 of
the New Hanover County Registry
TOGETHER WITH an easement for access to and from the above -referenced property over and
across that certain area designated as "20.0' Road Right -of -Way - Map Book 5 at Page 20, as shown
on the plat recorded in Map Book 35 at Page 46, of the New Hanover County Registry, and as
referenced in deeds recorded m Book 2523 at Page 388, Book 2523 at Page 391, and Book 2523 at
Page 394, all of the New Hanover County Registry.
TOGETHER WITH all those rights, benefits, covenants, conditions and easements pursuant to the
terms ofthat certain Declaration of Covenants, Conditions and Restrictions for Anchors Bend Yacht
Club recorded December 14, 2007 in Book 5260 at Page I of the New Hanover County Registry, as
amended by that certain Amendment to Declaration of Covenants, Conditions and Restrictions for
Anchors $end Yacht Club recorded July 21, 2008 in Book 5333 at Page 587 of the New Hanover
County Registry, as assigned to WSLD Anchors Bend VI, L L.C. by that certain Quitclaim Transfer
and Assignment of Charter Member Rights and Charter Memberships recorded in Book 5640, Page
563 of the New Hanover County Registry, as further assigned to WSLD Anchors Bend M-VI, L. L.C.
by that certain Quitclaim Transfer and Assignment of Charter Member Rights and Charter
Memberships recorded in Book 5654, Page 2370 of the New Hanover County Registry, as otherwise
supplemented, amended or modified, to the extent same constitute real property title interests under
North Carolina law
THE LAND ALSO BEING DESCRIBED AS
Beginning at an existing iron pipe to the Southern 20' road right of way as referenced to Map Book 5
Page 20 in the Office of the New Hanover County, North Carolina Register of Deeds at the
Southeast comer of Charles M and Jennifer F Davis property as recorded in Deed Book 1974 Page
171 Said existing iron pipe being S 53° 0013811 E 321.29' from an existing MagNail that is S 12° 53'
31 " W 150 56' from an existing iron rebar that is S 310 26' 46" W 511.46' from an existing iron rebar
having coordinates ofN-187,424 21 and E-2,368,634.93 as referenced to NAD 83(CORS96). Said
existing iron pipe being the place and Point of Begriming,
Thence with the Eastern property line of said Charles M & Jennifer F Davis as referenced
above and running N 26' 08' 23" E 99 63' to an existing iron pipe
Thence continuing and running N 23° 37' 37" W 199.33' (passmg over a new iron pipe set at
185.00') to a point in the mean high water line of a manna basin
21752872

3 Thence running along the mean high waterline of a manna basin and running N 75° 50' 50"
E 88 51' to a point
4 Thence continuing N 58' 3710911 E 79 95' to a point
5 Thence continuing N 66° 43' 25" E 57 46' to a point ItECD t#`
6 Thence continuing S 870 16' 44" E 66 87'to a point APR 18 2013
7 Thence continuing S 69' 53' 00". E 76 30' to a point.
DCR4-h"QDCT_Y
8. Thence continuing S 57' 13' 51" E 93 19' to a point.
9 Thence continuing N 38' 26' 44" E 7 99' to a point.
10 Thence continuing S 81 ° 12' 34" E 28 36' to a point
11. Thence continuing S 49' 08' 50" E 202 09' to a point
12 Thence continuing S 34° 52' 17" E 115.08' to a point in the Northern property line of Julia R.
Aclver as recorded in Deed Book 4178 Page 250
13. Thence with said Northern property line and leaving said mean high water line and running S
420 2642" W 30.00' to an existing iron rebar.
14 Thence continuing N 41 ° 38' 10" W 72.73' to an existing iron rebar.
15. Thence continuing N 470 31' 45" W 231651 to an existing iron rebar
16 Thence continuing N 800 52' 34" W 92 64' to an existing iron rebar.
17 Thence continuing S 350 36' 10" W 180 62' to an existing iron rebar in the Northern property
line of Esso & Beatrice Clemmons as recorded in Deed Book 4996 Page 2917
18 Thence with said Northern property line and running N 60° 09' 11 " W 104.28' to an existing
iron pipe.
19 Thence continuing S 26' 08' 23" W 200 76' to an existing concrete monument in the
Northern property line of Middle Sound Landing as recorded in Map Book 56 Page 77
20 Thence with said Northern property line and running N 53' 01' 37" W 30.521to the place and
point of beginning
Containing 184 Acres and being the same property described as Tract 1 as recorded in Map Book 42
Page 120
21752872 2

JENNIFER H MACNEISH
REGISTER OF DEEDS, NEW HANOVER
216 NORTH SECOND STREET
WILMINGTON, NC 28401
•f:fnaafaaaaatfaffYwHYHbalfaxfaxNawtlftaaaaxluxxwaauuwilfaafaatlnaaaf1waf ftf laaaaaatf0eauxaaanaaafaaaaaflfa
Filed For Registration
Book:
Document No:
Recorder
09121/2012 01.18:36 PM
RE 5673 Page ,1927-1952
2012032333
26 PGS $96 00
CRESWELL,ANDREA
State of North Carolina, County of New Hanover
PLEASE RETAIN YELLOW TRAILER PAGE WITH ORIGINAL DOCUMENT.
*2012032333*
2012032333

Prepared by and Return to
James B Snow III
Hogue Hill, LLP
P.O. Drawer 2178
101 South Third Street
Wilmington, NC 28402-2178
phone [phone]
lII IINlINNIpIIIdIINNNIIINillll 2012032342343
FOR REGISTRgTION REGISTENIFERR OF DEEDS
NEYNHRNOVpe
ER coUNTY15NC
BK 5673 PG 054-2061 FEE $26 00
INSiRS 120IN300
2313
Grantor's Address. Foreverhome Of Wilmington II LLC.
2840 Plaza Place, Suite 360
Raleigh, NC 27612
Grantee's Address Robert H. Hall, Trustee Of
The Damas II Charitable Remainder Trust
P O Box 1750
Apex, NC 27502
Tax Parcel Nos R04517-003-007-OW
Excise Stamps 40-0
STATE OF NORTH CAROLINA
COUNTY OF WAKE
NORTH CAROLINA NON -WARRANTY DEED
1 RECEIVED
APR 18 2013
1)C11-!vMT CITY
THIS NORTH CAROLINA NON -WARRANTY DEED is made as of the 1,01 day of September,
2012, by and between FOREVERHOME OF WILMINGTON III LLC, a North Carolina limited liability
company C'Grantor), ROBERT H. HALL, TRUSTEE OF THE DAMAS H CHARITABLE
REMAINDER TRUST and C'Grantee '), the designation Grantor and Grantee as used herein shall include
said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, femmine or
neuter as required by context,
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey and quitclaim
unto the Grantee in fee simple, an undivided one-quarater (1/4) interest in and to that certain lot or parcel of
land situated in New Hanover County, North Carolina and more particularly described as follows
Archon Bend - reed 25% INT to Damn Q

See Exhibit A attached hereto and incorporated herein by reference
The property heremabove described was acquired by Grantor by instruments recorded in Book
at Page and Book at Page in the Office of the Register
of Deeds for New Hanover County
No portion of the property herein conveyed includes the primary residence of Grantor.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple.
No warranty, express or implied, of title or otherwise, is given by Grantor to Grantee.
Title to the property heremabove described is subject to the following exceptions
See Exhibit B attached hereto and incorporated herein by reference
[REMAINDER OF PAGE INTENTIONALLY BLANK]
Mchom Head —Deed 25%INrm Da m

IN WITNESS WHEREOF, the Grantor has hereunto caused this instrument to be executed by
authority duly given as of the day and year first above written
FOREVERHOME OF WILMINGTON III LLC, a North
Carolina limited It dttycompany (SEAL)
By: (SEAT.)
Joseph Reese, Operations Manager
RECEIVED s
APR 18 Z013
ACM-MHD CITY
Anchors Bend— Deed 25% INT to Daman B

STATE OF NORTH CAROLINA
COUNTY OF NEW HANOVER
I Kelly Repko , a Notary Public, certify that the following person(s) personally
appeared before me this day, and I further certify that:
(Check one box only, complete all applicable blanks, mark all inapplicable blanks "N/A ")
:U I have personal Irnowledge of the identity of the principal(s);
❑ I have seen satisfactory evidence of the principal's identity, by a current state or federal
identification with the principal's photograph in the form of a
❑ A credible witness, (insert name of %[mess), has sworn to
the identity of the principal(s);
each acknowledging to me that he or she voluntarily signed the foregoing document for the
Purpose stated therein and in the capacity indicated:
N
on behalf of entity include ceheld and entztv'
Joseph Reese
Operations Manager of FOREVERHOME OF WI11vENGTON III LLC
where Capacrry indicated is on behair of an entity not a natural person, the natural persons
named also each acknowledged to me that signature was on behalf of and as the act of the entity.
Date: September 19. 2012
\.I t RE
(Official
NOTARY
FUUI.IC
n'+I Notary Public
Kelly WepW
(print Notary Public name[required])
My commission expires: 5-5-2017
Anchors and— Deed 25% INT to Damas n

EXHIBIT A`
APR 18 2M
LEGAL DESCRIPTION DCM-YMC"
Lying and being situate in New Hanover County, North Carolina, and more particularly described as
follows:
BEING ALL of Tract 1, as shown on that map recorded in Map Book 42 at Page 120, of the New
Hanover County Registry, reference to which map is hereby made for a more particular description.
TOGETHER WITH all riparian rights applicable to the above -mentioned Tract 1, including rights to
access the channel running to the Intra Coastal Waterway, and also the residual marsh lands bounded
on the north by the Old Livingston Tract, referred to in the deed recorded in Book 922 at Page 922 of
the New Hanover County Registry.
TOGETHER WITH an easement for access to, and from the above -referenced property over and
across that certain area designated as "20.0' Road Right -of -Way - Map Book 5 at Page 20, as shown
on the plat recorded in Map Book 35 at Page 46, of the New Hanover County Registry, and as
referenced in deeds recorded in Book 2523 at Page 388; Book 2523 at Page 391; and Book 2523 at
Page 394, all of the New Hanover County Registry.
TOGETHER WITH all those rights, benefits, covenants, conditions and easements pursuant to the
terms of that certain Declaration of Covenants, Conditions and Restrictions forAnchors Bend Yacht
Club recorded December 14, 2007 in Book 5260 at Page 1 of the New Hanover County Registry, as
amended by that certain Amendment to Declaration of Covenants, Conditions and Restrictions for
Anchors Bend Yacht Club recorded July 21, 2008 in Book 5333 at Page 587 of the New Hanover
County Registry, as assigned to WSLD Anchors Bend VI, L.L.C. by that certain Quitclaim Transfer
and Assignment of Charter Member Rights and Charter Memberships recorded in Book 5640, Page
563 of the New Hanover County Registry, as further assigned to WSLD Anchors BendM-VI, L.L.C.
by that certain Quitclaim Transfer and Assignment of Charter Member Rights and Charter
Memberships recorded in Book 5654, Page 2370 of the New Hanover CountyRegistry, as otherwise
supplemented, amended or modified, to the extent same constitute real property title interests under
North Carolina law.
The Land also being described as:
Beginning at an existing iron pipe in the Southern 20'road right ofway as referenced to Map Book 5
Page 20 in the Office of the New Hanover County, North Carolina Register of Deeds at the
Southeast comer of Charles M. and Jennifer F. Davis property as recorded in Deed Book 1974 Page
171. Said existing iron pipe being S 53° 00' 38" E 321.29' from an existing Mag Nail that is S 12° 53'
3 1 " W 150.56' from an existing iron rebar that is S 310 26' 46" W 511.46' from an existing iron rebar
having coordinates of N- 187,424.21 and E-2,368,634.93 as referenced to NAD 83(CORS96). SoM
existing iron pipe being the place and Point of Beginning,
1. Thence :viu, u n Eastern property line of said Charles M. & JenTrif r N: Davis as referenced —�
above and running N w° w' 2.1. 00ell Z to an existing iron pipe.
2. Thence continuing and runningN 230 37' 37" W 199.33' (passing over anew iron pipe set at
185.00) to a point in the mean high water line of a manna basin.
2175373 1

3 Thence running along the mean high waterline of a marina basin and running N 75' 50' 50"
E 88.51' to a point.
4. Thence continuing N 58° 37' 09" E 79.95' to a point.
5. Thence continuing N 66° 43' 25" E 57 46' to a point
6. Thence continuing S 870 16' 44" E 66.87' to a point.
7. Thence continuing S 69" 53' 00" E 76.30' to a point.
8: Thence continuing S 57" 13' 51" E 93.19' to a point.
9. Thence continumg N 38° 26' 44" E 7.99' to a point.
10 Thence continuing S 810 12' 34" E 28.36' to a point.
11. Thence continuing S 49' 08' 50" E 202.09' to a point.
12. Thence continuing S 34° 52' 17" E 115.081 to a point in the Northern property line of Julia R.
Aclver as recorded in Deed Book 4178 Page 250.
13. Thence with said Northern property line and leaving said mean high water line and running S
42" 26 42" W 30 00' to an existing iron rebar.
14. Thence continuing N 41° 38' 10" W 7233' to an existing iron rebar.
15. Thence continuing N 47° 31' 45" W 231.65' to an existing iron rebar. .
16. Thence continuing N 80' 5T 34" W 92.64' to an existing iron rebar
17. Thence continuing S 3 5* 36 10" W 180AT to an existing iron rebar in thallorthem. property
line of Esso & Beatrice Clemmons as recorded in Deed Book 4996 Page 2917.
18. Thence with said Northern property line and running N 60' 09' 11 " W 104.28' to an existing
iron pipe.
19. Thence continuing S 26* 08' 23" W 200.76' to an existing concrete monument in the
Northern property line of Middle Sound Landing as recorded in Map Book 56 Page 77.
20. Thence with said Northern property line and running N 53101' 37" W 30.52'to the place and
point of beginning.
ContaiMpg, 1.84 Acres and being the same property described as Tract 1 as recorded in M?y Duok 42
217.5373 1 - 2

EXHIBIT B xECSIVI D
PERMITTED EXCEPTIONS
Marina Parcel only APR 18 Z013
DCM MM CITY
1 • General Real EetateTexee for the year 2M3, and subsequent years, a [fen not yet due or payable.
z Riparian endror IRtorel rights Incident to the, Land, rights of others in and to the continuous and uninterrupted now
Of the watsre bounding or crvaetrg the Land; title to any portion of the Land owned by any govermental entity
including, bul not infled to, marsh, dredged and%or Pled areas and Land below the mean highwster mark Lend
below the mean high watermark and the light W mefntakr arty dook, pier, bogthous a or rebeted Improvements
and rights of the general pub6q acquired by previous adverse use or by local custom wlfh respect to
the epedal nature of seaside beaches, to use any part of the land seaward of the natural line of vegetation of the
extreme high-water Rne as a public beach or recreational aces.
3. Any eaeernerit setback or encroachment disclosed by survey antilled •ALTAIACBM Land Title Survey for REDUS
h1C COASTAL, LLC' by Paul 0. Talbot, P.L.B. of Talbot Lend Surveying, P.C. dated April 25, 2012 and last revised
May 10, 202.
4• Rights of tenants In possession, ae tenants only, under umextded boat slip leases,
5. Terms, provision,, right of 11ret reNsal, covenants, conddlons, resUkflone easements, dmrges aseassttgnta end
"area provided for In Insinment(a) filed fcr record W Book 5280, page 1 and Book b333, Pages b87 and fi97, but
omldtrig arty aovenenta or resbictiosi6 8 any, based upon race color, reliplon, sea sexual orlentalbn, femiltsl
staWs, marital statue, dleehW!y, handicap, natlonat origin rrncesiry, or source of Iricorne as set tbrlh In eppfcaWe
slate or fedora) laws nxeapt W iha extent titat said covenattorreatlodon le permi0ad try epplloeble law.
0. Any easement setback of encroachment disclosed by platla) recorded In Map Book 42, Pegs 120. Map Book 35,
Page 48 and Map Book b, Page 20.
7. 15esement(3) to Carolina Power and Light Company recorded in and Book 1217, Pays 1943. Book 1759, page 1224, Book 1169, Page 1899
8• Roadway and%or Easement Paving Agreement recorded in Book 2782, page 43,
9. Oeclarallon of Road Easement Rights and Resporialbllifles recorded in Book 3212. Page $31, as amended by
Pirst Amendment to Dedafalkm Of Road Easement K-his' and Rseponeibllf s recorded ID Book 3242, Page
445, as amended by Second Amendment to Declaration of „ -ed Easement RIgMs and Responrsbbifdes recorded
In Bode $498, Page NJ
10.. 31" Facing Maintenance Dedarailon recorded In Book 3496, page Mg.
it Balance Purchase Money Deed Of Trust, Assignment Of Rents And Leases, Security Agreement And Fixture
Filing, from Foreverhome of Wilmington III. LLC to Chicago Title Insurance Company, Trustee for WSLD
ANCHORS BEND VI, L L C, and WSLD ANCHORS BEND M-VI, L L C, securing a balance purchase money
promissory note in the original principal amount of $6,550,000 00, to be recorded prior to this instrument,
12 Collateral Assignment Of Charter Member Rights And Charter Memberships from FOREVERHOME OF
WILMINGTON III LLC to WSLD ANCHORS BEND M-VI, L L C, securing a balance purchase money promissory
note in the original principal amount of $6,550,000 OO,to be recorded prior to this instrument,
13 UCC-1 Financing Statement fixture filing, naming FOREVERHOME OF WILMINGTON If LLC and FOREVERHOME
OF WILMINGTON III LLC as Debtor and WSLD ANCHORS BEND VI, L L C and WSLD ANCHORS BEND M-IV,
L L C, as Secured Party, to be recorded prior to this instrument,

JENNIFER H MACNEISH
REGISTER OF DEEDS, NEW HANOVER
216 NORTH SECOND STREET
Filed For Registration:
Book:
Document No.:
NC REAL ESTATE EXCISE TAX
Recorder:
`WILMUNGTON, NC 28401
09/21/2012 01:23:07 PM
RE 5673 Page: 2054-2061
2012032343
6 PGS $26,00
$1.00
CRESWELL,ANDREA
State of North Carolina, County of New Hanover
PLEASE RETAIN YELLOW TRAILER PAGE WITH ORIGINAL DOCUMENT.
*2012032343*
2012032343

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MARITECH, LLC 1437
PH. 910-270-4058
108 CIRCLE DRIVE
HAMPSTEAD, NC 28443-2100 DATE 5l���l5' ss-IsrsaD NC
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